1. DEFINITIONS

1.1. All capitalized terms used in these Terms and Conditions (hereinafter also referred to as - Terms) shall have the following meaning:

1.1.1. Applicable Law - means laws, rules, and regulations applicable to the Parties and their activities, including the provision and use of Services, both at the European Union (the EU) and national level.

1.1.2. Account - means a unique user profile at the Client Portal assigned to the Client, enabling the Client to access the Services.

1.1.3. Business Day - means any calendar day except Saturdays, Sundays, and public holidays of the Republic of Lithuania.

1.1.4. Company - means Fincryptou, UAB, a private limited liability company, legal entity code: 306068445, registered office address: Lvivo st. 21A, LT-09309 Vilnius, Lithuania. The Company is a registered Crypto-Asset Service Provider, supervised by the Financial Crimes Investigation Service (FCIS) under the Ministry of Internal Affairs of the Republic of Lithuania, and complies with Applicable Laws, including the Markets in Crypto-Assets Regulation (MiCA).

1.1.5. Client - means any legal or natural person who is a party to these Terms and has either requested or is currently using the Services provided by the Company.

1.1.6. Client Portal - means a secure web-based platform operated by the Company, through which the Clients access and utilize the Services.

1.1.7. Cryptocurrency - means a digital representation of value based on blockchain technology, which is accepted by the Company for exchange transactions. The list of Cryptocurrencies supported by the Company is available on the Client Portal.

1.1.8. Exchange Rate - means the applicable price at which a specific Cryptocurrency is exchanged for Fiat Currency or vice versa. The Exchange Rate is derived from external sources and market data and may fluctuate in real-time. The  Exchange Rate is presented to the Client at the Client Portal.

1.1.9. Fee - means the amount payable by the Client to the Company for the Services provided.

1.1.10. Fiat Currency - means a government-issued currency recognized as legal tender and accepted by the Company for exchange transactions.

1.1.11. Force Majeure Event - means any unforeseeable and unavoidable event beyond the reasonable control of the Company, including but not limited to natural disasters, wars, terrorist attacks, pandemics, regulatory actions, changes in laws, power failures, cyber-attacks, and disruptions in blockchain networks.

1.1.12. Limit - means the maximum permitted amount per Transaction or aggregate Transactions within a defined period, as determined by the Company and subject to regulatory requirements and risk assessments as per Applicable Law.

1.1.13. Order - means a formal request initiated by the Client for the execution of a Transaction, as per the specifications and requirements set by the Company.

1.1.14. Party - means a party to these Terms and Conditions, i.e., the Client or the Company individually, which are collectively also referred to as the Parties.

1.1.15. Sanctions - means a set of restrictions and obligations set by the laws, regulations, and/or decisions of the EU, the United Nations, and other international organizations establishing the commercial, economic, or financial sanctions, embargoes, and other restrictions, that are directly applied or shall be implemented under the Law on International Sanctions of the Republic of Lithuania or other Applicable Law; this also includes: (i) the U.S. export and re-export control laws and regulations, including the Export Administration Regulations (EAR) maintained by the U.S. Department of Commerce; (ii) economic sanctions enforced by the Office of Foreign Assets Control (OFAC) of the U.S. Department of the Treasury; (iii) the International Traffic in Arms Regulations (ITAR) maintained by the U.S. Department of State; (iv) the United Kingdom (UK) financial sanctions implemented by HM Treasury.

1.1.16. Services - means the services stipulated in Clause 6.1 hereof.

1.1.17. Transaction - means the act of buying or selling the Cryptocurrency for Fiat Currency or vice versa, based on an Order submitted by the Client and executed by the Company.

1.1.18. Website - means the Company’s website, located here.

1.2. Other terms shall have the meaning given to them in the body of these Terms and Conditions.

1.3. The section headings are provided for convenience only and shall not influence the interpretation of these Terms and Conditions. The words “include” and “including” shall be interpreted to mean “without limitation.” Any references to singular terms shall also apply to their plural forms and vice versa.

 

2. GENERAL PROVISIONS

2.1. These Terms determine the rights and obligations of and between the Company and the Client in relation to the Services offered and provided by the Company.

2.2. By signing up for and using the Services, you acknowledge that you have read and agree to be bound by these Terms and Conditions and the Privacy Policy, the Cookie Policy, and other documents to which reference is made in these Terms. Therefore, the Terms and Conditions and all supplementing documents shall be carefully examined by the Client before the Client decides to confirm them and start using the Services. 

2.3. The Company may amend these Terms and Conditions and its supplementing documents from time to time, providing you with a notice as specified in these Terms. If the Client continues using the Services after the notice period, the Client will be deemed to have accepted the updated documents. The most relevant version of the Terms and Conditions and supplementing documents is always available on the Company's Website, both in the Lithuanian and English languages.

2.4. In cases where a separate agreement between the Company and the Client regarding the provision of Services is also concluded (hereinafter also referred to as - Agreement), these Terms and Conditions should be deemed to be general conditions, and the Agreement should be considered as special conditions that take precedence in the event of a conflict between the provisions of these Terms and the Agreement concluded.

 

3. APPLICATION

3.1. The Services are accessible to the Client via the Client Platform. In order to create an Account, gain access to the Client Platform, and start using the Services, the Client must contact the Company via email or by submitting a request in the form that is available on the Website.

3.2. Upon receiving the Client's request, the Company evaluates the information provided by the Client and whether the Services provided by the Company can adequately meet the Client's needs.

3.3. If the Company believes that the Company can adequately meet the Client's needs and is a suitable service provider for the Client, the Client is provided with an application form for Services and the current version of these Terms and Conditions.

3.4. The application form provided should be completed by the Client and returned to the Company. Once the duly completed and signed application form and the Terms and Conditions are returned together with the supporting evidence, the application is then processed.

3.5. As part of the application processing, the Client and/or Client's representative and/or the Ultimate Beneficial Owner (hereinafter also referred to as the UBO) of the Client are provided with a link to verify their identities following the identification and verification procedures as described in Section 4 below.

3.6. Once the identification and verification procedures are implemented and the Client’s onboarding is completed, the Account is created for the Client, and the Client can start using the Services.

 

3. IDENTIFICATION, VERIFICATION, AND MONITORING

4.1. Before starting to provide Services, and throughout the entire period of providing the Services, following requirements under the Applicable Law and seeking to identify and verify the Client, the Company implements ‘Know Your Customer’ (KYC) procedures. As part of such an identification and verification process, the Company has the right to request the Client, and the Client is obliged to provide personal and/or corporate data and information. If the Client refuses to provide or does not provide such requested information and data, the Company has the right to refuse to provide the Services and to suspend or terminate the Services.

4.2. To conduct a more comprehensive analysis of the Client’s information and identify and assess any potential risks or threats associated with a particular individual or entity, the Company may also implement ‘Enhanced Due Diligence’ (EDD) procedures at its discretion. As part of such procedures, the Company has the right to request the Client, and the Client is obliged to provide additional information and documentation. In the event the Client refuses to provide or does not provide such requested information and documentation, the Company has the right to refuse to provide the Services and to suspend or terminate the provision of Services.

4.3. Throughout the entire period of providing the Services, to prevent money laundering and terrorist financing as well as implement associated requirements under the Applicable Law, the Company may implement business relationship, Orders, and Transactions monitoring procedures, during which the Company may also request the Client and the Client is obliged to provide other information and documents, including those related to the Order and/or Transaction.

4.4. The information and documents provided to the Company must be true, accurate, current, and complete. Providing false or inaccurate information may be a ground for restricting or terminating the use of the Services, as well as taking other legal actions under the Applicable Law.

4.5. The Company has the right to demand copies of documents certified by a notary or legalized or certified with an Apostille, and/or translated at least into one of the acceptable languages by the Company (e.g., English). Such documents and information are always prepared and provided at the expense of the Client.

4.6. By accepting these Terms and Conditions, the Client also warrants that they have not previously been suspended or banned from using the Services due to violations of Applicable Laws or the Company’s policies.

 

5. USE OF SERVICES

5.1. To use the Services, the Client must be at least 18 (eighteen) years of age and reside in a jurisdiction where the Services are legally accessible. By accepting these Terms and Conditions, the Client confirms having a full legal capacity and competence to enter into a binding agreement such as these Terms and Conditions and use the Services.

5.2. If a person is acting on behalf of a legal entity, such a person confirms that he/she has the requisite authority to bind that entity to these Terms and Conditions, and agrees to provide all the necessary documentation to verify such authority upon request by the Company.

5.3. The Client is prohibited from using the Services on behalf of third parties unless explicitly permitted by the Company in writing. Unauthorized third-party use may lead to suspension or termination of the Services, as well as other legal actions as per Applicable Law.

5.4. The Client is prohibited from using the Services for any illegal and unlawful purposes or in a manner that violates these Terms and Conditions. The Company reserves the right to reject the Clients’ applications, limit the use of Services, or stop Transactions at any time if there is a reasonable suspicion of fraud, illegal activities, or non-compliance.

5.5. The Client is solely responsible for ensuring compliance with Applicable Law, licensing requirements, and third-party rights when using the Services. The Client acknowledges and agrees that the Company assumes no liability for any legal consequences arising from the Client’s use of the Services.

 

6. SCOPE OF SERVICES

6.1. The Services provided by the Company comprise the following services:

6.1.1. exchange of crypto-assets for funds;

6.1.2. exchange of funds for crypto-assets;

6.1.3. transfer of crypto-assets on behalf of the Clients;

6.1.4. custody and administration of crypto-assets on behalf of the Clients.

6.2. The Services shall allow the Client to use the Client Portal where the Client’s Account is created to exchange Cryptocurrency for Fiat Currency and Fiat Currency for Cryptocurrency. The Client acknowledges their understanding that Cryptocurrency-to-Cryptocurrency exchanges are not supported by the Company unless otherwise explicitly stated by the Company.

6.3. While providing the exchange services, the Company may also offer the services of the custody and administration of crypto-assets on behalf of the Clients, and the transfer of crypto-assets on behalf of the Clients, as defined under the MiCA.

6.4. The Company shall provide the Services only in those jurisdictions in which it has the right to provide Services, as well as in jurisdictions to which sanctions or other restrictions are not applied. The Services may not be available in certain jurisdictions due to sanctions, regulatory restrictions, market conditions, or the Company's internal risk management policies. The Company reserves the right to change the list of restricted jurisdictions at its sole discretion by providing the Client with such information via the Website, Client Portal, or other means electronically.

6.5. While providing the Services, the Company shall ensure compliance with the Markets in Crypto-Assets Regulation and other Applicable Law governing crypto asset exchanges and related services.

6.6. Nothing stated in these Terms and Conditions should be understood as if the Company provides investment, trading, or tax advice. The Company does not act as an investment advisor, financial planner, or broker. The Company acts solely as a crypto-asset service provider and does not assume any fiduciary duty toward the Client.

 

7. ORDER SUBMISSION AND EXECUTION

7.1. The Order shall be submitted through the Client Portal by filling in all required fields and via email by providing the Order details to the Company for execution. The Company does not guarantee the completion of Orders and reserves the right to refuse to execute the Order at its sole discretion, especially in cases of suspected fraud, market manipulation, or non-compliance with applicable laws, regulations, and/or regulatory standards.

7.2. The information provided in the Order must be accurate and correct. The Company takes no liability for any losses arising from incorrect Order or other related details provided by the Client.

7.3. By submitting the Order, the Client authorizes the Company to take all required actions to properly execute the Order and complete the Transaction, including but not limited to debiting and/or crediting the designated Client’s wallets and/or accounts, depending on the selected Service and payment method and/or instrument. The Client shall always be responsible for ensuring that a sufficient amount of funds or assets is available to complete the Transaction.

7.4. After the Order is submitted, the Company may request additional information and documents supporting the Transaction. If the Client fails to provide requested information and/or documents, or if the Transaction verification process is not completed, the Order may be declined and not processed further, and any pending Orders of the Client may also be canceled.

7.5. The Order shall be executed based on the Exchange Rate displayed in the Client Portal at the time of Order submission, however, which is indicative and subject to fluctuations. The final Exchange Rate is determined at the moment of Order execution based on real-time market data. Transactions executed on the blockchain are processed using the applicable Exchange Rate at the time of execution.

7.6. The Order execution time depends on how fast the Client responds to the Company's request to provide information and documents supporting the submitted Order. Therefore, the Order execution time can last from 1 hour to 7 business days. The Company shall in all cases make every reasonable effort to execute the Order and process the Transaction, including the transfer of the exchanged amount to the Client's designated wallet or account, as fast as possible, taking into account specific circumstances; however, the final execution time may depend on the Client's cooperation.

7.7. The Company will make every reasonable effort to execute the Order and process the Transaction on time, however, the Order may be delayed, suspended, rejected, or canceled due to:

7.7.1. the need to verify the Order and/or Transaction details;

7.7.2. the need to implement compliance-related checks and investigations;

7.7.3. the need to implement the requirements under the Applicable Law;

7.7.4. currency availability, business hours, or other external factors;

7.7.5. a failure of the Client to provide requested information and documents;

7.7.6. fraud or other illegal activities are suspected;

7.7.7. other reasons as per the Company’s internal procedures.

7.8. The Company shall make reasonable efforts to notify the Client of any suspension or other restrictions as provided in Clause 7.7 above, unless providing such notification would be prohibited by the Applicable Law.

7.9. The Client is responsible for verifying the accuracy of all Order details before submission. Once the Order has been processed, any modifications or reversals are not possible. Once the Order is executed, it becomes final and irreversible. The Company shall notify the Client regarding successful or failed Transactions.

7.10. Following the requirements under the Applicable Law or the Company’s policies and procedures, the Company may impose Limits on the amount of Transaction or Transactions completed within 24 hours. The Client acknowledges that exceeding these Limits may result in delays in Order execution or additional verification requests from the Company.

7.11. The Client acknowledges that transferring the Cryptocurrency or Fiat Currency to an account or wallet does not constitute receipt of cleared funds. If a Transaction is reversed or stopped for any reason, the Company reserves the right to debit the Client’s account or recover the reversal amount. The Client must repay any negative balances immediately. Failure to do so constitutes a breach of these Terms and Conditions and may cause suspension or termination of Services.

 

8. CUSTODY AND ADMINISTRATION OF CRYPTO ASSETS

8.1. The Client acknowledges that the Company holds the crypto-assets belonging to them in an individual wallet in the course of providing the exchange services and confirms that ownership of the crypto-assets remains with the Client until the exchange for funds is completed.

8.2. The Company shall be liable to the Client for the loss of any crypto-assets as a result of an incident that is attributable to the Company. Such liability shall be capped at the market value of the lost crypto-asset at the time the loss occurred.

8.3. Notwithstanding Clause 8.2, the Company shall not be liable for losses resulting from:

8.3.1. actions or omissions by the Client;

8.3.2. external events beyond the control of the Company, such as natural disasters or third-party attacks; or

8.3.3. any event in respect of which the Company demonstrates that it occurred independently of the provision of the Services, or independently of the operations of the Company, such as a problem inherent in the operation of the distributed ledger that the Company does not control.

8.4. The company shall not be liable for any changes to the underlying distributed ledger technology or any other event likely to create or modify the Client's rights to their crypto-assets. The Client also acknowledges that they will not be entitled to any crypto-assets or any rights to them newly created on the basis and to the extent of the Client's positions at the time of the occurrence of that change or event.

8.5. The service of the custody and administration of crypto-assets on behalf of the Clients is provided in accordance with the Company’s Custody and Administration Policy. The Company shall make available a summary of the Custody and Administration Policy to the Client upon request in an electronic format.

8.6. The Company shall provide the Client with a statement of the position of the crypto-assets held in the custody and administration service, at least once every three months or upon request, in an electronic format.

 

9. PRICE OF SERVICES AND PAYMENT PROCEDURE

9.1. The Client undertakes to pay a Fee for the Services provided by the Company.

9.2. General information on the Fee structure and other related information is provided in the Description of Commercial Exchange Policy and the Description of the Pricing Policy, which are available on the Company’s Website.

9.3. Information on specific Fees payable by the Client for the Services, as well as other related information, is a part of the Agreement, additionally concluded between the Parties (if any) and/or is provided at the Client Portal.

9.4. The Fee payable by the Client is automatically deducted from the gross amount of the Transaction. An invoice for the Fee paid by the Client is issued only if the Parties agree separately.

9.5. The Company reserves the right to adjust the Fee or Fee structures based on regulatory requirements, market conditions, or cost considerations, by providing the Client with prior notice.

9.6. The Company shall have no responsibility for any fees or charges the Client may incur through the use of a particular payment method or instrument in connection with the Services, however, provided by other financial institutions and/or service providers.

 

10. RIGHTS AND OBLIGATIONS

10.1. The Company shall:

10.1.1. fulfill its obligations assumed under these Terms and Conditions properly, in good faith, in the spirit of cooperation, and on time;

10.1.2. provide Services professionally and carefully, following the provisions of these Terms and Conditions and the Agreement (if any), as well as following the Applicable Law;

10.1.3. take actions as established under the Applicable Law to prevent money laundering and terrorist financing, fraud, as well as implement sanctions;

10.1.4. have a right to request the Client to provide information and documents necessary for the Services provision or implementation of internal policies and procedures, as well as requirements under the Applicable Law;

10.1.5. to report activities of the Client to regulatory authorities or other competent institutions, suspend or terminate the Services, and take all other necessary legal actions, if the Company reasonably suspects that the Client is engaging in illegal activities;

10.1.6. have a right to perform scheduled or unscheduled updates, upgrades, maintenance, or other works to the system or Services, which may cause temporary disruptions to the availability of the Services; the Company shall put its best effort to inform the Client about such works that may significantly impact the Services in advance;

10.1.7. have a right to interact with third-party applications, APIs, software, technology platforms, and other external service providers, payment processors, and banking partners, to facilitate the Services and provide additional functionality;

10.1.8. without violating the Applicable Laws, have a right to share the Client’s data with third-party service providers, regulatory authorities, and external advisors.

10.2. The Company shall also have other rights and obligations as provided in these Terms and Conditions, the Agreement (if any), or Applicable Law.

10.3. The Client shall:

10.3.1. fulfill its obligations assumed under these Terms and Conditions properly, in good faith, in the spirit of cooperation, and on time;

10.3.2. use the Services following the provisions of these Terms and Conditions and the Agreement (if any), as well as following the Applicable Law;

10.3.3. promptly notify the Company if there are any changes in the information provided in the application form, personal information, or legal entity-related information;

10.3.4. provide the Company with the requested information necessary to implement the ‘Know Your Client’ (KYC) and ‘Anti Money Laundering’ (AML) and other procedures under the Applicable Law, and deliver the Services properly;

10.3.5. provide the Company with evidence and/or documents proving the legal basis and/or origin of the Client’s assets;

10.3.6. keep safe all and do not share with any third party the passwords and other credentials that are necessary to log in to the Account and use the Services, to prevent any unauthorized use of the Account;

10.3.7. promptly notify the Company if the passwords and any other credentials that are necessary to log in to the Account were lost, stolen, or otherwise made available to third parties, as well as in cases where the Client believes there has been or will be unauthorized use of the Account;

10.3.8. cooperate with the Company while performing compliance-related investigations, communicating with supervisory authorities, and implementing other actions that are mandatory under the Applicable Law or required by the regulator;

10.3.9. maintain and be solely responsible for an adequate internet connection, device security, and necessary software configurations to access and use the Services;

10.3.10. comply with the Applicable Law and maintain such compliance throughout the term of these Terms and Conditions, and the Agreement (if any);

10.3.11. refrain from the following actions:

 (a) spreading computer viruses and using other measures that might disrupt the operation of the Company’s systems, harm or destroy information, and cause any other damage to the systems, equipment, or information;

(b) any deliberate actions that would disrupt the provision of Services;

(c) using the Services for any illegal activities;

(d) providing false, inaccurate, or misleading information to the Company;

(e) using  anonymizing proxies or other tools to obscure the identity;

(f) engaging in transactions involving jurisdictions that are subject to Sanctions;

(g) facilitating the exchange of funds, digital assets, or services that violate Sanctions;

(h) attempt to evade, circumvent, or otherwise bypass any Sanctions-related restrictions;

(i) performing or engaging in other activities prohibited by these Terms and Conditions, the Agreement (if any), and the Applicable Law.

10.3.12. adhere to the highest standards of conduct, as the Company maintains a zero-tolerance policy towards abusive, offensive, or threatening behavior directed at its employees, executives, or affiliates; any behavior deemed inappropriate or harassing shall constitute a material breach of these Terms and Conditions that may result in a suspension or termination of Services;

10.3.13. be solely responsible for reporting and paying any applicable taxes on revenue generated through the use of Services; the Company shall not be held liable for any tax-related obligations or penalties incurred by the Client.

10.4. The Client shall also have other rights and obligations as provided in these Terms and Conditions, the Agreement (if any), or Applicable Law.

 

11. WARRANTS AND REPRESENTATIONS

11.1. The Client hereby represents and warrants to the Company that:

11.1.1. the Client has the necessary power and authority to enter into, execute, and perform these Terms and Conditions, which constitute a valid and binding obligation of the Client, enforceable against the Client  under its terms;

11.1.2. the Client has taken all legal actions required to properly enter into and give effect to these Terms and Conditions, has obtained all permits and licenses required by Applicable Law (when required), and has all the necessary resources, including financial, required to use or provide the Services;

11.1.3. neither the execution of these Terms and Conditions nor compliance by the Client with the obligations assumed hereunder conflicts with, or results in a breach or violation of any of the terms and provisions of (i) any decision, judgment, order, decree, or introduction of any court, public or municipal authority; (ii) any agreement or any other transaction to which the respective Party is a party; (iii) any law or other regulation applicable to the Parties; (iv) the rights and lawful interests of the creditors or shareholders of the Client;

11.1.4. the Client is not (i) located in any jurisdiction subject to  Sanctions; (ii) a designated individual or entity listed on any restricted parties lists, including the OFAC Specially Designated Nationals (SDN) List, the EU Consolidated Financial Sanctions List, or equivalent Sanctions lists; (iii) facilitating any transactions on behalf of individuals, entities, or jurisdictions subject to Sanctions; (iv) in breach of any Applicable Law regarding the Sanctions when using the Services.

11.2. In the event of a change in any of the above circumstances constituting the Client’s warranty and representation, the Client must immediately inform the Company. Failure to inform the Company of such changes will be deemed to be a breach of these Terms and Conditions, which may result in suspension or termination of Services.

11.3. The Client confirms his understanding that Client Portal and the Services are provided on an ‘as is’ and ‘as available’ basis, without any representations or warranties, express, implied, or statutory. The Company disclaims all implied warranties, including but not limited to warranties of title, merchantability, fitness for a particular purpose, and non-infringement. The Company does not guarantee that:

11.3.1. the Client Portal and Services will be uninterrupted, error-free, or continuously available;

11.3.2. any defects or issues with the Client Portal or Services will be corrected promptly;

11.3.3. any of the information obtained through the Services is accurate, reliable, or complete.

11.4. The Company also makes no representation, warranty, or endorsement regarding any third-party applications, services, or content available via the Client Portal. The Company is not responsible for transactions conducted between the Client and any third-party providers. The Client assumes full responsibility for engaging with such third parties.

 

12. LIABILITY

12.1. The Parties shall abstain from any actions that may cause harm to the other Party and shall fulfill the obligations assumed under these Terms and Conditions properly, in good faith, and on time. Each Party shall be responsible for the proper performance of its obligations under these Terms and Conditions.

12.2. To the maximum extent permitted by the Applicable Law, the Company shall not be liable for:

12.2.1. any failure to fulfill the Client’s instructions due to events beyond the Company’s control, including the Force Majeure Event as provided below;

12.2.2. malfunctions or disruptions in communication networks, internet services, blockchain networks, or other services, systems, and/or software that are beyond the Company’s control;

12.2.3. the Client’s failure to ensure the security of passwords and other login credentials, as well as any unauthorised access to the Account resulting from such failure or the Client’s negligence;

12.2.4. unauthorized access, cyberattacks, phishing attempts, fraudulent activities, or data breaches that are beyond the Company’s control;

12.2.5. a failure of the Client to act on security alerts or notices sent by the Company;

12.2.6. losses due to incorrect or incomplete information provided by the Client;

12.2.7. interruptions, delays, or unavailability of the Client Portal or Services due to scheduled maintenance, works, or technical failures;

12.2.8. disruptions, errors, breaches, delays, and other circumstances and consequences caused by a third party that are beyond the control of the Company;

12.2.9. a failure to fulfill the obligations caused due to the Company’s obligation of fulfilling duties determined by the Applicable Law.

12.3. The Company shall not be liable for any fees, overdrafts, or penalties incurred by the Client due to insufficient funds or unauthorized transactions.

12.4. The Company does not guarantee that the Services or Client Portal will be available at all times without interruption, errors, or delays. The provision of Services and use of the Client Portal may be interrupted due to system updates, maintenance, network issues, or unforeseen circumstances beyond the Company’s control. The Company shall not be liable for any losses or damages resulting from Service interruptions, Client Portal unavailability, or delays in executing the Order and/or processing the Transaction.

12.5. The Company shall only be liable for indemnifying the Client for direct damage caused by the essential breach of these Terms and Conditions made by the Company. The Company shall not be liable to the Client for any indirect or consequential loss, including any loss of profits, revenue, or business.

12.6. The total amount of compensation for damages caused by the Company shall be limited to the amount of the Fee paid by the Client to the Company in the particular month in which the damage was caused. If multiple months are involved, the Company’s liability will be capped at the lowest monthly Fee amount. However, the total amount of compensation for damages caused by the Company per year shall not exceed the average amount of the Fee paid by the Client to the Company for the Services during the last 6 (six) months.

12.7. The Client agrees to indemnify, defend, and hold harmless the Company, its shareholders, affiliates, directors, employees, and other related persons from any claims, demands, liabilities, damages, expenses, or costs (including legal fees) arising from (i) the Client’s breach of these Terms and Conditions; (ii) the Client’s misuse of the Account, Client Portal or Services; (iii) any violation of the Applicable Laws, or third-party rights made by the Client; and/or (iv) the Transactions conducted by the Client that result in legal disputes, fraudulent activity, or regulatory scrutiny. The Client also agrees to release the Company, its affiliates, directors, employees, and other related persons from any claims, losses, or damages arising from (i) disputes between the two or more Company’s Client, or between the Clients and third parties; (ii) financial losses incurred due to market fluctuations, technical failures, or regulatory changes; (iii) suspension or termination of the Service due to reasons established by these Terms and Conditions.

12.8. The Company shall also not be liable for failure or delay in performing its obligations due to a Force Majeure Event, including, but not limited to:

12.8.1. natural disasters, earthquakes, floods, fires, or other acts of God;

12.8.2. wars, armed conflicts, terrorism, or civil unrest;

12.8.3. government actions, sanctions, or regulatory changes impacting service availability;

12.8.4. cyberattacks, system failures, blockchain disruptions, power outages;

12.8.5. other circumstances that are beyond the Company’s control.

12.9. By using the Services, the Client acknowledge and confirm that the Company shall not be held responsible for any losses arising from Force Majeure Events and that no claims may be made against the Company in connection with such occurrences.

 

13. SAFEKEEPING POLICY

13.1. The Company is committed to segregating and safeguarding the Client’s funds and assets while providing the Services. Therefore, funds and assets of the Clients shall always be held separately from the Company’s funds and assets.

13.2. Detailed information on the arrangements and measures to properly implement the principles of segregation and safekeeping is provided in the Description of the Safekeeping of the Clients’ Crypto-Assets and Funds Policy, which is available on the Company's Website.

 

14. COMPLAINTS HANDLING PROCEDURE

14.1. The Client may submit a complaint to the Company by filing a template available at the Website or in free form and sending it to the Company in electronic form via email info@fincryptou.com, or in paper form – by mail to the Company's registered office address: Lvivo st. 21A, LT-09309Vilnius, Lithuania.

14.2. A written complaint will be examined by the Company not later than 15 (fifteen) business days from its receipt. In exceptional cases, due to reasons beyond the Company’s will and control, the examination of the Complaint may take longer, however, it cannot exceed 35 (thirty-five) business days from receipt of the Complaint.

14.3. If the Client, who is a consumer, is not satisfied with the Company’s decision after examining a complaint, the Client has the right to use other legal remedies to protect their rights and submit a claim to the Bank of Lithuania.

14.4. More information about the complaints handling procedure and applicable requirements can be found in the Description of the Complaints Handling Procedure available on the Company’s Website.

 

15. GOVERNING LAW AND DISPUTES

15.1. These Terms and Conditions shall be governed by and construed in accordance with the laws of the Republic of Lithuania.

15.2. The Company aims to settle all disputes with the Client amicably, promptly, and in the spirit of cooperation by both Parties. Therefore, in case of any dissatisfaction of the Client, the Client is encouraged to first address the Company directly by submitting a complaint following the Description of the Complaints Handling Procedure available on the Company’s Website.

15.3. If the Parties fail to settle a dispute amicably or in other extrajudicial methods of dispute resolution, the dispute shall be referred to the Vilnius Court of Commercial Arbitration as set forth below.

15.4. The arbitration tribunal shall consist of a sole arbitrator, and the arbitration shall be conducted in the English language, unless the Client is natively Lithuanian-speaking or has Lithuanian-speaking representatives - in such a case, the arbitration shall be conducted in the Lithuanian language. The arbitrator shall have the authority to grant the same remedies as a court, including compensation of attorney fees. The arbitrator’s decision shall be final, binding, and enforceable.

15.5. An arbitration claim must be initiated within 1 (one) year from the date the complaining Party first became aware or should have become aware of the cause of action. Any claim not asserted within this timeframe shall be deemed waived.

15.6. To the maximum extent permitted under Applicable Law, the Parties agree that any claims shall be brought only in an individual capacity. Neither Party may act as a plaintiff or class member in a class action, collective action, or representative proceeding. The arbitrator shall not have the authority to consolidate claims from multiple parties or preside over any class, consolidated, or representative action. The arbitrator may only award relief that directly benefits the individual Party bringing the claim.

15.7. The Parties agree to maintain strict confidentiality regarding any disputes, legal demands, and/or arbitration proceedings arising from these Terms and Conditions or the Services provided. This confidentiality obligation extends to all affiliates, agents, employees, and other related persons of the Parties.

 

16. INTELLECTUAL PROPERTY RIGHTS

16.1. Nothing stated in these Terms and Conditions shall be construed as an assignment or transfer of any existing intellectual property rights of whatsoever nature by either Party. Each Party owns and will continue to own its respective rights, title, and interests in all such intellectual property unless agreed otherwise in writing.

16.2. The Company grants the Client a royalty-free, fully paid, non-exclusive, and irrevocable right to use the Client Portal during the validity of these Terms and Conditions. The Client shall not have the right to sub-license such rights to any third party. Any unauthorized use, modification, or distribution of Client Portal, the Company’s software, trademarks, or proprietary content is strictly prohibited.

16.3. The property rights to the Client Portal and supporting software shall remain vested in the Company. Nothing in these Terms and Conditions shall transfer such rights to the Client.

 

17. CONFIDENTIALITY

17.1. Any personal, technical, or information of commercial value and other information that is not available publicly (hereinafter referred to as - Confidential Information), received during the Services provision and performance of these Terms and Conditions, shall be deemed confidential and shall be solely provided for the benefit of the Parties.

17.2. The Parties shall not disclose, mention in public, or make available the Confidential Information either partially or in full to any third party during the term of these Terms and Conditions and thereafter for an indefinite period unless required by Applicable Law, or with the prior written consent of the disclosing Party in each specific case.

17.3. The following information shall not be deemed as Confidential Information:

17.3.1. information that is in the public domain;

17.3.2. information that becomes generally available to the public other than through the breach of these Terms and Conditions;

17.3.3. information that was lawfully obtained by the Party before the conclusion of these Terms and Conditions;

17.3.4. information that was lawfully obtained from a third party, not under any confidentiality obligation;

17.3.5. information that was independently acquired by the Party by lawful means (e.g. created, developed, investigated, etc.).

17.4. The Parties shall take all reasonable steps and measures to protect the Confidential Information from any unauthorized use or disclosure.

 

18. PERSONAL DATA

18.1. The Company shall process all personal data received during the performance of these Terms and Conditions following the requirements of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation), and other Applicable Laws regulating the processing of personal data and privacy protection.

18.2. The processing of personal data is governed by the Privacy Policy, which is available on the Website, and forms an integral part of these Terms and Conditions.

18.3. By accepting the Terms and Conditions and using the Services, the Client acknowledges that they have read, understood, and accepted the Privacy Policy.

 

19. SECURITY

19.1. The Company implements appropriate technical and organizational security measures to ensure the confidentiality, integrity, and availability of the Client Portal and supporting ICT (information and communication technology) systems. These measures include, but are not limited to: multi-factor authentication (hereinafter also referred to as - the MFA), encryption of data in transit and at rest, Role-Based Access Control, continuous system monitoring, access logging, and regular testing of security controls.

19.2. The Client is solely responsible for maintaining the confidentiality and security of their login credentials and authentication methods. The Client shall not disclose or share their passwords or MFA devices with any third party and must ensure secure storage and handling of all access credentials. The Client is also expected to implement appropriate security controls on their own devices and networks, including anti-malware tools and secure internet connections, and to regularly update their passwords and enable MFA if available.

19.3. The Client must remain vigilant against threats such as phishing, spoofing, and other forms of social engineering. The Client is obliged to promptly report any suspicious messages, login attempts, or communication impersonating the Company, avoid engaging with unverified links, and verify the authenticity of any requests related to their Account.

19.4. The Client is obliged to:

19.4.1. report any suspicious emails, messages, or phishing attempts impersonating the Company;

19.4.2. avoid clicking on links from unknown or unverified sources;

19.4.3. verify the authenticity of communications from the Company.

19.5. The Client shall not:

19.5.1. introduce viruses, trojans, worms, logic bombs, or other harmful materials;

19.5.2. attempt unauthorized access to the Account, Company servers, or databases;

19.5.3. engage in distributed denial-of-service (DDoS) attacks or any other malicious activities;

19.5.4. attempt to bypass security measures or tamper with the Account or the Client Portal.

19.6. In the event of a security breach, the Company reserves the right to:

19.6.1. suspend or terminate the Client’s access to the Services;

19.6.2. report a security breach to the relevant law enforcement authorities;

16.9.3. initiate legal proceedings to recover damages incurred due to the Client’s security violations, negligence, or non-compliance with security protocols;

19.6.4. seek compensation for financial or reputational losses resulting from a security breach, including costs related to data recovery, system restoration, or third-party claims;

19.6.5. conduct an internal or third-party forensic investigation to assess a security breach's impact and determine whether additional security measures or compliance actions are necessary.

19.7. While the Company applies state-of-the-art security measures, it does not guarantee that the Client Portal is entirely free of vulnerabilities or threats. The Client acknowledges and accepts residual risks associated with the use of digital systems and remains responsible for exercising proper security hygiene on their side.

 

20. RISKS

20.1. There are a number of risks associated with Cryptocurrencies. The Client acknowledges and understands that by accepting these Terms and Conditions and using the Services, the Client accepts these risks. Therefore, the Client undertakes to evaluate these risks before using the Services. If the Client is unsure about the risks involved, then the Client should not enter into these Terms and Conditions and should not use the Services.

20.2. Cryptocurrencies are highly volatile assets, and their value may fluctuate rapidly. The Company does not provide any financial guarantees regarding the value or stability of any Cryptocurrencies. Therefore, the Company is not responsible for any Client’s losses due to market price changes and and the Client accept the risks associated with cryptocurrency-related transactions.

20.3. After the Order is submitted and starts to be executed, the Exchange Rate may change during the execution. The Company shall not be responsible for such changes in Exchange Rate, and by accepting these Terms and Conditions, the Client expressly and irrevocably agrees that the Company is not responsible for the change of the Exchange Rate between the time the Order is being executed and the time the Transaction is completed.

20.4. Fiat Currency transactions may experience delays in processing by banks or payment service providers. Transfers may remain unconfirmed for a certain period, during which the Client may not access the funds. The Company is not responsible for any such delays and damages caused by third-party financial institutions.

20.5. Cryptocurrencies operate on decentralized networks and may be subject to risks such as (i) unexpected software changes, forks, or disruptions in blockchain networks; (ii) increased government regulations or legal restrictions on Cryptocurrency transactions; cybersecurity threats, hacking, and other unauthorized access; (iv) irreversible nature of Cryptocurrency transactions, making recovery difficult in case of loss. The Company is not responsible for any of these circumstances that are beyond the Company’s control.

20.6. The Client acknowledges that there may be other risks associated with cryptocurrency-related transactions and arrangements that are not explicitly mentioned in these Terms and Conditions. The Client agrees to conduct independent due diligence before engaging in any transactions in each particular case and takes full responsibility in this regard.

 

21. COMMUNICATION

21.1. The Client agrees that all communication from the Company shall be provided electronically via the email address registered with the Account and/or provided in the Agreement (if any). The client is solely responsible for providing an accurate, functional, and regularly monitored email address. The Company shall not be liable for any loss or inconvenience resulting from the Client’s failure to receive communications due to an outdated or inaccessible email address.

21.2. All notices and other communications under or in connection with the Services shall be in writing and shall be considered duly served on the following business day if sent by email.

21.3. The feedback, questions, notices, or requests concerning the Services shall be sent to the following email address of the Company: info@fincryptou.com.

21.4. By providing feedback, the Client grants the right for the Company to use such feedback at its discretion, including public sharing on the Company's Website, social networks or in any other way.

 

22. AMENDMENTS

22.1. The Company reserves the right to change, amend, modify, or waive any provision of these Terms and Conditions at its sole discretion. Such changes may be made for any reason, including but not limited to compliance with Applicable Law, regulatory requirements, security standards, or improvements to the Services.

22.2. In case of significant changes to these Terms and Conditions, including those that may affect the Client’s rights and obligations, the Company will provide the Client with a 60-day prior notice.

22.3. In case of non-significant changes to the Terms and Conditions such as (i) style and grammar corrections, paraphrasing and moving a sentence, a clause for the sake of better understanding, or (ii) other changes which do not reduce or limit the rights of the Client and do not increase the liability of the Client, the Company will not provide any prior notice to the Client.

22.4. The updated Terms and Conditions will be made available on the Website both in English and the Lithuanian language. 

22.5. The Client is responsible for reviewing the Terms and Conditions regularly to stay informed of any updates. Failure to review the amended Terms and Conditions does not exempt the Client from an obligation to comply with them.

22.6. The Client has no right to unilaterally change and/or amend the Terms and Conditions.

22.7. Information displayed on the Client Portal may also be subject to periodic updates, amendments, or modifications made by the Company without prior notice. It is the Client’s sole responsibility to verify any information displayed in the Client Portal before making any decisions based on it or using the Services.

 

23. SUSPENSION AND TERMINATION

23.1. The Parties have the right to unilaterally terminate these Terms and Conditions without appealing to the court by notifying the other Party in writing 30 (thirty) calendar days in advance. Termination according to this clause can be done in the absence of a violation of the Terms and Conditions, i.e., the Parties terminating the Terms and Conditions as per this clause have a right not to indicate any of the reasons for such termination.

23.2. The Company has the right to suspend the provision of the Services in full or in part immediately upon written notice to the Client if:

23.2.1. the Client fails to provide sufficient information and/or documents requested by the Company as set out in Clauses 4.1, 4.2, 9.3.4, and/or 9.3.5 of these Terms and Conditions or provides information and/or documents that are not sufficient, does not comply with the Applicable Law, or there are reasonable doubts whether the information and/or documents provided by the Client are true, accurate and complete;

23.2.2. the Client engages in prohibited activities set out in Clauses 5.3 and/or 9.3.11 of these Terms and Conditions;

23.2.3. the Client fails to comply with clause 7.10 of these Terms and Conditions;

23.2.4. the Company reasonably suspects that the Client is engaging in illegal activities;

23.2.5. the Client fails to comply with Clause 18.5 of these Terms and Conditions;

23.2.6. the Client’s business risk level can no longer be considered acceptable to the Company;

23.2.7. the Client breaches any of the Applicable Law requirements;

23.2.8. the Client has outstanding claims, unpaid fees, penalties, or any other charges due to the Company;

23.2.9. the Client’s place of business (when applicable) changes, and the Company does not provide the Services in this area;

23.2.10. in the Company’s reasonable opinion, further maintaining business relationships with the Client exposes the Company to risk, including but not limited to compliance, operational, reputational, and/or money laundering or terrorist financing risks;

23.2.11. the Client is or has engaged in conduct that exposes the Company to the potential fines or penalties imposed under the Applicable Law;

23.2.12. the Company is required to do so by the Applicable Law or regulatory authorities;

23.2.13. the Client or persons related to the Client and/or any managers, employees, representatives, UBO are:

(a) listed on any Sanctions lists or targeted by Sanctions;

(b) located in or incorporated under the laws of the country or territory that is the target of Sanctions;

(c) subject to a complaint, claim, inspection, or investigation related to Sanctions;

(d) directly or indirectly owned or controlled by, or acting on behalf of, at the discretion of, for the benefit of, a person referred to in (a) above and/or to the extent relevant under (b) and (c) above;

23.2.14. the Company has concerns about the Client’s solvency and financial abilities to implement their obligations under these Terms and Conditions, or the Client is subject to insolvency, bankruptcy, liquidation, or similar financial distress;

23.2.15. the Client is in any other breach of its obligations under or arising out of these Terms and Conditions;

23.2.16. in other cases indicated in these Terms and Conditions and/or Applicable Law.

23.3. If the Client fails to remedy the circumstances and breaches indicated in Clause 23.2 above within 5 (five) business days of receiving a notice from the Company requiring them to do so, the Company has the right to terminate the Services and the business relationship with the Client with immediate effect. Where a remedy for breaches is not possible because of the nature of the breaches, the Services and the business relationship may be terminated with immediate effect after the breaches indicated in Clause 23.2 are identified.

23.4. Upon suspension or termination of the Services, the Company shall not be liable for any losses incurred by the Client due to such suspension or termination.

23.5. In cases where there is an Agreement between the Parties also concluded, in case of termination of such an Agreement, these Terms and Conditions automatically become invalid upon termination of the Agreement.

23.6. Upon termination of the contractual relationship with the Client, the Client's Account is also closed.

23.7. The rights and obligations which in their essence remain valid even after the termination of the contractual relationship (naturally survive the termination) or which are indicated to be valid after the end of these Terms and Conditions, shall remain in effect even after the termination of these Terms and Conditions.

23.8. Termination of the Terms and Conditions does not exempt the Client from the appropriate execution of all liabilities to the Company that were applicable to the Client before the termination.

 

24. FINAL PROVISIONS

24.1. These Terms and Conditions, including the Agreement (where concluded) and all referenced annexes, schedules, policies, and procedures constitute the entire agreement between the Client and the Company governing the provision and use of the Services, and it shall supersede all prior agreements, discussions, or understandings, whether written or oral, relating to the subject matter herein.

24.2. These Terms and Conditions shall come into force and become legally binding to the Parties from the date of acceptance by the Client and shall be valid throughout the entire term of the Services provision until terminated.

24.3. These Terms and Conditions may be translated into multiple languages for convenience; however, the language in which these Terms and Conditions were approved by the Client shall prevail in case of any discrepancies or conflicts.

24.4. If any provision of these Terms and Conditions is found to be invalid or unenforceable under the Applicable Law, such provision shall be deemed ineffective only to the extent necessary without affecting the enforceability of the remaining provisions.

24.5. The Company’s failure to enforce any provision, exercise a right, or require strict compliance with these Terms and Conditions shall not be construed as a waiver of such rights or provisions in future instances.

24.6. The Client and the Company acknowledge that they are independent contractors. These Terms and Conditions do not create a joint venture, partnership, employment, or fiduciary relationship between the Parties. The Client is not authorized to act on behalf of the Company or bind it to any obligations.

24.7. The Company reserves the right to transfer or assign its rights and obligations under these Terms and Conditions in the event of a merger, acquisition, sale, or other change of control. The Client may not transfer their rights or obligations under these Terms and Conditions without the prior written consent of the Company. Any unauthorized transfer shall be considered null and void.

24.8. The Client confirms that they have read, understood, and accepted these Terms and Conditions to the full extent. The Client further acknowledges that they have independently assessed their rights, obligations, and any associated risks before entering into these Terms and Conditions and starting to use the Services.