Terms of Business

1.	Introduction
1.1.	Hidden Road Partners CIV NL B.V. (“HRP CIV NL”, “we”, “our” or “us”):
1.1.1.	is authorised and regulated by the Dutch Autoriteit Financiële Markten (“AFM”) as an investment firm (for the purposes of Directive 2014/65/EU and Regulation (EU) 600/2014 on markets in financial instruments and the legislation and rules deriving therefrom, as implemented in the Netherlands and as amended from time to time (“MiFID”)) with firm reference number 14006260;
1.1.2.	is authorised and regulated by the AFM as a crypto-asset service provider (for the purposes of Regulation (EU) 2023/1114 of the European Parliament and of the Council of 31 May 2023 on markets in crypto-assets, as amended from time to time (“MiCAR”)) with firm reference number 41000008;
1.1.3.	is registered at the Netherlands Chamber of Commerce with number 8321494; and
1.1.4.	has its registered office at Gustav Mahlerplein 28, 1082 MA, Amsterdam, Netherlands.
1.2.	These terms of business (“Terms”) and any supplements or notices issued by HRP CIV NL stated to be issued under or in accordance with these Terms set out how HRP CIV NL shall provide its services to you from time to time, where such services may include investment services and activities (as defined in MiFID), crypto-asset services (as defined in MiCAR), crypto services activities (as defined AMLD), the business in relation to other traded products and any other service which is provided to you by HRP CIV NL or any of its Affiliates. “Affiliates” means, whether in the Netherlands or otherwise, direct or indirect subsidiaries of HRP CIV NL, including any entity directly, indirectly or under common control as HRP CIV NL and any other connected or associated person, whether or not such subsidiary, entity or person exists as at the date on which you accept these Terms or is established or acquired after such date.
1.3.	These Terms, together with any supplements or notices (as described at clause 1.2 above) and any Product Agreement (as defined in clause 1.4 below) or other supplementary agreement shall constitute a legally binding contract which you accept for yourself and on behalf of any principal or principals on whose behalf you are acting as agent by giving us instructions or accepting services from us after our dispatch of these Terms to you, all herein referred to as “you” or “your”. We refer to this legally binding contract with you as the “Agreement”.
1.4.	These Terms supersede any previously provided versions and subject to Applicable Law (as defined in clause 1.5 below) we may update these Terms from time to time. As part of the service provided to you, HRP CIV NL may enter into transactions with you governed by the terms of an industry standard master agreement or other agreement (the “Product Agreement”). In the event of a conflict between any provision of any Product Agreement and any provision of these Terms, the provision of the Product Agreement will prevail.
1.5.	Any services received by you under these Terms are subject to Applicable Law. “Applicable Law” means (a) any applicable law or statute of the Netherlands; (b) any laws and regulations of any other jurisdiction applicable to the provision of services to you by HRP CIV NL under, or in connection with, these Terms; and (c) any other applicable rule, regulation, guidance, ruling, determination, by-law, procedure, usage and custom of the AFM or other relevant regulatory body, exchange, clearing system, organised market or other entity applicable to the provision of services to you by HRP CIV NL under, or in connection with, these Terms. In the event of a conflict between these Terms and any such Applicable Law, such Applicable Law shall prevail. You consent to HRP CIV NL and its Affiliates providing information about you (as well as the positions that you hold or enter into) to competent authorities or any other relevant regulatory or governmental authorities as required by Applicable Law.
1.6.	We are required to make available certain regulatory information and disclosures to you, which may vary depending on the type of service we are providing. We shall provide such information and disclosures in accordance with Applicable Law, including (where permitted) by way of our website.
2.	Client Categorisation HRP CIV NL shall treat you, for the purposes of all services we provide to you, as a “professional client” as defined by MiFID. A professional client is deemed to possess the experience and knowledge to make its own investment decisions and assess the risk arising, and hence is not entitled to certain regulatory protections available to a “retail client” (as defined by MiFID). You have the right at any time to request a different client categorisation either generally, or in respect of a particular service, type of transaction or product. If we receive such a request, we will inform you of whether or not we accept it and, if we do accept it, of any such limitations such re-categorisation will entail. You agree and acknowledge that you are responsible for keeping us informed about any change that could affect your client categorisation. Should your circumstances change in a way that means that you are no longer able to be categorised as a professional client or eligible counterparty, you understand that we may not be able to continue to provide you with services hereunder upon receipt of notice of such change.
3.	Services
3.1.	These Terms constitute a contract having legal effect which you accept by beginning and continuing to undertake business with us.
3.2.	The relationship between HRP CIV NL and you is as described in the documents which constitute our Agreement with you. Neither that relationship nor the services we provide will give rise to any fiduciary or equitable duties to you on HRP CIV NL’s part.
3.3.	HRP CIV NL may provide to you, at its sole discretion and in accordance with Applicable Law and the Agreement, the following services, unless otherwise specified:
3.3.1.	credit intermediation in certain products whereby HRP CIV NL agrees to face you as principal, stepping in following execution by you of a transaction with a third-party counterparty, either directly or through a trading venue;
3.3.2.	clearing of certain products which are capable of being cleared on a registered central counterparty;
3.3.3.	facilitating access to certain trading venues using HRP CIV NL or an Affiliate’s clearing membership; and/or
3.3.4.	performing ancillary actions in connection with any service under this clause 3,
	which may include, for the purposes of MiCAR, the exchange of crypto-assets for funds, the exchange of crypto-assets for other crypto-assets and the execution of orders for crypto-assets on your behalf.
4.	Dealing/Execution
4.1.	HRP CIV NL does not undertake any of the following:
4.1.1.	deal in investments as agent on your behalf either with HRP CIV NL or any of its Affiliates or with any other counterparty, either directly or through an external execution venue; or
4.1.2.	investment advice.
4.2.	Without prejudice to any other provision of these Terms, on the basis of the nature and manner of the interaction between us and you, many of the protections normally conferred by categorisation of you as a professional client, including the duty of best execution, will or may not apply in our dealings with you. Please separately refer to our Order Execution Policy which is available on our website. Please note that by doing business with us you consent to the terms of our Order Execution Policy as amended from time to time.
5.	Orders
5.1.	Unless otherwise notified by us, you may transmit any order, direction or instruction to enter into a transaction with you (“Order”) to us by any means specified by us and Orders shall be transmitted to us at your risk. Orders, including those amending or revoking previous Orders, shall not take effect unless actually received by us and formally acknowledged by us in accordance with terms of the relevant Product Agreement. We shall not be required to confirm any Order prior to execution or otherwise, and you agree to indemnify us and hold us harmless if we suffer any Loss in reliance thereon, whether or not we have confirmed such Order. We are not obliged to accept or execute any Order nor need we give any reasons for declining to do so.
5.2.	Where we execute a trade that is required to be reported under Applicable Law, we will report such transaction in accordance with Applicable Law. You shall inform us in writing if you wish to undertake this obligation yourself.
5.3.	You hereby consent that we may execute trades on your behalf outside of a regulated exchange or multilateral trading facility (in other words, over the counter).
5.4.	Unless explicitly stated otherwise, prices communicated by us do not constitute offers to trade but rather are indications of interest subject to further review by us. Your electronic trade request constitutes an electronic offer to execute a Transaction. Upon receipt of your electronic offer to execute a Transaction at a price and quantity, whether in respect to an indication of interest or otherwise, we will determine whether, and at what price, to accept all or any part of your electronic offer, after assessing that electronic offer against a variety of pre-trade factors. These factors may include, among others, available inventory, liquidity, prevailing market prices and our trading experience with you and/or other market participants, credit and product terms and parameters we may employ for the purposes of implementing credit limits, positions limits or other limits on your electronic trading activities. These factors may be changed from time to time without notice to you and may differ from those applied to other counterparties.
5.5.	Due to the speed of the market and execution delays, the price available for execution of any Transaction with you may change between the time of submission of your electronic trade request and the time you receive a response to your electronic offer, even if the lapse of time is small. This may result in rejection of all or part of your electronic offer, including in cases where the market has moved favourably to you, even though we may choose to accept electronic offers where the market has moved favourably to us. If we determine to execute, the costs and benefits of any price changes may, in our discretion, be retained by us.
6.	Charges and Payments
6.1.	We shall provide you with appropriate information with regard to all costs and related charges (including our fees) in accordance with Applicable Law.
6.2.	You acknowledge and agree that, where we have categorised you as a Professional Client, we may, where permitted under Applicable Law, provide you with a more limited costs and charges disclosure which may be less detailed than we would be required to provide you in the absence of such agreement.
7.	Interest
7.1.	Unless HRP CIV NL otherwise agrees, HRP CIV NL will not pay you interest on money that we receive from you or hold for you and we may charge negative interest where appropriate.
8.	Title Transfer and Margin
8.1.	Depending on the service we provide to you, we may require you to transfer margin to us for the purpose of securing or otherwise covering all present or future, actual or contingent, or prospective obligations and liabilities owed by you to us (the “Liabilities”) on a title transfer basis.
8.2.	Any such money or assets received from you on a title transfer basis will no longer belong to you and you shall transfer us full ownership so that all right, title and interest in and to such cash or assets will pass to us outright. You agree that we can deal with any cash and assets provided to us on a title transfer basis as our own. Accordingly, you acknowledge and agree that such money and assets shall not be segregated in the event of our insolvency, you will be a general, unsecured creditor of ours and any money or assets transferred to us pursuant to a title transfer collateral arrangement will be subject to the exercise by us of any set-off rights we may have under these Terms or under general law and may not be available to be returned to you.
8.3.	In the case of any contractual claim arising subsequently in relation to any assets so transferred, the contractual claim shall be only for assets deemed equivalent to the assets originally transferred (as determined by us acting reasonably, to the extent permitted by Applicable Law) and shall be subject to the exercise by us of any set-off rights we may have under these Terms or under general law.
8.4.	With respect to particular services we provide to you, the treatment of money and assets transferred by way of title transfer may also be set out separately in the Agreement.
8.5.	You may request in writing to terminate a title transfer collateral arrangement. Any such request will not take effect until we have given prior written notice that we agree to such request. The transfer of any cash or assets pursuant to this clause 8 shall constitute a “title transfer financial collateral arrangement” pursuant to Directive 2002/47/EC on financial collateral arrangements and the legislation and rules deriving therefrom, as implemented in the Netherlands and as amended from time to time (the “Financial Collateral Directive”).
8.6.	If at any time and from time to time, we determine that the amount of cash or assets you have transferred to us pursuant to this clause 8 is in excess of the amount we require for the purposes of covering your Liabilities, we will notify you of the existence of such excess amount. At any time following such notification by us to you:
8.6.1.	you will be entitled to request the return of any excess amount;
8.6.2.	subject to us determining that there continues to be an amount in excess of your Liabilities on the day on which you make such request, and subject to the exercise by us of any set-off rights we may have under these Terms or under general law, we will return to you as soon as reasonably practicable the relevant excess (if any); and
8.6.3.	if you do not request to return an excess amount then we will continue to hold that amount in accordance with, and subject to the risks set out in, this clause 8.
8.7.	Where you enter into an industry standard master agreement or other agreement with us, which provides for cash or non-cash assets to be held by way of security collateral arrangement or in which you have consented to us having the right to use such cash or non-cash assets as the case may be, we refer you to the notice of the general risk and consequences of provision of collateral by such methods set out in the “Title Transfer and Re-Use Risk Disclosure” that accompanies these Terms.
9.	Client Assets and Money (assets and money held on your behalf)
9.1.	If we do not require you to transfer margin to us on a title transfer basis under clause 8 (Title Transfer and Margin) of these Terms, your assets and money held with us will be treated as “client funds” in accordance with the provisions of MiFID relating to the safeguarding of client financial instruments and funds (“Client Funds Rules”).
9.2.	We may hold client assets and money in one or more client account(s) held with banking institutions or Hidden Road Partners Stichting, a Dutch foundation (stichting) that acts as a custody entity (bewaarinstelling) within the meaning of Article 7:17 of the Dutch Further Regulations conduct supervision financial undertakings FSA (Nadere regeling gedragstoezicht financiële ondernemingen Wft).
9.3.	In relation to any purchase or sale of financial instruments by the Client that is to be funded by client assets or money, we will:
9.3.1.	only execute such a purchase or sale to the extent that the balance of your client assets or money is sufficient to accommodate the relevant transactions; and
9.3.2.	credit or debit any financial instruments account of yours held with us only against simultaneous debiting or crediting of the amount to be received or payable as client money.
9.4.	By agreeing to these terms, you grant us a power of attorney to dispose of the client assets and money to the extent this is necessary for the performance of our services
9.5.	We guarantee the fulfilment of the obligations of Hidden Road Partners Stichting under the Dutch Further Regulations conduct supervision financial undertakings FSA.
9.6.	We may transfer assets or money to an intermediate broker, settlement agent or OTC counterparty that may be located outside the European Union in accordance with the Client Funds Rules. You understand and agree that where client assets or money are deposited with another person, they may have a security interest or lien over, or right of set-off in relation to, such client assets or money, to the extent we are permitted to grant such rights under the Client Funds Rules.
9.7.	We accept no liability for the acts, failures to act or the insolvency of any third party with whom we place client funds. In the event of the insolvency or any other analogous proceedings, of a third-party holding client funds, we may only have an unsecured claim against such third party on your behalf and you will be exposed to the risk that cash or any other property received by us from the third party is insufficient to satisfy your client and that of our other impacted clients.
9.8.	Where we hold client assets or money with a bank, or transfer your assets or money to an intermediate broker, settlement agent or OTC counterparty, in each case located outside of the European Union, the legal and regulatory regime applying to such person may differ from that of the European Union. In the event of the failure of such person, client assets or money may be treated in a different manner from that which would apply if the assets or money were held by a person located in the European Union.
9.9.	We will provide you with a statement of client assets or money held on a quarterly basis if required under the Client Funds Rules. You are entitled to request at any time such a statement, but we may charge a commercial cost for providing it.
10.	No reliance and no advice
10.1.	Neither HRP CIV NL nor any of its Affiliates shall owe you any duty to advise on the merits or suitability of any investment or series of investments or traded products entered into or contemplated by you.
10.2.	Neither HRP CIV NL nor any of its Affiliates shall give you legal, regulatory, accounting, taxation, financial or any other advice in relation to any investment or series of investments or traded products or provide any recommendations and you are solely responsible for seeking and obtaining your own advice and taking your own trading decisions, relying on your own judgement.
10.3.	None of the services pursuant to these Terms nor any related opinions or documents/information given by us are intended to confer any benefit on or be relied upon by any person/entity who has not accepted these Terms, and we shall have no liability to any such third party.
10.4.	Any reports, information, or opinions provided pursuant to the Agreement or with respect to any services should only be used and relied upon for the purposes for which they were prepared and do not amount to advice on the merits of a service or on the legal or tax status or consequences thereof. Without prejudice to any right under clause 22.3 below, they should not be reproduced, referred to in any other non-HRP CIV NL documentation or made available to any third parties without our express permission in writing.
10.5.	Where you are a professional client, to the extent we are required by MiFID to assess whether a proposed service or transaction is suitable or appropriate for you, we are entitled to assume that you have the necessary experience and knowledge in order to understand the risks involved in relation to the services or transactions. For the purposes of any suitability or appropriateness assessment, we will rely on the information you have supplied to us.
11.	Conflicts of interest and inducements
11.1.	You acknowledge that HRP CIV NL or its Affiliates may from time to time have an interest, relationship or arrangement that is or may be in conflict with, or otherwise material in relation to the Services it provides to you. Subject to Applicable Law, you acknowledge and agree that conflicts may arise between your interests and the interests of HRP CIV NL or our employees and other persons directly or indirectly linked to us and the interests of one or more of our other clients but that no such conflict or potential conflict of interest shall prevent us from carrying out any services for you (or any other person). We take all reasonable steps to prevent such conflicts of interest from having an adverse impact on our clients in accordance with our conflicts of interest policy (as described in the below clause 11.2).
11.2.	We are required to treat you fairly in relation to conflicts of interest or material interests. We maintain a conflicts of interest policy in accordance with Applicable Law for identifying, preventing and managing conflicts between HRP CIV NL, its Affiliates, you and other counterparties that we offer services to. Further details of the policy may be obtained on request from your HRP CIV NL contact.
11.3.	In the course of our or our Affiliates’ business, from time to time we may receive or pay fees, commissions, and other monetary benefits or non-monetary benefits (including research) (referred to as “benefits”) from time to time. We shall only receive and deal with such benefits where we are permitted to do so in accordance with Applicable Law and details of the nature and amount of such benefit shall be disclosed to you only if and as required under Applicable Law.
11.4.	Subject to the remainder of this clause and Applicable Law, we shall not be liable to account to you for any profits, commission or remuneration we have received or made as a result of any transaction which involves or may involve a potential conflict with our duties to you nor will we be required to reduce our fees to reflect any such profit, commission or remuneration unless otherwise agreed with you in writing.
12.	Anti-money laundering
12.1.	We are subject to certain regulatory requirements in relation to anti-money laundering, bribery and financial crime. Certain obligations may require us to report to a relevant authority if we know or suspect a client is engaged in prohibited activities. You consent to us taking all steps that we deem necessary in order to comply with any such obligations and agree to provide us with such information as we may reasonably require in order to comply with those obligations. Further information on the measures we take in order to comply with the relevant regulatory obligations is available on request.
12.2.	We are not responsible for any loss suffered by you, whether directly or indirectly, as a result of our compliance with any relevant regulatory requirements referred to in clause 12.1 above.
13.	Regulatory reports and record-keeping
13.1.	You acknowledge that, depending on the service we provide to you, we may be required by Applicable Law to make certain reports to competent authorities and other relevant authorities. You agree to provide us with any information reasonably requested by us in order to enable us to comply with any such requirements. You acknowledge and agree that we are not required to report trades on your behalf and we shall comply only with any reporting obligation as it applies to us, unless otherwise agreed with you in writing.
13.2.	You acknowledge that, depending on the service we provide to you, we may be required by Applicable Law to record telephone conversations and keep copies of electronic communications between us and you. Any such records shall be made and maintained in accordance with Applicable Law.
13.3.	Either party (including in our case, any Affiliate) may monitor, measure, analyse and record all communications with the other party without the use of a warning tone or other notification and each party agrees to inform its officers, directors, employees, agents, contractors or consultants (collectively, “Personnel”) that such recording takes place. Absent contrary evidence, our records of such communications shall be our sole property and accepted by you as conclusive evidence of their content.
14.	Data Privacy
14.1.	Each of HRP CIV NL and you will comply with all applicable statutes and regulations in any jurisdiction pertaining to the processing of personal data, including the privacy and security of personal data (referred to as the “Data Protection Laws”).
14.2.	You acknowledge that in order to provide the services in compliance with the Data Protection Laws, we may use personal data pursuant to these Terms or otherwise and for the purpose of administering our business in relation thereto and for the purposes of:
14.2.1.	Meeting obligations and disclosure requirements of any Authority, exchange, trading system, trading venue or organised market, broker or other intermediaries or counterparties including as required or desirable under Applicable Law;
14.2.2.	Providing services pursuant to these Terms;
14.2.3.	Complying with our obligations pursuant to Applicable Law, including without limitation, anti-money laundering and anti-terrorism laws and regulations and fighting criminal activity;
14.2.4.	Managing, maintaining and improving the relationship between you and us or our Affiliates;
14.2.5.	Assigning or outsourcing any part of our normal business functions to a third party;
14.2.6.	Communicating with credit reference and information agencies; or
14.2.7.	Informing individuals about other products or services of ours or our Affiliates during our relationship.
14.3.	It is your responsibility to notify your Personnel referred to in clause 14.2 above that HRP CIV NL may need to process their personal data in accordance with this clause 14 and Applicable Law.
14.4.	You consent to our use of such personal data as referred to in clause 14.2 to meet our compliance and regulatory duties including, if applicable, our transfer of such data outside the NL and disclosure of it to anti-fraud organisations and law enforcement or regulatory agencies anywhere in the world where required. HRP CIV NL shall be acting as a data controller in respect of such processing.
14.5.	All notices, information and other disclosures in relation to data privacy and data protection as required by the Data Protection Laws shall be made available to you on our website and updated from time to time.
14.6.	All information submitted to or collected by us or our Affiliates, third party contractors or agents through or in connection with the services and transactions or the use of systems, including registration data and transaction data will be our property. You agree that we are free to use such information in accordance with our business practices or otherwise where such information is aggregated with other data or otherwise processed or anonymised such that it cannot be attributed to or associated with you, without restriction.
15.	Termination
15.1.	The Terms shall remain in full force and effect until terminated in accordance with the provisions of this clause.
15.2.	We or you may terminate individual services or our entire relationship with you (including these Terms) by giving 30 days written notice.
15.3.	Termination shall be without prejudice to the completion and/or settlement of transactions already initiated and/or executed and will not affect outstanding rights (including our right to collateral) or obligations. These Terms will apply to such rights and obligations until all transactions have been closed out or settled and all Liabilities finally, unconditionally and irrevocably discharged.
16.	Complaints and compensation
16.1.	All formal complaints should in the first instance be made in writing or email to our complaints officer. We have procedures for handling complaints in compliance with Applicable Law and all relevant disclosures required are made available on our website.
16.2.	In certain circumstances and depending on the service provided to you under the Agreement, you may be covered by the investor compensation scheme of De Nederlandsche Bank (the “DNB”). Generally, however, professional clients are less likely to be eligible to claim under the scheme. Further information is made available from the DNB scheme’s website (https://www.dnb.nl/en/reliable-financial-sector/investor-compensation/).
17.	Amendment
17.1.	We may amend or supplement these Terms at any time and for any reason by delivery to you of a notice thereof in accordance with clause ‎20.1.
17.2.	We may also amend these Terms on notice in writing to you in order to comply with any changes to Applicable Law, with immediate effect or as we may otherwise specify, where:
17.2.1.	there is a change in law, regulation, practice or custom which reasonably requires us to do so; or
17.2.2.	we believe in our reasonable opinion that the amendment will have no material adverse impact on you.
18.	Assignment
18.1.	Subject to Applicable Law, we may, at any time, transfer, assign or delegate any of our rights and responsibilities under these Terms to any Affiliate competent to perform such rights and responsibilities upon giving you notice in accordance with clause ‎21.1 below.
18.2.	In the event that HRP CIV NL is merged or consolidated with another business or firm (a “Successor Firm”) we may transfer our rights under these Terms, or where we propose to transfer a group or class of accounts or a material part of our assets, our rights, powers, obligations and liabilities under or in connection with these Terms, to a third party without your specific consent, subject to our compliance with Applicable Law.
18.3.	You agree to take all such action as the third party or Successor Firm or we may reasonably require in order to effect the transfer of these Terms as described above.
18.4.	You may not assign, charge or otherwise transfer or purport to assign, charge or otherwise transfer your rights or obligations under these Terms, or any interest in these Terms, without our prior written consent, and any purported assignment, charge or transfer in violation of this clause will be void.
19.	Third party rights
19.1.	Subject to the remainder of this clause 19, a person who is not a party to these Terms shall not have any rights to enforce any term of these Terms.
19.2.	The rights of the parties to terminate, rescind or agree any variation, waiver or settlement under these Terms are not subject to the consent of any other person.
19.3.	Clause 19.1 shall not apply to any rights granted to our Affiliates under these Terms.
20.	Entire Agreement
20.1.	The Agreement shall constitute the entire agreement between us and you with respect to the relevant services to the exclusion of any terms implied by law which may be excluded by contract. The Agreement shall supersede all prior understandings, arrangements, agreements, representations, proposals or communications between us, whether written or oral.
20.2.	You have not relied on any statements or representations made by us in entering into these Terms.
20.3.	No waiver by us of any breach of obligation arising under these Terms shall constitute a waiver of any other such breach and no exercise or partial exercise by us of any of our rights or any remedy shall constitute a waiver of the right to subsequently exercise that right or any other right or remedy. The rights and remedies provided in these Terms are cumulative and not exclusive of any rights or remedies provided by Applicable Law or any other agreement.
20.4.	The provisions of these Terms are severable and the illegality or unenforceability of any provision of these Terms shall not affect the legality, validity or enforceability of any other provision in the Agreement.
21.	Language, communications, instructions and notices
21.1.	All communications between HRP CIV NL and you shall be made in English. We may contact you by telephone or in writing (including by email) where you have provided us with such contact details and which you shall be responsible for keeping current, and you may contact us by telephone or in writing (including by email) using the contact details provided to you from time to time or at no*****@********ad.com. Any such written communication shall be deemed received by you, whether actually received by you or not, if we can demonstrate that the correct communication details were affixed.
21.2.	All communications shall be conclusive and binding on you unless objection in writing is received by us within five (5) business days of receipt thereof by you.
21.3.	We may provide you with information that is required to be provided in a durable medium by way of email, PDF document or by any other durable medium that is not paper. We may also provide certain of such information not personally addressed to you by means of our website as notified by us.
21.4.	We shall be entitled to act for you upon any instruction given or purported to be given by you or any person authorised on your behalf without further enquiry as to the genuineness, authority or identity of the person giving or purporting to give such instructions.
22.	Confidentiality and Use of Personal Data
22.1.	Except as set out below, neither party will disclose to any person without the other’s prior consent any non-public information (including personal information) imparted in confidence under these Terms.
22.2.	We may disclose Confidential Information to our Affiliates.
22.3.	Either party may disclose Confidential Information to its Affiliates or if it considers necessary or advisable to respond to any actual or potential proceedings or the inquiries of any Authority.
22.4.	We will observe the requirements of the EU General Data Protection Regulation (as amended, supplemented and superseded) in the performance of our obligations under this Agreement and will comply with any reasonable request made or direction given by you, which is directly due to the requirements of the relevant data protection legislation. The personal data we hold in relation to you may include, without limitation, identification information, contact information and financial information. For further information on our privacy policy, please see our website. This Clause 22 (Confidentiality and Use of Personal Data) shall survive the termination of this Agreement for one year after its termination, notwithstanding that this Clause 22 (Confidentiality and Use of Personal Data) shall survive indefinitely with respect to your obligations to keep this Agreement and the terms thereof confidential.
23.	Governing Law
23.1.	These Terms and any non-contractual obligations arising out of or in connection with them shall be governed by and construed in accordance with the laws of the Netherlands and the courts of Amsterdam, the Netherlands shall have exclusive jurisdiction to determine any dispute that arises in connection with the Terms.
23.2.	If you do not have a permanent place of business in the Netherlands, you shall at all times maintain, and notify us of, an agent for service of process in the Netherlands and, in any event, any claim form, order, petition, judgment or other notice of legal process shall be sufficiently served on you if delivered of any Affiliate of yours at its permanent place of business in the Netherlands. Nothing in these Terms shall affect the right to serve process in any other manner permitted by law.

ANNEX I

ELECTRONIC ACCESS ADDENDUM

 

1. GENERAL

(a) This Electronic Access Addendum (the “Addendum“) sets out the terms and conditions upon which Hidden Road Partners CIV NL B.V. (“Hidden Road” or “us”) provides to you (“you” or the “Counterparty”) and you may use certain electronic services in connection with transactions contemplated by the Product Agreement.

(b) This Addendum supplements any terms and conditions under which we may provide services to you including any Product Agreement or other agreements in place between us and you. The provisions of the Product Agreement apply to this Addendum and terms defined the Product Agreement will have the meanings therein specified for the purpose of this Addendum. In the event of any conflict between (i) any provision of a Product Agreement or any other agreement in place between you and us and (ii) any provision of this Addendum, this Addendum shall prevail with respect to the subject matter of this Addendum. The terms of this Addendum are not exclusive and shall in no way affect our or your rights and/or obligations under any Product Agreement or other agreements in place between you and us.

(c) In addition to this Addendum, the provision of any System shall be subject to, and, by your continued use of such Systems you agree to be bound by Applicable Law, any legends, disclaimers, rules, operating manuals, terms and conditions displayed on or linked to the Systems as the same may be updated or modified from time to time.

 

2. SYSTEMS USE

(a) Hidden Road may provide some of its services through a System. Access to such Systems may be through a System provided by a third party, in which case your access may be subject to additional terms and conditions imposed by such third party.

(b) Where a System is provided by a third party, such third party services are not monitored, operated, owned, controlled, managed, endorsed or overseen by Hidden Road. Counterparty acknowledges that there may be circumstances including but not limited to those arising from Applicable Law, technical reasons, other agreements between Hidden Road and the Counterparty, market suspensions, trading halts or failures of a System (any such circumstances, an “Interruption”), where Hidden Road or the third party may suspend Counterparty’s access to a System or be unable to provide services to the Counterparty. Counterparty agrees and understands that Hidden Road is not liable for any Interruption. We may, with or without notice, modify or discontinue access to or use of a System at any time, either in whole or in part however, to the extent reasonably practicable, we will endeavour to provide notice.

(c) Where specific accounts, browsers, software, protocols or connections are needed to access or use a System, it is your responsibility to obtain or provide and maintain them. You are responsible for all administration relating to your use of the System including, without limitation, data back-ups, maintenance and record keeping.

(d) Access to Systems is only permitted in such manner as we determine and subject to any security requirements we may notify to you from time to time. You will provide Hidden Road with such details as are required by us to grant access to each System and you are responsible for keeping such information secure and up to date. You acknowledge that your failure to keep such information up to date may result in your access to such System being affected.

(e) You agree that you shall not knowingly or negligently introduce or permit the introduction of any harmful codes into a System or do anything which may damage the reputation of Hidden Road, the Systems or the third party provider. You agree when using the System, including uploading material to the System (including, without limitation, any data inputted to the System by or on your behalf) and making contact with other users of the System, the Counterparty shall not distribute or transmit any material that: (a) is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethically offensive; (b) facilitate illegal activity; or (c) causes damage or injury to any person or property.

(f) You represent and warrant on a continuing basis that: (a) only persons who are properly authorised and to whom Access Codes have been granted are allowed to use the Systems; (b) persons accessing the Systems have been given appropriate training on their use; and (c) you have appropriate security procedures in place to ensure that Access Codes remain secure and confidential to prevent any unauthorised access to or use of the Systems and to ensure that circumvention of any authentication procedures is prevented. Where you suspect any authentication process has been breached or Access Codes are no longer protected, you must notify us in writing immediately.

(g) You will remain responsible for any Order (and resulting transaction if applicable) submitted to a System using your Access Codes, irrespective of whether the Order or transaction, if applicable, occurred due to a breach of the security arrangements or otherwise. You may be notified of any Order or transaction not accepted by a System. However, if no such notification is delivered, you may not assume that an Order or transaction is accepted and Hidden Loss bears no liability for any Loss arising therefrom. You agree to inform us promptly in the event that you become aware of any error in data transmitted using the Systems or within the Systems generally.

(h) You acknowledge that data transmitted via a System and/or by electronic transmission may not be encrypted and that it is possible, even if encrypted, that such data is accessed or tampered with by unauthorised parties, may not arrive in the form transmitted or at all and/or may become corrupted and/or may contain harmful code. You assume all risks of Loss arising out of or in connection therewith.

 

3. LICENSING & INTELLECTUAL PROPERTY RIGHTS

(a) Hidden Road hereby grants to you a temporary, non-exclusive and non-transferable licence to access and use the Systems solely for your internal use in accordance with this Addendum and the Product Agreement and, in respect of any System provided or owned by a third party, only to the extent we are permitted to do so.

(b) You agree that any intellectual property rights vesting in a System remain our property or the property of the relevant third party provider.

(c) You further agree that you will not take any action that may violate, jeopardize or impair such intellectual property rights, or the legality and/or enforceability thereof.

(d) Except as set out in this Clause 3, we do not grant any rights in the System to you (and, for the avoidance of doubt, ownership of such System shall be retained by the relevant third party provider of such System and Hidden Road and you shall not have any ownership interest in such System). As a result, you agree that you shall not: (a) sell, lease, sublicence, disclose, distribute or otherwise allow any third party to, directly or indirectly, use, view or have access to any System (or any part thereof or rights therein); (b) analyse, copy or otherwise reproduce any portion of any System or create a derivative work in relation thereto, except in connection with the permitted use of the System; (c) use any System for any illegal purpose or in contravention of Applicable Law in the jurisdiction in which you operate; (d) remove, amend or move any logos, trade marks, wording or images that appear on the System, any results, reports or other materials generated by your use of the System; (e) alter, recompile, disassemble, reverse engineer or attempt to alter, decompile, make or distribute any other form of, or create derivative works from, any component of a System; or (f) use, disclose or distribute information about a System in any manner that is unauthorized.

 

4. EXCLUSIONS AND LIABILITY

(a) Neither Hidden Road nor any of its directors, offices, employees, third party providers, contractors or agents warranty that access to Systems shall be uninterrupted or error free. All Systems are provided on an “as is” and “as available” basis, without warranty of any kind, express, implied or statutory, regarding or relating to the subject matter hereof and specifically disclaims, to the fullest extent permitted by law, all implied warranties of merchantability and fitness for a particular purpose. Without limitation to the foregoing, Hidden Road makes no warranty that any System will be uninterrupted, error free or available, no warranty of correctness, quality, accuracy, security, completeness, reliability, performance, timeliness, pricing, or continued availability of the Systems, nor does Hidden Road warrant that the Systems will remain compatible with, or operate without interruption on, any equipment provided by Customer. Notwithstanding anything to the contrary, Customer acknowledges and agrees that technical problems may prevent Hidden Road or its third party providers from providing all or part of the Systems. You agree that the express obligations and warranties made by Hidden Road in this Addendum are in lieu of and to the exclusion of any warranty, condition or representation of any kind, express or implied, statutory or otherwise, relating to any System or services provided to you under or in connection with this Addendum or any Product Agreement, including as to the reliability, availability, accuracy, completeness, performance, functionality, conformance with any description, satisfactory quality, fitness for purpose or freedom from errors or defects. Except as provided in Clause 4(b), you assume the entire risk of your access to and/or use of all Systems and you shall indemnify and hold us harmless from any Losses arising from your use or misuse of, or inability to use the Systems.

(b) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL HIDDEN ROAD OR ANY THIRD PARTY PROVIDER OF ANY SYSTEM HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY LOSSES ARISING IN ANY MANNER OUT OF, OR IN CONNECTION WITH, THIS AGREEMENT, ITS PERFORMANCE OR BREACH, OR INCIDENT TO YOUR OR ANY THIRD PARTY’S USE OF (OR ANY INABILITY TO USE) THE SYSTEMS, EXCEPT TO THE EXTENT THAT LOSSES ARE DIRECTLY CAUSED BY HIDDEN ROAD’S WILFUL MISCONDUCT, GROSS NEGLIGENCE OR FRAUD, PROVIDED THAT IN NO EVENT SHALL HIDDEN ROAD BE LIABLE FOR GROSS NEGLIGENCE UNDER CLAUSE 4(a) OF THIS AGREEMENT. EXCEPT FOR FRAUD, THE AGGREGATE OF ALL HIDDEN ROAD’S LIABILITY FOR ANY AND ALL CLAIMS ARISING HEREUNDER FROM YOU SHALL BE LIMITED TO THE AGGREGATE AMOUNT OF AMOUNTS PAID TO HIDDEN ROAD BY YOU FOR USING THE SYSTEMS FOR THE CALENDAR YEAR IN WHICH THE CLAIM AROSE.

(c) Hidden Road shall not be liable and you agree and acknowledge that any third party provider of any System shall not be liable, under or in connection with this Agreement for (a) Losses (whether direct or indirect) of business profits, revenue or of data; or (b) any indirect, consequential or incidental damages, liabilities, claims, losses, expenses, awards, proceedings and costs, in each case regardless of whether the possibility of such damages, liabilities, claims, losses, expenses, awards, proceedings and costs could reasonably have been foreseen by Hidden Road, any third party System provider or Counterparty.

(d) Without prejudice to Clause 4(b), you agree that we shall not be responsible for: (a) the rejection of any Order by the Systems for any reason; (b) the acts or omissions of any third party provider; (c) any error caused by acts or omissions outside of Hidden Road’s reasonable control; or (d) any recording, back up or archiving of data, software or messages created, transmitted or received using the Systems.

(e) Nothing in this Agreement shall exclude or limit any duty or liability Hidden Road has under Applicable Law and which may not be excluded or restricted.

(f) Hidden Road will not be liable for any failure, delay or omission to perform any of its obligations under this Agreement arising from any cause beyond its reasonable control, including, without limitation, acts of God, acts or regulations of government or other authorities, war, fire, strikes or industrial disputes, power failure, failure of telecommunication lines, connection or equipment, or failure or defects in any hardware or software owned or supplied by third parties.

 

5. INDEMNIFICATION

Counterparty agree to indemnify and hold harmless Hidden Road from and against any Losses suffered or incurred by Hidden Road arising from or related to: (a) Counterparty’s use (or inability to use) the Systems or any other information contained in, produced by or disseminated through the System, including any unauthorised use of the Systems or Access Data; (b) Counterparty’s Orders; and (c) any material breach by Counterparty, except to the extent that such Losses are due to Hidden Road’s wilful misconduct or gross negligence.

 

6. PRIVACY

(a) For the purposes of this Clause, the terms “Data Controller”, “Data Processor”, “Data Subject”, “Personal Data” and “Supervisory Authority” shall have the meaning given in Applicable Privacy Laws where such laws have commensurate terms.

(b) Counterparty consents to the communication and disclosure of all information, including confidential information processed by Hidden Road arising from the provision of the services contemplated hereunder and all matters incidental thereto by Hidden Road to (a) all other affiliates of Hidden Road; (b) all government and regulatory authorities as and when requested or required by such and (c) third party service providers as Hidden Road determines in its sole discretion to be necessary for the provision of the services.

(c) Hidden Road and Counterparty each agree that Hidden Road it is a Data Controller with respect to the Personal Data used in relation to the services outlined in this notice. Hidden Road and Counterparty each agree that it will comply with its respective obligations under Applicable Privacy Laws.

(d) Hidden Road may collect, hold, process or use information about Counterparty, its directors, officers, employees and its affiliates and agents and their respective officers and employees which may constitute Personal Data and may transfer Personal Data to countries that may not have the same protections for Personal Data as the country where it was collected. Hidden Road maintains physical, electronic and procedural safeguards to protect Personal Data. Further information about Hidden Road’s Processing activities can be found in Hidden Road’s Privacy Policy, a current version of which is available at: https://hiddenroad.com/disclosures/privacy-policy/.

(e) In the event that Counterparty discloses the Personal Data of any individual to Hidden Road, Counterparty represents and warrants that it has the right to share the Personal Data where necessary and has obtained sufficient informed consent from such persons, as may be required by applicable law or agreement, for Hidden Road to Process any Personal Data as described herein and shall make good faith efforts to draw the attention of the individuals to Hidden Road’s Privacy Policy prior to making such disclosure. In particular, to the extent that Counterparty discloses the Personal Data of any of its employees to Hidden Road, Counterparty shall notify its employees of such disclosure and of the terms of this Clause 6. Individuals can exercise their rights in their Personal Data, such as access, correction or erasure (as applicable under the Applicable Privacy Laws) by contacting their relationship manager.

 

7. CONFIDENTIAL INFORMATION

Counterparty agrees to protect and treat as confidential proprietary information of Hidden Road and the third party relating to the Systems (“Confidential Information“), using the same care as it would in protecting its own information of a similar nature but no less than reasonable care, and not to disclose or use Confidential Information for any purposes other than to effectuate the terms of this Addendum, the Product Agreement or as required by Applicable Law. Counterparty will require each of its employees and agents who have access to same to be bound by a written undertaking or fiduciary duty prohibiting disclosure of Confidential Information of others.

 

8. DEFINITIONS

Terms used but not defined herein have the meaning set out in the Product Agreement. The following terms have the meanings ascribed to them below:

“Access Codes” means such codes including without limitation, login codes, secured IDs and passwords, as are provided to enable access to a System.

“Applicable Privacy Laws” means all applicable data protection laws, rules and regulations relating to personal data, including the EU Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 and Regulation 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to processing and free movement of personal data and other data protection laws as they may be amended or replaced from time to time, any applicable national laws, rules and regulations implementing the foregoing.

“Electronic Means” means any method of communication using an electronic or telecommunications system or network, other than verbal communication between individuals, and including the internet or any use of a website’s functionality or email communication.

“Hidden Road Entity” means Hidden Road and any company in which Hidden Road, or any successor company or parent company of Hidden Road has a material control or provides services to, including without limitation, subsidiaries or joint ventures.

“Loss” means expenses, costs, losses, damages, liabilities, demands, charges, claims, penalties, fines and taxes (including withholding taxes) of any kind or nature (including legal expenses and attorneys’ fees).

“Order” means any order, direction or instruction from the Counterparty pertaining to the provision of services by any Hidden Road Entity pursuant to a Product Agreement, including without limitation, an instruction to enter into a transaction.

“Product Agreement” means the Digital Assets Credit Intermediation Agreement between you and Hidden Road.

“System” means (a) any functionality, capability or information provided through Electronic Means by means of which any Hidden Road Entity may provide services (including any services provided on behalf of the relevant Hidden Road Entity by a third party) pursuant to this Addendum or any Product Agreement; or (b) any system provided by a third party directly or indirectly to the Counterparty.