Definitions and Key Terms
In these Terms, unless the context otherwise requires or unless otherwise defined in these Terms:
Beneficial Owner means the natural person(s) who ultimately owns or controls a corporate client or on whose behalf a transaction or activity is being conducted and includes, though not restricted to, a natural person who ultimately owns or controls, whether directly or indirectly, ten or more per cent of the shares or voting rights in a corporate client.
Business Day means any day which is not a Saturday, a Sunday or a public holiday in the British Virgin Islands on which banks are open for non-automated business.
Company means Structure Financial Inc. and is also referred to in these Terms as 'us', 'we' or 'our').
Directors means the directors from time to time of a corporate client.
Fee Schedule means the schedule of fees published by the Company and in effect from time to time for the Platform Services which may be varied in accordance with the variation provision of these Terms.
Members means the members from time to time of a corporate client.
Officers means the officers from time to time of a corporate client.
PEP meansan individual who is or has been entrusted with prominent public functions and members of his immediate family, or persons who are known to be close associates of such individuals.
Platform means the Company websites and App developed for mobile devices.
Platform Services means the services offered by the Company on the Platform.
Prohibited Jurisdiction means Australia, Canada, Japan, South Korea, the United States, all countries and jurisdictions on the OFAC Sanctions List (available at https://home.treasury.gov/policy-issues/office-of-foreign-assets-control-sanctions-programs-and-informationhttps://sanctionssearch.ofac.treas.gov/) and/or the UK Sanctions List (available at https://www.gov.uk/government/publications/the-uk-sanctions-list), and other jurisdictions that may be added to these Terms or otherwise published on our websites from time to time.
You: a person or authorized persons of a corporate client that is registered as a customer with the Company to open an account and use the Platform Services.
Eligibility & Prohibited Jurisdictions
By accepting these Terms, you affirm that you are (a) at least 18 years old, or the age of majority in your jurisdiction (if higher), and (b) have full power, capacity and authority to enter into this Terms on your behalf, and doing so will not violate any other agreement to which you are a party .
Our Platform is only available in certain jurisdictions. You cannot use the Platform in any Prohibited Jurisdiction. By accessing the Platform or using a particular Platform Service, you affirm that (a) you do not reside in a Prohibited Jurisdiction, and (b) you will only use the Platform when you are not located in a Prohibited Jurisdiction. We will update these Terms and/or our websites as geographic updates become available.
The Company hereby grants you a revocable, non-exclusive, non-transferable, limited license to download, install, and use the Platform strictly in accordance with these Terms. The Company may rescind this license without notice at the Company's sole discretion.
No representations or warranties of any kind in these Terms or on the Platform or Platform Services are intended or should be inferred with respect to the economic return from, or the tax consequences of, the purchase of any product listed on the Platform. No assurance can be given that existing laws will not be changed or interpreted adversely. Potential investors should not construe these Terms or any representations on the Platform as legal, tax or financial advice or recommendations. The Company and provider of the Platform expressly disclaim any responsibility or liability for inferences you choose to make with respect to any economic return or tax consequences of purchasing any product on the Platform.
The Company does not provide any legal, tax or investment advice (including on obligations, restrictions and reporting requirements) and it is incumbent on you to seek appropriate legal, tax and investment advice from qualified experts prior to accessing the Platform Services and prior to purchasing any product on the Platform. You agree not to hold us or any third party liable for any possible claim for damages arising from any self-directed decision you make based on the Platform or other information made available to you through the Platform or any third party websites. Past performance data should not be construed as indicative of future results.
The above information is for general guidance only. Before making a purchase on the Platform you should review this document carefully and in its entirety. You should consult with your legal, tax and financial advisers as to any legal, tax, financial or other consequences of subscribing for, purchasing, selling, holding, transferring, or disposing of products listed on the Platform in your country of citizenship, residence and/or domicile. You are responsible for making sure that your use of the Platform and Platform Services is appropriate for you.
Restrictions on Use of the Platform; Prohibited Persons
By accessing the Platform, you agree and undertake that neither you nor parties acting on your behalf will:
- license, sell, rent, lease, assign, distribute, transmit, host, outsource, disclose or otherwise commercially exploit the Platform or any information contained therein;
- modify, make derivative works of, disassemble, decrypt, reverse compile or reverse engineer any part of the Platform; or
- remove, alter or obscure any proprietary notice (including any notice of copyright or trademark) of the Company or its affiliates.
Breach of these restrictions will result in immediate cancellation of your account (if any) and restrictions on your ability to access or use the Platform or Platform Services, directly or indirectly.
The Platform and Platform Services may not be accessed or used directly or indirectly by, or accessed or used for the benefit of or at the direction of, whether directly or indirectly, any citizen or resident of a Prohibited Jurisdiction. The Company and provider of the Platform expressly disclaims any liabilities or obligations to any person that is a citizen or resident of a Prohibited Jurisdiction or is otherwise prohibited from accessing or using the Platform or Platform Services. The Terms, Platform, and Platform Services shall not be considered a solicitation or offer of any kind to any person in any Prohibited Jurisdiction or any other jurisdiction where such solicitation or offer would be illegal.
Modifications and Updates to the Platform
The Company reserves the right to modify, suspend or discontinue, temporarily or permanently, the Platform or any Platform Services, with or without notice and without liability to you.
The Company may from time to time provide enhancements or improvements to the features/functionality of the Platform, which may include patches, bug fixes, updates, upgrades and other modifications (collectively, the Updates).
The Updates may modify or delete certain features and/or functionalities of the Platform. By accessing the Platform, you agree that the Company has no obligation to (i) provide the Updates, or (ii) continue to provide or enable any particular features and/or functionalities of the Platform to you. You expressly agree to release, indemnify, and hold harmless the Company for any loss or damage arising from or relating to any Updates or discontinuation of the Platform or Platform Services.
You further agree that all Updates will be (i) deemed to constitute an integral part of the Platform, and (ii) subject to these Terms.
The Platform and its entire contents, features, and functionality (including all information, content, software, text, displays, images, video, audio, service marks, and the design, selection and arrangement thereof) (the Intellectual Property), are owned by the Company, its licensors or other providers of such material and are protected by local and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. You acknowledge that the Company, its licensors or other providers own the Intellectual Property, and you agree not to use any Intellectual Property without the express prior written consent of the Company, or respective licensor or provider. All rights reserved. The Platform Services may contain certain licensed materials, and our licensors may protect their rights in the event of any violation of these Terms.
The Intellectual Property may not be copied, modified, reproduced, republished, downloaded, publicly displayed, encoded, translated, transmitted, or distributed in any way (including by mirroring the Intellectual Property), in whole or in part, without the express prior written permission of the Company, except as is expressly provided for in these Terms. Any unauthorized use of the Intellectual Property is prohibited.
By submitting feedback or suggestions (Feedback) to the Company through the Platform Services or other means, you acknowledge and agree that (i) your Feedback does not contain confidential or proprietary information of you or any third party; (ii) we are not under any obligations of confidentiality with respect to the Feedback; (iii) we may freely use, reproduce, distribute, and otherwise utilize the Feedback for any purpose; and (iv) you are not entitled to any compensation of any kind from us.
Links to Other Websites
These Terms apply only to the Platform and Platform Services. The Platform Services may contain links to other websites not operated or controlled by the Company. We are not responsible for the content, accuracy or opinions expressed in such websites, and such websites are not investigated, monitored or checked for accuracy or completeness by us.
Your Compliance Obligations
You agree and undertake to promptly supply to the Company all such information, documents, instructions, and related items as requested by the Company from time to time so that the Company may meet its obligations under all applicable laws relating to the prevention of money laundering, terrorism financing, financial crime or breaches of international sanctions or any other laws applicable to the Company. You shall provide this information, documents, instructions, and related items to the reasonable satisfaction of the Company, including:
- details of the source of wealth and funds;
- evidence of your identity and address, or in the case of a corporate client, the identity and address of (i) the Members; (ii) the Directors and Officers; (iii) the Beneficial Owners; (iv) any person (or persons) granted a general authority or a power of attorney to conduct the affairs of the corporate client; and (v) any other person (or persons) on whose instructions the Company may act in relation to the corporate client; and
- such other information, documentation, instructions, or related items as the Company may from time to time require in relation to the you and in relation to a corporate client, its Directors, Members, Officers, Beneficial Owners or activities including in relation to the steps taken pursuant to the paragraph below.
- You represent and warrant for the benefit of the Company that:
- you will take all reasonable steps to satisfy the Company that all monies used to access the Platform and make investments pursuant to the Platform Services do not represent the proceeds of unlawful activity;
- you comply and will comply with all laws in any applicable jurisdiction; and
- in the case of a corporate client, that the corporate client and its Directors, Officers, Members and Beneficial Owners will not use the Platform or Platform Services to handle, transmit, conceal or in any way utilise or process funds related to the proceeds of any criminal conduct (including, without limitation, tax fraud or evasion, money laundering, drug trafficking, terrorism or false accounting).
- You shall notify the Company in writing as soon as practicable if:
- you know or have reasonable cause to believe that any of the information provided to the Company has changed or that the manner in which you or a Beneficial Owner holding their interest in or control of a corporate client has changed and provide details of any such changes to the satisfaction of the Company;
- you know or have reasonable cause to believe that any Member, Director, Officer or Beneficial Owner of the corporate client is or becomes a Politically Exposed Person (PEP); or
- you know or have reasonable cause to believe that the corporate client or any Member, Director, Officer or Beneficial Owner of the corporate client is subject to or affected by applicable sanctions or other restrictions.
- The Company may, without liability to you, refuse to perform any or all of its obligations under these Terms (or any other contracts or quasi-contracts with you, if any) if it determines that to do so would constitute a criminal or regulatory offence in the British Virgin Islands or would otherwise contravene a law of the British Virgin Islands, a court order, regulatory decision, public policy, the business ethics of the Company or any other laws or regulations which apply to the Company or its directors, officers or employees.
Fees and Distributions
No fees shall be charged to access the Platform. However, you shall be responsible for the payment of the fees associated for the purchase of any tokens listed on the Platform. Fees for which you are obligated to pay are listed in the Company's Fee Schedule, which is available at the following webpage: https://structure.fi/legal/fees
Fees are due immediately upon purchase. Tokens or listed products will not be issued until payment.
The Company shall have no obligation to supply Platform Services if you are in default concerning the payment of any fees or disbursements to the Company.
Accounts and Billing
All fees, expenses, and disbursements payable to the Company pursuant to these Terms shall be paid net of any taxes or surcharges from your account. Any fees or disbursements payable by you to the Company may be deducted from your account by way of set-off, unilaterally by the Company at any time and without notice.
The Company will use various forms of electronic communication in the course of performing its functions. With electronic communication there is a risk of non-receipt, delayed receipt, corruption, inadvertent misdirection or interception by third parties. The Company uses virus scanning software to reduce the risk of viruses and similar damaging items being transmitted through emails or electronic storage devices. The Company also expects you to operate such software. However, electronic communication is not totally secure.
You agree that the Company shall not be held responsible or liable whatsoever for any damage or loss caused by viruses, malicious actors, or any other events or for communications which are corrupted or altered after dispatch. By accessing the Platform and the Platform Services, you also agree that in connection with electronic communication, the Company shall not be liable whatsoever for any damage or loss caused as a result of non-receipt, delayed receipt, corruption, inadvertent misdirection or interception by third parties especially in relation to commercially sensitive or confidential material.
Any email communications to or from the Company may be monitored for operational or business reasons and used for lawful purposes at the sole discretion of the Company. By accessing the Platform, you consent to any form of recording and retention of any communication, information, and data exchanged between you and the Company or its representatives or agents.
Appointment of Agent
In the event of the appointment or purported appointment of any administrator, receiver, liquidator, administrative receiver, provisional liquidator or similar agent (the Agent) in relation to you, or any attempt by any person to enforce a charge over your issued shares (an Appointment), you agree that the Company may in its absolute discretion: (i) at your expense obtain and rely on advice from a reputable qualified lawyer in any relevant jurisdiction as to the powers of such Agent; (ii) comply with any requirements or requests of such Agent which it reasonably believes to be binding on it; and (iii) exercise its right to rely on instructions of an Agent appointed under a security document. You shall inform the Company of any Appointment in writing as soon as reasonably practicable after you become aware of such Appointment.
The Company may display, include or make available third-party content (including data, information, applications and other products or services) or provide links to third-party websites or services (Third-Party Services). By accessing the Platform and the Platform Services, you acknowledge and agree that the Company shall not be responsible for any Third-Party Services, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof.
The Company does not assume and shall not have any liability or responsibility to you or any other person or entity for any Third-Party Services.
Third-Party Services including any links are provided solely as a convenience. Any access of such services by you is entirely at your own risk and subject to such third parties' terms and conditions. Neither the Company nor the Third-Party Services providers explicitly or implicitly endorse or approve any Third-Party Service.
Term and Termination
Your obligation to comply with these Terms (except for any Terms that shall survive termination of your account, as indicated in these Terms) shall remain in effect until you or the Company terminate your account (if any) or the Company otherwise restricts your access to the Platform or Platform Services.
The Company may, in its sole discretion, at any time and for any reason, suspend or terminate your account and/or restrict or prohibit your access to the Platform or Platform Services with or without prior notice in accordance with these Terms, and do so effective immediately. The Company shall not be liable to you or any third party for the termination, suspension, or restriction of your access to the Platform or Platform Services, or any claims relating to such termination, suspension, or restriction. Without limiting the generality of the foregoing, the Company may suspend, freeze or terminate your account and/or restrict or prohibit your access to the Platform or Platform Services, as the Company considers necessary or advisable to ensure compliance with any of its obligations under applicable laws relating to the prevention of money laundering, terrorism financing, financial crime or breaches of international sanctions or any other laws applicable to the Company.
Any obligations the Company may have under these Terms will terminate immediately, without prior notice from the Company, in the event that you fail to comply with any provision of these Terms.
You may terminate your account by contacting us at [email protected].
Termination of your account will not limit any of the Company's rights or remedies at law or in equity in case of breach by you (during the term of this agreement) of any of your obligations under the present Terms. All such accrued rights and remedies shall survive termination of your account.
Limitation of Liability and Indemnity
Neither the Company nor any of its directors, officers, employees, agents, representatives, or shareholders (each an Indemnified Person) shall be liable for any loss or damage arising directly or indirectly out of or in connection with the use by you of the Platform or the related Platform Services except to the extent such loss or damage is primarily due to the gross negligence, willful default or fraud of the Company or the Indemnified Person, as established by a final non-appealable judgement of a court of competent jurisdiction.
HOWEVER, UNDER NO CIRCUMSTANCES SHALL THE COMPANY OR ANY INDEMNIFIED PERSON OR THE PROVIDER OF THE PLATFORM BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING ANY DAMAGES ARISING FROM THE LOSS OF DATA, PROFIT, REVENUE, INCOME, GOODWILL, OR OTHER INTANGIBLE LOSS OR ARISING OUT OF THE USE, OR THE INABILITY TO USE, THE MATERIALS ON THE PLATFORM OR THE PLATFORM SERVICES OR THE COST OF PROCURING SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH THE PLATFORM SERVICES OR ANY OTHER MATTER RELATING TO THE INTELLECTUAL PROPERTY OR PLATFORM OR PLATFORM SERVICES, EVEN IF THE COMPANY OR AN AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BY USING THE PLATFORM AND PLATFORM SERVICES, YOU EXPRESSLY EXCLAIM AND HEREBY WAIVE ANY CAUSES OF ACTION OR OTHER LEGAL RIGHT TO SEEK SUCH DAMAGES FROM THE COMPANY OR ANY INDEMNIFIED PERSON OR THE PROVIDER OF THE PLATFORM ARISING OUT OF SUCH CONDITIONS. IF YOUR USE OF MATERIALS FROM THIS PLATFORM OR PLATFORM SERVICES RESULTS IN THE NEED FOR SERVICING, REPAIR OR CORRECTION OF EQUIPMENT OR DATA, YOU ASSUME ANY COSTS THEREOF.
Without prejudice to the generality of Clauses 17.1 and 17.2 and subject to Clauses 17.1 and 17.2, neither the Company nor any Indemnified Person shall be liable for any loss or damage arising out of or in connection with any act or omission of any person, firm or company (other than the Company itself) through whom transactions on the Platform are effected for your account, including any party having custody or possession of the assets held in the Platform from time to time, or of any clearance or settlement system.
You agree and undertake to indemnify and keep indemnified the Company, acting for itself and as trustee for each Indemnified Person, from and against any and all liabilities, actions, suits, proceedings, claims, demands, costs, damages and expenses, including reasonable attorneys' fees, (each a Loss) which may be incurred by or asserted against the Company or any Indemnified Person in connection with the performance or non-performance of any of the Company's obligations under these Terms with respect to you, or any act, error, or omission of your use of your account or any user of your account, in connection with the Platform or Platform Services, including matters related to incorrect, incomplete, or misleading information; libel; invasion of privacy; infringement of a copyright, trade name, trademark, service mark, or other intellectual property; any defective product or any injury, loss or damage to person or property caused by any products sold or otherwise distributed through or in connection with the Platform or Platform Services; or violation of any applicable law.
Nothing in these Terms shall:
- exclude or restrict any duty or liability to you which the Company may have under applicable law, to the extent such duty or liability cannot be lawfully excluded or limited under applicable law; or
- require you to indemnify any Indemnified Person for any Loss that is held by a final non-appealable judgement of a court of competent jurisdiction to be primarily due to the gross negligence, willful default or fraud of the person seeking to rely on this indemnity.
- Subject always to the express provisions of these Terms, the limitations of liability and indemnification provided by these Terms shall not be deemed to be exclusive of any other rights to which those seeking indemnification may be entitled under any statute, agreement, or otherwise, and shall survive and continue after the termination of your account.
- The Company shall not be liable in tort, statutory duty, pre-contract or misrepresentation (other than fraudulent misrepresentation) or otherwise for (i) any consequential, indirect, special, incidental, punitive or exemplary loss; or (ii) any economic losses (including loss of revenues, profits, contracts, business or anticipated savings), arising out of or in connection with these Terms in each case whether or not the Company has been advised of the possibility of such loss or damage and howsoever incurred. For the avoidance of doubt the Company shall not be so liable for any loss of goodwill or reputation. The maximum liability of the Company under these Terms is limited (in the absence of fraud) to the cumulative total of all commissions paid to the Company by you or US$20,000, whichever is lower.
- This Limitation of Liability and Indemnity provision shall survive termination of your account.
Disclaimer of Any and All Warranties
The Platform and Platform Services are provided to you 'AS IS' and 'AS AVAILABLE' and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, the Company, on its own behalf and on behalf of its affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Platform or Platform Services, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, the Company provides no warranty or undertaking, and makes no representation of any kind that the Platform and the Platform Services will meet your requirements, achieve any intended results, be compatible or work with any other software, systems, services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected. You agree to use the Platform and Platform Services only at your own risk.
Without limiting the foregoing and as far as allowed by applicable law, the Company does not make any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Platform, or the information, content, and materials or products included thereon; (ii) that the Platform will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Platform; or (iv) that the Platform, its servers, the content, or e-mails sent from or on behalf of Structure are free of viruses, scripts, trojan horses, worms, malware, time bombs or other harmful components.
It is agreed between you and the Company that neither party shall, at any time, disclose to any other person, and that each party shall treat as confidential, any information relating to the business, finances or other matters of the other party, which such party has obtained as a result of its relationship with the other party under these Terms, save to the extent the information is or was:
- already known to the recipient from a source other than the other party without any obligation of confidentiality;
- in the public domain or becomes public knowledge otherwise than as a result of the unauthorised or improper conduct of the disclosing party;
- disclosed as required by any law or order of any court, tribunal or judicial equivalent, or pursuant to any direction, request or requirement (whether or not having the force of law) of any central bank, governmental, supervisory or other regulatory agency or taxation authority (provided that, if legally permissible, the recipient will promptly inform the other party of any such order, direction, request or requirement prior to disclosing any information);
- disclosed for business purposes to affiliates, professional advisors, service providers or agents, engaged by one of the parties, who receive the same under a duty of confidentiality;
- made available by a third party who is/was entitled to divulge such information and who is not under any obligation of confidentiality in respect of such information to the other party; or
- disclosed with the consent of the other party (including any consents contained under these Terms).
- The parties shall ensure that any confidential information provided to the other party in relation to any principals, affiliates, Beneficial Owners, Members, Directors, Officers, employees and agents (Subject Persons) of the disclosing party is provided with the consent of the relevant Subject Persons, which the disclosing party will be responsible for obtaining.
Nothing in these Terms shall prevent the disclosure of information by a party:
- to its auditors, insurers, legal, tax, or other professional advisers in the proper performance of its duties under these Terms;
- pursuant to any right or obligation to or by which such party may be entitled or bound to disclose information or under compulsion of law or pursuant to the requirements of competent regulatory or other authorities; or
- where the information is in the public domain otherwise than due to a breach of this Clause 19.
You acknowledge and agree that if any person who is resident in the British Virgin Islands (including the Company and its registered agent and their respective affiliates, advisors, shareholders, directors, officers, employees and agents) has a suspicion that a payment to the Company contains the proceeds of criminal conduct that person is required to report such suspicion pursuant to the BVI Proceeds of Criminal Conduct Act. You consent and agree to all such reports and disclosures in accordance with the BVI Proceeds of Criminal Conduct Act (without notice to you or your consent or approval).
Neither party shall do or commit any act, matter or thing which would or might prejudice or bring into disrepute in any manner the business or reputation of the other party or any director or partner of the other party.
By accessing the Platform and utilising the Platform Services, you acknowledge and accept that the Company may provide the Platform Services to any other person it may think fit whether for its own account or that of any other person or entity including, without limitation, any person or you may regard as a competitor or otherwise having interests adverse to you.
Nothing herein contained shall constitute a partnership between the parties hereto nor shall any employee, officer or director of the Company be deemed to be an employee of yours or entitled to any remuneration or other benefits from you.
Data Protection; Personal Data
You agree that the Company or other firms assisting us in the provision of the Platform Services, may collect, use, process, transfer, disclose to subcontractors or to your service providers or agents and store materials, data, information and content relating to you and/or your business or your affiliates, shareholders, officers, employee and agents, including personal data (Data) for the purposes of any of: (i) providing the Platform Services; (ii) internal, administrative, regulatory or compliance purposes and/or to maintain our administrative or client relationship management systems, including the use of IT outsource providers; (iii) security, quality and risk management reviews; and (iv) complying with any requirement of law, regulation or a professional body of which we are a member. You also agree that the Data may be transferred, disclosed, stored, processed and maintained by us electronically on servers, or in hard copy or original format in a number of different jurisdictions, including, any outside of the British Virgin Islands. As certain jurisdictions have strict laws around exporting restricted classes of data, you agree to advise us in writing immediately if any Data that may be disclosed to, or accessed by us or a subcontractor in performing the Platform Servicesis subject to export control restrictions under applicable law. You will not provide us with personal data unless the personal data is required for the performance of the Platform Services.
In respect of any personal data shared with us, you confirm you have the necessary authority for us to use and transfer it in accordance with these Terms, and that data subjects have been given necessary information regarding its use. You will comply with applicable data protection legislation in relation to any personal data shared with us in connection with these Terms.
You acknowledge and agree that you have read and understood the British Virgin Islands Privacy Notice posted at https://structure.fi/legal/privacy, the contents of which shall be deemed to be incorporated herein by reference in its entirety. You hereby agree and consent to all processing of personal data and other matters set forth in the Privacy Notice. Further, if personal data is provided by anyone other than a natural person (that is, a partnership, trust, corporation or other entity), you hereby undertake, represent and warrant that:
to the extent applicable, all such personal data has been collected, processed and transferred in accordance with the British Virgin Islands Data Protection Act;
such personal data is and will be adequate, relevant, limited to what is necessary for the purposes described in the British Virgin Islands Privacy Notice attached hereto, and is accurate and up-to-date; and
the data subjects of such personal data have been made aware of the purposes for, and manner in, which such personal data will be processed (as set out in the British Virgin Islands Privacy Notice attached hereto) and (where required by the British Virgin Islands Data Protection Act) have consented in writing to such processing.
You acknowledge and agree that the Company may, in its sole discretion, at any time and from time to time change, alter, adapt, add or remove portions of these Terms (including the Fee Schedule), and, if the Company does so, the Company will give notice by making available on the Platform the updated version of the Terms and making clear the date on which such Terms come into effect. The current version of these Terms is available at any time on request. Your continued use of the Platform and the Platform Services following any such change shall be deemed to constitute your acceptance of those changes and you acknowledge and agree to be bound by the current version of these Terms at all times and that unless stated in the current version of these Terms all previous versions shall be superseded by the current version.
These Terms may not be assigned by either party without the written consent of the other party.
Any notices to be given and any correspondence or communications to be delivered or forwarded pursuant to these Terms shall be sufficiently served, delivered or forwarded if sent by email, prepaid courier mail or by fax and shall be deemed to be given (in the case of email and fax at 10.00 a.m. on the next Business Day in the place of receipt following dispatch) or (in the case of courier mail 5 Business Days after the dispatch thereof) and shall be sent:
in the case of the Company, to Structure Financial Inc, Craigmuir Chambers, Road Town, Tortola, VG 1110, British Virgin Islands or by e-mail to [email protected];
in the case of you, to the email address or such contact details at the time of registration on the Platform;
to such other correspondence address, fax number or email address or for the attention of such other person as may from time to time be notified by one party to the other party by notice given in accordance with the provisions of these Terms; and
in the absence of any address specified or notified pursuant to (b) and (c) above, to such other address as the Company in its sole and absolute discretion considers appropriate.
You agree that the laws of the British Virgin Islands shall govern these Terms and any Dispute arising between you and the Company or any other Structure entity thereunder, as provided for in Clause 29, without regard to principles of conflict of laws.
These Terms constitute the entire agreement between the parties relating to its subject matter and supersedes and extinguishes any prior drafts, agreements, undertakings, representations, warranties and arrangements of any nature, whether in writing or oral, relating to such subject matter.
However, the Terms are in addition to any other agreements that relate to other subject matter. To the extent there is any contradiction between the Terms and any other agreement, the conditions of those agreements control, but exclusively with respect to the contradictory terms.
If any provision in these Terms is determined to be illegal, void, invalid, or unenforceable under the laws of any jurisdiction:
such illegal, void, invalid, or unenforceable provision shall be deemed to be severable from any other provision of these Terms and shall be treated as having been severed from these Terms in the relevant jurisdiction (and only in the relevant jurisdiction) but the legality, validity, and enforceability of the remainder of these Terms shall not be affected;
the legality, validity, and enforceability of the whole of these Terms in any other jurisdiction shall not be affected; and
the parties shall negotiate in good faith to agree the terms of a mutually acceptable and satisfactory alternative provision in place of the provision so severed.
No party shall be responsible for any failure to perform its duties under this these Terms to the extent such failure is caused by, or directly or indirectly due to, war, enemy action, the act or regulation of any government or other competent authority, riot, civil commotion, rebellion, storm (including hurricanes), tempest, accident, pandemic, endemic, fire, lock-out, strike or other cause whether similar or not, which is beyond the control of the relevant party, provided that the relevant party shall use all reasonable efforts to minimise the effects of the same.
Pre-dispute Arbitration; Waiver of Class Action
These Terms contain a pre-dispute arbitration provision. For the purpose of this provision, 'Party' or 'Parties' means you and us, together with our affiliates, collectively. By accessing the Platform and with respect to any account with the Company or use of the Platform Services, the Parties agree as follows.
In the event of any dispute, controversy or claim arising out of or in relation to the Terms, or the breach, termination or invalidity thereof (whether in contract, tort, restitution, bailment, breach of statutory rights, in equity or otherwise), including any dispute as to the existence of, validity or applicability of any provision of these Terms (including this Section) or the consequences of any termination, invalidity or nullity of these Terms or any provision of these Terms (a Dispute) the Parties agree to .
refer such Dispute to arbitration, in accordance with this part of the Terms.
Either Party may serve a written notice on the other Party that a Dispute has arisen and that it must be referred to and resolved by arbitration. The parties shall then seek to agree on the identity of and jointly appoint a sole Arbitrator. If the Parties are unable to agree upon the identity of an Arbitrator within 21 days, the Arbitrator shall be appointed the President of the British Virgin Islands Bar Association upon the request of either Party. No person may act as Arbitrator (including as a replacement for an Arbitrator who ceases to act) where they have a conflict of interest in relation to the Dispute.
The following provisions shall apply to the conduct of the arbitration:
- The arbitration shall be held in Road Town, Tortola, British Virgin Islands and shall be conducted in English.
- The arbitration shall be conducted in accordance with the BVI IAC 2021 Rules (as may be subsequently amended).
- If any party fails to comply with any procedural order made by the Arbitrator, the Arbitrator shall have power to proceed in the absence of that Party and deliver the award.
- The arbitration shall be conducted in private and all documents relating to the conduct of the arbitration shall be treated as confidential between the Parties.
- The seat of the arbitration shall be the British Virgin Islands irrespective of where the Arbitrator signs the award, and the proper law of the arbitration shall be British Virgin Islands law.
- The decision and award of the arbitral tribunal shall be final and binding on the parties.
- All of the Parties to these Terms undertake not to commence proceedings in any court in any jurisdiction in respect of any Dispute (including for the avoidance of doubt the right to a trial by jury) except as provided by the Rules of the arbitration forum in which the claim is filed. Nothing in this provision shall prevent a Party from bringing proceedings, in accordance with Clause 29.5 for the enforcement of an arbitral award entered pursuant to an arbitration under these Terms.
No Party shall bring a putative or certified class action to arbitration. This will preclude you from bringing any class, collective, or representative action against the Company or any other Structure entity, and also preclude you from participating in or recovering relief under any current or future class, collective, consolidated, or representative action brought against the Company or any other Structure entity by someone else.
Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under these Terms except to the extent stated herein.
The BVI Limitation Ordinance, other statute of limitations, statute of repose, non-claim statute or any other time bar that would be applicable to any claim filed in a court of competent jurisdiction shall be applicable to any claim filed in arbitration.
The Parties shall be at liberty to bring court proceedings in the BVI to enforce the terms of any arbitral award entered pursuant to these Terms, but for no other purpose. The exclusive jurisdiction for bringing such proceedings shall be the Courts of the British Virgin Islands to which the parties submit exclusively.
Complaints or Questions
If you believe that your account statement shows transfers that you did not make, if you need more information about an electronic transaction, or if any question, issue or Dispute (as defined in Section 29 above) arises from your use of the Platform, you will contact the Company prior to initiating any Pre-dispute Arbitration as detailed in Section 29 above by sending an e-mail to the Company at [email protected]. The Company must hear from you no later than 60 days after the dispute or issue first arose. When you contact the Company, you will:
Tell us your name and account number; Describe the error, transfer, question or issue you are unsure about and explain as clearly as possible why you believe it is an error (if applicable) or why you need more information; and Tell the Company the dollar amount of the suspected error, if applicable.
You understand that it would be helpful if you provide us with any supporting documentation related to the error, transfer, question or issue.
After the Company hears from you, within 10 Business Days we will determine whether an error occurred and will correct any error promptly. If the Company needs more time, however, we may take up to 45 days to investigate your complaint or question.
For errors involving new accounts, the Company may take up to 90 days to investigate your complaint or question.
The Company will tell you the results within five (5) Business Days after completing its investigation. If the Company decides that there was no error, we will send you a written explanation. You may ask for copies of the documents that the Company used in its investigation.
Regulatory Authority and Disclosures
The Company has been granted approval by the BVI Financial Services Commission (the Commission) to participate in the Commission's Regulatory Sandbox (the Sandbox) as a 'Sandbox participant' pursuant to Regulation 5 of the Financial Services (Regulatory Sandbox) Regulations, 2020 (SB Regs) and, more specifically, as a Complex Business Model pursuant to section 13 of the Regulatory Sandbox Guidelines, 2020 (the Sandbox Authorisation).
The Platform Services provides you with the ability to buy and sell the price movements of popular publicly listed equity securities. You do not buy the equity security itself from the Company, but rather you purchase a digital token issued by the Company, whose price is correlated with the economic exposure of the underlying equity security. You do not own or have a right to receive the equity security itself and you will not be a shareholder of the issuer (and will not have any rights to cast any shareholder votes or consents or exercise any others rights as a shareholder of the issuer) but rather you own a digital token, redeemable for a digital currency of your choice from the Platform.
The Company does not recommend the purchase or sale of any assets or securities. All investments involve risk and the past performance of an asset, security or financial product does not guarantee future results or returns. While diversification may help spread risk, it does not assure a profit, or protect against loss, in a down market. There is always the potential of losing money when you invest in securities or other financial products. Volatility of the market in the underlying equity security could result in significant loss, including the loss of your entire investment. It may become difficult or impossible to accurately value your investments made pursuant to the Platform Services in the event that any stock exchange on which an underlying publicly listed equity security represented by your investment is closed (other than for ordinary holidays and weekends) or during periods in which dealings in such stock exchange are restricted or suspended or if the underlying equity security is de-listed or suspended from trading. You should consider your investment objectives and risks carefully before investing.
The directors and employees of the Company and their respective affiliates may, for their own individual account(s) engage in investment or trading activities with respect to one or more of the underlying publicly listed equity securities and/or one or more of the digital tokens or currencies (a.k.a., 'Cryptocurrencies') made available on the platform. There is no reasonable expectation that such trading will or could have any material impact on the pricing available in these public markets and/or exchanges that could ultimately impact our Customer(s). However, this could create a potential conflict of interest.
While the Company has implemented measures to mitigate risk, in using the Platform Services you are exposed to risks related to liquidity, cybersecurity, operations, legal and regulatory.
The Company does not provide you with financial, investment or tax advice.
The Sandbox Authorisation entitles the Company to test its business model within the Sandbox for a maximum period of 18 months (commencing on 1 May 2022) or potentially up to 24 months with the consent of the Commission in its discretion (upon application by the Company for an extension of up to 6 months in accordance with the SB Regs) (the Sandbox Term). The Company reserves the right to apply for such an extension, in its discretion.
The Sandbox Authorisation imposes various regulatory conditions and requirements on the Company, including obligations to file with the Commission various periodic and ad hoc reports, statements, notifications and other information regarding the Company and its business, operations and affairs (including details of any complaints received from users of the Platform Services).
The Sandbox Authorisation expressly prohibits the Company from using customers' funds for proprietary trading and from engaging in retail leverage trading.
You should be aware that:
The business activities of the Company will be conducted pursuant to and in accordance with its Sandbox business proposal, as submitted to the Commission.
All of the Company's FinTech and FinTech-related products and services are being tested within the Sandbox.
The Company is an innovative FinTech business and there are significant risks associated with its business model, products and services, and to participating in the Sandbox, as described herein.
The Company does not hold a licence issued by the Commission to provide the business activity being tested within the Sandbox.
The Company may in its discretion at any time cease to participate in and test within the Sandbox, by way of voluntary early termination the Sandbox Term. The Sandbox Term will otherwise be terminated upon its natural expiry (see 31.6 above) or potentially earlier by the Commission in the following circumstances, at any time the Commission is satisfied that the Company:
- has contravened a provision of the SB Regs;
- has submitted a false, misleading or inaccurate report or information to the Commission;
- has concealed or failed to disclose any material fact in its application for approval or in its report to the Commission;
- is undergoing or has undergone liquidation;
- has breached any data security, whether in relation to testing within the Sandbox or otherwise,
- is carrying on business in a manner that is or may be detrimental to its clients or to the public generally;
- is no longer fit and proper; or
- it is not in the public interest that the Company should continue to be approved and maintain its Sandbox Authorisation.
The Company may in its discretion apply to the Commission for a licence to carry out (or continue to carry out) financial services under applicable BVI regulatory legislation with effect from expiry of the Sandbox Term. If the Sandbox Term expires for any reason and the Company either has not successfully obtained from the Commission or has chosen not to apply for a regulatory licence to carry out (or continue to carry out) its financial services business, the Company may be required or elect to promptly wind-down and terminate its business and terminate and close the Platform and Platform Services and your accounts with us. Any such termination and closure could potentially occur rapidly and/or at an inopportune time, and could potentially result in significant loss, including the loss of your entire investment.