These General Terms and Conditions for digital asset services (hereinafter referred to as “Terms”) govern the contractual relationship and set forth the rights and obligations between
Innovation Service Group s.r.o., Zagrebska 562/41, Vinohrady, 120 00 Praha 2, Czech Republic, business identification number: 17743281 (hereinafter referred to as “Company”, “we”, “us”, “our” or “ours”), and a client (each a “Party” and together the “Parties”),
WHEREAS, “Customer” shall mean any legal entity receiving or seeking to receive from Company digital asset services by registering or interacting with our Web Portal, and other services as the case may be (together the “Services”), represented by an Authorised representative(s) of the Customer;
WHEREAS, the Parties fully understand the risk involved in entering into over-the-counter transactions with Digital Assets, as described in Risk Disclosure on our Web Portal.
An Authorised representative of the Customer must read and understand the Terms before accepting and using the Services. The Terms shall be deemed to have been read, understood, and accepted by the Customer once an Authorised representative of the Customer has registered via Web Portal, accessible through a web browser, and accepted the Terms before using the Services.
1. DEFINITIONS AND INTERPRETATION OF TERMS
1.1. “Affiliate” refers to: (a) any entity controlled, directly or indirectly, by either Party; (b) any entity that controls either Party, whether directly or indirectly; or (c) any entity, directly or indirectly, under common control with either Party, where “control” of any entity means ownership of a majority of the voting power of such entity.
1.2. “Asset(s)” means fiat currency or Digital Asset.
1.3. “Authorised representative(s)” means any person(s) authorised by the Customer from time to time to act for and on behalf of the Customer in connection with any Account and/or Services, whose name and/or specimen signature (where required) has been provided to us, including any person appointed in the Application for Services and any person appointed as attorney by the Customer under power of attorney notified to us and in respect of whom we have not received from the Customer any written notice of revocation or termination of such person’s appointment, powers or authority and any person (whether the name in the Service Application or otherwise notified to us by or on behalf of the Customer in such manner as required by us) as being a person who will access Services via Web Portal. Where any person (other than a natural person) is authorised by the Customer, “Authorised Representative” shall inсlude a natural person(s) authorised by such person (s) to act on its behalf.
1.4. “Business Day” refers to a day (other than a Saturday or a Sunday) on which commercial banks and foreign exchange markets are open for business in the place(s) specified in the Confirmation or, if not specified, in the places relevant to the Transaction and in accordance with market practice, selected by us in good faith in a commercially reasonable manner, including based on market practice for the type of action or payment to take place or be effected on such a day.
1.5. “Confirmation” refers to any and all of the information or confirmations which shall be issued by us (directly or using a specialised third party software) as a record of the terms of any Transaction and contain sufficient details to identify such Transaction.
1.6. “Customer Data” refers to the data inputted or provided by you, your authorised Users, or us on your behalf for the purpose of using the Services or facilitating your use of the Services, and which may inсlude personal data.
1.7. “Digital Asset(s)” means any digital or virtual asset, currency, coin, or token based on protocols and used by decentralised peer-to-peer computer networks, as further specified in the applicable Confirmation.
1.8. “Digital Asset Network” means any computer network such as blockchain that offers Digital Assets or permits the generation of Digital Assets by network providers.
1.9. “Digital Event” means any Applicable Airdrop or Material Fork in the network of a currency or Digital Asset that is applicable to a Transaction and is specified as such in the Confirmation, or any other event that we reasonably determine in our sole discretion that results in the creation of a new Digital Asset or any perceived economic benefit to the Digital Asset holder and that we determine in our discretion that any resulting Digital Asset or economic benefit has been received and can be economically and operationally distributed.
1.10. “Early Termination Date” means a date on which all Transactions terminate pursuant to the occurrence of the Events of Default.
1.11. “Event of Default” has the meaning specified in Clause “Events of Default”.
1.12. “Exchange(s)” means securities or futures exchanges, clearing houses, self-regulatory organisations, multilateral trading facilities or alternative trading systems including those where Digital Assets are traded or exchanged.
1.13. “KYC” means Know Your Customer standards which are designed to protect financial intermediaries and institutions against fraud, money laundering, terrorist financing, and corruption.
1.14. “Notional Amount” means the quantity of Transaction Currency specified in a relevant Confirmation.
1.15. “Potential Event of Default” means any event which may constitute an Event of Default either in the long run or in case of giving the notice of such event or both.
1.16. “Privacy Policy” means our privacy policy as set out on our Website.
1.17. “Sanctions” means any law, regulation, decree or order, rule, or requirement relating to economic or trade sanctions, embargoes, or export controls and similar laws in force from time to time of: (i) the United Nations; (ii) the European uniоn; (iii) Switzerland; (iv) the United States of America (OFAC list); or (v) any other country, authority or regional or supranational body which imposes the aforementioned measures affecting any Party and/or any of the activities envisaged under these Terms or the Confirmation.
1.18. “Sanctioned Countries” means any country which is directly or indirectly the subject of any Sanctions.
1.19. “Sanctions Targets” means any legal or natural person that is directly or indirectly the subject of any Sanctions (whether by virtue of being named on any list of persons or entities subject to Sanctions, by being ultimately beneficially owned or controlled by or acting on behalf or at the direction of such a person or by being a national of, or ordinarily resident or located in a Sanctioned Country).
1.20. “Security Document” means any guarantee, credit support annex, letter of credit, or any other security document that secures your obligations under these Terms and each Transaction entered into pursuant to these Terms
1.21. “Settlement Date” refers to, in relation to any Transaction, the day and the exact time specified in the relevant Confirmation for payment of any amount or delivery of any Asset or currency under that Transaction. If such date is not a Business Day, it shall be adjusted taking into account if applicable: (a) “Clearing systеm Business Days”, i.e., any day or days on which any clearance systеm that is specified in the Confirmation is open for execution and settlement of instructions; (b) “Currency Business Day”, i.e., any day or days on which commercial banks are open for business (including dealings in foreign exchange and foreign currency deposits) in the principal financial center for the relevant currency.
1.22. “Trade Date” means, in respect of a Transaction, the date and time on which the Parties enter into a Transaction;
1.23. “Transaction” means any deliverable spot or another transaction in Assets concluded by you with us pursuant to these Terms that shall be subsequently confirmed by us to you in writing in a Confirmation of such Transaction.
1.24. “Transaction Currency” means, in relation to a payment for any Transaction, the currency in which such payment should be made.
1.25. “Web Portal” means the service of making available any one or more in-house developed or third-party channels of electronic access, self-service access, and/or any other channels and/or means of access as may be determined by us in our absolute discretion from time to time, to any of the Services, which channels and/or means may inсlude websites, a dedicated application programming interface(s) (API(s)), software applications, instant messaging applications, computers, mobile telephones, electronic mails, mobile devices and/or other devices in or outside Switzerland.
1.26. “Website” means our website.
2. GENERAL PROVISIONS
2.1. The Customer may not start using our Services prior to the confirmation of successful KYC Review (“KYC Review”) completion on our Web Portal and the account setup, including verification of your control over the sender wallet(s) by a method determined at our discretion and accounts verification procedures (“Verification Procedure(s)”).
2.2. KYC Review and Verification Procedures may vary depending on the Customer (e.g. legal form, type of business) and may be amended by us at our discretion at any time as required by change of regulation, legal framework, market conditions, or other circumstances relevant to KYC Review and Verification Procedure(s).
2.3. We may unilaterally accept or reject any potential Customer in accordance with our internal policies and procedures with no obligation to provide the justification for our decision.
2.4. We may at any time request additional documentation and information from the Customer required to fulfill the requirements of our internal policies and procedures and resume KYC Review. If the Customer does not provide the requested documentation, we have the right not to provide our Services to the Customer.
2.5. The Customer must immediately inform us about any change in the documentation or information provided during the initial KYC Review and Verification Procedure(s) and provide us with the relevant documentation. The following changes must be communicated to us, but are not limited to:
2.5.1. Change of the domicile address of the shareholder(s), controlling or authorised person(s) of the Customer;
2.5.2. Change of the country of incorporation or the main business activity, scope, purpose, or sector of business activities of the Customer, liquidation of the legal entity of the Customer;
2.5.3. Change in the beneficial ownership structure (ultimate beneficial owners) of the Customer.
2.6. We have no obligation to complete the KYC Review and Verification Procedure(s) or review the additional documentation and information within a particular period of time. We will notify the Customer of successful KYC Review completion or if we require any additional documentation or information to complete KYC review and Verification Procedure(s), or in case the business relationship has been rejected respectively.
2.7. Under no circumstances will the Company be held responsible or liable in any way for any loss of the Customer whatsoever, including any unrealised gain, because of the unfinalised KYC Review or Verification Procedure(s) or business relationship rejection.
2.8. As part of the Services Company provides the Customer the possibility to enter into a Transaction. The Parties agree on the following manner of entering into Transactions:
2.8.1. when you want to enter into a Transaction you contact us via the agreed means of communication (see Clause “Communication”);
2.8.2. you may specify the base Asset, price Asset, price, side, and amount or specify only the base Asset, price Asset, side, and amount;
2.8.3. prior to entering into a Transaction, you are required to make available to us a sufficient amount of Assets by sending Assets to us in accordance with clause “Settlement and Netting”. We have the right at our sole discretion to agree to post-trade settlement or to otherwise provide you with the required liquidity;
2.8.4. you understand and agree that in case of post-trade settlement, we reserve the right not to settle our side of the Transaction until you settle your side of Transaction in full;
2.8.5. the Parties may agree to a partial settlement of a Transaction. You will settle your part of a Transaction first and we will settle our side of a Transaction afterwards proportionally subject to a clause that our overall exposure against you will not become positive.
2.8.6. with each instruction in respect of any Transaction via the agreed means of communication (see Clause “Communication”) you instruct and unconditionally authorise us at our sole discretion to:
2.8.6.1. remit the Assets sent by you to us to a party other than Company (which may inсlude persons affiliated or not affiliated with us, third-party exchanges, liquidity providers, or other counterparties);
2.8.6.2. use the Assets to purchase the Asset defined in the instruction;
2.8.6.3. subject to Company duly received cleared Assets, to a) credit the purchased Asset to your account balance with us or transfer them to your bank account in case of fiat currencies or your Verified Wallet(s) in case of Digital Assets.
2.8.7. if we are willing to enter into a Transaction, we will send back an immediate acknowledgement (“Acknowledgement”), which must inсlude price, amount, side, base Asset, price Asset, which is a Transaction Currency, and other relevant information;
2.8.8. however, we do not act as a market maker and are not obliged to provide you with simultaneous two-sided quotes on a permanent basis;
2.8.9. if there are any Transactions on a particular day, we will send you a Confirmation with all Transactions that were entered during this day (see Clause “Trade Confirmations”).
2.9. Each Transaction entered into in the manner described above is a binding contract between you and us.
2.10. A Transaction will be deemed to have been executed when an initiating Party receives an Acknowledgement.
2.11. You accept the fact that the prices, at which we are ready to enter into a Transaction, are determined by us taking into account a number of factors. You may not communicate or use our prices for any purpose other than for your own trading with us. You acknowledge that our prices may not match prices that you see elsewhere.
2.12. While we endeavour to be available and/or online as much as possible and be ready to enter into Transactions at competitive prices, in rare circumstances technical conditions (such as the quality of the connectivity between you and us) may pose a hurdle to do so that is not always possible to overcome. In case of any technical problems affecting the performance of these Terms, the relevant Party shall immediately notify the other Party of the occurrence of such technical problems and use its best endeavours to resolve such problems.
2.13. You understand and agree that as a financial intermediary Company is not supervised by the Swiss Financial Market Supervisory Authority (FINMA) but by the self-regulatory organisation VQF, Financial Service Standards Association (https://www.vqf.ch/).
2.14. You acknowledge that ISG is required to comply with notification or registration obligations under Czech AML Act No. 253/2008 Sb. and is subject to supervision by the Financial Analytical Office (FAÚ) or the Czech National Bank (CNB), depending on the scope of services provided.
3. TRADE CONFIRMATIONS
3.1. You will be sent the Confirmation of Transactions not later than the next day that follows the day when at least one Transaction took place. Confirmations will detail any Transaction, state a Settlement Date, provide additional calculations, and, if necessary, other information, which is relevant to the settlement. The Settlement Date may be the same as the Trade Date.
3.2. Where we make any calculation, valuation, adjustment, or determination or take any other action under these Terms, we shall do so in good faith having regard to relevant market practice. In the absence of bad faith, negligence, or manifest error we shall not be liable for any damages, losses, costs or expenses incurred by you as a result of any such calculation, valuation, adjustment, determination, or any other action.
3.3. Failure to send a Confirmation will not constitute an Event of Default on our part or lead to not recognising the Transactions that should have been covered in such a Confirmation.
3.4. Each Confirmation constitutes a supplement to and forms an integral part of these Terms.
3.5. You undertake to verify the correctness of each Confirmation and to inform us within 2 (two) Business Days from delivery of any Confirmation of any discrepancies or omissions or inaccuracies or incorrect entries in the Confirmation. After one Business Day, the account entries as kept by us and the details contained in the Confirmation shall be conclusive evidence against you without any further proof that the entries in the account and the details contained in the Confirmation are correct except as to:
3.5.1. any alleged errors which you have already brought to our attention; and
3.5.2. any payments made on forged or unauthorised endorsements, subject to our right to adjust (which may be exercised by us at any time) any details contained in the Confirmation where they have been wrongly or mistakenly made by us with the notification of such adjustments to be sent to you.
3.6. Except as provided above, we shall be free from all claims in respect of the particulars of the Transaction contained in the Confirmation if approved by you as stated above, notwithstanding any discrepancies, omissions, inaccuracies, or incorrect entries in the Confirmation as so stated, whether made, processed or paid out as a result of forgery, fraud, lack of authority, negligence or otherwise by any person whatsoever.
3.7. We are entitled to use third-party software in order to generate as well as distribute Confirmations.
3.8. Any Confirmation or other documents to be given to you shall be validly given if dispatched to you in accordance with your contact details last registered with us and shall be deemed to have been received by you (i) if sent by email – in the time when the documents are sent by email in case no failure notices are received by the sender, (ii) if sent by courier – within five (5) Business Days (domestic courier) and ten (10) Business Days (international courier service).
4. SETTLEMENT AND NETTING
4.1. Each Party will make each payment or delivery of the Assets (according to the terms of each Transaction) on the relevant Settlement Date, subject to the other provisions of these Terms (“Obligations”). Each Party undertakes to fulfill its Obligations in accordance with Confirmations.
4.2. Our Obligations set above are subject to:
4.2.1. the condition precedent that no Event of Default or Potential Event of Default with respect to you has occurred and is continuing;
4.2.2. the condition precedent that no Early Termination Date has been effectively designated by us in respect of the relevant Transaction; and
4.2.3. any other condition as may be specified in these Terms to be a condition precedent for the purposes of this Clause.
4.3. Under a deliverable spot Transaction:
4.3.1. each Party will pay the amount specified to be payable in the Confirmation or, as the case may be, deliver the Asset required to be delivered by the Party; and
4.3.2. each such payment and delivery shall be made on the Settlement Date specified in the Confirmation or if no such date is specified, the Settlement Date shall be the next business day after the Trade Date (T+1 settlement, where T is the Trade Date) unless otherwise agreed by the Parties.
4.4. All payments to be made to each Party under any Transaction shall be made in the Transaction Currency in immediately available funds (in case of payments to us) at such account as we may by notice specify, and (in case of payments to you) at such account notified by you to us.
4.5. All deliveries to be made to each Party under any Transaction shall be made (in case of deliveries to us) at such location (including Digital Asset Network address) as we may specify by notice, and (in case of deliveries to you) at such location (including Digital Asset Network address) notified by you to us. The general rule is that we confirm the receipt of a Digital Asset after a certain number of network confirmations. The number of confirmations may vary from Asset to Asset. The confirmation of the receipt of a Digital Asset may be delayed because of the downtime or disruption of the respective Digital Asset Network.
4.6. Each Party acknowledges that it is its responsibility to timely provide the actual and correct accounts and/or Digital Asset Network addresses to the other Party.
4.7. You may inform us about the delivery of Assets to us or request the delivery of Assets from us via Web Portal or other agreed means of communication as specified in clause “Communication”. Delivery of Assets will be made in accordance with the terms of this Clause applicable to payments and deliveries.
4.8. Fiat currencies sent to us by you will be used by us to execute Transactions entered by you as part of our Services and do not bear you interest.
4.9. Digital Assets sent to us by you may be stored together with those of other Customers in a wallet controlled and secured by us, or on accounts that we maintain with third-party providers and do not bear you interest.
4.10. We have the right to transfer the full amount of any asset held with us, or a portion thereof, back to you at any time and at our full discretion without additional deductions or amendments to the terms of any Transaction.
4.11. BY USING OUR SERVICES, YOU ACKNOWLEDGE, UNDERSTAND AND AGREE THAT AS A FINANCIAL INTERMEDIARY Company IS NOT A BANK AND IS NOT SUPERVISED BY THE SWISS FINANCIAL MARKET SUPERVISORY AUTHORITY (FINMA) AND THAT YOUR DEPOSITS ARE NOT COVERED BY DEPOSITOR PROTECTION INSURANCE.
4.12. All sums payable by you under the Terms shall be paid in full without set-off or counterclaim or any restriction or condition except as otherwise provided for by these Terms. We do not accept payments or deliveries from any party other than you and any third party will never pay on our behalf.
4.13. Payments in fiat currencies must be made from or to a bank account in your name. We will return the funds that were transferred from the accounts that are not held in your name and withhold any transfer or investigation fees from the original amount. The return of the funds may take several business days to settle.
4.14. Deliveries of the Digital Assets must be made from or to the wallet(s), and verified during the Verification Procedure (“Verified Wallet(s)”). We reserve the right to return or dispose of the Digital Assets as it may be required by law which were transferred from unidentified wallets less any transfer or investigation fees from the original amount if the Verification Procedure cannot take place and we cannot allocate the Digital Assets to you.
4.15. If on any date amounts are due by each Party to the other in the same currency and/or Asset in respect of any Transactions entered into under these Terms, such amounts owing may be automatically satisfied and discharged and only the net amount owing on that day shall be paid and/or delivered by the Party owing the larger amount to the other Party.
4.16. Where you have more than one (1) unsettled Transaction, we may, but shall not be obliged to, aggregate the amounts due to be paid and/or delivered on any given Settlement Date (notwithstanding that such amounts may be due on different Settlement Dates) such that only the net amount owing shall be paid and/or delivered by the Party owing the larger amount to the other Party, such payment and/or delivery to take place no later than the latest Settlement Date applying to such Transactions (“Netting”).
4.17. In the event that you fail to make a payment or delivery under these Terms, you shall, to the fullest extent permitted by law, pay us charges (“Indemnification”) on such unpaid or undelivered amount from the due date to the date that payment or delivery is made in full at the rate of ten percent (10%) per annum above the prevailing overnight market swap rate, as defined by us, for the relevant currency with respect to such overdue amount unless otherwise agreed with you in writing or specified on our Web Portal. Such interest shall be calculated by us on a normal basis (365 days) for the currency or Asset concerned on a daily basis and shall be payable on demand or added to an unsettled amount due of a respective currency.
4.18. The receipt or recovery by us of any amount in respect of your obligation to pay (under these Terms or any Confirmation) in a currency other than the relevant Transaction Currency as any payment to us under any relevant Transaction, whether pursuant to a judgement of any court or under these Terms, shall discharge such obligation only to the extent that, on the first day on which we are open for business immediately following such receipt, we shall be able, in accordance with normal banking procedures, having regard to prevailing relevant market rates, to purchase the Transaction Currency with the currency received. If the amount of the Transaction Currency so purchasable shall be less than the original Transaction Currency amount calculated by us pursuant to the provisions of these Terms, or directed pursuant to the judgement of any court, you shall, as a separate obligation and notwithstanding any judgement of any court, indemnify us against any loss sustained by us. You shall, in any event, indemnify us against any costs incurred by us in making any such purchase of the Transaction Currency.
5. SETTLEMENT ADJUSTMENTS
5.1. We may make such changes, conversions, adjustments, or modifications to the settlement, payment, or other terms of any Transaction in good faith having regard to relevant market practice as appropriate to preserve the economic terms of such Transaction or to ensure that the terms of such Transaction match with the terms of our hedging transaction or market practices, as a result of disrupting events, including market disruptions, settlement disruptions, changes in law, market illiquidity and any adjustments and modifications to any Asset, including the occurrence of extraordinary events such as a disruption event or other events that have a diluting or concentrative effect on the theoretical value of the relevant Asset, taking into account any considerations we reasonably regard as relevant, including tax considerations.
5.2. An “Extraordinary Event” shall mean any of:
5.2.1. a “Change in Law”, which means that, on or after the Trade Date of any Transaction: (i) due to the adoption of or any change in any applicable law or regulation (including, without limitation, changes in (1) any tax law or (2) the regulatory treatment of any Digital Asset, or network(s) relating to a Digital Asset Network or their development)); or (ii) due to the promulgation of or any change in the interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law or regulation in any jurisdiction (including, without limitation, (1) any action taken by a taxing authority, or (2) the issuance of any binding or non-binding guidance or rules of interpretation by a regulatory authority with competent jurisdiction), we determine in our sole and absolute discretion that (a) it has become illegal, impossible or otherwise impracticable for us to hold, acquire or dispose of the Asset relating to such Transaction, or (b) we will incur a materially increased cost in performing our obligations under such Transaction (including, without limitation, due to any increase in tax liability, decrease in tax benefit or other adverse effect on our tax position);
5.2.2. a “Failure to Deliver”, which means the failure of a Party to deliver, when due, the relevant Asset under that Transaction, where such failure to deliver is due to illiquidity in the market for such Asset;
5.2.3. a “Hedging Disruption Event”, which means: (i) that we are unable, after using commercially reasonable efforts, to (1) acquire, establish, re-establish, substitute, maintain, unwind or dispose of any Transaction(s) or Asset(s) we deem necessary to hedge the risk of entering into and performing our obligations with respect to the relevant Transaction; or (2) realise, recover or remit the proceeds of any such transaction(s) or Asset(s) (including, without limitation, as a result of theft or loss of any Asset(s) we have acquired to hedge our risks in connection with the relevant Transaction, whether through a cyber-attack or otherwise); or (ii) that we would incur a materially increased amount of tax, duty, expense or fee (as compared with circumstances existing on the Trade Date) to take any of the actions mentioned in (1) or (2) above, provided that any such materially increased amount that is incurred solely due to the deterioration of our creditworthiness shall not be deemed a Hedging Disruption Event;
5.2.4. a “Manifest Error”, which means, in relation to a Transaction, the occurrence of an error that is reasonably believed to be obvious or palpable, including, but not limited to, exaggerated quantities or at manifestly incorrect prices; and
5.2.5. any other event which we determine would or may have a material effect on the commercial basis of any Transaction.
5.3. If an Extraordinary Event has occurred, we may, in our sole and absolute discretion, make such adjustments to the exercise, settlement, payment or any other terms of the Transaction as we consider appropriate which may inсlude (but are not limited to):
5.3.1. canceling the Transaction and calculating any payment due to or from you based on the closing prices as we reasonably deem to be appropriate other than in the case of a Manifest Error, in which case no further payments or deliveries will be due between the Parties; or
5.3.2. suspending or otherwise modifying the Transaction and/or a Confirmation to the extent that the Extraordinary Event makes it impossible or impracticable for us to comply with the terms thereof.
5.4. A “Settlement Disruption Event” will occur if:
5.4.1. any event that, as determined by us in our sole discretion, disrupts or impairs our ability to effect Transactions in or to obtain market values for the Asset;
5.4.2. as a result of an event beyond the control of either Party, the transfer of a relevant Asset cannot be reasonably effected; or
5.4.3. due to some other event beyond the control of either Party, the valuation or settlement of any relevant Asset cannot be effected.
5.5. If a Settlement Disruption Event prevents settlement on each of the six (6) Business Days following the original Settlement Date, we will arrange for the Asset to be delivered in any other commercially reasonable manner on such date as we determine to be appropriate acting in good faith having regard to relevant market practice.
5.6. A “Disruption Event” means any event which, in our sole discretion, makes it illegal, impossible, or otherwise impracticable for a Party to fulfill its obligations under a Transaction and shall inсlude (but not be limited to) the following events:
5.6.1. the exchange rate of the Asset specified in the Confirmation or otherwise determined by us to be appropriate for any Transaction is split into dual or multiple currency or Asset exchange rates;
5.6.2. it has become illegal, impossible, or otherwise impracticable to convert the Transaction Currency in the country for which the Transaction Currency is the lawful currency through customary legal channels;
5.6.3. it has become illegal, impossible, or otherwise impracticable to deliver the Asset;
5.6.4. a Digital Event with respect to an Asset which is applicable to a Transaction and is specified as such in the Confirmation;
5.6.5. any force majeure event (howsoever described) that, in our opinion, distorts an orderly market of Assets of one or more Transactions; or
5.6.6. any material change of circumstance or other event which, in our opinion, makes it illegal, impossible, or otherwise impracticable to perform any calculation or determination or to do any action as referred to in a Confirmation (including without limitation, performing any valuation or effecting settlement of any Transaction).
5.7. Upon the occurrence of a Disruption Event (other than a material fork of the network of an Asset), we may sеlect and/or adjust the date of settlement and the manner of settlement and shall carry out such other adjustments in good faith having regard to relevant market practice, taking into account all the available information that we deem relevant in respect of such Transaction. We may also:
5.7.1. cancel the Transaction and calculate any payment due to or from you based on the closing prices as we reasonably deem to be appropriate other than in the case of a Manifest Error, in which case no further payments or deliveries will be due between the parties; or
5.7.2. suspend or otherwise modify these Terms to the extent that the Disruption Event makes it impossible or impracticable for us to comply therewith.
5.8. We shall also notify you as soon as practicable after the occurrence of any such Disruption Event of any such alternative basis for the determination or adjustment of the manner of settlement, as the case may be.
6. TAXES
6.1. Each Party shall be liable for its own tax obligations and shall bear responsibility for payment of its own taxes in accordance with the applicable tax rules.
6.2. All payments in respect of any Transaction under these Terms will be made free and clear of and without withholding or deduction of any present or future taxes, including, without limitation, goods and services tax, levies, imposts deductions, charges, and all liabilities with respect to any such present or future taxes, excluding taxes imposed on net income (all such non-excluded taxes hereinafter referred to as “Taxes”). If you are or become required by law to make any such withholding or deduction from any payment in respect of any Transaction under these Terms, then you shall pay to us, in addition to the payment to which we are otherwise entitled under these Terms, such additional amount as is necessary to ensure that the net amount actually received by us will equal the full amount we would have received had no such deduction or withholding been required.
6.3. In addition, you agree to pay any present or future stamp or documentary taxes or any other excise or property taxes, charges, or similar levies that arise from any payment made under these Terms or from the execution, delivery, or registration of, or otherwise with respect to, any Confirmation or document delivered in respect of these Terms (hereinafter referred to as “Other Charges”).
6.4. You will indemnify us for the full amount of Taxes or Other Charges (including without limitation any Taxes or Other Charges imposed by any jurisdiction on amounts under this Clause payable by us), or any liability (including penalties, interest, and expenses) arising out of or with respect to any such Taxes or Other Charges. This indemnification shall be made within thirty (30) calendar days from the date we make a written demand for it.
7. REPRESENTATIONS AND WARRANTIES
7.1. On entry into these Terms, the following representations and warranties are made (each of which will be deemed to be repeated by the Party each time when entering into a Transaction):
7.1.1. You have read and understood the Risk Disclosure, which is published on our Website, and you understand and are prepared to accept the degree of risk involved in the entry into Transactions under these Terms; in particular, you understand the nature of the Transactions contemplated under these Terms and that such Transactions are subject to complex risks which may arise without warning and may result in substantial losses, including total loss of the balances of the Assets sent by you to us.
7.1.2. The balances of the Assets sent by you to us are not considered deposits within the meaning of the Swiss Banking Act and therefore not covered by depositor protection insurance;
7.1.3. You accept and release us of responsibility for all risk and damages resulting from an undetected transmission error, misunderstanding, hacking, unauthorised access, or fraud arising from Transaction entered via Web Portal or other agreed means of communication as specified in clause “Communication”.
7.1.4. You acknowledge that the prices at which you enter in any Transaction with us may not match prices you may see elsewhere.
7.1.5. You are capable of assessing the merits of and understanding (whether on your own or through independent professional advice) and understand and accept the terms, conditions, and risks of these Terms. You are also capable of assuming and assume the risks of these Terms.
7.1.6. As a company or organisation, each Party is duly organised and validly existing under the laws of the jurisdiction of its organisation or incorporation and, if relevant under such laws, it is in good standing.
7.1.7. Except where expressly agreed otherwise each Party acts for its own account and on its own behalf only. You have made your own independent decision to enter into these Terms and use our Services under these Terms at your own risk and as to whether these Terms and our Services are appropriate or proper for you based upon your own judgement and upon advice from such advisors as you have deemed necessary.
7.1.8. By entering into these Terms and any Transaction, each Party confirms that it does so as principal and not as agent or any person or entity or in any other capacity, fiduciary or otherwise.
7.1.9. No Party can assign its rights and obligations under these Terms to any other third party without the prior written consent of the other Party.
7.1.10. You are not relying on any communication (written or oral) received from or produced by us as investment advice or as a recommendation to enter into these Terms, it is understood that any information and explanation related to the terms and conditions of any Transaction will not be considered investment advice or a recommendation to enter into such Transaction. No communication (written or oral) received from or produced by us will be deemed to be an assurance or guarantee as to the expected results of any Transaction.
7.1.11. These Terms and each Transaction constitute legal, valid, and binding obligations of the Parties that are enforceable in accordance with their terms (subject to applicable bankruptcy, reorganisation, insolvency, or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application).
7.1.12. The transactions contemplated by these Terms and each Transaction are within the powers and capacity of each Party.
7.1.13. No Event of Default or Potential Event of Default with respect to you has occurred and is continuing or would occur by reason of your entry into, or performance of, your obligations under these Terms or under any Transaction. Any proceedings pending or threatened against you at law or in equity, or before any governmental authority, if adversely determined against you, will not, in the aggregate, materially impair your ability to perform your obligations under these Terms or under any Transaction, and there is no such proceeding which purports to affect the legality, validity or enforceability of these Terms or any Transaction.
7.1.14. The performance of any of your obligations under these Terms will not violate:
7.1.14.1. any law, regulation, decree or legal restriction, tax regulation or obligation, or any order or judgement of any court or other agency of government applicable to a Party or any of its Assets;
7.1.14.2. any provision of the constitutional documents of a Party; or
7.1.14.3. the terms of any material agreement to which a Party or any of its Assets are subject.
7.1.15. You undertake as follows:
7.1.15.1. You will comply in all material respects with all applicable laws, rules, regulations, and orders, non-compliance with which would materially adversely affect your operations or business or credit or would materially impair your ability to perform your obligations under these Terms or under any Transaction, and that you will obtain and make all statutory, corporate and governmental authorisations, approvals and filings which may be required from time to time in order to perform your obligations under these Terms and under each Transaction;
7.1.15.2. you will make available to us, within fourteen (14) calendar days of our request, all updated financial information (namely, Balance sheet, Profit and Loss statement, Cash Flow Statement), which fairly represents its financial condition on the dates and for the periods covered by such information;
7.1.15.3. you will forthwith notify us in writing of the occurrence of any Event of Default or Potential Event of Default in respect of you and of any steps being taken by you to remedy any such event.
7.1.16. You understand and acknowledge that, as a matter of law and/or our corporate policy or risk appetite, we are or may become obliged to comply with Sanctions, may become directly or indirectly exposed to punitive or restrictive measures or enforcement action under Sanctions; and/or may elect on a voluntary basis to comply with Sanctions. We shall not be obliged to perform activities under these Terms or any Confirmation, and shall have no liability for such activities, to the extent that we determine (in our sole discretion) that performing such activities may: (i) cause us to breach Sanctions; (ii) expose us directly or indirectly to punitive or restrictive measures or enforcement action under Sanctions; or (iii) would be inconsistent with our corporate policy or risk appetite in relation to Sanctions.
7.1.17. You will not enter in any Transaction with us if it is in breach of Sanctions; it may directly or indirectly expose us to punitive or restrictive measures or enforcement action under Sanctions; and/or it is for the direct or indirect benefit of any Sanctions Target (or in a manner which may directly or indirectly result in any dealing in any property in which a Sanctions Target may have an interest). You agree and understand that if you become exposed to Sanctions, we may immediately freeze your Assets held with us, and stop Services provision and we will not be liable for any of your loss caused by these actions.
7.1.18. You hereby warrant and represent to us (which warranties and representations shall be deemed repeated on each day during the term of these Terms) that there are no existing or prospective Sanctions that would prevent performance of any of the activities envisaged under these Terms and that we shall not breach Sanctions or become exposed to punitive or restrictive measures or enforcement action under Sanctions as a direct or indirect result of any of your acts or omissions pursuant to these Terms.
7.1.19. All information supplied by you in connection with these Terms and each Transaction is true, complete, and accurate in all respects.
7.1.20. You confirm that you are an institutional investor with professional treasury management and do not qualify as a consumer under Czech law (Act No. 634/1992 Sb.). If this status changes, you are obliged to notify us immediately. In such case, any further Transactions may require review or re-categorisation in line with Czech consumer protection laws and CNB expectations.
8. CONFLICTS OF INTEREST
8.1. You understand we may enter into trades with one of our Affiliates as our counterparty or with a person otherwise associated with us, even if a conflict of interest may arise. You also understand we may enter into Transactions in which we have a direct or indirect material interest.
9. EVENTS OF DEFAULT
9.1. Each of the following circumstances shall be an Event of Default with respect to you:
9.1.1. Insolvency: (i) if you become insolvent or become unable to pay your debts as they fall due; or make a general assignment, arrangement or composition with or for the benefits of your creditors; (ii) if you institute or have instituted against you a proceeding seeking a judgement of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights; (iii) if a petition is presented for your winding-up or liquidation; (iv) if you have a resolution passed for your winding-up or liquidation or a proceeding seeking a judgement of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar laws affecting creditors’ rights; (v) if you make a general assignment or arrangement or composition with or for the benefit of its creditors; (vi) if you seek or become subject to the appointment of an administrator, receiver, trustee, custodian or other similar officials in respect of any of your Assets; (vii) if an encumbrancer takes possession of all or substantially all of your Assets or if a distress, execution, attachment, sequestration or other process is levied, enforced, sued on, or put into force against any of your Assets; (viii) if any event occurs which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in this Clause above; or (ix) if you take any action in furtherance of, or which indicates your consent to, approval of, or acquiescence in, any of the foregoing acts or circumstances.
9.1.2. Failure to Pay or Deliver. If you fail to make any payment or delivery of the Assets required to be made by you under these Terms when it falls due and such failure is not remedied on or before the third Business Day after notice of such failure to pay or deliver is given by us.
9.1.3. Misrepresentation. If any representation, statement, and warranty made, deemed to have been made, repeated, or implied by you under or in connection with these Terms proves to have been incorrect or misleading in any material respect at the time when it was made or repeated or deemed to have been made.
9.1.4. Performance Failure. If you fail to comply with, perform, or observe any term or condition contained in these Terms (other than a Failure to Pay or Deliver) and such failure is not remedied on or before the fifteenth day after notice of such failure is given by us.
9.1.5. Cross-Default. If there occurs with respect to you an event of default (howsoever described) under any agreement, mortgage, indenture or instrument entered into by you with any third party, which results in any of your indebtedness or liability becoming or becoming capable of being declared due and payable before the date on which it would otherwise have become due and payable, or if you fail to pay any amount under any such arrangement when it falls due or upon demand.
9.1.6. Material Adverse Change. If there is any material adverse change in your financial, legal, or regulatory position which we become aware of and which may affect your ability to comply with your obligations under these Terms or any Transaction. In particular but not limited to, if you are no longer an institutional investor with professional treasury management.
9.1.7. Change of Control or Transfer. If you consolidate or amalgamate with, or merge into or with, or transfer all or substantially all of your Assets to, another entity and at the time of such consolidation, amalgamation, merger, or transfer: (i) the resulting, surviving or transferee entity fails to assume all your obligations under these Terms or under any Security Document required in respect of these Terms to which you or your predecessor were a Party (whether by operation of law or pursuant to an agreement in a form reasonably satisfactory to us); (ii) the benefits of these Terms fail to extend (without our consent) to the performance by such resulting, surviving or transferee entity of its obligations under these Terms; or (iii) the creditworthiness of the resulting, surviving or transferee entity is materially weaker than immediately before such action.
9.2. Additional Events of Default.
9.2.1. Force Majeure. After giving effect to any applicable provision, disruption fallback or remedy specified in, or pursuant to, the relevant Confirmation or elsewhere in these Terms, if either Party is prevented from or hindered or delayed by reason of any force majeure or governmental act in the delivery or payment of any currency or Asset in respect of any Transaction, or from complying with any other material provision of these Terms.
9.2.2. Illegality. After giving effect to any applicable provision, disruption fallback or remedy specified in, or pursuant to, the relevant Confirmation or elsewhere in these Terms, if an event or circumstance occurs in relation to either Party where it becomes, or with the lapse of time will become, unlawful under any applicable law (including without limitation the laws of any country in which payment, delivery or compliance is required by the other Party), for any reason whatsoever, for a Party to perform any absolute or contingent obligation to make a payment or delivery under these Terms or to comply with any other material provision of these Terms.
9.2.3. Sanctions: (i) after giving effect to any applicable provision, disruption fallback or remedy specified in, or pursuant to, the relevant Confirmation or elsewhere in these Terms, if an event or circumstance occurs in relation to either Party where Sanctions prohibit or prevent a Party from performing any absolute or contingent obligation to make a payment or delivery under these Terms or complying with any other material provision of these Terms; and/or (ii) any Party becomes exposed directly or indirectly to punitive or restrictive measures or enforcement action under Sanctions.
9.3. Effect of an Event of Default.
9.3.1. At any time while an Event of Default is continuing, we may by notice to you:
9.3.1.1. specify the relevant Event of Default or Events of Default;
9.3.1.2. declare all outstanding Transactions and the obligations of the Parties in connection with any Transactions terminated as of the date specified in such notice (“Early Termination Date”).
9.3.2. These Transactions and such obligations shall terminate as of such Early Termination Date (whether or not such Event of Default or Events of Default are continuing on that date).
9.3.3. Upon the occurrence or effective designation of an Early Termination Date, we will make any further payments or deliveries under Clause “Settlement and Netting” in respect of Transactions only after all payments or deliveries of all outstanding Transactions are made by you.
9.3.4. Upon the occurrence or effective designation of an Early Termination Date, we will have the right (but shall not be obliged) to set off or apply any obligation of yours owed to us (whether or not matured or contingent and whether or not arising under these Terms, and regardless of the currency, place of payment or booking office of the obligation) against any of our obligations owed to you (whether or not matured or contingent and whether or not arising under these Terms, and regardless of the currency, place of payment or booking office of the obligation). For the purpose of cross-currency set-off, we may convert any obligation into a single currency defined by us (“Termination Currency”) at the applicable market exchange rate available on the relevant date. This Clause shall not constitute a mortgage, charge, lien, or other security interest upon any of your property or Assets. We shall, as soon as practicable thereafter, give notice to you of any exercise of our rights under this Clause.
9.3.5. Where we agreed to provide liquidity to you in accordance with clause 2.8.3 and we have not:
9.3.5.1. In the case of a sale of a Digital Asset by you, within two (2) hours of the time of the execution of the respective instruction received the Digital Asset in our wallet;
9.3.5.2. In the case of a sale of a fiat currency by you, within forty eight (48) hours of the time of the execution of the respective instruction received the funds in fiat currency into our bank account; we reserve the right to unwind the instruction by selling the relevant Asset or repurchasing the relevant Assets that were expected to be delivered to us. You agree to indemnify and hold us harmless for any loss we incur in the unwinding of any instruction in accordance with this clause. You also agree to pay us interest at the rate of 10% per annum (calculated on a daily basis) above the prevailing overnight market swap rate, as defined by us, on any sums due to us under this clause.
10. LIMITATION OF LIABILITIES, INDEMNITY
10.1. WE, OUR OWNERS, OFFICERS, DIRECTORS, EMPLOYEES AND CONSULTANTS SHALL NOT BE LIABLE TO YOU OR ANYONE CLAIMING THROUGH YOU FOR ANY INCIDENTAL, DIRECT OR INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOSSES WHATSOEVER INCURRED IN RELATION TO THESE TERMS INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF BUSINESS, UNLESS SUCH DAMAGE IS CAUSED BY OUR (OR ANY OF OUR EMPLOYEES, AGENTS OR REPRESENTATIVES) WILLFUL MISCONDUCT OR GROSS NEGLIGENCE.
10.2. YOU ARE SOLELY RESPONSIBLE FOR MAINTAINING THE ACCURACY AND INTEGRITY OF YOUR OWN DATA OR LOSS OF ANY DATA, ANY UNAUTHORISED ACCESS TO, ALTERATION OF YOUR DATA, PROGRAMS OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, FOR LOST OR CORRUPT TRANSACTION OR DATA BY WHATEVER MEANS IN WHATEVER FORMS. WE, OUR OWNERS, OFFICERS, DIRECTORS, EMPLOYEES, AND CONSULTANTS SHALL NOT BE LIABLE FOR ANY DAMAGES WHATSOEVER DUE TO YOUR ACTS OR OMISSIONS.
10.3. TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE ARE NOT RESPONSIBLE FOR ANY DECISIONS MADE UPON CONFIRMATIONS OR ANY OTHER DATA PROVIDED BY US TO YOU.
10.4. NEITHER PARTY SHALL BE LIABLE FOR ANY PERSONAL INJURY OR LOSS OF PROFITS.
10.5. Notwithstanding anything to the contrary in Sections above, neither Party excludes or limits its liability which cannot be excluded or limited by applicable law.
10.6. You agree that the terms in this limitation of liability represent a reasonable allocation of risk, this Section is an essential element of these Terms. In no event shall our liability to you exceed 50 000 EUR (fifty thousand euro). This limitation of liability does not apply to settlements of Transactions and does not limit the amounts Company owes to the other party with regard to post-trade settlements.
10.7 Indemnity. You shall indemnify, defend and hold harmless Company, its affiliates, and its respective officers, directors, employees, agents, and representatives from and against any and all claims, damages, losses, liabilities, judgments, settlements, costs and expenses (including reasonable attorney’s fees) arising from or in connection with the services provided under these Terms, except to the extent that such claims, damages, losses, liabilities, judgments, settlements, costs and expenses are caused by the negligence or intentional misconduct of the Company. Company will promptly notify you of any such claim and reasonably cooperate with you in defense of such claims at your expense.
11. CONFIDENTIAL INFORMATION AND DATA PROTECTION
11.1. Each Party shall at all times keep confidential and shall not disclose to any third party any information of a confidential nature acquired in connection with these Terms, any Transactions, any means of communication, any settlement schemes, or the performance of our obligations thereunder, except the following cases (“Exceptional Disclosures”):
11.1.1. as required by applicable regulation or under the compulsion of law or by request of any regulatory, government, or law enforcement agencies in any jurisdiction; or
11.1.2. to the extent that the confidential information is in or lawfully comes into the public domain other than by breach of this Clause; or
11.1.3. the cases where such disclosure is necessary in order to facilitate the fulfillment of the obligations under these Terms and is required by a third party such as an intermediary, bank or clearing house.
11.2. Any information of a confidential nature must be kept confidential within at least 10 (ten) years after the termination of these Terms.
11.3. In addition to Swiss data protection law, for Customers residing or incorporated in the European uniоn, including the Czech Republic, ISG shall comply with Regulation (EU) 2016/679 (General Data Protection Regulation – GDPR) and Czech Act No. 110/2019 Sb., on the processing of personal data.
11.4. Where Customer Data pertains to Czech data subjects, the data controller or processor shall ensure compliance with Czech Office for Personal Data Protection (ÚOOÚ) guidelines.
11.5. We reserve the right to mandate business areas and services to group companies or third parties situated in Switzerland or abroad. You acknowledge and accept that your Customer data can be processed and sent to the mandated by us parties and they may transfer your data to further service providers mandated by them. All provided data shall be kept confidential by the data processing parties except in the cases of the Exceptional Disclosures.
11.6. You agree and acknowledge that the recipients of the information in connection with these Terms, any Transactions, any means of communication, any settlement schemes, or the performance of our obligations may not be bound by Swiss data protection laws or any other confidentiality rules and we do not control their use of the data.
12. COMMUNICATION
12.1. Any notice or other communication required or authorised to be given under these Terms shall be done in writing and may be communicated via our Web Portal, including electronic instructions transmitted via an electronic communication network and instructions received in chats in messengers, or sent by personal delivery, or by pre-paid, or recorded delivery letter, or by the first-class courier, or by e-mail from an authorised email address to the address as notified to the other party from time to time (“Means of Communication”). Any notice, instruction, or other communication will be deemed to have been received on the date it is delivered.
12.2. Any instruction received by us via Means of Communication in respect of any Transaction and identified as to proper authority to our satisfaction shall be deemed to be your proper and duly authorised instructions and shall be binding on you, and we shall not be liable for acting upon such instructions even if such instructions contain an error or are not authentic or duly authorised.
12.3. Under no circumstances are we liable for the uptime and correct performance of any communication channels including our Web Portal. If the information and/or data transmitted via a communication channel is incorrect due to any technical issues with this communication channel, we undertake to make such adjustments to this information and/or data in good faith having regard to relevant market practice, taking into account all the available information that we deem relevant in respect of any affected Transaction(s).
12.4. It is solely your responsibility to control that only your authorised representatives (“User(s)”) receive access to and use our Web Portal and, if applicable, API keys and Services in compliance with these Terms. All rights and obligations of Customer relating to the use of Web Portal and the Services, subject to these Terms, apply equally to each User that uses the Web Portal and the Services. You also undertake to follow the best practices to avoid any breach of security including but not limited to unauthorised access to our Web Portal and usage of API keys. Despite the risk of unauthorised access, we assume that any Transaction is entered by you, Settlement details of any Transaction are specified by you, and that you are liable for settling them. We are not responsible for any unauthorised use of the Web Portal and the Services by the User(s).
12.5. Our Web Portal and the Services are provided on an “as is” and “ as available” basis without any representation or warranty and may be unavailable from time to time for reasons of maintenance or any other reason. You understand and acknowledge that the operation of the communication channels including our Web Portal or the Services may be interrupted, suspended, or terminated due to numerous factors both within and outside of our control. You agree that we are not liable for any damages arising from any such interruption, suspension, or termination of any communication channel, Web Portal, or the Services and that you shall envisage contingency plans to account for such interruptions or suspensions thereof.
12.6. While accessing Web Portal User(s) must use multi-factor authentication. You agree that we may provide your two-factor authentication data to a third-party service provider in order for us to authenticate you.
13. TERMINATION AND AMENDMENTS
13.1. These Terms shall become effective on the date of acceptance (“Effective Date”).
13.2. Each Party has the right to terminate the contractual relationship governed by these Terms at any time by providing a written notice to the other Party, through the agreed means of communication stated under the “Communication“ section of these Terms. The termination is effective upon the receipt of such notice by the receiving party.
13.3. Notwithstanding anything to the contrary in these Terms, the Obligations contained in Section “Settlement and Netting” above (as outlined in these Terms or in any Confirmation) shall survive the termination of these Terms.
13.4. All provisions of these Terms relating to warranties, confidentiality obligations, proprietary rights, limitation of liability, indemnification obligations, and payment obligations shall survive the termination thereof.
13.5. Upon termination, within one (1) calendar day each Party agrees to pay or deliver all outstanding Obligations as defined in section “Settlement and Netting” to the other Party unless otherwise agreed that the Party owing the larger amount to the other Party agrees to pay or deliver the net amount as defined in “Settlement and Netting”. In the event that you fail to make payment within one (1) calendar day upon termination the Indemnification as specified in section “Settlement and Netting” will start to apply from the first day of such delay.
13.6. Without limiting the preceding clauses, we may also terminate your access to the Web Portal at any time, without a requirement to state a reason. You shall have no recourse, and we shall have no liability with respect to any such termination.
13.7. We at our sole discretion may amend from time to time any Clause of these Terms with a notice period of at least 2 (two) weeks (“Terms Amendment”). We shall notify you of the Terms Amendment by e-mail or by a notice on the Web Portal. The Terms Amendment is effective on the date and time as specified in the notification. If you do not agree with an amendment, you need to terminate the contractual relationship governed by these Terms by sending us a written notice through the agreed means of communication stated under the “Communication“ section of these Terms and stop using our Services.
14. MISCELLANEOUS
14.1. Together with the Privacy policy, Risk policy, and other documents (if any), these Terms shall govern the provision of our Services to you.
14.2. All Transactions are entered into in reliance on the fact that these Terms, including all Confirmations, will together form a single agreement between you and us, and that neither we nor you would otherwise enter into any Transactions.
14.3. If there is any inconsistency between the provisions of these Terms and any Confirmation, the Confirmation shall prevail for the purposes of a particular Transaction.
14.4. To the extent that any provision of these Terms is found by any court or competent authority to be invalid, unlawful or unenforceable in any jurisdiction, that provision shall be deemed not to be a part of these Terms and shall not affect the enforceability of the remainder of these Terms nor shall it affect the validity, lawfulness or enforceability of that provision in any other jurisdiction.
14.5. The Parties consent to the collection, storage, and disclosure by the other Party and its agents of any confidential information to governmental authorities as required by law or other agreement by or between governments. Confidential information includes personal data, account details, transactional information, and any other information that a reasonable person would consider to be of a confidential or proprietary nature.
14.6. The captions are for convenience only and in no way define, limit or enlarge the scope of these Terms or any of its sections.
14.7. These Terms and the rights and obligations of the Parties shall be governed by the laws of the Czech Republic if the Customer is a resident or entity established under the laws of the Czech Republic.
14.8. Any dispute, controversy, or claim arising out of or in relation to these Terms, including any question regarding its existence, validity, or termination, shall be resolved by the courts of the Czech Republic, or if agreed, through arbitration conducted under Czech law.
14.9. Subject to these Terms, we grant you a non-exclusive, non-transferable, personal license during the term of these Terms to use, and to allow your Users to use, (but not modify) Web Portal, Website, API(s) and/or the Services on your own account as principal. All rights not expressly granted herein are reserved by us. You acknowledge and agree that all intellectual property rights in and to our Web Portal, Website, API(s), and/or the Services, as applicable, including any trademarks, belong to us or our licensors and are protected by law.
15. COMPLAINT HANDLING AND CUSTOMER PROTECTION (Applicable to Czech Clients)
15.1. Customers are entitled to file complaints regarding the provision of services by ISG through the following methods:
● Via email to
● In writing to:
15.2. ISG commits to responding to complaints within 15 business days. In exceptional cases, a reply may take up to 35 business days.
15.3. The clients also have the right to escalate unresolved complaints to:
● The Czech Financial Arbiter (Finanční arbitr, www.finarbitr.cz), if eligible, or
● The Czech Trade Inspection Authority (ČOI), for breaches of consumer protection law.
The persons executing these Terms and on behalf of the Customer represent that they have the requisite authority to bind the Customer on whose behalf they are accepting these Terms.
Terms Effective Date: 20.03.2025
