Quidax Terms and Conditions of Use

Last Updated 23 April, 2018

Acceptance Of Terms

Thank you for choosing Quidax. The following Terms and Conditions (the “Terms”) apply to any person that registers for and/or opens a Quidax Account through Quidax.com or any associated mobile or web applications, website, or APIs.

The Terms constitute a legally binding agreement between you and Quidax Payments Limited (“Quidax”), a company incorporated under the laws of the Federal Republic of Nigeria and govern your access to and use of the Quidax cryptocurrency exchange platform (the ‘‘Platform’’). For further information on Quidax Payments Limited, and its operating subsidiaries, please see the [About page] on the Quidax website. For the purposes of these Terms, any reference to “we” “us” “our” “Quidax” and/or any similar term shall be construed as reference to Quidax Payments Limited.

By registering for and opening a Quidax Account, you unconditionally accept these Terms and agree to be bound by and act in accordance with them. You also accept and agree that you are solely responsible for understanding and complying with all laws, rules, regulations and requirements of the jurisdiction in which you live that may be applicable to your use of the Quidax website and/or your Quidax Account, including but not limited to, those related to, taxes or foreign currency transactions.

Please read these Terms carefully before using the Platform because they affect your legal rights and obligations.

Amendment Of Terms

Quidax may amend the Terms from time to time. You should visit the terms and conditions page on the Platform regularly to check when the Terms were last updated (as displayed at the top of this document) and to review the current Terms. We will do our best to notify you of any amendments to the Terms that we consider likely to materially affect your rights and obligations. Any such notice will be posted on the Platform, or sent to the email address associated with your Quidax Account.

The continued use of your Quidax Account, after any amendment to these Terms, constitutes your acceptance of the Terms, as modified by such amendment. If you do not accept the Terms, or any amendment to them, you must immediately stop using the Platform and your Quidax Account.

Registration And Onboarding

Where any part of the Platform requires you to register in order to use it, you are obliged to provide accurate and complete registration information. It is your responsibility to update and maintain any changes to that information by altering your details as appropriate.

The Platform shall allow you access to use registration areas of the Platform on the basis that:

  • You satisfy all the eligibility criteria stipulated in clause 3 below;
  • Your personal details including your email address and password are personal to you and may not be used by anyone else;
  • You shall not do anything to assist anyone who is not a registered user to gain unathorised access to any area of the Platform or use your account to carry out transactions on behalf of a third party;
  • You submit and consent to all verification of all KYC documentation, including but not limited to BVN validation and antimoney laundering checks that may be conducted by Quidax in compliance with applicable laws;
  • You will not use your Quidax Account for or in relation to any illegal or prohibited activity in violation of any laws, statutes, ordinances or regulations;
  • You shall not maliciously create accounts for the purpose of abusing the functionality of the Platform, or other users, nor do you seek to pass yourself off as another user;
  • You are responsible for all activities that occur under your account, regardless of whether the activities are undertaken by you, your employees or a third party (including a spouse, children and other relatives) and, except to the extent caused by our breach of this Terms.
  • We and our affiliates shall not responsible for unauthorized access to your account, and you will contact us immediately you notice an unauthorized third party may be using your account or if your account information is lost or stolen; and
  • You shall comply at all times with the terms herein (as may be amended from time to time).

By opening a Quidax Account, you expressly warrant and represent that:

  • You are 18 years of age or over and have full capacity to accept the Terms and enter any transaction available through the Platform;
  • You will not open, or attempt to open, a Quidax Account under any name except your own; or use your Quidax Account to carry out transactions on behalf of a third party;
  • You will follow the Quidax business account application process if you seek to open and use a Quidax Account for a non-individual legal entity (e.g. a company, trust or partnership);
  • You will not have more than one Quidax Account; use or access any Quidax Account other than your own; or assist any other person in obtaining unauthorised access to any Quidax Account;
  • You will provide security for transactions carried out through your Quidax Account by ensuring there is sufficient Local Currency or digital currency (as the case may be) in your Quidax Account in advance of any transaction;
  • You will not allow or facilitate the deposit of Local Currency into your Quidax Account unless that deposit is made in accordance with the Deposit Requirements stated on our website from time to time;
  • You will not allow or facilitate the withdrawal of Local Currency from your Quidax Wallet to a bank account held in the name of a third party (see Withdrawals);
  • You will not use your Quidax Account for or in relation to any illegal activity, any Prohibited Activity, in violation of any laws, statutes, ordinances or regulations, or in breach of Quidax’s Export Controls and Sanctions requirements;
  • You are not a national or resident of the United States of America. Reference in these Terms to “Local Currency” means fiat or government issued currency (e.g. NGN, USD, GBP, EUR).

We retain the absolute right to prevent you from accessing the Platform, without prejudice to any of our accrued rights, where the Platform, at our sole discretion, consider that you have, or are contravening the Terms.

By opening a Quidax Account you accept and agree that Quidax may, without further notice and in its sole discretion, terminate, suspend or restrict the account of any customer who uses, or who we reasonably suspect may be using, the Platform or any Quidax Account in a manner that is inconsistent with the letter or spirit of these Terms.

Risks

Before using the Platform, you should ensure that you understand the risks involved in buying, selling or trading digital currencies. Digital currency markets are volatile and prices can fluctuate significantly, which could result in sudden and significant increases or decreases in the value of your assets. This market volatility and other risks involved in buying, selling or trading digital currencies are explained on the risk warning page of the Quidax website. There may be additional risks not identified in these Terms or in the risk warning page.

You should carefully assess whether your financial situation and risk tolerance is suitable for buying, selling or trading digital currency. You accept and agree that you are solely responsible for any decision to buy, sell, trade or otherwise hold or deal with digital currency

Identity Verification

Quidax implements and maintains the highest standards of Know Your Customer (“KYC”) processes and controls as part of our commitment to combating fraud and assisting in the prevention of money laundering and terrorist financing. While our industry is largely unregulated, Quidax voluntarily adheres to local and international compliance standards in relation to customer due diligence, as explained on the Compliance page of the Quidax website.

To ensure we meet these standards, our customers are required to provide certain personal details and documents when opening a Quidax Account (“Identity Verification”). The nature and extent of the Identity Verification required will depend upon which of our supported countries you are resident in, and the deposit and withdrawal limits that you wish to apply to your Quidax Account. In certain circumstances, Quidax may also perform enhanced due diligence (“EDD”) procedures in relation to your Quidax Account. You accept and agree that you will remain subject to such procedures at all times.

Quidax reserves the right to, at any time:

  • restrict or suspend your Quidax Account when we, in our sole discretion, consider it necessary to carry out further Identity Verification and/or EDD; or
  • terminate your Quidax Account if you provide, or we suspect you have provided, false information or refuse to provide information we require for Identity Verification and/or EDD.

You accept and agree that there may be delays in accessing your Quidax Account, or in carrying out transactions through your Quidax Account, while we undertake any Identity Verification and/or EDD procedures.

Retention of information. Quidax is required to retain certain information and documentation obtained as part of the Identity Verification and EDD procedures. These requirements apply even when you have terminated your relationship with Quidax. We reserve the right to keep such information and documentation for the required period and you accept and agree that information and documentation you provide to Quidax may be retained by us, including following the closure of your Quidax Account.

The Quidax Wallet

The Quidax Wallet allows you to send, receive and store digital currency (together, “Quidax Wallet Transactions”).

Supported Digital Currencies. The Quidax Wallet is only available in relation to the digital currencies that Quidax, in its sole discretion, decides to support (“Supported Digital Currency” or “Supported Digital Currencies”). The Supported Digital Currencies may change from time to time. Under no circumstances should you attempt to carry out a Quidax Wallet Transaction in relation to a digital currency other than a Supported Digital Currency. In particular, but without limiting the generality of the foregoing, you accept and agree that you will have no access, entitlement or claim:

  • to any digital currency sent to a receive address associated with your Quidax Wallet where that digital currency is not a Supported Digital Currency; or
  • to any digital currency sent to a receive address associated with your Quidax Wallet, where that receive address is associated with another digital currency. For example, you will have no access, entitlement or claim to any Bitcoin Cash (BCH) sent to a Bitcoin (BTC) receive address.

Information about the Supported Digital Currencies can be found on the Fees and Features page of the Quidax website.

Local Currency in your Quidax Wallet. Local Currency deposited into your Quidax Wallet is solely for (1) the purchase of Supported Digital Currencies and/or (2) Withdrawal to an approved bank account (see Withdrawals). In certain countries we may also allow you to purchase specific goods and/or services from selected third parties using your Local Currency balance (for example, Airtime in South Africa). You accept and agree that any such purchase will be subject to these Terms.

Proceeds from the sale of Supported Digital Currencies will be credited to your Local Currency Quidax Wallet, less any applicable fees (as explained in Fees, and on the Fees and Features page of the Quidax website). Quidax does not pay interest on Local Currency or Supported Digital Currency balances held in your Quidax Wallet.

Transaction instructions. Quidax will process Quidax Wallet Transactions according to your instructions. You accept and agree that Quidax does not:

  • guarantee the identity of any user, receiver, or other party to a Quidax Wallet Transaction. You are solely responsible for ensuring all transaction details are correct, and you should carefully verify all transaction information prior to submitting transaction instructions to Quidax;
  • have any control over, or any liability in relation to, the delivery, quality or any other aspect of any goods or services that you may buy from or sell to any third party. Quidax shall not be responsible for, and will take no action in relation to, ensuring that any buyer or seller you transact with using your Quidax Wallet completes the relevant transaction or has the requisite authority to do so.

Receiving digital currency. You may receive Supported Digital Currency into your Quidax Wallet by providing the sender with a receive address generated in your Quidax Wallet. Your Quidax Wallet will only be credited with Supported Digital Currency sent to a receive address generated through your Quidax Wallet and associated with that Supported Digital Currency. For example, your Quidax Wallet will be credited with ETH when it is sent to an ETH receive address generated through your Quidax Wallet.

Funds received in error. In the event you know, suspect, or should reasonably know or suspect, that any Local Currency or digital currency has been credited to your Quidax Wallet (or to any bank account) in error, you must immediately notify Quidax of the error by submitting a ticket through the Quidax Help Centre. You accept and agree that you have no claim or entitlement to any Local Currency or digital currency received in error, and must immediately return such funds in accordance with the instructions received from Quidax.

Deposits

Where your identity has been verified, you may deposit Local Currency into your Quidax Wallet by depositing funds into a Quidax bank account (a “Deposit”).

Details of the Quidax bank account into which you must make the Deposit will be provided to you by Quidax, and any such bank account will be held and operated by a Quidax operating entity in your country or region (for more information on these entities, see the Company Information page on the Quidax website). You accept and agree that any information you provide to Quidax may be shared with such local entity, which will process Local Currency transactions in accordance with Quidax’s instructions.

The payment methods by which you may Deposit Local Currency will depend upon the country you are in, and are set out on the Fees and Features page of the Quidax website (for the purposes of these Terms, the “Supported Deposit Methods”). Where you have made a Deposit using a Supported Deposit Method, and have adhered to the Deposit Requirements (explained below), your Deposit will be allocated to your Quidax Wallet.

Due to legal and operational constraints, you must strictly adhere to the following Deposit requirements (the “Deposit Requirements”):

  • you may only make a Deposit from a bank account (or other Supported Deposit Method) held in your own name. You must not allow any third party to make a Deposit into your Quidax Wallet;
  • you may only Deposit Local Currency from a bank account (or other Supported Deposit Method) compatible with the deposit methods available in your country or region;
  • you may only make Deposits denominated in the Local Currency associated with your Quidax Wallet. For example, if you have a ZAR wallet, you must only make Deposits in South African Rand;
  • you must not use cash or cheques to make a Deposit. Quidax reserves the right to refuse any Deposit made by cash or cheque. Should Quidax decide, in its sole discretion, to allow a Deposit by cash or cheque on an exceptional basis, the allocation of such Deposit will be delayed to allow fraud and compliance checks to take place, and a Cash Deposit Penalty (see the Fees and Features page of the Quidax website) may be deducted from it. Any Quidax Account that receives more than one cash or cheque deposit may, at Quidax’s sole discretion, be suspended indefinitely.

You agree to abide by the Deposit Requirements and agree and accept that failure to do so may cause delay in or failure of any Deposit reflecting in your Quidax Wallet, and/or restriction, suspension or termination of your Quidax Account.

Allocation of deposits. When you request to make a Deposit through your Quidax Wallet, you will be provided with a Reference Number or Unique Deposit Amount. To permit timely and successful allocation of a Deposit to your Quidax Wallet, you must use the Reference Number or Unique Deposit Amount when you make an online bank transfer or use any other Supported Deposit Method. Quidax will not be responsible for any delay in or non-allocation of Deposits to your Quidax Wallet where you fail to specify the required Reference Number or Unique Deposit Amount.

Deposits may take time to reflect in your Quidax Wallet due to bank processing times, operational processes, and/or failure by you to adhere to the Deposit Requirements. Under no circumstances will Quidax have any liability to you in relation to any delay in or failure of a Deposit reflecting in your Quidax Wallet.

Quidax will make all reasonable efforts to allocate Deposits that do not meet the Deposit Requirements. However, any Deposits less than the Minimum Unallocated Deposit Amount that cannot be allocated within a one month period will be retained by Quidax and you accept and agree that you shall have no further claim or entitlement to such funds. The Minimum Unallocated Deposit Amount shall until otherwise determined by Quidax be USD10.00 or the equivalent in your Local Currency.

Withdrawals

Where you have added your local bank account details to your Quidax Account, you may withdraw funds from your Quidax Wallet to your bank account (a “Withdrawal”). Quidax will process Withdrawals in accordance with your instructions. You are solely responsible for ensuring that any Withdrawal instructions provided to Quidax, including the relevant bank account number, are complete and correct and you accept and agree that under no circumstances will Quidax be under any obligation to reverse or amend any Withdrawal.

Quidax will make all reasonable efforts to process Withdrawals each business day, in accordance with the Deposit and Withdrawal Schedule on the Quidax website, but you accept and agree that Quidax provides no guarantee in relation to the Withdrawal processing period.

Withdrawals to the bank account of any third party are expressly prohibited. You agree not to make, or attempt to make, any Withdrawal of funds from your Quidax Wallet to the bank account of a third party and accept that any such Withdrawal may be refused and/or result in the restriction, suspension or termination of your Quidax Account.

Fees

The fees applicable to transactions undertaken on the Platform can be viewed on the Fees and Features page of the Quidax website. Quidax reserves the right to change our fees at any time and will update the Fees and Features page accordingly. In certain circumstances, and at our sole discretion, Quidax may notify selected customers of a specific fee change, where we consider a change to be of particular relevance to such customers.

Send and Receive fees. You may be charged a fee to send Supported Digital Currency from your Quidax Wallet and/or to receive Supported Digital Currency into your Quidax Wallet. Fees will apply where Supported Digital Currency is sent to or received from a Supported Digital Currency address (e.g. a Bitcoin address); no fees will apply where Supported Digital Currency is sent to or received from a mobile telephone number or email address. Please see the Fees and Features page of the Quidax website for further information on send and receive fees.

Deposit and Withdrawal fees. All Withdrawals from your Quidax Wallet will incur a fee. Such fees differ by country and are set out on the Fees and Features page of the Quidax website. Some Deposits made using a Supported Deposit Method may incur a fee, as set out on the Fees and Features page, and cash Deposits may incur a Cash Deposit Penalty (see Deposits). Such fees will be displayed in your transaction history upon completion of the transaction.

Instant Buy and Sell fees. The quoted exchange rate in relation to any buy or sell order placed using the Instant Buy and Sell service will include an amount to reflect Quidax’s facilitation of the relevant trade, the percentage of which will vary with market conditions (see Instant Buy or Sell).

Trade fees. Quidax applies a [Maker / Taker fee structure] for customers using the Platform, which is explained in the Quidax Help Centre. Please consult the Fees and Features page of the Quidax website for further information on applicable Maker and Taker fees. Quidax will, at the time of any transaction on the Platform, notify you of any fees that will apply to the transaction. By proceeding with any transaction, you accept and agree to the applicable fees. Such fees will also be displayed in your transaction history upon completion of the transaction.

Account Security

Quidax takes security very seriously and the measures we have in place to protect your Quidax Account are explained on the Security page of the Quidax website. However, you are solely responsible for:

  • maintaining adequate security and control over your Quidax Account sign-in details, including but not limited to any passwords, personal identification numbers (PINs), API keys, or any other codes associated with your Quidax Account;
  • enabling any additional security features available to you, including the activation of two factor authentication on your Quidax account (see the Quidax Help Centre);
  • keeping your contact details up to date so that you can receive any notices or alerts we may send to you in relation to security (see Electronic Communications);
  • maintaining security and control over the email mailbox, phone number and twofactor authentication applications or devices associated with your Quidax Account.

Failure to take the above measures, and any other security measures available to you, may result in unauthorised access to your Quidax Account and the loss or theft of any digital currency and/or Local Currency balances held in your Quidax Wallet or any linked bank account(s). Quidax shall have no liability to you for or in connection with any unauthorised access to your Quidax Account, where such unauthorised access was due to no fault of Quidax, and/or any failure by you to act upon any notice or alert that we send to you.

The security of your Quidax Account may be compromised, or interruption caused to it, by phishing, spoofing or other attack, computer viruses, spyware, scareware, Trojan horses, worms or other malware that may affect your computer or other equipment. Quidax strongly recommends that you regularly use reputable virus screening and prevention software and remain alert to the fact that SMS, email services and search engines are vulnerable to spoofing and phishing attacks.

Care should be taken in reviewing messages purporting to originate from Quidax and, should you have any uncertainty regarding the authenticity of any communication, you should log in to your Quidax Account through the Quidax website (specifically, https:// www.quidax.com, and not any other domain name or website purporting to be, or to be related to, Quidax) to review any transactions or required actions.

To the maximum extent permitted by applicable law, you accept and agree that you have full responsibility for all activity that occurs in or through your Quidax Account and accept all risks of any unauthorised or authorised access to your Quidax Account.

Private keys. Quidax securely stores all Supported Digital Currency private keys (“Private Keys”) associated with any Quidax Account. You accept and agree that Quidax shall retain full ownership and control of the Private Keys associated with your Quidax Account and that you shall have no control of, access to, or the ability to use, such Private Keys. For example, but without limiting the generality of the foregoing, Quidax will not:

  • accept or adhere to any instruction to sign any data with a Private Key;
  • give access to any funds associated with your private keys, other than those of the Supported Digital Currency associated with your digital currency wallet;
  • allow the creation of any receive addresses associated with a Private Key other than receive addresses created through your Quidax Wallet. Quidax will not credit to your Quidax Wallet any digital currency associated with a Private Key other than where such funds have been received via a receive address generated through your Quidax Wallet.

Service Availability

While we will do everything we can to provide continuous operations, Quidax does not provide any warranty in relation to the availability of the Platform or your Quidax Account. Without limiting the generality of the foregoing, we do not guarantee continuous access to the Platform or your Quidax Account and make no representation that the Platform, Quidax API, your Quidax Account and/or any products or services offered therein will be available without interruption; or that there will be no delays, failures, errors, omissions or loss of transmitted information.

Transactions On Digital Currency Networks

When you use your Quidax Account to send or receive digital currency, the transaction must be confirmed and recorded in the public ledger associated with the relevant digital currency network (e.g. the Bitcoin network or the Ethereum network). That digital currency network is solely responsible for verifying and confirming any such transactions. Quidax cannot confirm, cancel or reverse transactions on a digital currency network, other than confirming to you that the network has completed the transaction. You accept and agree that:

  • Once submitted to a digital currency network, a transaction will be unconfirmed for a period of time pending sufficient confirmation of the transaction by the network. A transaction is not complete while it is in a pending state. Funds associated with transactions that are in a pending state will be designated accordingly, and will not be included in your Quidax Wallet balance or be available to you to conduct transactions;
  • When you send digital currency from your Quidax Account, you are authorising us to submit your transaction request to the relevant digital currency network. Once a transaction request has been submitted to the relevant digital currency network, the network will automatically complete or reject the request and neither you or Quidax will be able to cancel or otherwise modify your transaction.
  • Digital currency networks are operated by decentralised networks of independent third parties. They are not owned, controlled or operated by Quidax so we cannot ensure that any transaction details you submit will be confirmed by the relevant digital currency network. You agree that any transaction details you submit may not be completed, or may be substantially delayed, by the digital currency network used to process the transaction.

Network protocols and operating rules. The underlying software protocols that govern the operation of the Supported Digital Currencies are open source. Accordingly, anyone can use, copy, modify, and distribute them and Quidax has no ownership of or control over these protocols. By using the Platform, you accept and agree that:

  • Quidax is not responsible for the operation of any digital currency network’s underlying software protocols and makes no guarantee as to their availability, security, or functionality; the underlying software protocols are subject to sudden changes in operating rules (known as “forks”), and that such forks may materially affect the value, function, and/or name of any digital currency you store in your Quidax Account. Should a fork occur, Quidax may, with or without notice to you, temporarily suspend our operations and, in our sole discretion, decide whether or not to support either branch of the forked protocol entirely; and
  • in the event Quidax decides not to support a branch of a forked protocol, you will not be given access to the assets on that fork. Those assets will be securely held by Quidax and we will not buy or sell them.

Default And Default Remedies

Each of the following constitutes an "Event of Default":

  • your failure to make any payment to us or to any Associated Company of ours in accordance with the conditions set out this Terms;
  • your failure to perform any obligation due to us;
  • where any Transaction or combination of Transactions or any realised or unrealised losses on any Transactions or combination of Transactions opened by you results in your exceeding any credit or other limit placed on your dealings;
  • the initiation by a third party of proceedings for your bankruptcy (if you are an individual) or for your winding-up or for the appointment of an administrator or receiver in respect of you or any of your assets (if you are a company) or (in both cases) if you make an arrangement or composition with your creditors or any other similar or analogous procedure is commenced in respect of you;
  • where any representation or warranty made by you in these Terms is or becomes untrue; f. if Quidax suspects that you are engaged in money laundering activities or terrorist financing or card fraud or other criminal activities; g. Quidax reasonably suspects that you opened the account fraudulently; h. you are or become unable to pay your debts as and when they fall due; or i. any other circumstance where we reasonably believe that it is necessary or desirable to take any action to protect ourselves or all or any of our other clients.

If an Event of Default occurs in relation to your Quidax Account with us or in relation to any account(s) held by you with an Associated Company of ours, we may, at our absolute discretion, at any time and without prior notice:

  • close or part-close all or any of your transactions based on the then prevailing quotations or prices in the relevant markets or, if none, at such levels as we consider fair and reasonable and/or delete;
  • restrict the your activities until Quidax can reasonably determine that an Event of Default occurred;
  • cancel or revoke any benefits awarded to you; and/or d. take legal action for any losses suffered by Quidax.

Indemnity And Limitation Of Liability

Neither we nor our directors, officers, employees or agents shall be liable for any losses, damages, costs or expenses incurred or suffered by you under these Terms unless arising directly from our or their respective gross negligence, wilful default or fraud. In no circumstances shall we have any liability for consequential loss or special damage.

We shall not be liable for any partial or non-performance of our obligations hereunder by reason of any cause beyond our reasonable control, including without limitation any breakdown, theft, destruction, malfunction or failure of transmission, communication or computer facilities, industrial action, acts and regulations of any governmental or supra national bodies or authorities or the failure of any relevant third party, intermediate broker, agent or principal of ourselves, custodian, sub-custodian, dealer, exchange, clearing house or regulatory or self-regulatory organisation, for any reason, to perform its obligations.

You will make all your own decision to access and/or use our Platform or to enter into or execute any Transaction and/or Contract. You acknowledge and agree that our Platform does not and will not serve as the primary basis for any of your investment decisions concerning your Quidax Account. You are solely responsible for any investment or trading decisions you make with respect to products identified on our Platform and neither we, nor our directors, officers, shareholders, partners, members employees, agents, service providers, legal representatives and/or Affiliates (together our ‘Associates’) shall be responsible for determining whether any Transaction you enter into is suitable, appropriate or advisable. Neither we, nor our Associates are and will be, by virtue of providing the Platform, an advisor or fiduciary for you or any Authorized Person.

We shall have no obligation to contact you to advise upon appropriate action in light of changes in market conditions (including, without limitation, Market Disruptions) or otherwise. You acknowledge that the Market in fixed income securities is highly speculative and volatile and that, following execution of any transaction, you are solely responsible for making and maintaining contact with us and for monitoring open positions and ensuring that any further instructions are given on a timely basis. In the event of any failure to do so, we can give no assurance that it will be possible for us to contact you and we accept no liability for loss alleged to be suffered as a result of any failure by you to do so. Without limitation, neither we, nor our Associates accept any liability by reason of any delay or change in market conditions before any particular Transaction is effected.

In no event will any liability of Quidax, its operating entities or any other affiliates (including their respective directors, members, employees or agents) arising in relation to your use of the Platform or your Quidax Account, exceed (in aggregate) the fees earned by Quidax in connection with your use of your Quidax Account in the one month period immediately preceding the event giving rise to the claim for liability

Without limitation, neither we nor any of our Associates shall be liable for any loss arising from any act or omission of any Agent, Broker, Authorized Person or other third party who performs services for you.

Representation Warranties

You represent and warrant to us, and agree that each such representation and warranty is deemed repeated each time you open or close a Transaction by reference to the circumstances prevailing at such time, that:

  • the information provided to us in your application form and at any time thereafter is true and accurate in all respects;
  • you are duly authorised to execute these Terms, to open each Transaction and to perform your obligations hereunder and thereunder and have taken all necessary action to authorise such execution, delivery and performance;
  • you will enter into this Terms and open each Transaction as principal;
  • any person representing you in opening or closing a Transaction will have been, and (if you are a legal entity) the person entering into this Terms on your behalf is, duly authorised to do so on your behalf;
  • where applicable, you have obtained all governmental or other authorisations and consents required by you in connection with this Terms and in connection with opening or closing Transactions and such authorisations and consents are in full force and effect and all of their conditions have been and will be complied with;
  • execution, delivery and performance of these Terms and each Transaction will not violate any law, ordinance, charter, by-law or rule applicable to you, the jurisdiction in which you are resident, or any agreement by which you are bound or by which any of your assets are affected;
  • if you are an employee or contractor of a financial services firm or any other firm that has control over the financial transactions in which its employees and contractors deal, you will give us proper notice of this and of any restrictions that apply to your dealing;
  • you will not use our prices for any purpose other than for your own trading purposes, and you agree not to redistribute our prices to any other person whether such redistribution be for commercial or other purposes;
  • you will use the services offered by us pursuant to these Terms in good faith and, to this end, you will not use any electronic device, software, algorithm, or any trading strategy (‘Device’) that aims to manipulate or take unfair advantage of the way in which we construct, provide or convey our prices. You agree that using a Device whereby in your dealings with us you are not subject to any downside market risk will be evidence that you are taking unfair advantage of us;
  • you have considered your own financial circumstances, needs and objectives and concluded that dealing in trading activities is appropriate for you. You warrant that you understand the risks, terms and conditions of Transactions entered into by trading on the Platform, (regardless of information supplied by Quidax) and are willing to take on those risks;
  • Quidax does not, nor do any of its directors, officers, agents or employees, guarantee repayment of capital or payment of Income in relation to any funds deposited or any Transactions undertaken;
  • no part of any funds remitted by you have been the proceeds of any illegal activity or used for any terrorist financing or money laundering activities. You agree to provide such information related to your business and financial affairs as may be reasonably requested by Quidax in order to comply with the Anti-Money Laundering Act or other legislative requirements; and

Market Abuse Prohibited Trading Techniques

You agree that you shall not take any action or enter into any course of conduct which would breach Applicable Regulations and/or will or may alter, distort or manipulate the relevant Underlying Market in relation to any Transaction contemplated by this Terms.

You shall not unlawfully access or attempt to gain access, reverse engineer or otherwise circumvent any security measures that we have applied to our Platform and/or computer system(s). If, at our sole discretion, we were to determine that you are in breach of this clause, we reserve the right to take all action as we see fit, including, without limitation, completely blocking your access to our Platform, blocking and/or revoking your Access Codes and/or terminating your Quidax Account. Under these circumstances, we reserve the right to seize any profits and/or revenues generated directly or indirectly by exercising any such prohibit trading activity and we shall be entitled to inform any interested third parties of your breach of this clause; we have, and will continue to develop any tools necessary to identify fraudulent and/or unlawful access and use of our Platform.

We shall have no obligation to contact you to advise upon appropriate action in light of changes in market conditions (including, without limitation, Market Disruptions) or otherwise. You acknowledge that the trades on the over-the-counter market in leveraged financial instruments is highly speculative and volatile and that, following execution of any Transaction, you are solely responsible for making and maintaining contact with us and for monitoring your open positions and ensuring that any further instructions are given on a timely basis. In the event of any failure to do so, we can give no assurance that it will be possible for us to contact you and we accept no liability for loss alleged to be suffered as a result of any failure by you to do so.

Without prejudice to any other provisions of this Terms, you agree to indemnify us and hold us, our Affiliates and any of our Associates, harmless from and against any and all liabilities, losses, damages, costs and expenses, including, without limitation, legal fees and expenses incurred in connection with and/or directly or indirectly related with, any fraudulent and/or unlawful access and use by you of our Platform and/or the prevention and/or remediation thereof, provided that any such liabilities, losses, damages, costs and expenses would not have not arisen, but for our gross negligence, fraud or wilful default.

The Company may allow you to manage more than one trading accounts on its Platform. Such offering is only available for the management of more than one trading accounts belonging to you. You hereby represent, warrant, and agree that you will not use this facility to manage trading accounts not belonging to you without obtaining the Company’s prior written consent.

Personal Data And Privacy

You acknowledge that by opening an account with us and opening or closing Transactions, you will be providing us with personal information within the meaning of the NITDA Draft Guidelines of 2017. You consent to us processing all such information for the purposes of performing the contract and administering the relationship between you and us. You consent to our disclosing such information:

  • where we are required to by law;
  • to Associated Companies;
  • to service providers and business partners with whom we have a mutual relationship;
  • to such third parties as we deem reasonable;
  • where it is necessary in order to prevent crime; and
  • to such third parties as we see fit to assist us in enforcing our legal or contractual rights against you including but not limited to debt collection agencies and legal advisors.

You authorise us, or our agents acting on our behalf, to carry out such credit and identity checks as we may deem necessary or desirable, including requesting a reference from your bank from time to time and you agree to assist us, where necessary, in obtaining such a reference.

You authorise us or our Associated Companies or any Trading Partner to telephone or otherwise contact you at any reasonable time in order to discuss any aspect of our business or of our Associated Companies’ business or of our Trading Partner’s business. If you do not wish us or our Associated Companies or our Trading Partners to so contact you for any direct marketing activities, you must inform us in writing.

Closure Of Your Account

You may close your Quidax Account by submitting a closure request via the Help Centre. Quidax will action such requests once (i) the sum of all Local Currency and digital currency balances in your Quidax Wallet(s) is below the Minimum Closure Amount; and (ii) no transactions have taken place in your Quidax Account for a period of at least 30 days. Such requirements are designed to protect you from loss and Quidax will not action a closure request until they are satisfied. You accept and acknowledge that, once your Quidax Account is closed:

you will have no further access to it;

  • Quidax will be under no obligation to notify you of, or provide to you, any digital currency sent to any receive address associated with your Quidax Account; and
  • Quidax reserves the right (but has no obligation) to delete all of your information and account data stored on our servers, and also reserves the right to retain any information that is required for legal or operational reasons.
  • If at the date of closure of your account any Local Currency or digital currency remains in your Quidax Wallet(s) (i.e. funds amounting to less than the Minimum Closure Amount), you accept and agree that Quidax shall retain such funds and that you shall have no further claim to them. The Minimum Closure Amount shall be USD10.00 or the equivalent in your Local Currency.
  • You accept and agree that Quidax shall not be liable to you or any third party in relation to the closure of your Quidax Account, the termination of access to your Quidax Account, or for the deletion of your information or Quidax Account data.

Restriction Suspension And Termination

  • Quidax reserves the right to restrict, suspend or terminate your Quidax Account where:
  • we reasonably suspect your Quidax Account to be the subject of an operational or other error, in which case we may be required to suspend access to your account until such time as the error is rectified;
  • we reasonably suspect your Quidax Account has been or is being used in relation to any unlawful, fraudulent or Prohibited Activity, or in breach of these Terms;
  • we reasonably suspect you or your Quidax Account is or has been associated with, or poses a high risk of, money laundering, financing of terrorism, fraud, or any other financial crime;
  • we reasonably suspect you of taking any action that Quidax considers to be a circumvention of Quidax’s controls, including but not limited to opening multiple Quidax Accounts;
  • we reasonably suspect your involvement in any attempt to gain unauthorised access to any Quidax Account;
  • your Quidax Account is or appears to be the subject of any legal, regulatory or government process and/or we, in our sole discretion, consider there to be a heightened risk of legal or regulatory non-compliance associated with your Quidax Account;
  • we are compelled to do so by a prima facie valid subpoena, court order, or other binding order of a government or regulatory authority; or
  • your name appears on a government or international body sanctions list.
  • Quidax will make all reasonable efforts to provide you with notice of any decision to restrict, suspend or terminate your Quidax Account, unless we are prevented from doing so by any legal or regulatory process or requirement, or where doing so may compromise Quidax’s security and/or risk management procedures. You accept and agree that Quidax is under no obligation to disclose to you the fact of or reason for any decision to restrict, suspend or terminate your Quidax Account, and shall have no liability to you in connection with the restriction, suspension or termination of your Quidax Account.

Financial Advice

Under no circumstances does any information contained on the Platform, or provided to you through your Quidax Account or by any employee, agent or affiliate of Quidax, constitute financial, investment or other professional advice.

You are solely responsible for any decision to store, buy or sell digital currency, and such decision should take into account your risk tolerance and financial circumstances. For more information on the risks involved, see Risks and the Risk Warning on the Quidax website. You should consult your legal or tax professional in relation to your specific situation.

Taxes

You are solely responsible for determining whether, and to what extent, any taxes apply to any transactions you carry out through your Quidax Account, and for withholding, collecting, reporting and remitting the correct amounts of tax to the appropriate tax authorities.

Prohibited Activities

You must not use your Quidax Account to undertake any of the activities or categories of activity set out in this section (each a “Prohibited Activity”):

  • violation of any laws, statutes, ordinance or regulations;
  • undertaking, facilitating or supporting criminal activity of any kind, including but not limited to, money laundering, terrorist financing, illegal gambling operations or malicious hacking;
  • abusive activity, including but not limited to:

    • imposing an unreasonable or disproportionately large load on Quidax’s infrastructure, or otherwise taking any action that may negatively affect the performance of the Platform or Quidax’s reputation;
    • attempting to gain unauthorised access to the Platform or any Quidax Account;
    • transmitting or uploading any material to the Platform that contains viruses, Trojan horses, worms, or any other harmful programmes; or
    • transferring your Quidax Account access or rights to your Quidax Account to a third party, unless as required by law or with Quidax’s prior consent.
  • paying in to or otherwise supporting pyramid schemes, Ponzi schemes, matrix programmes, “get rich quick” schemes, multi-level marketing programmes or high-yield investment programmes;
  • fraudulent activity, including but not limited to taking any actions that defraud Quidax or a Quidax customer, or the provision of any false, inaccurate, or misleading information to Quidax;
  • transactions involving items that may help facilitate or enable illegal activity; promote or facilitate hate, violence or racial intolerance; are considered obscene; or may be stolen goods or the proceeds of crime;
  • transactions involving TOR markets, online gambling sites or mixers;
  • sale or purchase of narcotics or controlled substances; and
  • intellectual property infringement.

By opening a Quidax Account, you confirm that you will not use your account to undertake any of the above-listed Prohibited Activities or any similar or related activity.

Activities subject to the prior written approval of Quidax. Unless you have obtained the prior written approval of Quidax, you accept and agree that you will not use your Quidax Account to conduct or operate any of the following business activities or categories of activity:

  • money services, including but not limited to money or digital currency transmission, currency or digital currency exchange or dealing, payment service providers, e-money or any other financial services business;
  • gambling or gaming services;
  • charitable or religious / spiritual organisations;
  • consumer lending services, including but not limited to secured and unsecured loans, cash advances, payday lending;
  • investment funds, asset management, or brokerage services.

We reserve the right to restrict, suspend or terminate your Quidax Account if we suspect, in our sole discretion, that you are using, or have used, your Quidax Account in association with any of the activities listed above, or any similar or related activity, without having obtained the prior written approval of Quidax.

Disclaimer Of Warranties

The Platform, your Quidax Account and any related products or services are offered on a strictly “as-is” and “where-available” basis and Quidax expressly disclaims, and you waive, all warranties of any kind, whether express or implied. Without limiting the generality of the foregoing, the Platform, your Quidax Account, and any related products or services are offered without any warranty as to merchantability or fitness for any particular purpose.

Some jurisdictions do not allow the disclaimer of implied terms in consumer contracts, so some or all of the disclaimers in this section may not apply to you.

Limitation Of Liability

In no event shall Quidax, its operating entities or any other affiliates (including their respective directors, members, employees or agents) be liable to you for any direct, indirect, special, consequential, exemplary or punitive damages or any other damages of any kind, including but not limited to loss of profit, loss of revenue, loss of business, loss of opportunity, loss of data, whether in contract, tort or otherwise, arising out of or in any way connected with your use of, inability to use, or unavailability of the Platform and/ or your Quidax Account, including without limitation any damages caused by or resulting from any reliance upon any information received from Quidax, or that result from mistakes, omissions, interruptions, deletion of files or email, errors, defects, viruses, delays in operation or transmission or any failure of performance, whether or not resulting from a force majeure event, communications failure, theft, destruction or unauthorised access to Quidax’s records, programmes or services.

In no event will any liability of Quidax, its operating entities or any other affiliates (including their respective directors, members, employees or agents) arising in relation to your use of the Platform or your Quidax Account, exceed (in aggregate) the fees earned by Quidax in connection with your use of your Quidax Account in the six month period immediately preceding the event giving rise to the claim for liability.

The above limitations of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction. Because some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages, some of the limitations in this section may not apply to you.

Force Majeure

Quidax will not be liable for any loss resulting from your use of the Platform, including, but not limited to, failure of electronic or mechanical equipment or communication lines, telephone or other interconnect problems, unauthorized access, the malfunction of electronic or mechanical equipment, personal computer and any lines thereto, theft, operator errors, or due to any "force majeure" (e.g., severe weather, earthquake, flood, fire or other acts of God), and strikes or other labour problems, or to any other cause beyond the reasonable control of Quidax.

Closure Of Your Account

You may close your Quidax Account by submitting a closure request via the Help Centre. Quidax will action such requests once (i) all sums in your Quidax Account is below the Minimum Closure Amount; and (ii) no transactions have taken place in your Quidax Account for a period of at least 30 days. Such requirements are designed to protect you from loss and Quidax will not action a closure request until they are satisfied.

You accept and acknowledge that, once your Quidax Account is closed:

  • you will have no further access to it; Quidax will be under no obligation to notify you of, or provide to you, any digital currency sent to any receive address associated with your Quidax Account; and Quidax reserves the right (but has no obligation) to delete all of your information and account data stored on our servers, and also reserves the right to retain any information that is required for legal or operational reasons.

If at the date of closure of your Quidax Account any fund remains in your Quidax Account (i.e. funds amounting to less than the Minimum Closure Amount), you accept and agree that Quidax shall retain such funds and that you shall have no further claim to them. The Minimum Closure Amount shall be USD5.00 or the equivalent in your Local Currency.

You accept and agree that Quidax shall not be liable to you or any third party in relation to the closure of your Quidax Account, the termination of access to your Quidax Account, or for the deletion of your information or Quidax Account data.

Restriction Suspension And Termination

Quidax reserves the right to restrict, suspend or terminate your Quidax Account where:

  • we reasonably suspect your Quidax Account to be the subject of an operational or other error, in which case we may be required to suspend access to your account until such time as the error is rectified;
  • we reasonably suspect your Quidax Account has been or is being used in relation to any unlawful, fraudulent or prohibited activity, or in breach of these Terms;
  • we reasonably suspect you or your Quidax Account is or has been associated with, or poses a high risk of, money laundering, financing of terrorism, fraud, or any other financial crime;
  • we reasonably suspect you of taking any action that Quidax considers to be a circumvention of Quidax’s controls, including but not limited to opening multiple Quidax Account;
  • we reasonably suspect your involvement in any attempt to gain unauthorised access to any Quidax Account;
  • your Quidax Account is or appears to be the subject of any legal, regulatory or government process and/or we, in our sole discretion, consider there to be a heightened risk of legal or regulatory non-compliance associated with your Quidax Account;
  • we are compelled to do so by a prima facie valid subpoena, court order, or other binding order of a government or regulatory authority; or
  • your name appears on a government or international body sanctions list.

Quidax will make all reasonable efforts to provide you with notice of any decision to restrict, suspend or terminate your Quidax Account, unless we are prevented from doing so by any legal or regulatory process or requirement, or where doing so may compromise Quidax’s security and/or risk management procedures. You accept and agree that Quidax is under no obligation to disclose to you the fact of or reason for any decision to restrict, suspend or terminate your Quidax Account, and shall have no liability to you in connection with the restriction, suspension or termination of your Quidax Account.

Upon termination of your Quidax Account, all amounts payable by you to us will become immediately due and payable including (but without limitation):

  • all outstanding fees, charges and commissions;
  • any dealing expenses incurred by terminating this Terms; and
  • any losses and expenses realised in closing out any Transaction or Contract, or settling or concluding outstanding obligations incurred by us on your behalf.

On termination, we shall complete all Transactions and/or Contracts that are already entered into or under execution and these Terms and Conditions shall continue to bind both parties in relation to such Transactions and/or Contracts. We shall be entitled to deduct all amounts due to us before transferring any credit balances to you and we shall be entitled to postpone such transfer until any and all Transactions and/or Contracts between you and us are closed. Furthermore, we shall be entitled to require you to pay any charges incurred in transferring your investments.

In the event that you involve us, directly or indirectly, in any type of fraud, we reserve the right, at our sole discretion and without prejudice to any other rights we may have under this Terms, to reverse all previous Transactions and/or Contracts, which would or could place our interests and/or any of our (other) clients’ interests at risk.

Queries Complaints And Disputes

All queries and complaint should be raised with our customer support department through the support page on the platform.

Without prejudice to any of our other rights to close a Transaction under this Terms, in any case where we are in dispute with you in respect of a Transaction or alleged Transaction or any communication relating to a Transaction, we may, at our absolute discretion and without notice, close any such Transaction or alleged Transaction, where we reasonably believe such action to be desirable for the purpose of limiting the maximum amount involved in the dispute, and we will not be under any obligation to you in connection with any subsequent movement in the level of the Transaction concerned.

This Terms and each Transaction entered into with you is in all respects governed by Nigerian Law and the courts of Nigeria will have non-exclusive jurisdiction to settle any disputes that may arise in relation thereto.