Lansdowne Payments
SPÓŁKA Z OGRANICZONĄ ODPOWIEDZIALNOŚCIĄ
ACCEPTANCE OF THE TERMS
These Terms of Service (the “Terms”) set out the terms and conditions under which Lansdowne Payments Sp. z o. o. Will provide you (“Customer”, “you” or “your” as appropriate) with Services (the “Services”) which involve Virtual Currencies (“Virtual Currency” or “Virtual Currencies”).
Lansdowne Payments Sp. z o. o is a company registered in the Republic of Poland with its registered address in Hoża 86/210, 00-682 Warsaw, Poland registered in the Register of Entrepreneurs of the National Court Register under the KRS number: 0001135421, with the Tax Identification Number 7011229997. Lansdowne Payments registered in Poland as a virtual currency service provider and entered into the register of activities in the field of virtual currencies on 8.11.2024 under registration number RDWW-1604. By using our Services, you agree to be bound by these Terms.
IDENTIFIED PRINCIPAL AND YOUR ACCOUNT
You alone will be treated as our Customer. For a body corporate, we shall treat the body corporate as the Customer and accept instructions from the directors, unless we have a third-party power of attorney where we will treat the attorney as our Customer.
You must set up and maintain an Account to use the Service and submit orders (an “Account”). Your eligibility to use our Services will be assessed on a case-by-case basis subject to you meeting our compliance requirements.
THE SERVICES
5. We will provide general broker/dealing Services in Virtual Currencies. Virtual Currency means a cryptographically secured digital representation of value or contractual rights that uses a form of distributed ledger technology and can be transferred, stored or traded electronically. Additionally, Virtual Currency is not:
a. legal tender issued by National Bank of Poland, foreign central banks or other public administration bodies;
b. an international unit of account established by an international organisation and accepted by individual countries belonging to this organisation or cooperating with it;
c. electronic money within the meaning of the Act of 19 August 2011 on Payment Services;
d. a financial instrument within the meaning of the Act of 29 July 2005 on Trading in Financial Instruments;
e. a promissory note or a cheque, and which is exchangeable in business transactions to legal tender and accepted as the means of exchange as well as can be electronically stored or transferred, or can be subject to electronic trade.
EXECUTION OF ORDERS
You acknowledge that we reserve the right to decline any order for any reason not limited to the breach of the Terms. In such case, you will be notified, and a reason is given for such declining.
Lansdowne Payments shall not execute any transaction on your behalf unless you have paid to us (or to any other person we may direct) a sufficient amount of fiat or Virtual Currency to cover any transaction(s), our fees and charges and/or any costs in connection to Services that we provide to you. For the avoidance of doubt. Sufficient amount refers to the necessary funds required to cover any transaction(s), our fees and charges and/or any costs in connection to Services that we provide to you
Irrespective of the time at which (or medium by which) you place an order, you agree to pay or receive the price at the time the associated transaction is executed.
Any instruction to buy or sell Virtual Currencies through us forms an irrevocable commitment to you to buy and sell those Virtual Currencies in accordance with your instructions. Upon your instruction, we may initiate amendment, reversal or cancellation of transaction.
A “business day” means calendar day excluding Saturday, Sunday and legal holidays in the United Kingdom.
EXECUTION OF ORDERS
By agreeing to these Terms, you appoint Lansdowne Payments as your primary Custodian with the authority to provide settlement and safe custody associated Services to you pursuant to the Terms. The terms on which these Services will be provided are summarized below.
You agree that Lansdowne Payments is authorized to appoint any nominees, agents or sub custodians, whether in its own name to perform any of the duties of the Custodian under these Terms. You will be notified prior to Lansdowne Payments entering any new outsourcing arrangement involving our custodianship Services subject to it affecting the Services that we provide to you. Should you, following the notification, not wish to continue with our Services, you are entitled to immediate termination.
Beneficial titles of Virtual Currencies that you hold with us shall always remain with you.
However, their legal title will likely be held under the name of our nominee account or that of any of Lansdowne Payments appointed Custodians as may be appointed. We will not lend Virtual Currencies belonging to you and held by us, or on our behalf, to any third party nor shall we borrow on your behalf against the security of those Virtual Currencies unless you have expressly agreed this with us.
You agree that we have the authority Virtual Currencies from your Account to meet your settlement.
Advanced Protocols and Forks
17. Unless specifically announced on our website or through some other official public statement of Lansdowne Payments, we do not support side chains, metacoins, coloured coins, or other derivative, enhanced, or forked protocols, tokens, or coins which supplement or interact with a Virtual Currency supported by Lansdowne Payments (collectively, “Advanced Protocols”). You agree not to use your Account to attempt to receive, request, send, store, or engage in any other type of transaction involving an Advanced Protocol. Our systems are not configured to detect and/or secure Advanced Protocol transactions and Lansdowne Payments assumes absolutely no responsibility whatsoever in respect to Advanced Protocols.
PROHIBITED ACTIVTIES
18. Lansdowne Payments prohibits its Customers to engage in the following categories of activity (“Prohibited Activities”). Therefore, by agreeing to these Terms you confirm that you will not use your Account to do any of the following:
a. Violate or assist any party in violating any law, statute, ordinance, regulation or any rule of any self-regulatory or similar organization of which you are or are required to be a member;
b. Partake in a transaction which involves the proceeds of any unlawful activity;
c. Defraud or attempt to defraud us or our Customers;
d. Infringe our intellectual property;
e. Provide false, inaccurate or misleading information to us;
f. Take any action that imposes an unreasonable or disproportionately large load on our infrastructure, or detrimentally interfere with, intercept, or expropriate any system, data, or information Publish, distribute or disseminate any unlawful material or information;
g. Knowingly transmit or upload any viruses, Trojan horses, worms, or any other malicious programs;
h. Transfer any rights granted to you by us to another party unless by operation of law or with the express permission of Lansdowne Payments; and
i. Knowingly Compromise accounts, computer systems or networks associated with us.
OUR FINANCIAL CRIME PREVENTION OBLIGATIONS
19. Each of the Parties maintains policies and procedures designed to prevent financial crime including but not limited to money laundering, terrorism financing, fraud or other acts punishable by law (Financial Crime Prevention Obligations), bribery and corruption by such party and its directors, officers or employees; and to the best of the respective party’s knowledge, neither the party nor and director, officer or employee of such party has engaged in any activity or conduct which would violate anti anti-bribery or anti-corruption law or regulation applicable to the respective party.
20. Consequently, we will need to make certain enquiries and to obtain information from you for this purpose. At any point during our entire relationship with us we may ask you to provide us, when possible, with information and documents relating to your source of funds and/or source of wealth. While providing this information you declare and affirm to us that such assets introduced to us by you will be from legitimate sources which are not linked and/or derived from criminal origin.
21. We warrant that we have complied and will continue to comply on a continuous basis with all valid and Applicable laws, regulatory requirements and guidelines in force in any relevant jurisdiction. We shall not carry out any unlicensed activity in any countries, states, provinces, territories or other geographical and/or governmental areas and shall comply with the applicable regulatory terms and conditions in carrying out its business and its use of the software as provided hereby in terms of Applicable law, guideline and/or regulation.
RECORD RETENTION
We will only retain your Personal Information for as long as it is necessary to fulfill the purposes for which we collected it, including for the purposes of satisfying our obligations under Applicable laws.
We will cease to retain your Personal Information or remove the means by which the data can be associated with you, as soon as it is reasonable to assume that such retention no longer serves the purpose for which the personal data was collected and is not necessary for legal or business purposes.
DATA PROTECTION
24. By agreeing to the Terms you understand and agree that any and all Personal Information (as defined under Regulation (EU) 2016/679 (“GDPR”)) that we may need to process to provide you with our Services will be processed in accordance with our Privacy Policy, which sets out our data processing procedures in line with all applicable data protection laws, including General Data Protection Regulations No. 2016/679 (“GDPR”) and Poland’s Act of 10 May 2018 on the Protection of Personal Data (‘the Act’). We may also use your Personal information to send you marketing communications.
Confidentiality
Confidential Information means the subject matter and content of these Terms and includes but is not limited to all confidential or proprietary information in oral, written, graphic, electronic or other form including, but not limited to, past, present and future business, confidential product planning information, product specifications, financial and commercial information, business concepts, prices and pricing methods, marketing and customer information, financial forecasts and projections, technical data and information, formulae, analyses, trade secrets, ideas, methods, processes, know-how, computer programs, products, equipment, product road maps, designs, data sheets, schematics, configurations, specifications, techniques, photographs, correspondence and any other data or information made available by you to us; but excludes information which (a) becomes public domain without direct or indirect fault on Receiving Party’s part as can be substantiated by written records; (b) is previously known to Receiving Party without an obligation to keep it confidential, as can be substantiated by written records; or (c) is required to be disclosed pursuant to law, regulation, judicial or administrative order, or request by a governmental or other entity authorized by law to make such request or if so requested by a Bank in executing its obligations in relation to these Terms.
Disclosure of the Confidential Information to Receiving Party shall in no way serve to create, a license to use, or any right in, the Confidential Information or in any other proprietary product, trademark, copyright, patent or other right.
Receiving Party hereby covenants and warrants that the Disclosing Party’s Confidential Information shall be protected, kept and treated by Receiving Party in strict confidence and Receiving Party shall apply a degree of care similar to the degree of care applied by Receiving Party in relation to Receiving Party’s own confidential information and data of a confidential nature provided that such degree of care shall in any way comply with applicable standard of reasonableness.
Upon the termination and/or expiration of this Agreement for any reason and/or at the Disclosing Party’s request, the Receiving Party shall:
(i) return to Disclosing Party any document or other material in any form in its possession relating to the Disclosing Confidential Information;
and/or
(ii) destroy any document or other material in any form that contains the Confidential Information; and certify to
Disclosing Party such return and/or destruction.
29. Receiving Party acknowledges that a breach of these confidentiality provisions may cause Disclosing Party extensive and irreparable harm and damage and agrees that Disclosing Party shall be entitled to injunctive relief to prevent use or disclosure of the Disclosing Party’s Confidential Information, in addition to any other remedy available to Disclosing Party under Applicable Law. For the avoidance of doubt, Applicable law refers to all legislation, including Data Protection Law, payment services, know-your-customer, prevention of money laundering and terrorism financing and marketing, rules, regulations, directions and recommendations or any other similar provisions, issued by a Competent Authority, which are applicable to a Party or a bank and to the extent to which they relate to any aspect of that Party’s obligations under these Terms.
TAXATION
Unless otherwise informed, you are solely responsible for determining whether your use of the Services will give rise to any tax implications on your part.
You are also solely responsible for withholding, collecting, reporting, paying, settling and/or remitting any and all taxes to the appropriate tax authorities in such jurisdiction(s) in which you may be liable to pay tax. We shall not be responsible for withholding, collecting, reporting, paying, settling and/or remitting any taxes (including, but not limited to, any income, capital gains, sales, value added or similar tax) which may arise from your activities, including in relation to Virtual Currencies, under or in connection with these Terms.
SUSPENSION OR TERMINATION OF THESE TERMS OF SERVICE
32. These Terms are concluded for an indefinite period of time and shall enter into force from the date that your application for the account is accepted by us upon notification via email.
Both Parties may at any time terminate these Terms without notice if:
a. any Party breaches any provision of these Terms or documents referred in these Terms
or is in breach of any applicable, contractual, regulatory and/or legal provision;
b. any Party is requested or directed to do so by any competent court of law, regulatory authority, , or law enforcement agency;
c. any Party has reason to believe that the other party is in breach of any Applicable law or regulation; or
d. any Party has reason to believe that the other Party is involved in any fraudulent activity, money laundering, terrorism financing or other criminal or illegal activity.
e. any Party cannot complete Due Diligence or the results of Due Diligence are deemed as unsatisfactory for the other Party
You may terminate in case we transfer our responsibilities to another third-party provider in violation of these Terms.
We may suspend your Account or restrict its functionality if it is proven that such activity would incur harm and/or damage in regards of the security of your Account, suspected unauthorised or fraudulent use of your Account. We will give you notice of any suspension or restriction and the reasons for such suspension or restriction as soon as we can and without undue delay before the suspension or restriction is put in place. We will lift the suspension and/or the restriction as soon as practicable and not later than 48 hours after the reasons for the suspension and/or restriction have ceased to exist. At our sole discretion, we may suspend, restrict or close your Account provided we give a reason for such.
On termination for any reason all rights granted to any party in connection with these Terms shall cease.
At the time of termination of business relationship with you, if you still have Virtual Currency in your Account, you must redeem or transfer this within the notice period communicated to you. Upon being provided with a written notice, you agree to provide us with a public wallet address as soon as is reasonably practicable so that we may return to you the Virtual Currencies held on your behalf. Each Party may terminate these Terms without cause and liability by providing 30 days written notice to the other Party. Both Parties shall use their best endeavors to ensure an orderly transfer of responsibilities by upon notification in writing for this purpose.
You may terminate in case we transfer our responsibilities to another third-party provider in violation of these Terms.
We may suspend your Account or restrict its functionality if it is proven that such activity would incur harm and/or damage in regards of the security of your Account, suspected unauthorised or fraudulent use of your Account. We will give you notice of any suspension or restriction and the reasons for such suspension or restriction as soon as we can and without undue delay before the suspension or restriction is put in place. We will lift the suspension and/or the restriction as soon as practicable and not later than 48 hours after the reasons for the suspension and/or restriction have ceased to exist. At our sole discretion, we may suspend, restrict or close your Account provided we give a reason for such.
On termination for any reason all rights granted to any party in connection with these Terms shall cease.
At the time of termination of business relationship with you, if you still have Virtual Currency in your Account, you must redeem or transfer this within the notice period communicated to you. Upon being provided with a written notice, you agree to provide us with a public wallet address as soon as is reasonably practicable so that we may return to you the Virtual Currencies held on your behalf. Each Party may terminate these Terms without cause and liability by providing 30 days written notice to the other Party. Both Parties shall use their best endeavors to ensure an orderly transfer of responsibilities by upon notification in writing for this purpose.
FORCE MAJEURE
37. Force Majeure is defined as any cause or condition beyond reasonable control, including but not limited to any delay or failure due to any acts of God, civil or military authorities, terrorists, civil disturbance, war, strike or other industrial dispute, fire, change of law or change in sanctions policy, interruption in telecommunications or Internet Services or network provider Services, failure of equipment and/or software, other catastrophe or any other occurrence which is beyond our reasonable control. Neither Party will have liability towards the other Party for any Services under these Terms for a period coinciding with this event. If the latter situation persists for more than three (3) months, both Parties have the right to terminate these Terms.
LIABILITY AND INDEMNITY
Lansdowne Payments in no event shall be liable to you or anyone else for any loss or injury resulting from any indirect or consequential losses, including, but not limited to, circumstances in which it is proven that, negligence or contingencies was beyond our control in procuring, compiling, interpreting, computing, exporting, or delivering our Services. In no event shall we be liable to you or anyone else for any decision made or action taken by you in reliance on, or in connection with your use of our Services.
Lansdowne Payments maximum annual aggregate liability (whether the liability arises in contract, tort (including negligence and breach of statutory duty howsoever arising), misrepresentation, restitution under an indemnity or otherwise, arising in connection with the performance of the Terms shall not exceed EUR 50,000 in a calendar year.
Each Party agrees to indemnify the other Party and hold the latter Party harmless from any claim or demand (including attorneys’ fees and any fines, fees or penalties imposed by any regulatory authority) arising out of a violation of any law, rule or regulation. Indemnification of fines, penalties and costs are only to the extent that such fines, penalties and costs arose directly due to any material breach of, or non- compliance by the Party with Applicable laws, regulations or rules related to the provision of Services.
Furthermore, we shall defend, save, hold harmless and indemnify you against (a) all claims, suits, actions, losses, damages, liabilities, costs and expenses of any nature whatsoever arising out or relating to the disclosure or use of confidential information pursuant to clause 25 and (b)all claims, suits, actions, losses, damages, liabilities, costs and expenses of any
nature whatsoever arising out or relating to a breach of a third party.
Neither Party excludes or limits its liability (if any) to the other:
i) for personal injury or death caused by its negligence or by a person for whom it is vicariously liable;
ii) fraud or fraudulent misrepresentation;
iii) for a deliberate or repudiatory breach by that Party;
iv) for any breach of the confidentiality or intellectual property provisions in these
Terms; or
vi) for any matter for which it would be illegal to exclude or limit or to attempt to exclude or limit its liability.
MISCELLANEOUS
Security
43. It is your responsibility to have secure access to the internet. You must not disclose your Account credentials to any other party and you must take all appropriate measures to prevent any third party gaining access to your Account. You agree to put in place and maintain appropriate security arrangements for this purpose. If you become aware that any of these details have been disclosed, you must make no further use of your Account and notify us immediately. Until this notification is received you are responsible for any instructions purportedly placed by you accompanied by your Account and we will be entitled to treat such instructions as authentic.
Due Diligence
44. You acknowledge and agree that we may at any time during the term of these Terms also conduct due diligence on your end, in order to meet compliance and regulatory requirements binding us, with the aim mainly to confirm that you hold the required authorizations and permits in the relevant jurisdiction. You shall allow our authorized persons, included but not limited to our compliance and internal audit departments, an unlimited access to your data, and you shall allow our and/or our external auditor/s full and unrestricted rights of inspection and auditing of such data.
Advertising & Publication
45. You understand and agree that neither these Terms nor our business relationship shall be publicized by you. We warrant not to share the details of our business relationship with you with any third-party unless required by law.
Copyright
46. We are the owner or the licensee of all copyright and intellectual property rights that exist in connection with our website (including any content on our website) and our Services. You have the right to use any of these materials only for the purpose of using our Services. Any other use is expressly prohibited. You may not copy, imitate, or use our trademarks, trading names or logos without our prior written consent.
MISCELLANEOUS
47. The term of this Terms of Service will commence upon it is signed by the Customer and accepted by Lansdowne Payments subject to successful completion of compliance requirements as set out by Lansdowne Payments before account opening.
AMENDMENTS
48. Lansdowne Payments may make amendments to the Terms. Lansdowne Payments will always give you immediate notice in writing, in advance. If we do not receive any objections from you regarding the planned amendments, in writing, within the time that the changes were notified to you and their coming into effect, we will assume that you have consented to the amendments. If you do not agree with any amendments, you have the right to terminate without liability and with immediate effect from the day of notification.
INVALIDITY OF THE TERMS
49. If any provision of the Terms is held by a court to be invalid or unenforceable, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible and any such finding shall not affect the enforceability of any other provision.
GOVERNING LAW
50. These Terms, their subject matter and their formation, and any non-contractual obligations arising out of or in connection with them are governed by the law of England and Wales with jurisdiction to hear disputes granted to the courts of London, England.
RISK DISCLOSURE STATEMENT
This Risk Disclosure Statement provides you with information about some of the risks associated with use of the Services of Lansdowne Payments. The information presented in this Risk Disclosure Statement is not comprehensive and does not reflect all of the risks (or other important factors) you should consider before using our Services. You must make your own independent decision to access or use our Services and should seek any advice that you consider necessary or desirable (including financial and/or legal advice) from independent advisers. Your capital is at risk. Terms not otherwise defined in this Risk Disclosure Statement shall bear the same meanings attributed to them in the Terms.
You use our Services at your own risk. There can be no assurance that use of our Services will provide a positive return or profit, that significant losses will not be incurred, or that your objectives will be achieved.
Dealing in Virtual Currencies can incur risk of financial loss. Virtual Currencies are by their nature highly volatile, and you should be aware that the risk of loss in trading, investing, or holding Virtual Currencies can be substantial.
The value of Virtual Currencies can be highly unpredictable, with significant price fluctuations within short periods of time and their value may not be guaranteed or backed by any government. The value of Virtual Currencies can be affected by unpredictable events, including the performance of world markets, interest rates, changes in taxation on income and capital, foreign exchange rates, regulatory and legislative changes, technological developments, and market sentiment.
Virtual Currencies are not legal tender, and there is no guarantee that any person shall agree to accept them for their intended purpose at any time in the future. Legislative and regulatory changes or actions at the state, federal, or international level may adversely affect the use, transfer, exchange, and value of Virtual Currency and other Virtual Currencies. In addition, Virtual Currency markets and exchanges are not regulated with the same controls or Customer protections available in equity, option, futures, or foreign exchange investing. There is no assurance that a person who accepts a Virtual Currency as payment today will continue to do so in the future, and there may be few, if any, options regarding legal recourse.
Market availability and liquidity may be limited or disrupted, and there can be no guarantee that you would be able to sell or exchange your Virtual Currencies at any price. Whether the future market price for a Virtual Currency or other Virtual Currency will move up or down or even sustain a market value is a speculation and unknowable. Contingent orders, such as “stop-loss” or “stop-limit” orders, if permitted at all, may not necessarily limit losses to the expressed amount, and market conditions may make it impossible to execute an order or fulfill a transaction or to obtain the stop price Lansdowne Payments makes no representations or warranties about whether a Virtual Currency will be supported by our Services or that those listed will always continue to be listed. Further, it’s important to know that any Virtual Currency currently supported by our Services is subject to delisting without prior notice in the sole discretion of Lansdowne Payments.
The nature of Virtual Currencies may entice an increased risk of fraud or cyber-attack, including rollback attacks or blockchain reorganizations. Transactions in Virtual Currency may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable. The nature of Virtual Currency may lead to an increased risk of fraud or cyber attack. The features, functions, characteristics, operation, use and other properties of the specific Virtual Currency may be complex, technical, or difficult to understand or evaluate. The Virtual Currency may be vulnerable to attacks on the security, integrity or operation, including attacks using computing power sufficient to overwhelm the normal operation of the Virtual Currency’s blockchain or other underlying technology.
Where you hold Virtual Currencies in your on-chain digital wallet, you must be very cautious in maintaining your private keys and backup phrase. Loss of private keys and backup phrases may result in irreversible loss of your funds. Due to the decentralized nature of blockchain, there is no central party which may restore your private keys, extract your funds or reimburse you for your losses.
The nature of Virtual Currency means that any technological difficulties experienced by the Company may prevent the access of your Virtual Currency. Any third-party gaining access to your digital wallet can extract your funds, and you may not be able to identify or find such parties. Never provide any person with your wallet’s private keys or backup phrase. Once you send Virtual Currencies to an address, there is risk that you may lose access to, and any claim on, those Virtual Currencies either indefinitely or permanently because, for example, an address may have been entered incorrectly. Losses due to fraudulent or accidental transactions may not be recoverable. Virtual Currencies which are meant to mimic or follow the price of another asset (e.g., any fiat currency, commodity) may not always accurately reflect such prices, which can fluctuate above or below its intended value.
Virtual Currencies are largely unregulated in most parts of the world, and limited protection (if any) may be afforded to users in the event of loss. Different jurisdictions may treat Virtual Currencies differently, and the cross-border nature of the blockchain and of Virtual Currencies may make them subject to the laws of various jurisdictions. You must always make sure that any use you make of any Virtual Currency is compliant with all Applicable laws. Different jurisdictions may impose specific tax rules and treatments to Virtual Currencies. You must ensure you understand the tax implications of your activities, and always comply with all reporting and payment obligations applicable to you.
We will continue to update all our Customers of any significant changes to risks by updating our Risk Disclosure Statement and we will also endeavor to also include updates on our Website or other social media pages.
Customer Acknowledgement
I hereby acknowledge that I have received and understood this risk disclosure document. I understand that this Risk Disclosure Statement cannot disclose all the risks and other aspects of Virtual Currencies.