Terms & Conditions
These documents form the Terms & Conditions for using the Solidi platform.
General Terms & Conditions
0. The Important Bits
This section contains the parts of the terms and conditions which result in the greatest misunderstandings. You must read the whole terms and conditions but we would like to draw your attention to the following points.
0.1. You must supply your real name. Accounts created using fake names etc will be closed without warning. (Terms 6.2)
0.2. You must be over 18 to use Solidi. (Terms 6.4)
0.3. You must make payments from an account in your name. (Terms 6.5.3)
0.4. You must not create more than ONE account without seeking prior permission from Solidi Support. (Terms 6.3)
0.5. You must trade only with your own money. (Terms 6.6 and Terms 6.7)
0.6. You understand that CryptoAssets are highly risky investments and are not subject to protection under the Financial Services Compensation Scheme or within scope of the Financial Ombudsman Service (Trading 9.2).
Violation of the above terms will result in your account being suspended pending satisfactory ID verification and AML/KYC checks. In some cases accounts will be closed and details passed to the relevant authorities under the UK MLR2019 (si2019-1511) regulations.
1. About these Terms & Conditions
1.1. Solidi (the “website”) is an online service/platform owned and operated by Solidi Ltd.
1.2. The Platform enables Users to buy and sell Bitcoins and other crypto currencies.
1.3. These terms apply to use of any part for the Solidi Platform.
1.4. These terms should be read in conjunction with the following additional Terms / Policies as both will apply.
1.4.1. Privacy Policy
1.4.2. Trading Terms and Conditions
1.4.3. AML Policy
1.5. By using the Platform you are confirming that you are:
1.5.1. able to understand these terms and conditions.
1.5.2. accept these terms and conditions.
1.5.3. agree to abide by these terms and conditions.
1.5.4. are over the age of 18 (or older depending on the Age of Majority in your country)
1.6. We may make alterations to these term and conditions from time to time. We may notify you of key changes to these terms and conditions.
2. Definitions
2.1. In these Terms and Conditions the following Definitions are taken as:
“account” – means an account of a User which is created when the user registers with the platform.
“asset” means any item traded on the website. This would normally be a crypto currency, but is not limited to this.
“AML” means Anti Money Laundering. It is the process of detecting assets (including money) generated from the proceeds of criminal activity.
“Counterparty” means the User who take the opposite side to You in an executed Trade.
“Customer”, “your”, “you” means a User of the Platform (either registered or unregistered)
"CryptoAssets", “Crypto Currency”, “Digital Currency” means units of monetary value which are unique and unforgeable including (but not limited to) currencies such Bitcoin, Litecoin, Dogecoin.
"MLR's" means the UK Money Laundering Regulations 2017 (as ammended) including updates 2019, 2020, 2022, 2023 and all subsequent updates.
“off-exchange”, means that a currency is not held on Solidi systems. If any one currency of a currency pair is 'off-exchange' then generally settlement will be delayed until the currency has been paid to the seller.
“on-exchange”, means that a currency is held on Solidi systems. If both currencies of a currency pair are 'on-exchange' then generally settlement will be instant and automatic.
“Order” means an electronic order made by a User who wishes to trade an asset.
“Platform”, “Online Service” means the website (“solidi.co” and all subdomains), API, trading platform, mobile applications owned and operated by Solidi Ltd.
“settlement” means the exchange of an asset or money between two users to settle a debt resulting from a trade.
“Solidi”, “Solidi FX”, “we”, “us”, “our” are references to the trading name “Solidi” of Solidi Ltd a limited company incorporated in England & Wales (reg no 09411526) with registered address at 27 Old Gloucester Street, London, WC1N 3AX.
“trade” means an agreement between two users to exchange a quantity of an asset at a fixed price.
"Travel Rule" means the FATF Rule 16 as transposed into UK law under the MLR's Part 7A. This requires Solidi to confirm the originator and beneficary details (names) when sending or receiving cryptoassets from VASP's which are in a jurisdiction which implements the Travel Rule.
“user” means an individual or corporate entity who uses the platform and is bound by these Terms and Conditions.
“user content” means content generated by users of the Platform including (but not limited to) orders, prices, comments, settlements and any other information generated by a User or their interaction with the site.
"VASP" means Virtual Asset Service Provider and is a virtual asset / crypto exchange.
3. About “Solidi Ltd”
3.1. Solidi is the trading name of Solidi Ltd a limited company incorporated in England & Wales (reg no 09411526) with registered address at 27 Old Gloucester Street, London, WC1N 3AX
3.2. Solidi Ltd is registered with the Information Commisioners Office with registration number ZA142009.
3.3. Solidi Ltd is registered under the Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017 as a cryptoasset business, registration number 928852. Our full registration details can be found at https://register.fca.org.uk/s/firm?id=0014G00002WMo9MQAT.
3.3. Solidi Ltd operate the Platform which matches Users buy and sell Orders, generating Trades and Settlements.
4. Rights of Use
4.1. You have the right to use the Platform solely for the purpose of trading Crypto Currencies in accordance with our Trading Terms.
5. Intellectual Property
5.1. Unless otherwise stated, all copyright, design rights, trademarks, patent rights, database schema, database content, source code, compiled code and any other intellectual property belong to and vest in us or are licensed to us.
5.2. All third party trade names, trade marks, design rights are the property of their respective owners and no warranty or representation is made or implied in relation to them.
6. Restrictions and Obligations
6.1. You will not:
6.1.1. hack, crack, copy, modify, reverse engineer or create derivative works of this Platform or any part of it;
6.1.2. gain unauthorised access to any part of this Platform;
6.1.3. disclose your login credentials to any third party;
6.1.4. use identical login credentials as used on other platforms;
6.1.5. remove copyright, trademark or any other notices from this Platform;
6.1.6. create software which replicates the data or functionality in this Platform;
6.1.7. make any part of this website available to a third party;
6.1.8. use the Platform for any illegal or immoral purpose;
6.1.9. use the Platform in such a way as to adversely affect the Platform or the users of the platform including, but not limited to, spamming, marketing, excessive use and denial of service attacks.
6.1.10. attempt to do any of the above
6.2. You agree to supply your REAL NAME. You are not permitted to use aliases, fake names, aka's etc.
6.3. You agree to maintain only ONE account on Solidi unless otherwise agreed with Solidi Support in writing.
6.4. You are the older of:
6.4.1. 18 years of age or
6.4.2. Age of Majority your country of residence.
6.5. You will make payments in line with the following:
6.5.1. You will use the UK Faster Payments System.
6.5.2. You will use a UK bank account.
6.5.3. You will use a bank account in your name.
6.5.4. You will only use a single account to make payment unless you contact support with the details of any additional accounts.
6.6. You will not make payments on behalf of anyone else.
6.7. You will only trade with your own money. You agree there is no beneficial owner.
7. Identification and Verification, Customer Due Diligence, Know Your Customer and Source of Funds
7.1. Solidi is registered with the UK Financial Conduct Authority under the Money Laundering Reguations 2017 (as ammended) (MLR's)
7.2. You agree to provide suitable Indentification documents as and when requested inline with our tiered limits and fraud protection systems.
7.3. You ageee when requested to take part in our Identity Verification process including providing a suitable Indentity Verification video.
7.6. You agree when rquested to provide Solidi with evidence of the source of your funds (crypto / fiat) and/or the source of your wealth.
7.5. You acknowledge that even if your trading volumes / values etc have not changed, Solidi may still occasionally need to request further documentation and you agree to facilitate the provision of such without delay.
7.6. Specifically you acknowledge that access to Solidi at Tier 1 is only for a limited period and while an account remains in impecable standing. Where the operation of an account falls below this high bar, Solidi will require immediate Identity Verification and funds may be withheld until this process is complete.
8. Liability and Disclaimer
8.1. We provide and maintain the Platform on an "as is" and "as available" basis without any warranty or condition, whether express, implied or statutory.
8.2. We assume no liability or responsibility for any errors or omissions, delays, or failures in the Platform.
8.3. We do not verify or review any third party content (“User Content”) made available through the Platform.
8.4. Views expressed in User Content are those of the user and not those of Solidi Ltd.
9. Termination
9.1. Without limiting any other rights we may have, we may immediately cancel or suspend access to the Platform at any time without prior notice.
9.2. We may cancel or suspend your access to the Platform should we in our opinion believe you have breached any of these terms and conditions.
9.3. We will endeavour to cancel all outstanding orders promptly, but we will hold no liability whatsoever for the final position.
9.4. Upon account termination we will transfer all held funds to a single address / account (per currency) of your choosing except where clause 5 applies.
9.5. Where account closure is due to transaction/payment/identification issues or suspected money laundering issues we may:
9.5.1. Restrict the return of funds to a single funding account and currency used previously to fund the Solidi account.
9.5.2. Liquidate positions in other currencies for return to the nominated funding account.
9.5.3. Where a funding account is no longer available (e.g. closed) then there will be a £15 charge to verify a new account.
9.6. Where the remaining balance in each currency is less than the transfer out cost (i.e. network fees and/or withdraw fees) then you agree that the funds can be donated to Solidi's chosen charity.
10. Complaints
10.1. If you feel we have not met your expectations in any way, please let us know so that we can tackle the problem as quickly as possible. We have a three-step procedure to resolve your concerns.
10.1.1. Tell us about your complaint and how you feel it should be resolved by contacting us using any of the methods on the Contact Us page (http://www.solidi.co/contactus). We will endevour to resolve your complaint by the end of the third working day after you contact us. If we cannot do this then we will write or email you within five working days to tell you what we have done to resolve the problem or to acknowledge your complaint and let you know when to expect our full response.
10.1.2. Follow up with us and if needs be ask for the matter to be referred to a senior member of staff.
10.1.3. If you disagree with the decision we make then you may be able to refer your complaint to the Financial Ombudsman Service free of charge.
11. Governing Law and Dispute Resolution
11.1. These Terms & Conditions and the Solidi Platform are governed by the laws of England and Wales. All parties irrevocably agree that any dispute shall be settled under the exclusive jurisdiction of the English Courts and submitted to an English Court in Cambridge.
11.2. If any court or competent authority decides that any term of these Terms and Conditions is held to be invalid, unlawful or unenforceable to any extent, such term shall, to that extent only, be removed from the remaining terms, which shall continue to be valid to the fullest extent permitted by law.
11.3. Failure to enforce any part of these Terms and Conditions share not constitute a waiver of that or any other condition which may be enforce at any future juncture to it’s fullest extent.
v1.15 20 Oct 2025
Privacy Policy
1. Introduction 1.1. “Solidi” is the trading name of the crypto currency buying and selling service, provided at www.solidi.co and subdomains (hereafter referred to as the “Platform”) provided by Solidi Ltd (referred to as “we”, “us”). 1.2. We are committed to protecting your privacy when you use our Platform or communicate with us. This document describes how and when we collect, use and disclose your information. 1.3. This document should be read in conjunction with our Terms of Service. Definitions in the Terms of Service apply equally to this document. They are separated to create clarity. 1.4. For the purposes of the Data Protection Act 1998 (the Act), the Data Controller is Solidi Ltd of 27 Old Gloucester Street, London, WC1N 3AX. Our registration number is ZA142009 2. Personal information collected about Users 2.1. Basic Information: When registering as a User we will collect some of the following information: name, email, address, postcode, phone number, bank account details, crypto currency wallet details. 2.2. AML Information: Depending on your usage level and patterns we may also request you provide information so that we can meet our AML / KYC obligations. These details may include (but are not limited to) a proof of address and a proof of identity such as your passport and a utility bill. 2.3. Trading Information: When you create an Order, execute a Trade or perform a Settlement we will store appropriate details to perform this function including but not limited to date, time, IP address, quantity, price, counterparty, order type, execution type. 2.4. Security Information: For your protection, the security of the Platform and to improve the Platform we may collect IP addresses, information about your browser and host device through which you access the Platform, browsing habits, click locations. 2.5. Optional / Research Information: We may from time to time ask for your opinion via methods including but not limited to surveys, feedback forms. 3. Use of personal information 3.1. We use personal information for the following purposes: 3.1.1. to operate the Platform and grant You access to the Platform 3.1.2. to verify your Identity as required by AML legislation 3.1.3. to comply with relevant regulatory obligations 3.1.4. to detect fraud and other malicious activity 3.1.5. to test the platform based on the same or similar setup and usage habits of our Users. 3.1.6. to send out Newsletters, Surveys and other relevant targeted promotional material. 3.1.7. to publish anonymised trade information about the Platform including Trade flow. 3.1.8. to provide prices of the most recently executed trades. 3.2. Our Lawful Processing Condition(s) under General Data Protection Regulations (Article 6, Section 1) are: 3.2.1. Consent - the data subject has given consent to the processing of his or her personal data for one or more specific purposes 3.2.2. Performance of Contract - processing is necessary for the performance of a contract to which the data subject is party or in order to take steps at the request of the data subject prior to entering into a contract 3.2.3. Compliance with Legal Obligation - processing is necessary for compliance with a legal obligation to which the data controller is subject 4. When might we disclose personal information? 4.1. Except when required by any applicable law or governmental, judicial or regulatory body we will not disclose your personal information to any third party, with the following exceptions: 4.1.1. To enable a Counterparty to Settle a Trade we will disclose Your payment information. You expressly allow this disclosure as part of the Privacy Policy and our Trade Terms and Conditions 4.1.2. To enable Solidi Ltd to instruct an appropriate third party to perform AML / KYC checks, including Identity Checks, we may disclose your Basic and AML Information. 4.1.3. To comply with Section 7A of the Money Laundering Regulations 2017 (as ammended), when sending(withdrawing) cryptoassets we are legally required to supply your name and unique public Solidi account number to the beneficary VASP located in a jurisdiction inscope for the Travel Rule. 4.1.4. To comply with Section 7A of the Money Laundering Regulations 2017 (as ammended), when receiving(depositing) cryptoassets we are legally required to confirm with the originator VASP (who you supplied your Solidi deposit address to) that the name they supply to us either matches your name or otherwise. We will not allow the originator to take multiple attempts at this. 4.1.5. To enable the prevention of fraud. In cases where fraud is suspected (such as when an account is in violation of our General Terms and Conditions and/or Trading Terms and Conditions) we may exchange information with third parties. 4.1.6. To enable sending of email / bulk information we may disclose your details to a third party. 4.1.7. To enable the operation of our helpdesk and ticketing system we may disclose your information to a third party. 5. Service Announcements, Newsletters and other communications 5.1. From time to time we may send out service announcements, newsletters and other communications. 5.2. It is a condition of using the platform that you receive and read Service Announcements. 5.3. Newsletters and Other Communications are optional, opt-in and can be unsubscribed from at any time. 6. Cookies 6.1. To operate the Platform we use Cookies for authenticating users, session tracking and maintaining information about the use of the platform. 6.2. The Platform is designed to work with Cookies enabled and may not work correctly with Cookies disabled. 7. Storage of Personal Information 7.1. All data is stored securely on our servers and encrypted before transmission. 7.2. Where appropriate, data is securely encrypted online and only decrypted offline e.g. AML Information 7.3. We only store data on servers which we require to make the platform function. e.g. AML Documentation is not stored online. 7.4. We may from time to time need to move your data onto systems outwith the EEA. When we do so, we will anonymise your data where appropriate. 8. Retention 8.1. We will only store your data as long as it is needed to perform our duties under the following legislation: 8.1.1. UK Money Laundering, Terrorist Financing and Transfer of Funds Regulations 2017 (as ammended) (https://www.legislation.gov.uk/uksi/2017/692/data.xht?view=snippet&wrap=true) 8.1.2. Money Laundering Regulations 2007 (SI 2007 No. 2157) (http://www.legislation.gov.uk/uksi/2007/2157/pdfs/uksi_20072157_en.pdf) 8.2. Specifically we are required to store your information for five years beginning from: 8.2.1. the date a business relationship ends 8.2.2. the date a transaction is completed 9. Your rights & Access to your Information 9.1. Your personal data is protected in the UK by the Data Protection Act 2018 (the UK's implementation of the General Data Protection Regulation (GDPR)). This provides amongst other things that the data we hold about you should be processed lawfully and fairly. It should be accurate, relevant and not excessive. The information should, where necessary, be kept up to date and not retained for longer than is necessary. It should be kept securely to prevent unauthorised access by other people. You have the right to see what is held about you and correct any inaccuracies. 9.2. The Data Protection Act 2018 gives you the right to access information held about you. In accordance with the Act you may request access to your data at any time. An initial access request will be processed with no charge. Repeated or regular requests may be subject to a reasonable administration fee. Please email [email protected] where we will be pleased to send you a Crypto Currency wallet address or Bank Details to make payment. 10. Changes to our Privacy Policy 10.1. From time to time we may make updates to this Privacy Policy. When this happens we will update this page and email your about the update. 11. Contact 11.1. If you have any questions, please do not hesitate to contact us at [email protected] v1.08 20 Oct 2025
Trading Terms & Conditions
1. Introduction 1.1. “Solidi” is the trading name of a crypto currency trade matching service, provided at https://www.solidi.co and subdomains (hereafter referred to as the “Platform”) provided by Solidi Ltd (referred to as “we”, “us”). 1.2. We are committed to providing the best Crypto Currency Trading Platform. This document describes how our Trading Platform works, how we handle payments and the rules which apply to using the Trading Platform. 1.3. This document should be read in conjunction with our Terms of Service. Definitions in the Terms of Service apply equally to this document. They are separated to create clarity. 2. High Level Overview 2.1. “Solidi” is a Crypto Currency trading platform. It matches Orders made by Users of the Platform who wish to either Buy(Bid) or Sell(Ask) a Crypto Currency pair or other Asset. 2.2. “Solidi” provides a number of methods to send/receive payment for the Orders made on the platform as described in the 'Settlements' section 2.3. For payment methods other than "Balance", it is the responsibility of the users arrange for Settlement (payment) of the trade to take place in a mutually agreed manner (usually FPS or Credit Card). 2.4. “Solidi Ltd” is the counterparty in all trades. 3. Escrow (Discontinued) 4. Orders 4.1. Orders are 4.1.1. a User's intention to buy or sell a specific quantity of Crypto Currency. 4.1.2. legally binding once received by the Platform. 4.1.3. remain live on the Platform until filled or cancelled. 4.1.4. executed in real-time. 4.2. Order Payment Methods are the methods by which a customer settles a financial obligation arising from an order. The following methods are available depending on the customer account (ID verified, Address verified etc.): 4.2.1. "Solidi" - The customer is buying from Solidi. The customer sends payment to Solidi's bank account. 4.2.2. "Credit Card" - The customer is buying from Solidi. The customer makes payment via their credit or debit card. 4.2.3. "Open Banking" - The customer is buying from Solidi. The customer makes payment directly from their banking app. 4.2.4. "Balance" - The customer is buying from Solidi. The payment is completed by a balance the customer holds with Solidi. 4.2. Orders are submitted to the Platform where they will be matched with opposing Orders of the same price. 4.3. Orders remain on the Orderbook until they are matched against an opposing Order or until their User cancels them. 4.4. A User can cancel an Order, but they are still legally liable for any Trades created from that order until they receive a cancelled confirmation. 4.5. Users acknowledge that as a real-time platform, the status of a live Order displayed to the User is it’s status at the time the Platform generated the response (e.g. webpage) and may not be its current status (e.g. when attempting to cancel). 4.6. Users acknowledge that even if an Order appears to be unmatched / unfilled when they cancel it, in the time (typically milliseconds) it takes a cancel instruction to reach the Platform the Order may have matched / filed against an opposing Order, resulting in Trade Executions for which they will be legally liable. 5. Trades 5.1. Trades: 5.1.1. Are generated as a result of two opposing Orders matching. They deplete the remaining quantity on their respective parent orders. 5.1.2. Are not necessarily of the same quantity as the orders but will be for the same unit price / rate. 5.1.3. Are a legally binding contract between two Users to exchange a specific quantity of Crypto or Fiat Currency for a specific quantity of Crypto or Fiat Currency. 5.1.4. Cannot be cancelled. 5.1.5. Must be Settled (paid for) promptly, usually automatically (via balance) or generally within 2 hours (via FPS, credit card etc). 5.2. Users may get multiple trades per order although the platform is designed in such a way that only Advanced Traders and Market Makers should have to deal with this. 6. Settlements 6.1. Settlements are: 6.1.1. The process of indicating & tracking that a User has an obligation to make a payment towards a trade or group of trades. 6.1.2. Created for each trade or group of trades to show the current status of the payment for the trade(s). 6.1.3. Initially in an UNPAID state and will progress SENT, RECEIVED, COMPLETE. 6.1.4. Processed automatically by Solidi where possible (e.g. when a currency is on-exchange) 6.2. Settlement Methods are: 6.2.1. Financial instruments external to Solidi used to pay/receive payment for orders and deposit / withdraw funds from Solidi. The specific Settlement Method used is selected by the Customer/User when creating an order. 6.2.2. Settlement Methods can include: 6.2.2.1. UK Faster Payments (including payments initiated via Open banking) 6.2.2.2. Credit/Debit Card 6.2.2.3. Crypto currency 6.3. When a User sends a Payment for an Order/Trade/Settlement they mark it as Paid. This updates the Settlements status to SENT. 6.4. When a Counterparty User (or Solidi) receives a Payment for an Order/Trade/Settlement they mark it as Received. This updates the Settlements status to RECEIVED. 6.5. Any Escrowed Payments are settled last, automatically, by the Solidi Platform when all non-escrowed payments have been marked as Received. 6.6. Users must adhere to the time constraints imposed during settlement to ensure the smooth and efficient operation of the platform. 7. Incoming Payments (FIAT) 7.0. An incoming payment is a payment sent from a customer to Solidi to either: 7.0.1. pay for a pending Order. 7.0.2. make a prepayment (see Pre-Purchae Funds section) 7.1. A payment for an order is defined as 'on time' when it arrives in the correct bank account / processed by the credit card processor within 30 minutes from the point of order (or the customer clicks on 'I have Paid'). For a payment to be considered 'on time' it must arrive for the correct amount, with the correct reference and the correct sender name so that it will be recognised automatically by Solidi and processed 'on time'. 7.2. A payment for an order which is not 'on time' is considered as 'late'. 7.3. Late payments can be cause by, but not limited to: 7.3.1. Incorrect Reference 7.3.2. Incorrect Amount 7.3.3. Incorrect Sender Name 7.3.4. Sent as multiple payments 7.3.5. Arrived outside the max 30minutes payment window 7.3.6. Delayed by any intermediary including but not limited to: 7.3.6.1. The senders bank 7.3.6.2. An intermediary bank / telecoms / infrastructure provider 7.3.6.3. The receipient bank 7.4. Late payments for orders may not be accepted as payment towards a pending Order. 7.5. Payments not used towards the payment of an order will be credited as Pre-purchase funds (see below). 7.6. Multiple late payments may result in a standard fee (see FEES .6) being charged or the account being temporarily suspended or closed. 7.7. Refunded payments will be charge the bank charges applicable to the counterparty (not exceeding FEES .6) if they can be sent by Faster Payments. Any other method will may incur a standard fee (see FEES .6) plus the cost of sending the payment - e.g. if the payment is from an international bank account then the charge would be the Standard Fee plus the cost of the International Payment. 8. Outgoing Payments (FIAT) 8.0. An outgoing payment is a payment sent from Solidi to a customer. 8.1. Customers can choose whether to have the payment sent instantly or within 8 hours. This is the time period for the payment to be sent and does not guarantee the time within which a payment will be received although normally this will be instantly. 8.2. Solidi agrees to send payments on a 'best endeavour' basis and will not be in breach of contract should they exceed the stated time period. 8.3. For the avoidance of doubt, with outgoing payments (tied to a trade) the fluctuation of the price of the underlying asset has no bearing on the sell contract regardless of the period between trade execution and settlement sending or receipt. 8.4. Late Payment rules do not apply to Outgoing Payments as Solidi always complete outgoing payments. 8.5. Customers must ensure their payment details are correct - the sending party is not liable for mistakes made with payment details supplied by the customer. 8.6. Confirmation of Payee is not required to be used by Solidi. 8.7. Where Confirmation of Payee is available, Solidi will still send a payment, even with a negative result via Confirmation of Payee. It is entirely the responsibility of the customer to make sure their payment details are correct. 9. Pre-Purchase Funds 9.0. Tier 2 (and higher) verified accounts are able to send Fiat funds to Solidi for the pre-purchase of Crypto. 9.1. For simplicity, Solidi uses a single reference for sending funds to Solidi. When received, we will credit funds in the following maner: 9.1.1. Pay for any open orders (generally oldest order first). 9.1.2. Added to a pre-purchase balance. 9.2. Funds sent to Solidi are held with either: 9.2.1. Enumis Limited (reg 7441513), an Electronic Money Institution, regulated by the Financial Conduct Authority (FRN 900028). 9.2.2. SettleGo Solutions Limited (reg 09570221), trading as OpenPayd, an Electronic Money Institution, regulated by the Financial Conduct Authority (FRN 900483). 9.3. Customers acknowledge that these funds are not eMoney as defined by the Electronic Money Regulations 2011 and are not subject to the protection of the Financial Services Compensation Scheme (FSCS) or within scope of the jurisdiction of the Financial Ombudsman Service. 9.4. All funds held with OpenPayd/Enumis are held in segregated accounts that are available only for the purposes of holding Solidi's funds. This should ensure that if OpenPayd/Enumis ever become insolvent, Solidi's funds, including your GBP prepayment balance should be returned to us, on your behalf, in full (less any administrative costs applied by the insolvency practitioner), but it may take longer than funds covered under the FSCS. 9.5. Customer prepayment funds held with OpenPayd/Enumis are held in a segregated account (separate from Solidi funds) that is available only for the purposes of holding customer prepayments. This should ensure that if Solidi ever become insolvent your GBP prepayment balance should be returned to you in full (less any administrative costs applied by the insolvency practitioner), but it may take longer than funds covered under the FSCS. 9.6. All prepurchase funds must come from a bank account in your name. 9.7. Funds from bank accounts not in your name will be returned to the sender and a standard fee (see FEES .6) may be applied to your account. 9.8. Pre-Purchase funds with Solidi earn no interest. 9.9. Withdrawals must be to a bank account in your name. 9.9.1. We will generally only send funds to an account you have sent from. 9.9.2. To send funds to a new account (which you have not previously sent from) we will require to verify the account owner. We will attempt to do this via Confirmation of Payee if available. 9.9.3. In the absence of a successful Confirmation of Payee verification, we will request to see proof of account ownership usually via one of the following: 9.9.3.1. Send funds from the account. 9.9.3.2. Photograph of the bank card (including name, sortcode and account number) 9.9.3.3. Photograph of the full bank statement (including name, sortcode and account number) dated in the last 3 months. 9.10. Solidi may charge fees for deposits and withdrawals. Any fees charged will be clearly displayed at the point of depositing / withdrawing. 9.11. Frequent Deposits / Withdrawals 9.11.1. Frequent deposits are defined as deposits which are being made frequently and possibly also in conjunction with withdrawals with little / no 'buying' or 'selling' activity, possibly in the absence of Solidi charging for Deposit/Withdrawals. 9.11.2. If in our opinion your deposits / withdrawals are of a level which we find unsustainable we may start applying a charge equivalent to our banking fees & administrative time to your account to cover the costs of the deposits / withdrawals. 9.12. Spam Deposits / Withdrawals 9.12.1. Spam deposits / withdrawals are defined as deposits which in the opinion of Solidi have no useful purpose and were only conducted to increase the costs of Solidi. 9.12.2. Examples of spam deposits / withdrawals include but are in no way limited to: 9.12.2.1. Multiple small deposits made in a short period. 9.12.2.2. Deposits made from multiple accounts not in your name / missing a reference. 9.12.3. When Solidi detect spam deposits we may at our sole discretion raise a complaint with the sending bank. 9.12.3.1. In such circumstances the full cost of the banking fees associated with the deposits would be charged to the customer. 9.12.3.2. If the cost of the banking charges exceeds the customers balance then we will issue an invoice for the shortfall. 9.12.3.3. In all instances a charge set out in the FEES section will be levied to the account. 10. Crypto Deposits & Cold Storage 10.1. Deposits are amounts of crypto currency held by Solidi on behalf of its users. 10.2. All deposits are converted to a balance on receipt and held in our database as liability on Solidi Ltd for the same amount of deposited currency. 10.3. Deposits are held in cold storage for customer's security. 10.4. Solidi will process most withdrawals from the company owned hot wallet without requiring a specific withdrawal from cold storage. 10.5. Frequent Deposits 10.5.1. Frequent deposits are defined as deposits which are being made frequently and possibly also in conjunction with withdrawals with no 'buying' or 'selling' activity. 10.5.2. Deposits in Crypto Currency come with a cost which is normally covered by Solidi, but if in our opinion your deposits are of a level which we find unsustainable we may start applying a charge equivalent to the network fee to your account to cover the costs of the deposits. 10.6. Spam Deposits 10.6.1. Spam deposits are defined as deposits which in the opinion of Solidi have no useful purpose and were only conducted to increase the costs of Solidi. 10.6.2. Examples of spam deposits include but are in no way limited to: 10.6.2.1. Multiple small deposits made in a short period. 10.6.2.2. Transactions where multiple outputs are used to create multiple deposits to Solidi for no apparent reason. 10.6.3. When Solidi detect spam deposits we may at our sole discretion sweep the multiple small deposits into a single output using a standard priority transaction. 10.6.3.1. In such circumstances the cost of the transaction would be charged to the customer. 10.6.3.2. If the cost of such a transaction exceeds the deposited funds then the deposited funds would be forfeited. 10.6.3.3. In all instances a charge set out in the FEES section will be levied to the account. 10.7. Deposits must be performed in compliance with Part 7A of the UK MLR's (see separate section of terms below) 11. Crypto Withdrawals & Cold Storage 11.1. Withdrawals are amounts of crypto currency send by Solidi on the instruction of its customer. 11.2. Withdrawals are sent on a best endeavour basis in the time specified. This specified time is the time period for the withdrawal to be sent / broadcasted to the crypto network and does not guarantee the time within which the funds will be confirmed by the network or received by the recipient. 11.3. From time to time it may not be possible to send withdrawals within the timeframe specified. In such circumstances Solidi will hold no liability for any delay or loss incurred. 11.4. Examples of when withdrawals may be delayed includes, but are not limited to: 11.4.1. Security checks & compliance with money laundering regulations. 11.4.2. Hot wallet being restocked. 11.4.3. Incorrect address being supplied. 11.5. Solidi will process most withdrawals from the company owned hot wallet without requiring a specific withdrawal from cold storage. 11.6. Occasionally Solidi may have to withdraw funds from cold storage to process a withdrawal. This is done on a 'best endeavours' basis and places no guarantee on the withdrawal period. 11.7. Specifically the customer agrees that if they partake in an ICO/STO/IEO or some other form of investment (time sensitive or otherwise), Solidi will hold no responsibility for the timely delivery of funds to the recipient and that should they require delivery in a specific timeframe they must withdraw to their own wallet first. 11.8. Frequent Withdrawals 11.8.1. Frequent Withdrawals are defined as withdrawals which are being made frequently and possibly also in conjunction with deposits with no 'buying' or 'selling' activity. 11.8.2. Withdrawals in Crypto Currency come with a cost which can be covered by Solidi with our Free Withdrawal service, but if in our opinion your withdrawals are of a level which we find unsustainable we may start applying a charge equivalent to the network fee to your account to cover the costs of the withdrawals, even if you opt to use the Free Withdrawal service. 11.9. Spam Withdrawals 11.9.1. Spam Withdrawals are defined as withdrawals which in the opinions of Solidi have no useful purpose and were only conducted to increase the costs of Solidi. 11.9.2. Examples of spam withdrawals include but are in no way limited to: 11.9.2.1. Multiple small withdrawals made in a short period. 11.9.2.2. Withdrawals made to your own Solidi address. 11.9.2.3. Multiple withdrawals to the same address in a short period. 11.9.3. When Solidi detect spam withdrawals we may at our sole discretion refuse to process the withdrawals. 11.9.3.1. In such circumstances your account would be locked from withdrawal pending investigation. 11.9.3.2. Following completion of the investigation we may do one of the below. This is not an ordered list and account closer may be the outcome of a first investigation and no prior warnings. 11.9.3.2.1. Nothing, simply re-enable the account. 11.9.3.2.2. Issue a polite reminder regarding these terms. 11.9.3.2.3. Issue a final warning. 11.9.3.2.4. Close the account in question. 11.9.3.3. A charge set out in the FEES section may be levied to the account. 11.10. Withdraws must be performed in compliance with Part 7A of the UK MLR's (see separate section of terms below) 11.11. Customers can request withdraws are cancelled, however the cancellation is performed on a best endevour basis and Solidi cannot be held liable for withdraws performed, even if a cancellation has been requested. 12. Compliance with Part 7A of UK MLR's (aka Travel Rule compliance) 12.1. To comply with the UK MLR's and to protect you from fraud, we are required to collect details of the Originator / Beneficiary when we receive/send a deposit/withdraw to/from your wallet. These details include: 12.1.1. Full name of Originator/Beneficary 12.1.2. Where the originator/beneficary is a business then the address of the originator/beneficary's registered office, or, if different, or if there is none, its principal place of business 12.1.3. Details of the originator/beneficiary VASP (crypto exchange / wallet) and their jurisdiction or if the wallet is unhosted then sufficient proof (e.g. a screenshot) 12.2. We will verify these details with the originating / beneficary VASP prior to releaseing an incoming deposit or sending a withdraw. This may result in a delay while these details are verified if this cannot be performed automatically. 12.3. Without the details requested in (.1) above, we will not be able to process the deposit/withdraw to/from your account and in the case of a deposit we would need to return this to the originator. 12.4. Repeatedly supplying incorrect details (before releasing a deposit or sending a withdraw) may incur a support charge as outlined in the Fees section. 12.5. If the supplied details are later found to be incorrect (after releasing a deposit or sending a withdraw) this may result in your account being closed. 13. Fees 13.1. Buying and Selling crypto currency has no additional fee over the base price quoted on the website and any relevant bank fees. 13.2. Depositing Crypto Currency to Solidi may require the payment of a fee broadly calculated equivalent to the network fees payable when sending the crypto currency that was deposited as the time of the deposit. This is usually the cost of spending the UTXO (in Bitcoin, other currencies vary) generated by the deposit. 13.3. Withdrawing Crypto Currency from Solidi may require the payment of a fee broadly equivalent to the cost of the destination address used in the transaction plus the cost of the change address split by the total number of destination addresses in the transaction (this varies for each crypto currency). 13.4. Solidi may calculate fees outlined in points .2 and .3 above based on the average of the previous day / weeks fees, rounded to an appropriate number of decimal places for presentation (e.g. 0.001 rather than 0.00112919) to enable fees to be displayed to the user before a deposit or withdrawal takes place. 13.5. Solidi may from time to time offer fee free periods. Doing so does not invalidate our fee structure which may be re-introduced without notice. 13.6. Solidi may at its discretion charge a fee for the involvement of our support team to correct problems with orders. Such a fee will be levied at £30 per incident and is intended to discourage careless mistakes in orders to enable our support team to concentrate their time on productive tasks and is not intended as a profit making endeavour. 13.7. Optional Services - Solidi provides some optional services which are chargable. These services are completely optional and customers should not need to use them. A non exhaustive list is included below including current pricing: 13.7.1. Fixing Incorrect Reference - Manually process a payment sent with incorrect/missing reference. £5 13.7.2. Process payment sent with wrong beneficiary account name - Liaise with bank/VASP to have payment processed £10 (or if returned then £15). 13.7.3. Process FIAT payment sent from third party - Correctly process payment sent from an account which is not in customers name - e.g. a friends account, parents account etc. - £15 13.7.4. Process FPS Chargeback - Liaise with banks to handle FPS chargeback. £100 per chargeback received 13.7.5. Amalgamate Duplicate Solidi Account - Close and transfer balances of duplicate account into a single Solidi account. £ 15 per duplicate acount 13.7.6. Return FIAT/Crypto payment - Return an incorrect payment to the origin account. £ 15 (+ any crypto network fees) 13.7.7. Return closed account balance - No charge to return to funding FIAT account 13.7.8. Return closed account balance (different account to funding account) - Return balance of closed Solidi account to a different account (in customers name). Customer must provide proof that account is in their name. £30 13.7.9. Refund Purchase - Process a refund for incorrect purchase. £ 15 + FX costs 13.7.10. Statement - Contact support to request a statement - £ 0 13.7.11. Statement (closed account) - Contact support to request a statemen - £ 15 13.7. For a complete breakdown of our fees, please see https://www.solidi.co/fees 14. Blockchain Forks 14.0. The purpose of this section is to protect Solidi from the costs of supporting a blockchain fork. 14.1. All funds on Solidi are held as IOU's on the specific blockchain of deposited funds. An IOU for 1 BTC will result in the payment of 1 BTC at a future point. 14.2. Solidi has no obligation to support any currency resulting from a blockchain fork. Solidi's default position is that we will not support a currency resulting from a blockchain fork. 14.3. Solidi will endeavour, but is not obliged, to warn users of future blockchain forks including our position on such forks to give customers sufficient time to withdraw their funds. 14.4. Before, during and following a blockchain fork, Solidi may at its discretion, turn off withdrawals and deposits from some or all currencies. We will endeavour to provide warning of such events. 14.5. In the event Solidi decides to implement support there is no guarantee of the timeframe to implement such support. 14.6. Solidi may pass the costs of supporting a new blockchain onto the holders of funds on the new blockchain at the point of the fork. Fees will be applied at an exchange rate determined at the point the support is activated. In this event the costs shall not exceed 25% of the funds stored on the new blockchain or £20,000 (whichever is lower). 15. Chargebacks (UK FPS & Credit Card) 15.0. Chargebacks are a process where a User attempts to reverse a payment made to Solidi. Chargebacks are expensive to process both in terms of staff and third party costs. Solidi has a complaints process to deal with all disagreements which MUST be used prior to raising a chargeback. 15.1. Users agree not to use chargebacks without having completed Solidi's complaints process. The complaints process exists to resolve all disagreements fairly and impartially. 15.2. Users agree that should a chargeback be received by Solidi, without the complaints process being completed, that the User will pay all costs associated with the chargeback, including: 15.2.1. Bank Fees 15.2.2. Legal Fees 15.2.3. Staff Costs 15.2.4. Conseqential Losses 15.3. Chargebacks received without the dispute resolution process being completed will result in Solidi account closure and the users details being shared with third party fraud prevention services. 16. Disputes 16.1. Customers who have a complaint or dispute with Solidi should follow our complaints procedure (see our standard terms and conditions). v1.18 20 Oct 2025
Custody Terms & Conditions
CUSTODY TERMS / CUSTODIAN AGREEMENT
Version: (see end of document)
Effective date: (see end of document)
These Custody Terms are entered into between:
(1) Solidi Limited, a company incorporated in England and Wales with registered office at 27 Old Gloucester Street, London, WC1N 3AX, United Kingdom, registered with the Financial Conduct Authority under the Money Laundering, Terrorist Financing and Transfer of Funds Regulations 2017 as a cryptoasset business, firm reference number 928852; and
(2) the Client, being the person or entity identified in the applicable Client Schedule, onboarding record, web portal record, order form or other acceptance process made available by the Custodian.
These Custody Terms govern the provision of custody services by the Custodian to the Client and apply together with the applicable Client Schedule.
The Client Schedule sets out the client-specific details, selected services, applicable fees, authorised persons, notice details and any additional commercial terms applicable to the Client.
These Custody Terms may be accepted by the Client by signing these Custody Terms, signing or accepting a Client Schedule, clicking "I agree", ticking an acceptance box, electronically signing, creating an account, accessing the Custodian's website or web portal, depositing Digital Assets, submitting an Instruction, requesting custody services, or otherwise using the Custodian's services.
Where an individual accepts these Custody Terms on behalf of a company, fund, trust, partnership or other legal entity, that individual represents and warrants that they have authority to bind that entity to these Custody Terms.
In the event of any conflict or inconsistency between these Custody Terms and the Client Schedule, these Custody Terms shall prevail unless the Client Schedule expressly identifies the relevant clause of these Custody Terms and states that it is intended to vary that clause, in which case the Client Schedule shall prevail only to the extent of that express variation.
1. Definitions and Interpretation
1.1 In this Agreement, unless the context otherwise requires:
1.2 The following expressions shall have the following meanings:
"Agreement" means these Custody Terms, the applicable Client Schedule, the Instruction Leaflet, any policies or additional terms incorporated by reference, and any other document or electronic record agreed, accepted or confirmed by the Client and the Custodian in connection with the Services, in each case as amended or supplemented from time to time in accordance with this Agreement;
"Authorised Person" has the meaning ascribed thereto in Clause 3.1;
"Business Day" means a day other than a Saturday, Sunday or public holiday in England;
"Business Hours" means 9:00 am to 5:00 pm UK time on a Business Day;
"Client", "you" or "your" means the person or entity that opens an account with, or receives custody services from, Solidi;
"Client Schedule" means the schedule, order form, commercial terms sheet, onboarding record, portal record or other document or electronic record agreed, accepted or otherwise confirmed by the Client and the Custodian which sets out the client-specific details applicable to the provision of the Services, including the Client's details, selected services, fees, authorised persons, notice details and any additional commercial terms;
"Digital Assets" means the number and type of digital assets held through private key and all rights in respect thereof administered by the Custodian pursuant to this Agreement;
"Instructions" has the meaning ascribed thereto in Clause 3.2;
"Instruction Leaflet" means the set of requirements (appended at Schedule 2) governing the giving of Instructions and notices by the Client to the Custodian under this Agreement. The Instruction Leaflet is an integral part of this Agreement;
"Security" means any mortgage, charge (whether fixed, floating, legal or equitable), pledge, lien, assignment by way of security or other security interest securing any obligation of any person, or any other agreement or arrangement having a similar effect;
"Termination Date" shall be the effective date of any termination, described in Clause 12.2;
"Third Party Services" means services provided by third parties that are used to provide additional non-custodial services to a client, e.g. staking, which the Client has requested be made available to them through the Custodian;
"Third Party Services Provider" means an entity or person who provides Third Party Services;
"USD" means the United States Dollar, the lawful currency of the United States of America;
"VASP" means a cryptoasset business that is registered under the Money Laundering, Terrorist Financing and Transfer of Funds Regulations 2017, any successor legislation or any subsequent amendments thereto;
"Wallet" has the meaning ascribed thereto in Clause 2.2; and,
"Web Portal" means the online portal, platform, dashboard or other electronic system made available by the Custodian to the Client from time to time for the purpose of accessing the services, submitting Instructions, managing Authorised Persons or viewing account information.
1.3 Words importing one gender only shall include the other and, unless the context otherwise requires, words importing the singular number only shall include the plural and vice versa.
1.4 Words importing persons include companies and associations or bodies of persons, whether corporate or unincorporated.
1.5 References to Clauses are references to Clauses of this Agreement.
1.6 References to statutes are, unless otherwise specified, references to statutes of England and Wales, and include any statutory modifications or re-enactments thereof, or rules promulgated thereunder for the time being in force.
1.7 Clause headings are for convenience only and shall not affect the construction hereof.
1.8 References to this "Agreement" are references to this Agreement as from time to time amended, supplemented, restated or novated.
1.9 Schedules attached to or incorporated into this Agreement, including their respective attachments, if any, form an integral part of this Agreement and are incorporated herein by reference. In the event of any inconsistency between any Schedule and the remainder of this Agreement, the text of the Agreement shall prevail, except to the extent that the applicable Client Schedule expressly identifies the relevant clause of these Custody Terms and states that it is intended to vary that clause.
2. Appointment of Custodian
2.1 Pre-Contractual Information
Prior to entering into this Agreement, the Client confirms that they have received or been given access to, read, and understood all material information relating to the services, including but not limited to: risks, fees, custody arrangements, and operational details.
2.2 Client / Custodian Relationship: The Client authorises the Custodian, and the Custodian so agrees to establish and maintain on the terms of this Agreement a custody wallet or wallets (the "Wallet") for the deposit of Digital Assets in each case, currently held or from time to time received by, transferred to or held to the order or under the direction or control of the Custodian for the account of, and in trust for, the Client.
2.3 Custodian Responsibility: The Digital Assets shall be held by the Custodian (which shall be responsible for their safekeeping), as custodian for the account of, and in trust for, the Client on and subject to the terms of this Agreement. The safekeeping of the Digital Assets shall be subject to the Custodian's Fork Policy and Staking Terms and Conditions, as may be amended by the Custodian from time to time.
2.4 Segregation of Client Assets: The Custodian shall ensure that all Client crypto-assets are held separately from the Custodian's own assets and from those of other Clients.
2.5 No Pledge: The Client shall not at any time, except with the prior written consent of the Custodian:
a) create, purport to create or permit to subsist any Security on, or in relation to the Digital Assets; or
b) create or grant (or purport to create or grant) any interest in the Digital Assets in favour of a third party, other than any such interest that has been specifically notified to and acknowledged by the Custodian in writing.
The Custodian agrees not to pledge, charge, grant an option, lend, rehypothecate, or otherwise create any encumbrances on the Digital Assets other than when instructed by the Client or required in order to act upon the Client's instruction.
2.6 Power of Attorney: Where the Custodian agrees to act as custodian for the Client under the terms of any power of attorney from the Client, each of the provisions of this Agreement, including (without limitation) any indemnity in favour of the Custodian, shall also apply, mutatis mutandis, to the Custodian's actions as attorney for the Client, and the Client agrees to ratify and confirm such actions of the Custodian, and to execute such documents and/or do all such other acts and things as the Custodian may require for the purposes of the foregoing. This Clause 2.6 shall not be effective unless any grant of Power of Attorney by the Client in favour of the Custodian is attached to this Agreement by appendix and acknowledged by both Parties.
3. Authorised Persons and Instructions
3.1 The Client shall provide the Custodian with a list of such officers, employees, agents or other persons (each an "Authorised Person") of or for the Client who have been authorised, either alone or with others as specified, to act on its behalf in the giving of instructions and/or performance of any acts, discretions or duties under this Agreement, together with specimens of their signatures if written instructions are to be given, and the Custodian shall be entitled to rely upon the continued authority of an Authorised Person to give instructions and so act on behalf of the Client as aforesaid until the Custodian receives written notice from the Client to the contrary. The Client shall designate its Authorised Persons through the Web Portal, onboarding process, Client Schedule, Instruction Leaflet or any other process made available or approved by the Custodian from time to time. The Custodian shall be entitled to rely upon the continued authority of any Authorised Person recorded in the Web Portal, onboarding record, Client Schedule, Instruction Leaflet or other accepted record unless and until such authority is updated or revoked in accordance with this Agreement.Any change to the List of Authorised Persons, as for example the addition and/or deletion of any Authorised Person(s), shall be made either:
(a) via the Custodian's Web Portal, in which case the change shall be effective immediately upon the Web Portal's system confirmation; or
(b) in writing to the Custodian in accordance with the requirements set out in the Instruction Leaflet, in which case the change shall become effective only upon the Custodian confirming their implementation of the amendment in writing to the Client.
3.2 The Custodian will only act upon instructions ("Instructions") from an Authorised Person in such manner as set forth in the Instruction Leaflet (including via the electronic instruction system provided by the Custodian and on such terms and conditions as the Custodian may specify), provided that when taking action upon Instructions the Custodian shall act in a reasonable and proper manner unless otherwise instructed, and provided further that:
(i) the Instructions shall continue in full force and effect until cancelled or superseded (except in respect of Instructions executed by the Custodian which can no longer be cancelled);
(ii) if any Instructions are illegible, unclear and/or ambiguous, the Custodian shall refuse to execute such Instructions until any ambiguity or conflict has been resolved to the satisfaction of the Custodian;
(iii) Instructions shall be carried out subject to the rules and operating procedures set out by the Custodian, and the Custodian may further refuse to execute Instructions if in the Custodian's opinion they are outside the scope of its duties under this Agreement or are contrary to any applicable law, rule or other regulatory requirement (whether arising from any governmental authority or self-regulatory organisation); and,
(iv) the Custodian, in the performance of its duties under this Agreement and without liability on its part, may rely upon any Instructions given by an Authorised Person and upon any notice, request, consent, certificate or other instrument believed by it in good faith to be genuine and to be signed or furnished by the proper Party or Parties thereto, including without limitation the Client or any Authorised Person, provided that such notice, request, consent, certificate or other instrument was given or made pursuant to the procedures set out in the Instruction Leaflet.
3.3 Except as otherwise provided in this Agreement, all transactions involving the Digital Assets shall be executed or settled or otherwise carried out solely in accordance with the Instructions.
3.4 Except as otherwise agreed by the Custodian, the Custodian shall not be required to take any action to comply with any Instructions or to take any other action hereunder (including in the event that the Digital Assets are to be delivered to a third party) if the balance of Digital Assets held on account for the Client are not sufficient to cover the proposed action.
4. Fees, Expenses, and Interest
4.1 The Client agrees to pay fees to the Custodian upon presentation of an invoice setting out the amounts due to the Custodian for its services as set out in the applicable Client Schedule. Fees are due and payable within thirty (30) days of the date of the invoice. The Custodian may upon thirty (30) days' written notice adjust and re-adjust intervals at which such Fees are payable, after which period such Fees shall be paid in accordance with the relevant notice.
4.2 Fees shall accrue on a daily basis with effect from the Effective Date or such other date specified in the applicable Client Schedule and are levied at 5pm (UTC) on the last day of each month (including weekend days and bank holidays). At the option of the Custodian, on the first day of each calendar year any Fees not calculated on a percentage of assets basis will be subject to an increase based on the prevailing UK CPI.
4.3 The Custodian shall not pay any interest to the Client on the amounts standing to the Wallet.
4.4 If the Client does not pay the fees due in accordance with Clause 4.1, the Custodian shall be entitled, at its discretion, to deduct the fees due (or part thereof) from the balance of the Client's Digital Assets at such reasonable rate of conversion into British Pounds (GBP), United States Dollars (USD) or Euro (EUR) as may be decided by the Custodian.
4.5 All amounts payable by the Client to the Custodian shall be paid gross without deduction, set-off or counterclaim and are exclusive of Value Added Tax which, if any, will be for the account of and payable by the Client.
4.6 Third party network fees or gas fees may apply to transactions and the Client is responsible for ensuring adequate assets are held in their Wallet to meet such fees. Any transfer of Digital Assets made by the Custodian shall be reduced by such fees.
4.7 All fees and charges applicable to the Services are set out in the applicable Client Schedule, onboarding record, Web Portal record, order form, invoice, fee schedule or other document or electronic record notified to and accepted or confirmed by the Client in accordance with this Agreement. The Custodian will provide the Client with timely and clear information regarding applicable fees before each transaction. The Custodian will notify the Client at least thirty (30) days in advance of any changes to fees or charges, unless otherwise agreed in writing.
5. Duties of the Custodian
5.1 The duties of the Custodian shall be:
(a) to hold the Digital Assets in separate Wallets from other customers;
(b) to arrange for the Digital Assets to be held by it or to its order as it may think proper for the purposes of providing for their safekeeping, and to record the amounts and locations thereof;
(c) to provide periodic reports (where requested by the Client) as per clause 7;
(d) in the event of termination of this Agreement, to deliver or transfer the Digital Assets to the Client or to such other person(s) as the Client shall instruct in accordance with Clause 12, net only of any outstanding liabilities attaching to the Digital Assets of which the Custodian is or becomes aware and of any Fees and expenses owed to the Custodian under this Agreement; and,
(e) to act honestly, fairly, and professionally in the provision of its services with any conflicts of interest managed and disclosed in accordance with the Custodian's Conflicts of Interest policy, a summary of which will be available on our website.
6. Duties of the Client
6.1 The Client will deliver or cause to be delivered to the Custodian the following:
(a) any information (including copies of documents and other relevant material) that may be requested by the Custodian for the purpose of complying with its internal policies and international regulatory requirements;
(b) any documents that may reasonably be requested by the Custodian for the purpose of the Know-Your-Client (KYC) and Anti-Money Laundering (AML) and sanctions procedures, including identifying the ultimate beneficial owner(s) of the Client and, within seven (7) days, of any change to the beneficial owner(s); and,
(c) Wallet addresses to be used by the Client for the sending and receipt of Digital Assets which will only be used by the Client for transactions involving the Custodian once the Custodian has confirmed its approval of the addresses as part of its Anti-Money Laundering procedures. The Custodian may at any time revoke its approval for a particular address, in which event the Client can provide an alternative address for approval.
7. Reporting and Information
The Custodian shall provide the Client or an Authorised Person with transaction information and/or statements of accounts (minimum three monthly) relating to the Digital Assets. In the absence of the filing with the Custodian by the Client of exceptions or objections to any information, report, statement, confirmation, note or other document within three (3) months of the date of receipt thereof, the Custodian shall have no responsibility for any errors or omissions therein and the Client shall be deemed to have approved the contents thereof.
8. Non-exclusivity, Account Dealing and Exchange
8.1 The services provided to the Client by the Custodian under this Agreement shall be deemed non-exclusive, and nothing contained in or implied by this Agreement shall be construed so as: (i) to prevent the Custodian, its agents or its or their associated companies, principals, affiliates or employees in any way from purchasing, selling or otherwise dealing in any digital assets or other assets (whether being of the same type of Digital Assets or not) for its or their own account prior to, simultaneously with, or subsequent to any dealings on behalf of the Client, (ii) from providing similar services to or entering into similar agreements with any customers or other persons, or (iii) to impose any duty of disclosure or liability to account for any profit made by any of them in relation to any of the foregoing.
8.2 The services provided to the Client by the Custodian under this Agreement relate solely to custody and related transfer services and do not cover the exchange of Digital Assets for either fiat currency or other Digital Assets. Where the Client requests the Custodian to execute an exchange transaction, such transactions will be executed at the discretion of the Custodian and subject to the Custodian's separate terms and conditions related to exchange, which shall be provided to Client prior to the first such transaction being executed and may be amended from time to time.
9. Representations and Warranties
9.1 Each of the Custodian and the Client represents and warrants to the other that:
(a) it is duly organised and validly existing under the laws of the jurisdiction of its organisation or incorporation and, if relevant under such laws, in good standing;
(b) it has the power and authority to execute, deliver and perform its obligations under this Agreement (and under any other documentation required in connection herewith); and
(c) its obligations under this Agreement (and under any other documentation as aforesaid) constitute its legal, valid and binding obligations.
9.2 The Client further represents and warrants to the Custodian that:
(a) it is the beneficial owner of the Digital Assets (or otherwise has all necessary authorisations and consents to enable the Client to deal with the Digital Assets) and, if it is acting as trustee, manager or otherwise in a representative capacity in relation to the Digital Assets, that it has provided the Custodian with details of the beneficial owner and is fully empowered to enter into and perform its obligations under this Agreement (and under any other documentation as aforesaid) and to grant the rights and remedies to the Custodian contained herein; and,
(b) the information provided under this Agreement is true, accurate and complete and the Custodian is entitled to rely on such information until the Custodian has received notice in writing from the Client of any changes herein. The Custodian will be notified immediately in writing of any material changes in such information.
9.3 Where the Client is required under any legislation pertaining to the Client to comply with anti-money laundering legislation, the Client undertakes to:
(a) maintain internal policies, procedures and controls to comply with anti-money laundering /countering the financing of terrorist laws, regulations and guidelines including the performing of ongoing monitoring of their customers and transactions;
(b) perform appropriate due diligence procedures on its own customers; and
(c) upon a request to the Custodian from regulators or otherwise as reasonably required by the Custodian and unless prohibited by legislation, provide without delay the documentary evidence obtained in the course of carrying out client due diligence measures.
10. Scope of Responsibility and Indemnity
10.1 The Custodian shall exercise reasonable care and skill in the performance of its duties under this Agreement. The Custodian shall not be liable for any loss suffered by the Client except to the extent that such loss arises directly from the Custodian's fraud, wilful misconduct or gross negligence, and any such liability shall be subject always to the limitations set out in Clause 16.
10.2 The Custodian shall not be responsible for the title, validity or genuineness of any of the Digital Assets (or any evidence of title thereto) received by it pursuant to this Agreement. In the event the Client transfers digital assets to the Custodian free of any default in title, validity or genuineness, the Custodian shall have the obligation to transfer the Digital Assets back to the Client similarly clear of any default in title, validity or genuineness.
10.3 Except as otherwise expressly agreed in writing by the Custodian, the Client shall be responsible for all filings, tax returns and similar reports on any transactions undertaken pursuant to this Agreement or in connection with the Digital Assets which must be made to any relevant authority whether governmental or otherwise and for the payment of all unpaid calls, taxes (including without limitation any value added tax), levies or duties, or any other liability or payment arising out of or in connection with the Digital Assets, and in so far as the Custodian is under any legal obligation to pay the same on behalf of the Client it may do so without Instructions from the Client by debit to the Wallet, however in such case, the Custodian will provide timely notice of such a debit to the Client.
10.4 The Custodian is not acting under this Agreement as manager or investment adviser to the Client, and responsibility for the selection, acquisition and disposal of the Digital Assets remains with the Client at all times. The Custodian shall have no obligation to explain or warn of any risks taken or to be taken by the Client.
10.5 The provision of custodial services under this Agreement does not make the Custodian an agent for the Client and the Custodian shall have no other obligations in respect of the Digital Assets except those contained in this Agreement. Under no circumstances shall the contractual relationship between the Custodian and the Client be construed to create the relationship of principal and agent, employer and employee, partners or joint-venture partners.
10.6 The Custodian shall, save as stated in Clause 10.1 above, have no responsibility for and shall not be liable for losses incurred by the Client caused by or resulting from any of the following:
(a) delay in the actual receipt by the Custodian of Instructions from the Client, or delay in the actual receipt of Digital Assets or in any transaction, relating to assets forming or to form part of the Digital Assets;
(b) transfer of the Digital Assets by the Client, or any party acting on behalf of the Client, to addresses that the Custodian did not provide;
(c) fraud or wilful misconduct by any Authorised Persons;
(d) any problem inherent in the operation of any distributed ledger underlying any Digital Asset;
(e) Client failure to accurately provide or verify the details of any Digital Asset transfer submitted to the Custodian;
(f) breaches of the Custodian's security that occur notwithstanding the Custodian's compliance with its obligations under this Agreement;
(g) any compromise of custodial account login credentials due to no fault of the Custodian;
(h) Client failure to follow or act on any notices or alerts that are sent to the Client relating to the security of their Digital Assets; and/or,
(i) any event of Force Majeure or other events beyond the Custodian's reasonable control. For the purpose of this Clause, "Force Majeure" means, without limitations, events such as nationalisation, expropriation, currency restrictions, acts of state, acts of God, earthquakes, fires, floods, typhoons, tsunami, wars, civil or military disturbances, sabotage, terrorism and cyber-terrorism, security, integrity, non-availability or failure of a blockchain, epidemics, pandemics, riots, interruptions, loss or malfunctions of utilities, computer (hardware or software) or communications service faults or defects, accidents, labour disputes, regulatory changes, actions of central securities depositories, central banks and regulatory agencies, power failures or breakdowns in communications links or equipment of the Custodian or of its agents (or of any third parties as aforesaid). The exclusions in this clause 10.6 shall apply in respect of any agent, delegate, subcontractor or Third Party Service Provider appointed or used by the Custodian in connection with the services except to the extent that the relevant loss arises from the Custodian's fraud, wilful misconduct or gross negligence in the selection, appointment or oversight of such person. The Custodian shall use all reasonable efforts to assist the Client in avoiding, minimising or mitigating such losses as aforesaid.
10.7 The Custodian shall be indemnified by the Client against any liabilities, losses, damages, costs and expenses (including but not limited to legal fees) incurred by the Custodian, including but not limited to: (i) any taxes or other governmental charges, and any expenses related thereto, which may be imposed or assessed with respect to the Digital Assets; and/or, (ii) the Custodian or any agent of the Custodian, appearing as holder or holder of record of the Digital Assets or any part thereof, but excluding those liabilities, losses, damages, costs and expenses which arise (whether through act or omission) as the result of fraud, wilful misconduct or gross
negligence on the part of the Custodian in the performance of its duties under this Agreement.
10.8 Liability for Third Party Service Providers. The Client acknowledges, understands, and agrees that the Custodian shall not be responsible for the quality or performance of services provided by Third Party Service Providers whose services may be accessed / used when the Custodian is following Instructions from the Client (e.g. staking services). The Client further acknowledges and agrees that even if Third Party Services are accessed, the use of those Third Party Services for the Client will be subject to the additional terms and conditions of the applicable Third Party Service Provider(s). The Client agrees in order to use these Third Party Services the Custodian (and the Client) needs to comply with all applicable Third Party Service Provider(s) terms and conditions when using Third Party Services. To effect Instructions or administrative requests for the Client, the Custodian may be required to conclude an agreement with a Third Party Service Provider(s). Notwithstanding this, the Custodian is not responsible for the products or services provided by any such Third Party Service Provider(s). The Custodian is not responsible in any manner for the actions (or inactions) of any Third Party Service Provider and shall not be liable or responsible in any way for any adverse consequences (including but not limited to decrease in value, slashing, loss or lower than expected returns) experienced by the Client or any third-party that results from the use of the Third Party Services.
11. Regulatory Requirements
Notwithstanding any provision of this Agreement to the contrary, where the Custodian is for the time being subject to any regulatory requirements in relation to its dealings with the Client under this Agreement, the rights and obligations of the Custodian under the provisions of this Agreement shall be read and construed to the greatest extent permitted by, and in accordance with such applicable regulatory requirements.
12. Term and Termination
12.1 This Agreement shall commence on the Effective Date set out in the applicable Client Schedule or, where no Effective Date is specified, on the date on which the Client first accepts these Custody Terms or first receives the Services, whichever occurs earlier, and shall continue until terminated in accordance with Clause 12.2.
12.2 Except as otherwise provided in this Agreement, the obligations of the Custodian hereunder may be terminated by the Client or the Custodian upon thirty (30) days prior written notice to the other. The effective date of such termination shall be the "Termination Date".
12.3 This Agreement may be terminated by the Custodian following the receipt by the Custodian of a lawful and binding instruction from a statutory authority or regulator to do so. The Custodian shall provide the Client with written notice of such termination and any conditions relating to the terminations as soon as reasonably practicable following receipt of the instruction.
12.4 If notice of termination is given by the Custodian, the Client shall, within ten (10) days following the receipt of such notice, deliver a written notice to the Custodian specifying the addresses to which the Custodian shall, subject to Clause 12.5, (at the cost and expense of the Client, and by such method(s) and/or to such location(s) as the Parties may agree) deliver or transfer the Digital Assets.
12.5 Upon termination of this Agreement, all amounts, including any outstanding Fees, due by the Client to the Custodian under this Agreement shall become due and payable on the Termination Date.
12.6 The Custodian shall not be under any obligation to deliver or transfer the Digital Assets to the Client until payment of all Fees and other amounts which the Custodian determines to be owed, pursuant to the terms of this Agreement, to it hereunder has been made, or the value of Fees due has been deducted under Clause 4.4.
12.7 The Custodian shall be entitled to invoice and deduct the Fees as provided for herein up to the day of actual delivery or transfer of the Digital Assets to the Client.
12.8 Upon termination and subject to Clauses 12.4, 12.5 and 12.6, the Client's Digital Assets will be transferred to the Client or, subject to the Client's agreement, transferred to another VASP, in accordance with the Custodian's legal and regulatory obligations.
13. Events of default
13.1 Any of the following events shall constitute an event of default ("Event of Default"):
(a) the Client's failure to pay the Fees or any other sums payable to the Custodian under this Agreement when called upon to do so or on the due date;
(b) the Client's failure to submit to the Custodian, within the timeframe specified by the Custodian any documents requested by the Custodian (including documents/information as per Clause 6.1(b), Clause 6.1(c)) when called upon to do so;
(c) a material breach by either Party of any of the terms of this Agreement and/or default in the observance of any rules and regulations of any governmental authority or self-regulatory organisation;
(d) the filing of a petition in bankruptcy, winding up, examinership, receivership or the commencement of other similar proceedings against either Party;
(e) the levy or enforcement of any attachments, execution of other process against either Party;
(f) any representation or warranty made by either Party to the other Party in this Agreement or in any document being or becoming false, incorrect or misleading;
(g) in the case of an individual, the death of the Client;
(h) either Party is convicted of any criminal offence involving fraud, dishonesty, money laundering, terrorist financing, sanctions breach or other conduct which, in the reasonable opinion of the non-defaulting Party, materially affects the convicted Party's ability to perform its obligations under this Agreement; and,
(i) the Custodian is no longer registered as a VASP.
13.2 If an Event of Default occurs and, where Clause 13.3 applies, such Event of Default has not been cured within the applicable cure period, then, without prejudice to any other rights or remedies that the non-defaulting Party may have against the defaulting Party, the non-defaulting Party shall be entitled to:
(a) in the case of a default by the Client, immediately close the Wallet (the procedure under Clause 12 shall apply to the extent practicable),
(b) in the case of a default by the Custodian, instruct the prompt transfer back to the Client of the Digital Assets (the procedure under Clause 12 shall apply to the extent practicable),
(c) terminate forthwith all or any part of this Agreement after giving notice of default.
13.3 Right to Cure. In the event of default under 13.1(a), 13.1(b), 13.1(c), the defaulting party shall have fifteen (15) days from receipt of notice of default to cure the default.
14. Disclosure
Whilst the Client and the Custodian agree to use their reasonable efforts to keep confidential any non-public information that either of them may receive in relation to the Agreement, each Party agrees and understands that the other may disclose such information if required to do so by any applicable law, statute or other regulation of or by way of court order or similar process enforceable in any relevant jurisdiction or if required to do so by any regulatory body or self-regulatory organisation (whether of a governmental nature or otherwise) in any relevant jurisdiction and to whose authority the relevant Party is (whether or not through force of law) subject or otherwise required to act. The Custodian will process and protect all Client personal data in accordance with the data protection laws applicable to it.
15. Successors
This Agreement shall bind and enure for the benefit of the Parties hereto and their respective successors or permitted assigns.
16. Limitation of liability
16.1 To the fullest extent permitted by applicable law, the Custodian shall not be liable for any indirect, incidental, special, punitive or consequential loss, including (without limitation) any loss of profits, loss of business, loss of revenue, loss of opportunity or loss of goodwill, whether arising in contract, tort (including negligence), breach of statutory duty or otherwise, even if such loss was foreseeable.
16.2 Subject to Clause 16.3, the aggregate liability of the Custodian to the Client arising out of or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation or otherwise, shall not exceed the lower of:
(a) the total Fees paid or payable by the Client to the Custodian under this Agreement in the twelve (12) months immediately preceding the event giving rise to the claim; and
(b) USD 100,000.
This cap shall apply in the aggregate to all claims arising under or in connection with this Agreement, including all direct losses, costs and expenses recoverable by the Client.
16.3 Nothing in this Agreement shall exclude or limit any liability to the extent that such liability cannot lawfully be excluded or limited.
17. Notices
17.1 Except as otherwise provided in this Agreement, all requests, demands or other communications between the Parties or notices provided in connection herewith, including but not limited to Instructions, shall be issued in accordance with the Instruction Leaflet.
17.2 The Client acknowledges that the Custodian's Fork, Airdrops and Protocol Changes Policy and Staking Terms and Conditions have been made available to the Client through the Custodian's website, Web Portal, onboarding process or otherwise prior to the Client using the relevant Services. The Custodian shall notify the Client of any material change to those documents.
17.3 The Client may raise any concerns or complaints regarding the services or fees by making a complaint. Details on how to do this are available upon request. Complaints will be handled promptly and transparently in accordance with the policy. If a dispute cannot be resolved, the Client may refer the matter to the relevant authority.
18. Counterparts
This Agreement may be executed and delivered in counterparts, including by electronic signature or other electronic means, each of which will be deemed an original. The expression "counterpart" shall include any executed copy of this Agreement transmitted by facsimile or by other electronic means. The Client shall have the right to request an electronic copy of this Agreement.
19. Severability
Each of the provisions of this Agreement are severable and distinct from the others and, if one or more of such provisions is or becomes illegal, invalid or unenforceable; the remaining provisions shall not be affected in any way.
20. No Partnership
Nothing in this Agreement shall constitute or be deemed to constitute a partnership between any of the parties hereto and none of them shall have any authority to bind the others in any way.
21. Entire Agreement
This Agreement constitutes the entire agreement and understanding of the Parties with respect to its subject matter and supersedes all prior oral communications and other written agreements between them.
22. Novation and assignment
Neither this Agreement nor any of the rights, interests or obligations hereunder shall be novated or assigned by the Client (whether by operation of law or otherwise) without the prior written consent of the Custodian. The Custodian may novate or assign its rights, interests or obligations hereunder to another Custodian where such Custodian is subject to reasonably equivalent regulation or registration requirements for a VASP, whether in the United Kingdom or elsewhere.
23. Amendments
This Agreement may be amended by the Custodian from time to time to ensure compliance with changes in applicable law, regulation, or regulatory guidance. The Custodian will notify the Client of any material changes as soon as reasonably practicable. Other than this, no amendment, modification or waiver in respect of this Agreement will be effective unless made in writing and signed or electronically accepted by the Parties, or otherwise accepted by the Client through the Custodian's website, Web Portal, onboarding process or other electronic system.
Nothing in this Clause 23 shall prevent the Custodian from updating fees, operational procedures, supported Digital Assets, instruction methods, security requirements, policies or service-specific terms where such update is permitted under another provision of this Agreement.
24. Governing Law
This Agreement and any Instructions given hereunder shall be governed by and construed in accordance with the laws of England and Wales.
25. Jurisdiction
25.1 Each Party agrees that the courts of England and Wales shall have exclusive jurisdiction to hear and determine any suit, action or proceeding, and to settle any disputes, which may arise out of or in connection with this Agreement and any Instructions given hereunder and, for such purposes, irrevocably submits to the jurisdiction of such courts.
25.2 Each Party further irrevocably waives any objection which it may have or be entitled to claim at any time to the commencement of any such suit, action or proceeding before the courts in England and Wales, or that any such suit, action or proceeding has been brought in an inconvenient forum, or to the enforcement of any judgment in respect thereof over any of its assets or property (including without limitation, the Digital Assets) in any jurisdiction.
26. Electronic Signature
The Parties agree that this Agreement may be executed by way of electronic signature by any of the Parties. For the avoidance of doubt, each Party:
26.1 consents to the execution of this Agreement by the other party by electronic signature;
26.2 agrees that the use of an electronic signature on this Agreement, shall have the same validity and legal effect as the use of a manual signature and is made, in each case, with the intention of authenticating this Agreement and evidencing the Party's intention to be bound by the terms and conditions contained in the Agreement.
26.3 acknowledges and agrees that this Agreement and these Custody Terms may be accepted electronically by the Client, including by clicking "I agree", ticking an acceptance box, electronically signing, or otherwise completing the acceptance process made available through the Custodian's website, Web Portal, onboarding process or other electronic system made available by the Custodian from time to time. The Custodian may retain electronic records evidencing the Client's acceptance, including the date and time of acceptance, the version accepted, the accepting user, and any account or onboarding details associated with such acceptance.
27. Digital Assets Risks
27.1 The Client is advised that the value of Digital Assets (also known as crypto assets) might fluctuate and a Client's holdings of Digital Assets may therefore be subject to full or partial losses in value.
27.2 The Custodian has no control over and makes no representations regarding the value of any Digital Assets, or the availability, functionality or security of the underlying networks or protocols, including but not limited to delays caused by "hashing" and other blockchain errors. Custodian does not own or control the underlying software protocols which govern the operation of Digital Assets. The value of and access to Client's Digital Assets may be impacted by a failure of its underlying blockchain, a fork in the blockchain or other events outside of the control of the Custodian.
27.3 Digital Assets are not covered by any investor compensation or deposit guarantee schemes. By entering into this Agreement, the Client explicitly declares that they are aware of the warnings in this Clause 27.
End of Custody Terms / Custodian Agreement
(Schedules may follow)
SCHEDULE 1 – CLIENT DETAILS, FEES AND AUTHORISED PERSONS
------------------------------
reproduced paper form begins
------------------------------
CLIENT DETAILS
Name _______________
Registration Number _______________
Registered Office / Address _______________
_______________
_______________
_______________
Client Type:
[ ] Individual
[ ] Company
[ ] Fund
[ ] Partnership
[ ] Trust
[ ] Other
Effective Date _______________
Version of Custody Terms _______________
Services Selected:
[ ] Custody
[ ] Staking
[ ] DeFi
[ ] other
Authorised Persons _______________
Web Portal administrator(s) _______________
Legal notice contact _______________
Legal notice email _______________
Billing contact _______________
Compliance contact _______________
Security incident contact _______________
FEES
Account Setup _______________
Custody Fee _______________
Minimum Monthly Fee _______________
Withdrawal and Settlement Fee _______________
Currency of Fees EUR/GBP, unless otherwise stated
- Custody Fee is expressed in basis points (bps) per annum where 1bps equals one hundredth of one percent (i.e. 0.01%) and is calculated based upon average assets in the period at the month-end market value.
- Minimum Monthly Fee applies when the amount is greater than the monthly Custody Fee.
- An additional fee based on the Custodian’s prevailing daily rate (or external costs incurred, if greater) may be charged for supporting any non-standard requests from any auditors, consultants or similar that are engaged by the Client. Confirmation of the Client assets held by the Custodian is considered a standard request.
- The above fees are exclusive of any network or gas fees which are for the account of the Client.
If there is any conflict or inconsistency between this Client Schedule and the Custody Terms, the Custody Terms shall prevail unless this Client Schedule expressly identifies the relevant clause of the Custody Terms and states that it is intended to vary that clause, in which case this Client Schedule shall prevail only to the extent of that express variation.
This Schedule may be amended or additional fees imposed by the Custodian by giving 30 days written notice to the Client unless a minimum term has been set out herein, in which case the amendment shall take effect on the expiry of such term.
----------------------------
reproduced paper form ends
----------------------------
The Client’s details, selected Services, applicable fees, billing arrangements, Authorised Persons, Web Portal administrators, notice contacts and any additional client-specific commercial terms shall be as set out in the applicable Client Schedule, onboarding record, Web Portal record, order form, invoice, fee schedule or other document or electronic record made available by the Custodian and accepted or confirmed by the Client from time to time.
The Client may access applicable fee information and manage or view its Authorised Persons and Web Portal administrators through the Web Portal, subject to the functionality made available by the Custodian from time to time.
Any fees displayed or notified through the Web Portal, onboarding process, Client Schedule, order form, invoice or other electronic record shall form part of this Agreement once accepted or confirmed by the Client in accordance with these Custody Terms.
SCHEDULE 2 - INSTRUCTION LEAFLET
The Client may issue Instructions to the Custodian using the methods set out below:
- Instructions via the Custodian's Web Portal: Deposits, Withdrawals, New Wallets, Address whitelisting, Staking
- Instructions via email: all other Instructions not available via Web Portal including amendments to vesting, minting, lock-up periods.
Instructions or notice given to a party under or in connection with this Agreement, where not delivered through the Web Portal:
a) shall be in writing and in English or accompanied by an accurate translation into English. In the event of any discrepancy the English version shall prevail;
b) shall be signed by or on behalf of the party giving it;
c) shall be sent by a method listed below; and
d) unless proved otherwise, is deemed received as set out in the below table headed ÔDeemed delivery date and time' if prepared and sent in accordance with the Agreement.
The Instructions and Custodian services are subject to the following:
Validity
The Client must maintain appropriate security measures on devices, emails and passcodes that may be used to access the Web Portal. The Client bears full responsibility for setting up and managing its authorised users' access to the Web Portal, verifying transaction details and delivering accurate Instructions.
Transfer Restrictions
The Parties acknowledge that the Digital Assets may be subject to specific transfer restrictions, vesting schedules, or lock-up periods as notified by the Client to the Custodian. The Custodian shall not be in breach of any of its obligations under this Agreement if it declines to execute an Instruction which it reasonably believes would result in a breach of such notified restrictions. Any dispute regarding such instructions will require written clarification or a revised Instruction from an Authorised Person before execution.
Instruction Processing
The Custodian will have three (3) Business Days from the time of receipt of an Instruction to process an Instruction. For these purposes, "Business Day" means a day other than a Saturday, Sunday or public holiday in England. The Custodian may extend this time for large, ambiguous or unusual transactions. The Custodian is not able to guarantee the availability to process transactions for digital assets where there may be factors beyond its control. The Custodian may decline to execute Instructions if it is in any doubt as to the identity of the party issuing the Instruction or the Instruction is outside the scope of this agreement or in violation of applicable laws.
Supported Digital Assets
Only digital assets explicitly supported by the Custodian may be deposited or stored. The list of supported assets is subject to change, and the Custodian will provide 30 days' notice before ceasing support unless immediate action is required by law.
Advanced Protocols & Forks
Custodian may not support all chains and protocols unless explicitly agreed. Forks and airdrops will be handled in accordance with the Custodian's fork policy.
Account Statements
Custodian will provide the Client with the ability to access electronic account statements. Asset valuations are based on third-party data sources, with no guarantee of accuracy.
Third-Party Payments
Custodial services are not intended for third-party payments for goods and services.
Support Availability
Custodian will provide reasonable technical support via email and telephone from 9:00 AM to 5:00 PM UK Time. Custodian may provide support outside of these times but cannot guarantee availability outside those hours. Custodian will respond to support requests in a timely manner, prioritising issues based on severity.
Web Portal Availability
The Custodian will use commercially reasonable efforts to ensure Web Portal availability 24/7, subject to maintenance, network conditions, and security measures. Where the Web Portal is unavailable the Custodian may accept Instructions via email but, at its discretion, may impose additional verification procedures upon such Instructions.
Notices
The parties' addresses and contacts for the purposes of any non-transactional notices under the Agreement are as set out in the applicable Client Schedule, onboarding record, Web Portal record, or as otherwise notified by one Party to the other in accordance with this Agreement.
Transactional Instructions
Authorised Persons may be designated, appointed, removed and managed through the Web Portal, onboarding process, Client Schedule or any other process made available or approved by the Custodian from time to time. Any person recorded as an “Authorised User”, “Authorised Person”, administrator, approver, signatory or equivalent role shall be deemed an Authorised Person under this Agreement to the extent of the permissions and approval rights assigned to that person. The Custodian shall be entitled to rely on the Authorised Persons and permission settings recorded in the Web Portal or other accepted record from time to time.
Receipt of Notice
The below table sets out:
(a) delivery methods for sending a notice to a party under this Agreement; and
(b) for each delivery method, the corresponding delivery date and time when delivery of the notice is deemed to have taken place provided that all other requirements in this clause have been satisfied:
Delivery method Deemed delivery date and time
--------------- -----------------------------
Email 12 business hours after transmission.
Telephone For operational communications only, at the time of call
where the approved person has answered the call. Telephone
communications shall not constitute formal legal notice
unless confirmed in writing.
Delivery by hand On signature of a delivery receipt or at the time the
notice is left at the address.
If receipt occurs outside Business Hours, it shall be deemed to be received when Business Hours resume.
Staking
Where the Client instructs the Custodian to stake any Digital Assets or engage in any DeFi protocols, such transaction will be undertaken in accordance with the respective Staking or DeFi Terms and Conditions that will be separately advised to the Client. The aforementioned Terms and Conditions constitute an addendum to this Agreement agreed between the parties upon the Client confirming its request to proceed with staking its Digital Assets or engaging its Digital Assets with any DeFi protocols.
Amendments to this Schedule
The Client may change the requirements and persons set out in this Instruction Leaflet provided such change is approved by the person(s) named above or a certified resolution of the board of directors (or equivalent management body) of the Client that is satisfactory to the Custodian. Notwithstanding the foregoing, changes to the list of Authorised Persons may be carried out directly via the Custodian's web portal as set out in the 'Transactional Instructions' section and shall take effect immediately upon system confirmation.
The Custodian may change methods of receiving Instructions under this Schedule for security, legal or operational reasons by providing two (2) Business Days' notice of such change.
Risks
The Client acknowledges that electronic communications and Web Portal access involve inherent security risks, including API risks, transmission errors, incomplete transmissions, interception of messages and misuse by unauthorised third parties. While the Custodian will comply with its applicable data protection obligations, the Custodian cannot guarantee that all electronic communications will be free from such risks.. Except to the extent caused by the Custodian's fraud, wilful misconduct or gross negligence, the Custodian shall not be responsible for any detriment or loss suffered as a result of such communication risks.
This Schedule shall continue in force notwithstanding the death, declaration of presumed death, incapacity or bankruptcy of the Client until amended by a duly authorised party under any insolvency, probate or other relevant law.
v1.3 28 Aug 2026