Terms and Conditions

1. INTRODUCTION

1)

The Terms and Conditions set out the rules for the provision of the Services by SB Systems.

2)

SB Systems is entered in the Register of Activities in the Field of Virtual Currencies under number RDWW – 1258, kept by the Director of the Tax Administration Chamber in Katowice.

2. DEFINITIONS

1)

Contact details SB Systems: contact details where SB Systems can be contacted: a. telephone: +49 176 58346541 b. e-mail: [email protected] c. mailing address: SB Systems sp. z o.o., BARTYCKA street 22B, 00-716 Warsaw, Poland.

2)

Order: any order, instruction or statement, including an order to execute a Transaction, directed by the Client to SB Systems under the Terms and Conditions or any other regulations applicable between SB Systems and the Client.

3)

Working Day: every day except Saturdays, Sundays and public holidays in the Republic of Poland.

4)

Virtual Currency Buying and Selling: the SB Systems service described in Point IV of the Terms and Conditions.

5)

KC: Act of 23 April 1964. - Civil Code.

6)

Client: the individual who has entered into the Contract with SB Systems. An individual from the United Kingdom cannot be accepted as Client and therefore cannot enter into the Contract with SB Systems. A person or entity acting on behalf of an individual cannot be accepted either.

7)

Transaction: purchase or sale by the Client to/from SB Systems of Virtual Currencies for legal tender (FIAT).

8)

Terms and Conditions: these Terms and Conditions.

9)

Website: the SB Systems website at swap-bridge.com.

10)

SB Systems: SB Systems sp. z o.o. with its registered office in Warsaw, at Bartycka Street, 22B-21A Warsaw (00-716), entered into the Register of Entrepreneurs of the National Court Register kept by the District Court for the Capital City of Warsaw in Warsaw, XIII Commercial Division of the National Court Register, under KRS number 0001097133, NIP 5214063845, REGON 52822215700000.

11)

UAML: Act of 1 March 2018 on Prevention of Money Laundering and Financing of Terrorism.

12)

Contract: the contract governing the provision by SB Systems of the Services described in these Terms and Conditions.

13)

UPK: Act of 30 May 2014 on consumer rights.

14)

Virtual Currency: a digital representation of a value that is not: a. legal tender issued by the National Bank of Poland, foreign central banks or other public administration authorities, b. an international unit of account established by an international organisation and accepted by individual countries belonging to or cooperating with that organisation, c. electronic money within the meaning of the Act of 19 August 2011 on payment services, d. a financial instrument within the meaning of the Act on Trading in Financial Instruments of 29 July 2005, e. a bill of exchange, a promissory note or a cheque, and it may be exchanged for legal tender and accepted as a medium of exchange in economic transactions, and may be stored or transferred electronically or traded electronically.

3. CONCLUSION OF THE CONTRACT

1)

The Contract is concluded on the Website, as part of the process of ordering a Transaction. The purpose of a Transaction may only be to serve investment activities. The Contract will be considered concluded when SB Systems informs the Client about the successful provision of service in a message sent to the Client's email address or telephone number.

2)

In order to conclude the Contract, the potential Client shall: a. provide all data required by SB Systems; b. accept the Terms and Conditions and other required clauses; c. verify its e-mail address; d. enable for SB Systems to verify his/her identity and/or that of the persons representing the Client in the manner required by SB Systems; e. ensure that the person making any statements on behalf of the Client for the purpose of concluding the Contract is authorised to do so.

3)

Before concluding the Contract and also during the term of the Contract, SB Systems may request the Client: a. To confirm the data provided, including by sending the relevant documents; b. To enable for SB Systems to verify the identity of the Client and/or of the persons representing him, including through the tools indicated by SB Systems; c. To provide additional documents or information, in particular those necessary to verify the Client's identity.

4)

All information and data provided to SB Systems before and during the term of the Contract, including for the purpose of executing the Transaction, shall be truthful and not misleading.

5)

The Contract may also be concluded in a manner other than that described in this Point III of the Terms and Conditions if SB Systems so agrees with the given Client.

6)

The Terms and Conditions and other documents that SB Systems must provide to the Client in accordance with the law will be sent: a. in electronic form to the e-mail address provided by the Client; and/or b. in writing to the Client's home address or correspondence address; and/or c. by any other means specified on the Website.

7)

The Contract is concluded for an indefinite period and until the successful provision of service.

4. ORDERS

1)

SB Systems shall accept to execution the Orders correctly drawn up and submitted to SB Systems. Giving of an Order on the Website is made by approving it with the appropriate button. SB Systems may require additional actions to be performed in order to approve a given Order.

2)

SB Systems may refuse to carry out an Order that does not meet the requirements set out in the Terms and Conditions or in the Website, as well as in situations set out in the provisions of applicable law, including in the following cases: a. the Client has failed to provide Virtual Currencies or funds (FIAT) to execute the Order, b. there are irregularities in the content of the Order which make its execution impossible, c. the amount of the Transaction exceeds the amount of the transaction limit set by SB Systems or Client, d. a threat to the security of Virtual Currencies, e. suspected unauthorised use of the Client’s e-mail, f. failure to update data or the identity document of the Client or its representatives or its beneficial owners, g. in the cases specified in the UAML rules h. the order applies to Virtual Currencies not supported by SB Systems.

3)

If SB Systems refuses to execute the Order, it will inform the Client, unless this is contrary to law.

5. VIRTUAL CURRENCY BUYING AND SELLING

1)

As part of the Virtual Currency Buying and Selling the Client may: a. sell to SB Systems Virtual Currencies for legal tender (FIAT); b. buy from SB Systems Virtual Currencies for legal tender (FIAT).

2)

The Client shall agree with SB Systems on the Website the price for the sale or purchase of Virtual Currencies (exchange rate). The Transaction will be executed at the agreed exchange rate. If the Client does not provide Virtual Currencies or legal tender (FIAT) at the agreed time, SB Systems may refuse to execute the Transaction or execute it at the other exchange rate applied by SB Systems at the time of receipt of the Virtual Currencies or legal tender (FIAT).

3)

SB Systems shall transfer to the Client the Virtual Currencies or legal tender (FIAT) owed to the Client under the sale or purchase Transaction by the end of 5 Business Day following the day on which the sale or purchase Transaction was executed by SB Systems. Virtual Currencies are transferred to the wallet indicated by the Client within the Order. Legal tender (FIAT) are transferred to the Client's payment account indicated within the Order.

4)

SB Systems may chargé the fees payable by the Client from Virtual Currencies or legal tender owed to the Client in respect of sale or purchase Transactions.

5)

SB Systems shall not accept cash for sold Virtual Currencies. SB Systems shall not pay cash for bought Virtual Currencies.

6)

The Client may give an Order to execute a Transaction only on the Website.

7)

The transfer of legal tender (FIAT) from the Client to SB Systems and/or from SB Systems to the Client is necessary for the execution of a Transaction. The transfer of such funds is carried out by a separate entity duly authorised to be a payment service provider. SB Systems does not participate in or act as intermediary in the transfer legal tender (FIAT). SB Systems shall not provide payment services as defined by law.

8)

The Client may not cancel an Order to execute a Transaction received by SB Systems unless otherwise agreed with SB Systems or SB Systems makes such a feature available.

9)

When ordering a Transaction, the Client is obliged to provide all the required data and documents.

6. FEES

1)

The fees for the provision of services requested by bank transfer to one of SB Systems' accounts vary according to the risk level of the transaction and amount to up to 2.5 percent of the net transaction amount. If further manual checks are necessary in the context of money laundering regulations, the fees can increase by up to another 7.5 percent. The fees for the provision of services requested by receiving a personalised virtual IBAN and transferring to this account amount 10 percent.

2)

The relevant exchange rate is determined at the time of the exchange at SB Systems.

3)

The time of the transaction corresponds to the time of the payout.

4)

The fees are withheld from the transaction amount by SB Systems. A prior declaration of collection by SB Systems is not required.

5)

SB Systems shall be entitled to make available to the Client the amounts of Transaction received for the Client less any fees or commissions payable in connection with execution of that Transaction.

6)

In the event that a Client using the SB Systems Services is in arrears with payment of fees or commissions, SB Systems may refuse to provide the Services to that Client until the arrears are settled.

7)

If, after receiving funds from the Client to execute a Transaction, SB Systems refuses to execute the Transaction, it shall return these funds to the Client, less the handling fee indicated of 250 EUR.

7. SECURITY

1)

The Client's e-mail, payment account and Virtual Asset’s wallet verified by SB Systems may only be used by the Client.

2)

The Client must use SB Systems services in accordance with the provisions of these Terms and Conditions.

3)

In the event that the Client ascertains or suspects that to his e-mail address, have been or may have been accessed by an unauthorised person, the Client shall immediately report these circumstances to SB Systems. The notification shall be made to SB Systems Contact Details.

4)

The Client shall comply with the following security rules relating to the use of SB Systems’ services: a. check whether the browser does not display any warnings related to the security certificate of the Website; b. read the Order carefully; c. not to confirm Orders that have not been ordered by the Client and to immediately inform SB Systems of receipt of a message requesting confirmation of such an Order; d. keep his/her operating system and browser up to date; e. use only devices with installed and updated anti-virus software; f. not use untrusted devices to use the Website or devices on which other users are logged in; g. not use public Wi-Fi networks to use the Website; h. do not open attachments or links from suspicious e-mails or text messages (with errors, typos, grammatical mistakes, from a different address than the official one, from unknown persons or organisations); i. read and comply with the SB Systems information on risks that SB Systems posts on the Service; j. not to make available to third parties the devices which the Client uses the Website.

8. COMPLAINTS

1)

The Client may send a complaint: a. to the SB Systems e-mail address given in the Contact Details; or b. to the SB Systems registered office or correspondence address given in the Contact Details.

2)

The complaint should contain the name and surname of the Client and a description of the reason for the complaint.

3)

SB Systems shall consider the complaint as soon as it is received, but no later than within 14 days of receipt.

4)

In particularly complicated cases, making it impossible to consider the complaint, SB Systems may request additional information or documents. Failure to provide such information or documents shall not be an obstacle to reply to the complaint.

5)

SB Systems replies to complaints: a. to the correspondence address provided by the Client; or b. to the electronic address provided by the Client; or c. on another durable medium.

6)

The Client or the person to whom the conclusion of the Contract has been refused, being a consumer, has the right to make use of out-of-court settlement of disputes: a. by the locally competent Municipal Consumer Ombudsman or District Consumer Ombudsman; b. concerning a contract concluded via the Internet or any other electronic channel, via the ODR platform operating in the countries of the European Union, available on the website at http://ec.europa.eu/consumers/odr/

7)

The court competent to settle disputes related to the conclusion and performance of the Contract concluded with: a. Client who is a consumer within the meaning of Article 221 of the KC - is a court with local jurisdiction, determined in accordance with the provisions of the Code of Civil Procedure; b. The Client who is not a consumer within the meaning of Article 221 of the KC - is the competent local authority for the registered office of SB Systems.

9. TERMINATION

1)

The contract may be terminated by mutual Contract of the parties or by notice of termination. The period of notice shall be 30 days.

2)

Notice of termination of the Contract: a. the Client shall send to SB Systems' registered office address or to SB Systems' email address as specified in SB Systems' Contact Details; b. SB Systems shall send to the Client's registered office address, correspondence address, residential address or e-mail address.

3)

If the Contract is terminated by the Client, the Client shall be entitled to withdraw the notice of termination until the expiry of the notice period.

4)

SB Systems may only terminate the Contract for one or more of the following valid reasons: a. the Client used or attempted to use the SB Systems’ services, to commit a criminal offence or any other unlawful act; b. the Client provided false information for the purpose of concluding a Contract with SB Systems; c. the Client provided false information for the purposes of the Transaction; d. the Client has not ordered any Transaction for at least 6 months prior to receiving the notice of termination; e. the Client is at least 30 days late in paying any amounts due to SB Systems under the Contract; f. SB Systems decides to close the Website (in which case all Clients will receive a notice of termination from SB Systems); g. the Client has intentionally or with gross negligence used SB Systems services for illegal purposes; h. there is a reasonable suspicion that funds transferred for the purpose of a Transaction originate from or are connected with criminal activity; i. SB Systems cannot execute the financial security measures referred to in the UAML against the Client.

10. WITHDRAWAL FROM THE CONTRACT

1)

The Client, who is a consumer within the meaning of the Civil Code or an entrepreneur running a sole proprietorship, may withdraw from the Contract without giving any reason by making a statement: a. in writing. The statement of withdrawal shall be sent to the registered office or postal address of SB Systems; b. within 14 days from the date of conclusion of the Contract with SB Systems or from the date of receipt of these Terms and Conditions, if later. The period for withdrawal from the Contract with SB Systems shall be deemed to have been observed if, before its expiry, the statement has been sent by the Client.

2)

In the event of withdrawal from the Contract with SB Systems, it shall be deemed not to have been concluded and the Client shall be released from all obligations. The Client shall not bear any costs associated with the withdrawal. What the parties have provided (with the exception of executed Transactions and fees and commissions for executed Transactions) shall be returned, within 30 days: a. from withdrawing from the Contract – in the case of Client benefits or b. from receipt of the declaration of withdrawal – in the case of SB Systems benefits.

3)

The Client shall pay for the services performed by SB Systems until the withdrawal from the Contract, at the conditions specified in the Terms and Conditions. The withdrawal has no effect on the Transactions performed by the Client up to the moment of withdrawal from the Contract.

11. LIABILITY

1)

Points XII.2 – XII.7 of the Terms and Conditions apply only to Clients who have concluded a Contract and use SB Systems services as a consumer, within the meaning of the provisions of the KC.

2)

SB Systems is responsible for the non-compliance of the services provided with the Terms and Conditions, which occurred or became apparent during the term of the Contract.

3)

In the event of improper performance of the services by SB Systems, the Client may exercise the rights regulated in chapter 5b of the UPK. If the service is performed contrary to the Contract, the Client may demand that it be brought into compliance with the Contract. SB Systems may refuse to bring the service into compliance with the Contract if bringing it into line with the Contract is impossible or would require excessive costs for SB Systems.

4)

In addition, if the services are non-compliant with the Contract, the Client may make a declaration to either reduce the price of the services or withdraw from the Contract, provided that: a. bringing the services into compliance with the Terms and Conditions is impossible or requires excessive costs pursuant to Article 43m(2) and (3) of the UPK; b. SB Systems has failed to bring the services into compliance with the Terms and Conditions within a reasonable time from the time SB Systems was informed by the Client of the non-compliance with the Terms and Conditions, and without undue inconvenience to the Client, taking into account nature of the Service and the purpose for which it is used; c. the non-compliance of the service with the Terms and Conditions continues even though SB Systems has attempted to bring the service into compliance with the Terms and Conditions; d. the service’s non-compliance with the Terms and Conditions is so significant as to justify either a reduction in price or withdrawal from the Contract without first resorting to a request to bring the service into compliance with the Terms and Conditions; or e. it is clear from SB Systems' statement or circumstances that SB Systems will not bring the service into compliance with the Terms and Conditions within a reasonable time or without undue inconvenience to the Client.

5)

The Client may not withdraw from the Contract pursuant to point XIV.4 above, if the services are provided free of charge or in exchange for the payment of a price, and the lack of compliance of the service with the Contract is immaterial.

6)

The reduced price must be in such proportion to the price resulting from the Contract, as the value of the services that do not comply with the Terms and Conditions remains to the value of the Terms and Conditions that comply with the Regulations. When reducing the price, the time during which the services remained non-compliant with the Contract should be taken into account. In the event of withdrawal, SB Systems is obliged to return the price only in the part corresponding to the service that is non-compliant with the Terms and Conditions and the service, the obligation to provide which dropped as a result of withdrawal from the Contract.

7)

SB Systems is obliged to reimburse the price due as a result of exercising the right to withdraw from the Contract or reduce the price immediately, no later than within 14 days from the date of receipt of the statement of withdrawal from the Contract or reduction of the price. SB Systems shall reimburse the price using the same method of payment as used by the Client, unless the Client expressly agreed to a different method of reimbursement, which does not involve any costs for Client.

12. ILLEGAL CONTENT

1)

The Client may not send or store illegal content on the Website, as well as content that: a. is used to commit fraud; b. incites violence or hatred; c. defames or insults any third party or group of people; d. violates the personal rights of any third party; e. contains profanity (taboo words) or other offensive content.

13. FINAL PROVISIONS

1)

The Client shall be fully liable for the consequences of any Orders given on the Website. SB Systems shall only be liable for Transactions ordered by unauthorised persons, which SB Systems has caused intentionally or through gross negligence. SB Systems' liability is entirely excluded if the Client's damage is due to force majeure or the application of legal provisions, including decisions of the competent public administration authorities.

2)

Pre-contractual relations and the Contracts shall be governed by Polish law.

3)

The language of the Contract as well as the language of communication between SB Systems and the Client shall be English and/or Polish.

4)

The Client undertakes to ensure that the person authorised to act for and on behalf of the Client, including making declarations of intent in connection with the execution of the Contract, Orders and/or Transactions, performs all the obligations provided for in the Contract, the Terms and Conditions and any other regulations or arrangements in force between the Client and SB Systems, including the obligations provided both to the Client and that person. Unless otherwise agreed, the acts and omissions of that person shall be treated as the acts and omissions of the Client.

5)

The Client shall bear the costs of using the means of distance communication, in particular the telecommunications network, according to the tariff of his operator.

6)

SB Systems does not provide advisory services in the field of Virtual Currencies, including the scope of making investments in Virtual Currencies or the suitability of Virtual Currencies for a given purpose. The fact that SB Systems provides services in relation to a particular Virtual Currency does not in any way mean that SB Systems endorses or encourages the use or purchase of that Virtual Currency.

7)

In the event of a change in the data provided to SB Systems, including contact details, the Client shall inform SB Systems immediately, no later than within 7 days of the change occurring. If the Client does not inform SB Systems of the change of the e-mail address specified within the period specified in the previous sentence, SB Systems will send all information and documents to the Client and contact the Client in accordance with the previously specified address. SB Systems may also suspend the provision of the services to the Client until the data is updated.

8)

If individual provisions of the Contract, including the Terms and Conditions, are found to be invalid or ineffective in whole or in part for any reason, the other provisions shall remain in effect.