1. DEFINITIONS
1.1 Advisor means a user registered on the Platform as an Advisor to Client(s).
1.2 BitDirect, we, us or our means BitDirect Global Limited, full details of which are set out in clause 3.
1.3 BitDirect Services means access to the Platform by a User and the services we offer to Users through use of the Platform, including without limitation: (i) facilitating the set up Multi-Signature Wallets for Clients for storing of Bitcoin; (ii) allowing Advisors to manage their services relationship with their Clients; (iii) allowing Advisors to customize their asset under management fees for their Clients; (iv) co-signing Bitcoin transactions on Multi-Signature Wallets for Clients; (v) reporting relating to Platform use and the relevant Multi-Signature Wallet; and (vi) backup security services in the event that a Client loses their hardware device.
1.4 Business Day means any day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business.
1.5 Business Hours means the period from 09h00 to 17h00 on any Business Day.
1.6 Client means a user registered on the Platform as a customer and an Advisor’s client, and who is the beneficial owner of the Bitcoin stored using the relevant Multi-Signature Wallet.
1.7 Dispute means any dispute or difference between the parties in connection with or arising from these Terms in the widest sense, including without limitation any dispute or difference in connection with or in respect of the conclusion or existence of these Terms, the carrying into effect of these Terms, the interpretation or application of the provisions of these Terms, the Parties’ respective rights and/or obligations in terms of and/or arising out of these Terms and/or the validity, enforceability, rectification, termination or cancellation, whether in whole or in part, of these Terms.
1.8 Intellectual Property means all and any intellectual property of any kind including, without limitation, all and any creations of the mind that are recognised and/or capable of being protected by law from use by any other person, and all rights resulting from or attributable to such intellectual activity, whether acquired or protected by statute or common law and whether in terms of applicable laws in England and Wales and/or any other jurisdiction, and including (without limitation): (a) all patents and applications therefor and all reissues, divisions, renewals, extensions, provisionals, continuations and continuations-in-part thereof; (b) all inventions (whether patentable or not), invention disclosures, improvements, proprietary and confidential information, trade secrets, know-how, technology, technical data, utility models, topography rights and customer lists, and all documentation relating to any of the foregoing; (c) all copyrights, copyright registrations and applications therefor, and all other rights corresponding thereto; (d) all industrial designs and any registrations and applications therefor; (e) all internet uniform resource locators and domain names and all goodwill associated with or pertaining to any of the foregoing, (f) all trade names, business names, logos, slogans, designs, rights in trade dress or get-up, common law trademarks and service marks, trade mark and service mark registrations and applications therefor and all goodwill, rights to sue for passing off, and unfair competition rights, associated with or pertaining to any of the foregoing; (g) all software, databases and data collections and all rights therein; (h) all social media accounts including all log in and password details to such accounts and content; (i) all rights arising out of or associated with any of the foregoing, including all rights to sue and recover damages for past, present and future infringement, misappropriation, dilution or other violation of any of the foregoing; and (j) all rights or forms of protection having equivalent or similar effect to any of the aforementioned, which may subsist in any country in the world.
1.9 Multi-Signature Wallet means the multi-signature wallet which is innate to the Bitcoin protocol, being a Bitcoin cryptocurrency wallet that requires two or more private keys to sign and send a transaction, which multi-signature wallet is created and managed using the Platform.
1.10 Platform means our non-custodial bitcoin management platform located at BitDirect.io, that offers the BitDirect Services.
1.11 Privacy Policy means our privacy policy located here.
1.12 Terms means these terms of use, together with the documents referred to in them.
1.13 Virus meaning anything or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
1.14 Vulnerabilities means a weakness in the computational logic (for example, code) found in software and hardware components that when exploited, results in a negative impact to the confidentiality, integrity, or availability.
1.15 User, you or yours means any user of the Platform, and includes (without limitation) any Advisor or Client.
1.16 In addition to the definitions in clause 1, for the purposes of these Terms, the following rules of interpretation shall apply, unless the context clearly requires otherwise:
1.16.1 a reference to:
1.16.1.1 any one gender, whether masculine, feminine or neuter, includes the other two;
1.16.1.2 a party includes its successors or permitted assigns;
1.16.1.3 any number of days prescribed shall be determined by excluding the first and including the last day or, where the last day is a day that is not a Business Day, the next Business Day;
1.16.2 any reference to a person includes, without being limited to, any individual, body corporate, unincorporated association or other entity recognised under any law as having a separate legal existence or personality;
1.16.3 any word or expression defined in any clause shall, unless the application of the word or expression is specifically limited to the clause in question, bear the meaning ascribed to the word or expression throughout this Agreement;
1.16.4 any word or expression defined in, and for the purposes of, these Terms shall, if expressed in the singular, include the plural and vice versa, and a cognate word or expression shall have a corresponding meaning;
1.16.5 references to a statute or statutory provision include any subordinate legislation made from time to time under that statute or provision and references to a statute or statutory provision include that statute or provision as from time to time modified or re-enacted as far as such modification or re-enactment applies, or is capable of applying, to these Terms or any transaction entered into in accordance with these Terms;
1.16.6 references to a clause, sub-clause, Schedule, Annexure or Appendix is to a clause, sub-clause, schedule, annexure or appendix to these Terms;
1.16.7 a law shall be construed as any law, common law, statute, constitution, decree, judgment, treaty, regulation, directive, by-law, order or any other legislative measure or enactment of any government, local government, statutory or regulatory body or court and shall be deemed to include the rules and other requirements of any applicable stock exchange;
1.16.8 any reference in these Terms to these Terms or any other agreement, document or instrument shall be construed as a reference to these Terms or that other agreement, document or instrument as amended, varied, novated or substituted from time to time;
1.16.9 if a definition confers substantive rights or imposes substantive obligations on a party, such rights and obligations shall be given effect to and are enforceable as substantive provisions of these Terms, notwithstanding that they are contained in that definition;
1.16.10 no rule of construction shall be applied to the disadvantage of a party to these Terms because that party was responsible for or participated in the preparation of these Terms or any part of it;
1.16.11 all the headings and sub-headings in these Terms are for convenience only and are not to be taken into account for the purposes of interpreting it; and
1.16.12 where the words include(s), including or in particular followed by specific examples shall be construed by way of example or emphasis only and shall not be construed, nor shall it take effect, as limiting the generality of any preceding words, and the ejusdem generis rule is not to be applied in the interpretation of such specific examples or general words and where the context permits, the words other and otherwise are illustrative and shall not be construed ejusdem generis with or limit the sense of the words preceding them where a wider construction is possible.
2. THESE TERMS
2.1 These Terms govern your relationship with us when you use the Platform and any BitDirect Services and apply to your use of the Platform and such BitDirect Services. Use of the Platform includes amongst other things any use of the BitDirect Services. Please read these Terms carefully before you start to use the Platform. By using the Platform, you will be deemed to have understood these Terms, and your use of the Platform constitutes your acceptance of the Terms, which form a binding agreement between you and us.
2.2 By using the Platform or the BitDirect Services, you confirm that you accept these Terms of use and that you agree to comply with them. If you do not agree to these Terms, you must not use the Platform or the BitDirect Services. We recommend that you print a copy of these terms for future reference.
2.3 The User’s attention is expressly drawn to the provisions in the terms indicated in bold. Please pay special attention to these provisions and ensure that you understand these provisions.
3. INFORMATION ABOUT US
BitDirect.io is a website operated by us. We are registered in England and Wales under the name BitDirect Global Limited, with company registration number 14328642 and with our registered office is at 128 City Road, London EC1V 2NX, United Kingdom.
4. CHANGES TO THESE TERMS
We may revise all or part of these Terms at any time by amending the relevant pages of the Platform. If such changes affect the Service Fees (in whole or in part), the nature and scope of the BitDirect Services or anything else we consider to be material to these Terms, we will communicate to you any such changes by means of reasonable notice when you next log into your account on the Platform or by email to the email address registered to your account. If you continue to use the Platform or any BitDirect Services following any such changes (and where applicable following our publication of such notice to you), you will be deemed to have accepted our revision of these Terms. You are expected to check the Platform pages with these Terms from time to time in order to take notice of any changes we make, as they are legally binding on you from date of posting or our publication of such notice to you (as applicable). It is your responsibility to check this page on a regular basis to ensure that you are aware of these Terms, as updated from time to time.
5. BITDIRECT SERVICES
5.1 Following your registration of an account on the Platform and subject to the remaining provisions of these Terms, we will provide you with the BitDirect Services.
5.2 The Platform uses a secure function that is built into the Bitcoin protocol called a Multi-Signature Wallet that requires that the signing or sending of any transaction must be approved by at least 2 (two) parties. Each private key to the Multi-Signature Wallet is stored on a hardware device held by the Advisor and the Client, as the case may be, and BitDirect’s private key to the Multi-Signature Wallet is stored on a in a hardware security module or other hardware in BitDirect’s name.
5.3 The Client can withdraw their Bitcoin at any time. If the Client requires their Bitcoin to be withdrawn as permitted under these Terms, then the Advisor must co-sign to implement the transaction.
5.4 If a Client loses their hardware device, then upon request by the Client submitted using their account on the Platform, BitDirect and the Advisor will co-sign the transaction to transfer the Client’s Bitcoin to a new Multi-Signature Wallet incorporating the Client’s new hardware device that they have registered with BitDirect. The Advisor is solely responsible for ensuring that the Client request has been submitted by the Client.
5.5 In the event of a client’s death, BitDirect will co-sign a transaction to release all the Bitcoin to the specified beneficiary address provided by the executor of the estate. All legal documentation will need to be obtained from the executor. The Advisor will be required to co-sign the second half of the transaction, upon successful verification of the legal documents and approval by the executor.
5.6 BitDirect shall use commercially reasonable endeavours to make the BitDirect Services available 24 hours a day, seven days a week, except for unscheduled maintenance performed outside Business Hours, provided that BitDirect has used reasonable endeavours to give the User at least 3 Business Hours’ notice in advance.
6. NOT A CUSTODIAN OF VIRTUAL CURRENCY
It should be noted that all transactions are implemented on the Bitcoin blockchain and that BitDirect does not store any Bitcoin (whether in a cold wallet or otherwise) on behalf of any party. As such, BitDirect does not control and cannot implement a transaction without the Client and/or Advisor agreeing to it. BitDirect is not a custodian or issuer of virtual currency, or a bank, broker dealer, investment club, or investment advisor. BitDirect is merely a platform through which Users can create, monitor, and sign and send Bitcoin transactions. Users are solely responsible for compliance with all applicable laws relating to the use of Bitcoin, other applicable laws and, specifically, Advisors are solely responsible for compliance with any applicable ‘know your client’ and anti-money laundering laws. Each User shall to the maximum extent permitted by applicable law indemnify BitDirect for all claims, losses, damages, liabilities, including legal fees and expenses, arising out of or related to the User’s use of the Platform, the BitDirect Services and the User’s use, holding, and/or trading of Bitcoin, including the violation (whether intentional or not) of any applicable law.
7. RISKS AND RESPONSIBILITIES
As a general matter, Users should be aware of the following prior to utilizing the BitDirect Services:
7.1 Investing in and holding Bitcoin can be extremely risky. The fluctuation of the value of Bitcoin is completely beyond our control. In addition, factors beyond BitDirect’s control may affect market liquidity for and the value of Bitcoin, such as regulatory activity, market manipulation, or unexplainable price volatility. Blockchain networks and exchanges may go offline as a result of bugs, hard forks, or a number of other unforeseeable reasons, and this will affect the value of your Bitcoin. BitDirect takes no responsibility whatsoever for the value of your Bitcoin and does not assume the risk of losses due to your purchase of, investing in and/or holding Bitcoin or due to factors beyond its control regarding the viability of specific Bitcoin blockchain network or any exchange.
7.2 Understanding Bitcoin requires advanced technical knowledge. Bitcoin is often described in exceedingly technical language that requires a comprehensive understanding of applied cryptography and computer science in order to appreciate inherent risks. Our making available of the BitDirect Services does not indicate approval or disapproval of Bitcoin’s underlying technology, and should not be used as a substitute for your own understanding of the risks involved. We give you no warranty as to the suitability of Bitcoin and assume no related fiduciary duty in your favour.
7.3 You accept the risk of sending and receiving Bitcoin. In entering into any transaction involving any Bitcoin, including sending any Bitcoin to or receiving Bitcoin from any address, you represent that you have been, are, and will be solely responsible for making your own independent appraisal and investigations into the risks of the transaction and the underlying Bitcoin. You represent that you have sufficient knowledge, market sophistication, professional advice and experience to make your own evaluation of the merits and risks of any transaction and any underlying Bitcoin.
7.4 Users accept all consequences of sending Bitcoin to an address. Bitcoin transactions are not reversible. Once you send Bitcoin to an address, you accept the risk that you may lose access to your Bitcoin indefinitely. For example, an address may have been entered incorrectly and the true owner of the address may never be discovered, or an address may belong to an entity that will not return your Bitcoin, or an address may belong to an entity that may return your Bitcoin but first requires action on your part, such as verification of your identity. As a result, it is very important that you make sure that the address you are sending any Bitcoin to or the address that you maintain on your Account, is the correct address.
7.5 You are aware of and accept the risk of operational challenges. BitDirect may experience cyber-attacks, cyber-security breaches, unexpected surges in activity, or other operational or technical difficulties that may cause interruptions in the BitDirect Services or your access to the Platform, and may even affect your or your Clients’ account balance. You accept the risk of transaction failure resulting from such operational or technical difficulties, including those resulting from sophisticated attacks. You agree not to hold BitDirect accountable for any related losses.
7.6 BitDirect does not advise on trading risk. Our BitDirect Services do not include, and it is not our intention to ever give you any form of investment or financial advice, or professional advice of any kind. If at any point, BitDirect or its representatives do provide advice of any kind, trading recommendations, market commentary, or any other information, you should not rely on it and the act of doing so imposes no obligation of truth or due diligence on behalf of BitDirect or its representatives. Users are advised to seek their own independent financial advice before opening an account or otherwise entering into any transactions. You acknowledge that you have been free to secure independent legal, financial and other advice as to the nature and effect of the BitDirect Services and your making use thereof, and of all of the provisions of these Terms, and that you have either taken such independent advice or dispensed with the necessity of doing so.
7.7 BitDirect must comply with applicable law. Applicable law, regulation, and/or executive orders may require BitDirect to, freeze your account, or provide information (including personal information) regarding your identity, location and/or your account. If BitDirect freezes any Client’s account, then the Advisor and Client may withdraw the Bitcoin from that account using a third party multi-signature wallet provider. [If this is done, then BitDirect will subsequently delete from BitDirect’s servers all personal data and transaction information relating to the Client, the Advisor and each of their accounts, unless BitDirect is required to retain any such information under applicable law].
7.8 Further, our recordkeeping and Client verification procedures are subject to change at any time as required by law or industry practices. We must comply with applicable law and regulation and you accept any inconveniences to you or other consequences resulting from our compliance.
8. REFERRAL PROGRAMME
8.1 An Advisor may earn a referral bonus (Referral Bonus) in relation to any Advisors that sign up to and make use of the BitDirect Services from time to time. Once an Advisor has registered an account on the Platform, BitDirect will send the Advisor a referral code (Referral Code). If any person (Referred Advisor) registers an Advisor account on the Platform using the Referral Code, then the Advisor will be entitled to a Referral Bonus of 0.05% per annum of the Referred Advisor’s Bitcoin under their management. The Referral Bonus accrues daily, but becomes payable by BitDirect to the Advisor each time that the accrued aggregate Referral Bonus amounts payable to the Advisor reach a minimum threshold amount of the accrued Referral Bonus (as determined by BitDirect in its sole discretion from time to time) (Referral Programme).
8.2 Without prejudice to any of its rights referred to in these Terms, BitDirect may in its sole and absolute discretion makes changes to, or discontinue the Referral Programme. Any such changes will apply prospectively.
9. CHARGES AND PAYMENT
9.1 The fees to be charged by the Advisor to the Client will be as agreed between the Advisor and the Client, and as specified by the Advisor on the Platform in relation to the relevant Client (Advisor Fees). The Client acknowledges and agrees that BitDirect and the Advisor shall deduct the Advisor Fees from the Bitcoin capital of the Client held in the Multi-Signature Wallet each time that a minimum threshold of accrued Advisor Fees is reached (as determined by the Advisor in its sole discretion from time to time, subject to the remaining provisions of this clause 9). The Advisor is obliged to co-sign any transaction required to implement a deduction of Advisor Fees.
9.2 In consideration for the provision of the BitDirect Services, at any time when any Advisor Fees are processed, the Advisor will incur a payment liability in favour of BitDirect to make payment of a management fee (BitDirect Fees, with the BitDirect Fees and the Advisor Fees being referred to collectively as Service Fees), being 0.25% per annum accrued daily of the total Bitcoin under management with the Advisor per annum. The Advisor acknowledges and agrees that the BitDirect Fees will be deducted from the Bitcoin capital of the Client held in the Multi-Signature Wallet, as part of the Service Fees, when the Advisor Fees are processed.
9.3 Notwithstanding clause 9.1, at BitDirect’s discretion, Advisor Fees will become payable and will be deducted from the then-current Bitcoin capital of the Client held in the Multi-Signature Wallet, and BitDirect Fees will simultaneously become payable and will be deducted from such capital, if:
9.3.1 the Client requests cancellation of their account;
9.3.2 the Client initiates a transaction to withdraw any Bitcoin from their Multi-Signature Wallet;
9.3.3 the Client replaces their Advisor or requests replacement of their Advisor.
9.4 If Advisor Fees have not been processed for an extended period of one month or more, BitDirect reserves the right in its sole discretion to suspend, on 7 days’ written notice to the Advisor, the Advisor’s access to all or a part of the Platform until such Advisor Fees have been processed.
9.5 At the instant that the Advisor Fees are collected, the Advisor Fees and the BitDirect Fees shall be paid to the respective Parties.
9.6 You shall be entitled to require BitDirect to provide all such evidence as may be reasonably necessary to verify the Advisor Fees and the BitDirect Fees.
9.7 When the Advisor instructs BitDirect to process the fees, BitDirect shall process the fees and the blockchain transaction fee is paid by the Client.
10. CHANGES TO THE PLATFORM
We may update and modify the Platform from time to time. We will try to give you reasonable notice of any major changes. We do not warrant or guarantee that the Platform will be free from errors or omissions.
11. SUSPEND OR WITHDRAW THE PLATFORM
11.1 We do not guarantee that our Platform, or any content on it, will always be available or be uninterrupted. We may suspend or withdraw or restrict the availability of all or any part of our Platform for business and operational reasons. We will try to give you reasonable notice of any suspension or withdrawal.
11.2 You are also responsible for ensuring that all persons who access our Platform through your internet connection are aware of these Terms and other applicable terms and conditions, and that they comply with them.
12. ACCESSING THE PLATFORM AND REGISTRATION
12.1 You may use elements of the Platform by simply visiting our website, but access to most of the Platform is available only to registered Users.
12.2 You must be over the age of 18 to use the Platform. By using the Platform, you represent and undertake that you are over the age of 18.
12.3 You represent and warrant that your use of the Platform is legal in your local jurisdiction, and you are not and will not use the Platform if such use is prohibited or otherwise violates the laws of the country, state, province, or other jurisdiction in which you reside or of which you are a citizen.
12.4 You represent and warrant that in your use of the Platform and any of the BitDirect Services you will comply with these Terms and all applicable local, state, national and international laws, rules and regulations.
12.5 The decision to accept a registration is at our discretion and we may revoke a registration at any time.
12.6 You may not register to use the Platform if you are already registered or if you were previously a registered user and we cancelled your account as a result of you being in breach of these Terms.
12.7 To register to use the Platform, you must provide us with your first name, surname, email address and password. You are responsible for maintaining the confidentiality of your account information and you must not disclose same to any third party. You are solely responsible for all activities that occur under your account and for any access to or use of the Platform or BitDirect Services by you or any person or entity using your password, whether or not such access or use has been authorised by you.
12.8 We have the right to disable any account at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these Terms. The Advisor and the Client may then withdraw the Bitcoin in that account using a third party multi-signature wallet provider.
12.9 You must immediately notify us of any unauthorised use of your password or account or any other breach of security. We will not be liable for any loss or damage whatsoever resulting from the disclosure or use of your username and/or password contrary to these Terms.
12.10 You are responsible for ensuring that the information we hold about you is up to date. Please amend your details via the Platform as appropriate from time to time or contact us if you require assistance.
12.11 Please refer to our Privacy Policy for further explanation as to how we use the personal information we collect from you. We will only use your personal information as set out in our Privacy Policy.
13. USER OBLIGATIONS
13.1 Without limitation, the Advisor must:
13.1.1 offer the BitDirect Services to the Client with reasonable care, skill and diligence, reasonably consistent with that provided by similarly situated Advisors; and
13.1.2 co-sign the Client transactions in a timely manner.
13.2 If the Advisor loses the Advisor’s hardware device and recovery seed, the Advisor must notify all of its Clients that they are now operating under a 2-of-2 Multi-Signature Wallet structure, and that each of the Advisor’s Clients must withdraw all of their Bitcoin and move the Bitcoin to a new Advisor or out of the Platform to an external address. The Advisor’s account will be deactivated permanently once they have notified their Clients. This notification process needs to be done through the Platform And the Advisor must notify all of their Clients within 48 (forty eight) hours of such loss.
13.3 Without limitation, the User must:
13.3.1 provide BitDirect with:
13.3.1.1 all necessary co-operation in relation to these Terms; and
13.3.1.2 all necessary access to such information as may be required by BitDirect;
13.3.2 carry out all User responsibilities set out in these Terms in a timely and efficient manner;
13.3.3 ensure that its network and systems comply with the relevant specifications provided by BitDirect from time to time; and
13.3.4 be, to the extent permitted by applicable law and except as otherwise expressly provided in these Terms, solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to BitDirect’s data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the User’s network connections or telecommunications links or caused by the internet.
13.4 The User is solely responsible for the suitability and reliability of the hardware it uses in making use of the Platform – i.e. the hardware wallet used for storing the User’s private key as well as any mobile phone, tablet, laptop or personal computing device used to access the Platform. BitDirect has no involvement in the procurement of such hardware and will not be liable for any deficiencies thereof.
14. ADDITIONAL POLICIES
When using the Platform, you will be subject to any additional posted policies, guidelines or rules applicable to the Platform which may be posted from time to time as added or modified from time to time (Policies). All such Policies are hereby incorporated by reference into these Terms.
15. PROPRIETARY RIGHTS
15.1 You acknowledge that all Intellectual Property rights in and to the Platform all material published or displayed on the Platform, or is encountered and/or used as part of any User’s experience of the Platform, including but not limited to text, graphics, photos, logos, button icons, images, trade marks, audio and audio visual clips, databases, data compilations, data and software (but excluding any content uploaded by Users of the Platform) are owned by or licensed to us. Those works are protected by Intellectual Property rights laws and treaties around the world. All such rights are reserved.
15.2 BitDirect shall own and have the unrestricted right to use or act upon any suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by you or any other party relating to the Platform or any of the BitDirect Services, without restriction or payment of any kind to you.
16. PROHIBITED CONDUCT
16.1 Without prejudice to any other provisions, you may not use the Platform, directly or indirectly:
16.1.1 in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;
16.1.2 for the purpose of harming or attempting to harm any natural or juristic person, and in particular any minors, in any way;
16.1.3 to send, knowingly receive, upload, download, publish, use or re-use any material which does not comply with the Terms;
16.1.4 to send, or procure the sending of, any unsolicited or unauthorised electronic communication, advertising or promotional material or any other form of similar solicitation (spam); or
16.1.5 to knowingly transmit any data or send or upload any material that contains Viruses, Trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of the Platform or any computer software or hardware.
16.2 You also agree, without prejudice to any other provisions not to, directly or indirectly:
16.2.1 use the Platform for the benefit of anyone other than yours including selling, reselling, distributing, hosting, leasing, renting, licensing or sublicensing, in whole or in part, any of the BitDirect Services, for hosting or time-sharing services, or as part of a service bureau or outsourcing offering;
16.2.2 provide any services to any third party using the BitDirect Services except in accordance with these Terms;
16.2.3 prepare any derivative work of any of the BitDirect Services, or any other program based upon any of the BitDirect Services;
16.2.4 reproduce, modify, adapt, translate or otherwise make any changes to any of the BitDirect Services or any part thereof;
16.2.5 copy, disclose, or distribute any data available on or through any of the BitDirect Services, in any medium, including without limitation, by any automated or non-automated “screen scraping,” “database scraping” or any other activity with the purpose of obtaining content or other information;
16.2.6 interfere with, circumvent or disable any security or other technological features or measures of any of the BitDirect Services or attempt to gain unauthorized access to any of the BitDirect Services or its related systems or networks
16.2.7 make unsolicited offers, advertisements, or proposals, or send junk mail or spam to other Users of any of the BitDirect Services (including, but not limited to, unsolicited advertising, promotional materials or other solicitation material, bulk mailing of commercial advertising, chain mail, informational announcements, charity requests, and petitions for signatures);
16.2.8 use bots or other automated methods to: access any of the BitDirect Services (save for any application programming interfaces (APIs) provided by us relating to the access and use of the BitDirect Services and/or Platform), send or redirect messages or perform any other activities through any of the BitDirect Services; however, you
16.2.9 use any of the BitDirect Services for any unlawful or inappropriate activities, such as gambling, obscenity, pornography, violence, transmission of deceptive messages, or harassment;
16.2.10 engage in “framing,” “mirroring,” or otherwise simulating the appearance or function of any of the BitDirect Services or place pop-up windows over the Platform’s pages;
16.2.11 take any action that imposes, or may impose at BitDirect’s sole determination, an unreasonable or disproportionately large load on BitDirect’s infrastructure;
16.2.12 deep-link to any of the BitDirect Services without BitDirect’s consent;
16.2.13 share or disclose information of others without their express consent; or
16.2.14 introduce or permit the introduction of, any Virus or Vulnerability into the Platform.
17. AVAILABILITY OF THE PLATFORM
To the maximum extent permitted by law, the Platform is provided on an “as is” basis without any warranties of any kind. We make no representations, warranties or guarantees of any kind regarding the availability or operation of the Platform or that the Platform will be secure, uninterrupted or free of defects. We also make no representations, warranties or guarantees of any kind regarding the ability of the Platform or the BitDirect Services to meet any User requirements.
18. NO RELIANCE ON INFORMATION
18.1 The content on the Platform is provided for general information only. It is not intended to amount to advice on which you should rely. You must obtain professional or specialist advice before taking, or refraining from, any action on the basis of the content on the Platform.
18.2 Although we make reasonable efforts to update the information on our Platform, to the maximum extent permitted by applicable law, we make no representations, warranties or guarantees, whether express or implied, that the content on the Platform is up-to-date.
19. COMPUTER VIRUS
19.1 We do not guarantee that the Platform will be secure or free from bugs or viruses.
19.2 You are responsible for configuring your information technology, computer programmes and platform to access our Platform. You should use your own virus protection software. To the maximum extent permitted by applicable law, we will not be liable for any loss or damage caused by a Virus or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of the Platform or to your downloading of any content from it, or from any website linked to it.
19.3 You must not misuse the Platform by knowingly introducing Viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to the Platform, the server on which our Platform is stored or any server, computer or database connected to the Platform. You must not attack our Platform via a denial-of-service attack or a distributed denial-of service attack. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use the Platform will cease immediately.
20. ELECTRONIC TRANSACTIONS
You consent to transact electronically relating to any transactions on the Platform. Furthermore, you agree that any BitDirect Service that require a signature, may be electronically signed and such electronic signatures are the same as handwritten signatures for the purposes of validity, enforceability and admissibility.
21. TERMINATION OR SUSPENSION
Without prejudice to our other rights and remedies under these Terms or applicable law, we may, in our sole discretion and without penalty terminate or temporarily suspend your password, account (or any part thereof) or use of the Platform without notice if you are in breach of these Terms or if we believe in our reasonable discretion that your use of the Platform is unsuitable in any way. You acknowledge and agree that BitDirect will not be liable to you or any third party for any such termination.
22. LIMITATION OF LIABILITY
22.1 The restrictions on liability in this clause 22.1 apply to every liability arising under or in connection with these Terms including (without limitation) liability in contract, delict, misrepresentation, breach of statutory duty or otherwise. Without limiting the generality of the foregoing, and to the maximum extent permitted by applicable law, BitDirect shall not be directly or indirectly liable for:
22.1.1 your failure to comply with your obligations in terms of these Terms or applicable law;
22.1.2 any damage of your property (including hacking of your computer system) or loss of data that results from the use of the Platform;
22.1.3 the hardware devices or any technical deficiencies, should they have one.
22.1.4 any transaction or activities in relation to the Bitcoin that does not result solely and directly from your use of the Platform.
22.2 Nothing in these Terms shall limit or exclude a Party’s liability: (i) for death or personal injury caused by its negligence, or the negligence of its personnel, agents or subcontractors; (ii) for fraud, fraudulent misrepresentation or wilful misconduct; or (iii) for any other liability which cannot be limited or excluded by applicable law.
22.3 Subject to clause 22.1 and 22.2:
22.3.1 no party to these Terms shall have any liability to any other party for any indirect or consequential loss arising under or in connection with these Terms;
22.3.2 BitDirect’s total aggregate liability to you shall be limited to 100% (one hundred percent) of the total annual BitDirect Fees paid and payable under these Terms by you or your Client in relation to whom the claim arises (as the case may be).
23. INDEMNITY
You agree to indemnify and hold, BitDirect, its affiliated companies, contractors, employees, agents and its third-party suppliers, licensors, and partners harmless from all liabilities, costs, expenses, damages and losses suffered or incurred by or in connection your use or misuse of the Platform or any of the BitDirect Services or any violation by you of these Terms, any breach of the representations, warranties, and covenants made by you herein or your payment of any Service Fees. BitDirect reserves the right, at your expense, to assume the exclusive defence and control of any matter for which you are required to indemnify BitDirect, and you agree to cooperate with BitDirect’s defence of these claims. BitDirect will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.
24. NOTICES
24.1 Any legal process to be served on any party may be served on it at the email address specified for it as part of its Platform account details, and it chooses that address as its address for service of notice for all purposes under these Terms.
24.2 Any notice or other communication to be given to any of the parties in terms of these Terms shall be valid and effective only if it is given in writing, provided that any notice given by email shall be regarded for this purpose as having been given in writing.
24.3 Each notice by email to a party at the email address specified for it in clause 24.1 shall be deemed to have been received (unless the contrary is proved) within 4 (four) hours of transmission if it is transmitted during Business Hours of the receiving party or within 4 (four) hours of the beginning of the next Business Day after it is transmitted, if it is transmitted outside those Business Hours.
24.4 Notwithstanding anything to the contrary in this clause 24 a written notice or other communication actually received by a party (and for which written receipt has been obtained) shall be adequate written notice or communication to it notwithstanding that the notice was not sent to or delivered at its chosen address.
24.5 Any party may by written notice to the other Parties change its address or email address for the purposes of this clause 24 to any other address provided that the change shall become effective on the 7th (seventh) day after the receipt of the notice.
24.6 Notice posted on the Platform is deemed given on the earlier of 30 (thirty) days following the initial posting and the date following posting that the User first logs into their account on the Platform.
25. DISPUTE RESOLUTION
25.1 Should any Dispute arise out of, or relating to, these Terms, the Parties shall use all reasonable endeavours to resolve the Dispute amicably within a period of 5 (five) Business Days from the date on which the Dispute arose (or such longer period as may be agreed between the Parties).
25.2 If the Dispute is not resolved amicably within the period contemplated in clause 25.1, either Party shall be entitled to refer the Dispute to arbitration on written notice to the other Party. The Parties may agree on the arbitration procedure and on the arbitrator and, failing agreement within 5 (five) Business Days of the written notice referring the Dispute to arbitration, the arbitration shall be conducted in accordance with the UNCITRAL Arbitration Rules in force at the time of the Dispute. The appointing authority in terms of the UNCITRAL Arbitration Rules shall be the London Court of International Arbitration (LCIA).
25.3 Unless agreed otherwise in writing by the Parties, the arbitration shall be administered by the Parties and the number of arbitrators shall be 3 (three). The place of the arbitration shall be London. The governing procedural law of the arbitration shall be the laws of England and Wales. The arbitrators shall have the same remedial powers as a court of law in England and Wales would have, were it adjudicating the Dispute. The arbitrators shall deliver an award together with written reasons within 20 (twenty) Business Days from the date upon which the arbitration ends. The decision of the arbitrators shall be final and binding.
25.4 Nothing in this clause 25 shall preclude a party from seeking interim or urgent relief from a court of competent jurisdiction.
26. GENERAL
26.1 Waiver. Any failure by any party to exercise or delay by any party in exercising its rights or remedies provided under these Terms by law does not constitute a waiver of that or any other right or remedy and does not prevent, limit or restrict the future exercise or enforceability of that or any other rights or remedies. No single or partial exercise of any right or remedy provided under these Terms or by law prevents or restricts the further exercise of that or any other right or remedy.
26.2 No Partnership, Agency or Joint Venture. The parties agree that these Terms does not constitute any kind of partnership, agency or joint venture between them.
26.3 Remedies. No remedy conferred by these Terms is intended to be exclusive of any other remedy that is otherwise available under any law. Each remedy shall be cumulative and in addition to every other remedy given under these Terms or under any existing or future law. The election of any one or more remedy by one of the parties shall not constitute a waiver by such party of the right to pursue any other remedy.
26.4 Severance. If any provision of these Terms, which is not material to its efficacy as a whole, is rendered void, illegal or unenforceable in any respect under any law, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and the parties shall endeavour in good faith to agree an alternative provision to the void, illegal or unenforceable provision.]
26.5 Survival of Rights, Duties and Obligations. Termination of these Terms for any cause shall not release a party from any liability which at the time of termination has already accrued to such party or which thereafter may accrue in respect of any act or omission prior to such termination.
26.6 Entire Agreement. These Terms contains the entire agreement between the parties and supersedes any prior written or oral agreement between them in relation to the matters dealt with in these Terms. Save as expressly provided for in these Terms, neither of the Parties shall have any claim or right arising from any undertaking, representation or warranty not included in these Terms.
26.7 Non-variation. Save as otherwise expressly provided in these Terms no agreement to amend, add to or otherwise vary or waive any of the provisions of these Terms or to cancel or terminate it shall be effective unless made in writing and duly signed by the Parties or on their behalf by their duly authorised agents.
26.8 Assignment. Save as otherwise expressly provided in these Terms, you may not assign, cede, delegate or otherwise transfer or deal with these Terms or any of its rights and obligations under it without the prior written consent of BitDirect. BitDirect may at any time assign, cede, delegate or otherwise transfer or deal any of its rights or obligations under these Terms.
26.9 Governing Law. The validity of these Terms, its interpretation, the respective rights and obligations of the Parties and all other matters arising in any way out of it or its expiration or earlier termination for any reason shall be determined in accordance with the laws of England and Wales.
26.10 Jurisdiction. Subject to clause 25 (Dispute Resolution), the Parties consent and submit to the non-exclusive jurisdiction of the courts of England and Wales in any dispute arising from or in connection with these terms.