Bullish Europe GmbH (“BEU”, “we”, “us” or “our”) does not provide services in certain jurisdictions, including the United States, Canada, People’s Republic of China (excluding, for the avoidance of doubt, Hong Kong S.A.R, Macau S.A.R and Taiwan), Japan, Israel, and Russia. Information on this site is not an offer to visitors from these locations.

1. Scope of these Terms

1.1 These Terms are made between you (hereinafter referred to as “you” or “your”) and us.

1.2 These Terms govern your use of our “Services”, which include: (a) our Trading System on which you may (i) open and maintain an Account; (ii) initiate “Transactions” by placing orders to trade Digital Assets and by depositing and withdrawing Fiat Currencies and Digital Assets to or from your Account; (b) the Site and any APIs available to access the Trading System, and (c) any other related services, mobile applications, software, products, tools, smart contracts, materials and content we may provide to be accessed or used by you.

1.3 In respect of certain features, products or services made available through the Services, you may be required to accept additional terms and conditions (“Additional Terms”) governing the use of such features, products or services.

1.4 Agreeing to these Terms, Additional Terms or any “Policies” alone does not entitle you to register an “Account” or allow you access to the Trading System to use the Services.

2. Definitions and Interpretation

2.1 Unless otherwise defined, capitalized words used in these Terms shall have the meaning given to them in the Appendix (Definitions and Interpretation).

2.2 In the event of a conflict between the documents that comprise these Terms, the order of priority is any Additional Terms, then the Fee Schedule, then the body of these Terms.

2.3 If you are a Corporate Body, then in the event of any inconsistency between these Terms and any applicable BEU Institutional Client Agreement that might be agreed with you, the provisions of the BEU Institutional Client Agreement shall prevail.

3. About BEU

3.1 BEU has its registered office in Frankfurt am Main and is registered with the commercial register of the local court of Frankfurt am Main under registration number HRB 128487.

3.2 BEU (fka as Bullish DE Custody GmbH) is licensed by the Federal Financial Supervision Authority (Bundesanstalt für Finanzdienstleistungsaufsicht – “BaFin”) under BaFin-ID 162355 for the provision of crypto custody business (Kryptoverwahrgeschäft), principal broking (Finanzkommissionsgeschäft) and proprietary trading (Eigenhandel) regarding crypto assets (Kryptowerte) pursuant to the German Banking Act (Kreditwesengesetz – “KWG”). For further details on the scope of the licenses, please see the BaFin database of companies (BaFin Unternehmensdatenbank) that can be accessed via https://portal.mvp.bafin.de/database/InstInfo/.

4. About the Trading System

4.1 Via the “Trading System” Account holders can fund their Accounts with “Fiat Currency” or “Digital Assets” as described in clause 12, trade Digital Assets (subject to clause 4.4) as described in clause 13 and withdraw Fiat Currency or Digital Assets as described in clause 14.

4.2 We may make different types of orders for trading Digital Assets available from time to time. BEU is not obliged to offer specific order types.

4.3 The Trading System is accessible through the “Site” and “APIs”.

4.4 We are under no obligation to offer, or to continue to offer a particular Digital Asset or a particular set of Digital Assets for trading or to enable you or continue to enable you to use a particular Fiat Currency or a particular set of Fiat Currencies to trade Digital Assets. We, therefore, reserve the right to determine which Fiat Currencies can be used for funding the Account in order to trade Digital Assets and which Digital Assets will be available for trading via the Trading System:

(a) to customers generally from time to time; and/or

(b) specifically to you from time to time.

We may discontinue support for or the availability of any particular Fiat Currency and/or Digital Asset at any time. Unless we are of the view that we are prohibited from doing so under Applicable Law, we will use reasonable (zumutbare) endeavors to notify you of any decision to discontinue support for or the availability of a particular Fiat Currency and/or Digital Asset before such discontinuance takes effect.

4.5 You may receive Fiat Currencies and Digital Assets in your Account, transfer Fiat Currencies and Digital Assets to or from your Account, and place orders regarding Digital Assets via the Trading System in accordance with these Terms. You may buy and sell Digital Assets in exchange for Fiat Currencies and other Digital Assets available for your Account. Your Account and the Trading System do not enable you to trade one Fiat Currency against another Fiat Currency.

4.6 From time to time and without any obligation to do so, we may make features, add-ons, customizations or versions of the Trading System or Services available on a special basis, such as making such features, add-ons, customizations or versions available at no charge, with limited or pre-release functionality, or for a limited time to try available functionality, such as alpha, beta, trial or no-charge designated Services (“Special Services”). Special Services may not be covered by support, and we may change a Special Service as well as any restrictions or requirements for continued use of a Special Service or our obligations in providing such Special Service at any time and without notice. We are not obligated to release a Special Service or make an equivalent service generally available. An alpha, beta, experimental or customized service may not be at a level of performance or compatibility of generally available services, may not be fully tested, and may not comply with the security practices for the Services. We may discontinue providing a Special Service any time and without notice. Subject to clause 29.5, you assume all risk associated with your use of Special Services.

5. Risk Disclosures, No Advice

5.1 Buying, selling, holding and otherwise participating in trading and other activities involving or relating to Digital Assets carries significant risk, including the risk of financial loss. Such risks include those described in our Risk Warnings.

5.2 You will have to confirm that you have taken note of the Risk Warnings when you register your Account, and you may be requested to additionally confirm that you have taken note of the Risk Warnings before initiating a Transaction.

5.3 We do not provide any investment, accounting, tax or legal advice in connection with the Services described in these Terms. We do not recommend that you purchase, sell or hold any Digital Assets. We may provide information on the price, range and volatility of Digital Assets that are available for trading on the Trading System and events that may be relevant to such Digital Assets, but this will not constitute investment advice and must not be construed as such or relied on.

6. Eligibility

6.1 You are only entitled and eligible to use the Services if the following criteria apply:

6.1.1. if you are a natural person, (i) you are at least 18 years of age, (ii) you are a resident of Germany and have sufficient legal capacity under the laws of any jurisdiction to which you are subject to enter into an agreement with BEU on these Terms, (iii) you qualify as a professional client in accordance with section 67 (6) German Securities Trading Act (Wertpapierhandelsgesetz – “WpHG”); BEU may request your written confirmation to be qualified as a professional client pursuant to section 67 (6) WpHG before you can register an Account;

6.1.2. if you are a legal entity (we refer to any legal entity, regardless of organizational form, as a “Corporate Body” in these Terms), (i) you are a professional client pursuant to section 67 (2) or (6) WpHG, (ii) you are established or registered in Germany and you are not operating in the United States or a Prohibited Jurisdiction and your shareholders that exercise control over you, your ultimate beneficial owners, executives, management (internal or external), directors, officers, employees and your legal representatives are not citizens or residents of, or located in, any Prohibited Jurisdiction, (iii) none of the Authorized Users or others purporting to be authorized by such Corporate Body to access, administer or use the Account are residents of or located in the United States, (iv) you have provided full, complete and accurate disclosure about any of such Corporate Body’s controllers, ultimate beneficial owners, executives, management (internal or external), directors and officers as may be citizens or residents of, or located in, the United States; and (v) you have appropriate knowledge and experience of blockchain technology, cryptography, smart contracts and the “Assets” applicable to each Transaction and related features and risks;

6.2 Irrespective of the foregoing, you are not entitled and are not eligible to use the Services if:

6.2.1. you and/or any person(s) acting on your behalf and/or any of your ultimate beneficial owners (as applicable) are subject to any sanctions or trade restrictions administered, imposed, or promulgated by any national or supranational governmental authority, including (i) the United States Department of the Treasury, including the Office of Foreign Assets Control, the United States Department of State, and the United States Department of Commerce, including the Bureau of Industry and Security, (ii) the United  Kingdom’s Office of Financial Sanctions Implementation, (iii) the European Union, or (iv) the United Nations (collectively, “Sanctions Laws”);

6.2.2. holding or trading Digital Assets or Fiat Currencies and accessing and using the Services is unlawful or prohibited under the laws of any jurisdiction to which you and/or any person acting on behalf of may be subject and if a license or other authorization is required for such activity under the laws of such jurisdiction, unless you and/or any person acting on behalf of you has obtained and is maintaining such license or authorization;

6.2.3. you have previously had an Account suspended or terminated by us;

6.2.4. you are insolvent or bankrupt;

6.2.5. your use of the Services or access to the Trading System violates Applicable Law; and/or

6.2.6. the execution and delivery of these Terms or any related agreement or the performance of your obligations thereunder would cause you to contravene any: Applicable Law to which you are subject; or other agreement or document that is binding on or applicable to you.

6.3 We may implement measures such as geo-blocking that are designed to prevent access to the Services from certain locations, including “Prohibited Jurisdictions”. These measures may inadvertently block access from other locations, but we assume no liability as a result. Unless restricted under Applicable Law, and subject to network issues, outages, scheduled or unscheduled downtime, or any interruption to or unavailability of the Services and our rights under clause 17.1 we will enable you to access your Customer Assets to retrieve them.

6.4 If you are a natural person and you are temporarily present in a Prohibited Jurisdiction, then for so long as you are present in a Prohibited Jurisdiction, you must not use the Services. If any person acting on your behalf is temporarily present in a Prohibited Jurisdiction, then for so long as this person is present in a Prohibited Jurisdiction, you must not access the Services via this person.

6.5 We may change our eligibility criteria at any time in accordance with clause 33 (Variation to these Terms), including by introducing additional requirements.

6.6 If you become aware that you no longer meet our eligibility criteria set out in clauses 6.1 and 6.2 (as amended from time to time in accordance with clause 33 (Variation to these Terms)) at any time after you create an Account, (a) you must inform us immediately, and (b) we may suspend or terminate your Account in accordance with clause 17 (Termination or Suspension). This includes where the list of Prohibited Jurisdictions or Sanctions Laws are updated and you would consequently no longer be entitled to register an Account with BEU and/or use the Services pursuant to this clause 6.

7. Account Registration

7.1 You will need to register an Account to use the Trading System.

7.2 You may only register an Account and access and use the Services as an individual or as a Corporate Body meeting the eligibility requirements set forth in these Terms. If you are acting as agent or trustee, you must disclose this to us.

7.3 If you are a natural person, you must not allow any other person to use your Account, and if you are a Corporate Body, you must ensure that only “Authorized Users” can access or use your Account or otherwise act on your behalf.  You must protect your credentials against unauthorized access and must ensure that any Authorized User protects his credentials against unauthorized access.

7.4 In case you are a Corporate Body, you must ensure that all Authorized Users are aware of these Terms and comply with them.

7.5 To register or maintain your Account, you must provide such information and documentation about yourself, and if applicable, your end customers as we may require or request in order to complete the customer due diligence described in clause 8 (Customer Due Diligence), and you agree to provide such information and documentation. You understand and accept that, unless you successfully complete our customer due diligence process, you shall not be eligible to open or maintain an Account at BEU or to use the Services.

7.6 In relation to your Account, you agree that you shall: (a) provide complete and accurate information and documentation; (b) immediately update any information and documentation you have provided to us so that it remains complete and accurate at all times; (c) maintain the security of your Account by protecting it from unauthorized access or use;  and (d) immediately notify us if you discover or suspect any unauthorized access or use of your Account or any security breaches related to your Account. Furthermore, you shall also be responsible for all activities that occur on or in relation to your Account arising from (i) actions taken by you or, (ii) any unauthorized access and use of your Account resulting from your failure to take appropriate measures to secure your Account.

7.7 You are responsible for obtaining any permissions from your and your affiliates’ employees, contractors and end-customers necessary for the transfer and use of any data that you provide to us as described in these Terms or in our Privacy Notice.

7.8 Clause 9 (Account Security) remains unaffected by this clause 7.

8. Customer Due Diligence

8.1 We will carry out customer due diligence on you, in order to (among other things) verify and authenticate your identity, the identity of any ultimate beneficial owners and any person(s) acting on your behalf and your financial status to meet our obligations under Applicable Law. You must provide such information and documentation as we, and/or any third-party service providers who we engage to perform customer due diligence, request from time to time pursuant to Applicable Law, whether: (a) on applying for an Account, creating sub-accounts or unique end-customer ID’s associated with a sub-account; (b) in relation to any suspicious or unusual activity relating to your Account; (c) in connection with any customer monitoring or other periodic compliance reviews that we are required to carry out under Applicable Law; (d) as a result of changes to any information relating to your Account; (e) due to re-opening an Account that has deemed to be “inactive” and consequently suspended in accordance with Applicable Law, or (f) due to any other updates required under Applicable Law.

8.2 As part of the Account registration process or at any time thereafter, you may be redirected to a site maintained by a third-party service provider who we have engaged to perform customer due diligence and be requested to submit the requisite information and documentation to our third-party service provider. We and our third-party service provider may exchange copies of the information and documentation that you have shared with either of us or them to the extent necessary to perform the customer due diligence process.

8.3 We will only use any information and documentation collected by us and/or our third-party service providers for customer due diligence purposes pursuant to Applicable Law or as you otherwise consent, including to: (a) verify your or your end customers’ identity and carry out checks with respect to money laundering, terrorist financing, fraud, financial crimes and other compliance matters; and (b) enable us to comply with Applicable Law and our internal policies. As part of our Privacy and Cookie Notice, you will be made aware of the processing of your data by us as well as by any third-party service provider in accordance with the aforementioned purposes.

8.4 You acknowledge and agree that we make all necessary inquiries or reporting (including to governmental regulatory, law enforcement and other agencies around the world) that we or our third-party service providers are required to make under Applicable Law. To the extent required by Applicable Law, you must cooperate with any reasonable request for and provide certain information, documents or records relating to your activities in connection with the Trading System.

8.5 You confirm and undertake that all information you provide to us and our third-party service providers as part of the customer due diligence process will be true, accurate and complete.

8.6. As long as information required under Applicable Law is not (sufficiently) provided to us, your Account will be suspended and you will not be able to use the Services.

9. Account Security

9.1 Your Account is personal to you. You understand and agree that you bear sole responsibility for managing and maintaining the security of your Account login credentials and/or your API keys. You shall not allow any third party (except for Authorized Users in case you are a Corporate Body) to use your Account. You must never share your Account login credentials or your API keys with anyone, and you must keep them safe and secure in order to prevent other persons from becoming aware of your Account login credentials and/or API keys.

9.2 If you share your Account login credentials or API keys for your Account, or fail to safekeep them, any act taken via your Account by a party with whom you shared or to whom you intentionally or unintentionally enabled access to your API key(s) or login credentials will be attributed to you (unless you can demonstrate that you did not negligently fail to safekeep the means of access to your Account). You are in this case obliged to indemnify BEU for each resulting direct or indirect loss, liability, cost, expense, claim or demand (including legal fees and any fines, fees or penalties imposed by any regulatory authority due to e.g. market manipulation conduct via your Account).  BEU will not ask you to disclose your login credentials.

9.3 You understand and agree that you are responsible for monitoring your Account for unauthorized or suspicious activity. If you know or suspect that anyone other than you (or an Authorized User in accordance with these Terms) has accessed your Account or has access to your Account login credentials or API keys, or if you have lost your Account login credentials or API keys or you know or suspect that your Account (including login details) has been compromised, you shall immediately notify us. Following such notification, we may suspend your Account and take any other actions which are necessary or advisable to protect you, us, or other customers. You must cooperate with us, and we may require you to take other actions, including providing reasonable assistance to us with regards to: (a) any investigations that we may carry out; and (b) setting up a new Account.

9.4 When notifying us in accordance with clause 9.2, we may require you to prove to our satisfaction that you are who you say you are, and that the Account belongs to you, before we take any action.

9.5 We may not be able to help you regain access to your Account in all circumstances. If that is the case, you may apply for a new Account. However, in such circumstances you may not be able to transfer anything (including any Digital Assets or Fiat Currency or records of activities) from your old Account to your new Account. If we can establish that your old Account held any Digital Assets or Fiat Currency, we will endeavor, to the extent that it is operationally practicable and commercially reasonable, to credit your new Account with such number, amount, or quantity of Assets as may be available from your old Account.

9.6 Within the scope of clause 9.2, you acknowledge and agree that we are not liable for any unauthorized access to or use of your Account in accordance with this clause 9.

9.7 You acknowledge and accept that any information or data associated with your Account or otherwise related to any activity you carry out in connection with your access and use of the Services may become irretrievably lost or corrupted or temporarily unavailable due to software failures, “Viruses”, “Vulnerabilities” or other harmful materials, protocol changes by third-party providers, internet outages, force majeure event or other disasters, scheduled or unscheduled maintenance. Please note that we are not obliged to back up and maintain duplicate copies of any information and data you store or transfer through your Account or otherwise related to your use of the Services.

10. Account Transactions

10.1 You may access and use your Account to initiate and enter into Transactions by submitting “Instructions”.

10.2 You acknowledge and agree that your Account is self-directed by you and not managed by us.

10.3 We reserve the right to restrict the value or number of Transactions that you may request us to carry out from time to time, including by setting minimum and/or maximum limits relating to the size of a deposit, trade or withdrawal. Such restrictions or limitations will be of a general nature and not be customer specific. Customer specific restrictions or limitations will only be imposed if required by Applicable Law or if the right to impose such restrictions or limitations is explicitly set out in these Terms.

10.4 BEU will maintain and provide your Account information to you at as close to real time as reasonably practicable, including account balances.

11. Fees

11.1 For Transactions through your Account, you authorize us to deduct the applicable fees from the balance of any assets deposited or credited to your Account (see clause 12 Account Funding and Custody of Customer Assets) in accordance with our Fee Schedule as amended from time to time. The current Fee Schedule is published at https://support.exchange.bullish.com/servicedesk/customer/kb/view/85295124. If we update the Fee Schedule, we will inform you via email, by notification when you log in to the Trade System, or by other means. For each Transaction, the Fee Schedule published at that time shall apply. You will be able to take note of and agree to the applicable Fee Schedule before initiating Transactions. Fees relating to an order will be payable and deducted from your Account when the respective order is executed. If you cancel your order prior to the order being executed, the Fees for that trade will not be payable or deducted from your Account.

11.2 Fees payable by you and any payments that may be payable to you do not take into account any taxes, levies, duties or similar governmental assessments of any nature, including, value added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). You are responsible for paying all Taxes associated with your Account. If we have the legal obligation to pay or collect Taxes for which you are responsible, we will deduct such amount from your Account unless you give us a valid tax exemption certificate authorized by the appropriate taxing authority. You also agree that we may set-off such amounts in accordance with clause 35. You must notify us if there is any withholding tax obligation or any other legal, financial, tax or other reporting obligation that applies in relation to your Account or any activity that you carry out on the Trading System and you will gross up the fee amount as if no Taxes were withheld or deducted. To the extent we are required to withhold any sum due to any tax authority from your Account we may do so in whatever currency is available based on a conversion rate determined by us.

11.3 You agree that we may keep any rewards, incentives or similar benefits allocated to your Digital Assets, as long as the Digital Assets are held by us on your behalf, as payment for the custody services provided.

12. Account Funding and Custody of Customer Assets

12.1 To trade Digital Assets via the Trading System and have applicable fees deducted in accordance with clause 11 (Fees) you will need to fund your Account by depositing Digital Assets or Fiat Currency as set out further below in this clause 12. Additionally, any Digital Assets or Fiat Currency acquired through trades via the Trading System will also be credited to your Account. Digital Assets and Fiat Currency deposited to an Account, and Digital Assets and Fiat Currency credited to an Account are hereinafter referred to as “Customer Assets”.

12.2 As participant on the BGI Exchange we (BEU) conduct periodic reconciliations with other BGI market participants (which may be BEU affiliates or third parties) to account for trades made by us on the BGI Exchange and other market participants.

12.3 You are not allowed to deposit any Fiat Currencies or Digital Assets (i) which you have to your knowledge obtained from a national or resident of a Prohibited Jurisdiction or any person targeted by Sanctions Laws, or (ii) which are to your knowledge the direct or indirect proceeds of any criminal or fraudulent activity.

12.4 In respect of any Digital Assets or Fiat Currency you wish to deposit in your Account, you must only carry out a deposit if: (a) you are the sole legal and beneficial owner of the assets involved in any deposit; (b) you transfer the assets free and clear of  any Encumbrance, claim or interest of any other person; (c) none of the assets you deposit are derived from any unlawful sources, and (d) to the best of your knowledge, your deposit does not violate any Applicable Law.

12.5 Customer Assets are held by us in accordance with clause 12.10. You acknowledge and agree that BEU, as custodian, holds your Customer Assets and the respective Customer Assets of all or several other customers together but segregated from our or any of our affiliates’ own assets. No interest will accrue on your Customer Assets.

12.6 Customer Assets in the form of Fiat Currency are held, solely for trading purposes, in trust bank accounts (Treuhandkonten) in the name of BEU with banks licensed within the EEA. Your Customer Assets in the Form of Fiat Currencies are registered in our internal bookkeeping system for your respective Account.

12.7 Customer Assets in the form of Digital Assets may be held by us in “Hot” and “Cold Wallets” maintained and operated by sub-custodians and we may move such Digital Assets between the Hot and Cold Wallets as part of our capacity as custodian. For Hot and Cold Wallets, back-end infrastructure and related services may be provided by sub-custodians and third-party service providers. Your Customer Assets in the Form of Digital Assets are registered in our internal bookkeeping system for your respective Account.

12.8 For depositing Fiat Currency to your Account, the following applies:

12.8.1 You need to make a wire or bank transfer in an accepted Fiat Currency to the omnibus trust bank account as instructed via the Site or API. Deposits of accepted Fiat Currencies shall be recorded in your trading Account.

12.8.2 The list of accepted currencies to fund your Account and facilitate Digital Asset trades with are available on the relevant page of the Site. We may change this list from time to time.

12.8.3 Subject to the terms of these Terms and our obligations under Applicable Law, we will accept transfers made from a bank account in your own name established with a bank having its registered seat in the European Union or the European Economic Area. Our right to also accept transfers from accounts held at other banks remains unaffected.

12.8.4 You are solely responsible for ensuring the accuracy of the information included in your wire transfer or bank transfer. You understand and acknowledge that your bank or service providers involved may impose fees, and that we are not obliged for paying any such fees imposed.

12.8.5 We will credit your Account with Fiat Currency after and to the extent that cleared immediately-available funds are received on the respective omnibus trust bank account indicated in the payment instructions we will provide you with, provided the necessary customer due diligence (see clause 8) has been carried out to our satisfaction. You acknowledge and agree that we make no guarantee (Garantie) regarding the amount of time it will take to deposit Fiat Currency. Subject to clauses 26 and 29, we cannot be held liable for any delays in settlement times, or for deposits of Fiat Currency which fail to settle.  

12.8.6 You acknowledge and agree that you are responsible for (a) paying all fees charged by any of your bank or service provider; and (b) ensuring that any Fiat Currency deposits to your Account are handled in compliance with the requirements of any bank or service provider processing the deposit and with Applicable Law;  and (c) ensuring that there are no errors or omissions in any of the  transfer instructions you give in relation to a Fiat Currency deposit.  

12.9 For depositing Digital Assets to your Account, the following applies:

12.9.1 In order to facilitate Transactions involving Digital Assets, the Trading System offers an Account feature that allows you to transfer and receive accepted Digital Assets. Digital Asset deposits shall be made to the Wallet Address as instructed via the Site or API on the relevant blockchain network for the purpose of enabling you to make deposits to your Account.

12.9.2 The list of accepted Digital Assets to fund your Account and trade via the Trading System are available on the relevant page of the Site or through the API. The list may be amended from time to time.

12.9.3 You may only make deposits from a “Permitted Wallet”. A Permitted Wallet is a “Wallet” (a) operated by a respective service provider in your name; or (b) for which you can prove ownership/control. Before making a deposit of Digital Assets, you must provide us and/or our third-party service provider as indicated by us with the Permitted Wallet Address from which the transfer will be made and supporting documents at our request. We and/or our third-party service provider may carry out checks on your Permitted Wallet Address as required by Applicable Law, including checks to verify that it has not been associated with any unlawful or prohibited activities.

12.9.4 We will only credit your Account after we receive accepted Digital Assets (clause 12.9.2) from a Permitted Wallet in accordance with clause 12.9.3 by final settlement to the “Wallet Address” designated by us, after the required number of network confirmations, as specified in our Help Center article on Minimum and Maximum Deposits have occurred on the relevant blockchain.

12.9.5 You must not deposit Digital Assets other than accepted Digital Assets (clause 12.9.2), as we will not accept such transfer, and you may permanently lose such non-accepted Digital Assets and they may become irretrievable. You acknowledge and agree that we are under no obligation to try to retrieve deposited digital assets other than accepted Digital Assets.

12.9.6 You acknowledge and agree that you are solely responsible for conducting and executing the transfer of Digital Assets to our designated Wallet Address and for: (a) paying all processing costs, mining or validation fees set by the blockchain network you use to transfer Digital Assets, or any other applicable costs or expenses set for the transfer of Digital Assets by the applicable blockchain network in connection with the transfer of Digital Assets constituting your deposit; (b) ensuring that you send the correct Digital Asset to our designated Address; (c) meeting all requirements of the relevant blockchain network to ensure that the relevant blockchain network successfully processes, validates, and completes the transfer of your Digital Assets to our designated Address; and (d) ensuring that any deposits to your Account are handled in compliance with the requirements for processing the deposit and with Applicable Law.

12.9.7 You acknowledge and accept that we make no guarantee (Garantie) regarding the amount of time it will take to deposit Digital Assets to your Account. You are aware that, subject to clause 26, the transfer of your deposit may be delayed, rejected, or otherwise not processed.

12.10 You instruct and authorize us to hold your Customer Assets in our capacity as custodian until we receive further Instruction from you to transfer to you any withdrawable balance through your Account, subject to clause 12.11. You remain the beneficial owner of your Customer Assets, and you agree that you will not Encumber your Customer Assets.  We may place a hold on the corresponding amount of Customer Assets (including applicable fees) when an order is submitted by a competent authority or court requesting us to do so until the order expires, is canceled, or executed.

12.11 If you do not use Customer Assets in the form of Fiat Currency for trading activities for more than 30 days, you must withdraw the relevant amount. We are entitled but not obliged to transfer to you any amount that you are required to withdraw under this clause but have not withdrawn.

12.12 You understand and accept that (a) we shall determine how, where, and the manner in which the fiat currencies and Digital Assets are held and maintained in compliance with Applicable law; (b) there is a risk of loss arising from the use of Omnibus Accounts and back-end infrastructure and related services provided or maintained by sub-custodians and third-party service providers in the event of the insolvency, failure, default, breach, hacking, loss, business disruption, fraud, theft, error, negligence, or accident of or by a sub-custodian or third-party service provider contracted by us to maintain and operate an Omnibus Account, or to provide the back-end infrastructure that we use to hold your assets in an Omnibus Account. BEU as custodian and bare trustee on your behalf may only have an unsecured claim against the sub-custodian or third-party service provider in connection with the assets recorded in your Account. While we will use commercially reasonable efforts, as determined by us, to attempt on your behalf to recover the amounts due, there is no assurance such efforts will be successful, or that any recovery will be obtained promptly and in full. You agree that, subject to clause 29 and unless we have breached any of our obligations towards you, we are not liable for any losses you may suffer that are caused directly or indirectly by the holding of Assets with BEU, a sub custodian or third-party service provider or the use of infrastructure and related services provided us, a sub-custodian or third-party service provider. If you do not wish to accept this risk, you should not register an Account or use or access the Services.

12.13 You acknowledge and agree that you must not Encumber any fiat currencies or Digital Assets held in your Account. No interest shall accrue to you on assets recorded in your Account.

13. Trade

13.1 To trade Digital Assets with BEU, you may place buy or sell orders from your Account via the Trading System by using the order types available and displayed on the Site from time to time. Such order types may include, subject to amendments: limit orders whereby you elect to buy or sell a specified quantity of a Digital Asset at or better than a specified price, market orders whereby you elect to buy or sell a specified quantity of a Digital Asset at the best available price. The orders will only be executed pursuant to the parameters, including e.g. maximum quantity of Digital Assets, specified price or price range, that you have selected in your order type. You will be notified of receipt of an order via the Trading System.

13.2 You acknowledge and agree that any order, if executed (see clause 13.4), will be executed by BEU as legal counterparty to the trade. BEU places corresponding orders in its own name solely on the BGI Exchange, either on the account of BEU (back-to-back proprietary trading) or on your account (whereby BEU acts as principal broker in its own name but on your account). You acknowledge and agree that BEU will not make use of other exchanges to execute orders.

13.3 BEU does not transmit any orders to the BGI Exchange but always remains the legal counterparty to the trade, making corresponding trades on the BGI Exchange in its own name. BEU only executes and confirms an order if a corresponding order in the name of BEU can be executed via the BGI Exchange. As participant of the BGI Exchange, BEU must adhere to the BGI Exchange Rules which can be accessed at https://bullish.com/legal/exchange-rules/.

13.4 You acknowledge and agree that we may execute your order wholly or partially and that we do not guarantee (garantieren) the execution of any order, and that the execution of orders may, subject to clause 26, be delayed or unavailable as a result of a lack of liquidity on the BGI Exchange, network issues, outages, scheduled or unscheduled downtime, or any interruption to or unavailability of the Services (including due to suspension or termination in accordance with these Terms). You acknowledge and agree that we may in exceptional circumstances be required to reverse executed orders on the BGI Exchange where there have been technical errors which only have become apparent after the trade has been executed and in this case, we shall be entitled to also reverse the corresponding confirmed or confirmed and executed order with you.

13.5 When you initiate and place an order, your Account shall be updated to reflect the open order and the order will be executed by BEU subject to any specified limit price that may apply and subject to BEU executing a corresponding trade on the BGI Exchange. You understand and accept that any price data provided by BEU mirrors the prices available on the BGI Exchange.

13.6 You acknowledge and agree that orders will be binding on you with effect from the moment they are submitted to and received by us through the Trading System. If you wish to cancel an order, you may submit a cancellation request through the Trading System. Please note that we are not obligated to cancel orders after your order has become binding.

13.7 If you have an insufficient amount of Fiat Currencies and/or Digital Assets in your Account to satisfy an order and the applicable fee, BEU may reject the order or may partially settle the order based on the Fiat Currencies and/or Digital Assets available for trading in your Account after deducting any applicable fees.

13.8 If your order will be executed wholly or partially, the order will be executed and the trade settled without further prior Notice to you. Upon execution and settlement of a trade, your Account will be updated to reflect that the order has been settled or updated to reflect any partial fulfillment of the order. Orders will remain active until the earlier of: (a) the order being matched in full; or (b) the order being canceled; or (c) such time as is specified by the order type.

13.9 By placing an order, you acknowledge and agree that the order execution and settlement of the trade is irreversible and may not be canceled, except as described in clause 13.10.

13.10 In the event we discover an error or malfunction impacts or is impacted by any Transaction performed through your Account, we reserve the right to correct such error or malfunction, debit or credit your Account accordingly and/or cancel or modify any relevant or related Transaction. To the extent you have insufficient Fiat Currency or Digital Assets to rectify the error or malfunction, you are required to promptly remit to us any shortfall in Fiat Currency or Digital Assets. BEU shall be entitled to cancel or modify orders submitted in error or if we reasonably believe we are required to or it would be advisable due to: (a) Applicable Law; or (b) an order or request from any competent regulatory, governmental, tax or law enforcement authority.

14. Withdrawals from your Account

14.1 You may withdraw Fiat Currencies or Digital Assets from your Account, provided that: (a) there is a sufficient amount of Fiat Currency or Digital Assets recorded in your Account to process a withdrawal in the amount stated in your instruction requesting a withdrawal; and (b) your Account is not suspended (whether wholly or partly) nor is there any dispute or claim  existing with regards to the ownership of assets in your Account; and (c) we are not obliged under Applicable Law, including anti-money laundering regulation, to withhold Fiat Currencies or Digital Assets, either permanently or until you or us having met certain obligations under the German Money Laundering Act (Geldwäschegesetz). In case there is not a sufficient amount of Fiat Currency or Digital Assets recorded in your Account to process a withdrawal in the amount stated in your instruction requesting a withdrawal, we will reject such withdrawal request and notify you.

14.2 From time to time, BEU may impose limits on the amount of Fiat Currencies or Digital Assets that you are able to withdraw from your Account. Such restrictions or limitations will be of a general nature and not be customer specific. Customer specific restrictions of limitations will only be imposed if required by Applicable Law or if the right to impose such restrictions or limitations is explicitly set out in these Terms.

14.3 You may only make a Fiat Currency withdrawal to a bank account registered in your name. We reserve the right to reject and refuse any Fiat Currency withdrawal to a bank account registered in the name of a third party.

14.4 You may only make a Digital Asset withdrawal to a Permitted Wallet (a) operated by a respective service provider in your name or as an omnibus wallet on your behalf; or (b) for which you can prove ownership/control. You must provide us and/or our third-party service provider as indicated by us with the Permitted Wallet Address to which the transfer shall be made and supporting documents at our request. We and/or our third-party service provider may carry out checks on your Permitted Wallet Address as required by Applicable Law, including checks to verify that it has not been associated with any unlawful or prohibited activities.

14.5 If in any request of withdrawal you provide us with a Wallet Address that does not support the Digital Asset you are withdrawing, you acknowledge and accept that this may result in a permanent loss of Digital Assets which are the subject of the withdrawal request, and, subject to clause 29, we are not liable to you for any losses or damages which you suffer due to such circumstances unless such loss is caused by a violation of our obligations towards you.

14.6 You are solely responsible for ensuring the accuracy of the information included in any Instruction requesting a withdrawal relating to Customer Assets. You acknowledge and accept that blockchain technology makes it impossible  to reverse any withdrawals after they have been processed and, subject to clause 29, we will not be liable to you for any loss of assets resulting from you having instructed us to send: (a) Fiat Currency to a bank account, the details of which have been inaccurately provided by you; or (b) Digital Assets to a Digital Asset Wallet Address that you have provided in a way that is incorrect, improperly formatted or erroneous in any way.

14.7 You will be responsible for: (a) paying all fees charged in connection with your withdrawal by any bank or service provider; (b) paying any fees charged us by third parties for withdrawals instructed by you; (c) paying all fees charged by us for transaction processing costs (such as miner or validation fees of the respective blockchain network) associated with the transfer of Digital Assets on the applicable blockchain network pursuant to a Digital Asset withdrawal; and (d) ensuring that any withdrawal is handled in compliance with the requirements of any bank or service provider processing the withdrawal (unless the bank or service provider acts on our behalf) and with Applicable Law.

14.8 You understand and accept that transaction processing fees are designed to adequately reflect the costs set by third parties, which may change due to factors outside of our control, such as miner or validation fees.

14.9 You authorize us to deduct any applicable fees (see clause 11) from the amount that you have requested to withdraw, which will result in you receiving such amount of Fiat Currency or Digital Assets specified in the withdrawal request, less the applicable fees.

14.10 BEU is entitled to reject or refuse a withdrawal request if we have reason to believe – based on objective circumstances – that you have failed to comply with any of the material requirements set out in these Terms. Withdrawals may be delayed or unavailable from time to time: (a) due to technical issues (including blockchain network congestion, outages, bugs or any other errors or malfunctions in  processing your transfer on any applicable block chain network) which  are outside of our control; (b) where we are prevented  from completing a withdrawal based on Applicable Law, pursuant to an order or request from any regulatory, governmental or law enforcement authority (including where such authorities request or require us to remit to such authorities Fiat Currencies or Digital Assets held in your Account); or (c) due to investigations of any fraud or unlawful activity relating to your Account. We make no guarantee regarding the amount of time it will take to complete a withdrawal of Fiat Currencies or Digital Assets from your Account.

14.11 Subject to clause 26, withdrawals may be delayed or unavailable from time to time as a result of any suspension, termination, interruption to or unavailability of some or all of the Services in accordance with these Terms.

15. Methods of Communication and Authentication  

Please refer to the “Login” and “Overview” sections of the Help Center for details about the authentication required to access your Account and how we will communicate with you.

16. Prohibited use of the Services

16.1 You must not: (a) commit any act or omission that would or may cause you to violate Applicable Law; (b) commit any act or omission that would or may cause us to violate Applicable Law; (c) commit any act or omission that would cause us to violate the BGI Exchange Rules which can be accessed at https://bullish.com/legal/exchange-rules/; (d) access and/or use the Services in a manner that would be contrary to any law applicable to you, us or the Services; (e) culpably access and/or use the Services in a way that is contrary to these Terms, or in a manner intended to or that should be understood would be likely to interfere, disrupt, negatively impact or inhibit other customers from accessing and/or using the Services, or that could damage, negatively impact, overburden, or place an unreasonably or disproportionately large load on our infrastructure, systems, or the Services, or inhibit the availability, operation and/or functioning of the Services in any manner; (f) gain access to or use or attempt to gain access to or use another customer’s Account or information, or permit any person other than you or Authorized Users to access your Account; (g) register an Account or use the Services if you do not meet the requirements under clause 6; (h) attempt to circumvent any features, functionality or security measures that we employ in or are otherwise related to the Services, including by using technologies which obscure your internet protocol address like virtual private networks that prevent us determining the place from which you are accessing and using the Services; (i) gain unauthorized access to the Services or to any server, computer, network or database (including the underlying blockchain and smart contract technologies) on which the Services are stored or rely on to operate, or detrimentally interfere with, intercept, or expropriate any system, data, or information that we use; (j) introduce any Viruses, Vulnerabilities or other malicious, harmful or destructive content to the Services or to another customer’s Account; (k) introduce smart contracts, programs, executable code or other changes into the Services or to any of the technology systems supporting the availability, operation and functioning of the Services; (l) use any robot, spider, crawler, scraper, or other automated means or interface not provided by us to access and use the Services or to extract data; (m) develop any third-party application that interacts with the Services without our prior written consent; (n) provide false, inaccurate, or misleading information or documentation; (o) post content or communications that are libelous, defamatory, profane, obscene, pornographic, sexually explicit, indecent, lewd, vulgar, suggestive, harassing, hateful, threatening, offensive, discriminatory, bigoted, abusive, inflammatory, fraudulent, deceptive or otherwise objectionable; (p) send automated or machine-generated queries or other content with the exception of an approved API connection to the Trading System; (q) copy, distribute, modify or create derivative works of the Services or any content published on the Services; (r) publicly identify any security concerns relating to the Services (unless expressly permitted by us pursuant to any bug bounty or similar programs established by us from time to time) and you must immediately notify us if you suspect any security weaknesses or Vulnerabilities; (s) collect, harvest or otherwise use or obtain personal information of other customers without their consent; (t) use the Services to pay for, engage in, support or otherwise facilitate, fraud, money-laundering, terrorist activities, or any other illegal or criminal activities; or (u) attempt to do any of the foregoing or encourage or induce anyone else to engage in any prohibited uses of the Services as described in this clause.

16.2 You must not , whether directly or indirectly, engage in any activity that is designed or might reasonably be expected to cause or result in a destabilization or manipulation of the market price or trading volumes relating to a Digital Asset or in any other way undermine the fair and orderly functioning of the BGI Exchange where BEU places orders corresponding to your orders, see clause 13 (Trade), or cause BEU to violate the BGI Exchange Rules. Prohibited behavior in that sense includes but is not limited to:

16.2.1 attempting to sell and repurchase the same type of Digital Asset in quick succession for the account of one and the same beneficial owner or in collusion with other beneficial owners without a supporting economic and/or rational basis like market making;

16.2.2 attempting to pre-arrange the entry of equal and opposite buy and sell orders in the same Digital Asset subsequent to prior mutual agreement with other persons with the intent to distort liquidity or market prices;

16.2.3 attempting to affect liquidity and price distortion by deliberately creating an overhang of buy or sell orders;

16.2.4 attempting to assume large positions with the intent to constrict the market; or

16.2.5 attempting to place large size orders with the intention of immediately canceling the orders.

16.3 If at any time, BEU becomes aware or has reasons to suspect based on objective circumstances that you have engaged or are attempting to engage in any abusive trading techniques, BEU may: (a) refuse to act upon or to cancel any Instruction(s) submitted by you or any person we suspect based on objective circumstances may be colluding with you; (b) to suspend or terminate your Account; (c) carry out an investigation into the relevant activity; and/or (d) notify relevant third parties, including any regulatory, governmental or law  enforcement authority.

17. Termination or Suspension

17.1 You may immediately terminate without cause (i) your use of certain Services we provide you with or (ii) your Account and close your Account in “Text Form” pursuant to Section 126b BGB. You understand and acknowledge that, to the extent applicable to you, the termination of your use of certain Services may also be subject to the applicable Additional Terms. You acknowledge and agree that in any case of a termination and Account closure, we are entitled to close open orders, trades and positions and deduct applicable fees or other amounts you owe to us under these Terms prior to returning the remaining balance of Customer Assets to you. When doing so, we will always consider your interests by only retaining a necessary amount of Customer Assets and never retaining Customer Assets for a disproportionate amount of time.

17.2 BEU may terminate your Account or the provision of one or more particular Services in Text Form with 21 days’ prior notice.

17.3 Notwithstanding clause 17.2, BEU shall be entitled to immediately terminate your Account for good cause (aus wichtigem Grund). Good cause shall be deemed to include, but is not limited to, the following: (a) you have violated any material clause of these Terms, including where any of your representations or warranties under these Terms were incorrect or untrue when made, or are, or have become, incorrect or untrue; (b) you have provided incorrect, incomplete or misleading information to us, including in connection with any customer due diligence that we carry out from time to time; (c) clause 17.4 applies; (d) you no longer meet the eligibility criteria pursuant to clause 6.1 and 6.2 (Eligibility), (e) we receive a request or order from a regulatory, governmental, tax or law enforcement authority requesting us to do so (f) we determine that your location, nationality or residency (or a Corporate Body’s Authorized Users, directors, controllers, officers, or ultimate beneficial owners) is the United States or a Prohibited Jurisdiction or you are otherwise not eligible for the  Services; (g) your continued access and/or use of, the Services violates, Applicable Law; (h) such action is necessary or advisable to protect you, us, or other customers; (i) there is unauthorized activity in relation to your Account which cannot be resolved with other commercially reasonable measures or (j) such suspension or termination is provided for under the Additional Terms, in which case, the notice period (if any) shall be specified by such Additional Terms. Notwithstanding clause 17.1, if we receive notice or have reason to suspect that any Fiat Currencies and/or Digital Assets held in your Account are Encumbered, the subject of an ownership dispute with another person,  stolen or otherwise not lawfully possessed by you or directly or indirectly linked to an illegitimate source we may, but are under no obligation to, terminate your Account in accordance with clause 17.3, and/or place a hold on the Fiat Currencies and/or Digital Assets.

17.4 If we have the right to terminate your Account and/or one or more particular Services, we are entitled to alternatively suspend your Account or the respective Services. We are also entitled to suspend your Account or one or more particular Services if and to the extent (i) we are required or entitled to do so by Applicable Law or by an order from a regulatory, governmental, tax or law enforcement authority, or (ii) if a suspension is required to protect the Trading System or our customers’ interest due to circumstances for which we are not responsible, for example the occurrence of Forks. For the consequences of a termination or suspension, see clause 18.

17.5 If we suspend your Account, and as long as the suspension is not lifted, you may terminate the Account without notice.  Prior to such termination, we may continue the suspension until the matter is resolved and evidence of the resolution has been provided to us. You acknowledge and agree that BEU will not involve itself in any such matters or the resolution of such matters, and you have the sole responsibility of resolving such matters and providing evidence of such resolution. You acknowledge and agree that in case of a termination and Account closure, we are entitled to close open orders, trades and positions and deduct applicable fees prior to returning the remaining balance of Customer Assets to you.

17.6 You acknowledge and agree that, in respect of any of our Services, we may at any time suspend any such Services at any time and for any length of time, in whole or in part, including in relation to any particular Asset or category of customers if such Services violate Applicable Law, cause or may likely cause harm to customers or if such suspension is necessary to protect the integrity and orderly operations of the BGI Exchange as well as in comparable extraordinary circumstances. The scope and time of any suspension will be limited to the extent necessary. We will give you prior notice except in circumstances where we are unable to do so.

18. Consequences of Suspension or Termination

18.1 You acknowledge and agree that, if your agreement with us is terminated or your Account is suspended, any orders that you have placed but which are not executed (whether wholly or partially) may be immediately canceled.

18.2 Upon the effectiveness of a termination, any outstanding fees and all other indebtedness and other sums you owe in connection with your Account will become immediately due and payable. In the event of the termination of the provision of any Service, any outstanding fees and all other indebtedness and other sums you owe in respect of that Service will become immediately due and payable.

18.3 On suspension of your Account, or on the suspension of any Service, and as long as the suspension continues, you will be unable to access your Account or the Service that has been suspended. You acknowledge and accept that your obligations under these Terms shall continue in force during the period of such suspension until a termination pursuant to clause 17.5 becomes effective. Following the end of such suspension, upon the restoration of your Account or the resumption of the relevant Service, you understand and accept that market conditions and prices may differ significantly from the market conditions and prices prior to such suspension. You agree that we are not liable to you for any loss or damage to you as a result of a justified suspension of your Account or any Service in accordance with these Terms, or for any consequences resulting therefrom.

18.4 Subject to clause 18.5 and following the settlement of any outstanding fees and other indebtedness incurred hereunder any remaining Fiat Currencies or Digital Assets held in your Account may be withdrawn in accordance with the procedure described in clause 14. If your Account has remained dormant for a period of 6 years from the date of our receipt of your last Instruction, you authorize us to dispose of any Fiat Currencies or Digital Assets therein in accordance with our internal policies and procedures. Thirty (30) days prior to the end of the period, you will be informed by us in text form pursuant to section 126b BGB about the consequences that an elapse of the period has, and you have the right to terminate your Account with a notice period of ten (10) days.

18.5 On termination of your Account, your agreement with us pursuant to these Terms shall terminate and you shall no longer be entitled to access and/or use the Services unless your ability to access or use the Services is required to enable you to exercise your contractual rights. We are entitled (i) to transfer any Digital Assets to a Wallet Address you have provided us with and (ii) to transfer any Fiat Currency to a bank account owned by you. In case you provide us with a Wallet Address we may ask for proof that you hold the respective “Private Key” or that the Wallet Address is operated by a crypto custodian you have engaged to hold digital assets in custody for you. Any clauses set out in these Terms which are intended to survive termination shall remain in full force and effect. You acknowledge and agree that in case of a termination and Account closure, we are entitled to close open orders trades and positions and deduct applicable fees prior to returning the remaining balance of Customer Assets to you.

19. Confidentiality

19.1 You shall keep “Confidential Information” confidential and you shall: (a) not use Confidential Information for a purpose other than it is required for the performance of your obligations or the exercise of your rights under these Terms or to comply with Applicable Law; (b) not disclose Confidential Information in whole or in part to any third party, except as permitted by clause 19.2; and (c) use best endeavors to prevent Confidential Information from being disclosed or used by a third party.

19.2 Subject to clause 19.3, you may disclose Confidential Information: (a) with our prior written consent; (b) as required by Applicable Law or pursuant to an order made by any governmental, regulatory or law enforcement authority; (c) to your auditors and advisors if they are subject to legal secrecy obligations; (d) in a court case against us; (e) if you are a Corporate Body, additionally to any of your directors, officers and employees (each a “Recipient“) to the extent that disclosure is necessary for the purposes of exercising your rights or performing your obligations under these Terms. You shall ensure that the Recipient at all times complies with the confidentiality provisions contained in this clause 19.

19.3 To the extent you are legally permitted to do so, you shall give us as much advance notice as possible of any disclosure of Confidential Information made or to be made pursuant to clause 19.2(b) above and, where notice of disclosure is not prohibited by Applicable Law and is given in accordance with this clause 19.3, you must take into account our reasonable requests in relation to the content of such disclosure.

19.4 Clauses 19.1 and 19.2 do not apply to Confidential Information which: (a) is publicly known on the date that you accept these Terms, or at any time thereafter (other than as a result of a breach by you or a Recipient of this clause 19); (b) can be shown by you to our satisfaction to have been known by you before our disclosure to you; (c) was or is discovered or created independently by you without the use of information provided by us; or (d) is lawfully provided to you by a third party who is under no obligation of confidentiality to us.

19.5 In the event that you become aware of any unauthorized disclosure or use of any Confidential Information contrary to this clause 19, you shall immediately notify us and provide all assistance and cooperation as we may reasonably require or request to remedy such breach.

20. Data Protection and Privacy

In connection with the Account registration process and your continued access and use of the Services, we may collect certain personal  information from you and/or, if you are a Corporate Body, your and your affiliates’ employees, contractors and end-customers. Please read our Privacy Notice and Cookie Notice as they describe how we collect, process, use and share such personal information (including, for clarity, that which we collect during customer due diligence).

21. Intellectual Property

21.1 Except for any “User Content” provided by you (excluding Feedback and market and other data based on or derived from the activity by you and/or us on the Trading System or arising out of in connection with your use of the Services), all “IP Rights” in or arising out of or in connection with the Services are owned by us, our affiliates or group companies and/or our licensors.

21.2 We grant you a limited, non-exclusive, non-sublicensable, non-transferable, royalty-free license to access and use the Services for lawful purposes in accordance with these Terms, however you may not use or reproduce our trade or service marks without our prior written consent.

21.3 You may not sell, re-sell, transfer, distribute, copy, share, reverse engineer, unless explicitly allowed by the German Trade Secrets Act (GeschGehG) or copyright law, modify or create derivative works of our IP Rights in any way or by any means. You may not use any name, mark, logo or domain name that is in any way in conflict with our marks, logos and domain names.

21.4 The license granted under this clause 21 shall automatically cease and be revoked if your Account or use of the Services is suspended or terminated. If and while your Account or any Service is suspended the license granted under this clause shall be suspended to the same extent.

21.5 You acknowledge and agree that we may sell, re-sell, transfer, distribute, copy, share, modify or create derivative works of our IP Rights in any way or by any means.

22. Feedback

You may submit feedback in the form of questions, comments, suggestions, ideas, original or creative materials or other information about us or the Services (“Feedback”) and if you do so, you acknowledge and accept that such Feedback is provided of your own accord and not based on any request or solicitation from us. We reserve the right to use Feedback for any purpose, at any time and without compensation to you. Do not send us Feedback if you expect to be paid or want to continue to own or claim any rights to your Feedback. If you decide to send us Feedback, you acknowledge and accept that we make no assurances your Feedback will be treated as confidential or proprietary.

23. Third-Party Resources

23.1 For your convenience, we may display, make available or enable your use of third-party resources, including content, market data, advertisements, links, promotions, logos, other materials, software, APIs, services or technologies, (collectively, “Third-Party Resources”) in connection with your access to and/or use of the Services. We do not approve of, control, endorse or sponsor any third parties or their Third-Party Resources and make no representations or warranties of any kind regarding such Third-Party Resources. You agree to carefully review such Third-Party Resources prior to placing any reliance on them.

23.2 We are not responsible for any Third-Party Resources that may be linked via your access to and/or use of the Services nor can it be assumed that we have reviewed or approved such Third-Party Resources or their content, nor do we warrant that the links to any sites work or are up to date. You click any links and visit any websites at your own risk.

23.3 Our Services may enable, contain or require the use of Third-Party Resources, which may be licensed or made available to you for use under separate agreements with third parties. You are responsible for complying and/or non-compliance with any terms and conditions of such Third-Party Resources which have been made available to you and to the use of which you have agreed.

24. Open Source Software

We or our affiliates may make (but are not required to make) all or parts of the source code for the software we develop in relation to the Services available as open source software. If you access or use this software, you will be bound by and must comply with any license terms that apply to such open source software. You will not indicate that you are associated with us in connection with your use, modifications or distributions of this open source software.

25. Systems

25.1 The Services are run and operate using technology systems (hardware, software, and databases) selected and maintained by us or our subcontractors and third-party providers.

25.2 We may change these technology systems from time to time, including by updating or upgrading them, replacing them with other systems, removing systems, adding new systems and changing the location at which any of these systems are located or hosted. We may also appoint sub-contractors and other third-party providers to perform functions in relation to the operation and provision of the Services.

25.3 You are responsible for making all arrangements necessary for you to have access to the Services, including the technology and devices necessary to access and use the Services and for adopting appropriate cybersecurity measures. We may change the web or mobile Trading System interface and approved API connection of the Trading System from time to time.

25.4 Where you download and install the mobile application made available by us to access and use the Services through the mobile Trading System interface, you may be required to accept Additional Terms applicable to the use of that application. Your ability to continue accessing the Services via such an application will be subject to us continuing to make that application available and you complying with all of the terms governing your use of that application.

26. Service Availability and Performance

26.1 Please refer to our Help Center for expected availability of our Services. Service availability may be impacted by planned and unplanned maintenance. When possible we shall inform you in advance of such maintenance periods.

26.2 The Trading System may experience unexpected downtimes based on an event for which we are not responsible (e.g. disturbances due to third parties that are not our vicarious agents (Erfüllungsgehilfen), instances of force majeure). We shall use commercially reasonable efforts to keep such downtimes as short as practicable.

26.3 When facilitating any Transactions initiated by you through the Trading System, we warrant to use commercially reasonable efforts to execute and settle such Transactions within the scope of our influence. The non-exhaustive list of factors outside the scope of our influence includes the following:

26.3.1 technical issues, delays or failures on the part of third-party payment service provider or banks used by you;

26.3.2 network congestion, outages, bugs, or other errors or malfunctions in processing your transfer on the applicable blockchain network; and

26.3.3 any failures on your part, such as failing to comply with the relevant provisions on Transactions in these Terms.

Without limiting any of the foregoing provisions of these Terms, we make no warranty or representation that: (a) the Services will meet your requirements; or (b) any Digital Assets transferred to you in connection with a withdrawal are free of any Encumbrance and not the subject of a dispute or claim, unless we are the beneficiary of such an Encumbrance or claim. We make no warranty that the Services will be uninterrupted or error-free.

27. Forks of Blockchain Protocol for Digital Assets

27.1 We do not own, control or operate any underlying software protocols that govern the operation of Digital Assets. We make no warranty or guarantee regarding their functionality, security, or availability. The underlying software protocols may be subject to “Forks”, which could materially affect the value, function, and/or even the name of the Digital Assets in your Account. You understand and accept that we have no control over the occurrence of Forks and cannot prevent or influence Forks and, subject to clause 29, are not liable for the consequences of any adverse changes in value, functioning, or other features affecting the Digital Assets in your Account (or to their underlying blockchain protocols or networks) that are caused by a Fork, and, subject to clause 29, we are not liable for any loss resulting therefrom.

27.2 Subject to clause 27.4, we will use reasonable (zumutbare) endeavors to notify you of any upcoming Forks of which we are aware that may affect Digital Assets on the Trading System, together with details about the ongoing support (if any) that we intend to offer for the respective branches of the underlying software protocol and associated Digital Assets that emerge from such Fork. We reserve the right to decide whether or not to: (a) support or cease supporting any Fork, including determining which branch of such Fork, if any, to support (or cease supporting); (b) credit your Account with any Digital Assets or other entitlements resulting from a Fork unless we are obliged to do so under Applicable Law; (c) to the extent permitted by Applicable Law, take any action that BEU deems appropriate, including determining who should have ownership or receive newly created Digital Assets and/or benefits (if any); and (d) to the extent permitted by Applicable Law, apportion any loss, should such Fork result in a loss of ownership or control of Digital Assets.

27.3 You acknowledge and agree that we have no obligation to support any Fork (or any particular branch of any Fork, if applicable), and that we are not obligated to credit your account with any Digital Assets or other entitlements resulting from any Fork. If we decide to support a Fork, we reserve the right to charge additional fees for such service in an amount to be determined by us. If we do not support a Fork, we may claim such Fork and any digital asset and/or benefits in relation to it, for our own benefit, if not prohibited by Applicable Law. Subject to Applicable Laws and without prejudice to our obligations in relation to your assets, any Digital Asset and/or benefits in relation to a Fork do not create or represent any relationship between us and the sender and/or the related Digital Asset network, and we are not subject to any obligations whatsoever as they relate to the sender and/or the related Digital Asset network.

27.4 In the event of a Fork, we shall, notwithstanding the foregoing provisions of this clause 27, be entitled to temporarily suspend the Services (in whole or in part), including the availability of the Trading System (with or without advance Notice) if required in order to protect the Trading System or customer’s interest. We may decide whether or not to support (or cease supporting) any Fork and/or the Digital Assets resulting therefrom. You acknowledge and agree that we assume no obligation whatsoever with respect to any Fork or any Digital Assets resulting therefrom.

28. Release

Except as required by Applicable Law, we are not responsible and will not become involved in any disputes between customers of the Services. If you have a dispute with any other customer, you release us, our affiliates and our third-party service providers, as well as each of our and their respective officers, directors, agents, joint venturers, employees and representatives, from any and all claims, demands and damages (actual or threatened) of every kind and nature arising out of or in any way connected with such dispute.

29. Limitation of Liability

29.1 We are fully and unlimitedly liable for any damage resulting from

• injury to life, body or health which is caused at least negligently by BEU, its legal representatives or vicarious agents;
• willful intent or gross negligence by BEU, its legal representatives or vicarious agents;
• a breach of an assumed warranty (vertraglich zugesicherte Garantie) or statutory provision of the Product Liability Act (Produkthaftungsgesetz).

29.2 With regard to any damage resulting from simple negligence of BEU, we will only be liable if we are in breach of such contractual obligations, the fulfillment of which allows for the due performance of our agreement with you, the breach of which would endanger the purpose of this our agreement with you and the compliance with which you may constantly trust in (so-called “cardinal obligations” (Kardinalpflichten)). In such cases, our liability will be limited to typical and foreseeable damages.

29.3 In all other cases, we shall not be liable for simple negligence but only for gross negligence or intent.

29.4 We shall not be liable pursuant to the strict liability (verschuldensunabhängige Haftung) in Section 536a (1) BGB.

29.5 Regarding the provision of Special Services we shall only be liable in the cases described in clause 29.1. For the avoidance of doubt, liability in cases of simple negligence shall be excluded.

29.6 None of the provisions in these Terms shall constitute (i) an exclusion or limitation of our liability further than as laid out in this clause 29 and (ii) an exclusion or limitation of our liability for third parties according to Section 278 BGB.

30. Taxes, Garnishments and Regulatory Standing

30.1 We do not make any representation, warranty or otherwise whether any trading activity you carry out in relation to Assets on the Trading System or otherwise related to the Services will be subject to any taxation of whatever nature by any authority anywhere in the world. You must obtain independent advice with respect to all tax and other implications concerning Assets (including the purchase, sale or storage of Assets) and you are solely responsible for your own tax affairs.

30.2 Under no circumstances shall we or any of our affiliates be liable to you or any other person whatsoever, for any tax arising from your purchase, sale or storage of Digital Assets on the Trading System or otherwise related to the Services, or to provide any assistance to you or other persons with respect to the preparation or filing of any statutory or other forms or submissions to any tax or other authority.

30.3 We do not make any representation or warranty of whatever nature regarding any requirement for you to register or obtain any kind of license or other consent from any governmental, regulatory or tax authority anywhere in the world in connection with your use of the Services or the use of your Account. You must obtain independent advice with respect to your regulatory standing and you are solely responsible for your own compliance with any regulatory rules that may apply to you.

30.4 We reserve the right to respond to any legal documents served in relation to the Exchange or to your or your users regarding garnishments or “Tax Levies”.

31. No relationship or third-party beneficiaries

These Terms do not create any agency, partnership, employment relationship between you and BEU. These Terms do not confer any third-party beneficiary rights.

32. Notices

32.1 You agree and consent to receive all communications, agreements, documents, receipts, notifications, Notices, and disclosures (collectively, “Notices”) that we provide in connection with these Terms, your Account or any of the Services in electronic form. You agree that BEU may provide these Notices to you by emailing them to you at the email address you provide in connection with registering your Account, sending them using a notification, application or other messaging service to your Account, and/or by sending an SMS or text message to a mobile phone number that you provide in connection with your Account. You understand and agree that you are solely responsible for regularly checking your Account, the email address that you have provided to us, and any mobile phone number that you have provided to us for any Notices from us. You must notify us immediately whenever the email address or mobile phone number changes. To the extent that we are unable to contact you using the contact information you provide to us in connection with your Account, we are under no duty to take affirmative action to find valid contact information for you.

32.2 If these Terms or the Policies require or permit you to notify or give notice to us, you must do so using the following email address: support@bullish.com.

33. Variation to these Terms

We may amend these Terms and/or the Policies from time to time due to changes to the Services, our technology, regulation and/or for any other reason. If we do, we will give you advance notice of such amendments in a transparent manner and ask you to expressly agree to the proposed amendments within 2 months after reception of the notice. The amendments only become effective if and to the extent you expressly agree to the amendments. If you do not agree to all amendments, we may terminate the User Agreement in accordance with clause 17.2.

34. Assignment and transfer

34.1 These Terms are personal to you and you may not assign, or otherwise transfer them or any of your rights under these Terms to any other person without our prior written consent. Any attempted or actual assignment, novation or declaration by you in whole or in part, without our prior consent, will be null and void. Section 354a HGB shall remain unaffected hereby.

34.2 We may assign or transfer any of our rights or obligations under these Terms and any of our IP Rights, including an assignment or transfer to any of our affiliates, transferees or successors. You also agree that we may at any time, to the extent not prohibited by Applicable Law, assign or transfer the provision of the Services or any part thereof, including any or all market data and other data and User Content.  

34.3 If we exercise our rights under clause 34.2 to transfer our rights or obligations under these Terms to any one of our affiliates, transferees and successors, we will notify you and you may terminate your Account.  

35. Set off

35.1 We may at any time, without notice to you, set off any liability to you against any liability you may have to us. We may exercise our set-off rights under this clause 35 against any Fiat Currencies and/or Digital Assets available in your Account.

35.2 You are not entitled to set off any liability to us against any liability we may have to you, unless our liability is uncontested or has been determined by court decision as legally established.

36. Miscellaneous

36.1 We are permitted to perform any of our obligations under these Terms or other Policies through subcontractors, third-party service providers, sub-custodians, agents, and our affiliates, and any of the foregoing may provide services to us that we use in connection with the provision of Services to you, and we may change them from time to time in our discretion without notice to you.

36.2 If any provision of these Terms is found to be illegal, void or unenforceable (in whole or in part), and provided that such provision is severable from these Terms without affecting the validity or enforceability of any remaining part of that provision, or any other provision of these Terms, then all other provisions of these Terms shall remain in full force and effect.

36.3 The failure by us to exercise or enforce or delay in exercising or enforcing any right or remedy provided under these Terms or by law does not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy.

36.4 These Terms (and, if you are a Corporate Body, any applicable BEU Institutional Client Agreement), constitute the agreement between you and BEU in relation to its subject matter and replace and extinguish any and all prior agreements, draft agreements, arrangements, warranties, statements, assurances, representations and undertakings of any nature, whether oral or written, public or private, in relation to that subject matter (including, but not limited to, any prior versions of these Terms).

36.5 You acknowledge that by accepting these Terms, you have not relied on any oral or written statements, warranties, assurances, representations or undertakings which were or may have been made by or on behalf of us in relation to the subject matter of these Terms at any time before your acceptance of them (“Pre-Contractual Statements”). You waive, to the fullest extent permissible under Applicable Law, any and all rights and remedies which might otherwise be available in relation to such Pre-Contractual Statements.

36.6 Except as otherwise expressly set forth in these Terms, a person who is not a party to these Terms has no right to enforce any provision of these Terms.

36.7 We are part of a global group that engages in a range of businesses. You accept and agree that our group entities and related parties (each referred to as our “affiliate” in these Terms), are Exchange operators and Exchange participants, may trade their own assets on the Trading System or elsewhere and may participate in other Services and transactions on the Trading System or that relate to activity on the Trading System to their own benefit. We and our affiliates own and have other interests in Fiat Currencies and Digital Assets, including those supported on the Trading System. We and our affiliates may receive interest, rewards, rebates, incentives or similar benefits in respect of the Fiat Currencies and Digital Assets that you hold on the Trading System. We and our affiliates may own or have other interests (which may include short interest) in or derivative of Fiat Currencies and Digital Assets or Contracts including those supported on the Trading System. In addition, we and our affiliates may enter into commercial arrangements with Digital Asset issuers, sponsors and/or other third parties for our own direct or indirect benefit.  The scope of any such arrangement may include, for example, listing a Digital Asset, ensuring liquidity in a particular Digital Asset market, or providing other services in relation to a Digital Asset. We and our affiliates may also make investments in issuers of supported Digital Assets; companies that develop the protocols or technologies on which supported Digital Assets may rely; or companies that are active in ecosystems that may benefit from the trading of particular supported Digital Assets. Our group has policies in place to identify and manage conflicts of interest. These policies require segregation of responsibilities and information where necessary to protect our customers’ interests.

36.8 These Terms may be entered into by signing electronically (in whatever form), including click-through or by using a secure digital signature protocol, service or process, and are deemed as valid and effectual as if they had been signed physically in manuscript.

36.9 Unless you are a consumer in terms of section 13 BGB, you agree that section 312i (1) No. 1-3 BGB shall not be applicable with regards to (i) the conclusion of these Terms and (ii) any Transactions you make in accordance with these Terms.

37. Disputes, Governing Law, Jurisdiction and Arbitration

37.1 These Terms, including any dispute as to the existence, validity, interpretation, performance, breach or termination or the consequences of nullity of these Terms and any dispute relating to any non-contractual obligations arising out of or in connection with these Terms are governed by and construed in accordance with German law, without regard to conflict of law provisions. This choice of law shall not apply insofar as mandatory consumer protection provisions of the EU member state whose law would be applicable in the absence of a choice of law, offer you (insofar as the you are a consumer) a scope of protection exceeding the consumer protection provisions of the Federal Republic of Germany.

37.2 Unless you are a consumer in terms of section 13 BGB, you agree that any dispute, claim, action, suit, or proceeding  relating to, arising out of or in connection with these Terms, their subject matter, or your acceptance of the Terms and whether you are bound by the Terms and including any question regarding its existence, validity or termination is to be referred to and finally settled by arbitration in accordance with the Rules of Arbitration of the International Chamber of Commerce (ICC) by one or more arbitrators appointed in accordance with said Rules. The seat, or legal place of arbitration, shall be Frankfurt am Main. The language of the arbitration shall be English. The “Applicable Law” in the matter shall be German law.

Appendix – Definitions and Interpretation

(A) Definitions

Account: the account through which you can initiate Transactions and where the amount of Digital Assets and Fiat Currency belonging to you (corresponding to your deposits or withdrawals of Digital Assets or Fiat Currencies as well as any purchase or sale of Digital Assets) is registered.

Additional Terms: has the meaning ascribed to it in clause 1.3 (Scope of these Terms).

API: means application programming interface.

Applicable Law: means any law, statute, bye-law, regulation, judgment, order, decree, regulatory policy, interpretation, guidance or industry code or practice, case law, rule of court or directives or requirements of any governmental, regulatory, or self-regulatory authority, or any delegated or subordinated legislation or notice, each as amended and promulgated from time to time, that may be directly or indirectly related to or implicated by the relevant activities or transactions carried out or otherwise arising under these Terms.

Assets: means assets, including Digital Assets and Fiat Currencies, Contracts and other instruments, that BEU may admit for trading on the Exchange.

Authorized User: if you are a Corporate Body, any person you authorize (either alone or collectively) and we approve to act on your behalf in giving Instructions, operating your Account or performing any other act in connection with these Terms.

BaFin: German Federal Financial Supervision Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) as referred to in clause 3.2.

BEU: Bullish Europe GmbH

BGB: German Civil Code (Bürgerliches Gesetzbuch).

BGI Exchange: The trading venue operated by Bullish (GI) Limited, a private limited company registered in Gibraltar with company number 119714 and having its registered office at Suite 23, Portland House, Glacis Road, Gibraltar.

BEU Institutional Client Agreement: An individual additional agreement which may be agreed upon between you and us.

Cold Wallet: A device used to store Private Keys (as the means of access to Digital Assets) offline, without connection to the internet.

Confidential Information means all information disclosed (whether in writing, orally or by another means and whether directly or indirectly) by us or our affiliates to you whether before or after the date on which you accept these Terms. Confidential Information shall include information relating to our or our affiliates’ products, operations, processes, plans or intentions, information provided by us for your due diligence purposes, product information, know-how, design rights, trade secrets, market opportunities and business affairs.

Corporate Body: any legal entity, regardless of organizational form, as defined in clause 6.1.2.

Customer Assets: Digital Assets and Fiat Currency credited to an Account, as defined in clause 12.1.

Digital Assets: Digital assets approved for trading via the Trading System from time to time and as listed on the Site, which qualify as crypto assets (Kryptowerte) pursuant to section 1 (11) no. 10 KWG.

Encumber or Encumbrance: means any interest or equity of any person (including any right to acquire, option or right of pre-emption) or any mortgage, charge, pledge, lien, assignment, hypothecation, security interest, title retention or any other security agreement or arrangement, unless we are the beneficiary under such encumbrance.

Feedback: As defined in clause 22.

Fiat or Fiat Currency: means non blockchain based legal tender in any jurisdiction.

Fork: any blockchain fork, split, or other transformation, modification, upgrade or update to the operating rules of the underlying software protocol or blockchain network on which any Digital Asset is deployed and operates, and which causes a permanent divergence in such underlying software protocol or blockchain network, resulting in two incompatible software protocols or blockchain networks, each of which may have an associated Digital Asset. A Fork shall also include an airdrop or other automatic distribution of a new Digital Asset or token or other rewards that may be claimed resulting from the ownership of a preexisting Digital Asset based on a particular blockchain network or protocol.

Hot Wallet: A system (i.e. software or web-based platform) to secure Private Keys (as the means of access to Digital Assets), which is connected to the internet.

Instruction: an instruction, order, Notice or other communication given, or purported to be given to us by you or your Authorized User or any other person whose activities you must accept as your own in connection with the Services by such means as we may prescribe and accept.

IP Rights: patents, rights to inventions, copyright and related rights, moral rights, trademarks and service marks, business names and  domain names, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know how and trade secrets), market data and other data based on or derived from the activity of customers, including you and/or us, on the Trading System or arising out of or in connection with the use of the Services and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim  priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

KWG: German Banking Act (Kreditwesengesetz), as defined in clause 3.2.

Notices: As defined in clause 32.1

Permitted Wallet: A Wallet that is on or subject to the same blockchain network, protocol, and consensus rules, and is compatible with and supports the transfer, receipt and storage of the relevant Digital Asset.

Policies: the Privacy Notice, Cookie Notice, Risk Warnings, Fee Schedule, and any other policies or terms published on the Site.

Pre-Contractual Statements: As defined in clause 36.5

Private Key: The cryptographic code required to authorize transactions and thereby transfer Digital Assets from one Wallet Address to another Wallet Address.

Prohibited Jurisdictions: countries and territories targeted by Sanctions Laws.

Recipient: has the meaning ascribed to it in clause 19.2.

Sanctions Laws: As defined in clause 6.2.1.

Services: Account registration, trading and custody (including withdrawals and deposits) of Digital Assets, and related websites, services, APIs, mobile applications, software, products, tools, smart contracts, Feedback, materials and content (other than User Content and Third-Party Resources) available through the Trading System.

Special Services: has the meaning as defined in clause 4.6.

Site: our website at www.bullish.com/home-de owned and operated by us and/or our affiliates and through which the Trading System can be accessed.

Taxes: As defined in clause 11.2.

Tax Levy: an action by a government agency to seize assets to satisfy a tax liability.

Terms: These terms and conditions.

Text Form: pursuant to section 126b BGB, as defined in clause 17.1.

Third-Party Resources: third-party resources, including content,  market data, advertisements, links, websites, promotions, logos, other materials, software, APIs, services or technologies.

Trading System: the system operated by us used to open and maintain Accounts and initiate Transactions, which is accessible through the Site as user interface and via APIs.

Transaction: any deposit, withdrawal, or order performed via the Trading System.

User Content: any text, information, data, materials, images, or other content that you provide, submit or post in connection with your use of the Services but excluding Feedback and market data and other data based on or derived from the activity of you and/or us on the Trading System or arising out of or in connection with your use of the Services.

Virus: any thing or device (including any software, code, file or program) which may prevent, impair or otherwise adversely affect (i) the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; (ii) access to or the operation of any program or data, including the reliability of any program or data (whether by rearranging, altering or erasing the program or data in whole or part or otherwise); or (iii) the user experience, including worms, trojan horses, bugs and other similar things or devices.

Vulnerability: a weakness in the computational logic (for example, code) found in software and hardware components that, when exploited, results in a negative impact to confidentiality, integrity, or availability.

Wallet: The system or device used to store Private Keys (as means of access to Digital Assets).

Wallet Address (or Address): The address on the blockchain network which Digital Assets are allocated to and to or from which Digital Assets can be sent to another Wallet Address, in other words the destination or source of transactions.

WpHG: German Securities Trading Act (Wertpapierhandelsgesetz), as defined in clause 6.1.1.

(B) Interpretation

The headings in these Terms are inserted for convenience only and do not affect their construction or interpretation. The Appendix and Policies form part of these Terms and shall have effect as if set out in full in the body of these Terms. Unless otherwise stated, references to clauses are to the clauses of these Terms.

A reference in these Terms to a particular law is a reference to it as it is in force for the time being taking account of any amendment, extension or re-enactment and includes any subordinate legislation for the time being in force made under it.

Unless the context otherwise requires, words in the singular shall  include the plural and words in the plural shall include the singular. Words referring to a particular gender shall include the other gender.

These Terms are binding on, and inure to the benefit of, each of the parties and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party’s personal representatives, successors and permitted assigns.

Any words following the terms including, include, in particular, for example or any similar expression are to be construed as illustrative and do not limit the sense of the words, description, definition, phrase or term preceding those terms.

A “person” includes a natural person, body corporate or unincorporated  body.

A reference to “writing” or “written” includes email.

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