Terms of Service
1. INTRODUCTORY PROVISIONS
1.1. These are the terms of service (interchangeably referred to hereinafter as the “Agreement” or the “Terms“) on which Xchange360 S.r.o, a legal entity established and incorporated in Czech Republic, having its registered address at Na Pankráci 1618/30, Nusle (Prague 4), 140 00 Prague, Czech Republic (interchangeably referred to as the “Company“, “Xchange” “we“, “our” or the “website“) will provide services to you (“you“, “your” “Client” “User“) related to virtual assets.
1.2. Please read this Agreement carefully before you start using our Services (as these are defined below). This Agreement (always together with the documents referred to in it) tells you who we are, how we will provide the Services to you, how this Agreement may be changed or ended, what to do if there is a problem and/or other important information. If you think that there is a mistake in this Agreement or require any changes, please contact us at info@xchange-360.com.
1.3. For the purposes of this Agreement, both the Company and the Client shall collectively be referred to as the parties.
1.4. By visiting our Website and/or using our Services, you agree to be bound by these Terms (including Additional documents referred to above). If you do not agree with above, please do not use our Services.
2. DEFINITIONS
2.1. Application: an online request submitted by the legal entity to the Company through the Website or using contacts allocated on the Website.
2.2. Account or Xchange Αccount: means the account you have opened with Us in accordance with these Terms.
2.3. Commission: the fee the Company withholds for the Services provision.
2.4. Client: A company or other legal entity that has completed onboarding and KYC and been approved to use the Services.
2.5. Services: means all products, services, content, features, technologies or functions offered by Us and all related website.
2.6. Exchange Rate: the value of one currency in the terms of another currency, shown in the Account at the moment of making an Exchange Operation.
2.7. Exchange Operation: the Company Service allowing the Client to swap one currency (fiat or cryptocurrency) for another.
2.8. KYC Procedure: “KYC” stands for “Know Your Client” and refers to the process carried out by the Company to verify the identity and legitimacy of the Client, which shall be a business or other legal entity, and its authorised representatives, to ensure compliance with applicable laws and regulations.
2.9. Transaction: fiat or crypto payment to/from the Account.
2.10. Virtual Currency: means the currency which you send to/receive from Us that is not Fiat Currency.
2.11. Wallet: means a cryptographic storage solution that permits you to send, receive, and/or store Cryptocurrency.
3. WHO CAN USE OUR SERVICES
3.1. Our Services are provided exclusively to business and institutional clients. We do not provide Services to individual retail clients. By opening an Xchange Account, you represent and warrant that you are acting on behalf of a business or other legal entity and have the requisite authority to validly bind that entity to these Terms.
3.2. By opening a Xchange Account, you undertake, represent and warrant to us that:
– You are a legal entity or other organisation validly established and duly existing under the laws of your jurisdiction of incorporation;
– You have full legal capacity and authority to enter into binding agreements; and
– The individual completing registration has the authority to bind the Client.
3.3. Your use of the Xchange Account must not violate any applicable laws. You commit to us that your opening and/or using of an Xchange Account does not violate any laws applicable to you. You take responsibility for any consequences of your breach of this section.
4. YOUR XCHANGE ACCOUNT
4.1. Your Xchange is not a financial account — you cannot hold Fiat Currency with Xchange. Nor is it a blockchain wallet — you cannot hold Cryptocurrency with Xchange . Your Xchange Account is a profile which you must set up before you can use Our Services.
4.2. Your Xchange Account allows you to pay Fiat Currency to buy Cryptocurrency into a blockchain wallet, or to sell Cryptocurrency from your blockchain wallet and withdraw Fiat Currency.
4.3. Certain limits may be placed on your Xchange Account depending on your country of residence, verification checks or other legal considerations. Please contact us at info@xchange-360.com if you have any questions about these limits.
4.4. Unless you have our express consent in writing, you must not allow anyone to operate your Xchange Account on your behalf.
4.5. You may only have one Xchange Account.
5. KYC PROCEDURES
5.1. The Company is required by law to perform customer due diligence on each Client (a legal entity) and its authorised representatives (including any parties involved in your transaction for example, your recipient). You agree to provide all requested information accurately, truthfully and in a timely manner in order for any Services to be provided to you. You agree to comply with any request from us for further information and provide such information in a format that is acceptable to us. In addition, you agree that we may make, directly or through any third party, any inquiries we consider necessary to validate the information you provided to uss, including, without limitation, checking commercial databases or credit reports. You authorise us to obtain one or more of your credit reports, from time to time, to establish, update, or renew your Xchange Account with us or in the event of a dispute relating to these Terms and activity under your Xchange Account.
5.2. To open an Xchange Account we require you to:
a) read and agree to the Terms and our Privacy Policy;
b) open your Xchange Account provide us with all requested KYC documents;
c) verify your Xchange Account.
5.3. To verify your Xchange Account you should pass a verification procedure.
5.4. All information you provide to us must be complete, accurate and truthful at all times. You undertake to update, and must update, this information whenever it changes. We cannot be responsible for any financial loss arising out of your failure to do so. We may ask you at any time to confirm the accuracy and completeness of your information and/or provide additional supporting documents.
5.5. All activities conducted under a Xchange Account shall be deemed to have been carried out by the registered business or entity, whether directly or through its duly authorized representatives. You shall use the Services solely to transact on your own business’s account and not on behalf of any other person or entity unless expressly expressly agreed in writing by Xchange.
5.6. You may only open one Xchange Account unless we have agreed in writing the opening of additional accounts. Xchange refuses the creation of duplicate accounts for the same user. Where duplicate accounts are detected, we may close or merge these duplicate accounts at our sole and absolute discretion.
6. BUYING CRYPTOCURRENCY USING YOUR XCHANGE’S ACCOUNT
6.1. To purchase Cryptocurrency for Fiat Currency using the Service, the Client must log into its Xchange Account and follow the on-screen instructions to submit a Cryptocurrency Purchase Order. The Company will receive the Client’s Fiat Currency payment as payee. For the avoidance of doubt, the Company does not provide payment services within the meaning of the Czech Payment Services Act or other applicable legislation.
6.2. The Client may be offered one or more methods of payment (each a “Payment Method“), such as bank transfer or corporate credit/debit card. The availability of Payment Methods may depend on the Client’s jurisdiction, regulatory classification, and verification status. Payment Methods are provided by independent third-party institutions and do not form part of the Company’s Services. The Company may change, suspend, or discontinue any Payment Method at its discretion and without prior notice.
6.3. Any payment instrument used to fund a Cryptocurrency Purchase Order must be issued in the legal name of the Client. The Client warrants that it is the lawful holder and beneficial owner of the account or card used.
6.4. If you selected a Payment Method which gives you chargeback rights on your payment instrument (for example in relation to your credit card, you may ask your card provider to reverse a transaction on your card), you acknowledge and undertake that you will only exercise this chargeback right if:
a) we have breached these Terms; or
b) there was an unauthorised use of your payment instrument. If we need to investigate or take any actions in connection with a chargeback raised by you, you hereby authorise us to charge you for our costs in doing so.
6.5. The Company may impose limits on the amount, frequency, or total value of Orders, taking into account the Client’s verification status, jurisdiction, and risk profile. Once we have received your Cryptocurrency Purchase order, We will send you a confirmation by email. Each Cryptocurrency Purchase order is given a unique transfer number and is shown in the transaction history on your Xchange Account. You should quote this transfer number when communicating with us about a particular payment order.
6.6. The Company may impose limits on the amount, frequency, or total value of Orders, taking into account the Client’s verification status, jurisdiction, and risk profile.
6.7. If your payment order is received by us after 17:00hrs, whether on a Business Day or not, your payment order will be deemed received on the following Business Day.
6.8. The Company will process an Order only after receiving cleared funds in full from the Client. The Client is responsible for initiating payment promptly. The Company is not liable for delays caused by banks or other payment-service providers.
6.9. As a general rule, the Company executes a Cryptocurrency Purchase Order promptly upon receipt of cleared funds. Execution time may vary depending on market conditions, blockchain congestion, or compliance verification.
6.10. We carry out verification checks, and these checks may increase the time it takes to process your Cryptocurrency Purchase order. We cannot be responsible for any delays as a result of carrying out those checks. The estimated time it will take us to process your Cryptocurrency Purchase Order is notified to you when you complete the setup of your payment order.
6.11. If we are unable to complete your Cryptocurrency Purchase Order, we will let you know and, if possible, the reasons for the refusal and an explanation of how to correct any factual errors. However, we will not notify you if such notification would be unlawful. We will refund your Fiat Currency payment to the payment account from which you sent it, as long as we are permitted to do so under applicable laws.
6.12. A Cryptocurrency Purchase Order becomes irrevocable once the Client’s payment has been executed by its payment-service provider. The Client cannot cancel or amend an Order after that point.
6.13. You must make sure that the information you provide when making a Cryptocurrency Purchase order is accurate. If we have processed your order in accordance with the information you have provided to us it will be considered correctly completed even if you have made a mistake. Cryptocurrency Purchase order will be executed and funds will be transferred to the Wallet indicated by You.
6.14. If you provide incorrect exchange information with your Cryptocurrency Purchase order, we will use reasonable efforts to convert the incorrect Cryptocurrency into the correct Cryptocurrency, or to increase or decrease the size of the Cryptocurrency Purchase order to match the Fiat Currency payment you have made to us, and may need to charge you a fee for that.
6.15. Payments to Xchange are payments to purchase Cryptocurrency. As such they should not be treated as ” cash advances” by your card provider. If your card provider decides, as some have in the past, to treat payments from Xchange as “cash advances” that is a matter entirely between you and your card provider. We suggest you monitor charges on your card to ensure this is not happening, and if it does to challenge your card provider and/or use an alternative card for crypto transactions. In any event Xchange is not liable for any decision of your card provider to act in this way.
6.16. All Orders and related transactions are recorded and stored in accordance with applicable legal and regulatory requirements. The Client may access its transaction history via its Xchange Account dashboard.
6.17. The Client bears all responsibility for internal authorisation of its personnel placing Orders. Any Order submitted using valid Client credentials shall be deemed duly authorised.
7. EXCHANGE RATES
7.1. Xchange uses a number of sources to determine the price at which it sells or buys Cryptocurrency. For example, the last-traded price from a major exchange may be used (with a small spread applied, to account for the spread in the order book and slippage). Xchange strives to provide you with competitive pricing and transparency.
8. FEES AND CHARGES
8.1. The Company provides the Services on a fee basis. This means that for the Services, the Company delivers to the Client, it retains Commission.
8.2. The Company may charge the Client with additional expenses including but not limited to miner commission, network commission, etc., from time to time as could be applicable.
8.3. If you have any questions related to the fees and charges please contact us at info@xchange-360.com.
9. CLOSING YOUR XCHANGE ACCOUNT
9.1. You may close your Xchange Account at any time. You may cease to be bound by these Terms and close your Xchange Account at any time by contacting us at info@xchange-360.com.
9.2. You must not close your Xchange Account to avoid an investigation.
9.3. You agree that you will continue to be responsible for all obligations related to your Xchange Account even after it is closed.
10. SUSPENSION AND TERMINATION OF THE ACCOUNT
10.1. We may terminate the agreement between you and us under these Terms by giving you two months notice. We may end this Agreement and close your Xchange Account or any service associated with it by giving you two months’ prior notice.
10.2. We may suspend or close your Xchange Account without notice in certain circumstances. We may at any time suspend or close your Xchange Account and/or end agreement between you and Us under these Terms without notice if:
a) you breach any provision of this Agreement or documents referred to these Terms;
b) we are requested or directed to do so by any competent court of law, government authority, public agency, or law enforcement agency;
c) we have reason to believe you are in breach of any applicable law or regulation; or
d) we have reason to believe you are involved in any fraudulent activity, money laundering, terrorism financing or other criminal or illegal activity
10.3. We may suspend your Xchange Account for security reasons. We may suspend your Xchange Account or restrict its functionality if we have reasonable concerns about:
a) the security of your Xchange Account; or
b) suspected unauthorised or fraudulent use of your Xchange Account.
10.4. We will give you notice of suspension where possible. We will give you notice of any suspension or restriction and the reasons for such suspension or restriction as soon as we can, either before the suspension or restriction is put in place, or immediately after, unless notifying you would be unlawful or compromise our reasonable security measures. We will lift the suspension and/or the restriction as soon as practicable after the reasons for the suspension and/or restriction have ceased to exist.
11. BANNED ACTIVITIES
11.1. The Website and Services can only be used for lawful purposes.
11.2. Do not use the Website and any other Products in such a way that violates the laws and regulations Czech Republic or of another country, or international laws or regulations.
11.3. Do not use the Website and Services to exploit, harm, or attempt to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
11.4. Do not use the Website and the Services to send or receive or otherwise handle materials which do not comply with these Terms and Conditions.
11.5. Do not use the Website and the Services to republish, redistribute or retransmit any data from any of our communications and analytics our permission.
11.6. Do not use automated means to access the website for any reason.
11.7. Do not create any financial product or service based on Services.
11.8. Do not attempt to interfere with the proper working of the Website.
11.9. Do not use the Services or Website in any way not expressly permitted by these Terms and the Services must be carried out lawfully and not in such a way that could damage our reputation or those of our affiliates or partners.
12. INTELLECTUAL PROPERTY RIGHTS
12.1. While you are using our Services, you may use Xchange Materials only for your internal business purposes and solely as necessary in connection with the Services.
12.2. “Xchange Materials” include any software (including without limitation developer tools, sample source code, and code libraries), data, materials, content and printed and electronic documentation (including any specifications and integration guides) developed and provided by us or our affiliates to you, or available for download from our Website. You may not, and may not attempt to, directly or indirectly:
a) transfer, sublicense, loan, sell, assign, lease, rent, distribute or grant rights in the Service or the Xchange’s Materials to any person or entity;
b) remove, obscure, or alter any notice of any of our trademarks, or other intellectual property appearing on or contained within the Services or on any Xchange’s Materials;
c) modify, copy, tamper with or otherwise create derivative works of any software included in the Xchange Materials; or
d) reverse engineer, disassemble, or decompile the Xchange’s Materials or the Services or apply any other process or procedure to derive the source code of any software included in the Xchange’s Materials or as part of the Services.
13. COMPANY LIABILITIES
13.1. The Company shall be liable to the Client only for losses or damages directly and demonstrably caused by the Company’s breach of this Agreement, gross negligence, or wilful misconduct.
13.2. The Client acknowledges that the Services are provided exclusively for business and institutional use. The Client is not a consumer within the meaning of Czech consumer-protection legislation, and therefore such statutory consumer rights and remedies do not apply to this Agreement.
13.3. To the maximum extent permitted by applicable law, the Company shall not be liable for:
a) any indirect, incidental, or consequential losses, including but not limited to loss of profit, revenue, goodwill, data, or business opportunity;
b) any loss or damage arising from technological attacks, system outages, network failures, or cybersecurity incidents beyond the Company’s reasonable control;
c) any interruption or delay caused by third-party service providers, including banking institutions, payment-service providers, or blockchain networks;
d) any loss resulting from the Client’s breach of these Terms, provision of inaccurate information, or unauthorised access to the Client’s Xchange Account.
13.4. The Company shall not be liable for any failure or delay in performing its obligations under this Agreement when such failure or delay results from events beyond its reasonable control, including but not limited to acts of God, governmental restrictions, war, strikes, or failures of telecommunication or blockchain systems.
13.5. Unless otherwise required by mandatory law, the Company’s total aggregate liability for any claims arising out of or in connection with this Agreement shall not exceed the total fees paid by the Client to the Company during the twelve (12) months preceding the event giving rise to such claim.
13.6. Nothing in this Agreement shall exclude or limit liability where such exclusion or limitation would be unlawful under Czech law, including liability for fraud, wilful misconduct, or damage caused intentionally.
13.7. Client crypto-assets are always held separately from the Company’s own assets and are not used for the Company’s account. In the event of insolvency, such assets shall not form part of the Company’s estate and shall remain under the beneficial ownership of the respective Clients. The Company’s limitation of liability under this Agreement does not affect Clients’ ownership rights to their crypto-assets.
14. CLIENT LIABILITIES
14.1. The Client is responsible for all activities that occur in the Account, regardless of whether the activities are authorized by the Client or performed solely by his employees, affiliates, agents or any other third parties.
14.2. Security and Backup. The Client is responsible for properly configuring and using the Services and otherwise taking appropriate action to secure, protect and backup the Account in a manner that will provide appropriate security and protection.
14.3. Log-In Credentials. To the extent the Company provides the Client with the log-in credentials and API authentication generated by the Services, such log-in credentials and API authentication are for the Client’s internal use only.
14.4. The Client shall not sell, transfer or sublicense them to any other entity or person, except that you may disclose your private key to your employees, agents and subcontractors performing work on your behalf. The Client bears sole responsibility for any operations made under its’ Account.
14.5. The Client may only use wallets of which you are the lawful owner and beneficial controller. The Client is strictly prohibited from initiating or executing any transaction to or from a wallet that does not belong to him, or for which he does not have full legal rights of control. Any breach of this provision may result in immediate suspension or termination of the Client’s Account, and the Client may be held liable for any resulting damages, costs, or regulatory consequences.
14.6. It is Client’s responsibility in case the Account functioning interruption or unauthorized Transaction took place due to providing log-in credentials to any third party.
14.7. The Client shall inform the Company about any unauthorized log-in to the Account within 48 hours since it was noticed.
15. OTHER PROVISIONS
15.1. SEVERABILITY: If a provision of these terms is determined by any court or other competent authority to be unlawful and/ or unenforceable, the other provisions will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.
15.2. FORCE MAJEURE: Neither Party shall be responsible for any inaccuracy, error, delay, or omission in transmission or delivery of information as well as for any losses or damages resulting from force majeure circumstances.
15.3. ENTIRE AGREEMENT:
15.3.1 No provision of these Terms excludes or prejudices the rights of the Company, any legal rights missing in this Terms shall never be regarded as a waiver of such right.
15.3.2 If any provision of these terms shall at any time be deemed invalid or void, such invalidity shall have no effect upon the validity of any other provision, the rest of the terms shall be valid and effective with the exclusion of invalid or void clause.
15.4. NOTIFICATIONS, COMMENTS, AND SUGGESTIONS:
15.4.1 The Company strives to provide you with the optimal service. The Company notifies you by sending an email or by making notifications via the Website and (or) Corporate Account. If you have a comment or suggestion concerning Services, you can contact us at info@xchange-360.com.
15.4.2 Please provide us with your contact details and a clear description and reason for your request. Please note that your feedback may be used to improve and/or modify our Website and Services without any limitation.
15.5. AMENDMENTS:
15.5.1 Except as otherwise stipulated in clause 15.5.2 below, we may change these Terms by giving you at least two (2) months’ prior written notice. If we do this, you can terminate this Agreement immediately by providing written notice to us during the notice period. If we do not hear from you during the notice period and you continue to use our Services, you will be considered as having accepted the proposed changes and they will apply to you from the effective date specified on the notice.
15.5.2 In some instances, we may change this Agreement immediately. Despite section 15.5.1, changes to this Agreement which are (1) more favourable to you; (2) required by law; or (3) related to the addition of a new service, extra functionality to the existing Service; or (4) changes which neither reduce your rights nor increase your responsibilities, will come into effect immediately if they are stated in the change notice. Changes to exchange rates shall come into effect immediately without notice and you shall not have the right to object to such a change.
16. GOVERNING LAW
16.1. This Agreement is governed by, and shall be interpreted in accordance with, Czech Republic law. Any dispute between you and us in connection with your Xchange Account and/or this Agreement may be brought in the courts of Czech Republic.