Terms & Conditions
1. GENERAL PROVISIONS
1.1 Definitions
"Company" means Montes Auri Ltd, a company incorporated in the Republic of Cyprus and operating as a crypto-asset service provider subject to the applicable legal and regulatory framework.
"Company Representative" means any employee, officer or authorised agent of the Company acting on its behalf in relation to the provision of its Services.
"Company Custody Account" means any wallet or account maintained by the Company or, where applicable, by an authorised or appropriately regulated third-party service provider for the safeguarding or administration of Clients' crypto-assets, in accordance with applicable law and the relevant agreement.
"Rules" means the policies, procedures, notices and other documents forming part of the contractual framework between the Company and the Client and made available to the Client through the Website or otherwise, including applicable complaints, conflicts of interest, safeguarding, AML/CFT, transfer and execution arrangements.
"Custodian" means an appropriately authorised or regulated third-party service provider engaged by the Company, where applicable, to provide custody, wallet or related services.
"Fee Schedule" means the list of fees, costs and charges applicable to the Services as made available by the Company through the Website or otherwise communicated to the Client.
"Applicable Law" means all applicable laws, regulations, regulatory technical standards, implementing measures, binding requirements and applicable decisions of competent authorities relevant to the Company and the Services.
"Crypto-Asset" means a digital representation of a value or of a right that is able to be transferred and stored electronically using distributed ledger technology or similar technology, to the extent falling within the applicable legal and regulatory framework.
"Ancillary Service" means any additional service provided by the Company that supports or complements a principal Service, where applicable and where expressly made available by the Company.
"Complaint" means an expression of dissatisfaction submitted by a Client in relation to the Services or the Company's conduct, handled in accordance with the Company's Complaints Handling Procedure.
"Dashboard" means the secure client interface made available by the Company, where applicable, for account administration, access to information and use of available Services.
"Trading Platform" means any electronic platform or interface made available by the Company through which Clients may access Services, submit instructions or otherwise interact with the Company.
"Client's Representative" means a person lawfully authorised to act on behalf of a Client whose identity and authority have been verified and accepted by the Company in accordance with its internal procedures and Applicable Law.
"Client" means a natural or legal person that has entered into a valid agreement with the Company for the provision of one or more Services.
"Client Data Processing Policy" means the Company's privacy and data protection documentation describing how personal data is processed and protected.
"Client's Bank Account" means a bank or payment account designated by the Client and accepted by the Company for relevant fiat payment transactions.
"Client Classification" means the classification of a Client under Applicable Law and the Company's applicable internal procedures, where such classification is relevant to the Services provided.
"Client Asset Safeguarding Arrangements" means the Company's arrangements for safeguarding Client assets and, where applicable, funds held on behalf of Clients.
"Client Relationship" means the contractual relationship established between the Company and the Client.
"Third Party" means any person or entity other than a Party to the Agreement.
"Account" means the Client account maintained by the Company for recording, where applicable, Services, instructions, transactions, holdings and balances.
"Account Currency" means a fiat currency or crypto-asset used for account reporting or valuation purposes.
"Corporate Action" means an event relating to a crypto-asset or its underlying network that may affect the rights, characteristics or value of the crypto-asset, including forks, token migrations or similar events.
"Order" means an instruction submitted by a Client requesting the Company to perform an operation or transaction in accordance with the applicable Service Terms and Applicable Law.
"Agreement" means the contractual framework between the Company and the Client, comprising these Terms & Conditions and, where applicable, the relevant Service Terms, Fee Schedule and other documents expressly incorporated into the Agreement.
"Order Execution Policy" means the Company's policy governing the execution of Client Orders where the Company provides execution services.
"Party" means either the Company or the Client, and "Parties" means both.
"Service" means a crypto-asset service or other service made available by the Company to the Client in accordance with Applicable Law and the applicable contractual arrangements.
"Service Terms" means the specific terms applicable to a particular Service.
"Transaction" means an operation carried out by or on behalf of the Client in connection with a Service.
"Transaction Order" means an instruction submitted by the Client requesting the Company to carry out a Transaction.
"Security Credentials" means authentication and security mechanisms used to access the Client's Account or authorise instructions, including passwords, multi-factor authentication credentials and other authentication mechanisms.
"Website" means the Company's official website through which Clients may access information, legal documentation, policies and, where applicable, the Dashboard and Services.
"General Terms" means these Terms & Conditions.
2. APPLICABILITY OF GENERAL TERMS
2.1 Contractual Framework
2.1.1 These Terms & Conditions apply to the Client Relationship from the date they become effective and govern the provision of the relevant Services unless otherwise agreed in writing or required by Applicable Law.
2.1.2 The Agreement may include, where applicable:
these Terms & Conditions;
the relevant Service Terms;
the Fee Schedule;
the Company's applicable policies and procedures made contractually applicable to the Client;
applicable payment terms; and
any other document expressly incorporated into the Agreement.
2.1.3 The Client shall comply with the applicable terms and requirements communicated by the Company in connection with the Services.
2.2 Applicable Law and Interpretation
2.2.1 The Agreement shall be interpreted in accordance with Applicable Law.
2.2.2 Where a mandatory provision of Applicable Law conflicts with a provision of the Agreement, the mandatory legal requirement shall prevail.
2.2.3 Where specific Service Terms conflict with these General Terms in relation to a particular Service, the specific Service Terms shall apply to the extent of the inconsistency, unless prohibited by Applicable Law.
2.2.4 If any provision of the Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect to the extent permitted by law.
2.3 Changes to the General Terms
2.3.1 The Company may amend these Terms & Conditions where reasonably necessary, including due to changes in Applicable Law, regulatory requirements, Services, operational arrangements, security requirements or business practices.
2.3.2 Where required by Applicable Law, the Company shall provide the Client with prior notice of material amendments and shall inform the Client of the effective date.
2.3.3 Where an amendment is required to comply with Applicable Law or to address an urgent security or regulatory matter, the Company may implement the amendment without the otherwise applicable notice period where legally permitted.
2.3.4 Where required by Applicable Law, the Client shall have the right to terminate the Agreement before the relevant amendment becomes effective.
2.4 Documents and Signing Requirements
2.4.1 The Company may request documents or information reasonably necessary to establish or maintain the Client Relationship, including certified copies, legalised or apostilled documents and translations where appropriate.
2.4.2 The Company may retain copies of documents provided by the Client for regulatory, contractual and recordkeeping purposes.
2.4.3 The Company may accept electronic signatures and electronic execution methods where legally valid and operationally appropriate.
2.5 Prevention of Financial Crime
2.5.1 The Company may take measures necessary to comply with AML/CFT, sanctions, fraud prevention, financial crime prevention and other legal or regulatory requirements.
2.5.2 Such measures may include requesting or verifying information concerning the Client, beneficial owners, representatives, source of funds or wealth, purpose of transactions and other information required by Applicable Law.
2.5.3 The Company may delay, reject, restrict, suspend or refuse a transaction or Service where required or permitted by Applicable Law or where the Company has reasonable grounds to do so based on its legal, regulatory, risk-management or internal-control obligations.
2.5.4 The Company may be unable to disclose the reasons for certain actions where disclosure is prohibited or restricted by Applicable Law.
3. IDENTIFICATION, REPRESENTATION AND SECURITY ELEMENTS OF THE CLIENT
3.1 Identification of the Client
3.1.1 Before establishing or continuing a Client Relationship or providing relevant Services, the Company shall conduct customer due diligence and other verification measures required by Applicable Law.
3.1.2 The Client shall provide complete, accurate and up-to-date information and documentation reasonably required by the Company.
3.1.3 Natural persons shall provide valid identification documentation and complete any applicable remote or electronic verification procedures.
3.1.4 Legal entities shall provide appropriate corporate, ownership, management and representation documentation.
3.1.5 The Company may use electronic identification, remote verification and other appropriate technology-based verification methods where permitted by Applicable Law.
3.1.6 The Company may conduct ongoing monitoring and request updated information or documentation during the Client Relationship.
3.2 Representation of the Client
3.2.1 A Client acting through a representative shall provide appropriate evidence of the representative's identity and authority.
3.2.2 The Company may request additional or certified documentation where reasonably necessary.
3.2.3 The Client shall promptly notify the Company of any change to the authority, identity or status of a representative.
3.2.4 The Company may suspend or restrict transactions where it cannot reasonably establish the authority of the person submitting an instruction.
3.3 Security Elements
3.3.1 The Company may provide Clients with appropriate authentication and security mechanisms for access to the relevant Services.
3.3.2 The Client shall maintain the confidentiality and security of its Security Credentials and shall not intentionally disclose them to unauthorised persons.
3.3.3 The Client shall immediately notify the Company of suspected compromise, loss, theft or unauthorised use of Security Credentials.
3.3.4 The Company may take reasonable security measures, including restricting access or transactions, where necessary to protect the Client, the Company or the integrity of its systems.
3.3.5 The Company shall apply authentication and security controls in accordance with its applicable security arrangements.
4. CLASSIFICATION OF THE CLIENTS
4.1 Classification of Clients
4.1.1 The Company shall classify Clients where required by Applicable Law or where such classification is relevant to the Services provided.
4.1.2 The applicable treatment of a Client shall depend on the Client's classification, the Services provided and the requirements of Applicable Law.
4.1.3 Clients shall provide accurate information relevant to their classification and shall notify the Company of material changes.
4.2 Assessment of Appropriateness
4.2.1 Where Applicable Law requires an appropriateness assessment for a particular Service or product, the Company shall perform the assessment in accordance with its applicable procedures.
4.2.2 The Client shall provide the information reasonably required for such assessment.
4.2.3 Where a Service is assessed as not appropriate, the Company shall provide any warning required by Applicable Law and may restrict or refuse the relevant Service where permitted or required.
4.2.4 Where Applicable Law does not require an appropriateness assessment for a particular Service, the Company shall inform the Client where such information is required.
5. CLIENT ACCOUNTS AND SAFEGUARDING OF ASSETS
5.1 Client Accounts
5.1.1 The Company may open and maintain Client Accounts where necessary for the provision of the relevant Services.
5.1.2 Accounts are subject to successful completion of applicable onboarding, due diligence, verification and other regulatory requirements.
5.1.3 The Company may refuse, suspend or close an Account where permitted or required by Applicable Law or the Agreement.
5.2 Safeguarding of Client Assets
5.2.1 Where the Company holds or administers Client crypto-assets, it shall maintain appropriate arrangements to safeguard the Client's ownership rights and prevent unauthorised use of Client crypto-assets for the Company's own account.
5.2.2 Client crypto-assets shall be recorded and accounted for in accordance with the Company's applicable safeguarding and custody arrangements.
5.2.3 Where applicable, the Company shall maintain records of Client positions and movements affecting Client crypto-assets.
5.2.4 Where third-party custodians or other service providers are used, the Company shall apply appropriate selection, due diligence and oversight arrangements.
5.2.5 The Company shall not use Client crypto-assets for its own account except where expressly permitted by Applicable Law and the applicable contractual arrangements.
5.2.6 The detailed arrangements applicable to custody and safeguarding are described in the Company's relevant policies and Service Terms.
5.3 Client Responsibilities
5.3.1 Clients are responsible for ensuring that information and instructions provided to the Company are accurate and complete.
5.3.2 Clients remain responsible for their own legal, tax and regulatory obligations relating to their crypto-assets and transactions.
5.3.3 Where applicable, Clients shall comply with security requirements and instructions communicated by the Company.
6. COMMUNICATIONS AND ACCOUNT INFORMATION
6.1 Communications
6.1.1 The Company may communicate with Clients electronically through email, the Website, the Dashboard or other agreed communication channels.
6.1.2 The Company shall provide information through an appropriate durable medium where required by Applicable Law.
6.1.3 Clients shall ensure that their contact information remains accurate and up to date.
6.2 Account and Transaction Information
6.2.1 The Company shall make available relevant information concerning Client Accounts and Transactions in accordance with the applicable Service and Applicable Law.
6.2.2 The Company shall maintain records of its crypto-asset services, activities, orders and transactions in accordance with Applicable Law.
6.2.3 Clients shall review account information and notify the Company without undue delay of any material discrepancy or suspected unauthorised activity.
7. CLIENT INSTRUCTIONS AND TRANSACTIONS
7.1 Submission of Instructions
7.1.1 Clients may submit instructions using the channels approved by the Company.
7.1.2 Instructions shall contain the information reasonably required by the Company to process them.
7.1.3 The Company may require additional information or verification before processing an instruction.
7.2 Refusal, Delay or Restriction of Instructions
7.2.1 The Company may refuse, delay, restrict or suspend an instruction where:
required by Applicable Law;
the instruction is incomplete or unclear;
required verification has not been completed;
AML/CFT, sanctions, fraud or other financial-crime concerns arise;
the transaction presents an unacceptable legal, operational, security or regulatory risk;
or the instruction cannot be processed due to technical or third-party restrictions.
7.2.2 Where disclosure is legally permitted, the Company may provide the Client with information regarding the relevant restriction.
7.3 Execution of Orders
7.3.1 Where the Company provides execution services, Client Orders shall be handled in accordance with the Company's Order Execution Policy and Applicable Law.
7.3.2 The Company shall take the measures required by Applicable Law to obtain the best possible result for the Client when executing orders, subject to any specific instruction provided by the Client.
7.3.3 Where applicable, Clients shall receive information concerning the Company's Order Execution Policy and material changes to it.
7.3.4 Where execution outside a trading platform is permitted and relevant, the Company shall provide the disclosures and obtain the consent required by Applicable Law.
7.4 Crypto-Asset Transfers
7.4.1 Where the Company provides transfer services for crypto-assets on behalf of Clients, such transfers shall be subject to the Company's applicable Transfer Services Policy and Travel Rule procedures.
7.4.2 The Company may require information concerning the originator, beneficiary, originating or beneficiary service provider, destination and other information required