User Agreement Bitvavo B.V.
Last updated: 20-09-2020
The following User Agreement applies to Users of the Website and the Services. User should read the entire User Agreement carefully before using the Website or Services. The User Agreement should be read in conjunction with appendix 1, 2, 3 and 4 (the“Appendices”) and:
- Risk Disclosure Statement;
- Trading Rules.
(Together the“Related Agreements”)
By opening an Account and using any of the Services offered from time to time on the Website, User agrees to this contractual agreement between User and Bitvavo (the“User Agreement”).
1. Key Definitions
- In the User Agreement, Appendices and the Related Agreements, capitalized terms not otherwise defined in this User Agreement, Appendices and the Related Agreements will have the following meaning:
- 1.1“Account” indicates a User account, including Bitvavo Digital Asset Wallet and Bitvavo E-Wallet, which gives access to the Services.
- 1.2“Bitvavo” indicates Bitvavo B.V., a limited liability company incorporated under Dutch law, with its registered office at Herengracht 450, 1017 CA, Amsterdam, and registered with the Dutch Chamber of Commerce under the number 68743424.
- 1.3“Bitvavo Custody” indicates Bitvavo Custody B.V., a limited liability company incorporated under Dutch law, with its registered office at Herengracht 450, 1017 CA, Amsterdam, and registered with the Dutch Chamber of Commerce under the number 80118844.
- 1.4“Bitvavo Digital Asset Wallet” indicates the wallet feature offered by Bitvavo, on behalf of the Foundation, to User for the storage and retrieval of a limited number of Digital Asset as offered within the Bitvavo Platform.
- 1.5"Bitvavo E-Token" indicates electronic stored monetary value representing a claim on Bitvavo as the issuer of the Bitvavo E-Token, which is issued upon receipt of funds - by the Foundation on behalf of Bitvavo - for the purpose of making payment transactions with respect to purchases of a limited range of Digital Asset as offered within the Bitvavo Platform and that shall in no event be seen as a deposit of any kind.
- 1.6"Bitvavo E-Token Wallet" indicates the wallet feature offered by Bitvavo to User for the storage and retrieval of Bitvavo E-Tokens.
- 1.7"Bitvavo Platform" the online platform of Bitvavo, accessible via the Website, on which a limited number of Digital Assets are offered and solely - as the platform is exclusively available to Users - can be traded between Users.
- 1.8“Digital Asset” indicates a digital representation of value that is neither issued by a central bank or a public authority, nor necessarily attached to a fiat currency, but can be accepted by natural or legal persons as a means of payment and can be transferred, stored or traded electronically.
- 1.9“Foundation” indicates Stichting Bitvavo Payments, a foundation incorporated under Dutch law, with its registered office at Herengracht 450, 1017 CA, Amsterdam, and registered with the Dutch Chamber of Commerce under the number 69228922. The foundation operates exclusively for Bitvavo based on the cooperation agreement and functions as a bankruptcy remote vehicle for safeguarding User’s Funds.
- 1.10“Funds” indicates the funds, which can consist of Digital Asset and/or Bitvavo E-Tokens, as deposited by User on the Bitvavo Digital Asset Wallet and/or Bitvavo E-Wallet as linked to the Account.
- 1.11“Order”indicates an instruction to buy or sell Digital Asset on the Bitvavo Platform.
- 1.12“Services” indicates all services as offered by Bitvavo and as specified in article 5, 6, 7, 8 and 13 of the User Agreement.
- 1.13“User” indicates an individual or a legal entity (represented by an authorised individual) that has created an Account and uses the Services.
- 1.14“Website” indicates http://bitvavo.com and all its related subdomains or related services, such as applications, maintained by Bitvavo.
The User Agreement applies, insofar relevant for the activities as provided by Bitvavo Custody and the Foundation, also for the services as provided by Bitvavo Custody and the Foundation.
- 2.1 Using the Services involves significant risks. User should not use the Services unless User understands the associated risks. Please read the Risk Disclosure Statement to understand the risks related to the Services. User should carefully assess whether User’s financial situation and tolerance for risk is suitable for using the Services and User should not use Funds for the Services that User is not prepared to lose entirely as there is an inherent risk that losses will occur as a result of using the Services.
- 3.1 The Accounts are restricted to individuals or legal entities (represented by an authorised individual) who are resident in or established in the Single European Payments Area.
- 3.2 Depending on the country of residence or the country from which User accesses the Website and/or Services, User may not be able to use the Website or Services. User is responsible to comply with the rules and regulations applicable in his country of residence and/or the country from which User accesses the Website.
- 3.3 User is at least 18 years old and has full capacity to accept the User Agreement, to use the Services and to enter into a transaction involving Digital Asset and is acting on its own behalf.
- 3.4 If User is a legal entity, the Account may only be used by a person authorised to act on behalf of the legal entity. It is the responsibility of such User to limit access to the Account to authorised persons only.
- 3.5 User acknowledges and agrees to provide Bitvavo with current, accurate and complete information during the registration and verification process. Additionally, User agrees to keep Bitvavo updated if any of the provided information changes.
- 3.6 User acknowledges and agrees that he will not use the Account and the Services to perform criminal activities of any sort, including but not limited to money laundering, terrorist financing, fraud or any other criminal or illegal activity as described in more detail in Appendix 1.
- 3.7 User acknowledges and agrees that he may create only one Account and it is not allowed to transfer an Account to another person or entity and can only use the Services acting on its own behalf, unless Bitvavo has granted its prior written permission to do so.
- 3.8 Bitvavo reserves the right to refuse Accounts without reason and to not further process the verification.
- 4.1 The creation of an Account and use of the Services can be subject to several levels of verification as described in more detail in Appendix 2. User agrees to provide Bitvavo with the requested information for purpose of Know Your Customer rules, detection of money laundering, terrorist financing, fraud or any other criminal or illegal activity and agrees to provide Bitvavo with additional information and/or require undergo a background check, in accordance with applicable laws and regulations or the internal rules of Bitvavo, prior to being authorised to use the Services or at any point thereafter.
- 4.2 User acknowledges and agrees that Bitvavo may disclose personal data of User to third parties in order to do several verification checks or to check the relevance and accuracy of the information provided for verification purposes.
- 4.3 Bitvavo reserves the right to amend the verification process and to require additional and/or updated information from verified Users for additional verification.
- 4.4 Bitvavo reserves the right to cancel and/or terminate Accounts that have not been verified or whereby not all required information has been received for additional verification or whereby additional or updated information includes information that is a reason for Bitvavo to cancel and/or terminate the Account.
- 4.5 Information and documentation provided by User will be stored as long as required by law or, if not required by law, no longer than is strictly necessary to realise the objectives for which the information and documentation, including User’s personal data, was obtained.
5. Orders and Transactions
- 5.1 The Website allows User to submit instruction to buy or sell Digital Asset on the Bitvavo Platform.
- 5.2 Bitvavo may apply minimum and maximum order amounts which can vary for each trading pair.
- 5.3 User is aware that an Order should only be submitted after careful consideration and User understands and accepts consequences of its execution. User agrees that as soon as the Order is executed, such transaction is irreversible and may not be cancelled User agrees that after entering into the User Agreement, Bitvavo will directly perform its obligations under the User Agreement. Transactions may be executed instantly and will be considered to have taken place at the execution date and time.
- 5.4 User acknowledges and agrees to be responsible for all provided Orders and instructions, the accuracy of all information sent via the internet in Users name and the passwords and any other personal identification means implemented to identify User.
- 5.5 User is aware of the risk that the execution price of a market order may differ significantly from the given indication price. Additionally, User is aware that market orders are not guaranteed executable due to the availability of sufficient supply or demand.
- 5.6 User acknowledges and accepts that limit orders and stop loss orders are not guaranteed executable at the price or amount specified by User.
- 5.7 User is not entitled to take advantages from any errors on or made by Bitvavo. Bitvavo maintains the right to correct any errors, to both the advantage and disadvantage of User, by reverting or reclaiming transactions.
- 5.8 In the case of suspected fraud or misuse, Bitvavo reserves the right to suspend Orders and transactions until the legitimacy has been verified.
6. E-money and Payments
- 6.1 Bitvavo offers User the possibility to store Funds on their Account to facilitate User with respect to buying, selling or trading Digital Asset on the Bitvavo Platform. Bitvavo reserves the right, if this might be doubtful or if this is not the case, to return the Funds to the destination of their origin or any other place as suggested by User (e.g. external wallet address) and agreed by Bitvavo.
- 6.2 User agrees and warrants that all (current and future) Funds in the Account are not the direct or indirect proceeds of any criminal or fraudulent activity as described in more detail in Appendix 1. User is not allowed to receive Funds in the Account from any third parties. Bitvavo reserves the right to investigate the source of any Funds in the Account and take appropriate measures with a view to mitigate potential integrity risks. Depending on the outcome of this investigation, Bitvavo reserves the right to return the Funds to the destination of their origin or any other place as suggested by User (e.g. external wallet address) and agreed by Bitvavo.
- 6.3 User acknowledges and agrees that he must check all deposits or withdrawals thoroughly before giving any deposit or withdrawal instruction. Once an instruction is provided, deposits or withdrawals can be made final by Bitvavo at any moment and such deposits or withdrawals may not be cancelled and are irreversible. Any mistakes in submitted deposits or withdrawals are the sole responsibility of User.
- 6.4 User acknowledges and agrees that deposits and withdrawals of Funds may be delayed or (temporary) unavailable due to the financial system or due to the inherent nature of the Digital Asset network.
- 6.5 In the case of suspected fraud or misuse, Bitvavo maintains the right to suspend deposits and withdrawals until the legitimacy has been verified.
- 6.6 User acknowledges and agrees that Bitvavo may use a so called ‘cooldown period’ for deposits due to which the withdrawal of Funds can be delayed.
- 6.7 The Foundation is responsible, as concluded in the cooperation agreement, for managing all Funds for and on behalf of the Users.
- 6.8 If an Account remains closed or dormant for a long enough period of time, and Bitvavo is unable to contact User, Bitvavo may be required to report any reaming Funds in the Account as unclaimed property if required by law. Bitvavo reserves the right to deduct an administrative fee resulting from such unclaimed funds, if permitted by applicable law. If Bitvavo is unable to contact User and the costs of holding the Funds in an Account and/or the costs of a transfer of the Funds to another party to hold the Funds on behalf of User are higher than the (estimated) value of the Funds, Bitvavo can close the Account whereby User has no right to obtain the Funds anymore.
- Bitvavo E-Token
- 6.9 The Bitvavo E-Tokens, which are exclusively offered by Bitvavo and could only be used within the Bitvavo Platform, are designated for support and facilitation reasons with respect to payment transactions of Users related to their transactions (i.e. the purchase or sale of Digital Asset) on the Bitvavo Platform.
- 6.10 The Bitvavo E-Tokens will automatically be issued by Bitvavo upon receipt of a payment in Euro by the Foundation on behalf of Bitvavo and without delay. Bitvavo issues Bitvavo E-Tokens at par value, due to which the Bitvavo E-Tokens will have the same amount as the Euros received, and therefore a Bitvavo E-Token is issued for every euro received. The Bitvavo E-Tokens issued to a User will be added to the Bitvavo E-Token Wallet linked to the Account of User.
- 6.11 The Bitvavo E-Tokens will be shown as an account balance associated with the Account of User.
- 6.12 User acknowledges and agrees that, although the Foundation will take reasonable measures to secure the Bitvavo E-Token Wallets, storing Bitvavo E-Tokens in a Bitvavo E-Token Wallet involves significant risks, as described in more detail in the Risk Disclosure, as the Foundation cannot guarantee complete security. User acknowledges and agrees that any use of the Bitvavo E-Token Wallet is at the risk of User.
- 6.13 Bitvavo E-Tokens can only be used for the Services and cannot be stored for other purposes. User is not entitled to interest or any other compensation for the stored Bitvavo E-Tokens. In case there are indications that User uses the Bitvavo E-Tokens for other purposes, Bitvavo will contact User and request proper use or withdrawal of the Bitvavo E-Tokens.
- 6.14 User could, upon request, be refunded in Euros for his Bitvavo E-Tokens. In such case the Bitvavo E-Tokens will automatically be redeemed from the Account at par value by Bitvavo and the Foundation will transfer the amount in Euro corresponding to the value of the redeemed Bitvavo E-Tokens to User via a bank transfer into the verified bank account of User.
- Digital Assets
- 6.15 User acknowledges and agrees to only store Digital Assets in his Bitvavo Digital Asset Wallet for the purpose of trading Digital Assets on the Bitvavo Platform and will limit the stored Digital Assets to an absolute minimum.
- 6.16 User is, in principle, not entitled to airdrops, staking rewards, off-chain staking rewards or any other compensation for the stored Digital Asset, except if other information is given in this User Agreement or on the Website.
- 6.17 User acknowledges and agrees that a deposit of Digital Asset is succeeded once a Digital Asset is received at the designated wallet address. A deposit of a Digital Asset will only be added to the Bitvavo Digital Asset Wallet of User once multiple, which number may differ per Digital Asset and to be determined by Bitvavo, network confirmations are received.
- 6.18 User acknowledges and agrees that only Digital Asset can be deposited which are listed on the Bitvavo platform, and this may change from time to time. Under no circumstances User should attempt to deposit Digital Asset or receive Digital Asset in any form (e.g. side chains or forked protocols) that Bitvavo does not support, as these Digital Assets might be lost in such case).
- 6.19 User acknowledges and agrees that, although the Foundation will take reasonable measures to secure the Bitvavo Digital Asset Wallets, storing Digital Assets in a Bitvavo Digital Asset Wallet involves significant risks, as described in more detail in the Risk Disclosure, as the Foundation cannot guarantee complete security. User acknowledges and agrees that any use of the Bitvavo Digital Asset Wallet is at the risk of User.
- 6.20 User acknowledges and agrees that Bitvavo may, for security purposes, store Digital Asset offline, due to which the withdrawal of Digital Asset can be delayed.
- 6.21 User acknowledges and agrees that Bitvavo has fulfilled its obligations, in respect of the withdrawal of a Digital Asset, once the transaction is confirmed by the relevant network. Such confirmation can be received by including the transaction identification code (TX-ID) in the block explorer of the relevant Digital Asset.
7. On-Chain Staking Services
- 7.1 When User holds Digital Assets in his Bitvavo Digital Asset Wallet, User may be given the option to ‘stake’ these Digital Assets in a third party proof of stake network via staking services provided by Bitvavo (the“On-Chain Staking Services”).
- 7.2 In order to use the On-Chain Staking Services, User must opt-in by selecting the On-Chain Staking Services which will apply for all supported Digital Assets (the“On-Chain Staking Digital Assets”) as held in User’s Bitvavo Digital Asset Wallet. Bitvavo may decide to add or remove Digital Assets from the list of On-Chain Staking Digital Assets at any time in its sole discretion.
- 7.3 The On-CHain Staking Services are always offered in conjunction with the Off-chain Staking Services. User is aware of the significant risks related to the On-Chain Staking and Off-chain Staking Services, as described in more detail in the Risk Disclosure, and is not required to stake with Bitvavo. User can opt-out from the On-Chain Staking Services (and Off-chain Staking Services) at any time through the settings page in his Account.
- 7.4 By opting-in for the On-Chain Staking Services, Bitvavo will stake User’s On-Chain Staking Digital Assets on User’s behalf. If Bitvavo receives a reward for these staking activities, Bitvavo will distribute (part of) the reward to User (the“On-Chain Staking Reward”). Most On-Chain Staking Rewards will be distributed in the same On-Chain Staking Digital Assets although the reward for some On-Chain Staking Digital Assets might be distributed in another Digital Asset (e.g. NEO with GAS or VeChain Token with VeChain Thor Energy). The percentage and timing of such distribution will: (i) be determined by Bitvavo in its sole discretion; (ii) be subject to Bitvavo’s staking fee (if applicable); (iii) vary per On-Chain Staking Digital Asset; and (iv) be further detailed in the Account of User. An indication of the potential Staking Reward is published on the Website although this is only an estimate and might change over the time.
- 7.5 User acknowledges and agrees to have no right to a On-Chain Staking Reward until it is received by Bitvavo. On-Chain Staking Rewards will be distributed to the Account of User promptly after they are received by Bitvavo. Bitvavo employs measures to ensure that the On-Chain Staking Services are accessible 24 hours a day and 7 days a week although Bitvavo does not guarantee that User will receive On-Chain Staking Rewards, any specific On-Chain Staking Reward, or any other staking return over time.
8. Off-Chain Staking Services
- 8.1 The Off-chain Staking Service is a separate service from the On-Chain Staking Services described in article 7 of this User Agreement. The On-Chain Staking Services allow Bitvavo to stake User’s On-Chain Staking Digital Assets on User’s behalf and, if Bitvavo receives a reward for these On-Chain Staking activities, User will receive a On-Chain Staking Reward which is (part of) the reward as received by Bitvavo. The off-chain staking services allow User to instruct the Foundation to contribute Digital Assets to Bitvavo Custody, and subsequently to other relevant third parties, in exchange for the opportunity to earn rewards (“Off-chain Staking Services”).
- 8.2 In order to use the Off-chain Staking Services, User must opt-in by selecting the Off-chain Staking Services which will apply for all Digital Assets as held in User’s Bitvavo Digital Asset Wallet (“Off-chain Staking Digital Assets”). The Off-chain Staking Services are always offered in conjunction with the On-Chain Staking Services. User is aware of the significant risks related to Off-chain Staking services, as described in more detail in the Risk Disclosure, and User is not required to use the Off-chain Staking Services at Bitvavo and Bitvavo Custody. User can opt-out from the Off-chain Staking Services (and the On-Chain Staking Services) at any time through the settings page in his Account.
- 8.3 By using the Off-chain Staking Services User (i) the Foundation the right to assign (part of) this Agreement and the corresponding duties relevant for the Off-chain Staking Digital Assets to Bitvavo Custody and gives a right of use and its consent to use the Off-chain Staking Digital Assets by Bitvavo Custody after the Foundation has assigned (part of) this Agreement and its corresponding duties relevant for the Off-chain Staking Digital Assets to Bitvavo Custody (ii) confirms to have read and understood the relevant terms and conditions entirely (iii) confirms to have had the opportunity to ask questions and receive answers from Bitvavo Custody concerning the terms and conditions of the Off-chain Staking Service prior to participating and (iv) acknowledges and accepts the significant risks associated with Off-chain Staking Services as described in more detail in the Risk Disclosure Statement.
- 8.4 User acknowledges and agrees to only contribute Off-chain Staking Digital Assets to the Off-chain Staking Services that are initially deposited into User’s Account for the purpose of trading Digital Assets on the Bitvavo Platform and not for participation in the Off-chain Staking Services.
- 8.5 Off-chain Staking Digital Assets that User contributes to the Off-chain Staking Services (“Off-Chain Staked Digital Assets”) are automatically treated as received except if indicated otherwise on the Website. Bitvavo Custody reserves the right to (i) reject or remove any contribution from the Off-chain Staking Services; (ii) establish minimum or maximum contribution amounts; or (iii) return any Off-Chain Staked Digital Assets, at any time by Bitvavo Custody and in its sole discretion.
- 8.6 User grants Bitvavo Custody the right, to the fullest extent that Bitvavo Custody may effectively do so under applicable law and without further notice to User, to utilize the Off-chain Staking Digital Assets in Bitvavo Custody’s discretion; provided, that Bitvavo Custody will re-assign (part of) this Agreement and its corresponding duties relevant for the Off-chain Staking Digital Assets and return the quantity and type of User’s Off-chain Staking Digital Assets back to the Foundation on behalf the User when User opts-out from the Off-chain Staking Services (and the On-chain Staking Services).
- 8.7 If The Foundation acting on behalf of User assigns (part of) this Agreement and the corresponding duties relevant for the Off-chain Staking Digital Assets to Bitvavo Custody, User remains the beneficial owner of the Off-Chain Staked Digital Assets and the beneficial owner of any additional Digital Assets resulting from any applicable (i) network fork that is supported by Bitvavo Custody and/or (ii) airdrop or similar distribution of Digital Assets that is supported by Bitvavo Custody; provided, that Bitvavo Custody retains sole discretion and has no obligation to support any particular forks, airdrops or similar distribution and such support remains in all instances subject to the User Agreement.
- 8.8 User may earn rewards on Off-Chain Staked Digital Assets (“Off-chain Staking Rewards”). Off-chain Staking Rewards are not guaranteed and the rates and timing of Off-chain Staking Rewards may vary.
- 8.9 Off-chain Staking Reward rates will be determined based on the number of Off-Chain Staked Digital Assets per type of Off-Chain Staked Digital Asset and the reward rate per Off-Chain Staked Digital Assets which is determined in Bitvavo Custody’s sole discretion and might vary per the Off-Chain Staked Digital Assets type. An indication of the potential Off-chain Staking Reward (if any) is published on the Website although this is only an estimate and might change over the time.
- 8.10 Rewards, if any, will be paid by Bitvavo Custody (i) to User’s Account in the same Digital Asset as the applicable Off-Chain Staked Digital Assets, and then (ii) automatically contributed to the Off-chain Staking Services, whereupon User will be eligible to earn Off-chain Staking Rewards.
- Off-Chain Staking Fees
- 8.11 Bitvavo Custody reserves the right to charge User fees in connection with User participating in the Off-chain Staking Services. A schedule of these fees for using the Off-chain Staking Services, if any, will be made available on the Website. Fees are subject to change, at Bitvavo Custody’s sole discretion, and User is solely responsible for accessing the fee schedule prior to participating in the Off-chain Staking Services.
9. Fees and Costs
- 9.1 User agrees to pay Bitvavo the trading fee (if applicable) for each completed trade, the deposit fee (if applicable) for each successful deposit and the withdrawal fee (if applicable) for each successful withdrawal, which fees will automatically be paid by withholding the relevant fee.
- 9.2 Prior to using the Services, User must consider the fee rates published on the Website. Bitvavo reserves the right to change the fee rates from time to time by publishing updates on the Website.
- 9.3 The fees as well as the charge procedure can be changed by Bitvavo in its sole discretion from time to time and such changes shall become effective the moment they are posted on the Website.
- 10.1 The Account and the Services are not allowed to be used in relation with criminal activities of any sort, including but not limited to money laundering, terrorist financing, fraud or any other criminal or illegal activity.
- 10.2 Bitvavo reserves the right to block an Account for the duration of an investigation into misuse of the User Agreement, the Account and/or the Services. Bitvavo reserves the right to suspend or cancel any pending Order and/or to freeze the Funds on the Account for the duration of the investigation. If the legitimacy of User and/or any Order cannot be determined, the right to any Funds may be lost.
- 10.3 Bitvavo is authorized to notify the relevant authorities and will, if required by law and regulation, provide data to the relevant authorities. However, Bitvavo will not comply with any unlawful and/or unsubstantiated requests for information or attempts to gather large quantities of undirected information from the relevant authorities.
- 11.1 User acknowledges and agrees that he is responsible for safely storing any password, for choosing complex and difficult to decipher passwords and to ensure inviolability of the Account.
- 11.2 Bitvavo will never ask User to provide authentication data (passwords and/or two factor authentication) other than when logging in to the Account. User must never respond to a request to provide this data, even if the request appears to originate from Bitvavo.
- 11.3 In the event that User knows or should know that his authentication data has been stolen or may be misused, User must contact Bitvavo immediately.
13. Widgets, Mobile Application & Future Services
- 13.1 Bitvavo may provide widgets for Users, which can be used to get access to the Services. The use of these widgets is subject to the User Agreement.
- 13.2 Bitvavo may provide applications, which can be used to get access to the Account and the Services. The use of these applications is subject to the User Agreement.
- 13.3 The User Agreement is applicable to all (future) Services Bitvavo offers to User.
14. Intellectual Property Rights
- 14.1 All intellectual property rights, including, but not limited to, all existing and future rights and claims on, or in relation to, the use of copyrights, trade name rights, trademark rights, domain names, patent rights, design rights or related items will be vested exclusively in Bitvavo.
- 14.2 Bitvavo provides Users with a right of use regarding the Services for the term of the User Agreement, to the extent it is necessary for performance of the User Agreement, provided that User complies with the User Agreement.
15. Change of Services and Termination of the User Agreement
- 15.1 User acknowledges and agrees that Bitvavo may modify part or all of its Services at any moment without prior notice.
- 15.2 User is allowed to terminate the User Agreement and close his Account at any time.
- 15.3 Bitvavo has the right to terminate the User Agreement at any time and for any reason. Bitvavo will, unless otherwise determined in the User Agreement, inform User of the termination of the User Agreement.
- 15.4 Terminating the User Agreement automatically results therein that the Account will be closed and that the Services will no longer be provided unless this is necessary in relation to any rights and obligations prior to the date of termination of the User Agreement.
- 15.5 Terminating the User Agreement and closing an Account will not affect any rights and obligations incurred prior to the date of termination of the User Agreement and Account closure. The User Agreement applies to those obligations.
- 15.6 If a User Agreement is terminated, User may be required to either cancel or complete all open orders. Further, Funds will be returned to the verified bank account and/or to an external wallet of User.
- 15.7 In the event that the costs of closing of the Account exceed the value of the Funds, User will be responsible for reimbursing Bitvavo.
- 16.1 If User has any complaints, feedback or questions, these can be reported via email@example.com.
- 16.2 User is required to provide Bitvavo with his name and email address and any other information which may be needed to identify User. When User fails to respond to such request, User acknowledges and agrees that the complaint will not be further processed.
- 16.3 Both Bitvavo and User shall cooperate to achieve a solution to the satisfaction of both parties.
17. No Offer of Financial Instruments
- 17.1 Bitvavo endeavours all possible measures to make sure that the Services are only offered for Digital Asset which do not qualify as a ‘financial instrument’ or other‘financial product’ on the basis of the applicable laws and regulations.
- 17.2 If there is in view of Bitvavo any risk or if there are any indications that a Digital Asset can be treated as a‘financial instrument’, or if one of the supervisory authorities might consider it as a financial instrument or other financial product Bitvavo reserves the right to prohibit and discontinue any Services related to such Digital Asset at its sole discretion.
- 17.3 Bitvavo follows the best practices to decide whether a Digital Asset is a ‘financial instrument’ or not. However, Bitvavo gives no warranty that any Digital Asset for which Bitvavo offers Services is not a ‘financial instrument’.
18. Limited Liability
- 18.1 Bitvavo does not provide any investment advice in connection with the Services. Bitvavo may provide information on the offered price, range, and volatility of the Digital Asset that are offered via the Website. However, this must not be considered as investment advice but as information or a personal opinion from which no rights can be derived. User is in any event responsible for its Orders.
- 18.2 User acknowledges and agrees that, although Bitvavo intends to provide accurate and timely information on the Site, the content may not always be entirely accurate, complete or current and may also include technical inaccuracies or typographical errors.
- 18.3 User acknowledges and agrees that all Services are provided on an “as is” basis without warranty of any kind. Bitvavo does not guarantee that the Website or the Services will be available 24 hours a day, 7 days a week. Bitvavo will do its utmost best to provide User with the Website and the Services as soon as possible, but there are no guarantees that access will not be interrupted or that there will be no delays, failures, errors, loss or similar of transmitted information. Planned maintenance will be announced timely.
- 18.4 User acknowledges and agrees that information as stored or transferred through the Services may become irretrievably lost or corrupted or temporarily unavailable due to a variety of causes, including but not limited to software failures, protocol changes by third party providers, internet outages, force majeure event or other disasters including third party DDOS attacks, scheduled or unscheduled maintenance, or other causes either within or outside our control. User is solely responsible for backing up and maintaining duplicate copies of any information stored or transferred through the Services
- 18.5 User acknowledges and agrees that Bitvavo will, insofar Bitvavo is liable in connection with a breach of its obligations or for losses otherwise incurred by User, be liable only for direct loss which is reasonably foreseeable and limited as set out in the remainder of this section.
- 18.6 User acknowledges and agrees that Bitvavo shall not be liable for any damages resulting from any activities which are not in line with the User Agreement.
- 18.7 User acknowledges and agrees that Bitvavo is not liable for any damage or interruption caused by any (i) computer viruses, spyware, Trojan horses or other malware that may affect User’s computer or other equipment or (ii) SMS, email services and two factor authentication services which might vulnerable to spoofing and phishing attacks.
- 18.8 User acknowledges and agrees that Bitvavo cannot be liable for any damages resulting from any third-party for which Bitvavo is not responsible.
- 18.9 User acknowledges and agrees that Bitvavo, nor our affiliates or service providers, nor any of our directors, officers, employees or representatives will in no circumstance be liable for any amount which exceeds the amounts received by Bitvavo under the User Agreement in the last 12 months, exclusive VAT (if applicable).
19. Concluding Terms
- 19.1 User is responsible to determine whether, and to what extent, any taxes apply to any transactions conducted through the Services, and to withhold, collect, report and remit the correct amount of taxes to the appropriate tax authorities.
- 19.2 User acknowledges and agrees to receive all communications, notices and disclosures that Bitvavo provides in connection with the Account electronically. Bitvavo will provide this information to User by posting information on the Website, emailing to User at the primary email address listed in the Account, communicating via instant chat and/or through mobile push notification.
- 19.3 User acknowledges and agrees in advance that Bitvavo may at any time transfer, sub-contract or assign any of its rights and obligations under the User Agreement, Appendices and Related Agreements or in relation to the Services to any other third party.
- 19.4 If any article of the User Agreement, Appendices and Related Agreements is deemed to be unlawful, invalid or unenforceable for any reason, such provision shall be deemed to be divisible and shall not affect the legal effect of any other article.
- 19.5 The User Agreement, Appendices and Related Agreements are governed and construed in accordance with the laws of the Netherlands. Any claims or disputes will be settled before the competent court in Amsterdam, the Netherlands, unless legislation or international conventions mandatorily prescribe otherwise.
- 19.6 Bitvavo reserves the right to change, add, or remove parts of the User Agreement, Appendices and Related Agreements at any time and in its sole discretion. User will be notified of any changes and although Bitvavo will endeavour to provide User with advance notice where possible, where lawful Bitvavo may indicate that the revised User Agreement, Appendices and Related Agreements shall be effective immediately and if you do not agree with any such modification, you should close your Bitvavo Account and cease using the Bitvavo Services. It is User`s responsibility to review the amended User Agreement, the Appendices and Related Agreements. If User continues to use the Website and the Services it implies that User accepts and agrees to the amendments.
Appendix 1: Prohibited use of Services
The following appendix applies to all Users and all Services. In the event of a conflict between the User Agreement and Appendix 1 with respect to the prohibited use of Services, the terms of Appendix 1 will control.
1. Prohibited Use
- 1.1 User may not use his Account to engage in the categories of activity as mentioned below. The specific types of use listed below are representative, but not exhaustive. If User is uncertain as to whether or not his use of the Services involves is not in line with Appendix 1, User could send an email to firstname.lastname@example.org.
- 1.2 By opening an Account, User confirms that User will not use his Account and/or any Services to do any of the following:
- Activity which would violate, or assist in violation of, any directive, law, guideline or other regulation related to sanctions programs administered in the countries where Bitvavo conducts business, including but not limited to the EU Sanctions list.
- Activity which would violate, or assist in violation of, any directive, law, guideline or other regulation related to terrorist financing as applicable in the countries where Bitvavo conducts business.
- Activity which would violate, or assist in violation of, any directive, law, guideline or other regulation related to money laundering as applicable in the countries where Bitvavo conducts business.
- Activity which would be related to fraud such as activities which operate to defraud Bitvavo (including Users providing any false, inaccurate, or misleading information to Bitvavo), User and/or other persons.
- Activity which would be related to drugs and drug such as sale of narcotics, controlled substances, and any equipment designed for making or using drugs.
- Activity which would be related to multi-level marketing such as pyramid schemes and network marketing.
- Activity which would be related to unfair, predatory or deceptive practices such as investment opportunities or other services that promise (too) high rewards and sites that Bitvavo determine in its sole discretion to be unfair, deceptive, or predatory towards Users.
- Activity which would be related to illegal gambling such as unregulated lotteries, sports forecasting or odds making and comparable activities.
- Activity which would be related to high-risk businesses such as any businesses that Bitvavo believes to pose elevated financial risk, legal liability, or violates bank policies.
Appendix 2: Verification Procedures and Limits
The following appendix applies to all Users and all Services. In the event of a conflict between the User Agreement and Appendix 2 with respect to verification procedures and limits, the terms of Appendix 2 will control.
1. Procedures and Limits
- 1.1 Bitvavo uses multi-level systems and procedures to collect and verify information about Users in order to protect Users and Bitvavo from fraudulent activities, and to keep appropriate records of Users.
- 1.2 User’s access to one or more Services might include limits - including daily, weekly, monthly, annually and totally (i) exchange limits, (ii) deposit limits for Funds and/or (iii) withdrawal limits for Funds - based on the information provided by User and available information over User.
- 1.3 Bitvavo may require User to provide or verify additional information, or to wait some amount of time after completion of a trade or a transaction, before permitting User to use any Services and/or before permitting User to engage in transactions beyond certain volume limits. User can find indicative limits in his Account and in the Bitvavo FAQ.
- 1.4 User is aware of the fact that the verification process and/or additional verification process can take time and may result in delayed Services which could result in adverse consequences for User. User is aware and accepts these risks and acknowledges and agrees that Bitvavo could not be liable for any delayed Services resulting in adverse consequences for User.
- 1.5 User may submit a request for higher limits. Bitvavo will require User to submit additional documentation to substantiate the higher limits. Bitvavo does not guarantee that limits will be raised.
- 1.6 Bitvavo reserves the right to amend the procedures and limits from time to time without prior notice.
Appendix 3: API User Agreement
The following appendix applies to Users’ access to, or use of, the Bitvavo API, the Bitvavo Software Development Kit and the Bitvavo WebSocket (together, the“API”) and the related documentation (the“API Documentation”), all of which are designed to facilitate Users’ access to, and use of, the Services (the“API User Agreement”). In the event of a conflict between the User Agreement and Appendix 3 with respect to the API and API Documentation, the terms of Appendix 3 will control.
1. Use of the API and API Documentation
- 1.1 User may use the API and the API documentation.
- 1.2 Bitvavo reserves the right to require User to complete (additional) enhanced on-boarding procedures before providing access to the API.
- 1.3 Depending on the country of residence or the country from which User access the API and/or API Documentation, User may not be able to use the API and/or API Documentation or Services. User is responsible for complying with the rules and regulations applicable in his country of residence and/or the country from which User accesses the API and/or API Documentation.
- 1.4 To use the API, one or more API key(s) with corresponding secrets (the“API Credentials”) must be created. User acknowledges that such API Credentials provide access to the Account, and User agrees to be responsible for safely storing the API Credentials. In the event that User knows, or should know, that API Credentials have been stolen or misused, that User must contact Bitvavo immediately.
- 1.5 Bitvavo provides User with a revocable, non-exclusive, non-sub-licensable, non-transferable right of use regarding the API and the API Documentation for the term of the API User Agreement, to the extent that it is necessary for the execution of the API User Agreement, provided that User complies with the User Agreement and the API User Agreement.
2. Restrictions and Responsibilities
- 2.1 User will not use or access the API and API Documentation in any way not expressly permitted under the User Agreement or the API User Agreement.
- 2.2 Without limiting the generality of the foregoing, User will not use the API and API Documentation:
- to collect or store data or content accessed via the API other than for purposes allowed under this API User Agreement;
- for purposes of monitoring the availability, performance or functionality of the Services or for any other competitive purposes;
- in a manner that exceeds reasonable request volume, constitutes excessive or abusive usage, or otherwise impacts the stability of Bitvavo’s servers or impacts the behaviour of other Services using the API;
- in any manner that may threaten the security or functionality of the API or the Services;
- to circumvent the intended features, functionality or limitations of the Services;
- to reproduce, adapt, translate or otherwise attempt or create any source code that is derived from the API;
- to duplicate or compete with the Services as offered by Bitvavo;
- to provide services to user(s) which do not meet the requirements necessary to obtain a verified Account at Bitvavo.
- 2.3 Notwithstanding the foregoing, Bitvavo reserves the right to suspend or revoke, in its sole discretion, User’s access to the API at any time and for any reason.
3. Monitoring Usage of the API and Limitation of API Calls
- 3.1 User acknowledges and agrees that Bitvavo may monitor the use of the API and that User will not block or otherwise interfere with the monitoring process.
- 3.2 Bitvavo may set limits on the number of calls that User can make, in its sole discretion, to the API during any given period and without notice. User agrees to such limitations and will not attempt to circumvent such limitations.
- 3.3 If User exceeds the limits, Bitvavo may moderate User activities, may cease offering access to the API or may immediately suspend or terminate access to the API in its sole discretion and without notice.
4. Data, Privacy and Security
- 4.1 User grants Bitvavo the irrevocable right to collect, store and use any data or information that User loads, transmits to or enters into the API.
- 4.2 User must ensure that all transmitted data only contains data and information in respect of which User has obtained all applicable third-party consents and permissions as required by law.
- 4.3 User acknowledges and agrees to use the data as accessed via the API only for purposes as expressly permitted in this API User Agreement.
- 4.4 User may not use any data about any identifiable individual (as accessed via the API) and will promptly delete any such information.
- 4.5 User must ensure that he complies with all privacy and security laws and regulations in connection with User’s access and the use of the API.
- 4.6 User must make all reasonable efforts to protect the data and information, including any data or information obtained from unauthorized access or use, as accessed via the API.
- 4.7 In the event that User’s system or infrastructure used for storage, processing or hosting personal information is breached or compromised, or if personal information is inadvertently exposed to non-authorized third parties, User shall notify Bitvavo promptly of such a (potential) incident, including the cause, remediation steps and control measures to mitigate such (potential) incident in the (near) future.
5. Ownership and Intellectual Property Rights
- 5.1 All intellectual property rights, title and interest in and to the API, the API Documentation, the data or information and all other materials provided by Bitvavo under this API User Agreement will be vested exclusively in Bitvavo.
- 5.2 Bitvavo provides User with a right of use regarding the API and API Documentation for the term of the API User Agreement, to the extent that it is necessary for execution of the API User Agreement, provided that User complies with the API User Agreement.
6. Changes in the API, API Documentation and/or API User Agreement
- 6.1 Except where prohibited by applicable Law, Bitvavo reserves the right to change, add or remove, in its sole discretion, parts of the API and API Documentation at any time and without notice. User acknowledges and understands that these changes may require User to make substantial changes in order to continue using the API, and that this is User’s own responsibility.
- 6.2 Except where prohibited by applicable Law, Bitvavo reserves the right to change, add or remove, in its sole discretion, parts of the API terms at any time and without notice. If User continues to use the API or API Documentation after any changes, it implies that User accepts and agrees to these changes.
7. Termination of the API User Agreement
- 7.1 User is allowed to terminate the API User Agreement at any time.
- 7.2 Bitvavo reserves the right to terminate or suspend, in its sole discretion, the API User Agreement at any time and for any reason. Bitvavo will inform User of the termination of the API User Agreement.
- 7.3 When the API User Agreement is terminated, User will immediately delete all data as accessed via the API.
8. Limited Liability
- 8.1 Without limiting the limited liability clause as included in the User Agreement, User acknowledges and agrees that Bitvavo does not guarantee:
- that the API and/or API Documentation are suitable for User’s use;
- that the API and/or API Documentation are without defect or error;
- that the activities of User, by using the API, will be uninterrupted;
- that any defects or errors to the API will be corrected;
- any results of the use of the API and API Documentation.
9. Concluding Terms
- 9.1 User acknowledges and agrees to grant Bitvavo, for the duration of this API User Agreement, a fully paid-up, non-exclusive, worldwide, transferable, irrevocable right and licence under all of User’s intellectual property right to (i) use User’s name, likeness or brand for the maintenance, development and promotion of the API, and (ii) use or make available User’s application to maintain, develop and promote the Services.
Appendix 4: Referral Program
The following appendix applies to Users (the“Qualified User”), participating in the program of Bitvavo (the“Referral Program”) in which a commission could be earned if (i) a referred user clicks on the unique electronic (in image or text) link of the Qualified User referring to the Website (the“Referral Link”), (ii) creates a new Account and (iii) starts using the Services. In the event of a conflict between the User Agreement and Appendix 4 with respect to the Referral Program, the terms of Appendix 4 will control.
- 1.1 The purpose of the Referral Program is to attract more Users to the Website by Qualified Users who share their Referral Link to third parties.
- 2.1 The Qualified User will only use text, images or widgets which describe or illustrate the Services or part of the Services as offered by Bitvavo (the “Content”) in relation to the Referral Program in the way prescribed by Bitvavo.
- 2.2 The Qualified User is not allowed to use the name and/or trademark and/or distinctive signs of Bitvavo without prior written approval in any other form than is allowed in relation to this Referral Program.
- 2.3 The Qualified User is not allowed to use the name Bitvavo and/or its trademark and/or distinctive signs of Bitvavo, including but not limited to possible variations of “Bitvavo,” as a keyword for the purpose of any advertising program.
- 2.4 The Qualified User will make clear that the services will be provided by Bitvavo and not by the Qualified User themselves. In addition, the Qualified User will ensure under all conditions that it is clear that the medium used to publish the Referral Link is owned by the Qualified User and not by Bitvavo.
- 2.5 The Qualified User will focus only on potential customers who are established in the European Economic Zone.
- 2.6 The Qualified User will carefully observe all instructions of Bitvavo in relation to the Referral Program.
- 3.1 It is not allowed that the medium (for example a website) which contains a Referral Link:
- has a sexual, pornographic, offensive or violent character;
- discriminates based on, among others, race, sex, ethnicity or creed;
- includes, promotes or offers illegal activities;
- could harm the good name and reputation of Bitvavo;
- could violate copyrights, trademarks and/or any other rights of Bitvavo or any third party;
- includes unlawful content or refers to unlawful content;
- does not have any own created content in the case where the medium is a website.
- 3.2 The Qualified User will ensure that all information as provided by Bitvavo is always correct and updated.
4. Commission and Payment
- 4.1 The commission that the Qualified User will receive is given at https://account.bitvavo.com/settings/affiliates/.
- 4.2 Bitvavo is under all conditions able to increase the commission due to Qualified Users. In addition, Bitvavo can decrease the commission if there are good reasons to, including, but not limited to, where Bitvavo decreases its own fees as charged if a referred user trades on the Bitvavo platform in such proportion that it might otherwise decrease Bitvavo's margin. If Bitvavo does increase or decrease the commission, it will inform Qualified Users prior to any such amendment. In this respect, reference is made to the rights of Qualified Users as described under article 9.2 of these Referral Terms.
- 4.3 Any payment of commission by Bitvavo to the Qualified User includes any taxes (if due) and will, in principle, take place within one month after the referred user made a transaction on the Bitvavo platform. The payment will be made to the Bitvavo account of the Qualified User. Any payment costs (if any) will be due by the Qualified User.
- 4.4 Bitvavo is under all conditions allowed to settle any amount as due by Bitvavo or the Bitvavo Payments Foundation to the Qualified User with any payment due by the Qualified User to Bitvavo or the Bitvavo Payments Foundation.
- 4.5 The calculation of the amount of commission will be made by Bitvavo or an appointed third party. In case of discussion about the amount of commission, the way the commission is determined or any similar discussion, the administration of Bitvavo is always decisive.
5. Liability and Safeguards
- 5.1 The Qualified User is totally responsible and liable for the use, development and maintenance, functioning and content of any medium in which the Referral Link is included. The Qualified User will safeguard Bitvavo for any liability, including, among others, legal expenses, in this respect.
- 5.2 Bitvavo is never liable for any damages or costs of the Qualified User in relation to the Partnership.
- 5.3 The Qualified User will ensure that they fulfill all their duties in respect of the relevant laws and regulations, including but not limited to tax law, general data protection regulation, and laws and regulations applicable to electronic commerce.
- 5.4 In the case where a Qualified User does not fulfill the duties which are required of them under these Referral Terms, the Qualified User will safeguard Bitvavo for all damages, costs and other liabilities of third parties, including, but not limited to, measures and penalties of government institutions or supervisory authorities.
6. Transfer Rights and Duties and Monitoring
- 6.1 Without the prior written approval of Bitvavo, a Qualified User is not allowed to transfer their rights and duties as concluded in this Partnership to a third party.
- 6.2 Bitvavo is allowed to check whether a Qualified User continuously meets the requirements as concluded in these Referral Terms.
- 6.3 The Qualified User will provide Bitvavo with the relevant information to determine whether the Qualified User meets the requirements as concluded in these Referral Terms. If the Qualified User will not or cannot provide this information, or if, based on the provided information, it cannot be verified that the Qualified User acted in line with the Referral Program, Bitvavo is allowed to suspend or stop the Partnership.
- 7.1 If a warning of Bitvavo does not result in fulfillment within a reasonable period of time, the Qualified User could, if they do not meet the provisions as included in articles 2, 3 and 6 of these Referral Terms, incur a direct payable penalty to the amount of €5,000 (five thousand) which could increase by €1,000 (one thousand) for each day that the prohibited conduct continues with a maximum penalty of €10,000 (ten thousand).
- 7.2 Despite what is determined in article 7.1 of these Referral Terms, Bitvavo is under all conditions allowed to recover the total amount of damages.
- 7.3 Bitvavo is allowed to reimburse the already paid commissions if a Qualified User did or does not fulfill their requirements as concluded in these Referral Terms.
8. Termination of the Partnership
- 8.1 The Partnership will be concluded for half a year. If Bitvavo or the Qualified User does not terminate the Partnership, the Partnership will tacitly be renewed for half a year.
- 8.2 The Qualified User can directly and without costs terminate the Partnership by sending an email to email@example.com.
- 8.3 The Partnership terminates automatically if a Qualified User only executes the Partnership by publishing Referral Links and the Qualified User has deleted all their earlier published Referral Links.
- 8.4 The Partnership terminates automatically if the Referral Program is finished by Bitvavo, if Bitvavo terminates its business activities, if Bitvavo has been declared bankrupt or if Bitvavo is changed from ultimate beneficial owner.
- 8.5 Bitvavo is always and under all conditions allowed to terminate the Partnership if there is, in the view of Bitvavo, a legitimate reason for so doing. This includes, among other situations, where (there is a reasonable suspicion that) a Qualified User is violating the relevant laws and regulations in relation to the execution of the Partnership or where the Qualified User is not fulfilling the requirements as concluded in these Referral Terms.
9. Consequences of the Termination
- 9.1 If the Partnership is, for any reason, terminated, the Qualified User should directly delete their Referral Link(s) and should no longer provide any third party with their Referral Links.
- 9.2 Once the Partnership is terminated, Bitvavo will not pay out any more commission except for the commission that was already due before the moment that the Partnership was terminated based on earlier executed transactions by referred users. For completeness’ sake, Bitvavo will not pay any commission due for a transaction that is executed by any referred user after the Partnership is terminated.
- 9.3 In the case that the Partnership is terminated, the Qualified User cannot claim any kind of compensation.