Terms & Conditions


Coinfloor Limited (BVI) – Physically Delivered Bitcoin Futures Trading – Terms & Conditions (as at 1st March 2018)

  1. THIS AGREEMENT
    1. These are the conditions of an agreement (the “Agreement”) between Coinfloor Limited (BVI) (“CoinfloorEX”) a company registered in the British Virgin Islands (company number 1961208) with registered address of Intershore Consult (BVI) Ltd. of Intershore Chambers, Road Town, Tortola, British Virgin Islands (“we, our, us”), who is the owner and operator of https://www.coinfloorex.com, a platform which allows you to trade in physically delivered futures on Cryptocurrencies (the “Platform”) and each member of the Platform (“you”, “your”). 
    2. Please ensure you download and store a copy of this Agreement for your records.
    3. definitions
      1. Account” means the online registration which you have with us, which is created when you register on the Platform;
      2. AML Documentation” means the documentation required to be provided by the User as set out in our Anti-Money Laundering Policy;
      3. Clawback” means our imposition of a mandatory reduction to Fiat Currency or Cryptocurrency balances (up to the value of the profits you have made on the Platform);
      4. Close Out” means the termination of all outstanding Futures and an automatic repayment of the Leverage Funding;
      5. Counterparty” means a User who agrees to enter into a binding legal contract with you to buy or sell a Future(s) via the Platform;
      6. Cryptocurrency” means any digital asset which we support on the Platform, including Bitcoin and Bitcoin Cash.
      7. Eligibility Criteria” means such criteria as set out at clause 3;
      8. Fiat Currency” means any national government issued currency (such as US dollars, European Euros or Pounds Sterling) but not any Cryptocurrency that may be used to purchase or sell Cryptocurrencies via the Platform;
      9. Future” means a contract between you and a Counterparty, to buy or sell Cryptocurrency at a predetermined price at a specified time in the future;
      10. Leveraged Order” means an Order that is financed by Leverage Funding;
      11. Leverage Funding” means additional funding in excess of the available Cryptocurrency and Fiat Currency balances in your Account for a temporary period;
      12. Leverage Funding Limit” means the maximum amount of Leverage Funding that you may have outstanding for each Order;
      13. Margin” means (i) the total value of US dollars and Bitcoin (or such other currencies we may select as appropriate collateral from time to time) which you hold in your Account, ii) your realised profit or loss from past positions in the Futures that are now closed and iii) the profit or loss from your open position in the Futures;
      14. Margin Requirement” shall be a percentage of the value of the total positions which you must hold on the Platform, as notified to you from time to time;
      15. Order” means any instruction from a User to buy or sell Futures on the Platform; 
      16. Platform” means the trading platform published by us from time to time including without limitation the trading platform at www.coinfloorex.com and their subdomains;
      17. Position Limit” means such maximum limit as we shall impose on the amount of Margin which you can draw down from time to time;
      18. Repayment Period” means such period as we shall specify from time to time in respect of any Leverage Funding; and
      19. User” means any member of the Platform.
 
  1. ELIGIBILITY
    1. To use the Platform, you must:
      1. be either:
  1. an individual aged 18 years or older; or
  2. a legal person (e.g. company or partnership) who can provide evidence of the identity of persons holding greater than a 25% beneficial interest,
    1. the legal and beneficial owner of the Cryptocurrency or Fiat Currency that you are depositing into your Account; and
    2. qualify as either:
  1. an “Investment Professional” being either a UK-based person falling within scope of Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order (the “FPO”) or a non-UK based person having professional experience in matters relating to investments;
  2. a “High Net Worth Entity” being either:
    1. any body corporate which has, or which is a member of the same group as an undertaking which has, a called-up share capital or net assets of not less than—
      1. if the body corporate has more than 20 members or is a subsidiary undertaking of an undertaking which has more than 20 members, £500,000;
      2. otherwise, £5 million;
    2. any unincorporated association or partnership which has net assets of not less than £5 million;
    3. the trustee of a high value trust; and
    4. any person (“A”) whilst acting in the capacity of director, officer or employee of a person (“B”) falling within any of “High Net Worth Entity” sub-paragraphs (i) to (iii) where A's responsibilities, when acting in that capacity, involve him in B's engagement in investment activity, or
      1. a “High Net Worth Individual” being a natural person who has made a declaration to this effect on the Platform.
    5. In order to confirm your eligibility, we may have to conduct certain checks and request certain documents from you before you can access the Platform.  You must give us information we reasonably ask you for, and you must fully and truthfully answer any questions we may reasonably ask you, in order to complete these checks.
    6. You must inform us as soon as reasonably practicable if you cease to meet the eligibility criteria set out in this clause.
    7. We reserve the right to suspend or revoke your access to the Platform at any time without prior notice to you.  If we suspend your profile, your Account or terminate your access to the Platform, then we may also close any open orders and administer a Close Out of any outstanding repayments of Leverage Funding at that time.
 
  1. REGISTRATION / VERIFYING YOUR IDENTITY
    1. If you wish to place an Order, and provided you meet the Eligibility Criteria, you will first be required to register as a User.  To comply with our legal/regulatory obligations, we will ask you to follow a two-step process:
      1. completion of the new User registration form which can be found on the Platform; and
      2. providing us with such AML Documentation (as set out in our Anti-Money Laundering Policy) as we may request.
    2. Once we have received all of the required documentation and information as set out in clauses 3.1.1 and 3.1.2, we may undertake certain additional security checks on you.
    3. We may decide to verify your identity and/or the identity of your legal entity at any time using third party verification providers.
    4. From time to time, we may request additional information about you.  We may suspend your Account until you provide this information to us and we will not be liable to you for any losses that result from such suspension.  If you do not cooperate with our requests for further information or documentation during the suspension of your Account, we reserve the right to keep your Account in suspension indefinitely or to terminate your Account.
    5. If we are satisfied that you comply with all applicable requirements, we will provide you with a verified account to access the Platform. For the avoidance of doubt, we may refuse to grant a verified account to any person without stating a reason.
 
  1. DEPOSITS AND WITHDRAWALS
    1. Once we have opened an Account for you and this Account has been activated, you will be able to deposit Cryptocurrency or Fiat Currency into your Account by sending it to the address we provide you with.
    2. Any Cryptocurrency (including any Margin) you send in accordance with clause 4.1 will be held  on encrypted offline devices managed by us and is not insured against loss.
    3. You shall be permitted to withdraw Fiat Currency credited to your Account on the Platform and/or Cryptocurrency credited to your Cryptocurrency Account on the Platform by making a withdrawal instruction via the Platform.
    4. Where a withdrawal instruction is received by us in respect of any Fiat Currency, we shall pay such funds to your bank account.
    5. Where a withdrawal instruction is received by us in respect of Cryptocurrency, we shall credit such Cryptocurrency to the Cryptocurrency wallet you nominated on registration or subsequently agreed with us.
    6. You warrant that you own and are fully responsible for any Cryptocurrency wallet you have notified to us for the purposes of receiving Cryptocurrency withdrawn from the Platform.
    7. You warrant that you own and are fully responsible for any Cryptocurrency wallet you use for the purposes of sending Cryptocurrency deposited to the Platform. If you receive a deposit that you did not initiate, you must inform us at the first available opportunity after becoming aware of the deposit.
 
  1. PAYMENT
    1. Unless you have Leverage Funding in place (in which you case you can trade up to your Leverage Funding Limit), prior to making any Order, you must have credited Fiat Currency or Cryptocurrency to your Account.  We shall not permit any Order to be placed until we have received cleared funds (or in the case of Cryptocurrency, such Cryptocurrency has not been sent to the notified address), and cannot accept responsibility for a delay in onward payment due to the late arrival of such funds.
    2. You agree and acknowledge that banks have cut-off times, after which they will not accept same-day payment instructions. It is your responsibility to make yourself aware of, and where necessary comply with, any applicable cut off times.
    3. All payments made to us under this Agreement are to be made in full without any set-off, counterclaim or deduction whatsoever.
    4. We shall make payments to you in full in respect of an Order less our Commission (as defined on our fees page) unless:
  1. it is required by law to deduct sums in respect of taxation; or
  2. it is or will be owed amounts which are incurred in respect of transfer charges that may be levied; or
  3. you owe us amounts in respect of other Orders or Commission which have not been settled in accordance with this Agreement.
 
  1. TRADING THE FUTURES ON THE PLATFORM
    1. If you have a sufficient balance of Cryptocurrency or Fiat Currency in your Account, you will be able to trade Futures with other Users.
    2. To open or close a trade on the Platform, you must submit an order. Once you have submitted an order we will attempt to match it with a User on the Platform that wishes to take the other end of the trade. We are under no obligation to accept or match any order submitted by you, and we maintain discretion over whether any order is accepted, matched, or executed. There will be no contract between you and another User until the proposed trade has been approved by us.
 
  1. COUNTERPARTIES
    1. If your order is successfully matched with another User, such User will become your Counterparty in that trade. This will result in a bilateral, over the counter contract between you and your Counterparty.
    2. We match all Users anonymously and do not provide Users with information about their Counterparties.
    3. You can trade out of any of your open positions in the Futures by offering the reverse trade on the Platform, provided that there is a Counterparty for such trade.
    4. If a User trades out of a trade in which you are their Counterparty, the User with whom they trade out of the trade will become your new Counterparty. You will not be notified if your Counterparty changes.
 
  1. POSITION LIMITS
    1. We will limit the exposure you have to your Counterparties by imposing maximum limits on the amount of leverage you can take out at any point in time. 
    2. When you first join the Platform, we will set our standard Position Limits for you.  You can apply to have this position increased on an exemption basis, but we reserve the right to adjust your Position Limit upwards or downwards at any time.
 
  1. TRADING ON MARGIN
    1. CoinfloorEX enables you to access Leverage Funding to place Leveraged Orders. 
    2. We do not charge any interest, fees or other charges to make Leverage Funding available to you.
    3. We may determine the maximum amount of Leverage available to you and we will notify this to you in advance. Your maximum limit may be specified in your profile.
    4. You may place any number of Leverage Orders, up to their maximum amount of Leverage Funding available.
    5. When the amount of Leverage Funding remains outstanding:
      1. the balance in your Account may show as negative; and
      2. you will not be able to withdraw Fiat Currency and/or Cryptocurrency from your Account.
    6. The full amount of each Leverage Funding must be repaid within the Repayment Period. We will treat the full amount as having been repaid when the full amount of the Leverage Funding has been credited to your Account.
    7. It is your responsibility to ensure that any amount not yet repaid is credited to your Account within the Repayment Period. You can effect repayment by using either:
      1. proceedings resulting from a filled Order;
      2. the return or release of Cryptocurrency or Fiat Currency held for an Order which has been cancelled or expired; or
      3. Cryptocurrency or Fiat Currency deposited by you into your Account.
    8. We may restrict withdrawals from your Account at any time that you have Leverage Funding outstanding or you are attempting to withdraw profits before a Futures contract has settled.
    9. You must retain in your Account an amount equivalent to (or in excess of) the Margin Requirement (as notified to you from time to time). 
    10. For each Futures position and each open order to buy or sell Futures that would further increase your position size you need to provide Margin as published on the Platform from time to time to meet your Margin Requirement.
    11. If the amount in your Account falls to or below the Margin Requirement, then we may close out your positions in accordance with clause 10. 
 
  1. CLOSE OUT
    1. If you cannot meet your Margin Requirement or if a Leverage Funding has not been repaid upon the expiry of the Repayment Period then we may, at our own discretion, cancel your open Orders in the Futures and/or liquidate some or all of your open positions in the Futures.  We will liquidate all positions at the best available price on the Platform at the time of Close Out, and you agree to accept this price.
    2. If, after a Close Out, any part of the relevant Leverage Funding is not fully repaid, you remain liable to us for that amount.  We reserve the right during this time to impose a Clawback in respect of some or all Users.
 
  1. WARRANTIES AND REPRESENTATIONS
    1. You warrant that:
      1. you have full legal capacity to enter into this Agreement;
      2. all Cryptocurrency deposited into your Account derive from legitimate/legal sources;
      3. using the Platform does not infringe any local laws of your country of residence;
      4. if you are an individual, you are not acting on someone else's behalf;
      5. you only will apply for a single Account with us;
      6. if you are a company, you are authorised to transact on behalf of your legal entity; and
      7. you understand the risks associated with trading Futures.
 
  1. YOUR CONDUCT
    1. By using the Platform, you agree not to upload, post, e-mail or otherwise send or transmit any material that contains viruses, Trojan horses, worms or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment associated with the Platform.
    2. You agree and undertake to keep your username and password confidential, not to disclose your password to any other person and not to permit any other person to log in to the Platform using your username and password.
    3. You agree not to interfere with the servers or networks connected to the Platform or to violate any of the procedures, policies or regulations of networks connected to the Platform, including this Agreement.
    4. You also agree not to:
      1. attempt to reverse engineer or sell, export, license, modify, copy, distribute or transmit the Platform to any third party, or jeopardise the correct functioning of the Platform, or otherwise attempt to derive the source code of the software (including the tools, methods, processes and infrastructure) that enables or underlies the Platform;
      2. attempt to gain access to secured portions of the Platform to which you do not possess access rights;
      3. impersonate any other person while the Platform;
      4. conduct Yourself in a vulgar, offensive, harassing or objectionable manner while using the Platform;
      5. use the Platform to generate unsolicited advertisements or spam; or
      6. use any automatic or manual process to search or harvest information from the Platform, or to interfere in any way with the proper functioning of the Platform.
 
  1. OUR RIGHTS
    1. To protect the Platform we reserve the right to:
      1. request from you proof of source of funds;
      2. confirm your control of your bitcoin address;
      3. monitor the activity of your account and transaction / usage behaviour both on and off the Platform to the limits of our ability to help execute our AML/CTF policies;
      4. suspend your Account due to repetitive losses and to assess the appropriateness of the Platform for you;
      5. suspend your Account due to suspected misuse of the Platform by you.
    2. We reserve the right to use our own methods for calculation of open positions in the Futures, the Margin Requirement and Close Out.  We change these methods from time to time (but we will notify you of any such change).
 
  1. NO WARRANTY AND LIABILITY LIMIT
    1. We provide the Platform “as is” and without any warranty or condition, whether express, implied or statutory.
    2. We assume no liability or responsibility for any errors or omissions in the Platform; any failures, delays or interruptions in the Platform or in delivery of any Order; any losses or damages arising from the use of the Platform.
    3. We reserve the right to deliver the Platform and to process Orders in our sole and absolute discretion.
    4. In no event shall we, its shareholders, directors, officers, employees or agents be liable (jointly or severally) to you for loss of use or any special, incidental, indirect or consequential damages arising out of or in connection with the Platform, the placement by you of any Order, the delivery of any Cryptocurrency, the failure in whole or in part to deliver any Cryptocurrency or this Agreement, on any theory of liability, and whether or not advised of the possibility of damage.
    5. We do not seek to exclude liability for death or personal injury caused by our negligence, or fraud or fraudulent misrepresentation on our part.
 
  1. TERMINATION
    1. This Agreement has no fixed or minimum duration and can be ended by you or us. You can end it at any time by telling us by emailing us at [email protected] 
    2. We may terminate this Agreement (and close your Account) at any time and for whatever reason upon giving you 14 days notice. 
    3. We may terminate this Agreement (and close access to your Account) immediately if:
      1. you are in breach of this Agreement;
      2. if we reasonably suspect criminal or fraudulent activity; and
      3. we would break the law by continuing this Agreement.
    4. If we terminate this Agreement, we’ll tell you our reasons for doing so (unless the law prevents us from doing so).
    5. Upon termination, all of your Orders will be cancelled and all of your rights and obligations will be subject to Close Out in accordance with Clause 10.  If your Account has a negative balance, you will remain liable to us for any amounts outstanding.
 
  1. GENERAL
    1. You are not permitted to assign, transfer, charge, sub-contract or deal in any other manner with all or any of Your rights under these Terms and Conditions without our prior express written consent.  We may assign any of our rights and (with your consent) our obligations under this Agreement.
    2. This Agreement is between you and us.  No person shall have any rights under or connection with this Agreement under the Contracts (Rights of Third Parties) Act 1999.
    3. If any court or competent authority decides that any term of this Agreement is held to be invalid, unlawful or unenforceable to any extent, such term shall, to that extent only, be severed from the remaining terms, which shall continue to be valid to the fullest extent permitted by law.
    4. Headings are for reference purposes only and in no way define, limit, construe or describe the extent or scope of such section.
    5. Our failure to enforce any term of this Agreement shall not constitute a waiver of that or any other provision and will not relieve you from the obligation to comply with such provision.
    6. We will send you notices to the email address you provided in your Account. These will be deemed to be delivered to you if we do not receive a failed delivery message. You must send your notices to [email protected]
    7. We shall not be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of our obligations under this Agreement if such delay or failure result from events, circumstances or causes beyond our reasonable control.
    8. This Agreement set forth the entire understanding and agreement between you and us with respect to the subject matter hereof.
    9. This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of British Virgin Islands.
    10. You irrevocably agree that the courts of British Virgin Islands shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or their subject matter or formation (including non-contractual disputes or claims).