In force from 2020-07-02
These are the general terms and conditions of using the services of Change. By signing up through our Website or Apps you agree that you have read, understood, and accept all of the Terms. If you do not agree or fail to adhere to the terms and conditions or any other rules of any of the services, you are not entitled to use the services.
The Website and the Services offered by Change are NOT ADDRESSED TO AND MAY NOT BE USED BY:
As used in these Terms, including the preamble hereof, unless expressly otherwise stated or evident in the context, the following capitalized terms and expressions shall have the following meanings:
Account – the account opened with Change by a User, using which the User can access the Services;
Apps – the web, Android and iOS mobile apps of Change, which give access to the Services;
Cash Management – cryptoasset service for Getchange account and card holders provided by Change, whereby the eligible User is rewarded for buying supported cryptocurrencies from Change and allowing these to be deposited on Crypto Interest Account;
Change – xChange AS, an Estonian public limited company registered under registry code 14428150, Rävala pst 4, 10143 Tallinn. References to “we”, “us” and “our” mean references to Change and/or if applicable Indexa B.V.;
Change Tokens or Tokens – cryptographic ERC-20 tokens issued by Change, which are at the date of these Terms and Conditions trading on the cryptocurrency market KuCoin (https://www.kucoin.com/) as Change tokens (CAG) and in Apps as Change equity-like tokens (CNG). The list of cryptocurrency markets on which the Tokens are tradable may be amended by Change at its full discretion at any time without providing any prior notification thereof;
Conversion Rate – the price or exchange rate of one unit of a given supported cryptocurrency quoted in the Apps and on the Website in terms of a specified Fiat currency or another supported cryptocurrency composing of Rate Reference and conversion fee as described in Fees and Limits;
Conversion Service – regulated service of cryptocurrency conversion (for which Change has been issued a license by the Estonian Financial Intelligence Unit, no FVR000034) through which Users can buy supported cryptocurrencies from Change, in exchange for specified Fiat currencies and other supported cryptocurrencies and specified Fiat currencies from Change, in exchange for supported cryptocurrencies, including the services of Market Order, Limit Order and Stop Order, and Cash Management;
Crypto Interest Account – custodial omnibus wallet operated either by BlockFi, Inc. or Payward, Inc. where Change deposits supported cryptocurrencies on behalf of customers for the purpose of earning and redistributing staking reward, i.e. interest;
Custodian – the person who holds and is responsible for the safekeeping of the cryptocurrencies and/or tokens (including the Tokens) transferred to or held in the Wallet by the User, who at the date of these terms and conditions is Bitgo Inc.;
Debit Card – VISA debit card connected to the Getchange Account as described in chapter Getchange Account and Debit Card;
Fees and Limits – full list of fees and limits of Services as described in chapter Fees and Limits;
Fiat – currency that has been declared as legal tender by a government and is regulated by a central financial institution, i.e. the euro;
Getchange Account – electronic money account as described in chapter Getchange Account and Debit Card;
Instant Deposit – Service allowing Users to add funds to their Fiat Account instantly by using their EEA-issued credit or debit card (limited up to 3 different cards) with the fee described in Fees and Limits;
Limit Order – Service, whereby User submits an instruction to complete the transaction in the future when the price of the supported cryptocurrency has been risen above the Rate Reference set by the User has been reached;
Market Order – Service, whereby User submits an instruction to complete the transaction immediately;
Party – each of the User and Change;
Rate Reference – the price of one unit of a supported cryptocurrency in terms of a specified Fiat currency or another supported cryptocurrency, which is based on the lowest ask price for buying or the highest bid price for selling a cryptocurrency on the exchange operated by Payward, Inc., adjusted by market depth.
Services – services provided by Change, Contis Financial Services Ltd. and/or Indexa B.V. to the Users, including the Wallet and the Conversion services;
Stop Order – Service, whereby User submits an instruction to complete the transaction in the future when the price of the supported cryptocurrency has been fallen below the Rate Reference set by the User;
Taxes ‒ taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever;
Terms – these Terms and Conditions including all the chapters, as amended from time to time;
Token Swap – exchanging CAG Tokens to CNG Tokens as described in chapter Token Swap;
User – anyone who uses the Website, Apps and/or Services provided by Change. References to “you” and “your” mean references to the User;
Wallet ‒ User’s cryptocurrency wallet, which can be accessed via the Website or the Apps, and which is a regulated service (for which Change has been issued a license by the Estonian Financial Intelligence Unit, no FRK000026), as further described in section 6 below, including the Services of Cryptocurrency withdrawal and Cryptocurrency deposit;
Website – websites located at https://changeinvest.com/ and at all subdomains.
2.1. To use any of the Services, which might be provided for a fee as stated in Fees and Limits, you must open the Account and any such use must be done through the Account. One digital identity associated with the Account will be used for accessing all Services.
2.2. Each User must be at least 18 years of age to register for an Account or to use any of the Services.
2.3. We reserve the right to unilaterally decide whether to open an Account and/or whether to provide Services to any persons and shall have no obligation to justify or outline the reasons for any rejection.
2.4. All information that you provide to us at any time (including but not limited to the information provided upon the opening of the Account) must be accurate, current and complete and may not be misleading in any respect. We may, from time to time, request such information to be provided and/or updated, in which case you are required to provide us with the information without delay. If you are unable or unwilling to provide or update such information or it is incorrect, we have the right to deny opening the Account, close the Account and/or restrict the usage of the Services.
2.5. You acknowledge that using the Services is limited to the amounts as described in Fees and Limits.
2.6. By opening an Account and using the Services, each User fully acknowledges that Change does not provide to the User any investment service or advice. Each User fully acknowledges that any information, product or service provided by us on our Website or Apps is not considered investment advice or recommendation, and independent professional advice should be sought where appropriate.
3.1. By using the Services you acknowledge that various types of risks are involved, including but not limited to risks relating to the fluctuation of the value of any assets related to the Services (including Change Tokens), technical imperfections of Change Tokens, other cryptocurrencies, the Website and the Apps, regulatory uncertainties, and risks related to our operations and financial viability. As our Users are taking risks and are exposed to them through our Services, we strongly recommend and encourage you to learn and gain a sufficient understanding of the risks involved prior to using our Services.
3.2. We encourage you to consult with a financial advisor or other appropriate professional prior to starting to use the Services.
4.1. Change administers and operates the Website and Apps from its location in Estonia. Although the Website and Apps are accessible worldwide, not all features, products or services discussed, referenced, provided or offered through or on our Website or Apps are available to all persons or in all geographic locations, nor are they appropriate or available for use outside Estonia.
4.2. We reserve the right to limit, in our sole discretion and without providing any justification related thereto, the provision and quantity of any feature, product or Service to any person or geographic area.
4.3. Any offer for any feature, product or Service made through or on our Website or Apps is void where prohibited.
4.4. By choosing to access the Website or download or access any of the Apps from outside Estonia, you are solely responsible for complying with applicable local laws.
5.1. You are responsible for maintaining adequate security and control of any and all login IDs, passwords, private keys, personal identification numbers (PINs), and any other codes or devices which are intended to or can otherwise be used to access the Account and/or use the Services.
5.2. You must prevent unauthorized access to the Account and unauthorized use of the Services, your account credentials or private keys, and must promptly notify us of any such unauthorized access or use.
5.3. In the event of an investigation of any suspected unauthorized access to the Account or use of the Services you must fully and timely cooperate with us in order to successfully solve the issue.
5.4. You are solely responsible, and to the maximum extent permissible under applicable legal acts, and we will have no liability, for any activity that takes place on your Account if the Account has been accessed with your account credentials, regardless of whether or not you authorized such access.
6.1. We provide the service of a cryptocurrency wallet pertaining to your Wallet. The Wallet service entails enabling you to interface with certain cryptocurrency networks listed in the Apps and on our Website, and if applicable to view and transmit information about public cryptographic keys. We have the right to unilaterally decide and change the cryptocurrencies which can be stored in the Wallet using the Wallet service or converted using the Conversion Service.
6.2. Upon using the Wallet service in addition to adhering to these Terms you agree to fully abide by the terms and conditions of the Custodian.
6.3. We are not a custodian of any cryptocurrency and/or tokens (including the Tokens) transferred to or held in the Wallet. All cryptocurrencies and tokens (including the Tokens) are held by the Custodian. We reserve the right to change the Custodian at any time, without prior notification or justification thereto. To the maximum extent permissible under applicable legal acts, we assume no liability for any possible damages caused by the Custodian.
6.4. Upon the creation of the Account, the Wallet is automatically created for you, together with a public key, which serves as the address of the Wallet. We have the sole right to decide at our own discretion whether or not to disclose that public key to you and we may at any time, and without any prior notice, not disclose the public key to you.
6.5. To transmit information concerning the Account to the relevant cryptocurrency network (i.e. to carry out a transaction with cryptocurrency), two private keys (out of three private keys in total) are required. One of such private keys is held by us, the other by the Custodian and the third is held by a third-party backup service provider.
6.6. You are solely responsible for the safekeeping of the third private key. Should you appoint a third party to control your private key, whether or not such appointment is made through the Website or the Apps, we will not be responsible for the actions or omissions of such third party.
6.7. We do not own or control the underlying software protocols which govern the operation of cryptocurrencies held in the Wallet. Such protocols are subject to changes in protocol rules, which are outside our control and may materially affect the value, function, or name of the relevant cryptocurrency. You acknowledge and agree that:
6.7.1. we are not responsible for operation of the underlying cryptocurrency protocols and that we make no guarantee of their functionality, security, or availability; and
6.7.2. if a change in the software protocol related to the cryptocurrency occurs, we may suspend the Wallet service, and may decide not to provide Wallet service for the cryptocurrency being affected or may configure the Wallet service to enable you to transfer the affected cryptocurrency.
6.8. While using the services of Cryptocurrency withdrawal and Cryptocurrency Deposit, you are only able to transfer supported cryptocurrencies, which are stated in the Apps and on the Website, e.g. BTC and ETH.
6.9. Due to the nature of distributed ledger technology and blockchains you acknowledge that while using the services of Cryptocurrency withdrawal and Cryptocurrency deposit none of the transactions, which have been confirmed and added to the respective main ledger, cannot be reversed and you are fully liable for the transactions you have confirmed and ordered us to process.
7.1. In order to manage the risk of money laundering and terrorist financing, and to abide by the statutory obligations applicable to us and to you for using our Services, we and you are obliged to follow certain principles of customer due diligence, as further specified in this section.
7.2. You are not allowed to use the Services nor the Wallet for any activities which are related to or facilitate money laundering, terrorist financing or any illegal activity whatsoever.
7.3. We reserve the right to, at any time:
7.3.1. identify you;
7.3.2. request from you any documents, either as originals or as copies and information (including personal), which we consider appropriate and/or relevant for the identification or for the mitigation of money laundering and terrorist financing risks;
7.3.3. regularly control your data and documents which are used for identification and/or for the mitigation of money laundering and terrorist financing risks;
7.3.4. transfer and disclose any information and documents received in accordance with this section to any and all governmental authorities and other persons to whom we are obliged to transfer and disclose information and documents in accordance with applicable legal acts;
7.3.5. transfer and disclose any information and documents received in accordance with this section to any and all third-party service providers, which we use to fulfil our obligations related to client identification and money laundering and terrorist financing prevention; and
7.3.6. transfer and disclose any information and documents received in accordance with this section to the Custodian.
7.4. You acknowledge that we may upon the fulfilment of our obligations related to client identification and money laundering and terrorist financing prevention use the services of third-party service providers, and you hereby grant an irrevocable and unconditional consent to such use of third-party service providers and the transfer and disclosure of information to such third-party service providers.
7.5. You acknowledge that we may transfer and disclose to the Custodian any information and documents referred to in this section for the purpose of allowing the Custodian to fulfil their obligations related to client identification and money laundering and terrorist financing prevention, and you hereby grant an irrevocable and unconditional consent to such transfer and disclosure of information.
7.6. You are obliged to immediately inform us in writing of any information that might be relevant in accordance with this section and/or changes to the provided information and documents, inter alia:
7.6.1. change of your name, address or other contact information;
7.6.2. change of data regarding your identity document;
7.6.3. the fact that you are or no longer are a politically exposed person and/or a relative or a close associate of one; and
7.6.4. loss or theft of your identity document or credentials used for Change Account or Services.
7.7. You are obliged to inform us in writing of any other information which might be relevant in relation to client identification and money laundering and terrorist financing prevention, immediately after becoming aware of such information.
7.8. You are obliged to fully and timely cooperate with us upon the gathering of information and documents referred to in this section, as well as the fulfilment of any other obligations we have in relation to client identification and money laundering and terrorist financing prevention under applicable legal acts. Should you refrain from cooperation with us in accordance with this section, we have the right or legal obligation to:
7.8.1. stop the provision of any Services;
7.8.2. block the Account and limit your access to the Website and the Apps;
7.8.3. withhold any payments made by or to you in relation to the Services; and/or
7.8.4. close the Account.
7.9. In addition to clause 7.8, we reserve the right to block the usage of your Account and limit your access to the Website and the Apps, when we suspect that:
7.9.1. the Account is being used by any person other than you;
7.9.2. an offence is being committed, using the Account; and/or
7.9.3. any of the information or documents provided by you to us or our third-party service providers may be untrue, and you do not provide sufficient and/or satisfactory evidence, proving the correctness of the information and documents.
7.10. To the maximum extent permissible under applicable legal acts, we assume no liability for any losses or damages caused to you or any other persons by the actions provided for in this section.
8.1. You have the right to close your Account at any time, provided that you have no obligations towards us nor the Custodian. From the moment of closing the Account, you shall not be entitled to use any of the Services.
8.2. In addition to specific circumstances described elsewhere in these Terms, we reserve the right to close your Account:
8.2.1. without any justification, by giving you an advance notice of at least 14 days and refunding you the market value of any assets which you have in the Wallet, for which such services have not yet been provided and cannot be provided after the closing of the Account;
8.2.2. in case you breach: (i) these Terms; (ii) the terms and conditions of the Wallet Custodian; or (iii) any other terms and conditions of the Services or otherwise binding on you, without giving any notice in advance; and/or
8.2.3. in case closure of the Account is required by a competent authority, without giving any notice in advance.
8.3. If we have closed your Account without giving any notice in advance the cryptocurrencies held at your Account shall be automatically converted into specified Fiat funds by us and transferred to your bank account from which a payment had been previously made in accordance with the law.
8.4. Once an Account has been closed, it cannot be re-opened in the future.
9.1. You are liable for and shall compensate Change any and all damages (including the loss of profits), which arise from your activities.
9.2. We are liable for and shall compensate you only direct monetary damages (and for the avoidance of doubt, no indirect damages or loss of profits) and only on the condition that such damages are caused to you by us either intentionally or due to gross negligence.
9.3. Our liability is reduced by the amount equal to the damages which you could have been avoided by taking reasonable efforts.
9.4. In addition to the limitations described elsewhere in these Terms, to the maximum extent permissible under applicable legal acts, we assume no liability for any damages caused by third parties (including but not limited to the Custodian) or by circumstances outside our control (including but not limited to volatility of cryptocurrencies).
10.1. Unless otherwise stated, all materials including, but not limited to, logos, brand names, designs, images, photographs, video clips, written are copyrights, trademarks, service marks, and any other forms of intellectual property present in the Services or displayed in connection with the Services (e.g. in the Website), protected by registration or not, are owned by or licensed to us. The foregoing also applies towards any software solutions or parts of it, programs and code present in the Service.
10.2. We grant you a limited, non-exclusive, not sub-licensable licence to access and use the materials, as specified in this section of these Terms, for your personal use, as required for the use of Services.
10.3. You are not allowed to sell, distribute, publicly display, modify, otherwise alter or make any derivative use of the materials, as specified in this section, or any portion thereof, unless you have been granted an express and written prior permission to do so by us.
10.4. The licence granted under this section will automatically terminate upon the closing of the Account. Thereafter you are no longer allowed to access or use any part of the material belonging to us.
10.5. In case your actions or activities conducted in connection with the Service or while using the Service (including but not limited, through providing us feedback or leaving any comments addressed us) amount to copyright protected work under applicable legislation, you will automatically grant to us, from the moment of the creation of such work, a non-exclusive, world-wide, sub-licensable, free-of-charge licence, which is valid until the copyright is protected under applicable legislation, in relation to such work.
10.6. As stated in this section, we retain full ownership and/or exclusive licence of any software, program, code or parts of it. The foregoing might be protected by security measures, which you are not authorized to change, disseminate, hack or alter in any way.
11.1. It is your sole responsibility to determine whether, and to what extent, any Taxes apply to any transactions you conduct through the Apps and Website or are associated with the Services, and to withhold, collect, report and remit the correct amounts of Taxes to the appropriate tax authorities. Your transaction history is available through the Apps. The fees collected by us do not include any Taxes.
11.2. We may unilaterally amend these Terms without providing any advance notice or justification thereto. Any amendments to the Terms shall take effect as of uploading them to the Website and making them accessible in the Apps.
11.3. Our failure to exercise or enforce any right or provision of these Terms will not constitute a waiver of that right or provision.
11.4. If any part of these Terms is held to be invalid or unenforceable, such determination shall not invalidate any other provision of these Terms.
11.5. You agree that we may assign these Terms (either collectively or each right and/or obligation separately, as decided by us) to our parent company, affiliate or subsidiary without your consent. You may not assign any rights or obligations you have under these Terms without our prior written approval.
11.6. These Terms are governed by the laws of Estonia. Any dispute, controversy or claim arising out of or in connection with these Terms, or the breach, termination or invalidity hereof, which the Parties have failed to solve by negotiations will be settled in Harju County Court.