GENERAL TERMS AND CONDITIONS

of Simple Coin s.r.o.

Company ID: 01516558, with its registered office at se sídlem Bubenečská 184/1, Dejvice, 160 00 Praha 6, registered in the Commercial Register

kept by the Municipal Court in Prague, Section C, File 207798

governing the sale and purchase digital currencies via the website

https://client.simplecoin.eu/ (“Website”)

I. Definitions

1. “Terms” means these General Terms and Conditions, which govern rights and obligations of contracting parties in the course of trading digital currency.

2. “Digital currency” means an electronically stored unit, regardless of whether or not it has an issuer and status of a monetary instrument, but is accepted as payment for goods or services by a person other than the issuer.

3. “Contract” means the contract for the purchase or sale of the Digital Currency under our current rate, which we have mutually agreed to enter into by means of the Website.

4. “Trade” means purchase and/or sale of Digital Currency realized based on the Contract.

5. “Consideration” means the consideration consisting of the price of Digital Currency you purchase from us or of Digital Currency you sell to us, which is provided under the terms of and in accordance with the Contract.

6. “Performance” is a consideration consisting of a Digital Currency that we sell to you or the price of a Digital Currency Digital that we purchase from you, which is provided under the terms of and in accordance with the Contract.

7.”Force Majeure” means events and circumstances beyond our control and supervision that prevent us from performing our obligations under the Contract, including but not limited to natural disasters, epidemics, war and armed conflict, governmental orders and regulations, technical failures, interruptions or unavailability of third party services, delays or destruction of data transmissions, strikes, restrictions or shutdowns of financial institutions and exchanges, insolvency, bankruptcy, interruption or termination of their operations, criminal activities of third parties, actions or decisions of public authorities and administrations.

8. “Civil Code” is Act No. 89/2012 Coll., Civil Code, as amended.

9. “AMLZ” is Act No. 253/2008 Coll., on certain measures against the legalization of proceeds from criminal activities and terrorist financing, as amended.

10. “GDPR” is the regulation 2016/679, issued by the European Parliament and the Council (of the EU) on April 27th 2016, on the protection of individuals with regard to the processing of personal data and on the free movement of such data and on the repeal Directive 95/46/EC (General Data Protection Regulation), which comes into effect on 25 May 2018.

11. “ZOOU” is Act No. 101/2000 Coll., on the protection of personal data and amendments to certain acts, as amended.

II. Introductory Provisions

1. The Terms are an integral part of the Contract and govern our mutual rights and obligations arising out of or in connection with the Contract.

2. We may unilaterally amend or supplement the terms and conditions at any time, in particular with regard to changes in legislation, market and economic conditions in the field of trade with Digital Currency, or to ensure the functioning of the Website and improve the quality of our services. Amendments and supplements to the Terms and Conditions are binding from the moment of their publication on Website.

3. We reserve the right to modify the Website or the scope and terms of the services and products we offer at any time and in any way.

4. You can become our client and enter into a Contract with us only if you are a natural person or a legal entity. If you are a client–entrepreneur of ours or only a visitor to the Website, the Terms shall apply to you within a reasonable scope.

III. Risks Associated with Trading

1. By entering into the Contract, you acknowledge and accept:

a. All risks associated with the Trades, the nature and manner of storage of the Digital currencies, in particular the risk of price and value fluctuations of the Digital Currency and the related possibility of significant gains and losses of investment, even within a short timeframe;

b. Your responsibility to carefully consider the risks described above as well as your property, financial and investment capabilities,

c. The fact that we cannot be held liable for fluctuations in the price and value of Digital Currency, the reduction or loss of credibility, anonymity or other specific characteristics of Digital Currency, nor for changes in legislation in the area of Digital Currencies.

IV. Verification

1. You can place an order to purchase or sell Digital Currency without verification or with verification.

2. If the total cumulative value of your orders over a period of 10 consecutive days reaches the amount of 200. EUR, your order will be processed after verification.

3. If the total cumulative value of your orders over a period of 10 consecutive days does not reach the amount of 10,000.00 EUR, it is sufficient to perform a Tier 1 verification to process your order.

4. As part of Tier 1 verification, you will:

a. Fill in the required data on your profile on the Website,

b. Upload a high-quality, readable and color double-sided photocopy of two

identity cards listing your name, photo and date of birth; and a photograph of your person with your identity card (so-called ID selfie) to your profile,

c. Prove to us the existence of a bank account held in your name by sending a payment of CZK 1,-/EUR to our bank account in CZK/EUR via a bank account held in your name (i.e. the name of the account holder must match your name according to the identity documents provided).

d. You accept a short telephone call from us to verify your phone number, or

e. Contingent upon our request, you will further cooperate with us in in our effort to verify your eligibility to conclude the Contract (e.g., by documenting the consent of the legal representative of a client below the age of consent, etc.).

5. If it becomes apparent that the cumulative value of your orders over a period of 30 consecutive days amounts to at least 10,000 EUR, in the event of a suspicious transaction, or due to another reason that we consider appropriate, a Tier 2 verification will be required to execute the order.

6. As part of Tier 2 verification, you will:

1. Fulfill Tier 1 verification requirements; and
2. Upload to your profile on the Website: a document proving the origin of the Consideration, i.e., the funds used to purchase Digital Currency from us, or Digital Currency you are selling to us, if said funds do not indubitably originate from us (e.g., tax return, proof of income, loan agreement, etc.), and information illustrating the reason for purchasing Digital Currency; all in a quality, legible and color photocopy.

7. In the event of any insufficiencies in the verification, you will be asked to remedy them. Only after satisfactory completion of verification can mutual trading commence, or we can refund your committed Consideration if requirements under these Terms are met.

8. You are responsible for the veracity, reliability, and completeness of all data provided to us as part of the verification.

V. Orders

1. Our offers for the sale and/or purchase of Digital Currency published on the Website constitute a call for tenders only and are for information purposes only. Your orders constitute only a proposal for the conclusion of a Contract and are not binding to us until they are confirmed in compliance with these Terms and Conditions.

2. We will conclude the contract together remotely via e-mail, as per the following steps:

a. Verify yourself (if required by Article IV);

b. Fill in and submit the order form;

c. Receive an order confirmation from us along with instructions for the provision of the Consideration, including the deadline for the provision of the Consideration (hereinafter referred to as the “Instructions”);

d. you provide us with the Consideration in accordance with the Instructions, your obligation is fulfilled by crediting the Consideration to our account;

e. Receive from us an acceptance of the order, after crediting the Consideration in our internal system that is linked to our bank/eWallet account; and automatically updated in accordance with it (you can find more detailed terms of order acceptance depending on the type of Digital Currency here); the Contract is concluded upon delivery of the order acceptance to your email address;

f. Receive Performance from us, which we will send to you no later than three (3) days from acceptance of the order, thus acquiring ownership of it; our obligation is fulfilled upon debiting the Performance from our account. We reserve the right, in our sole discretion, not to enter into a Contract for any reason.

3. If you do not receive the acceptance of an order within three (3) days from the date of crediting Consideration on our account, you may request cancellation of the order and return of the Consideration, or request new Instructions taking into account the current exchange rate of the Digital Currency in question.

4. Until the Consideration is credited to our account, you may use the order form to cancel your order, free of charge within five days from the date of placing the order. Cancelling later is subject to a handling fee specified by the Price List, which is an integral part of these Terms and Conditions. We can also cancel your order by sending a message to your e-mail up to the point of crediting the Performance to your account.

5. Upon the expiration in vain of the period to provide Performance set out in the Instructions, the order is suspended; and its terms are void.

6. You can cancel a suspended order for a handling fee specified in the Price list. Pending cancellation, we can process a suspended order.

7. If we do not complete the suspended order, we will send you an email with new Instructions. If you do not provide the Consideration in accordance with new Instructions, the suspended order will be cancelled upon expiration in vain of the period to provide Consideration and you will be obliged to pay the handling the fee specified in the Price List.

8. In the event that you accidentally provide duplicate or higher performance than indicated by the Instructions, we will Inform you about this fact by e-mail, in which we will simultaneously send you an offer of adequate Performance according to the current exchange rate or cancellation.

VI. Pricing Policy, Discounts and Benefits

1. The price of Digital Currency is valid for the duration of its publication on the Website.

2. We are entitled to change the price of the Digital Currency at any time and update it continuously with regard to developments in and conditions of the cryptocurrency market and other price influences.

3. The stated Digital Currency includes all related rates and fees, unless the Terms provide otherwise. Beyond the Digital Currency price, you may be charged additional fees, the amount of which is determined by our actual costs (e.g., bank charges, handling fees when canceling an order, etc.).

4. Under the terms of the Discount Policy, which is an integral part of the of these Terms and Conditions, or at our discretion, we may provide you with individually customized terms and conditions, discounts, or other benefits, in particular depending on the volume of your heretofore realized Trades. We also offer you participation in our Affiliate program (if you are interested, we will be happy to provide you with further information).

VII. Terms of Payment

1. You undertake to pay the price of Digital Currency by wire transfer from your bank account, which is held in your name or to which you hold the right of disposal. You undertake to offer and sell Digital Currency only if you hold the ownership right to it and if you hold it in your eWallet account. We consider the failure to comply with these obligations to be a serious breach of the Contract and we are not liable for any damage or harm caused thereby.

2. You are in compliance with the Instructions when placing an order to provide Performance, when sending a wire transfer, You will indicate to the payee (via a payment note) the purpose of payment as specified in the Instructions. In the event of non-fulfilment of these obligations, our delay in providing Performance is excluded.

VIII. Withdrawal from the Contract

1. In the event that you are a consumer and the Contract has been concluded remotely, you cannot withdraw from it without an underlying reason within 14 days, as is customary with normal online purchases, because the price of Digital Currency depends on financial market fluctuations independent of our will, which may occur even during the withdrawal period (for more details see § 1837 letter b) 2 of the Civil Code). The right to withdraw from the Contract due to its violation in cases provided for by law is not affected.

2. We reserve the right to withdraw from the Contract without giving any reason at any time up to the point of provision of Performance, in particular:

a. As a result of inability to provide the Performance due to lack of liquidity, electrical power outage or Internet connection outage, limitation of access to a bank account, interruption in the operation of the Digital Currency Exchange or in the event of force majeure;

b. Due to reasonable suspicion about legalization of money laundering proceeds and terrorist funding as defined by AMLZ (for more details see AMLZ Directive);

c. Due to unexpected changes in the circumstances consisting of exchange rate fluctuations in the sense outlined within section 1765, par. 2 of the Civil Code;

d. Due to unreasonable, unnecessarily burdensome or obstructive behavior of the client (e.g. repeated placement and non-payment of orders, administrative burdens related to repeated orders in a short time span, etc.); or

e. due to non-compliance with the requirements of the payment made by the client (e.g., absence of a report on the purpose of payment).

3. Withdrawal from the Contract is effective upon its delivery to your e-mail address. The contract shall be voided from its conclusion. In this case, you are obliged to return the received Performance to us no later than three (3) days from the effective date of withdrawal. We will return the Consideration provided by you no later than three (3) days from the effective date of withdrawal or from the date on which you return the provided Remuneration to us, pursuant to whichever moment occurs at a later date. IF the reason for resignation can be imputed to you, you will be obliged to pay a fee specified in the Price List.

IX. Additional Rights and Obligations of the Contracting parties

1. When using the Website, you are obliged to comply with these Terms and Conditions and generally binding legislation and to respect the rights of third parties. In this context, it shall be prohibited to:

a. Use the Website in a manner that is likely to damage us, our clients or third parties;

b. Alter the content of the Web Pages, breach their integrity in any way, pose danger to and/or interfere with their operation;

c. Use programs, equipment or other mechanisms and procedures that might have a negative impact on the functioning of the Website;

d. Obtain unauthorized personal data of other clients or data that constitute our intellectual property or trade secrets; and

e. Utilize non-secure e-mail services or disclose the access password to one’s own account to any third parties, possibly allowing third parties to remotely access your PC (even if negligently).

2. As our client, you are entitled to:

a. Manage your client account, in particular determine (or change) the access password to your account, the frequency of sending information emails about the status of order processing, and execution of Trades and other adjustable parameters;

b. Reach out to our client support in Czech, English and Russian (contingent upon the availability of our staff), at any time via email communication and during working hours (from 9 a.m. to 9 p.m. every day), including by telephone;

c. Reach out to us at our e-mail address [email protected] with any complaints regarding the processing of orders and the execution of Trades; and

d. File a claim related to a Trade in cases and in ways specified by the General Terms and Conditions, as well as the generally binding and applicable legal regulations.

3. In the case of a violation of the Agreement by You, We shall be entitled to limit the range of services provided to You or to prevent their full service delivery.

X. Limitation of Liability

1. Please note that we disclaim any liability for:

a. For any damage or harm that results from your act or omission, which is in conflict with good moral conduct, generally binding legal regulations or the Contract;

b. For any damage or harm that results from dishonesty, inaccuracy and incompleteness of the data provided by you in connection with the Contract, in particular damage resulting from the provision of an incorrect bank account/electronic wallet account or the loss, theft or misuse of a password for an email address, bank account or eWallet; or by allowing (remote) access to your PC to third parties, even if negligently; and

c. For delay caused by force majeure; If this delay lasts more than five (5) working days, you may request cancellation of the order and return of the provided Consideration.

2. Similarly, we are not liable for any damage or harm arising from:

a. Legislative changes, including changes in the interpretation and application of the current legislation;

b. A court verdict or judicial action of a court, prosecutor’s office, police authority or other public authorities and administrations;

c. An outage of the Internet network or Digital Currency P2P networks;

d. Unavailability, malfunctions, misuse of the Website or intentional interruption of their operation (e.g., for maintenance purposes);

e. Computer viruses;

f. Cyber-attacks;

h. Discontinuation of the offer to sell and/or purchase some or all Digital currencies, or other services.

i. As a result of another act of force majeure.

XI. Personal Data Protection

1. We process your personal data in accordance with the GDPR and the ZOOU, exclusively for the purposes of performing the Agreement, protecting our interests, sending commercial communications and fulfilling our legal obligations and we protect them to the fullest extent possible.

2. Since the Agreement was made, we may send you commercial communications and information relating to our Company, the Exchanges and the Digital Currency for legitimate interest. When you receive a commercial communication, you have the right to express your wish not to receive further commercial communications.

2. Detailed terms of personal data processing can be found in the Consent to Processing of Personal Data.

XII. Cookies and Commercial Communication

1. We use Cookies in order to improve the services we provide and their advertisement. By using the Website, you give us your consent to the storage of Cookies on your computer device. Further terms and conditions for the use of cookies can be found here.

XIII. Final Provisions

1. As part of our activities, we cooperate with public authorities and administrations (e.g., the Czech National Bank, the Financial Analytical Office, police authorities, etc.) and we provide these with all the necessary coaction to the extent that we may require from You as well.

2. The authority charged with the supervision over compliance with the obligations set out for the protection of our clients, who are consumers, is the Czech Trade Inspection Authority.

3.In the case that any of the terms of these Terms and Conditions are or hereafter become invalid, ineffective or unenforceable, or are found to be so by a competent public authority, the remaining terms of these Terms and Conditions shall remain in validity and effect unless the nature of such term or its contents or the circumstances in which it was entered into show that it cannot be severed from the rest of these Terms and Conditions.

4. All legal relationships arising in connection with the use of the Website and the conclusion of the Contract is governed by the laws of the Czech Republic, and in particular the Civil Code. This applies also in cases where the legal relationship of the Parties includes an international (foreign) element.

5. By confirming your agreement to these Terms, you declare that you have thoroughly familiarized yourself with them, fully understood them, and that you accept them without reservation and will comply with them.