BitToro Exchange Service General Terms and Conditions
I. INTRODUCTIONThese BitToro Exchange Service General Terms and Conditions (“General Terms”) govern the contractual relations between you (“Client” or “you”) and any holding company, subsidiary or entity belonging to the BitToro group of companies (“BitToro” or “we”), while you and BitToro are hereinafter separately referred to as “Party” and jointly - as “Parties”, in regard to your use of the BitToro Exchange Service, and constitute a legally binding agreement (“Agreement”) between the Parties.
II. DEFINITIONSBase Asset means the first Digital Asset in the Trading Pair, as indicated on the BitToro Platform and in the BitToro Account, which may be chosen by you for the purpose of an Exchange Transaction;Counter Asset means the second Digital Asset in the Trading Pair, as indicated on the BitToro Platform and in the BitToro Account, which may be chosen by you for the purpose of an Exchange Transaction;Exchange means any exchange used by BitToro for the purpose of an Exchange Transaction;Exchange Price means the price at which the Exchange Transaction is executed by BitToro, including the relevant fees, if any;Exchange Transaction means a sale transaction regarding a Trading Pair initiated by the Client in the BitToro Account, by an Order to BitToro to place a sale order with an Exchange and execute a sale transaction thereon, and/or the sale transaction executed by BitToro on the relevant Exchange, while the above sale transactions may be more than one, as the case may be and to the extent needed and applicable;Trading Pair means a Base Asset and a Counter Asset, regarding which an Exchange Transaction is initiated by the Client and/or executed by BitToro;Order means an instruction from you to BitToro to execute an Exchange Transaction and top up the proceeds thereof, respectively the relevant Counter Assets, into your Savings or Credit Wallet, as the case may be.Unless stated otherwise, references shall be made to the BitToro Wallet Services General Terms and Conditions and the BitToro Loan General Terms and Conditions, and all the defined terms, used in these General Terms, shall have the same meaning as the one given to them in the BitToro Wallet Services General Terms and Conditions or the BitToro Loan General Terms and Conditions, as the case may be.
III. CLIENTYou can enter into this Agreement and use the BitToro Exchange Service only if all of the conditions below are met:You have opened a BitToro Account, respectively have met the conditions under Art. 4.1, Items 1.1, 1.2, 1.4 - 1.8 of the BitToro Wallet Services General Terms and Conditions;, You do not have any relevant connection with any jurisdiction where we have prohibited or restricted access to the BitToro Exchange Service;You have passed Identity Verification on the BitToro Platform (applicable only to the cases where the Base Asset is BTR 1:1 USD.By entering into this Agreement, you acknowledge and confirm that you meet all the conditions set out above. In the event that we subsequently ascertain that you have not met or do not meet any of these conditions anymore, we may suspend the provision of the BitToro Exchange Service and/or other BitToro Wallet Services to you and close your BitToro Account, and do not allow you to use the BitToro Exchange Service and/or the other BitToro Wallet Services.At any time, at our sole and absolute discretion, without liability to you, we can:a) refuse your request to use the BitToro Exchange Service;b) change the conditions for entering into the Agreement or use of the BitToro Exchange Service;c) suspend the provision of the BitToro Exchange Service or of all or part of the other BitToro Wallet Services;d) change, update, remove, cancel, suspend, disable or discontinue any features, component, content, incentive or referral plan of the BitToro Exchange Service.
IV. SPECIFIC FEATURES OF THE BITTORO EXCHANGE SERVICEThe BitToro Exchange Service allows you to initiate the execution of an Exchange Transaction, using the Base Assets in your Savings or Credit Wallet, and the subsequent topping up of the proceeds thereof, respectively the relevant Counter Assets, into the same Savings or Credit Wallet. You cannot initiate an Exchange Transaction using Base Assets in your Credit Wallet when these Base Assets serve as Collateral of a current BitToro Loan and the LTV applicable thereto exceeds the LTV applicable to the Counter Assets intended to serve as Collateral of the same BitToro Loan instead of the Base Assets, as indicated on the BitToro Platform and in the BitToro Account.You may only initiate an Exchange Transaction regarding the Trading Pairs and within the limits as indicated on the BitToro Platform and in the BitToro Account, which are subject to revision from time to time at our sole and absolute discretion.
V. INITIATION AND EXECUTION OF EXCHANGE TRANSACTIONSYou must select the type and amount of the Base Asset you wish to sell and the Counter Asset you wish to buy, thus selecting the Trading Pair, before you place an Order with BitToro. If you do not have the Base Asset needed for the execution of an Exchange Transaction (applicable only to the cases where the Base Asset is BTR 1:1 USD you may initiate the execution of a purchase transaction in accordance with Art. 5.5. of the BitToro Wallet Services General Terms and Conditions, a subsequent Exchange Transaction, and the topping-up of the proceeds of the latter, respectively the relevant Counter Asset, into your Savings Wallet. For the avoidance of doubt, the relevant Counter Asset will be topped up into your Savings Wallet only under the condition that both the purchase transaction and the Exchange Transaction under the preceding sentence have been executed.The Exchange Transactions are irreversible and final once you have provided the relevant instructions to BitToro, and you may not change, withdraw or cancel the Order to BitToro to complete any pending or partially completed Exchange Transaction. You are responsible for all Orders you place and your decisions to sell, implement and maintain the Digital Assets in your BitToro Account. BitToro shall not be liable for any partially completed Exchange Transactions.After you have selected the Trading Pair, if the Exchange Transaction can be executed by BitToro, the latter will show you the relevant Exchange Price in the BitToro Account. If the Exchange Transaction can be executed at more than one Exchange, BitToro will strive to execute the Exchange Transaction at the best price available at these Exchanges. However, we do not guarantee the availability of any price.Your Orders shall be processed by BitToro immediately, while their status may be tracked in the BitToro Account. However, due to technical reasons, the processing may take a longer period of time, for which BitToro cannot be held liable. BitToro devotes significant efforts to ensure that any processing falling within the hypotheses under the preceding sentence will be processed no later than 72 (seventy-two) hours as of your Order.Once your Order has been executed, the Counter Assets have been topped up into your BitToro Account, respectively your BitToro Account balance has been updated, you will receive confirmation of the Exchange Transaction via e-mail.You will not be able to place an Ordera) using Base Assets not available in your Savings or Credit Wallet;b) above or under the permitted limits as indicated on the BitToro Platform and in your BitToro Account;c) when the Base Assets serve as Collateral of a current BitToro Loan and the LTV applicable thereto exceeds the LTV applicable to the Counter Assets intended to serve as Collateral of the same BitToro Crypto Credit instead of the Base Assets, as indicated on the BitToro Platform and in the BitToro Account.Your Order may be rejected :a) due to network shortages and/or technical reasons;b) in case of significant price difference;c) in case there are not enough Counter Assets on the Exchanges.We may, at our sole and absolute discretion, reverse or adjust any executed Exchange Transaction, respectively any cashback, bonus or other type of reward related to such Exchange Transaction, if applicable, in case of an error in the Exchange Price of the Digital Assets, which deviates from the prevailing market price and which has occurred as a result of a system or technical error detected by BitToro, regardless of the reason for such. In case of reversal, the Counter Assets subject of the Exchange Transaction and/or any cashback, bonus or other type of reward related thereto, if applicable, will be withdrawn from the Savings or Credit Wallet of your BitToro Account, and the Base Assets - re-topped up thereinto. In case of adjustment, the amount of the Counter Assets subject of the Exchange Transaction and/or any cashback, bonus or other type of reward related thereto, if applicable, will be adjusted accordingly in the Savings or Credit Wallet of your BitToro Account.If an Exchange Transaction is initiated and executed as part of the BitToro Booster, Section 13 of the BitToro Wallet Services General Terms and Conditions shall apply accordingly, while in case of any discrepancy between these General Terms and Section 13 of the BitToro Wallet Services General Terms and Conditions, the latter shall prevail.
VII. RISK DISCLOSUREDigital Assets are more volatile relative to most fiat currencies and other assets and this unpredictability of their price may result in significant loss over a short period of time. We are not responsible for the Digital Assets market, and we make no representations or warranties concerning the real or perceived value of any Digital Assets, and the quality, suitability, truth, usefulness, accuracy, or completeness of any data provided by BitToro. You shall therefore carefully consider whether holding Digital Assets is suitable for you in light of your financial condition.Digital Assets are not money or legal tender, are not backed by the government or by a central bank and mostly do not have any underlying assets, revenue stream, or another source of value.The regulatory status of Digital Assets is currently unsettled, varies among jurisdictions and is subject to significant uncertainty. Legislative and regulatory changes or actions relating to the Digital Assets or blockchain technology at a state or international level may adversely affect or restrict, as applicable, the use, transfer, exchange and value of the Digital Assets, as well as the provision of the BitToro Exchange Service, the other BitToro Wallet Services or any of them. The value of the Digital Assets may be derived from the continued willingness of market participants to exchange fiat currencies for Digital Assets, which may result in permanent and total loss of value of a particular Digital Asset should the market for it disappear.Also, some Digital Assets transactions are deemed to be made when recorded on a public ledger, which is not always the date or time that you initiated the transaction. Digital Assets ownership is often determined by a decentralized public ledger and usually cannot be cancelled or reversed.The nature of the Digital Assets may lead to an increased risk of fraud or cyberattacks and any losses due to fraudulent or accidental transactions will likely not be recoverable.Keep in mind that we do not provide investment advice and the information coming from BitToro shall not be used as a basis for making decisions about investing in a particular Digital Asset.YOU ARE RESPONSIBLE FOR DETERMINING WHETHER THE USE OF THE BITTORO EXCHANGE SERVICE IS LEGAL IN YOUR JURISDICTION AND YOU SHALL NOT USE IT SHOULD SUCH USE BE ILLEGAL IN YOUR JURISDICTION. IF YOU ARE UNCERTAIN, PLEASE SEEK INDEPENDENT LEGAL ADVICE.You understand and agree that you use the BitToro Account, the BitToro Exchange Service and the other BitToro Wallet Services at your own risk. This section is not exhaustive and does not disclose all the risks associated with the Digital Assets and the use of the BitToro Exchange Service and any of the other BitToro Wallet Services. You shall, therefore, carefully consider whether such use is suitable for you in light of your circumstances and financial resources.
VIII. LIMITATION OF LIABILITYTHE BITTORO EXCHANGE SERVICE IS PROVIDED ‘AS IS’ AND WITHOUT ANY REPRESENTATION OR WARRANTY, WHETHER EXPRESS, IMPLIED, OR STATUTORY, EXCEPT AS EXPRESSLY PROVIDED IN THESE GENERAL TERMS, TO THE EXTENT PERMITTED BY APPLICABLE LAW. BITTORO DISCLAIMS ALL OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, MADE TO YOU, YOUR AFFILIATES OR ANY THIRD PARTY, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES REGARDING QUALITY, SUITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE OF ANY SERVICE OR ANY GOODS PROVIDED INCIDENTAL TO THE BITTORO EXCHANGE SERVICE UNDER THESE GENERAL TERMS.BITTORO LIABILITY IN RESPECT OF THE REPRESENTATIONS AND WARRANTIES, WHICH CANNOT BE EXCLUDED, IS LIMITED TO ANY OF THE FOLLOWING OPTIONS CHOSEN BY BITTORO, AT OUR SOLE AND ABSOLUTE DISCRETION:RE-SUPPLYING, REPLACING OR REPAIRING THE BITTORO EXCHANGE SERVICE IN RESPECT OF WHICH THE BREACH OCCURRED; ORPAYING THE COST OF THE RE-SUPPLYING, REPLACEMENT OR REPAIRING OF THE BITTORO EXCHANGE SERVICE IN RESPECT OF WHICH THE BREACH OCCURRED.NOTWITHSTANDING ANY PROVISIONS IN THESE GENERAL TERMS, IN NO EVENT SHALL WE OR ANY OF OUR REPRESENTATIVES OR PARTNERS BE LIABLE TO YOU FOR ANY LOSSES, DAMAGES OR CLAIMS:DUE TO AN UNUSUAL OR UNFORESEEABLE EVENT OUTSIDE OUR REASONABLE CONTROL, THE CONSEQUENCES OF WHICH COULD NOT HAVE BEEN AVOIDED EVEN IF ALL DUE CARE HAD BEEN EXERCISED (E.G. FORCE MAJEURE, INCLUDING ACTS OF GOD, WAR OR CIVIL UNREST, DISASTERS, ACTS OF DOMESTIC OR FOREIGN COURTS AND GOVERNMENTAL AUTHORITIES, STRIKES, LOCKOUTS, LABOUR DISPUTES, TERRORIST ACTS, RIOTS);ARISING FROM OR IN CONNECTION WITH:ANY DELAY, SUSPENSION, DISCONTINUATION, INTERRUPTION OF THE BITTORO PLATFORM OR THE BITTORO EXCHANGE SERVICE;FAILURE OR INTERRUPTION IN PUBLIC OR PRIVATE TELECOMMUNICATION NETWORKS, COMMUNICATION CHANNELS OR INFORMATION SYSTEMS;ACTS OR OMISSIONS OF ACTS OF A PARTY FOR WHOM WE ARE NOT RESPONSIBLE;DELAY, FAILURE OR INTERRUPTION IN, OR UNAVAILABILITY OF, THIRD-PARTY SERVICES;ANY REFUSAL TO PROCESS OR AUTHORIZE, OR ANY REVERSAL OF, ANY EXCHANGE OR OTHER TRANSACTION FOR ANY REASON;YOUR INABILITY TO EFFECT OR COMPLETE ANY EXCHANGE OR OTHER TRANSACTION DUE TO SYSTEM MAINTENANCE, BREAKDOWN OR NON-AVAILABILITY OF THE BITTORO PLATFORM OR THE BITTORO EXCHANGE SERVICE;ANY UNAUTHORIZED OR INELIGIBLE USE OF THE BITTORO EXCHANGE SERVICE CONTRARY TO THESE GENERAL TERMS;REVERSAL OR ADJUSTMENT OF ANY EXCHANGE TRANSACTION IN ACCORDANCE WITH ART. V.8.DUE TO COMPLIANCE WITH ANY APPLICABLE LAW, COURT ORDERS OR ACTS OF ANY GOVERNMENTAL AUTHORITY;RESULTING FROM HACKING, TAMPERING, COMPUTER VIRUS TRANSMISSION OR OTHER UNAUTHORIZED ACCESS OR USE OF THE BITTORO EXCHANGE SERVICE, YOUR BITTORO ACCOUNT OR ANY INFORMATION CONTAINED THEREIN.NOTWITHSTANDING ANY PROVISIONS IN THESE GENERAL TERMS, IN NO EVENT SHALL WE BE LIABLE TO YOU FOR ANY TYPE OF INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST REVENUE, LOST PROFITS, REPLACEMENT GOODS, LOSS OF TECHNOLOGY, LOSS OF DATA, OR INTERRUPTION OR LOSS OF USE OF SERVICE OR EQUIPMENT, REGARDLESS OF WHETHER SUCH DAMAGES BEING DIRECT OR INDIRECT, FORESEEABLE OR UNFORESEEABLE, OR EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND WHETHER ARISING UNDER THEORY OF CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE.IN NO EVENT WILL OUR AGGREGATE LIABILITY FOR ANY LOSS OR DAMAGE ARISING IN CONNECTION WITH THE BITTORO EXCHANGE SERVICE AND THESE GENERAL TERMS EXCEED THE FEES YOU PAID TO BITTORO FOR YOUR USE OF THE BITTORO EXCHANGE SERVICE DURING THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT, GIVING RISE TO THE CLAIM FOR LIABILITY, IF ANY. THE ABOVE SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY THE RELEVANT APPLICABLE LAW.WE SHALL NOT BE LIABLE FOR ANY FAULT ON THE PART OF ANY THIRD-PARTY SERVICE PROVIDER INSTRUCTED BY US. IN ANY SUCH CASES OUR LIABILITY WILL BE LIMITED TO USING REASONABLE CARE IN THE SELECTION, APPOINTMENT AND INSTRUCTION OF SUCH THIRD-PARTY SERVICE PROVIDERS (BUT NOT OF ANY SUB-CONTRACTOR OR OTHER THIRD PARTY SUCH A THIRD-PARTY SERVICE PROVIDER MAY USE).NOTHING IN THESE GENERAL TERMS SHALL OPERATE TO LIMIT OR EXCLUDE ANY LIABILITY FOR FRAUD OR GROSS NEGLIGENCE.
IX. DEFAULT. INDEMNIFICATIONThe occurrence of one of the following events constitutes an Event of Default:a) The Client breaches any of the Client’s obligations or warranties under these General Terms;b) It is or becomes illegal for the Client to perform the Client’s obligations under this Agreement;c) BitToro is unable to contact the Client in accordance with the Client’s most recent instructions for sending correspondence.In case of an Event of Default, BitToro is entitled:a) To terminate this Agreement with immediate effect;b) To take any action it deems necessary to protect its interests.You shall defend, indemnify, and hold harmless BitToro, its affiliates, third-party service providers, each of their respective employees, officers, directors and representatives from and against any claims, damages, losses, liabilities, costs and expenses (including reasonable attorney’s fees), arising out of or relating to any third-party claim concerning these General Terms or your use of the BitToro Exchange Service in violation to these General Terms or any Applicable Law.
X. TERMINATIONThis Agreement shall be terminated immediately by closing of your BitToro Account, on the grounds of Art. 9.2, Letter a) or otherwise, and discontinuing use of the BitToro Exchange Service. The Agreement can be terminated upon written notice by BitToro if BitToro discontinues the offering of the BitToro Exchange Service, regardless of the reasons.In the event that your suspended or closed BitToro Account has an outstanding balance, you are entitled to recover the relevant Digital Assets, together with the Interest accrued thereon, respectively the fiat equivalence of the latter, unless we are prohibited by any Applicable Law or a court order to release them, including but not limited to the case that we have reasonable grounds to suspect that the Digital Assets or the funds used for purchase of the Digital Assets were obtained through fraud or any unlawful means or connected with any criminal activities.The termination of this Agreement shall not prevent any Party from seeking any remedies against the other Party for any breach of this Agreement occurring prior to such termination.
XI. NOTICESAny notice required or made under these General Terms from BitToro to the Client shall be considered validly received when addressed to the Client’s last used e-mail address, mailing address or phone number. Additionally, we may provide notices through posting on the BitToro Platform.Any notice required or made under these General Terms by the Client to BitToro shall only be made through an e-mail in English, sent to support@BitToro.io.