User Agreement

2.1.      In this Agreement, the following words have the meanings set out below:

2.1.1.   “Accepted Virtual Assets” refer to the Virtual Assets in respect of which Changer is Providing Custody, Arranging Deals in Investments and/or Dealing in Investments as Agent;

2.1.2.  “Account” refers to the account set up in your name when you apply for and are granted the right to access and use the Services and which may consist of one or more Wallets;

2.1.3.  “Account Limit” refers to the maximum value of Funds you are permitted to hold in your Account or in any particular Wallet, as may be notified by Changer via email when your Account is opened, and as amended from time to time through notification by Changer via email;

2.1.4.  “ADGM” refers to the Abu Dhabi Global Market;

2.1.5. “AED” refers to the UAE Dirham;

2.1.6. “Agreement” refers to this agreement that forms the terms of a legally binding agreement between you and Changer as amended from time to time;

2.1.7. “AML Procedures” refer collectively to Changer’s Anti-Money Laundering (“AML”) and Countering the Financing of Terrorism (“CFT”) procedures;

2.1.8.    “AML Rulebook” refers to the FSRA Anti-Money Laundering and Sanctions Rules and Guidance Rulebook (as amended from time to time);

2.1.9. “API” refers to Changer’s application programming interface;

2.1.10.             “Applicable Law” refers to all laws, regulations, and rules which are applicable to the provision, receipt or use of the Services or any products or other deliverables provided, used or received in connection with the Services, including specifically the laws, regulations and rules of the ADGM;

2.1.11. “Approved Liquidity Provider” means third-party liquidity providers approved by Changer for the purposes of the Arranging Service, as may be designated by Changer from time to time

2.1.12.          “Arranging Deals in Investments” refers to the regulated activity specified in paragraph 16 of Schedule 1 of the FSMR;

2.1.13.          “Arranging Service” refers to the service provided by Changer of Arranging Deals in Investments with respect to Virtual Assets and/or arranging transactions in Stablecoins;

2.1.14.             “Available Balance” refers to the total amount of Funds available in your Account;

2.1.15.             “Business Day” refers to a weekday on which the clearing banks in the ADGM are normally open for business;

2.1.16.             “Corporate Entity” refers to any corporate entity, including any limited liability partnership and any corporate entity constituted under the laws of a country or territory outside of the ADGM;

2.1.17.             “Client Account” refers to an Account established and operated by Changer in accordance with COBS 14.6.1 or COBS 15.4.2, as applicable;

2.1.18.             “Client Money” refers to money of any currency and any Stablecoins which Changer holds on behalf of a client or which Changer treats as Client Money, subject to the exclusions in COBS 14.3.1;

2.1.19.            “Client Money Distribution Rules” refer to the rules in COBS 14.13;

2.1.20.                        “Client Money Rules” refer to COBS 14 relating to the holding of Client Money;

2.1.21. “Client Classification” means the procedure performed by Changer to categorise the Client in accordance with COBS 2.2.1 and clause 5 of this Agreement;

2.1.22.            “COBS” refers to the FSRA Conduct Of Business Rulebook (as amended from time to time);

2.1.23.           “Code” means the US Internal Revenue Code of 1986;

2.1.24.            “Computer” refers to a computer or mobile device, together with any other electronic medium (including telephones) by which, from time to time, you may use to access the Services;

2.1.25.         “CRS” means the Common Reporting Standard issued by the Organisation for Economic Cooperation and Development, or similar legislation, regulations or guidance enacted in any other jurisdiction which seeks to implement equivalent tax reporting and/or withholding tax regimes;

2.1.26.            “Custody Service” refers to the service provided by Changer of Providing Custody over Virtual Assets and holding/controlling Client Money;

2.1.27.         “Customer Risk Assessment” means the risk-based assessment that must be undertaken by Changer on each Client in accordance with Chapter 7 of the AML Rulebook;

2.1.28.         “Dealing in Investments as Agent” refers to the regulated activity specified in paragraph 12 of Schedule 1 of the FSMR;

2.1.29.         “Dealing Service” refers to the service provided by Changer of Dealing in Investments as Agent with respect to Virtual Assets and/or dealing as agent in Stablecoins;

2.1.30.                       “Entity” refers to an individual, company, partnership, association, club or cooperative that has a legal and separately identifiable existence;

2.1.31.   “FATCA” means: (i) sections 1471 to 1474 of the Code or any associated regulations; (ii) any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of any law or regulation referred to in (i); or (iii) any agreement pursuant to the implementation of any treaty, law or regulation referred to in (i) or (ii) with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction;

2.1.32.            “Fees” refer to transaction fees, costs and charges payable to Changer in relation to your access to and use of the Services as set out in clause 16 of this Agreement and Appendix A;

2.1.33.         “FSMR” refers to the Financial Services and Markets Regulations 2015, as amended from time to time;

2.1.34.           “FSRA” refers to the ADGM Financial Services Regulatory Authority;

2.1.35.         “FSRA Rules” refers to the rules and regulations of the FSRA, as amended from time to time, including the FSRA Rulebook;

2.1.36.         “FSRA Virtual Assets Guidance” refers to the FSRA’s “Guidance – Regulation of Virtual Asset Activities in ADGM” as amended from time to time;

2.1.37.         “Funds” refer to fiat currency, Stablecoins and/or Accepted Virtual Assets, as applicable;

2.1.38.         “IP Rights” refer to all (i) patents, patent applications, patent disclosures and inventions, (ii) trademarks, service marks, trade dress, trade names, logos and corporate names and registrations and applications for registration thereof together with all of the goodwill associated therewith, (iii) copyrights (registered and unregistered) and copyrightable works and registrations and applications for registration thereof, (iv) mask works and registrations and applications for registration thereof, (v) computer software, data, data bases and documentation thereof, (vi) trade secrets and other confidential information (including ideas, formulas, compositions, inventions (whether patentable or unpatentable and whether or not reduced to practice), know-how, manufacturing and production processes and techniques, research and development information, drawings, specifications, designs, plans, proposals, technical data, financial and marketing plans and customer and supplier lists and information) and (vii) copies and tangible embodiments thereof (in whatever form or medium);

2.1.39.           “Person” includes any natural person, Corporate Entity or unincorporated entity, including a legal entity, company, partnership, trust, foundation, unincorporated association, government or state;

2.1.40.           “Platform” refers to Changer’s user interface providing clients with access to the Services and includes the API and Changer’s mobile application as well as any other medium for provision of Services by Changer and any online communication tool operated within the Platform for notification to clients and for management of client information;

2.1.41. “Privacy Notice” means Changer’s privacy notice available on its Website, as amended from time to time;

2.1.42.            “Professional Client” refers to a client specified in COBS 2.4;

2.1.43.         “Providing Custody” refers to the regulated activity specified in paragraph 43 of Schedule 1 of the FSMR;

2.1.44.           “Retail Client” refers to a client specified in COBS 2.3;

2.1.45.           “Security Measures” refers to all passwords, API keys, signatures associated with and/or required to access or use the Platform and to operate the Account;

2.1.46.           “Services” refers to the provision by Changer, as applicable, to the access and use of the Custody Service, the Arranging Service and/or the Dealing Service;

2.1.47.         “Stablecoin” refers to a “Fiat Token” as such term is defined in the FSRA Virtual Assets Guidance;

2.1.48.         “STP” refers to Straight Through Processing of request via electronic channels provided by Changer;

2.1.49.         “Tax” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same);

2.1.50.         “Third Party Service Provider” means any third party engaged by us in connection with our services, including, without limitation, liquidity providers and banking partners. We may engage third parties in relation to transaction execution, settlement, and escrow arrangements.

2.1.51. “Transaction Limit” refers to the maximum amount of fiat currency you are permitted to transfer in a single transaction or in a single day, as may be notified by Changer via email when your Account is opened, and as amended from time to time through notification by Changer via email;

2.1.52.         “UAE” refers to the United Arab Emirates;

2.1.53.         “US” refers to the United States of America;                                  

2.1.54.         “USD” refers to the US Dollar;

2.1.55.         “US Person” refers to a person located in, or a citizen or resident of the US or any of the following: (a) a domestic partnership (partnership organised in the US); (b) a domestic corporation (corporation incorporated in the US); (c) any estate other than a foreign estate or any trust (if a court within the US is able to exercise primary supervision over the administration of the trust, and one or more US persons have the authority to control all substantial decisions of the trust); or (d) the US government, a US State or the District of Columbia (including any agency, instrumentality or political subdivision thereof);

2.1.56.           “Virtual Asset” refers to a digital representation of value that can be digitally traded and functions as (1) a medium of exchange; and/or (2) a unit of account; and/or (3) a store of value, but does not have legal tender status in any jurisdiction;

2.1.57.         “Wallet” refers to a sub-account maintained under your Account and which is specific to a particular fiat currency, Stablecoin or Accepted Virtual Asset; and

2.1.58.         “Website” refers to Changer’s publicly accessible website, www.Changer.ae.

2.2.     Any reference to a statutory provision includes a reference to such provision as amended, restated or replaced from time to time.

2.3.     Capitalised words and expressions not defined in this Agreement, but which are defined in the FSRA’s Glossary, shall have the same meanings as in the FSRA’s Glossary, as amended from time to time.

2.4.     Reference to the singular will where the context allows include the plural.

2.5.     A reference to this Agreement or to any other agreement or document is a reference to this Agreement or such other agreement or document, in each case as amended from time to time.

2.6.     A reference to any legislation or regulation is to that legislation or regulation as amended, amended and restated, re-enacted, replaced or modified from time to time.

2.7.    A reference to a time of day is a reference to Gulf Standard Time unless otherwise provided.

2.8.    The headings of this Agreement are for convenience only and shall not affect the interpretation of this Agreement.

3.1.      You can apply to access and use the Services by:

3.1.1.   completing the online application process as set out on the Platform;

3.1.2. providing supporting documents as directed during the online application process; and

3.1.3. indicating, during the online application process, that you agree to the terms of this Agreement, whereupon this Agreement shall come into force.

3.2.     As a condition of this Agreement, your access to the Services require that you satisfy all eligibility requirements applicable to access to and use of the Services, as set out during the online application process, and that you answer all questions on the application accurately and fully, and to the best of your knowledge and belief.

3.3.    By applying to access and use the Services you warrant and represent that:

• you are a Person 21 years or older with full legal capacity and authority to enter into this Agreement;
• you have read and understood all documents and other information provided to you in relation to Changer’s Platform and Services, and you possess the sophistication, expertise and knowledge necessary to make informed decisions in respect of any activities that you undertake on the Platform and that you will not rely on any communication or statement (written or verbal) by Changer as investment advice or as a recommendation to enter into any transaction;
• you are the legal and beneficial owner of any Funds deposited into your Account;
• your access to and use of the Services does not breach any Applicable Law or any laws or regulations that are applicable to you in your country of residence;
• you have not previously been suspended or removed from using the Services and/or the Platform;
• if you are entering into this Agreement on behalf of an Entity or any other Person that you have all necessary rights and authority to act for and to bind that Entity and/or any other Person to the obligations set out in this Agreement; and
• you are not a US Person.

3.4.    Your rights to access and use the Services will not take effect until you have been notified that Changer has completed its due diligence review, verified your identity, and confirmed your right to access and use the Services. The checks referred to in this clause include an assessment based on the information you have provided of your knowledge and experience in accordance with COBS 2.6.2.

3.5.   Changer reserves the right to amend, modify or impose additional restrictions on the Services provided to you at any time, without notice, on the basis of any new information that affects your Client Classification or Customer Risk Assessment.

4.1. Changer conducts a detailed analysis of the inherent risks applicable to Virtual Assets and Stablecoins and shall make risk disclosures to Clients in a timely manner and on an on-going basis through the publication on the Platform and Website of a risk disclosure statement (the “Risk Disclosure Statement”).

4.2.     All disclosures in the Risk Disclosure Statement will be updated and analyzed to ensure the relevant risks have been disclosed, given the rapidly developing market for Virtual Assets and Stablecoins. You will be notified via email of changes made to the Risk Disclosure Statement, and such notification will contain the latest version of the Risk Disclosure Statement.

4.3.    By entering into this Agreement and/or by accessing the Platform and/or the Services, you acknowledge that you have been informed of and that you understand and agree that you have read and understood the Risk Disclosure Statement as amended from time to time.

4.4.        Changer reserves the right to restrict access to the Services and/or to impose an Account Limit and/or Transaction Limit if it reasonably considers appropriate given your circumstances, needs and objectives. Notification of your right to access and use the Services may (at our sole discretion) include notification of any Account Limit and/or Transaction Limit that we consider reasonable and appropriate based on the information that you provide when applying to access and use the Services and on Changer’s assessment carried out in accordance with COBS 2.6.2 of any risks disclosed or suggested by that information. We will notify you via email of any subsequent imposition of an Account Limit and/or Transaction Limit, or subsequent change to or removal of an Account Limit and/or Transaction Limit previously imposed.

5.1.      You may be classified as a Professional Client (if you meet the criteria set out in clause 5.2.) in respect of all, or only some, of the Services or products offered by Changer. To the extent that you are not classified as a Professional Client, you will be classified as a Retail Client in accordance with COBS 2.3.

5.2.                 A Professional Client is one that, based on an inspection and evaluation of supporting evidence, is reasonably considered to meet the criteria set out in COBS 2.4.2 (Deemed Professional Client) or COBS 2.4.4 (Assessed Professional Client).

5.3.     Before classifying you as a Professional Client, we will provide you with a notification of our intent to do so by email. You have the right, within 14 days after such notification or before you use our services (whichever event occurs earlier), to request that we instead classify you as a Retail Client in respect of particular Services or products offered by Changer.

5.4.      The request must be made by email to support@changer.ae. Changer must classify you as a Retail Client and afford you the higher level of protection available to Retail Clients if the request is received within 14 days of our notification or before you commence access to or use of the Services (whichever event occurs earlier).

5.5.      If you are provided with notification of our intent to classify you as a Professional Client, and you do not request to be classified as a Retail Client within 14 days of our notification or before you commence access to or use of the Services (whichever event occurs earlier), Changer will classify you as a Professional Client.

5.6.      If you are classified as a Professional Client, you may at any time request reclassification as a Retail Client by providing Changer a written notice by way of email to support@changer.ae.

5.7.    We reserve the right to review and change your Client Classification at any time and without prior notice. We may require further information, documents or confirmations from you in order to determine or vary the relevant classification. By entering to this Agreement, you agree to promptly provide us with such further information, documents or confirmations as we may request from time to time in connection with your Client Classification, and that following your classification, you will provide us with any information which might affect the client category assigned to you.

5.8.        We will periodically review your Client Classification, with scheduled reviews taking place at intervals of no more than 12 months. If we become aware at any time that you do not meet the criteria for the client category we assign to you in the last client classification notice, we will send you a new Client Classification notice via email informing you of your new Client Classification.

6.1.      Changer takes its obligations to mitigate the risk of being used for money laundering, terrorist financing and associated financial crimes, very seriously. Changer has detailed policies and procedures covering, among other areas, transaction monitoring, customer due diligence procedures (“CDD Procedures”) and AML Procedures. These are kept under review on an ongoing basis.

6.2.     You will need to complete certain AML/CTF verification procedures before you are permitted to start using our Services.

6.3.   Changer will periodically review the adequacy of the AML/CTF verification information and documents you have provided to ensure that the information remains up to date. We may ask you to provide us with additional information or documents as part of our ongoing verification procedures.

6.4.    We seek to comply with all applicable legal requirements in the field of AML/CTF. For the purposes of know-your-customer checks, it is necessary for us to obtain from you and retain required documents, information and data confirming your identity and/or the identity of a legal entity you represent and any other relevant documents and/or information.

6.5.   You agree that, in order to comply with all applicable legal requirements in the field of AML/CTF, including customer due diligence, transaction monitoring and suspicious transaction reporting and customer screening, we can:

6.5.1. share your Personal Data (as defined in clause 20 of this Agreement) with third parties, which may include (i) third party processors, (ii) sub-processors, (iii) public agencies, to the extent required by law, for the purposes of criminal investigations on the basis that before any such disclosure, we shall, unless prohibited by law, use reasonable efforts to notify you of the request for your personal data and we shall also use reasonable efforts to disclose only the minimum amount of personal data necessary to comply with the legal or regulatory requirement and, to the extent possible, will seek to obtain confidential treatment and the safeguarding of any personal data disclosed to any such public agencies, or (iv) third parties located outside the ADGM for the purpose of disclosing details pertaining to the sender and recipient of Virtual Asset or Stablecoin transfers to counterpart financial institutions; and

6.5.2. request Personal Data (as defined in clause 20 of this Agreement) from third parties, including third parties involved in customer screening and fraud prevention.

6.6.    Your right to access and use the Services is subject to Applicable Law. By accessing and using the Services you agree, warrant and represent that your access/use of the Services is compliant with Applicable Law and with the laws of any jurisdiction in which you are resident, incorporated or operating.

6.7.     Changer reserves the right to review and to freeze, block or put a hold on your access or use of the Services or part thereof if at any time:

6.7.1. you are in, under the control of, or a resident, or a national of one of the Financial Action Task Force high-risk jurisdictions or jurisdictions under increased monitoring, or of a jurisdiction that prohibits or restricts the use of any of the Accepted Virtual Assets or Stablecoins, or of any jurisdiction which is targeted by United Nations (“UN”) Security Council, US, European Union, United Kingdom or UAE sanctions (“Sanctions”);

6.7.2. you are targeted by any Sanctions;

6.7.3. you are in, under the control of, or a resident, or a national of a country, or territory that is not recognised by at least one member state of the UN or has limited diplomatic recognition or a jurisdiction that requires Changer to have a fiat currency-related, Virtual Asset-related and/or Stablecoin-related licence to provide Services to you that Changer might not have;

6.7.4. you are a Person who fails to meet any due diligence standards, requests, or requirements of Changer, or are otherwise reasonably considered by Changer to be of high risk; or

6.7.5. we have been instructed to do so by the FSRA or any other regulatory authority.

6.8.      We will usually give you advance notice via email before we freeze, block or put a hold on your Account or any of your Wallets and provide you with information on the reasons why we have taken that decision. However, we may not provide you with advance notice or an explanation of our reasons where to do so would cause us to be in breach of any law or regulation or otherwise compromise our reasonable security measures. We will also notify you within twenty-four (24) hours of freezing, blocking or putting a hold on your Account or any of your Wallets to let you know the action we have taken, any action we expect you to take and how to contact us. We will not notify you in circumstances where to do so would cause us to be in breach of any Applicable Law or we reasonably suspect your Account is being used for the purposes of Financial Crime.

6.9. Notwithstanding any other terms of this Agreement, where you are an individual, if we receive legal documentation confirming your death or other information leading us to believe you have died, we will freeze your Account, and during this time, no transactions may be completed until (i) your designated fiduciary opens a new account, as described below, and the entirety of your Account has been transferred to such new account, or (ii) we have received proof in a form satisfactory to us that you have not died. If we have reason to believe you may have died but lack satisfactory proof of your death, you authorise us to make inquiries, directly or through third parties, that we deem necessary to determine whether you have died. Upon receipt of proof satisfactory to us that you have died, the fiduciary you designated in a valid will or similar testamentary document must open a new account. If you have not designated a fiduciary, we reserve the right to: (i) treat as your fiduciary any person entitled to inherit your Account, as determined by us upon receipt and review of the documentation we, in our sole and absolute discretion, deem necessary or appropriate, including but not limited to a will, a living trust or other similar documentation, or (ii) require a court order designating a fiduciary from a court having competent jurisdiction over your estate. If we determine, in our sole and absolute discretion, that there is uncertainty regarding the validity of the fiduciary designation, we reserve the right to require a court order resolving such issue from a court of competent jurisdiction before taking any action regarding your Account. Pursuant to the above, your designated fiduciary must open a new account following your death, and you agree that your fiduciary will be required to open a new Account to access the contents of your Account.

6.10.  You agree that, to the extent permissible under Applicable Law, we will not be responsible for, and you will indemnify and hold us harmless for any losses arising as a result of a decision to freeze, block or put a hold on your Account or any of your Wallets, unless such losses are a result of our breach of this Agreement, or as a result of our gross negligence, willful default or fraud.

6.11.    Depending on your place of residence, or the location from which you access or attempt to access the Services, there might be other factors which might limit or preclude your access to or use of the Services. It is your responsibility to follow any laws or regulations that are applicable to you in your country of residence and/or place from which you access the Services.

6.12.   At the moment of establishing a business relationship with us and/or before and/or after the withdrawal or deposit of any Funds, or any transaction involving Funds, we shall have the right to demand from you any documents and/or information, including, but not limited to those confirming the legal grounds as well as sources (origin) of your Funds and the purpose and planned nature of your business relationships with us, the nature of business and management (shareholding) structure of a legal entity you represent, beneficial owners, identity, address, source of wealth or funds and/or other documents and information to the extent necessary for us to adequately fulfill the requirements of relevant legal acts in the field of AML/CTF.

6.13.   You may also be required to undergo additional (enhanced) due diligence, where we may request that you submit additional information about yourself or your business, provide relevant records, and arrange for meetings with our staff so that we may, among other things, establish the source of your wealth and source of Accepted Virtual Assets/Stablecoins/fiat currencies for any transactions carried out in the course of your use of our Services. We reserve the right to charge you costs and fees associated with such additional due diligence.

6.14.   We shall have the right to verify the information provided by you using reliable and independent sources of information and other lawful methods. You authorise us to make enquiries, whether directly or through third parties, that we consider necessary to verify your identity or protect you and/or us against fraud or other financial crime, and to take action we reasonably deem necessary based on the results of such enquiries. Additionally, we may require you to wait for some amount of time after the completion of a transaction before permitting you to use further Services and/or before permitting you to engage in transactions beyond certain volume limits.

6.15.   We shall perform monitoring of your transactions and in the case of a suspicious and/or unusual operation or transaction, we shall have the right to suspend your access to or use of your Account or any of your Wallets, for a certain period of time. In that case, to the extent permissible under Applicable Law, we shall not be liable to you for any default on any contractual obligations and/or for any damages or losses sustained by you.

6.16.   Changer reserves the right to limit or prohibit, at any point of time, use of the Platform and/or the Services for certain jurisdictions if Applicable Law, local laws or regulations or Changer’s AML Procedures, CDD Procedures or any other relevant risk management measures require such limitation or prohibition.

6.17.   Changer further reserves the right at any time to apply enhanced due diligence measures in relation to Persons reasonably considered by Changer to be of high risk, including, without limitation, Persons who are in, under the control of, or are residents, or nationals of a country targeted by Sanctions or any Person who is, or appears to be, or becomes a Politically Exposed Person (“PEP”) or is associated with a PEP.

6.18.   We shall have a general duty to report any suspicious activity identified during the business relationship with you to the relevant authorities as well as other reporting duties deriving from relevant legal acts. We shall not be liable to you for the execution of such duties.

6.19.   We shall be entitled to terminate a business relationship with you and/or a legal entity you represent at any time if we determine that continuing such a business relationship with you and/or a legal entity you represent exposes us to a money laundering and/or terrorist financing risk that we no longer deem acceptable.

General Provisions

7.1.      To have access to and use the Services, you must first request to open one or more Wallets through the Platform. You can request to open a Wallet by following the instructions prescribed by Changer and published via the Platform for the purpose of using the Services. A Wallet will be opened only after Changer has approved the request to open the Wallet and has confirmed via email that such Wallet is open. You understand and agree that Changer shall have sole unfettered discretion in determining whether to approve a request to open a Wallet.

7.2.    Each Wallet is specific to a fiat currency, Stablecoin or Accepted Virtual Asset. An example of this is that if you want to transfer an Accepted Virtual Asset to your Account, you must first open an appropriate Wallet for that Accepted Virtual Asset.

7.3.    You may deposit Funds into your Account from any of the bank accounts or external wallets registered on the Platform (“External Wallets”). We may require you to verify that you control the bank account or External Wallet from which you deposit Funds into your Account. Subject to the terms of this Agreement, you may withdraw Funds from your Account, into a bank account or an External Wallet, as the case may be, which is under your control and registered with Changer. You understand and agree that Changer shall have sole discretion to register on the Platform any such bank account or External Wallet you specify. It is your responsibility to ensure timely and proper deposits/withdrawals to/from your bank account or External Wallet.

7.4.     You are solely responsible for your use of your bank account and External Wallet, and any transfers of Funds from your bank account and External Wallet to your Account, and to the extent permissible under Applicable Law, we shall not be liable for any losses resulting from the delay in receiving Funds into your Account via such transfers if such delay is not due to our gross negligence, wilful default or fraud.

7.5.     You shall be responsible for ensuring that any deposit or withdrawal of Funds is handled in compliance with the requirements of any bank account or External Wallet provider.

7.6.     You will deposit Accepted Virtual Assets/Stablecoins into your Account in such manner as shall be prescribed by Changer and published via email for the purpose of using the Services. Accepted Virtual Assets/Stablecoins will be considered deposited and available for trading only after Changer has confirmed and approved the deposit.

7.7.     In response to a withdrawal request made by you, and subject to the terms of this Agreement, Changer shall withdraw fiat currencies/Accepted Virtual Assets/Stablecoins from the relevant Wallet forming part of your Account according to the methods prescribed by Changer and published via email, which shall then (subject always to Changer’s AML Procedures, CDD Procedures and transaction monitoring) be transferred to such destination as shall be specified by you. In making such transfers, Changer relies on the accuracy and validity of the destination information provided by you and accordingly any such transfer to a withdrawal destination shall be at your own risk.

7.8.     Until a deposit or withdrawal is confirmed, an Accepted Virtual Asset/Stablecoin/fiat currency amount shall not form part of your Available Balance and will be in a pending state.

7.9.     You acknowledge that Changer does not own or control the underlying software protocols governing the operation of Accepted Virtual Assets/Stablecoins. Changer assumes no responsibility for the operation of those underlying protocols and is unable to guarantee their functionality, security, or availability. In particular, the underlying protocols may be subject to sudden changes in operating rules (“Forks”), and such Forks may materially affect the value, function, and or the name of the affected Virtual Asset/Stablecoin.

7.10.   Within a reasonable time of becoming aware of a Fork, airdrop or similar event materially affecting an Accepted Virtual Asset/Stablecoin, Changer shall publish a notification of such event on the Website and/or via email.

7.11. All requests and transactions (STP or non-STP) of the Customer will be subject to cut-off time and TAT (turnaround time) announced by Changer from time to time. Any request received by Changer before the cut-off time will be processed as per the announced TAT. Requests received after its established cut-off time, Changer shall attempt to act upon the Instruction on the day requested if Changer deems it practicable to do so or otherwise as soon as practicable on the next Business Day.

7.12.   You may request to close a Wallet, or all Wallets, for any reason at any time, by submitting a request in the manner prescribed by Changer and published via the Platform for the purpose of using the Services. This includes providing Changer with details of any account or other withdrawal destination to which the Funds remaining within such Wallet(s) may be returned following deduction of any Fees due to Changer. Once a Wallet has been closed, Changer will promptly notify you of its closure via email.

Arranging Service

7.13.  Clauses 7.13 to 7.18 apply with respect to your access to and use of Changer’s Arranging Service.

7.14. By entering into this Agreement, you hereby appoint Changer to arrange, on your instruction, for transactions in Accepted Virtual Assets and/or Stablecoins between you and one or more Approved Liquidity Providers by:

7.14.1. seeking, receiving and transmitting indicative quotes from Approved Liquidity Providers in relation to one or more Accepted Virtual Assets and/or Stablecoins;

7.14.2. receiving and transmitting instructions and/or orders for Accepted Virtual Assets and/or Stablecoins; and/or

7.14.3. settling transactions in Accepted Virtual Assets and/or Stablecoins between you and one or more Approved Liquidity Providers.

7.15.  You hereby authorise Changer to credit or debit Funds in your Account on the basis of settlement instructions provided by Approved Liquidity Providers in relation to Accepted Virtual Asset/Stablecoin transactions arranged through the Arranging Service.

7.16. You hereby acknowledge and agree that:

7.16.1. Changer will not owe any duty to you to complete any suitability assessment or conduct best execution with respect to the transactions arranged via the Arranging Service;

7.16.2. Changer will not act as your agent when providing the Arranging Service and has no authority to bind you to transactions in Virtual Assets and/or Stablecoins and nothing in this Agreement will be construed as creating an agency relationship between you and Changer with respect to the Arranging Service; and

7.16.3. Changer does not provide any investment, Tax, legal or accounting advice or any advice on the merits of you, in your capacity as an investor or potential investor, buying, or selling or otherwise entering into transactions in Virtual Assets or Stablecoins.

7.17.   Changer will not be responsible for any losses suffered by you as a result of the receipt or transmission of any instructions or orders with respect to Virtual Assets and/or Stablecoins, except to the extent caused by Changer’s gross negligence, wilful default or fraud.

7.18.  You are not entering into any transactions with Changer in respect of Virtual Assets or Stablecoins when you use our Arranging Services, nor will Changer execute any such transactions. Instead, the Arranging Service allows you to enter into transactions in respect of Virtual Assets or Stablecoins with, and executed by, one or more Approved Liquidity Providers. The terms and conditions of any such transaction, including the fees that may apply to any such transaction, will be set out in separate terms and conditions between you and the relevant Approved Liquidity Provider.

Dealing Service

7.19.  Clauses 7.19 to 7.32 apply with respect to your access to and use of Changer’s Dealing Service.

7.20. By entering into this Agreement, you hereby appoint Changer to deal as your agent, on your instruction, in respect of transactions in Accepted Virtual Assets and/or Stablecoins with one or more Approved Liquidity Providers by:

7.20.1.         seeking, receiving and transmitting indicative quotes from Approved Liquidity Providers in relation to one or more Accepted Virtual Assets and/or Stablecoins;

7.20.2. receiving and executing instructions and/or orders for Accepted Virtual Assets and/or Stablecoins; and

7.20.3. settling transactions in Accepted Virtual Assets and/or Stablecoins between Changer, acting as your agent, and one or more Approved Liquidity Providers.

7.21.   You will be able to access a live price feed for Accepted Virtual Assets and Stablecoins on the Platform. You may also instruct Changer to request for a buy quote or sell quote in respect of a quantity of Accepted Virtual Assets or Stablecoins from one or more Approved Liquidity Providers by following the instructions on the Platform.

7.22. You may use your Account to place orders to buy or sell a certain quantity of Accepted Virtual Assets or Stablecoins. Once an order is placed, the full amount of Funds required to fill the order (including any Fees) is placed on hold in your Account until your order is filled or cancelled. Notwithstanding any other terms of this Agreement, you will not be able to withdraw Funds that are placed on hold, or close the relevant Wallet, until such Funds are no longer placed on hold. An order will be rejected if you do not have enough Funds in your Account to settle the order.

7.23.  You will be notified via the Platform once an order is confirmed. You may modify or cancel your orders prior to confirmation. Once an order is confirmed, the trade is binding on you and cannot be reversed, cancelled or modified by you.

7.24.  You accept that confirmed trades may not execute in the event that market price movements surpass confirmed prices. Any unexecuted trades may be cancelled by Changer at its sole discretion.

7.25. In the event of an error, whether via Changer’s Services, in a purchase order confirmation, in processing your purchase or otherwise, Changer reserves the right to correct such error and revise your purchase transaction accordingly or to cancel the purchase and refund any amount received. Your sole remedy in the event of an error is to cancel your purchase order and obtain a refund of any amount charged.

7.26.  Changer may aggregate your order with orders for other clients in order to facilitate the execution of your transaction. This aggregation is intended to ensure best execution of your order, however please note that the effect of the aggregation may operate on some occasions to your disadvantage.

7.27.  You hereby authorise Changer to credit or debit Funds in your Account in order to settle transactions executed through the Dealing Service.

7.28. You hereby acknowledge and agree that:

7.28.1. Changer will only execute transactions upon your specific instructions and will not provide you with any investment advice. Consequently, Changer will not owe any duty to you to complete any suitability assessment with respect to the transactions executed via the Dealing Service; and

7.28.2. Changer does not provide any investment, Tax, legal or accounting advice or any advice on the merits of you, in your capacity as an investor or potential investor, buying, or selling or otherwise entering into transactions in Virtual Assets or Stablecoins.

7.29.  Changer will not be responsible for any losses suffered by you as a result of the receipt or transmission of any instructions or orders, or the execution of transactions with respect to Virtual Assets and/or Stablecoins, except to the extent caused by Changer’s gross negligence, wilful default or fraud.

7.30. Changer does not act as principal when providing the Dealing Service. Your counterparty in respect of each transaction executed via the Dealing Service will be one or more Approved Liquidity Providers.

7.31.  Changer will send a confirmation note in relation to any transaction executed on your behalf, as soon as possible and in any case no later than 2 days following the date of execution of the transaction. This confirmation note will include the information required under COBS 11.1.4.

7.32.  Changer will seek best execution for any aspect of a transaction that is executed via the Dealing Service that lies outside your specific instructions, in accordance with the FSRA Rules.

8.1.      Any communication between you and us shall take place primarily via emails.

8.2.     Disclosure of any information via emails shall be considered as duly submitted only if such information is sent to and from the email addresses that are disclosed under this Agreement: (i) Changer’s email address that should be used for communication is support@Changer.ae; (ii) your email address that should be used for the communication should be disclosed during the application for an Account. Communication via other email addresses shall not be considered appropriate unless otherwise agreed by the parties to this Agreement.

8.3.    Notices and other communications sent by emails shall be deemed delivered to and received by the receiving party on the same Business Day it was sent (in case it is sent on a non-Business Day, it will be deemed delivered to and received by the receiving party on the next earliest Business Day).

8.4.    Under certain circumstances, especially in emergency cases, we may also contact you by using any other means of communication and contact details you have provided to us.

8.5.    It is your responsibility to regularly check the proper functioning of your email and other methods of communication that you use to communicate with us and to retrieve and read messages relating to our Services provided to you. We shall not be liable for any loss arising out of your failure to do so.

8.6.    By providing a valid email address or sending a communication via email, you are indicating that you agree for Changer to communicate with you via email for any purpose under this Agreement.

8.7.     You must communicate with us in English. Documents and other information supplied will be in English.

8.8.    All communications with you will be recorded. A copy of the recording of such conversations will be available upon request for at least 6 years from the date of the relevant conversation.

9.1.      You agree to consider all Security Measures associated with your Account as confidential information and not to disclose such information to any third party.

9.2.     You agree that you are solely responsible for taking all necessary safety precautions to protect Security Measures associated with your Account.

9.3.    You must notify Changer immediately if you are aware of any unauthorised access to or use of your Account or of the Platform using any Security Measures associated with your Account by any Person. Unless Changer receives such notification from you, any actions initiated, requested or made by your Account or using Security Measures associated with your Account will be considered as made by you as the holder of the Account.

9.4.    You must ensure that you are properly logged out of the Platform at the end of every session.

9.5.    If you discover suspicious activity or operations, including but not limited to unknown deposits and withdrawals, made to/from your Account that were not initiated by you, you must immediately notify Changer about such activities and/or operations and promptly follow any instructions sent by Changer. Changer reserves the right to suspend your Account or any of your Wallets until its investigations are completed.

9.6.    Notwithstanding any other terms of this Agreement, Changer reserves the right to temporarily suspend or otherwise restrict your ability to deposit or withdraw Funds from your Account or any of your Wallets, or to use the Services:

9.6.1.  where Changer reasonably believe it is required to protect the security of your Account or any of your Wallets;

9.6.2. where Changer suspect that there may be unauthorised or fraudulent use of your Account or any of your Wallets;

9.6.3. where Changer is prohibited from doing so, or required or recommended not to do so, by any Applicable Law; and/or,

9.6.4  otherwise in accordance with this Agreement.

10.1.    Once permitted to access and use the Services, you may give instructions to Changer in respect of a transaction, including an instruction to:

10.1.1.  initiate a request to deposit Funds;

10.1.2. initiate a request to withdraw Funds;

10.1.3. initiate a request to use Changer’s Arranging Service; or

10.1.4. initiate a request to use Changer’s Dealing Service.

10.2.   We will prescribe and notify you via email how you may give the instructions described above. Changer will notify you once a deposit/withdrawal has been executed. Where multiple deposits/withdrawals are made in relation to the same Account on the same day, such deposits/withdrawals may appear together in a single notification.

10.3.   You acknowledge and agree that (subject always to Applicable Law and FSRA requirements and approvals) Changer has sole discretion and absolute control over, and the right to modify at any time, the functionality, configuration, appearance and content of the Platform, save that any modifications that would amount to an amendment of this Agreement would be made in accordance with clause 21. You will be notified as far in advance as reasonably practicable by written notice via email.

11.1.     Any Accepted Virtual Asset received by Changer from clients will be received and securely stored. The private keys are maintained by Changer. Your Accepted Virtual Assets shall be pooled with other client Accepted Virtual Assets into an omnibus wallet, therefore, your Accepted Virtual Assets are not physically segregated from other clients’ Accepted Virtual Assets, but shall remain segregated from Changer’s Assets. Your Accepted Virtual Assets will be subject to the protections conferred by the FSRA’s safe custody rules under COBS 15.

11.2.    Changer shall conduct a weekly reconciliation of Client Money held on your behalf.

11.3.    Changer shall not be liable for insolvency, acts or omissions of a Third Party Agent holding Client Money, save for any liability under Changer’s fiduciary duties to clients. However, Changer will conduct an appropriate and continuing risk assessment of our Third Party Agents prior to entering into a service agreement, in order to ensure that those Third Party Agents are safe repositories.

11.4.    Changer will send monthly statements to your pre-registered email address. Additionally, you may view your near-real time statement at any time upon logging into your Account. You may also download PDF statements of a requested period via your Account. For the avoidance of doubt, such statements would not contain any measure of performance of the Accepted Virtual Assets in your Account.

11.5.    Changer will publish on the Platform the full list of Accepted Virtual Assets.

11.6.    Statements will include the following:

11.6.1. your Available Balance reported by reference to the Accepted Virtual Assets, Stablecoins and/or fiat currencies held, or the relevant exchange rate if not reported in the currency in which the money is held;

11.6.2. the amount, date and value of each transaction, including each deposit and withdrawal during the past month;

11.6.3. any Fees that might from time to time be charged on your Account since the previous statement.

11.7.    Statements will be accessible for up to 6 years after your Account is closed, however it is recommended that you download and store your statements on a regular basis.

11.8.   By entering into this Agreement, you agree that you have read, acknowledge and accept the disclosures in the custody disclosure statement (“Custody Disclosure Statement”), published on the Website and as amended from time to time. We will notify you via email of any changes made to the Custody Disclosure Statement.

11.9.   Changer does not provide interest on Client Money held.

11.10.  When Client Money is held on your behalf by Changer, your Client Money shall be subject to the protections conferred by the Client Money Rules as provided under the FSRA Rules.

11.11.   Your Client Money shall be pooled with other Client Money into one account, therefore, your Client Money is not physically segregated from other Client Money, but shall remain segregated from Changer’s own money. In the event of Changer’s insolvency, winding up or other pooling event stipulated under the FSRA Rules, the Client Money will be subject to the Client Money Distribution Rules.

11.12.  Client Money will be held in client money accounts with third party service providers, including banking partners, assessed by Changer to be suitable for such purposes in accordance with its obligations under the FSRA Rules.

11.13.  Client Money may be held on your behalf with third party service providers, including banking partners, in jurisdictions outside the ADGM. Please note that the market practices, insolvency and legal regimes of such jurisdictions may differ from those applicable in the ADGM.

11.14.  Changer, or its nominee company, will hold your Client Money in trust, in accordance with the terms set out in COBS 14.12.

11.15.  On an event of default or at any time after Changer has determined, in its absolute discretion, that you have not performed (or Changer reasonably believes that you will not be able or willing in the future to perform) any of your obligations to it, Changer may immediately suspend your access to the Service.

12.1.    You acknowledge and agree that Changer is the sole owner (except to the extent owned by third-party licensors including any third-party technology providers), of all rights, title, goodwill and interest in and to the IP Rights. You have, and will obtain, no rights in or to any IP Rights, except for those limited rights licensed to you by us pursuant to clause 12.3 below.

12.2.   You must not:

12.2.1. alter, maintain, enhance or otherwise modify the Platform or Website (or attempt to do so);

12.2.2 . disassemble, decompile, reverse-engineer, copy, bug fix, correct, update, transfer, broadcast (or in each case, attempt to do so) or create derivative works based on the Platform or Website; or

12.2.3 sublicense, transfer, sell or otherwise use or dispose of the IP Rights.

12.3. Subject to your compliance with the terms and conditions of this Agreement, you are granted a limited, revocable, non-exclusive, royalty-free and non-transferable license to access and use the Platform to access and use the Services in a manner consistent with this Agreement. You are not granted any other rights to the IP Rights.

12.4.   Unless otherwise specified, all materials on or accessible via the Platform and Website are the property of Changer and are protected by copyright, trademark and other Applicable Laws. You may view, print and/or download a copy of the materials from the Platform or Website solely for your personal, informational and/or non-commercial use, provided you comply with all copyright and other proprietary notices.

12.5.   The trademarks, service marks and logos of Changer and others used in connection with the Platform and Website are the property of Changer. The software, text, images, graphics, data, prices, trades, charts, graphs, video and audio used on the Platform and Website belong to Changer. Trademarks and materials must not be copied, reproduced, modified, republished, uploaded, posted, transmitted, scraped, collected or distributed in any form or by any means, whether manual or automated. The use of any such materials on any other website or networked computer environment for any other purpose is strictly prohibited; any such unauthorised use may violate copyright, trademark and other Applicable Law.

13.1.    You must ensure at all times that you comply with this Agreement, and only use the Services and the Platform in accordance with this Agreement. In particular, you must ensure to the best of your ability that all information you provide us with under this Agreement, including payment information, is accurate and complete.

13.2.   You must not use the Services or Platform or other items for any unlawful purpose, nor will you attempt to modify, reverse engineer, merge or decompose any software or other items forming part of the Platform that we may supply to you.

13.3.   When accessing or using the Platform and/or the Services, you acknowledge and agree that you will not violate any law, contract, IP Rights and/or other third-party right or commit a tort, and that you are solely responsible for your conduct while using Changer’s Platform. Without limiting the generality of the foregoing, you agree that you will not:

13.3.1.             use the Platform in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying use of the Platform, or that could damage, disable, overburden or impair the functioning of the Platform in any manner;

13.3.2.           use our Service to pay for, support or otherwise engage in any illegal gambling activities, fraud, money-laundering, terrorist activities or other illegal activities;

13.3.3.           use any robot, spider, crawler, scraper or other automated means or interface not provided or approved by us to access the Platform or to extract data;

13.3.4.           use or attempt to use another client’s account unless you are the authorised representative of said client;

13.3.5.           attempt to circumvent any content filtering techniques we employ, or attempt to access to any Service that you are not authorised to access;

13.3.6.           develop any third-party applications that interact with the Platform without our prior written consent;

13.3.7.           provide false, inaccurate, or misleading information;

13.3.8.           advertise products on the Platform unless specifically authorised by Changer; or

13.3.9.           encourage or induce any third party to engage in any of the activities prohibited under this Agreement or forbidden by any Applicable Law.

13.4.   You must only utilise the Platform using a device which has the most up to date anti-virus, firewall and security patch software which is to be purchased and installed at your own cost.

13.5.   You are responsible for ensuring that:

13.5.1. any software installed on your Computer is kept virus free; and

13.5.2. all your important data is backed up at regular and frequent intervals.

13.6.   In relation to any messaging or other communication service that may be provided from time to time by Changer in connection with the Platform or the Services, you must not:

13.6.1. insult and threaten other clients and/or Changer staff. Any violation of this rule may result in suspension or termination of this Agreement and of your right to access and use the Services;

13.6.2. use any forms of obscene language;

13.6.3. make statements stirring up to international dissention, containing violence propaganda or offending religious feelings of any other Person;

13.6.4. send any kind of external links;

13.6.5. advertise products or services of other companies or service providers;

13.6.6. flood, spam and discuss topics that are not related to the Services; or

13.6.7. provide false or misleading information about Changer or any clients of the Service.

14.1.    Changer has been committed to maintaining the security of fiat currencies, Accepted Virtual Assets and Stablecoins entrusted to Changer by clients and has implemented industry standard protection for Services. However, the actions of individual clients may pose risks.

14.2.   You shall agree to treat your access credentials (such as your name and password) as confidential information, and not to disclose such information to any third party. You also agree to take necessary security measures to protect your personal information and Account.

14.3.   You are responsible for keeping the electronic device through which you access our Services safe and maintaining adequate security and control of any and all security details that you use to access our Services. This includes taking all reasonable steps to avoid the loss, theft or misuse of such an electronic device and ensuring that such an electronic device is both encrypted and password protected.

14.4.   You must never access the Services in such a way that third parties would be able to view, access or obtain your Security Measures.

14.5.   Keep your Security Measures secret. Never record your Security Measures on any software or utilise any “save password” facility on your internet browser whereby your Security Measures is automatically saved for future use.

14.6.   To the extent permissible under Applicable Law, Changer assumes no liability for any loss or consequences caused by authorised or unauthorised use of your account credentials, including but not limited to information disclosure, information release, etc, except as a result of Changer’s gross negligence, wilful default or fraud.

14.7.   We may stop or suspend the use of your Account or any of your Wallets if we believe that the security of your Account or any of your Wallets is compromised or we suspect that there has been unauthorised or fraudulent use of your Account or any of your Wallets. To the extent permissible under Applicable Law, we shall not be held liable for your losses incurred as a result of blocking your access to your Account or any of your Wallets and shall not be liable to pay to you any damages or compensation in these circumstances, except where such losses/liability results from Changer’s gross negligence, wilful default or fraud. If we stop or suspend the use of your Account or any of your Wallets as a result of a suspicion that there has been unauthorised or fraudulent use of your Account or any of your Wallets, we shall notify you of this fact by email promptly.

14.8.   You must comply with all instructions which we may give you from time to time in relation to the operation of the Services, Security Measures and security arrangements in connection with the same.

14.9.   You agree to co-operate fully with Changer, the FSRA and any relevant law enforcement body in relation to any investigation into any actual or suspected misuse of your security details, including your Security Measures and will provide any and all relevant information to assist in any such investigation, if requested.

14.10. You acknowledge that any use of the Internet may be subject to a virus attack and/or communication failure. Changer shall not bear any liability, whatsoever, for any damage or interruptions caused by computer viruses, spyware, trojan horses, worms or other malware that may affect your systems, computer or other equipment, or any phishing, spoofing or other virus attacks. Changer recommends that you use a reputable and available virus screening and prevention software at all times. You should also apply caution when reviewing text messages and emails purporting to originate from Changer, as short message/messaging services and emails are also vulnerable to phishing and spoofing and additional viruses.

14.11.   By creating the Account, you hereby agree that:

14.12.  you will notify us immediately if you are aware of any unauthorised use of your Account or any of your Wallets or any other violation of our security rules;

14.13. you will strictly abide by all mechanisms or procedures of Changer regarding security and authentication; and

14.14. you will take appropriate steps to log out from your Account at the end of each visit.

15.1.    Changer is not responsible or liable to you if:

15.1.1.  you divulge or give any security information and/or your Security Measures to an unauthorized third party;

15.1.2. any third party sees information concerning your Account displayed on your screen; or

15.1.3. any third party observes you when entering your Security Measures.

15.2.   Subject always to our obligations as data controller or processor for the purposes of ADGM Data Protection Regulations 2021 and any other data protection laws applicable or extending to your use of the Services, Changer is not liable for any disclosure of confidential information to any third party resulting from your misuse of the Platform or where you have failed to keep any Security Measures safe and confidential.

15.3.   Except if it arises from Changer’s gross negligence, fraud or wilful default, you will be liable to compensate us in full for any losses, costs, liabilities, actions and/or expenses regulating from your failure to comply with this Agreement or resulting from any action taken by us or our agents in accordance with your instructions and this Agreement.

15.4.   You acknowledge and agree that the exclusions and limitations of liability are integral to the level of Fees payable by you for access to and use of the Services, and that, were Changer to assume any further liability other than as expressly set out, such Fees would of necessity be set substantially higher.

16.1.    You agree to pay all Fees applicable to your access to and use of the Services. Details of Fees and the basis upon which Changer will impose those Fees are set out in this clause 16 and in Appendix A.

16.2.   Fees paid in Accepted Virtual Assets/Stablecoins will be held in a separate Changer cold wallet address.

16.3.   You will be given via email at least 30 Business Days’ notice of any proposed changes to the applicable Fees, costs and charges, unless the changes are reasonably assessed by Changer as being to your advantage, in which case a shorter notice period may be given (though in any event at least 14 Business Days’ notice will be given).

17.1.    Changer will use all reasonable efforts to ensure continuous availability of the Services. You acknowledge that there may be times when the Platform and the whole or any part of the Services is unavailable due to technical problems, for maintenance, if Changer suspect security breaches or fraud, due to strike, industrial action, failure of power supplies, failure of equipment (hardware or software) or events generally beyond our reasonable control.

17.2.   Changer will use reasonable methods to inform you without undue delay through the Platform if any Service is unavailable.

17.3.   Changer may withdraw or suspend all or part of the Service to you where:

17.3.1. a breach or potential breach of security is suspected;

17.3.2. you fail to take reasonable care to ensure the security of your use of the Platform or Services; or

17.3.3. the Services needs to be suspended for planned maintenance or to resolve any unexpected interruption or outage.

17.4.   To the extent permissible under Applicable Law, Changer is not responsible and shall not be liable for any loss, expense or delay that you may suffer as a result of any delay, withdrawal or suspension of the Platform, the Services and/or the processing of any Instruction, unless as a result of Changer’s gross negligence, wilful default or fraud.

18.1.    You are solely responsible for accounting for and meeting all Tax liabilities you may incur in connection with your Account and as a result of your access to and use of our Services.

18.2.   We make no representations in relation to Tax liabilities, assume no Tax liability for any Clients, assume no responsibility for the Tax liability of any Clients, not for collecting, reporting, withholding or remitting any Taxes arising from any Services that you may use.

18.3.   You acknowledge and agree that Changer will not provide you with any Tax advice. You are solely responsible for the payment of all Taxes due as a result of your use of the Services and for providing any relevant Tax authority with any information that is requested from you.

18.4.   In case we are obliged under Applicable Law or voluntarily decide to report to any competent authorities any information that is related to your Tax obligations or Changer’s Tax obligations in connection with the provision of Services to you under this Agreement, you undertake to provide us with the requested documents, data and information.

18.5   Notwithstanding clause 18.4 above, you acknowledge and agree that you will provide promptly and update periodically, including at any times reasonably requested by Changer and following any change that may cause any information documentation, certifications, forms, and/or verifications thereof previously provided by you to Changer under this clause to become untrue or misleading in any material respect, all information, documentation, certifications, forms, and/or verifications thereof that Changer deems necessary to comply with any requirements under the CRS, including information, documentation, certifications and forms (and verifications thereof) that Changer deems necessary:

18.5.1 to determine your residence, citizenship, country of domicile, incorporation or organisation and any tax status ascribed to you and/or your beneficial owners (if relevant) pursuant to the CRS; and

18.5.2 to satisfy any reporting obligations imposed by the CRS.

18.6   You further acknowledge and agree that any information, documentation, certifications, forms and/or verifications provided by you to Changer under this clause 18.5 may be provided to any relevant Tax authority by Changer in order to permit Changer to comply with any requirements or obligations to which it is or may be subject to under the CRS.

18.7.   You represent on an ongoing basis that (i) you are not subject to any reporting requirements or subject to any withholding or deduction for or on account of Tax in respect of FATCA and you will not cause Changer to become subject to any such reporting requirements or withholding requirements in respect of FATCA by entering into this Agreement or by using the Services and (ii) you are not a US Person.

19.1.   All AML records are retained for at least 6 years from the date on which they were created. All records that Changer is required to maintain in accordance with the FSRA Rules are maintained for a period of at least 6 years (commencing, in relation to each record keeping requirement under the FSRA Rules, on the date specified under the FSRA Rules), including:

19.1.1  the records set out in COBS 3.7.1;

19.1.2. the records set out in COBS 6.8;

19.1.3. a master list of all Client Money accounts; and

19.1.4. records of any agreements made with and instructions given to any third-party agents we may rely upon for custody of Accepted Virtual Assets.

For the purposes of this clause, the following defined terms may apply:

“Controller” has the meaning set out in the Data Protection Legislation.

“Data Protection Legislation” means all Applicable Laws relating to the processing of Personal Data and privacy including the ADGM Data Protection Regulations 2021, in each case which are in force from time to time in any jurisdiction, including all law and regulations implementing or made under them, any amendment or re-enactment of them and, where applicable, the guidance and codes of practice issued by applicable Regulatory Bodies.

“Personal Data” shall have the meaning set out in the Data Protection Legislation and shall refer, in this Agreement, to personal data relating to personnel, employees, directors, customers, end-users or suppliers or any other individual which is supplied to us by you or processed by us in connection with the provision of the Services.

“Processor” has the meaning set out in the Data Protection Legislation.

“Regulatory Bodies” shall mean those government departments and regulatory, statutory and other bodies, entities and committees which, whether under statute, rule, regulation, code of practice or otherwise, are entitled to regulate, investigate or influence the matters relating to the security of data, Personal Data and privacy.

20.1.   As part of our relationship, we may process certain Personal Data. We are committed to meeting our obligations under applicable Data Protection Legislation as a Controller and/or Processor, and safeguarding the privacy of our customers, and to protecting the personal data that we collect, store and process in the course of providing our Services to you. By entering into this Agreement, you agree that you have read, acknowledge and understand the terms of our Privacy Notice.

20.2 To the extent that we are acting in the capacity as a Processor and our Client is a Controller for the purposes of processing any Personal Data pursuant to this Agreement, the following clauses shall apply:

• The processing of Personal Data being undertaken shall be described further in Appendix B (Data Processing).
• Each party agrees, at all times, to comply with Data Protection Legislation in relation to any Personal Data processed by it under this Agreement. You, the Client, shall at all times ensure that all instructions given to us are in accordance with all applicable Data Protection Legislation and nothing in this Agreement relieves either party from any responsibilities or liabilities under applicable Data Protection Legislation. Without limiting this clause, we, Changer, shall:
  • only process the Personal Data in accordance with the documented instructions of the Client including with regard to transfers of Personal Data to a third country or an international organisation, unless otherwise required by applicable Data Protection Legislation, in which case we shall inform you, the Client, of that legal requirement before carrying out the processing, unless that Applicable Law prohibits such information on important grounds of public interest;
  • take reasonable and appropriate technical and organisational measures against unauthorised or unlawful processing of the Personal Data and against accidental loss or destruction of, disclosure, or damage or alteration to, the Personal Data, including (without limitation) by:
    • taking reasonable steps to ensure the reliability of any staff who have access to the Personal Data; and
    • ensuring a level of security appropriate to the nature of the Personal Data and the risks that are presented by its processing.
  • ensure that only those staff that need to have access to the Personal Data are given access to the extent necessary to provide the Services and only after the relevant staff have been informed of the confidential nature of the Personal Data and such staff agree in writing to be bound by a duty of confidentiality;
  • be permitted by way of general authorisation from the Client to disclose any of the Personal Data to a third party (including sub-processors), and allow such third party to process the Personal Data on our behalf, provided that we shall:
    • ensure that the third party is bound by data protection obligations no less onerous than those that we are subject to under this Agreement;
    • remain liable to the Client for the third party’s compliance with this clause; and
    • inform the Client of any intended changes concerning the addition or replacement of a third party processing Personal Data on its behalf, thereby giving the Client the opportunity to object to such changes. If the Client objects to such appointment, the parties shall work in good faith to resolve such objection;
  • provide the Client with reasonable cooperation and assistance (taking into account the nature of the processing and the information available to us and subject to payment by the Client of any reasonably incurred costs by us providing such cooperation and assistance) in connection with the Client’s compliance with:
    • its obligations in relation to data subjects, including data security, notification of data breaches to applicable Regulatory Bodies and data subjects (where relevant), undertaking data protection impact assessments and prior consultations with applicable Regulatory Bodies (where this is required); and
    • its obligations to respond to the exercise of data subject rights under applicable Data Protection Legislation;
  • not more than once in each calendar year, on no less than 30 Business Days’ prior written notice, provide to the Client, Regulatory Bodies (if applicable, depending on the relevant Data Protection Legislation the Personal Data is subject to) or a third party auditor appointed by the Client copies of our records in relation to the data processing under this Agreement, in each case only to the extent that the same is reasonably necessary in order to establish whether we have complied with our obligations under this Clause; and
  • if there is a Personal Data breach, notify the Client without undue delay of becoming aware of the breach and provide the Client with reasonable cooperation and assistance (taking into account the nature of the processing undertaken by us and the information available to us) in making any mandatory notifications to relevant Regulatory Bodies and/or affected data subjects in connection with the Personal Data breach.

20.3.    We, Changer, shall be permitted to engage in a transfer of Personal Data to a country which is not deemed to provide an ‘adequate’ standard of protection of Personal Data by a relevant Regulatory Body (“Restricted Transfer”) on the written instructions of the Client. The Client agrees that we shall be entitled to transfer Personal Data outside of the jurisdiction where:

• the recipient has entered into an agreement with us containing the “standard contractual clauses”; or
• the recipient is located in a country in respect of which the applicable supervisory authority for the jurisdiction has issued a finding of the adequacy of the protection of Personal Data; or
• the transfer otherwise satisfies the requirements of applicable Data Protection Legislation.

20.4. In the event of a Restricted Transfer, We (and our sub-processors (as applicable)) shall provide reasonable assistance to the Client, subject to payment by the Client of our reasonably incurred costs of providing such assistance, in relation to the Client undertaking a transfer impact assessment to assess whether the laws applicable to it provide adequate protection under applicable Data Protection Legislation.

20.5. On the expiry or termination of this Agreement for any reason, we shall at the choice of the Client:

• deliver all records of the Personal Data (or the relevant part thereof) to the Client; and/or
• irretrievably delete the Personal Data (or the relevant part thereof), except to the extent that we are required by applicable Data Protection Legislation to retain copies of the Personal Data.

21.1.    Changer may change the terms of this Agreement, including Fees and charges (subject to clause 16), by providing you via email with at least 14 Business Days’ written notice. Where possible Changer will aim to provide at least 30 Business Days’ written notice of changes to the terms of this Agreement. Changer may change the terms of this Agreement for any of the following reasons:

21.1.1.              to make the Agreement easier to understand or fairer to you;

21.1.2.          to correct any error that we have identified in the Agreement;

21.1.3              to cover any improvement in or change to our Services;

21.1.4.            to reasonably respond to changes or anticipated changes in the general market, to industry guidance or codes of practice;

21.1.5.          as a result of changes in technology, the systems used to run our business and/or market practice;

21.1.6.          to ensure that Changer complies with legal or regulatory requirements and guidance such as a direction from the FSRA;

21.1.7.          as a result of a change or forthcoming change in law, or a decision or recommendation by the courts; or

21.1.8.          as a reasonable response to actual or expected increases in the costs for providing the Services.

21.2.   Changer will explain the reason for the change when you are provided with a notice of the change.

21.3.   Changer will ensure the most recent version of this Agreement is always available on the Website.

21.4.   If you do not want to continue this Agreement because of a change that is being made, you have the right to terminate this Agreement immediately by giving written notice before the change comes into effect. However, if you do not cancel during this period and you continue to access and use the Services then you will be deemed to have accepted the notified changes.

22.1.   This Agreement shall continue in effect until terminated in accordance with this clause 22 or as otherwise provided in this Agreement. You may end this Agreement for any reason by giving at least 10 Business Days’ notice. Notice to terminate, whether under this clause 22 or otherwise in this Agreement, must be given via email to support@Changer.ae and must include details of any account or other withdrawal destination to which the Funds remaining within your Account may be returned following deduction of any Fees or other sums due to Changer.

22.2.  Notwithstanding any other provisions of this Agreement, Changer may end this Agreement immediately upon written notice in the following circumstances:

22.2.1. it is discovered that any of the information that you have provided is materially false or misleading;

22.2.2. where Changer is required to do so to comply with any applicable regulations or legislation;

22.2.3. there is threatening or abusive behavior made towards Changer employees;

22.2.4. you become bankrupt or subject to any analogous insolvency procedure in any relevant jurisdiction;

22.2.5. you have materially or persistently breached this Agreement or Changer has reason to believe that you have used, or intend to use, the Platform or your Account or any of your Wallets for fraudulent or other unlawful purposes; or

22.2.6. your Available Balance is equal to or less than all Fees due and payable to Changer.

22.3.  Changer may terminate this Agreement for any reason by giving at least 90 days’ notice via email to you of Changer’s intent to terminate this Agreement and close your Account.

22.4.  Ending this Agreement will not affect your continuing liability to Changer in respect of any breach of this Agreement, fraudulent or negligent use of your Account.

22.5. You authorise Changer to, upon termination of this Agreement, transfer any Funds from your Account for payment on your behalf of any Fees due and payable to Changer as at the date of termination.

23.1.   Changer maintains a Conflicts of Interest Policy which is available upon request. In accordance with that policy, Changer has in place arrangements to identify and manage conflicts of interest that arise between Changer and its clients and between our different clients.

23.2.  In the event of a material conflict of interest being identified, Changer will undertake to remove that conflict in as appropriate and timely manner as possible.

23.3.  If Changer is unable to remove the conflict, you will be notified of such conflict before we undertake any business with you and you will be advised of available options to take matters forward.

23.4.  In order to mitigate the risks associated arising from potential conflicts, Changer has in place strict segregation of duties, management oversight, adequate professional training, and effective compliance programs.

24.1.   Complaints about Changer’s Services will be dealt with in accordance with its Complaints Handling and Appeal Procedure. You may at any time (free of charge) request a copy of our Complaints Handling and Appeal Procedure via email from complaints@Changer.ae.

24.2.  Your complaint will be reviewed by the Changer’s Compliance Officer and will be addressed in accordance with its Complaints Handling and Appeal Procedure. If your complaint cannot be resolved within 24 hours, you will be contacted within 3 Business Days to acknowledge receipt of your complaint, and provided with the following further information:

24.2.1. the contact details of the person who will be responsible for handling the complaint;

24.2.2. the timelines in which Changer will update you on the progress of handling the complaint. Changer aims to resolve complaints promptly, when possible. Otherwise, Changer will try to resolve the complaint within 5 Business Days of receipt; additionally, you will be updated on progress if the matter has not been resolved within 5 Business Days of receipt of the complaint;

24.2.3. the procedures for referring the complaint to another regulated financial institution, if Changer consider that another regulated financial institution is entirely or partly responsible for the matter complained of;

24.2.4. that you will be advised in writing of the resolution of the complaint and with clear terms of redress, if applicable; and

24.2.5. if you are not satisfied with the terms of redress offered by Changer, you may pursue any other avenues for the resolution of the complaint under Applicable Law and in accordance with the terms of this Agreement, such as referring the issue to the Abu Dhabi Global Market Courts. Changer will provide you, on written request (free of charge), with contact details relevant to such potential avenues for the resolution of your complaint.

You may not assign or transfer any of your rights and/or benefits under this Agreement and you shall be the sole party to this Agreement with us. You will remain liable until all sums due under this Agreement have been paid by you in full. Changer may assign its rights and benefits at any time without prior written notice to you. Changer may sub-contract any of our obligations under this Agreement. If you object to such assignment or sub-contracting you may stop using our Services and terminate this Agreement by contacting us and requesting us to close your Account.

If any provision of this Agreement is deemed unenforceable or illegal, the remaining provisions will continue in full force and effect.

This Agreement (together with any documents referred to therein) constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.

Changer shall not be in breach of this Agreement nor liable for any loss you may suffer if it is prevented from providing Services, by reason of strikes, industrial action, failure of power supplies, failure of banking payment transmission or clearing systems, failure of telecommunications or other equipment, industrial dispute or other causes beyond our reasonable control.

Any delay or failure to exercise any right or remedy under this Agreement by Changer shall not be construed as a waiver of that right or remedy or preclude its exercise at any subsequent time.

Save as otherwise expressly provided in this Agreement, this Agreement is not intended and shall not be construed to create any rights or remedies in any parties other than you and Changer and its affiliates, which each shall be a third party beneficiary to this Agreement. No other person shall assert any rights as a third party beneficiary hereunder (notwithstanding any legislation to the contrary anywhere in the world).

31.1    You shall treat as strictly confidential and not use or disclose any information or documents which you receive (or have received) from us, whether before, during or after the term of this Agreement, and whether communicated orally, in writing, in electronic form or otherwise, relating to our business, financial situation, products and services (including the Services), expectations, processes and methods, customers or employees, in each case which is designated as being “confidential” or which by its very nature should obviously be treated as secret and confidential (together “Confidential Information”).

31.2   You may use the Confidential Information solely to the extent necessary to receive the benefit of the Services in accordance with this Agreement.

31.3   The obligation to maintain confidentiality under this clause 31 shall not apply to any Confidential Information to the extent that such information is (1) in the public domain through no breach of this Agreement, (2) known to you at the time of disclosure without restrictions on use, or independently developed by you, and in each case, there is appropriate documentation to demonstrate either condition, or (3) required to be disclosed to a regulatory authority such as the FSRA or by Applicable Law.

31.4   If you are required under Applicable Law or by any regulatory authority to disclose Confidential Information, you shall give us such notice as is practical in the circumstances of such disclosure and shall provide all cooperation reasonably requested by us in relation to mitigating the effects of, or avoiding the requirements for, any such disclosure.

31.5   Any Confidential Information shall remain the property of Changer and may be copied or reproduced only with our prior written consent.

31.6 Upon request, you shall return or destroy all materials containing our Confidential Information and, where such materials have been destroyed, confirm such destruction in writing. You shall be under no obligation to return or destroy such materials if and to the extent you are required to retain such materials under Applicable Law, provided that you shall notify us in writing of such requirement, giving details of the materials which have not been destroyed or returned, and this clause 31 shall continue to apply to such materials.

Rather than rely on an original signature, Changer may elect to rely on a signature that is transmitted, recorded or stored by any electronic, optical or similar means (including telecopy, imaging, photocopying, electronic mail, electronic data interchange, telegram or telex) as if it were a valid and binding original.

Rather than rely on an original signature, Changer may elect to rely on a signature that is transmitted, recorded or stored by any electronic, optical or similar means (including telecopy, imaging, photocopying, electronic mail, electronic data interchange, telegram or telex) as if it were a valid and binding original.