Trade Terms of Service

The following Trade Terms of Service (the “Trade Terms”) govern the use of the products, services, platforms, websites or any other features, technologies or functionalities provided by Coinify ApS company registration no. 35847995 , Matrikel1 office no. 401, Højbro Plads 10, 1200 Copenhagen, Denmark (“Coinify”) or as part of the Coinify brand, through Coinify’s website(s) (including mobile services), API, or through any other means (collectively the “Services”).

Coinify ApS is a limited liability company incorporated in Denmark and registered with the Danish Financial Service Authority under the Danish Anti-Money Laundering Act (“Hvidvaskloven”) and the Financial Crimes Enforcement Network (“FinCEN”) in the United States of America.

We may use the expressions “you” and “yours” which refer to you as a Coinify Service user (being e.g. a buyer, trader, user or person agreeing to the Trade Terms on behalf of such). Before creating an account to be able to use Coinify’s Services or using Coinify in any related manner, you must read the following carefully and acknowledge that you accept the Trade Terms of Service.

Coinify reserves the right to modify these Trade Terms of Service at any time. The most current version, and therefore the active Trade Terms, is always available on coinify.com/legal. If we change the Trade Terms substantially, we will notify you via e-mail. However, it is always your responsibility to check the Trade Terms when using our Services and that you agree with its content.

These Trade Terms of Services establish mutual rights, duties and responsibilities between the user and Coinify in relation to the provision of Services, including rights, duties and responsibilities with respect to the termination, extent and modification of the Trade Terms and contractual relations between the Parties. In case the Client does not understand or does not wish to agree to particular clauses of the Trade Terms, the Client shall not accept the Trade Terms. Acceptance of these Trade Terms serves as  proof that the Client confirms and undertakes to follow and comply with all clauses of these Trade Terms.

Coinify Trade Account

Coinify Currency Exchange Services

“Coinify Trade Services” provides individuals and businesses with currency exchange services that allow users to place trades for buying and selling virtual currencies.

Coinify Trade Services are available globally with restrictions in some areas due to regulatory and banking restrictions, or sanctions. Please find out more information on which residents can buy and sell virtual currencies with Coinify in this article.

Creating a Coinify Trade account

If you want to use Coinify Trade Services, you must first create an account and provide us with KYC documentation. It must be noted that only one account can be created. 

Accounts can be created for both personal and business use. However, it is very important that the Coinify account owner is the same as the bank account owner.

In cases where the owner of the bank account (from where the money originates from) does not match the user name of the trade account, Coinify is unable to process the trade and will therefore issue a refund to return the funds to the original account. Coinify reserves the right to charge an administration fee for this refund.

The same applies for a reverse transaction, where the incoming funds owner does not match the outgoing bank account owner name. Coinify reserves the right to charge an administration fee for such reverse transactions.

The Coinify Trade Account is strictly personal and cannot be used to trade on behalf of another individual or entity. Any use of the account or transfer of funds from an account belonging to any other individual or entity than the account creator is strictly prohibited and will consequently cause the trade to be cancelled and potentially restrict the user’s access to the Coinify Trade Services.

Creating a Coinify Corporate Trade Account 

If you wish to trade with your corporate bank account, you need to set up a Coinify Corporate Trade account for your company. In order to have your corporate trade account approved, you agree to provide the following documents to Coinify’s compliance department:

• Company registration;
• Beneficial ownership documentation (shareholder registry);
• Government issued ID of shareholders owning 25 % or more of the company shares;*
• Utility bill no older than 3 months which shows the company’s address;
• Business license (if applicable);
• Bank statement of the company bank account;
  Source of Funds for Companies and KYB Form.

* If a merchant is classified as high risk, Coinify reserves the right to request the identification information of shareholders owning 10+%.

Please note that the bank account used to complete bank trades, created on the Corporate Trade account, has to be in the name of the company approved by our Compliance department. 

If a trade has been placed but the company is unable to provide the documents requested by Coinify, Coinify is unable to process the trade and will therefore issue a refund to return the funds to the original account. Coinify reserves the right to charge an administration fee for this refund.

The Coinify Corporate Trade Account is strictly personal and cannot be used to trade on behalf of another individual or entity. Any use of the account or transfer of funds from an account belonging to any other individual or entity than the account creator is strictly prohibited and will consequently cause the trade to be cancelled and potentially restrict the user’s access to the Coinify Trade Services.

Coinify Trade Limits

Coinify supports individual transactions up to €500,000 (or equivalent in other currencies) depending on the payment method and individual risk assessment of the trader. Typically, trading limits start at €1,000 per purchase with card and €50,000 daily via bank transfer, with the possibility to increase trade limits based on trading activity and/or provision of Proof of Source of Funds as per Coinify’s AML requirements. 

Throughout your trading process, we will always be transparent and keep you informed of the trade limits available to you, as well as the options to increase your trade levels if required.

myCoinify Premium is available for users with large trading volumes. myCoinify Premium is by invitation only and these users may trade up to €500,000 per transaction and enjoy many other benefits, but must also provide Enhanced Due Diligence. Please contact us to discuss creating a myCoinify Premium. 

Please note that Coinify monitors the trading activities of all users. This includes requesting  Proof of Source of Funds (PoSoF) and Enhanced Proof of Source of Funds (EPoSoF) from the users who reach a certain limit of total aggregated volume. 

Additionally, Coinify reserves the right to request further documentation if deemed necessary.

Payment by Bank Transfer

When you pay by bank transfer, you accept that the virtual currencies will be traded at the current available exchange rate at the time Coinify processes your trade, which might differ from the rate displayed when you confirm your trade on Coinify.com.

Please note that the rate displayed at the time you confirm your trade is an indicative rate. Please also note that Coinify works with several domestic and international banks and that transfer fees will vary depending on which country and bank you send your funds from.

Delivery

The virtual currencies are delivered to your virtual currency wallet by using the information provided by you. You are responsible for providing us with the correct information about your virtual currency wallet. If you pay by credit/debit card, the virtual currencies will be delivered as soon as possible depending on the network. If you pay by bank transfer, the virtual currencies will be delivered within 1-2 business days once Coinify has processed your trade unless unforeseen circumstances lead to any delays.

Deleting & Deactivation of Coinify Trader Account

You as a Coinify user have the right to choose to terminate your account upon request. Please note that Coinify cannot delete your account upon request instantly, but rather to disable it for a period of 5 years, until it can be deleted.
This is for accounting purposes and in accordance with the Danish Accounting Act (“Bogføringsloven”) § 10. Likewise, Coinify accounts that are inactive for the past 5 years will be automatically disabled and deleted. Furthermore, Coinify is required to keep any information related to KYC documentation and completed transactions in accordance with the Danish Anti-Money Laundering Act (“Hvidvaskloven”) § 30 for a period of 5 years.

Coinify reserves the right to unilaterally block, suspend and/or terminate your use of Services, either temporarily or permanently, in whole or in part, in the following events:

1. If we suspect that you have failed to comply with these Trade Terms
2. You pose an unacceptable fraud & compliance risk to us, or if you provide any false, incomplete, inaccurate or misleading information
3. At any time and for any reason in accordance with our corporate policy or risk appetite.

Abuse of Coinify Account

You are responsible for maintaining the secrecy of your account information, including username and password. In the event of misuse or suspected misuse of your account, you must immediately notify Coinify. Coinify can, on suspicion of abuse, block your account. 

Please be aware that only the account holder is allowed to use the account and it is not allowed to let anybody else trade for you on your account.

You assume all liabilities arising from unauthorized access of your account.

Coinify recommends that you maintain a high standard of safety adhering to at least the following:

• Enable a two-factor authentication where applicable;
• Change your password regularly, at least once a month;
• Never share your username and password with anyone;
• Make sure that your password is too complex to guess (contains at least 8 figures, uppercase and lowercase letters and numbers);
• Always log out when you are finished using Coinify.

Service and execution of instructions

Coinify reserves the right to temporarily amend the Trade Terms and/or suspend and/or seize trading for the user from using its services – in its sole discretion – if Coinify has (i) reasonably grounds to do so, e.g. suspicion of fraud, illegal activities, safety issues and similar, or (ii) considers markets to be subject to unusual hyper volatility, or (iii) considers the price movements in the currencies that Coinify trades suspicious.

Coinify reserves the right to restrict or cease the provision of the Coinify Trade Service to comply with applicable law or regulation, contractual provisions, business or trade practices, internal rules and policies and to ensure the performance according to the standards of due care.

No Cancellation Right

When you complete a purchase, you accept that you have no cancellation right in relation to the purchase.

Sale of Goods Act

The Danish Sale of Goods Act (“Købeloven”) applies to the products you have purchased from Coinify.

Operations

Trades are processed by Coinify in a reasonable time, however, delays can occur for various reasons.

Additionally, while we aim for 100% server up-time, we realize this is not always possible. We are constantly working on improvements and performing upgrades, which may occasionally result in server outages.

Coinify reserves the right to perform maintenance or changes to the Coinify Trade Services at any time we see fit. This may result in periods during which the services may be temporarily unavailable. Coinify will, to the extent that it is possible, announce such interruptions in advance. However, it is not required to do so and is not responsible for any damages or losses resulting from server outages, communication networks or blockchain systems.

Risk

You acknowledge and accept the risks inherent with using Coinify Trade Services. Investing in virtual currencies contains various risks and you are aware that the investment may result in a total loss. Please read our Virtual Currency Risk Warning carefully before using our services.

When sending virtual currencies to blockchain addresses of Coinify, you shall only use those blockchain addresses that Coinify has communicated to you for this purpose. If you transfer virtual currency to an address not communicated by Coinify there is a risk that the virtual currencies cannot be traced back to you. In this case, the risk of loss of the virtual currency is borne by you and there is no claim allocation of the virtual currency.

Privacy and personal data

Coinify is the data controller when handling virtual currency transactions and we make certain that we take the appropriate measures to ensure compliance with applicable data protection laws and regulations. The policy applied to processing data is set out in the Privacy Policy.

Coinify may be obliged to disclose user data to third parties or group companies. This includes all information provided in the Source of Funds, Proof of Source of Funds and Enhanced Proof of Source of Funds, including but not limited to, name, address and account number or IBAN to the banks involved, the operators of payment and communications systems. By using the Coinify Trade Services the user authorizes Coinify to disclose the necessary data as well as any associated data to third parties and group companies.

Liability

Coinify is committed to a high standard of data security and precision. However, Coinify shall not be liable for any loss that you may incur as a result of malfunctions, errors, security breaches or any other reason.

Coinify will not be responsible or liable to you for any loss and take no responsibility for and will not be liable to you for any use of our Services and/or solutions, including but not limited to any losses, damages or claims arising from:

• User errors such as forgotten passwords, incorrectly constructed transactions, mistyped virtual currency addresses or wrong virtual currency address type or similar;
• Server failure or data loss;
• Corrupted Wallet files;
• Unauthorized access to applications;
• Any unauthorized third party activities, including without limitation the use of viruses, phishing or other means of attack against the Coinify website or Coinify services or solutions.

Once you create your Coinify account, you are responsible for the activities performed. Likewise, it is solely your responsibility to guard your password and track any activity that occurs with the use of your password and/or on your account. Please notify us immediately if you suspect any security breach, caused by you or other parties. Coinify cannot be held responsible or liable for losses or damages relating to account settings, or security breaches caused by you.

Coinify shall not be liable for your, or other users’, content. If you come across content that is not correct, offensive or against the Trade Terms, you should report this to Coinify ([email protected]) immediately. Coinify reserves the right to delete content at any time it deems necessary.

In no event shall Coinify be liable for indirect losses and/or an amount larger than the amount you have paid to Coinify.

Copyright

Coinify is the owner of all intellectual rights and branded elements (including logos, portraits and other visual identity elements) and content (including blog posts, articles, images, videos, tips and advice) available on the Coinify platforms (including website, mobile applications, Newsroom, Help Centre, social media and other registered domains) unless otherwise stated.

You accept and acknowledge that the material and content contained within the Coinify website and other domains are made available for your personal, lawful, non-commercial use only. You further acknowledge that any other use of content from the Coinify website and related domains is strictly prohibited and you agree not to infringe or enable others to infringe our intellectual property rights.

Miscellaneous Taxes

You are responsible for determining any and all taxes assessed, incurred, or required to be collected, paid, or withheld for any reason in connection with your use of Coinify’s software and services (“Taxes”). You are also solely responsible for collecting, withholding, reporting, and remitting correct Taxes to the appropriate tax authority. We are not obligated to, nor will we, determine whether Taxes apply, or calculate, collect, report, or remit any Taxes to any tax authority arising from any transaction.

Entire Agreement

These Trade Terms constitute the entire understanding and agreement between you and Coinify hereto and their affiliates with respect to its subject matter and supersedes all prior or contemporaneous agreements, representations, warranties and understandings of the Parties (whether oral or written). These Trade Terms shall be construed according to their fair meaning and not strictly for or against either you or Coinify.

Severability

If any provision, or any part thereof, of these Trade Terms is determined invalid or unenforceable under applicable law, said provision will be ineffective to the extent of such invalidity only, without in any way affecting the remaining parts of said provision or the remaining provisions of these Trade Terms.

Assignment

You undertake not to assign, delegate, transfer or sell any of the rights, duties or obligations which are incumbent thereon pursuant to these Trade Terms. Coinify may assign these Trade Terms, or any rights or obligations hereunder, in whole or in part, without the prior written consent from you.

No Waiver 

The failure, delay or omission of Coinify to give notice of default or to enforce strict performance of any provision of these Trade Terms will not be construed as a waiver, or future waiver, of its right to assert or rely upon such provision or any other provision of these Trade Terms. No waiver or breach of any provision will be deemed a waiver of any other provision, and no waiver will be valid unless it is in writing and executed by Coinify. No extension of time for performance of any obligation or act will be deemed an extension of time for any other obligation or act.

Governing law and venue

These Trade Terms and any dispute or claim, arising out of or in relation to this Agreement, shall be governed by and construed in accordance with Danish law without regard to its principles on choice of law. The Parties agree that the Court of Copenhagen shall have exclusive jurisdiction to settle any dispute arising out of or in connection with these Trade Terms.

Complaints

If you have any complaints, you may contact [email protected]

A complaint concerning a product purchased from Coinify can also be submitted to the European Consumer Centre Denmark (“Center for Klageløsning”), Carl Jacobsens Vej 35, 2500 Valby, via https://www.forbrug.dk/.    

Complaints can also be sent via the European Commission’s Online Dispute Resolution: http://ec.europa.eu/odr.

Eligibility

By accepting these Trade Terms, you acknowledge that you, as a physical entity:

1. Are of legal age to agree to these Trade Terms;
2. Have not previously been suspended or removed from using our services;
3. Do not intend to use our services with any criminal or fraudulent intent.

If approved by the Compliance department, it is possible to use Coinify Trade services on behalf of a legal entity, provided that:

1. The legal entity is duly organized and validly existing under the applicable laws of the jurisdiction of its organization;
   You are duly authorized by such legal entity to act on its behalf.

Furthermore you are deemed to have read, understood and accepted the Trade Terms and our Virtual Currency Risk Warning when using Coinify Trade Services.

Merchant Terms of Service

The following Merchant Terms of Service (the “Merchant Terms”) govern the use of the products, services, platforms, websites or any other features, technologies or functionalities provided by Coinify ApS company registration no. 35847995, Matrikel1 office no. 401, Højbro Plads 10, 4., 1200 Copenhagen K, Denmark (“Coinify”) or as part of the Coinify brand, through Coinify’s website(s) (including mobile services), API or through any other means (collectively the “Services”).

Coinify ApS is a limited liability company incorporated in Denmark and registered with the Danish Financial Service Authority under the Danish Anti-Money Laundering Act (“Hvidvaskloven”) and the Financial Crimes Enforcement Network (“FinCEN”) in the United States of America.

We may use the expressions “you” and “yours” which refer to you as a merchant to which we will be providing the Services and the person agreeing to the Merchant Terms on behalf of the merchant. Please read the Merchant Terms carefully; by using the Services, you agree to the Merchant Terms and confirm that you accept them.

Coinify reserves the right to modify these Merchant Terms of Service at any time. The most current version, and therefore the active Merchant Terms, is always available on coinify.com/legal. If we change the Merchant Terms substantially, we will notify you via e-mail. However, it is always your responsibility to check the Merchant Terms when using our Services and that you agree with its content.

These Merchant Terms of Services establish mutual rights, duties and responsibilities between the user and Coinify in relation to provision of Services, including rights, duties and responsibilities with respect to termination, extent and modification of the Merchant Terms and contractual relations between the Parties. In case the Client does not understand or does not wish to agree to particular clauses of the Merchant Terms, the Client shall not accept the Merchant Terms. Acceptance of these Merchant Terms serves as a proof that the Client confirms and undertakes to follow and comply with all clauses of these Merchant Terms.

Press Release Disclaimer

Before posting anything related to Coinify on any social media, website or blog, i.e. LinkedIn posts mentioning Coinify, press releases mentioning Coinify and so forth, it is required that you obtain Coinify’s explicit consent in writing.

Coinify Payment Processing Solutions

Coinify Merchant

The Coinify Payment Processing Solution, a merchant partnership, will allow your business to offer virtual currencies as a payment method. The Coinify Payment Processing Solution is not a virtual currency wallet or a place to sell or buy virtual currencies.

Coinify provides a payment solution allowing merchants to accept cryptocurrency payments from their customers. Coinify will temporarily hold the funds and payout according to the merchant’s account settings (usually on a weekly basis), with an option to receive payouts in fiat currencies or virtual currencies. Account verification for both payout-options is mandatory.

The Coinify Payment Processing Solution is only for businesses that offer products and/or services for sale. All businesses using  the Coinify Payment Processing Solution must agree and adhere to the Coinify Ethics Policy.

The refund option is not to be used for any other purpose other than to conduct refunds of specific payments back to the merchant’s customer who made the payment. Any other use of the refund option, will cause a suspension or termination of the account in question.

Creating Coinify Merchant Account

To use our solutions, you need to sign up for a Coinify Merchant account. When signing up for a Merchant account, Coinify will make a risk assessment of the company attached to the account. The risk assessment is based on a review of the following Company Registration Documents uploaded in the account dashboard:

• Article of incorporation;
• Shareholder registry/Beneficial ownership documentation;
• Government issued photo ID of shareholders with +25% ownership;*
• Business licence
• Proof of address from your place of business (utility bill or equivalent, no older than 3 calendar months);
• Corporate bank statement (no older than 3 calendar months);
• Know Your Business Form 

* If a merchant is classified as high risk, Coinify reserves the right to request the identification information of shareholders owning 10+%.
For entities providing gambling/betting, custodian, FX brokerage, investment and/or prepaid-value/e-currency products or services, the following documents need to be uploaded as a supplement to the above:

• KYC documentation (document describing the merchants internal KYC procedures);
• AML documentation (document describing the merchants internal AML procedures).

Note that Merchants incorporated outside the EU can be required to provide certified translations of the aforementioned documents.

Please be aware that the website on which the Coinify Payment Processing Solution is going to be implemented must be approved by Coinify.

Deleting & Deactivating Coinify Account

You as a Coinify user have the right to choose to terminate your account upon request. Please note that Coinify cannot delete your account upon request instantly, but rather to disable it for a period of 5 years, until it can be deleted. This is for accounting purposes and in accordance with the Danish Accounting Act (“Bogføringsloven”) § 10. Likewise, Coinify accounts that are inactive for the past 5 years will be automatically disabled and deleted. Furthermore, Coinify is required to keep any information related to KYC documentation and completed transactions in accordance with the Danish Anti-Money Laundering Act (“Hvidvaskloven”) § 30 for a period of 5 years.

Coinify reserves the right to unilaterally block, suspend and/or terminate your use of Services, either temporarily or permanently,in whole or in part, in the following events:

1. If we suspect that you have failed to comply with these Trade Terms,
2. You pose an unacceptable fraud & compliance risk to us, or if you provide any false, incomplete, inaccurate or misleading information.
3. At any time and for any reason in accordance with our corporate policy or risk appetite. 

We will not be liable to you for any losses that you incur in connection with closure of our Services or suspension of your account.

Abuse of Coinify Account

You are responsible for maintaining the secrecy of your account information, including username and password. In the event of misuse or suspected misuse of your account, you must immediately notify Coinify. Coinify can, on suspicion of abuse, block your account. You assume all liabilities arising from unauthorized access of your account.

Please be aware that only the account holder is allowed to use the account.

Coinify recommends that you maintain a high standard of safety adhering to at least the following:

• Enable a two-factor authentication where applicable;
• Change your password regularly, at least once a month;
• Never share your username and password with anyone;
• Make sure that your password is too complex to guess (contains at least 8 figures, uppercase and lowercase letters and numbers);
• Always log out when you are finished using Coinify.

Coinify Withdrawal & Deposit Solution

Coinify also offers a deposit and withdrawal solution to certain types of customers. Additional compliance documentation is required in order to be approved for this Coinify offering but the solution is intended to work for e-wallets, FX brokers etc.

Depending on the merchant’s industry, Coinify’s Withdrawal & Deposit Solution can be enabled upon request. The Withdrawal Solution allows the merchant (for example gambling/betting/FX trading entities) to withdraw virtual currencies to their clients, by using the available funds on their merchant account. Coinify Deposit Solution allows customers to top up their accounts with some of the most widely used virtual currencies, converting it into traditional currencies for the merchant. The Withdrawal & Deposit Solution is to be used only for this purpose, and any misuse will cause a suspension or termination of the account. 

In cases where the incoming funds exceed the requested deposit amount, Coinify will issue a refund of the surplus to the wallet/account which initially sent the funds. If the incoming funds are insufficient to cover the deposit amount, Coinify will issue a refund of the incoming funds. Coinify reserves the right to charge an administration fee for any reverse transaction.

Merchants who would like to onboard Coinify’s Withdrawal & Deposit Solution will need to submit documentation of their AML/KYC policy and sign a written agreement where they agree to cooperate with Coinify’s periodical checks on the merchant’s customers and/or due diligence.

Transaction Limits and Monitoring

Once you complete the merchant account set-up and get approved and verified by Coinify’s Compliance Team, you will be able to start receiving payments in virtual currencies. During the onboarding of your business and as part of our KYB procedure, you are required to submit the expected yearly transaction volume and the expected maximum amount of a single payment using Coinify.com.

Coinify imposes transaction processing limits on single payments and on the annual volumes for all merchants according to the answers provided during the onboarding of your business.

When a merchant accepts a single payment via Coinify for €15,000 or above, additional information on the client and the transaction shall be forwarded to Coinify upon request from Coinify’s Compliance Department. 

Coinify reserves the right to conduct random checks and request information on any transaction below €15,000 when we deem it necessary and in accordance with our AML policies and procedures. 

This compliance check may include, but is not limited to, information on the background and purpose of the specific transaction, KYC documentation on the client making the payment/sending the virtual currencies such as a copy of the client’s official ID and, if deemed necessary, source of funds documentation for the payment received (including bank statements /salary slip / saving details / source of BTC). 

The merchant agrees to cooperate with Coinify’s Compliance Department and provide the requested information and documentation on transactions of €15,000 or above.

If Coinify is notified of a material change in the transaction pattern of the merchant or when a merchant exceeds the expected yearly transaction volume, we will ask for additional information and/or documentation. 

This compliance check may include, but is not limited to: 

• Information on how your line of business has changed
• Documentation on how your business conducts KYC and AML procedures

This information needs to be reviewed and approved by Coinify’s Compliance Department. Once approved, you will be able to process larger transaction volumes.

At any time, Coinify reserves the right to decline transactions that are under suspicion of not being compliant with these Merchant Terms and/or Coinify’s AML/KYC Policy.

Operations

While we aim for 100% server up-time, we realise this is not always possible. We are constantly working on improvements and performing upgrades, which may occasionally result in server outages.

Coinify reserves the right to perform maintenance or changes to the Services at any time it sees fit. This may result in periods during which the services may be temporarily unavailable. Coinify will, to the extent that it is possible, announce such interruptions in advance. However, it is not required to do so and is not responsible for any damages or losses resulting from server outages, communication networks or blockchain systems.

Indemnification

You agree to indemnify Coinify, its affiliated and related entities, and any of its officers, directors, employees and agents from and against any claims, costs, losses, liabilities, damages, expenses and judgments of any and every kind (including, without limitation, costs, expenses, and reasonable attorneys’ fees) arising out of, relating to, or incurred in connection with any claim, complaint, action, audit, investigation, inquiry, or other proceeding instituted by a person or entity that arises or relates to: (a) any actual or alleged breach of your representations, warranties, or obligations set forth in these Merchant Terms; (b) your wrongful or improper use of the Services; (c) the products or services sold by you through the Services, including but not limited to any claims for false advertising, product defects, personal injury, death or property damage; or (d) any other party’s access or use of the Services with your account information.

Liability

Coinify is committed to a high standard of data security and precision. However, Coinify shall not be liable for any loss that you may incur as a result of malfunctions, errors, security breaches or any other reason.

Coinify will not be responsible or liable to you for any loss and take no responsibility for and will not be liable to you for any use of our Services and/or solutions, including but not limited to any direct or indirect losses, damages or claims arising from:

• User error such as forgotten passwords, incorrectly constructed transactions, or mistyped virtual currency addresses or similar;
• Server failure or data loss;
• Corrupted Wallet files;
• Unauthorized access to applications;
• Any unauthorized third party activities, including without limitation the use of viruses, phishing or other means of attack against the Coinify website or Coinify services or solutions.

Please notify us immediately if you suspect any security breach, caused by you or other parties. Coinify cannot be held responsible or liable for losses or damages relating to account settings, or security breaches caused by you.

Coinify shall not be liable for your or other users’ content. If you come across content that is not correct, offensive or against the Merchant Terms, you should report this to Coinify ([email protected]) immediately. Coinify reserves the right to delete content at any time it deems necessary.

In no event shall Coinify be liable for indirect losses.

Intellectual Property Rights

Coinify is the owner of all intellectual rights and branded elements (including logos, portraits and other visual identity elements) and content (including blog posts, articles, images, videos, tips and advice) available on the Coinify platforms (including website, mobile applications, Newsroom, Help Centre, social media and other registered domains) unless otherwise stated.

You accept and acknowledge that the material and content contained within the Coinify website and other domains is made available for your personal, lawful, non-commercial use only. You further acknowledge that any other use of content from the Coinify website and related domains is strictly prohibited and you agree not to infringe or enable others to infringe our intellectual property rights.

Miscellaneous

Taxes

You are responsible for determining any and all taxes assessed, incurred, or required to be collected, paid, or withheld for any reason in connection with your use of our software and services (“Taxes”). You also are solely responsible for collecting, withholding, reporting, and remitting correct Taxes to the appropriate tax authority. We are not obligated to, nor will we determine whether Taxes apply, or calculate, collect, report, or remit any Taxes to any tax authority arising from any transaction.

Entire Agreement

These Merchant Terms constitute the entire understanding and agreement between you and Coinify hereto and their affiliates with respect to its subject matter, and supersedes all prior or contemporaneous agreements, representations, warranties and understandings of the Parties (whether oral or written). These Merchant Terms shall be construed according to its fair meaning and not strictly for or against either you or Coinify.

Severability

If any provision, or any part thereof, of these Merchant Terms is determined invalid or unenforceable under applicable law, said provision will be ineffective to the extent of such invalidity only, without in any way affecting the remaining parts of said provision or the remaining provisions of these Merchant Terms.

Assignment

The merchant undertakes not to assign, delegate, transfer or sell any of the rights, duties or obligations which are incumbent thereon pursuant to these Merchant Terms. Coinify may assign these Merchant Terms, or any rights or obligations hereunder, in whole or in part, without the prior written consent of the merchant.

No Waiver 

The failure, delay or omission of Coinify to give notice of default or to enforce strict performance of any provision of these Merchant Terms will not be construed as a waiver, or future waiver, of its right to assert or rely upon such provision or any other provision of these Merchant Terms. No waiver or breach of any provision will be deemed a waiver of any other provision, and no waiver will be valid unless it is in writing and executed by Coinify. No extension of time for performance of any obligation or act will be deemed an extension of time for any other obligation or act.

Governing law and venue

These Merchant Terms and any dispute or claim arising out of or in relation to these Merchant Terms shall be governed by and construed in accordance with Danish law without regard to its principles on choice of law.

Any dispute arising out of or relating to this Agreement, including any dispute concerning the existence or validity of these Merchant Terms, shall seek settlement of the dispute by mediation arranged by The Danish Mediation Institute, in accordance with the “Rules of Procedure of Mediationsinstituttet”. If the dispute is not settled after completion of mediation, either of the parties are entitled to seek settlement of the dispute by arbitration administered by The Danish Institute of Arbitration in accordance with the rules of arbitration procedure adopted by The Danish Institute of Arbitration and in force at the time when such proceedings are commenced. The language to be used in the arbitral proceedings shall be English.

Eligibility     

By accepting these Merchant Terms, you acknowledge that:

1. You have/represent a registered business within the business area in accordance with Coinify AML/KYC Policy;
2. The markets where you operate and want to use Coinify’s solutions are not affected by the FATF/OFAC sanctioned countries.

AML/KYC Policy

As a provider of virtual currency payment processing and exchange Services, Coinify is fully committed to conducting due diligence on our clients and ensuring that all applicable laws and regulations necessary to forestall and prevent money laundering. These include confirming the identity of our sellers and buyers by means of:

1. Government-issued photo ID;
2. Proof of residential or business address;
3. Corporate documentation;
4. Business registration information;
5. Tax Identification Document;
6. Employer Identification Number;
7. Any other applicable documentation.

Furthermore, we reserve the right to conduct enhanced due diligence on all clients given worldwide approved risk-based policies. Please note that Coinify reserves the right to refuse a transaction or deny operation on a client or account at any time should suspicion arise that it may be connected to money laundering, criminal activity or any other predicate offense to money laundering. Coinify will not enter into any business arrangement with anyone or group suspected of or directly involved in money laundering, or where funds have been sources or ends of an illegal activity.

In the event that Coinify receives, during its request for documentation, deceptive documentation, contact details, business description or other false information, Coinify will terminate the offending account. Coinify is legally bound to report such misdemeanors to the relevant authorities, and as such the subject, business and its owners may be the subject to a criminal investigation.

Providing false, doctored, or deceptive documents is considered as fraud and will be treated as such. Tax Evasion and Fraud is a predicate offense to money laundering, and therefore, all assets derived from fraudulent transactions or suspicious activity may be seized and forfeited.

Coinify Counter-Terrorism Financing Statement (CTF)

As part of the information that is collected during our verification and AML procedures, Coinify conducts verification through worldwide databases. At the forefront, they will include global sanctions reports and government watch lists and rigorous screening processes. At any time, due to a requirement to satisfy any of the above verification methods, a client, business entity or any of the business entity owners or affiliates may be asked a specific document or piece of information to confirm their identity or provide additional information regarding any transaction, operations or even business dealings with certain individuals, institutions and dealings in geographical locations.

Virtual Currency Risk Warning

The intention of this Virtual Currency Risk Warning is to inform you on the significant risk of loss involved with transactions of trading or holding virtual currencies, as well as the limitations Coinify ApS (“we”) holds on the liability and indemnity of your actions with our services.

1. Be aware that trading or holding virtual currencies carries significant risk. All currencies, virtual and fiat, may be subject to large swings in value, and may even lose their value completely. Virtual currencies are still developing, both technologically and financially, and therefore prices are volatile and fluctuate very dramatically within a short span of time. Virtual currencies are susceptible to pricing bubbles or loss of confidence which could lead to a sharp decline in demand, thus leading to a loss in value. This means you stand to either gain or lose your assets at any given moment. Therefore, you understand and accept that losses can and do occur–with the risk of losing your entire investment–when trading or holding virtual currencies.
2. You should not deal with virtual currencies unless you fully understand the nature of the transactions you are entering into and the extent of your exposure to the risks. You should also consider with caution if the transactions you perform are suitable for you, your personal circumstances and financial position.
3. Virtual currencies also involve their own unique risks compared to other established currencies on the market. For one, virtual currencies are decentralized and remain unregulated by central governments or other legal entities, nor are they tied to any commodity of value, such as gold. Virtual currencies are built on technology with a trust-based, partially anonymous peer-to-peer network that still lacks the regulatory measures for protection and it relies on its cryptography for security. This means that by trading and holding virtual currencies, you will not be able to enforce any guarantees or safeguards expected with regulated financial services. Similarly, EU law currently does not offer direct legal protection from losses incurred from failure or disruption of our platform, failure or disruption of our integrated partner platforms, cyber-attacks, embezzlement of funds, business failure, asset forfeiture, scams, such as phishing websites, phony support or fake social media pages; nor are will you be granted any guarantees or safeguards for regaining access to your virtual currency accounts or holdings within these circumstances.
4. Coinify ApS does not and will not provide any advice regarding your investments or purchases in relation to your transactions or trading strategy. You are responsible for your decisions made on our platform and we will not make any personal recommendations for your trading activity, or advise on the buying, selling, or overall trading in particular virtual currencies or performance of certain transactions related to our services; nor will we discuss any tax-related consequences,  reveal the composition of accounts, or any other obligations relating to such transactions of trading and holding virtual currencies. You must use your own careful judgement when deciding to transact with our service, and be completely aware that by doing so, you may incur losses that we are not responsible for.
5. By entering into a transaction, you understand and accept the risks associated in dealing with an internet-based virtual currency service which includes but are not limited to: operational interferences; failure or disruption of hardware, software or internet connection; threat or attack of malicious software; or unauthorized access of information stored on your Trade account or wallet. As with everything on the internet, there is a risk that your account or virtual currency wallet can be compromised by persons or organizations for malicious reasons. Depending on your wallet provider of choice, we cannot guarantee the option or possibility of insuring or claiming back any virtual currency funds lost in this manner.
6. By trading virtual currencies, you understand and accept that you are at risk for not being able to trade or exchange them for fiat currencies for potentially long periods of time due to various reasons–both foreseen and unforeseen, therefore placing you at risk for incurring losses in the meantime.
7. By utilizing our services, you understand and accept the risks associated with involvement of a virtual currency network, which includes but is not limited to multiple known and unknown vulnerabilities within the network, including regular or irregular changes to the network protocol. Coinify has no control over any virtual currency network and therefore takes no responsibility for any harm caused by the risks these networks hold.
8. Coinify does not take responsibility for loss, claims, or damages related to our services which include but may not be limited to: user error (lost passwords, provision of incorrect information, sending virtual currency to the wrong address), server failure, or data loss, corrupted pages on the Coinify platform, corrupted files from your wallet service provider, unauthorized access to our applications, unauthorized third party access and activities (including but not limited to malware, viruses, phishing, and other website attacks).
   

Ethics Policy

This policy shall be implemented in all parts of Coinify ApS (the “Company”), taking local rules into account, when relevant. The Company’s products and services may only be used for lawful purposes. In addition, we want to prevent our products and services from being used in an unethical way.

Principles for Ethical Behaviour and Practices

All actions and decisions within the Company shall meet high requirements with regards to ethical behaviour. This will inspire confidence for the Company among the general public, customers and others. In certain cases, this may mean that the Company must live up to higher requirements than those prescribed by laws and other rules.

The Company’s corporate culture is based on the following common core values:

1. The Company shall comply with relevant external and internal restrictions (observing transparency and appropriateness) regarding giving and receiving gifts as well as unacceptable benefits, in order to avoid any allegation of bribery or corruption.

2. The Company shall at all times conduct its business in such a manner as to enhance the reputation and credibility of the Company and the Payments Platform. The Company shall:

a. Refrain from participating in any unlawful, unfair, deceitful or immoral practice and refrain from selling the Payments Platform to any other partner, customer, or organisation, which has recourse to such practices.

b. Present the Payments Platform in a fair and appropriate manner. For such purpose, the partner and customer shall not disparage the Company and the Payments Platform and shall not make statements concerning the characteristics or capabilities of the Payments Platform which may not be in accordance with those described in this documentation; nor shall the partner and customer market the Payments Platform by correspondence.

3. Each action or decision in the Company shall be carried out in such manner that it can be scrutinised by others.

Blockchain and Virtual Currencies Working Group Ethical Guidelines

Furthermore, Coinify adopts and complies to the high ethical standards that are put forward by the Blockchain and Virtual Currencies Working group. The code of conduct for these ethical standards are as follows:

1. Protect the consumer by law

All member companies comply with the law, specifically with the European law provisions regarding consumer protection in distance contracts, the GDPR, as well as with specific regulation relating to their offered products and / or services.

2. Protect the consumer by contract

All member companies will take all the necessaries measures to protect the consumer by contract, providing (where applicable) :

• Clear Terms and Conditions (T&Cs) on their website or in clients contracts;
• Clear information about ICOs for investors;
• Smart contracts clear enforcement rules and T&Cs;
• Risk disclosure and awareness, disclosing risks in cryptocurrencies to investors and traders.
• Duty of care towards the clients;
• Clear services access conditions;
• Clear and accurate information on their regulatory/licensing status, where relevant.

3. Protect the consumer via clear wording

The member companies take the necessary measures in order to ensure that all communication regarding their products and services towards consumers is transparent and unambiguous.

4. Protect the industry reputation

The member companies refrain from any sort of behaviour which could damage the blockchain and virtual currencies industry reputation in any way. In the same way, they will take reasonable measures to cooperate with regulators when approached.

5. Oppose financial crimes

The member companies, in cooperation with other WG members, will take reasonable measures to prevent and oppose virtual currencies related to financial crimes, including but not limited to:

• money laundering
• terrorist financing
• fraud
• market manipulation
• bribery and corruption
• tax evasion
• sanctions evasion

6. Do not accept cash without appropriate controls

The member companies will only accept cash when exchanging Euro or other fiat currencies to virtual currencies if they have appropriate AML controls in place to mitigate the risk of exposure to financial crime.

7. Quality assurance

The member companies pursue systematic security and quality assurance, with due regard for their legal obligations.

8. Share

Each member company will inform its employees, as well as anyone who may request a copy of the Code of Conduct, of this Code of Conduct. This Code of Conduct is also available online.

Policies, instructions and routines that supplement and clarify the principles of this Ethics Policy.

Sanctions. If the Company’s partners or a customer fails to comply with this Ethics Policy, the Company shall terminate the cooperation. The Company may give the partner or customer an opportunity to improve if no immediate improvement is recognised the policy is to terminate with zero tolerance.

Procedure. Coinify will examine the products and services within three months after the first transaction of new merchants through Coinify Website. PSP ́s will be asked to verify that their products and services are neither unlawful, unfair, deceitful or immoral. Each Merchant will be re-examined within 15 months from signup and after the elapse of each 12 months period. Each PSP will be asked to repeat their verification that their products and services are neither unlawful, unfair, deceitful or immoral, within 12 months after signup and after the elapse of each new 12 months period.

Unethical Business

Methods and Practices

The Company shall not cooperate with partners and customers, which sell products or carry out services with means and methods that can be regarded as intrusive, misleading, abusive, and disadvantageous to end-customers or in any other way unethical. Examples of unethical Methods and Practices follow below:

1. Marketing, distribution or other handling of products or services in illegal products or services.

2. Products that encourage crime or may provide support to illegal activities.

3. Unlicensed copies and other products infringing intellectual property rights.

4. Sexual or pornographic services, such as:

a. Prostitution

b. Live web cam

5. The sale of a product or service, including an image, which is patently offensive and lacks serious artistic value (such as, by way of example and not limitation, images of non-consensual sexual behaviour, sexual exploitation of a minor, non-consensual mutilation of a person or body part, and bestiality).

Products and Services

The Company shall not cooperate with partners and customers, providing products or services, which the Company considers as unethical. Examples of unethical Products and Services follow below:

1. Illegal products or services.

2. Products that encourage crime or may provide support to illegal activities.

3. Illegal substances, such as drugs, and products typically used for manufacturing or using such.

4. Unlicensed copies and other products infringing intellectual property rights.

5. Content encouraging or in other ways inappropriately related to hate, violence, racism or discrimination.

6. Sexual or pornographic services, such as:

a. Prostitution

b. Live web cam

7. The sale of a product or service, including an image, which is patently offensive and lacks serious artistic value (such as, by way of example and not limitation, images of non-consensual sexual behaviour, sexual exploitation of a minor, non-consensual mutilation of a person or body part, and bestiality).

8. Jail breaker equipment and software.

9. Hacking and cracking materials.

Anti-Bribery and Corruption

At Coinify ApS (‘Coinify’), we are committed to operating lawfully, ethically and with integrity in all business activities. As part of this commitment, Coinify will not tolerate any form of bribery or corruption in our business or in those we do business with.

As an organisation we strive for the highest level of compliance with respect to all legislation. To that end, Coinify will uphold all anti-bribery and corruption laws and regulations in all the jurisdictions in which we operate. As a Danish company with operations throughout the EU and beyond, Coinify is bound by the Danish Criminal Code legislation and wider European Union best practices related to bribery and corruption.

Coinify would rather walk away from a business opportunity than be involved in any activity that could be construed to be a bribe. We expect all contractors, suppliers, counterparties, agents and others associated with Coinify (“Business Partners”) to adopt a similar zero tolerance approach to bribery and corruption.

This ethos is endorsed by Coinify’s management team and board. We expect that a similar commitment is taken by our Business Partners to mitigate the risks of bribery and corruption in Denmark, the EU and overseas.

All forms of bribery are strictly prohibited, including facilitation payments.

Countering the Risks of Bribery & Corruption

Coinify mitigates bribery risks by adhering to a control framework and maintaining an awareness of higher risk activities to help identify areas of potential concern. This approach is based on a framework outlined by the European Union and known as ‘Adequate Procedures’, they are summarised below:

1. Risk assessment

2. Communication and training

3. Tone from the top

4. Due Diligence

5. Monitoring and review

6. Proportionate procedures

We expect Business Partners to have adopted this approach, regardless of their jurisdiction and document their risk-based controls and procedures accordingly. Business Partners based overseas are also encouraged to adopt a similar framework to ensure their governance framework contains suitable bribery prevention measures. We recommend the following are recorded as risks and managed accordingly with adequate controls.

Third party intermediaries (TPI’s)

Many companies use an agent, finder or consultant to help them identify, win or retain business in certain countries in which they operate. TPI’s can carry bribery risks, often because of personal connections with local officials or the government of that country. TPI’s have also been used to facilitate payments of bribes.

Foreign Public Officials (FPO’s)

FPO’s represent a heightened risk of bribery, with public records revealing instances of bribes made or received both in the EU and abroad. Coinify operates controls to mitigate our exposure to this risk, which includes a restriction on the giving or receiving of gifts or hospitality without senior management approval.

Overseas payments

When a bribe is made through a financial institution, this can involve monies going to an overseas jurisdiction with weak financial controls. Many organisations operate in multiple jurisdictions and this creates the legitimate need to make overseas payments. However, particular attention should be paid to transactions in overseas and high-risk jurisdictions.

Sponsorships and donations

Coinify only makes charitable donations which are ethical and legal under local laws and practices. We do not make payments to political parties, organisations or their representatives. Additionally, no sponsorship or charitable donation will be made if it could be perceived to be a bribe and we have similar expectations of our business partners.

Gifts & Hospitality

Coinify recognises that giving and receiving gifts or hospitality can be part of building normal business relationships or maintaining cordial relations. The problem arises when the gifts or hospitality are considered to be disproportionate, unduly lavish, extravagant, or could be seen as an inducement or reward for preferential treatment (e.g. during contractual negotiations or a tender process). To avoid any uncertainty all gifts and hospitality (except low value items such as corporate promotional items), including any offers which are declined are entered on a Gift Register and regularly reviewed.

Facilitation Payments

A facilitation payment (or grease payment) is a sum of money typically paid to an FPO or another person to expedite a routine or necessary administrative process. It’s generally a small sum used to speed up a process such as goods through customs. Although a facilitation payment is legal in some jurisdictions, European legislation takes precedence and classifies them as a bribe. Facilitation payments must not be paid on Coinify’s behalf unless refusal to pay creates a health and safety situation.

Slavery

Modern slavery is criminal activity and a violation of human rights. The deprivation of a person’s liberty by another in order to exploit them for personal or commercial gain is unacceptable. Coinify recognises it has a responsibility to take a robust approach to slavery and human trafficking and has zero tolerance for this activity from any staff, or suppliers of the group.

Training

We encourage our Business Partners to identify employees working with Coinify who may benefit from anti-bribery training. Coinify has designed an anti-bribery awareness module that can be made available to the employees of its Business Partners in the event they do not have their own.

Speak-Up

Coinify operates with transparency and encourages its own employees to report improper behaviour or suspicions of impropriety. We have an independent and confidential reporting hotline which can also be used by our Business Partners to report suspicious activity. We would encourage our Business Partners to have a similar policy for their employees to report suspicions of actual or potential bribery or other dishonest behaviours to their management.

Certification

Suppliers will certify compliance with this policy and their adherence to the relevant human trafficking, slavery, anti-bribery and corruption laws in the jurisdictions in which they operate. Suppliers who are found to be engaged in any of activity prohibited in this policy or who refuse to co-operate with Coinify in auditing their compliance with this policy will be liable to have any supply agreement, arrangement or other contracts with Coinify terminated immediately with no notice or compensation. Coinify has zero tolerance.

Any questions regarding this policy should be emailed to [email protected]

Last modified in March 2021.