This Public Offer Agreement (“Agreement”) is an official offer of CREDERS Sp. z o.o. that operates under the brand name “Coinsflow” (“Company”) addressed to potential users (“Client”) of the Company’s “Services” via “EMI Application”, as they are defined below.
Definitions
Account means the Client’s virtual account with the Company created for the Client’s access and use the Services provided by the Company through the EMI Application.
AML meansanti-money laundering.
AML Policy means anti-money laundering policy, which is the document focused on the prevention of money laundering and terrorism financing, developed by the Company in accordance with the Applicable Law and can be accessed at the Website.
Applicable Law mean laws of the Republic of Poland.
Content means source code, functionality, databases, website designs, software, audio, video, text, photographs, and graphics on the Website.
EMI means Oro Pay Ltd which is a licensed electronic money institution in Cyprus, with its registration number HE 366500 and license number 115.1.3.23/2018that cooperates with the Company and where the Client has an opened and valid Payment Account.
EMI Application means the mobile application or website operated by the EMI, and through which the Client is able to access and use the Services under the certain terms and conditions set out in this Agreement.
Fees mean any fees chargeable by the Company in relation to use of the Services by the Client.
Fiat means a government-issued currency which has no intrinsic or fixed value and is not backed by any tangible asset such as gold or silver.
KYC means Know-Your-Customer.
Payment Account means the payment account opened in the Client’s name with the EMI and allows the Client to keep Fiat on it, make settlements, deposits, and withdraw funds in Fiat.
Policy(-ies) mean Privacy Policy, AML&KYC Policy, and any other policies of the Company available on the Website and amended by the Company from time to time.
Services means the services provided by the Company according to the list specified in this Agreement below.
TMs means trademarks and logos of the Company contained on the EMI Application and on the Website.
Transaction means deposit and/or withdrawal in Virtual Assets, exchange of Virtual Assets to Virtual Assets, exchange Virtual Assets to Fiat, and exchange Fiat to Virtual Assets.
Virtual Asset means a digital representation of value that is not issued or guaranteed by government or public authority but that can be digitally traded, transferred, and used for payment or investment purposes, but is not obligatory attached to Fiat and does not possess a legal status of currency.
Website means https://coinsflow.pl/.
Opening an Account
To access the Services, the Client must open an Account with the Company. The Client can open only one Account with the Company.
The Client can open an Account with the Company only on the Client’s behalf unless the Client expressly authorized to do so on behalf of the legal entity.
By opening the Account, the Client represent and warrant that:
To open the Account the Client is required:
By acceptance of this Agreement:
The Company may reject to open the Account to the Client at its sole discretion in accordance with the Policies and the Company’s internal procedures with no obligation to provide the justification for its decision.
The Company will not be liable for any losses suffered by the Client in case of unfinalized KYC check or opening Account rejection.
KYC checks
The Client may not start using the Services prior to the successful KYC check completion and the Account setup.
KYC checks may vary depending on the type of the Client (individual or legal entity) and may be amended by the Company at its discretion at any time as required by change of Applicable Law, any regulations, legal framework, market conditions, or other circumstances applicable to KYC checks.
The Company receives from the EMI KYC documents, information, including the Client’s personal information of the Client which the Client submits to the EMI, and which should be true, accurate, current, and complete. The Client may be required to provide any additional KYC documents, information, including personal information of the Client at any time, which the Client is obliged to submit at the earliest opportunity. Failure to do so may lead to suspension or closing of the Account and termination of providing the Services.
The Client must immediately inform the EMI about any change in the KYC documents or information provided during the initial KYC checks and provide the EMI with the relevant documentation. The following changes must be communicated to the EMI, but are not limited to:
Password
The Client agrees to keep the Client’s username and password strictly confidential. The Client will be responsible for all use of the Account and the password to the Account.
The Client must notify the EMI immediately in case of unauthorized use of the Account.
Suspension or closing of the Account
The Account can be suspended or closed at the Company’s sole discretion at any time by giving a notice with immediate effect in the following cases:
The Account can be suspended or closed at the Company’s sole discretion at any time by giving a 30 (thirty) days prior notice in the following cases:
the Client’s Payment Account is suspended or closed by the EMI;
The Account can be suspended or closed at the Client’s discretion at any time. In such case, the Client shall provide due notice of the intention to close the Account via the EMI Application. The Account will be closed immediately upon payment by the Client of all the due Fees and commissions due to the Company, if any.
Upon closing of the Account:
In case of closure the Account at the Company’s discretion with immediate effect, Virtual Assets on the Client’s Account may be blocked until the issue of Account closure is resolved.
In case of closing the Account (i) at the Company’s discretion by giving a 30 (thirty) days prior notice, or (ii) at the Client’s discretion, the Client shall provide the instructions related to transfer the Virtual Assets from its Account within 20 (twenty) calendar days from the notice on closing the Account.
In the event that, within the said 20 (twenty) days period instructions have not been provided, the Virtual Assets are converted to Fiat and transferred to Payment Account.
The Company and EMI will not be liable for any losses suffered by the Client in case of suspension or closing the Account.
If the Company closes or suspends the Account for any reason whatsoever, the Client is prohibited from registering and creating a new Account under the Client’s name, or the name of any third party, or other fake name.
General terms of provision of the Services
It is explicitly understood by the Client that the EMI is not providing any virtual asset services to the Client. The Services are accessible and provided to the Client solely by the Company through theEMI Application.
The Company provides the following Services:
The Company ensures safekeeping and/or administration of the Client’s Virtual Assets (including control, ownership, or storage of Virtual Assets, including private encrypted keys).
The Company may set the minimum and the maximum amounts of Virtual Assets for any Service and Transaction by indicating such restrictions in Annex A.
Withdrawal of the Virtual Assets can be made at any time at the Client’s own discretion, considering Transaction limits and restrictions.
The Client is solely responsible to pay out any fees and commissions to the Company.
For any payments that are made using the blockchain, an invoice is considered complete by the Company after the payment has an acceptable number of block confirmations. The Company is not liable for settling invoices with payment that receives insufficient number of block confirmations. The Company uses techniques to detect payments that are at risk of never receiving sufficient number of block confirmation, however these measures do not completely eliminate the risk associated with unconfirmed payments.
The Company has no influence on the processing time of any of the Transactions on any blockchain and therefore bears no responsibility for them.
No payment services in Fiat are provided by the Company.
Provision of any Service can be declined by the Company at any time, as well as processing of any Transaction, if the Company suspects that the Client or the Transaction intends to breach this Agreement, the Policies or the Applicable Law.
Exchange Services
The Company provides the Client with an access to a digitally secured wallet for Virtual Assets via EMI application, where the Client will be able to exchange, store, and withdraw Virtual Assets and securely store the Client’s private keys for these purposes.
Service shall only be available to those Virtual Assets which the Company is able to make available from time to time in accordance with its internal risk and compliance procedures.
To provide Exchange Services, the Company uses the exchange rates from various sources for every trading pair. The Company does not use any sole exchange rate provider and collect information from different sources. The Client understands and accepts that the rates used for making exchange transactions may differ from the rates that are presented by other exchange service providers. The Company does not bear any responsibility for the volatility of exchange rates of Virtual Assets.
The Client also agrees to the fact that the Client does not have the ability to revoke or demand the cancellation or return of the completed exchange operation.
The Exchange Services does not imply and constitute any currency exchange except as described in this Agreement. No Exchange Services of Fiat-to-Fiat currencies are provided by the Company.
Transfer of Virtual Assets
The Client may transfer its Virtual Assets from the Account to Virtual Assets wallets of the Client and any third parties. The Client is not entitled to transfer the Virtual Assets in the amount which exceeds the amount available on the Account.
The Client may accept Virtual Assets on the Account from other Virtual Assets wallets of the Client and any third parties.
The Client hereby authorizes the Company to receive, hold, and disburse Virtual Assets on the Client’s behalf in accordance with this Agreement.
The Client acknowledges, understands, and agrees that Transactions with Virtual Assets are irreversible. As soon as the Client has confirmed the Transaction, it is irreversible, with no further obligation or liability of the Company with respect to the completed Transaction.
The Virtual Assets of the Client may be lost in case of choosing the wrong network for sending the Virtual Asset by the Client with no liability of the Company in this regard.
The Company is not liable for the transfer of the Client’s Virtual Assets to other wallets. It remains the Client’s duty and obligation to ensure that use of Virtual Assets is made in accordance with the Applicable Law, which specifically includes without limitation any guidelines which may be issued by any regulatory body with jurisdiction over the Client or any of the Client’s activities.
Deposits and withdrawals
In order to access the Services, the Client has to deposit Virtual Assets on the Account.
The Company offers the Services only related to the specific Virtual Assets. The Client may observe the availability of the Virtual Assets on the Exchange Service Page on the EMI Application, which the Client is responsible to check on a regular basis.
Withdrawal of the Virtual Assets can be made at any time at the Client’s own discretion, considering Transaction limits and restrictions.
The Client is solely liable for the accuracy of information required for carrying out any deposit, transfer, exchange, payment, and withdrawal of any Virtual Asset from the Account.
Fees, Cancellations and Refunds
The Company charges the Fees for the provision of the Services in amount which is set out in the Annex A. The Client may always see the amount applicable to the relevant Service Fee before such Service is executed. The Fees amount can be changed from time to time at the Company’s sole discretion with 30 (thirty) days prior notice.
The Fees shall be charged automatically when the Client uses the Services. The Company does not issue any invoices for the Fees.
If the Fees are not paid, the Company will not provide, execute, and complete the requested Service until they are paid in full.
The Client cannot cancel and demand the return of the requested and completed Transaction unless the Company cancels the Transaction due to any technical reason or suspension of any misconduct from the Client’s side.
Taxes
The Client hereby confirms that the Client is solely responsible for paying all and any taxes and their correct amount, that are to be withheld, paid, or collected with regards to use the Services.
The Company is not in any way obliged to determine whether taxes apply, and is not responsible to collect, report, or remit any taxes arising from any Transaction or Service to any authority whatsoever on the Client’s behalf, unless otherwise specifically agreed in advance, and in writing to do so, and may be subject to a service fee, if so agreed.
The Company suggests the Client consult with a legal or tax professional in relation to the tax assessment of the Services the Client requests.
Prohibited activities
As a user of the Services, the Client agrees not to:
Prohibited Jurisdictions
The Client can find the list of Prohibited Jurisdictions on the Website https://coinsflow.pl/terms_and_conditions.
The Company does not allow individuals and legal entities based in the countries from the list to access the Services. If the Client is accessing the Services from one of the countries of Prohibited Jurisdictions, the Client should immediately discontinue the access and stop using any Services.
The Client shall not execute Transactions to/from the Prohibited Jurisdictions, when doing so the Client is breaching this Agreement, and therefore the Company shall follow the provisions for closing of the Account.
The list of Prohibited Jurisdictions may be updated at any time at the discretion of the Company without further notice. The Client should check the list of the Prohibited Jurisdictions on the Website from time to time.
Intellectual property rights
Unless otherwise specified in this Agreement, the Company’s Website, the Content on it and the TMs, including those which may be placed on the EMI Application from time to time, if any are (i) a proprietary property of the Company, (ii) owned or controlled by the Company or licensed to the Company, and (iii) are protected by the Applicable Law, laws of European Union, and international conventions.
The Content and the TMs are provided “AS IS” for the Client’s information and personal use only. Except as expressly provided in this Agreement, no part of the Website and no Content or TMs may be copied, uploaded, posted, reproduced, aggregated, republished, publicly displayed, translated, distributed, sold, licensed, or otherwise used for any commercial purpose whatsoever, without the Company’s express prior written permission.
The Client must not:
The Company reserves all rights not expressly granted to the Client in and to the Website, the Content, and the TMs.
Copyright infringement
In case the Client believes that any material available on or through the Website infringes upon any copyright the Client owns or controls, the Client shall immediately notify the Company. A copy of the Client’s notification will be sent to the person who posted or stored the material addressed in the notification.
Please be advised that the Client may be held liable for damages if the Client makes material misrepresentations in the notification. Thus, if the Client is not sure that material located on or linked to by the Website infringes the Client’s copyright, the Client should consider first contacting a lawyer.
Privacy Policy
The Company cares about the Client’s data privacy and security. Please review the Privacy Policy https://coinsflow.pl/privacy-policy/. By using the Services, the Client agrees to be bound by the Privacy Policy.
Validity and termination
This Agreement shall remain in full force and effect while the Client uses the Services.
Upon closing or suspending the Account, the Company reserves the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.
The Company reserves the right to, in its sole discretion and without notice or liability, deny access to and use of the Services, to any person for any reason or for no reason, including without limitation for breach of any representation, warranty, or covenant contained in this Agreement, the Policies, Applicable Law, or any regulation.
The Company may terminate the Client’s use of the Services, close the Account and terminate this Agreement at any time at its sole discretion.
Applicable Law and dispute resolution
This Agreement and use of the Services are governed by and construed in accordance with the laws of the Republic of Poland. Any disputes arising out or relating to this Agreement, the Policies, use of the Services will be resolved according to the laws of the Republic of Poland.
Any disputes, actions or proceedings related to this Agreement, the Policies, use of the Services should be submitted before the competent courts of the Republic of Poland.
Limitation of liability
The Client agrees that use of the Services will be at the Client’s sole risk. The Client is solely responsible for all actions performed through the EMI Application, for all the Services, requested from the Company and their results. The Client assumes full responsibility for all costs, payments, commissions, and Fees related to use of the Services.
In no event will the Company or its directors, employees, affiliates, service and content providers, or agents be liable to the Client or any third party for any direct, indirect, consequential, exemplary, incidental, special, or punitive damages, including lost profit, lost revenue, loss of data, or other losses and damages arising from use of the Services by the Client, even if the Company has been advised of the possibility of such damages.
To the fullest extent permitted by Applicable Law, the Company disclaims all warranties, express or implied, in connection with the Services and the Client’s use thereof, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
The Company will assume no liability or responsibility for any:
The Company does not warrant, guarantee, or assume any responsibility for any product or service advertised or offered by a third party through the EMI Application, any hyperlinked website, or any website featured in any banner or other advertising, and the Company will not be a party to or in any way be responsible for monitoring any Transaction between the Client and any third-party providers of products or services.
Nothing on the EMI Application constitutes, or is meant to constitute, advice of any kind. If the Client requires advice in relation to matters, the Client should consult an appropriate professional.
Indemnification
The Client agrees to defend, indemnify, and hold the Company harmless, including subsidiaries and affiliates of the Company, and all of the Company’s respective officers, agents, partners, directors and employees, from and against any loss, damage, liability, claim, or demand, including reasonable legal fees and expenses, made by any third party due to or arising out of:
Notwithstanding the foregoing, the Company reserves the right, at the Client’s expense, to assume the exclusive defence and control of any matter for which the Client is required to indemnify the Company, and the Client agrees to cooperate, at the Client’s expense, with the Company’s defence of such claims. The Company will use reasonable efforts to notify the Client of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.
Breach of the Agreement
Without prejudice to the Client’s other rights under this Agreement, if the Client breaches this Agreement or any of the Policies in any way, the Company may take such action as it deems appropriate to deal with the breach, including suspending the Client’s access to the Services, suspending or closing the Account, and termination of this Agreement.
Electronic communication
Visiting the EMI Application, sending emails, and completing online forms constitute electronic communications. The Client consents to receive electronic communications and agrees that all agreements, notices, disclosures, and other communications provided to the Client electronically, via email or on the EMI Application, satisfy any legal requirement that such communication be in writing.
All the communication with the Company is carried out via EMI application.
Complaints
In order to resolve a complaint regarding the Services or to receive further information regarding use of the Services, please contact the Company via EMI application.
Changes to the Agreement
The Company reserves the right to change this Agreement at any time. The Company will notify the Client of significant changes to this Agreement by placing a prominent notice on the EMI Application.
Significant changes will go into effect 30 days following such notification. Non-material changes or clarifications will take effect immediately.
Miscellaneous
This Agreement and the Policies posted by the Company on the Website constitute the entire agreement between the Company and the Client. The Company’s failure to exercise or enforce any right or provision of this Agreement or the Policies shall not operate as a waiver of such right or provision.
This Agreement operates to the fullest extent permissible by the Applicable Law.
The Company may assign any or all of its rights and obligations to others at any time.
If any provision or part of a provision of this Agreement is determined to be unlawful, void, or unenforceable, that provision or part of the provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions.
There is no joint venture, partnership, employment or agency relationship created between the Client and the Company as a result of this Agreement or use of the Services.
The Company shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond its reasonable control.
The Client hereby waives any and all defences the Client may have based on the electronic form of this Agreement and the lack of signing by the parties hereto to execute this Agreement.
If any questions have not been regulated by this Agreement, they shall be regulated under the Applicable Law.
In case this Agreement or any of the Policies are in other than English languages, the English version shall prevail.
Annex A
| Exchange Operations | |
| Exchange Virtual currency to another Virtual currency or Fiat** | 1% |
| Deposit Operations* | |
| Virtual currency Deposit without Exchange | 0.4% |
| Virtual currency Deposit with Exchange to Fiat currency | 0.6% |
| Minimum Virtual currency Deposit operation amount | 2 USDT or equivalent |
| Payout Operations | |
| Send Virtual currency | USDT (TRC20) – 5 USDT USDT (ERC20) – 5 USDT USDC (TRC20) – 5 USDT USDC (ERC20) – 5 USDT BTC, ETH, BNB, SOL, XRP, DOGE, TRX, LTC – network fee + 0.2% |
| Minimum Virtual currency payout amount | 10 USDT or equivalent |
