UKDE Limited (referred to as ''us', 'our', 'we') is a company incorporated under the laws of England and Wales (company registration number 11313452) and whose registered address is at 30 Portland Place, London, W1B 1L2, and operates a website, which is a platform dedicated to facilitating transactions in Digital Assets and the provision of related services. All persons or other subjects who log onto the Website shall be users of the Website ('you', 'your'). 'UKEX' is a trading name for the Exchange and related services provided by UKDE Limited.
This Agreement sets out the terms on which we provide the Exchange and other Services. This Agreement applies to all Transaction Instructions made via the Website.
Please carefully review and consider the terms of this Agreement and make sure that you understand them before using the Exchange or other Services. If you do not agree to the terms of this Agreement, you must immediately stop using the Exchange and other Services and must not submit a Transaction Instruction.
You are reminded that:
- The Digital Assets are new and unconfirmed technologies, and will not necessarily expand in usage.
- Digital Assets are primarily used by speculators, and are used relatively less frequently in retail and commercial markets. Transactions relating to Digital Assets are highly risky, due to the fact that they are traded throughout 24-hour a day, without limits on the rise or fall in price, and market makers and global government policies may cause major fluctuations in their prices.
- Transactions relating to Digital Assets may be suspended or prohibited at any time due to the enactment or modification of national laws, regulations and regulatory documents.
- As such, the trading of Digital Assets are not suitable for the vast majority of people. You acknowledge and understand that investment in Digital Assets may result in partial or total loss of your investment and therefore you are advised to decide how much you can afford to lose before investing in Digital Assets. You acknowledge and understand that digital assets may generate derivative risks. Therefore you are advised to seek assistance from a financial adviser and to carefully consider your financial position and the abovementioned risks before making any decisions on buying or selling Digital Assets.
- All opinions, information, discussions, analyses, prices, advice and other information on the Website are general market reviews and do not constitute any investment advice. We do not bear any loss arising directly or indirectly from reliance on the abovementioned information, including but not limited to, any loss of profits.
- Any and all losses arising therefrom will be borne by you and we shall not be held liable in any manner for such losses. It shall be solely your obligation to carefully assess the authenticity, legality and validity of relevant Digital Assets and/or information.
The following terms shall have the following meanings in this Agreement:
1.1"Applicable Laws" means all the laws of England and Wales and the European Union and any other laws or regulations, regulatory policies, guidelines or industry codes which apply to the provision of the Services. This includes, in particular, The Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017.
1.2"Approved Pairing" means a combination, as approved by us from time to time, of a Digital Asset and either another Digital Asset or a Currency, with a price at which that Digital Asset may be bought or sold.
1.3"Contis" means Contis Financial Services Ltd (Company Registration Number: 06085862), an electronic money institution authorised by the Financial Conduct Authority whose registered address is at Navigation House, Belmont Wharf, Skipton, North Yorkshire, BD23 1RL.
1.4"Contis Account" means the electronic money account operated by Contis and [which is connected to your Cryptowallet].
1.5"Cryptowallet" means the electronic account, accessible through the Website, which allows you to store Digital Assets with us.
1.6"Currency" means the traditional currencies which are approved for use on the Exchange.
1.7"Cryptowallet Service" means the service that we provide to you which allows you to use the Cryptowallet.
1.8"Digital Assets" means those cryptoassets which we allow to be traded on the Exchange, as are listed on the Website from time to time.
1.9"Exchange" means the exchange which is provided through the Website and which allows you to make Transactions in respect of Digital Assets.
1.10"Exchange Service" means the service which we provide that allows you to make Transactions on the Exchange (and other activities ancillary to the making of such Transactions).
1.11"Excluded Purposes" means[, in relation to the Services, any of the following purposes:
- paying for, supporting, or otherwise engaging in any gambling activities;
- violation of public interest or public ethics;
- for the evasion of payable taxes or other financial responsibilities;
- for any malicious purposes, including using a device, software or subroutine to interfere with the Services or the Website, overloading our or anyone else's network equipment with unreasonable data requests or executing malicious Transactions;or
- commercial purposes which are competitive to the Services or our business or which would otherwise be detrimental or prejudicial to our interests.
1.12"Member" means any person who is registered with an Account, in accordance with the terms of this Agreement.
1.13"Registration Data" has the meaning given to it in clause 3.1.
1.14"Services" means any service provided by us to you under the terms of this Agreement, including the Exchange Service and Cryptowallet Service.
1.15"Transaction" means a transaction by you with another user, under which Digital Assets are purchased or sold via the Exchange.
1.16"Transaction Fees" means the fees which we charge you in relation to a Transaction, as set out at clause 5.
1.17"Transaction Instruction" means an instruction given by you to us to execute a Transaction.
1.18"UKEX Account" means the account in your name which is accessible through the Website and which allows you to receive one or more of the Services.
1.19"Website" means ukex.com or any other website designated as such by us.
2.1This Agreement consists of the terms and conditions set out in this document as well as any rules, statements, instructions that we have published or may publish in the future and as are available on the Website.
2.2Before using any of the Services, you shall read this Agreement carefully, and consult a professional lawyer if you have any doubt as to their meaning. If you do not agree to the Terms and Conditions of this Agreement, you should immediately stop using the Services and stop logging into your UKEX Account. Upon you logging into your UKEX Account or using any of the Services or engaging in any other similar activity, you shall be deemed to have understood and agreed to all of the terms and conditions of this Agreement, including any and all changes, modifications or alterations that we may make to this Agreement from time to time.
2.3If you are not a Member, you can only log into and browse the Website and have access to other services as are permitted by our rules and regulations but cannot enter into any Transactions.
2.4Upon registering as a Member of and using any of the Services you:
- confirm that you have attained the age of 18 (or, if different, the statutory age for entering into contracts as is required by the law of the country in which you reside) and have sufficient capacity to accept this Agreement, to enter into a Transaction and to use the Website and the Services.
- represent that all Digital Assets in which you acquire through Transactions are legally acquired and owned by you.
- agree to accept any and all liabilities for your own Transactions (and any other activities when using the Services) as well as any and all profits and losses therefrom.
- confirm that the information provided at the time of registration is true and accurate.
- agree to comply with the Applicable Laws, including the reporting of any transaction profits for tax purposes.
- you acknowledge that this Agreement is only binding on the rights and obligations between you and us, and does not involve any legal relations and legal disputes arising from and relating to the transaction of Digital Assets between the users of the Exchange, and between other third parties and you (please see clause 16 for further information).
3.1Eligibility for Registration
You confirm that you are a natural person, legal person or other organisation with the power to enter into this Agreement and the ability to use the Services.
3.2Purpose of Registration
You confirm that you do not register as a Member with the intention or the purpose of violating any of the Applicable Laws or for any Excluded Purposes. We shall have the right to refuse to register you as a Member where we reasonably believe that this would be in breach of Applicable Laws.
- You agree to provide us with your full name, a valid residence address, a valid email address, a mobile phone number and such other information as specified on the user registration page of the Website (all information you provide to us on registration being referred to as 'Registration Data').
- You agree to provide us with complete, correct and accurate Registration Data and any other information we reasonably request under this Agreement. You agree to keep your Registration Data up to date.
- Under the Applicable Laws, we are required to verify your identity and make various checks. You consent to us using your Registration Data to perform these checks and you shall provide us with any other information which we reasonably require to carry out these checks (including, without limitation, copies of identity documents or documents confirming your address). Until we have successfully carried out these checks, you will not be able to complete the registration of your UKEX Account.
- If any Applicable Laws require that mobile phone accounts must be based on real names, you hereby confirm that the mobile phone number you provide for registration purposes has gone through the real-name registration procedure. After you provide the required registration information and such information passes relevant verification, you shall be registered as a Member with access to the Website and Exchange.
- You agree to receive emails or short messages sent by us related to the management and operation of the Website or Services.
4.1Our obligations in relation to the Services
Unless we are prevented from doing so by an event outside our reasonable control, we will provide the Services with reasonable care and skill.
4.2Content of the Services
- In relation to the Exchange Service which we provide:
- You have the right to browse the real-time quotes and transaction information concerning Digital Assets by accessing the Exchange via the Website, to submit Transaction Instructions to us and to complete the Transaction through the Exchange (please see clause 3 for further information).
- You have the right to participate in the website activities organised by the Website in accordance with the rules of activities posted on the Website.
- In relation to the Cryptowallet Service, we will securely store any Digital Assets which we hold on your Cryptowallet. You may:
- transfer Digital Assets to your Cryptowallet from any other valid address existing on the cryptographic network for that Digital Asset; and
- withdraw Digital Assets from your Cryptowallet to any other valid address existing on the cryptographic network for that Digital Asset.
You acknowledge that we have no control over the cryptocurrency network for a Digital Asset and our responsibility for withdrawals is limited to ensuring the transfer of the necessary technical data to the relevant cryptocurrency network. You also acknowledge (and agree to pay) any fees that may exist for the use of the relevant cryptocurrency network set out at clause 5.
- You shall:
- comply with the provisions of the Applicable Laws;
- ensure the legality of the source of all Digital Assets in your Cryptowallet;
- refrain from engaging in any illegal activities or other activities that damages our rights, interests or reputation or those of any third party, such as sending or receiving information that is illegal, illicit or infringes on the rights and interests of any other person, sending or receiving pyramid scheme information or information or remarks causing other harms, unauthorized use or falsification of the email header information of the Website.
- You shall keep your login details (including all passwords) confidential and you shall not permit anyone else to access your UKEX Account. [and the mobile phone number bound with your UKEX Account registered to your UKEX Account, as well as the security of the verification codes received via your mobile phone] .
- You shall be solely responsible for any and all your operations carried out using your UKEX Account (including any Transaction). If you learn that your UKEX Account is being used by someone else (or is at risk of being so used because, for example, you have disclosed your login details) you shall inform us by contacting us.
- You shall not maliciously interfere with the normal processing of any Transaction or disrupt the transaction order. You may not use any technical means or other means to interfere with the normal operation of the Website or Exchange or interfere with the other users’ use of the services.
- If any dispute arises between you and any other user in connection with Transaction, we will only provide you with such information as is required by Applicable Law or by judicial or governmental request.
- All taxes payable as well as all fees relating to hardware, software and services that are incurred by you in the course of using the Services shall be solely borne by you.
- You shall ensure that you frequently check that your Registration Data is still accurate and shall make any necessary changes.
- You shall abide by this Agreement and other terms of service and operating rules that the Website may release from time to time.
4.4Using the Exchange to enter into Transactions
- Funding your Transactions
Depending on the Approved Pairings available, Digital Assets may be purchased by paying either in another Digital Asset or in a Currency. You must ensure that you have sufficient Digital Assets or Currency (as the case may be) before submitting a Transaction Instruction to purchase a Digital Asset.
- Browsing Transaction information
When you browse the currency-currency Transaction information on the Website, you shall read all of the displayed Transaction information, including but not limited to the price, consignment, handling fee, buying or selling direction, and you shall accept all the contents contained in the Transaction information before you may click on the button to submit the Transaction Instruction.
- Submission of Transaction Instructions
After browsing and verifying the Transaction information, you may submit your Transaction Instruction. After you submit the Transaction Instruction, you shall be deemed to have authorised us to broker for you a Transaction with another user of the Exchange. To the extent possible, we will automatically match your Transaction Instruction with another user's Transaction Instruction. [All Transactions are executed in accordance with our [Execution Policy] which can be found on the Website.
- Refusal to execute a Transaction Instruction
- We may, without any liability to you, refuse to execute a Transaction Instruction in the following circumstances:
- where you have insufficient Digital Assets or Currency to make the Transaction (as the case may be);
- where we believe that execution of the Transaction Instruction would be in breach of any Applicable Law; or
- where we have been requested not to do so by a court of competent jurisdiction or a regulator.
- Unless prohibited by Applicable Laws, we will notify you of the reason for our refusal to execute the Transaction Instruction.
- We may, without any liability to you, refuse to execute a Transaction Instruction in the following circumstances:
- Settlement of Transactions
When you purchase a Digital Asset and:
- pay with Currency (if permitted by an Approved Pairing), your Contis Account will be debited with the relevant amount and your Cryptowallet credited with the relevant amount of the Digital Asset;
- pay with another Digital Asset (if permitted by an Approved Pairing), your Cryptowallet will be credited with relevant amount of the Digital Asset you are purchasing and debited with the relevant amount of the Digital Asset which you are paying with.
When you sell a Digital Asset and:
- receive payment in Currency (if permitted by an Approved Pairing), your Contis Account will be credited with the relevant amount and your Cryptowallet debited with the relevant amount of the Digital Asset;
- receive payment in another Digital Asset (if permitted by an Approved Pairing), your Cryptowallet will be debited with the relevant amount of the Digital Asset you are selling and credited with the relevant amount of the Digital Asset that you are receiving as payment.
- Accessing Transaction details
You can check your Transaction records in the UKEX Account section of the Website.
- Revoking/modifying Transaction commission.
- You have the right to revoke or modify your Transaction Instruction at any time before the Transaction is concluded.
6.1If you wish to enter into Transactions:
- to buy Digital Assets using Currency (as permitted by an Approved Pairing); or
- to sell Digital Assets and be paid in Currency (as permitted by an Approved Pairing),
you will need to register for a Contis Account. If you buy Digital Assets using Currency, your Contis Account will automatically be debited by the relevant amount. If you sell Digital Assets in return for Currency, your Contis Account will automatically be credited by the relevant amount.
6.2In addition, when you are registered for a Contis Account you will receive a card which will allow you to purchase goods and services subject to the terms and conditions you enter into with Contis. Purchases with this card will deduct the relevant amount of funds from your Contis Account.
6.3You may place funds on your Contis Account by transferring funds via a bank transfer or selling Digital Assets for Currency.
6.4Although it is connected with your Cryptowallet, the Contis Account and Card is operated and provided by Contis and you should refer to the separate terms and conditions applying to that account (which you will have received when registering for the Contis Account)
7.Our rights and obligations
7.1Where by means of technical testing or manual sampling, among others, we reasonably suspect that the information you provide to us is wrong, untrue, invalid or incomplete, we shall have the right to notify you to correct or update the information.
7.2We shall have the right to correct any information displayed on the Website when we uncover any error in such information (in addition to our general right to modify the Website as we see fit).
7.3We shall ensure the security of your Digital Assets by implementing reasonable security precautions. When we learn of any security risks to your UKEX Account, we shall notify you in advance (so long as notifying you would not further reduce the security of your UKEX Account or the Website).
7.4We shall have the right to delete any content and information on the Website which does not conform to any Applicable Laws or the rules of the Website at any time. We may exercise this right without providing you with prior notice.
8.Duration and termination of this Agreement
8.1This Agreement will continue in force until terminated in accordance with provisions of this clause 8.
8.2We shall have the right to terminate or suspend your UKEX Account in the following circumstances by providing you with immediate notice:
- you breach any term of this Agreement and, if such breach is capable of remedy, fail to remedy such breach within 7 (seven) days;
- we determine that the user of an UKEX Account is not the initial registrant of that Account;
- you fail to log into your UKEX Account for an uninterrupted period of one year;
- provide any information (including Registration Data) which you knew to be false or were reckless as to its truth;
8.3If you breach any term of this Agreement we may immediately, suspend your account, issue legal proceedings against you for reimbursement for all costs resulting from the breach, take legal action against you or disclose such information to law enforcement authorities as we reasonable feel is necessary to do so.
8.4You or we shall have the right to terminate this Agreement by providing days' notice to the other party.
8.5If your UKEX Account is terminated for any reason, this Agreement shall be terminated on the same date.
8.6After the termination of this Agreement for any reason, you must immediately stop using any Service.
8.7Expiration or termination of this Agreement for any reason shall not affect our or your accrued rights or obligations.
9.1All intellectual property included in the Website or the Exchange, including, but not limited to, website logos, databases, website design, text and graphics, software, photos, videos, music, sounds and any combinations of the aforementioned files, and the intellectual property rights of software compilation, associated source code and software (including small applications and scripts) belong to us and our licensors absolutely. You are not granted any licence or right to use these materials and other documents or items for any purpose other than in connection your receipt of the Services. You may not copy, modify, copy, transmit or use any of the foregoing materials or content for commercial purposes.
9.2All rights contained in the name of the Website (including but not limited to business goodwill and trademarks, logos) belong to us or our licensor absolutely.
9.3By entering into this Agreement, you shall be deemed, on the basis of your own informed decision, to have transferred and assigned exclusively free of charge to us all copyright of any form of information that you publish on the Website, including, but not limited to copyrights, distribution rights, lease rights, exhibition rights, performance rights, projection rights, broadcasting rights, information network dissemination rights, shooting rights, adaptation rights, translation rights, compilation rights and other transferable rights that copyright owners are entitled to, and we shall have the right to sue for any infringement on such copyright and obtain full compensation for such infringement. This Agreement shall apply to any content that is published by you on the Website and is protected by copyright law, regardless of whether the content is generated before or after the signing of this Agreement.
9.4Your logging into your UKEX Account or use of any of the Services offered by us shall not be seemed as our transfer of any intellectual property to you.
10.1Scope of Application
- When you register for your UKEX Account or , you shall provide personal registration information in accordance with the requirements of the Website, including but not limited to your name, address, telephone number and email address.
- When you use the services offered by the Website, or visit the Website, the Website will automatically receive and record the server information of your web browser, including but not limited to the IP address and records on the web pages that you request to access.
- The relevant data collected by the Website in connection with your transactions on the Website, including but not limited to transaction records.
- Other personal information of yours legally obtained by the Website.
10.2Use of Information
- We are the data controller of your personal information for the purposes of applicable data protection laws. We will use the personal data you provide to us together with information that is collected or generated during our relationship with you to:
- verify your identity and provide the Services;
- process your Transaction Instructions;
- meet legal, regulatory and compliance requirements;
- monitor and analyse any Transactions to prevent, investigate and/or report fraud, terrorism, money-laundering, security incidents or other criminal activities;
- transfer or disclose your information to any third party that is not a related party of us, for the purpose of completing merger, division, acquisition or transfer of assets;
- software certification or management software upgrade;
- inviting you to participate in surveys in connection with the services offered by the Website;
- helping us to design new products and services and improve the Services; and
- if you agreed to this, to inform you (including by phone, email and SMS) about similar products that we provide, but you may stop receiving these communications at any time by contacting us at the email address set out in this Agreement.
10.3We will share your personal information with third parties providing services to us, such third parties' and our group companies and our representatives for these purposes. These transfers are either necessary to perform the Services or we have taken steps to ensure that there is adequate protection for your personal information in these circumstances.
10.4We will share your personal data where the law either requires or allows us to do so to protect our legitimate interests (e.g. your personal data can be shared with law enforcement agencies, government bodies and regulators to prevent or detect crime, money laundering, terrorist financing or other criminal activities).
10.5We are required by law to carry out all necessary security and customer due diligence checks on you (including any parties involved in a Transaction) in order to provide the Services. On occasion, to assist with these checks and to meet our legal obligations, you agree to comply with any request from us for further information and provide such information in a format acceptable to us. In addition, you understand that as part of these checks we may make, directly or through any third party, any inquiries we consider necessary to validate the information you provided to us.
All Transaction calculations are verified by us, and all of the calculation methods which we use have been posted on the Website, but we cannot ensure that your use of the Website will not be uninterrupted or free from errors.
12.Limitation and Exemption of Liability
12.1If we fail to comply with this Agreement, we are responsible only for loss or damage you suffer that is a foreseeable result of that non-compliance. Loss or damage is "foreseeable" if either it is obvious that it will happen or if, at the time the Services were performed, both we and you knew that there was a reasonable likelihood that it might happen in the ordinary course of events (and not because of the existence of any exceptional circumstances, where or not we were aware of them).
12.2We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents, representatives or subcontractors; for fraud or fraudulent misrepresentation, including pre-contract fraudulent misrepresentation or fraudulent concealment; or for breach of your legal rights where it would be unlawful to exclude or limit such legal rights in relation to the services.
12.3We are not liable for business losses. We only supply the services for domestic and private use. If you use the services for any commercial, business or re-sale purpose we will have no liability to you for any loss of profit, loss of business, business interruption, or loss of business opportunity.
12.4You understand and agree that we shall not be held liable for any loss or damage caused by any action we take in the following circumstances:
- where we have a reasonable belief that your specific Transactions may involve any breach of Applicable Law;
- where we have a reasonable belief that your conduct on the Website or use of the Services is suspected of being illegal or improper or is for an Excluded Purpose.
12.5You acknowledge that:
- all Services are provided on an 'as is' basis, without guarantees of any kind, whether expressed or implied;
- all online services suffer from occasional disruptions and outages and we are not liable for any disruption or loss that you may suffer as a result. We do not therefore provide any guarantees that access to the Services will not be interrupted or that there will be no delays, failures, errors, omissions or loss of transmitted information;
- we will not be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of our obligations under this Agreement if such delay or failure result from events, circumstances or causes beyond our reasonable control; and
- we do not make any warranties and commitments in connection with any of the information, products and business of any third party websites which the Website link to.
12.6We do not make any explicit or implicit warranties in connection with the market, value or price of Digital Assets. You acknowledge that the digital asset market is unstable, that the price and value of assets may fluctuate or collapse at any time, and that the transaction of digital assets is based on your informed decision and therefore you shall assume any and all risks and losses that may possible arise therefrom.
You will be liable to us and our employees and officers against any and all loss, damage, claims, demands, costs, expenses, of any kind and nature incurred by us directly or indirectly arising from your violation of any provision of this Agreement, or fraudulent use of the Services. This includes any legal costs that we may incur in order to enforce our rights or recover any amounts you owe us. This clause shall survive any termination of this Agreement.
14.Amendments to this Agreement
We may at any time amend this Agreement. We shall notify you of any changes to this Agreement either by posting a notice on the platform or by emailing you at the email address listed in your Registration Data. Following any amendments, if you continue to use any of the Services you shall be deemed to have agreed to the revised terms of this Agreement. If you do not agree to the amended Agreement, you must immediately stop the use of the Services and request the closure of your UKEX Account.
If you have any complaints relating to any of the Services provided to you under this Agreement, please contact us and we shall do our best to resolve your complaint. Please note that if your complaint relates to the Contis Account, please contact Contis directly or if you still send the complaint to us, we will refer the complaint to Contis.
16.Other terms applying to Digital Assets
This Agreement solely concerns your use of the Exchange to enter into Transactions with other users (and ancillary services as specified in this Agreement). Before purchasing Digital Assets you should determine what, if any, rights attach to the Digital Assets which you intend to purchase (as may be granted by a third party, such as any initial issuer of the Digital Asset). You acknowledge that, unless specifically stated in this Agreement or any other agreement which we may enter into with you, such terms apply as between you and the third party granting such rights.
- We may transfer our rights and obligations under this agreement to another organisation.
- You may not transfer to any third party any of your rights or obligations under this Agreement without our written consent.
If any provision of this Agreement is found unenforceable, invalid or illegal by any court of competent jurisdiction, validity of the remaining provisions of this Agreement shall not be affected.
Nothing in this Agreement shall be deemed to have created, implied or otherwise treated us as your agent, trustee or other representative, unless it is provided otherwise in this Agreement.
Our or your waiver of the right to hold the other party liable for breaches of agreement or any other liability as is agreed upon in this Agreement shall not be construed or deemed as a waiver of the right to hold the other party for other breaches of contract; a failure to exercise any right or remedy shall not be construed in any way as a waiver of such right or remedy.
21.No third party rights
This Agreement is between you and us. Other than as provided in clause 17.1 above, no other person shall have any rights to enforce any of its terms.
22.Governing Law and Jurisdiction
This Agreement is governed by English law. This means that the Services (and any dispute or claim arising out of or in connection with it, including non-contractual claims or disputes) will be governed by English law.
You can bring legal proceedings in respect of claims or disputes (including non-contractual claims or disputes) arising from or related to this Agreement in the English courts. If you live in Scotland, you can bring legal proceedings in either the Scottish or the English courts. It you live in Northern Ireland, you can bring legal proceedings in either the Northern Irish or the English courts.