Terms and Conditions

 

TERMS APPLICABLE TO THE KEYROCK GROUP

  • CONTRACTUAL PREVALENCE

Barring an explicit, written agreement to the contrary, the most current version of the present terms and conditions (hereinafter “Terms and Conditions”) shall apply to the provision of services by Keyrock NV incorporated, organized and existing under Belgian law, with office at Louizalaan 480, 1050 Elsene, Belgium, and registered with the Crossroads Bank for Enterprises (Kruispuntbank van Ondernemingen) under the company number 0685.795.245 and all of its subsidiaries and affiliates (together “Keyrock”).

In case the relevant Agreement, as defined below, conflicts with the Terms and Conditions, the former shall prevail.

The Terms and Conditions apply notwithstanding any (latter) terms and conditions of the Counterpart.

Keyrock reserves the right to amend its Terms and Conditions. The amended Terms and Conditions shall apply 14 days after the notification of the amendment to the Counterpart. 

All capitalised terms used but not otherwise defined herein shall have the meanings ascribed to them in all other Keyrock agreements concluded with the Counterpart.

 

  • DEFINITIONS

The following definitions apply to all terms and phrases used with a capital letter in the Agreement, unless the context unequivocally demands otherwise.

“Agreement” means the relevant agreement(s) that Keyrock has entered into with the Counterpart, including their Schedules and later amendments, the then current version of these Terms and Conditions and the Keyrock Privacy Notice.

“Confidential Information” means any information that is not otherwise in the public domain that is acquired or received by either Party in its performance of or in connection with this Agreement, regardless of whether specifically identified as “confidential” or not and regardless of whether such disclosure was made prior to or after the Effective Date of this Agreement, directly or indirectly, orally, in writing (by any means: written, graphic, electronic, etc.) and will include, without limitation, the intellectual property, the know-how, trade secrets, methods, processes, procedures, plans, client lists, business plans, assets, revenues, strategies and results of either Party.

“CRS” means the Common Reporting Standard. CRS is a global standard for the automatic exchange of financial account information. It requires financial institutions to report accounts held directly or indirectly by foreign tax residents to their local tax authority and requires tax authorities to exchange the account information with other public bodies.

“Effective Date” means the signing date of the relevant Agreement.

“FATCA” means the Foreign Account Tax Compliance Act. FATCA is a US legislation and is intended to increase transparency for the US Internal Revenue Service (IRS) with respect to US persons that may be investing and earning income through a non-US institution.

“Force Majeure” means any failure or delay in the performance of any obligation under this Agreement by either Party where the failure or delay arises out of any cause beyond the reasonable control and without the fault or negligence of such Party.  These causes will include, without limitation, storms, floods, other acts of nature, fires, explosions, riots, pandemic outbreak, war or civil disturbance, strikes or other labor unrests, embargoes, and other governmental actions or regulations that would prohibit either Party from performing any of its obligations hereunder, delays in transportation, inaccessibility of the Exchanges and inability to obtain necessary labor and supplies or facilities.

“Intellectual Property Rights” or “IPR” means any and all now known or hereafter existing (a) rights associated with works of authorship and all modifications and derivative works thereto, including copyrights, mask work rights, and moral rights, (b) trademark or service mark rights, (c) trade secret rights, know-how, (d) patents, patent rights, and industrial property rights, (e) layout design rights, design rights, (f) trade and business names, domain names, database rights, rental rights and any other industrial or intellectual proprietary rights or similar right (whether registered or unregistered), and (g) all registrations, applications for registration, renewals, extensions, divisions, improvements, reissues relating to any of these rights and the right to apply for, maintain and enforce any of the preceding items, in each case in any jurisdiction throughout the world.

“Counterpart” means any individual, corporate entity, or the contracting party to Keyrock.

“Counterpart’s Content” means all information, data, algorithms, texts, software, images, sounds or, without being limited thereto, any other materials provided by the Counterpart to Keyrock for the execution of this Agreement.

 

  • OWNERSHIP AND LICENSE GRANT

3.1.      All Intellectual Property Rights will vest in their originator absolutely and nothing in this Agreement will be construed as a transfer of ownership of any of the Intellectual Property Rights of one Party to the other Party.

3.2.      Counterpart warrants that it is able to grant to, and hereby grants, Keyrock for the duration of the Agreement, a non-exclusive, worldwide, royalty-free license to use Counterpart’s Intellectual Property, without limitation, to the extent necessary for Keyrock to perform its obligations under the Agreement. As an exception, components of the Counterpart’s Content which have been licensed to the Counterpart under an open source license will be owned by the originator and licensed to Keyrock under the applicable open source license. Counterpart will indemnify Keyrock and keep Keyrock at all times fully and effectively indemnified against any breach of this article.

 

  • CONFIDENTIALITY AND NON-DISCLOSURE

4.1.      Neither Party will use the other Party’s Confidential Information except as reasonably required for the performance of this Agreement.  Each Party will hold in confidence the other Party’s Confidential Information by means that are no less restrictive than those used for its own confidential materials. Each Party agrees not to disclose the other Party’s Confidential Information to anyone other than its Sub-Agents, Affiliates or Related Persons who are bound by confidentiality obligations and who need to know the same to perform such Party’s obligations hereunder. The confidentiality obligations set forth in this article will survive the termination or expiration of this Agreement.

4.2.      Upon termination or expiration of this Agreement, except as otherwise agreed in writing or otherwise stated in this Agreement, each Party will, upon the request of the disclosing Party, either: (i) return all of such Confidential Information of the disclosing Party and all copies thereof in the receiving Party’s possession or control to the disclosing Party, or (ii) destroy all Confidential Information and all copies thereof in the receiving Party’s possession or control.  The receiving Party will then, at the request of the disclosing Party, certify in writing that no copies have been retained by the receiving Party, its employees or agents.

4.3.      In case a Party is involved in legal action that demands or requires disclosure of the other Party’s Confidential Information, such Party will give prompt notice to the other Party, if legally permissible, to enable the relevant Party to challenge such demand.

 

  • COUNTERPART ACKNOWLEDGEMENTS

5.1.      The Counterpart agrees to provide any information and documents reasonably required by Keyrock to comply with any applicable anti-money laundering or counter-terrorism financing laws including any applicable laws imposing “know your customer” or other identification checks or procedures that Keyrock is required to comply with in respect of this Agreement (AML/CTF Laws).

5.2.      The Counterpart confirms that it has been made aware of the risks involved in trading assets, including cryptocurrencies and has read and understood the risks as set out throughout the Agreement. The Counterpart confirms that it has been provided with all other relevant information relating to its appreciation and assumption of the risks involved. The Counterpart confirms that it has accepted all such risks and provided all of the information required and that all such information provided is complete, accurate, true and not misleading.

5.3.      The Counterpart acknowledges that Keyrock will act as its agent, and that any interactions between Keyrock and cryptocurrency exchanges in the context of the execution of the strategy, may be subject to separate terms and conditions that will apply to Counterpart.

5.4.      The Counterpart confirms that it has had the opportunity of asking additional information of Keyrock to this effect as needed.

5.5.      The Counterpart confirms that it has had the opportunity of seeking advice from its legal counsel, independent accountants and auditors and other experts selected by it in order to assess and accept the risks involved in the trading of Assets as well as the tax and other financial and legal consequences for Counterpart with respect thereto.

 

  • DATA PROTECTION

6.1.  The processing of any personal data by Keyrock when performing its obligations under this Agreement, will be subject to the provisions Keyrock Privacy Notice. This Privacy Notice describes how Keyrock, as a data controller, collects, stores and discloses personal data collected from the Counterpart.

6.2.  Article 6.1. only applies in the absence of the entry into by the Counterpart and Keyrock of a data processing agreement (the “Data Processing Agreement”). In case the Counterpart and Keyrock have entered into a Data Processing Agreement, the provisions of this Data Processing Agreement will prevail in case of a conflict with this article 6 or the Keyrock Privacy Notice.

 

  • REPRESENTATIONS AND WARRANTIES

7.1.   Each Party hereby represents and warrants to the other Party that:

  1. a)     It is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation;
  2. b)     It has all requisite power and authority to execute, deliver and perform this Agreement, and the execution of this Agreement has been duly authorised and all necessary action has been taken by it in connection therewith;
  3. c)     This Agreement is a legal, valid and binding obligation of it, enforceable against it in accordance with its terms and conditions, except as enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally and except that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding therefore may be brought;
  4. d)     Neither the execution and delivery of this Agreement by it, the consummation of the transactions contemplated hereby, nor the fulfillment of the terms and compliance with the provisions hereof, will, directly or indirectly (with or without notice or lapse of time):

(i)     Contravene, conflict with, or result in a violation of any provision of its charter or organizational documents, or any resolution adopted by its board of directors, stockholders, or similar governing body;

(ii)    Contravene, conflict with, or result in a violation or breach of any provision of, or give any person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate, or modify, any agreement to which it is a party; or

(iii)    Require the consent, approval, or authorization of, or registration or filing with, any governmental agency or any other person.

7.2   The Counterpart further represents and warrants to Keyrock that:

  1. a) it is an experienced Counterpart with sufficient knowledge of the financial markets and other relevant markets; and
  1. b) when Counterpart provides Content to Keyrock for the execution of the Agreement, the Counterpart acknowledges that he is fully and solely responsible for such Counterpart’s Content and guarantees that the supplied Counterpart’s Content does not violate any laws or regulations or third party rights, including any Intellectual Property Rights. In the event of a third party claim on account of any violation by the Counterpart of the foregoing, the Counterpart will indemnify and hold harmless Keyrock from any actions brought by such third parties and losses resulting from any breach of this article 7.2.

  • LIMITATION OF LIABILITY

8.1.  Neither Keyrock nor any of its directors, officers, agents or employees will be liable for any action taken or omitted to be taken by it or them under or in connection with this Agreement, in the absence of its or their own gross negligence or willful misconduct.

8.2.  Keyrock is not required to take any action which exposes it to liability, which is contrary to this Agreement or to applicable law or which could result in Keyrock incurring any costs and/or expenses for any of which, in its reasonable opinion, it is not indemnified.

8.3.  In no event will Keyrock be liable for any indirect, consequential or exemplary damages, including, without limitation, loss of profits incurred by the Counterpart, its agents, representatives or any other third party, whether in an action in contract or tort or equity or based on a warranty, in connection with or under this Agreement or otherwise in connection with the performance of this Agreement and the services provided herein, even if Keyrock has been advised of the possibility of such damages.

  • TAXES

9.1.  Each of the Parties hereto are independent and will be solely responsible for the payment of any taxes, levies, charges and/or any other similar amounts payable on the revenues and/or benefits they receive as a result of this Agreement.  Neither Party has made a representation or warranty to the other with respect to such revenues and/or benefits nor their tax treatment by any relevant authority.

9.2.  Counterpart may, from time to time be required to provide further information and/or documentation in order to comply with FATCA/CRS rules. Counterpart agrees:

(i) to provide such information and/or documentation related to FATCA/CRS requirements;

(ii) to notify Keyrock within thirty (30) calendar days of any change that affects its tax status;

(iii) that in case it does not provide any such requested, information and/or documentation certification in a timely manner, as applicable, or if such certification, information and/or documentation is incorrect or incomplete, payments to Counterpart may be subject to FATCA Withholding and Keyrock may deduct or retain from amounts due to Counterpart, sufficient amounts to indemnify Keyrock from and against any and all withholding taxes, interest, penalties and other losses or liabilities suffered by any such person on account of Counterpart’s failure to duly provide any requested certification, information and/or documentation or resulting from such person’s reliance on any such certification, information and/or documentation provided by Counterpart;

(iv) that Keyrock may be legally obligated to pass on the information to tax authorities.

 

  • MISCELLANEOUS

10.1.    Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) will be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect.

10.2. No Agency. No joint venture, partnership, employment, or agency relationship  exists between the Counterpart and Keyrock as a result of this Agreement or use of the Service.

10.3. No Waiver. The failure of a Party to enforce any right or provision in this Agreement will not constitute a waiver of such right or provision unless acknowledged and agreed to by that Party in writing.

10.4. Assignment. This Agreement may not be assigned by the Counterpart without the   prior written approval of Keyrock but may be assigned by Keyrock to (i) a parent or subsidiary, (ii) an acquirer of all or substantially all of Keyrock assets involved in the operations relevant to this Agreement, or (iii) a successor by merger or other combination. Any purported assignment in violation of this article will be void. This Agreement may be enforced by and is binding on permitted successors and assigns.

10.5. Survival of termination. The provisions contained in articles 3, 4, 8, 9, and 11 will survive termination of this Agreement and remain in effect for an undetermined  period of time.

10.6.    Entire Agreement. This Agreement comprises the entire agreement between Keyrock and Counterpart and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein. No amendment to or modification of this Agreement will be  binding unless in writing and signed by an authorized representative of each Party.

  • RISKS

Any Counterpart contracting with Keyrock acknowledges and agrees that the trading and exchange of digital assets (including but not limited to: cryptocurrencies, digital tokens, virtual goods, any other form of digital representation of any asset, together “Digital Assets”) carry inherent risks which can lead to total or partial loss to the Counterpart. The risks of loss includes, but are not limited to, losses arising from: theft, hacking, unauthorised access, system failures, exchange failures, government or law enforcement seizure, insolvency, or any other related risks associated with the temporary or permanent loss or misappropriation of Digital Assets. Any losses arising from the risks under this Clause 11, shall be solely borne by the Counterpart.

 

11.1 Risks associated with trading and holding assets

Prices can and do fluctuate on any given day. Due to such price fluctuations, Digital Assets may increase in value or lose value at any given moment, or may even become worthless. That is an inherent risk of buying, selling, trading or holding anything on a market. Digital Asset trading is especially susceptible to bubbles or loss of confidence, which could collapse demand relative to supply. For example, confidence might collapse because of unexpected changes imposed by the software developers,  government policy, the creation of competing currencies or a deflationary or inflationary spiral. Confidence might also collapse because of technical problems such as in the event the anonymity of the system is compromised, if money is lost or stolen or if hackers or governments are able to prevent any transactions from settling.

11.2 Trading Strategies Risk 

All the strategies of Keyrock focus on market neutrality and the maximum mitigation of market risks. Due to market anomalies, unfair competition, operational anomalies (example: API downtimes or exchanges closing operations without prior notice) or simply statistical anomalies, the Strategies cannot be generated with a 100% certainty of positive result or the conservation of your value.

11.3 Operational Risk 

The security of assets deposited with Keyrock is crucial to Keyrock. Therefore Keyrock takes a range of measures to ensure security. For instance, the distribution of the deposited assets on many Digital Asset exchanges. Keyrock does this to diversify the risk of Digital Asset getting lost due to hacks or attacks on a particular exchange. Keyrock draws Counterpart’s attention to the fact that Digital Asset exchanges may change their trading rules and/or API terms of use. Such a change may have a significant impact on Keyrock’s ability to execute the strategy on a particular exchange.

11.4 Regulatory Risks 

Digital Assets (including cryptographic currencies and tokens) do not have a clear regulatory framework. The position of financial regulation authorities as well as governments around the world is unclear. Therefore there is a risk associated to potential bans from governments, changes in taxation law, special rulings from the financial regulation authority and in general any regulation that could affect the use of any Digital Assets (including cryptocurrencies and crypto tokens).

11.5 Smart Contract Risks

Smart contracts are self-executing agreements with the terms of the agreement directly written into code. While smart contracts offer numerous benefits, such as automation, transparency, and efficiency, they also introduce unique risks, including but not limited to coding errors, vulnerabilities, and unforeseen circumstances that may result in financial loss or other damages. 

  • Coding Errors: Smart contracts are written in code, and any coding errors or vulnerabilities can lead to unintended consequences or exploitation by malicious actors. These errors can result in financial loss, contract failure, or unauthorized access to sensitive information.
  • Security Vulnerabilities: Smart contracts are stored on a blockchain, which is generally considered secure. However, vulnerabilities in the underlying blockchain technology or implementation can expose smart contracts to security risks, such as hacking, unauthorized modifications, or denial-of-service attacks.
  • Immutable Execution: Once a smart contract is deployed on a blockchain, it becomes immutable and cannot be easily modified or revoked. If there are errors or flaws in the contract, it may be challenging to rectify them without resorting to additional smart contracts or manual interventions.
  • External Data Dependency: Smart contracts often rely on external data sources or oracles to execute certain conditions or trigger events. If these external data sources are compromised or manipulated, it can lead to inaccurate or fraudulent execution of the smart contract.
  • Regulatory Compliance: Smart contracts may need to comply with existing legal and regulatory frameworks. Failure to address regulatory requirements can result in legal consequences or non-enforceability of the contract.
  • Lack of Standardization: The lack of standardized practices, protocols, and auditing mechanisms for smart contracts can make it challenging to assess and mitigate risks consistently across different contracts and platforms.

To the maximum extent permitted by applicable laws, Keyrock, its officers, directors, employees, agents, contractors and affiliates, disclaim any liability arising out of or related to any losses incurred by the Counterpart as set-out under this Clause 11.

 

 

 

SPECIFC TERMS APPLICABLE TO KEYROCK FRANCE

  • PURPOSE OF THE TERMS OF USE 

The purpose of the present Terms of Use (hereinafter the “TOU“) is to define (i.) the conditions of use of the website accessible to the public at the following url address https://keyrock.eu/ (hereinafter the “Website“) and (ii.) the digital assets Services (as defined below) rendered by the company KEYROCK FR, a French simplified joint stock company (société par actions simplifiée) having its registered office at 229, rue Saint-Honoré, 75001, Paris (France) registered in France with the French Financial Markets Authority (Autorité des marchés financiers, hereinafter the “AMF“) as a Digital Assets Services Provider (hereinafter “DASP“) under number E2024-115 and registered with the Trade and Companies Register of Paris under number 928 248 566 (hereinafter the “Company“).

 

The purpose of this Website is to:

  • provide users (hereinafter the “Users“) with information about the Company’s activities and      Services, as well as news, events, publications, etc.;
  • offer functionalities and/or information enabling Users to contact the Company and present the      Services offered by the Company, the projects carried out by the latter and those to come, or the team working on these projects.     

The Company also administers pages presenting its activity and enabling it to publish content on social networks and interact with Internet User     s (notably on LinkedIn, YouTube, X (ex-Twitter), etc.).

 

Risk warning. Past performance is no guarantee of future results. For more information on risks, Clients may refer to Article 12 of these TOU and more particularly to contractual documents made available.  

 

  • SCOPE OF APPLICATION

These TOU apply, without restriction or reservation, to the use of the Website made available to Users and to the Services provided by the Company to the clients or counterparties (hereinafter the “Clients”). 

 

The Use of the Website and Services implies full acceptance of the TOU, which are accessible at all times on the Website. 

 

The Services provided by the Company are strictly intended for professional Clients. By engaging with the Company, the Client confirms that they qualify as a professional under applicable laws and regulations. The Company reserves the right to verify the professional status of its clients and to refuse access to its Services if this status is not adequately demonstrated.

 

In accordance with the provisions of article 721-14 of the General Regulations of the AMF (hereinafter the “RG AMF”), the Services provided by the Company to its Clients are governed by both (i.) these TOU and (ii.) separate agreements (including the schedules and amendments) which govern the contractual relationships, provided to the Clients on a durable medium. In case the agreements conflict with the TOU, the former shall prevail.

 

This contractual indivisible legal framework provides the Client with a description of the essential rights and obligations of the parties, the nature of the Services provided and the types of digital assets to which the Services relate, the price scale of the Services provided by the Company and the method of remuneration, the period of validity of the agreements, the obligations of confidentiality incumbent on the Company in accordance with the laws and regulations in force concerning professional secrecy. 

 

These TOU may be modified at any time to take account of technological developments and User expectations. Users of the Website are therefore invited to consult them on a regular basis.

  • INFORMATION ON THE WEBSITE 

The information contained on the Website has no contractual value and is provided for information purposes only, published in a clear, accurate and non-misleading manner. The Company reserves the right to modify its characteristics at any time and without prior notice. In any event, this information should not be construed as investment advice, a solicitation or an offer to buy or sell any product or service. 

 

The Services presented on the Website may be subject to restrictions in certain countries or with regard to certain persons, in particular, some Services might not be accessible to French Users/Clients and will be identified as such. 

 

For more information, please consult the Company’s link: https://keyrock.eu/disclaimer/ 

 

However, all Users of the Website must check beforehand with their usual advisers, if any, that they are entitled to subscribe to the Services presented in view of their tax and legal status. In order to use and visit the Website, the User formally accepts the present TOU.      

  • DESCRIPTION OF THE SERVICES

 The Company provides French Users the following services on digital assets (hereinafter the “Services”):

  • market making services related to digital assets;
  • OTC (over the counter) spot services under a principal and agency model, where the Company might:
    • trade digital assets against other digital assets; and
    • hold digital assets in custody on behalf of the Client; 
  • DEX liquidity pool management services.

 

For all transactions conducted under the Company’s Services, the Company acts exclusively as the counterparty to all trades. 

The Company does not act as a broker, intermediary, or agent for any third party in these transactions. The relationship between the Client and the Company is purely contractual, and all trades are executed solely between the Client and the Company.

Each Service provided by the Company is governed by specific contracts, which outline the rights, obligations, and operational terms for both parties:

  • Market Making Services: governed by a Master Services Agreement (MSA) and a Master Loan Agreement (MLA).
  • OTC Services: governed by either (i) a Custody and Agent Agreement, or (ii) a Custody and Master Trade Agreement.

Clients are required to review, understand, and agree with these TOU and the terms of the applicable contract(s) before utilizing the respective Services. The Company and the Client undertake to negotiate in good faith the terms of the specific agreements, in accordance with the Client’s specific needs.

  • DIGITAL ASSETS AVAILABLE

The Services provided by the Company concern cryptocurrencies that are traded OTC or on cryptocurrency trading platforms. 

     

The Company applies a Token Vetting Policy that sets out the standards and procedures towards the assessment and approval of tokens in scope of the Company’s OTC and Market Making services.

 

The assessment will be performed whenever the Company intends to provide its Market Making or OTC Services on a token and before any contractual engagement with a Client.

 

The Clients undertake to provide all the information requested by the Company as part of the above procedure. 

 

The Company does not provide any services on security tokens, electronic money, privacy coins or tokens that are not compliant with European regulations. Furthermore, the Company may refuse to provide its Services on some tokens, according to its internal policy and regulatory obligations. The Clients will not be entitled to any compensation in this regard. 

The Company may decide to delist a previously approved token from its Services, in accordance with its internal policy and regulatory obligations. The concerned Clients will immediately be informed of such a decision and provided with alternative solutions or, as the case may be, services agreements might be terminated. 

  • ELIGIBILITY

The Services are accessible to any legal entity acting through a natural person who has the legal capacity to enter into a contract in the name and on behalf of such legal entity. Any natural person who accepts the TOU in the name and on behalf of a legal entity acknowledges that he/she is authorized to do so. 

 

The use of the Services is subject to AML/CFT identification requirements. Consequently, if the User is a Prohibited Person, whether a Sanctioned Person or is established in a Prohibited Jurisdiction, it will not be authorized to use the Services.

 

Users of the Services must provide all information that the Company requires. Any incomplete registration will not be validated. Users will not be entitled to any compensation in this respect.

 

The Company will immediately suspend access to the Services and/or terminate the applicable contract and these TOU if the User’s compliance with the eligibility requirements ceases during the term.

  • PRICING

The prices quoted by the Company reflect its own market valuations and may differ from prices available on external trading platforms or markets. The Clients acknowledge and agree that these prices include factors such as liquidity provisions, spreads, and other considerations set by the Company as the counterparty under its internal order execution policy.

 

The method of remuneration and fees associated with the services provided by the Company are detailed in its pricing policy, which is be communicated to Clients before its onboarding and upon request. 

 

The service fees may be revised periodically, and Clients will be informed in advance of any changes. 

  • PARTIES’ OBLIGATIONS  

  • For the use of the website     

The Company is bound by the terms and conditions stipulated in these TOU. The Company provides the User with the Website, including access to the Website, and is therefore subject to an obligation of means. As such, the Company strives to maintain accessibility to the Website.

The User has ensured that the Website and the services presented are suited to his/her needs, that they correspond to his/her expectations and that he/she has the technical and financial skills and knowledge, as well as the necessary IT environment, to use the Website correctly.

 

The User is bound by the terms and conditions of these TOU. The User is solely responsible for his/her use of the Website. 

 

The User is obliged to use the Website in accordance with the applicable legal and regulatory provisions and may not use the Website for illicit or illegal purposes, nor for purposes other than those for which the Website is made available to the User.

 

In the event of non-compliance with these TOU by the User, the Company reserves the right to temporarily or permanently suspend access to the Website.      

  • For the use of the Services

The Company commits to provide the Services with due care and skill. 

 

The Company acts as the direct counterparty for transactions carried out on the OTC trading platform or through market making. This means that transactions are executed directly between the Company and the User, without involving third parties. The User is informed that they are not dealing with a broker or an external exchange, but directly with the Company.

 

The Company warrants that it complies with the applicable regulations for digital asset service providers and the requirements of the AMF.

 

The Company ensures the confidentiality of Client’s information in accordance with current regulations.

 

The Company respects the confidentiality requirements under professional secrecy laws and regulations. All sensitive information, including personal data (see below) and transaction details, will be treated confidentially. The Company will not disclose this information to third parties without the User’s prior consent, except where required by law.

 

Information is protected by appropriate technical and organizational measures, and data is stored on secure servers that comply with industry standards for security.

 

The market making and OTC trading services are enabled through advanced technological solutions, including algorithmic trading systems, order management platforms, and secure communication systems. The Company ensures that all technologies used to provide these services are secure and compliant with industry standards in terms of security and regulatory compliance.

 

The Users/Clients warrants and agree to:

  • provide accurate and complete information for the creation and management of their account;
  • comply with the terms of this agreement and these TOU, especially regarding the security of accounts and the execution of transactions;
  • comply with the terms of all specific agreements signed with the Company for the provision of the Services;
  • ensure the security of their digital assets by not sharing private keys or sensitive information;
  • notify the Company of any suspicious or unauthorized activity.

Users/Clients agree and guarantee:

  • to comply with the laws and regulations in force in the country in which they are located;
  • that they have the capacity to enter into an agreement with the Company, in accordance with the laws of the country in which they are located; 
  • to provide information that is truthful, accurate and free from error when interacting in and with the Website and the Services and to keep this information up-to-date throughout their time using the Website and the Services; 
  • to use the Website and the Services in accordance with its intended purpose and objective.

Users/Clients understand and accept that the following acts are strictly prohibited: 

  • all kind of fraudulent activities; 
  • any behavior that disrupts, suspends, slows or prevents the continuity of the Website and Services; 
  • any intrusion or attempted intrusion into the Company’s information systems or infringement of the security and authentication measures;
  • any act infringing the Company’s rights and financial interests, whether commercial or legal; 
  • any copying and/or misappropriation of the Website and more generally any misuse of the Website;
  • any infringement of the Company’s intellectual property rights. 

Clients are solely responsible for the proper completion of all administrative, tax and social formalities and for all payments of contributions, taxes or duties of any kind that they are responsible for, where applicable, in connection with their use of the Services. 

 

Clients are also responsible for complying with the regulations applicable to the contractual relationship to which they are a party.     

  • LIABILITY 

The information provided on the Website is given for information purposes only. This information, such as price indications, for example, may be modified or updated without notice.

 

Similarly, the Company cannot be held liable for external hypertext links set up within the framework of this Website, nor for the content of third-party sites to which they point. 

 

THE USER USES THE WEBSITE AT HIS OR HER OWN RISK. IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER RESULTING FROM THE CONTENT OR USE OF THIS WEBSITE AND/OR ANY OF THE SITES LINKED TO IT (INCLUDING BUT NOT LIMITED TO ACCESS OR INABILITY TO ACCESS ANY OF THESE SITES), INCLUDING BUT NOT LIMITED TO ANY OPERATING, FINANCIAL OR COMMERCIAL LOSS, LOSS OF PROGRAMS AND/OR DATA, PARTICULARLY IN THE INFORMATION SYSTEM OF THE USER OF THE WEBSITE.

  • PERSONAL DATA PROTECTION

The Company undertakes to ensure the security of any personal data it may process and store. 

The processing of information communicated via the Website complies with legal requirements for the protection of personal data, and the information system used ensures optimum protection of such data.

In accordance with current national and European regulations, the User has a permanent right of access, modification, rectification, opposition, portability and limitation of the processing of information concerning him/her.

 

For more information, please consult the Company’s data policy, which can be consulted by clicking on the following link: https://keyrock.eu/privacy-complaints-notice/ 

  • INTELLECTUAL PROPERTY

The general structure of the Website, the templates and skeletons used on the Website, as well as the information, pictograms, photographs, images, texts and other documents making up or accessible on the Website, are subject to the laws protecting intellectual property, as the Company owns them or has the corresponding operating rights for the purposes of this Website.

In this respect, any reproduction, representation, adaptation, translation and/or transformation, in whole or in part, of the Website or of one or more of its components, by any process whatsoever, without the prior written authorization of the Company, is prohibited, and would constitute an infringement punishable by intellectual property rights, and would entail the responsibility of its author.

  • RISKS 

Any User contracting with Keyrock acknowledges and agrees that the trading and exchange of digital assets carry inherent risks which can lead to total or partial loss to the User. The risks of loss includes, but are not limited to, losses arising from: theft, hacking, unauthorised access, system failures, exchange failures, government or law enforcement seizure, insolvency, or any other related risks associated with the temporary or permanent loss or misappropriation of digital assets.

  • Risks associated with trading and holding assets

Prices can and do fluctuate on any given day. Due to such price fluctuations, digital assets may increase in value or lose value at any given moment or may even become worthless. That is an inherent risk of buying, selling, trading or holding anything on a market. Digital assets trading is especially susceptible to bubbles or loss of confidence, which could collapse demand relative to supply. For example, confidence might collapse because of unexpected changes imposed by the software developers, government policy, the creation of competing currencies or a deflationary or inflationary spiral. Confidence might also collapse because of technical problems such as in the event the anonymity of the system is compromised, if money is lost or stolen or if hackers or governments are able to prevent any transactions from settling.

  • Trading Strategies Risk 

All the strategies of Keyrock focus on market neutrality and the maximum mitigation of market risks. Due to market anomalies, unfair competition, operational anomalies (example: API downtimes or exchanges closing operations without prior notice) or simply statistical anomalies, the Keyrock’s strategies are also exposed to risks. 

  • Operational Risk 

The security of assets deposited with Keyrock is crucial to Keyrock. Therefore, Keyrock takes a range of measures to ensure security. For instance, the distribution of the deposited assets on many Digital Asset exchanges. Keyrock does this to diversify the risk of Digital Asset getting lost due to hacks or attacks on a particular exchange. 

  • Regulatory Risks 

Digital assets do not have a clear regulatory framework in all jurisdictions. The position of financial regulation authorities as well as governments around the world is unclear. Therefore, there is a risk associated to potential bans from governments, changes in taxation law, special rulings from the financial regulation authority and in general any regulation that could affect the use of any digital assets. 

  • Smart Contract Risks

Smart contracts are self-executing agreements with the terms of the agreement directly written into code. While smart contracts offer numerous benefits, such as automation, transparency, and efficiency, they also introduce unique risks, including but not limited to coding errors, vulnerabilities, and unforeseen circumstances that may result in financial loss or other damages. 

 

  • Coding Errors: Smart contracts are written in code, and any coding errors or vulnerabilities can lead to unintended consequences or exploitation by malicious actors. These errors can result in financial loss, contract failure, or unauthorized access to sensitive information.
  • Security Vulnerabilities: Smart contracts are stored on a blockchain, which is generally considered secure. However, vulnerabilities in the underlying blockchain technology or implementation can expose smart contracts to security risks, such as hacking, unauthorized modifications, or denial-of-service attacks.
  • Immutable Execution: Once a smart contract is deployed on a blockchain, it becomes immutable and cannot be easily modified or revoked. If there are errors or flaws in the contract, it may be challenging to rectify them without resorting to additional smart contracts or manual interventions.
  • External Data Dependency: Smart contracts often rely on external data sources or oracles to execute certain conditions or trigger events. If these external data sources are compromised or manipulated, it can lead to inaccurate or fraudulent execution of the smart contract.
  • Regulatory Compliance: Smart contracts may need to comply with existing legal and regulatory frameworks. Failure to address regulatory requirements can result in legal consequences or non-enforceability of the contract.
  • Lack of Standardization: The lack of standardized practices, protocols, and auditing mechanisms for smart contracts can make it challenging to assess and mitigate risks consistently across different contracts and platforms.

  • DURATION

These TOU are valid from the date of the User’s acceptance and remain in force for the entire duration of the contractual relationship, unless terminated in accordance with the provisions set out in Article ‘TERMINATION’ of these TOU.

  • MODIFICATION

The Company reserves the right to modify these TOU at any time. Users will be informed of any changes by written notification or email. 

 

The most current version of the TOU can be reviewed by clicking on the hypertext link located on the Website’s homepage. The Company may modify the TOU from time to time. Users will be informed of all significant changes fifteen (15) days before the new version comes into force. During this period, Users may terminate the TOU by any means provided that they complete any commitment to which they have already agreed. 

 

The Users non-termination or continued access or use of the Website or the Service after the effective date or notice period of any amendments or updates will constitute acceptance.

  • TERMINATION

  • Suspension

If the User breaches the TOU or in application of Keyrock’s AML/CFT obligations, the Company may temporarily and without prior notice suspend access to the Website and the Services.

After an investigation period during which the Company shall verify the truth of the alleged violations, access to the Website and/or to the Services may be restored or the TOU may be terminated in accordance with the terms below.

  • Termination

Users may terminate these TOU at any time by sending an email to the following email address: [email protected]. 

 

After doing so, Users will not be able to access the Website unless they accept the TOU again.

 

Users are informed that the provision of the Services is subject to independent contracts with specific terms and termination requirements. Termination of the present TOU does not induce termination of the Services provided to the User.

 

The Company may terminate the TOU unilaterally, without notice (i.) in the event of serious or repeated breaches of one or more of the provisions of the TOU, (ii.) in the event of an established risks of money laundering or terrorist financing or fraud, (iii.) if the Company ceases its activities or become the subject of insolvency proceedings and the proceedings are not closed within ninety (90) days.

  • ORDERLY CESSATION OF ACTIVITIES

  • Triggers for cessation

The Company may cease operations due to major market fluctuations, regulatory changes affecting the Services, prolonged financial difficulties or other significant losses, regulatory enforcement (e.g., AMF voluntary or imposed deregistration), or major financial penalties. 

 

These factors can lead to a decision to wind down the Company’s activities, which will result in termination of the Services. 

  • Communications

Users will be notified of cessation decisions promptly and transparently through email, website updates, and other appropriate channels.

 

In the process of orderly cessation of activities, the Company will inform Clients of the cessation decision and adopt appropriate methods to ensure that information is transmitted clearly and on time.

Communication Methods: the Company shall use various channels to effectively reach all Users (personalized emails, notifications via Keyrock website, announcements on social media and press releases). The Company will provide a dedicated support team to address User queries and assist with transitions, including guidance on alternative service providers.


Timing: the first communication will take place as soon as the decision is made, giving Users sufficient time to prepare and respond. Regular updates should be provided throughout the process, informing of important steps, deadlines, and any action Users need to take. If the Company is delisted by the AMF from its list of authorized DASP, such a timetable will meet the requirements of article D. 54-10-5 of the French Monetary and Financial Code (hereafter the “FMFC“). 

 

As part of the cessation of the Company’s activities, the reasons and implications of this decision are communicated in a transparent and direct manner. 

  • Closing Users positions

In accordance with the provisions of articles L. 54-10-2 and seq. of the FMFC and the RGAMF, digital assets held by the Company on behalf of its Clients are isolated from the latter’s assets in the interests of said Clients. 

     

Thus, in the event of the opening of legal proceedings or collective proceedings, creditors will not be able to assert any rights over the digital assets held on behalf of its Users by the Company. Therefore, in the event of the opening of collective proceedings, it will have no impact on French Users. 

 

The Company ensures at all times that the digital assets it holds on behalf of its Users are functionally separate from its own assets. 

 

A liquidation strategy is developed for each User. This strategy is designed to align the liquidation objectives with the User’s interests, considering the applicable contractual provisions.

 

The orderly execution of closing transactions at the Company involves a process that considers technical specificities and requirements. The Company’s order execution policy considers the order and timing of transactions, with particular attention paid to market liquidity and the specific characteristics of digital assets.

 

Communication with Users is maintained throughout the process to ensure transparency and trust. After the positions have been closed, a detailed management report is provided to Users, summarizing the actions taken, the results of the liquidation and the options for transferring the remaining funds or digital assets.

 

In any case, once the cessation of activity has been announced, Users may not subscribe to the Services and must not transfer funds or digital assets to the Company except for the purpose of the payment of ongoing fees. As such, the Company will not provide the address of the wallet to which digital assets can be deposited, making it impossible to deposit new digital assets. If, despite this, Users attempt to deposit digital assets on the deposit wallet of Keyrock, these digital assets will be immediately and automatically returned to the sending wallet within 7 business days.

  • Process for returning assets

The Company will determine the exact amounts to be returned to each User. This calculation will include all realized gains and losses, as well as the accumulation of fees, in accordance with the terms of the underlying contract(s). 

The Company will provide Users with detailed reports. These reports must not only reflect the performance of the trading strategy, but also clearly detail the calculation of fees and adjustments made, in accordance with the Company’s contractual commitments.

 

The Company will offer to the User the option to transfer its digital assets to another DASP. The User can also request the transfer to a specific service provider. 

 

Indeed, if a customer has not indicated a method of return within a reasonable period of time, and no more than 6 (six) months after the instructions provided by the Company (hereafter the “Deadline no. 1“), the Company will transfer as soon as possible control of the means of access to the digital assets to a service provider of its choice registered or approved with the AMF and will immediately inform the concerned customers.

 

The Company will inform the customer how to access their digital assets. However, the retention of the customer’s digital assets by a third-party regulated custodian is not indefinite. Indeed, in the absence of any manifestation or indication by the customer after 6 (six) months from the expiry of Deadline no. 1 and after 2 (two) unsuccessful formal notices at least three (3) months apart, the Company will sell the said assets and place the corresponding fiat sums in an escrow account placed under the supervision of a notary. If after 6 months of this placement and after 2 (two) unsuccessful formal notices at least three (3) months apart the customer has still not claimed its assets, the notary will transfer it to the French Caisse des dépôts et consignations. The customer will be informed of such placement and of the means to recover the assets. 

 

If the Company is unable to find a service provider willing to hold the digital assets of customers who have not come forward within the aforementioned Deadline no. 1, the Company will sell the said assets and place the corresponding fiat sums in an escrow account placed under the supervision of a regulated professional (i.e., a notary or lawyer). In such a case, the customer will be able to recover the sum corresponding to the proceeds of the sale of his or her digital assets. However, the customer’s fiat monies are not retained indefinitely. In the absence of any response from the customer after 6 (six) months from the expiry of Period no. 1 and after 2 (two) unsuccessful formal notices at least three (3) months apart, the notary will transfer it to the French Caisse des dépôts et consignations. The customer will be informed of such placement and of the means to recover the assets. 

 

This procedure also applies to Users who are not accepted by an external service provider.

 

Each return transaction is handled with particular care to ensure transparency and trust. The Company undertakes to provide a detailed written confirmation to each customer after each transfer of digital assets or funds. These confirmations include all relevant details of the transaction and allow the customer to verify that the transfer has been completed in accordance with their instructions.

 

  • Data confidentiality

Users data will be handled securely throughout the cessation process, according to the Company privacy policy. Adequate safeguards will be in place to protect sensitive information, including encryption during asset transfers.

  • Post-cessation obligations

The Company will honor residual contractual obligations, manage Users claims, and maintain clear communication until all issues are resolved.

 

The Company might retain necessary records to comply with legal requirements.

 

  • COMPLAINTS MANAGEMENT

Users and Clients can submit any complaints related to the services provided to the Company through the following channels:

 

Post: Commercial Department- Keyrock FR, 229 rue Saint-Honoré, 75001, Paris (France)

Email: [email protected]

 

All information related to the management of complaints is detailed in the Company’s Complaint Handling Policy available on the dedicated page of the Website. 

 

Complaints will be addressed promptly in accordance with the Company’s internal policy. If a dispute remains unresolved, the User may use the dispute resolution mechanisms provided under applicable regulations.

  • PARTIAL NULLITY

If one or more of the stipulations herein are held to be invalid or declared as such in application of a law, regulation or final decision of a competent court, the other stipulations shall retain all their force and scope.

  • APPLICABLE LAW

THIS WEBSITE IS GOVERNED BY FRENCH LAW. THE CONTENTS OFFERED ARE THEREFORE IN COMPLIANCE WITH CURRENT FRENCH LEGISLATION. THE WEBSITE EDITOR SHALL NOT BE HELD LIABLE IN THE EVENT OF NON-COMPLIANCE WITH THE LEGISLATION OF THE COUNTRY OF CONNECTION.

THESE TOU AND THE RELATIONSHIP BETWEEN THE COMPANY AND THE USER SHALL ALSO BE GOVERNED BY FRENCH LAW. THIS APPLIES TO BOTH SUBSTANTIVE AND FORMAL RULES, NOTWITHSTANDING THE PLACE OF PERFORMANCE OF SUBSTANTIAL OR ACCESSORY OBLIGATIONS.

  • JURISDICTION

IN THE EVENT OF ANY DISPUTE AS TO THE INTERPRETATION OR EXECUTION OF THESE TOU, THE PARTIES WILL USE THEIR BEST EFFORTS TO FIND AN AMICABLE SOLUTION. 

IN THE ABSENCE OF AMICABLE RESOLUTION, THE FRENCH COURTS SHALL HAVE SOLE JURISDICTION TO HEAR ANY DISPUTE ARISING FROM THE APPLICATION OF THESE TOU OR RESULTING DIRECTLY OR INDIRECTLY FROM THE USE OF THE WEBSITE. THE REFERENCE LANGUAGE FOR THE SETTLEMENT OF ANY DISPUTES IS ENGLISH.