Standard Agreement for Exchanging Crypto-Assets for Funds or other Crypto-Assets

1.1.This Agreement for Exchanging Crypto-Assets for Funds or other Crypto-Assets ("Exchange Agreement" or "Agreement") supplements Floin’s General Terms of Service, including the fee schedule, risk disclosures, privacy notice, complaints procedure and any other policies or documents incorporated into or made available under the General Terms (together, the "General Terms").

1.2.This Agreement applies when Floin provides the exchange of Crypto-Assets for funds and the exchange of Crypto-Assets for other Crypto-Assets through the Platform. It also applies, mutatis mutandis, where Floin provides comparable exchange or conversion services for Non-MiCAR Tokens, NFTs or other Tokens under Liechtenstein law and the TVTG, to the extent such service is supported by Floin and legally permitted.

1.3.In case of conflict between this Agreement and the General Terms, this Agreement prevails for the Exchange Service. Other service-specific terms, including the Custody Agreement, Transfer Agreement, Placement Terms or Token Creation and Issuance Terms, prevail for their respective subject matter.

1.4.The Exchange Service is provided by Floin AG, a public limited company incorporated under the laws of Liechtenstein, with registered office at Am Schrägen Weg 2, 9490 Vaduz, Liechtenstein, public register number FL-0002.580.678-2 ("Floin", "Company", "we", "us" or "our").

1.5.Floin is supervised by the Liechtenstein Financial Market Authority ("FMA") and is authorised as a crypto-asset service provider under MiCAR for, among other services, the exchange of Crypto-Assets for funds and the exchange of Crypto-Assets for other Crypto-Assets. Floin is also registered under the TVTG for residual TT services to the extent applicable, in particular for services concerning Tokens that are outside the scope of MiCAR.

1.6.The place of performance of the Exchange Service is Liechtenstein unless mandatory law provides otherwise or the parties expressly agree otherwise in writing.

2.1.Capitalised terms used in this Agreement have the meaning given below. Capitalised terms not defined in this Agreement have the meaning given in the General Terms. Also compare service specific definitions in Annex I.

3.1.Floin provides the Exchange Service as a service-specific contractual relationship. The Exchange Service allows the User to buy or sell supported Crypto-Assets against Funds or to exchange supported Crypto-Assets against other supported Crypto-Assets.

3.2.Unless the Platform or a separate agreement expressly states otherwise, Floin is the contractual counterparty to each Exchange Transaction with the User. Floin does not operate a trading platform for Crypto-Assets under this Agreement. Orders of Users are not matched directly against orders of other Users.

3.3.Floin may source prices, reference data, liquidity, hedging arrangements or settlement support from third-party providers or external venues for its own account. Such sourcing does not make the User a client of the third-party provider and does not create a direct transaction between the User and any third party.

3.4.Floin does not provide investment advice, portfolio management, tax advice, legal advice, credit, lending, staking, payment services, deposit-taking, e-money issuance or operation of a trading platform under this Agreement. Separate terms apply where Floin provides placement, custody, transfer, token creation, token issuance or other services.

3.5.The User remains solely responsible for deciding whether to enter into an Exchange Transaction. The User must understand the relevant asset, price, fees, risks, tax implications, legal implications, liquidity, execution mechanics and settlement consequences before submitting an Order.

3.6.Floin may make certain Exchange Services available only to business Users, professional counterparties, eligible jurisdictions, specific asset classes, specific account types or Users who meet additional due diligence, compliance, suitability or product requirements.

4.1.For Crypto-Assets within the scope of MiCAR, this Agreement covers the exchange of Crypto-Assets for Funds and the exchange of Crypto-Assets for other Crypto-Assets.

4.2.For Non-MiCAR Tokens, NFTs and other Tokens outside MiCAR, this Agreement applies only to the extent the Exchange Service is legally permitted and supported by Floin. In such cases, Liechtenstein law, the TVTG, the General Terms and any token-specific terms apply in addition to this Agreement.

4.3.Floin may treat an asset as unsupported or restrict the asset if Floin determines that the legal classification, regulatory treatment, asset features, issuer conduct, market conditions, sanctions risk, technical characteristics or compliance profile is unclear, unacceptable or incompatible with the Exchange Service.

4.4.Where a Token or NFT is not covered by MiCAR because it is unique and not fungible with other Crypto-Assets, this conclusion is not automatic. Fractionalisation, issuance in a large series or collection, fungible economic features, market practice, common rights, common metadata or practical interchangeability may lead to a different assessment.

4.5.The Exchange Service does not include the public offer, admission to trading, placing, underwriting, marketing or distribution of Crypto-Assets unless such activity is expressly covered by separate placement or issuance terms and by the applicable regulatory permission.

5.1.The User may submit an Order through the Platform by selecting the relevant Exchange Interface, asset pair, amount, price type, Order type, settlement asset, payment method and any other information requested by Floin.

5.2.Prices, balances, available liquidity, asset information, charts, reference prices and other Platform information are invitations to submit an Order unless Floin expressly designates them as binding quotes. They do not constitute investment advice, a recommendation or an unconditional offer by Floin.

5.3.An Order is submitted when the User completes the required Platform steps and confirms the Order using the required authentication method. The validation of the Order through the Platform has the evidentiary effect provided in the General Terms.

5.4.Before the User submits an Order, Floin will display the relevant information available for the Order type, including the asset pair, buy or sell direction, amount, price or pricing method, fees, estimated proceeds, settlement asset, applicable limits and other material transaction information.

5.5.Floin may set minimum and maximum Order sizes, frequency limits, daily or monthly limits, asset-specific limits, jurisdictional limits, payment method limits or account-specific limits. The limits may depend on regulatory requirements, market liquidity, risk, User status, due diligence level, account history or technical capacity.

5.6.Floin may reject, suspend or delay an Order where required or permitted under this Agreement, the General Terms or applicable law. The User will be informed where required and legally permitted.

5.7.An Order may be binding on the User for the time specified on the Platform. If the Order is not accepted within that time or if the quote expires, a new Order or quote may be required.

5.8.Floin accepts an Order by factual fulfilment, by explicit acceptance on the Platform, by crediting or debiting the relevant assets in the Off-Chain Information Ledger, by executing the corresponding blockchain or Funds settlement, or by another acceptance method displayed on the Platform.

5.9.After acceptance or rejection of an Order, Floin will provide the User with transaction information through the Platform or on a durable medium where required. Such information may include the assets involved, date and time, amount, price, fees, settlement status and other relevant details.

6.1.Floin determines exchange prices according to the pricing method displayed on the Platform, the Order type, market conditions, available liquidity, third-party reference prices, asset characteristics, fees, spreads, hedging costs, network costs, risk costs and other relevant parameters.

6.2.Where Floin displays a firm quote, Floin will execute the accepted Order at the quoted price, subject to the quote period, the Order terms, available balance, compliance checks, technical checks and the absence of a valid refusal, cancellation or suspension reason.

6.3.Where Floin displays an indicative price, reference price or estimated price, the final execution price may differ. This may occur due to market movements, liquidity, slippage, fees, network costs, payment costs, asset volatility or other disclosed pricing factors.

6.4.Floin may include a spread in the price or charge a separate fee. Fees and relevant costs will be shown before Order submission or made available in the fee schedule, unless a cost cannot be determined in advance with reasonable certainty.

6.5.Floin may use external exchanges, brokers, liquidity providers, market makers, OTC desks, custodians, banks, payment service providers, stablecoin issuers, data providers or blockchain infrastructure providers to support pricing or settlement. Floin always remains the User’s contractual counterparty.

6.6.Floin may refuse to execute or may cancel an Order if the price is manifestly erroneous, stale, technically defective, affected by a data feed failure, affected by market disruption, inconsistent with available liquidity, affected by manipulation or otherwise inconsistent with orderly and compliant execution.

7.1.Floin may support different Order types and Exchange Interfaces. Only the Order types and Exchange Interfaces displayed as available on the Platform at the relevant time are supported. Floin may add, change, restrict or discontinue Order types and interfaces in accordance with the General Terms and this Agreement.

7.2.Market Order. Where supported, a Market Order is an Order to buy or sell the selected asset at the best available price or prices determined by Floin at the time of execution. A Market Order may be subject to slippage, available liquidity and Platform safeguards.

7.3.Limit Order. Where supported, a Limit Order is an Order to buy or sell at a specified limit price or better. A Limit Order may remain open until expiry, cancellation or execution, as displayed on the Platform. A Limit Order may be partially executed unless the Platform requires or allows fill-or-kill handling.

7.4.Stop Order and Stop Limit Order. Where supported, a Stop Order is triggered when a specified stop price is reached. A Stop Limit Order combines a stop price with a limit price. Triggering does not guarantee execution or a specific price unless expressly stated on the Platform.

7.5.Convert Order. Where supported, a Convert Order allows the User to exchange one supported asset against another supported asset on the basis of a Direct Quote or pricing method displayed on the Platform. Convert Orders may be executed on a fill-or-kill basis unless the Platform states otherwise.

7.6.Instant Buy and Instant Sell. Where supported, an instant buy or sell interface allows the User to receive a Direct Quote for buying or selling a supported asset. The quote is valid only for the period displayed on the Platform. If the User does not confirm within that period, a new quote must be requested.

7.7.Advanced Order Types. Floin may support other Order types, including conditional orders, trailing orders, scaled orders, algorithmic execution tools or time-based execution tools. Such Order types apply only if enabled on the Platform and may be subject to additional disclosures or specific terms.

7.8.The User must understand each selected Order type. Floin does not recommend a specific Order type, exchange strategy, asset pair, price, time or transaction size. Platform explanations are general technical information and not advice.

8.1.An Exchange Transaction may be settled by debiting and crediting the relevant positions in the User’s Account, by on-chain transfer, by Funds settlement through supported payment rails, by internal ledger movement, or by a combination of these methods.

8.2.Purchased Crypto-Assets or Tokens may be credited to the User’s Account and held under Floin’s Custody Agreement unless the User instructs a withdrawal and the withdrawal is supported, legally permitted and approved by Floin.

8.3.Assets sold or used for an Exchange Transaction may be reserved, blocked, debited or otherwise restricted during the Order period, execution period, compliance review, settlement period and fee calculation period.

8.4.Floin does not operate a bank account, payment account or deposit account for Users. Funds may be received, held, converted, paid out or safeguarded through licensed banks, payment service providers, e-money institutions or other permitted third parties, subject to their terms and applicable law.

8.5.The name of the holder of a bank account, payment method or wallet used for deposits or withdrawals must match the User or otherwise satisfy Floin’s compliance requirements. Floin may reject payments, deposits or withdrawals from or to third parties.

8.6.The User is responsible for ensuring that all payment details, wallet addresses, networks, tags, memos and other settlement instructions are complete and correct. Incorrect instructions may cause permanent loss. Floin is not obliged to recover assets sent to incorrect or unsupported addresses, networks or payment routes.

8.7.Floin may delay settlement where necessary for compliance checks, blockchain confirmations, payment confirmations, travel rule checks, sanctions screening, fraud prevention, market integrity, technical verification or other legitimate reasons.

9.1.Floin may support stablecoins, asset-referenced tokens, e-money tokens or other settlement assets only where permitted by law and enabled on the Platform. Support may be limited to specific purposes, assets, networks, Users, jurisdictions and transaction types.

9.2.Where Floin supports an e-money token or stablecoin for exchange, such asset is used only as an exchange instrument within the supported service perimeter. It does not create a payment account, deposit account, stored value account, unconditional repayment claim against Floin, interest claim or payment service relationship.

9.3.Floin does not issue e-money tokens or redeem stablecoins unless expressly stated and legally permitted. Any redemption, fiat pay-out or payment service component may be performed only by a licensed third party under its own terms and applicable law.

9.4.Floin may restrict exchanges of e-money tokens or stablecoins and withdrawal as part of the exchange to User-owned and verified wallets or require conversion into another supported asset before withdrawal (earmarked for exchange). Third-party payments and internal transfers between different beneficial owners are prohibited unless carried out by a licensed institution as available on the platform.

9.5.The User bears the risks of depegging, issuer default, freeze functions, blacklist functions, network risk, smart-contract risk, redemption limits, liquidity limits, conversion costs, spreads, slippage and third-party charges associated with stablecoins and e-money tokens.

10.1.Floin supports only assets, asset pairs, networks and settlement currencies that Floin makes available for the Exchange Service at the relevant time. The list of supported assets may differ from the list of assets supported for custody, transfer, placement or token creation services.

10.2.Floin may list, restrict, suspend, freeze, delist or cease support for any asset or asset pair at any time where necessary or appropriate due to law, regulatory guidance, issuer behaviour, market integrity, liquidity, technical risk, security risk, sanctions risk, AML/CFT risk, tax risk, user protection, commercial considerations or other legitimate reasons.

10.3.Non-MiCAR Tokens and NFTs may be subject to TVTG treatment, token-specific terms, intellectual property restrictions, off-chain asset risks, metadata risks, transfer restrictions, issuer terms, project terms or other legal limitations. The User must review any token-specific disclosures before submitting an Order.

10.4.Floin may require a legal classification, token assessment, issuer confirmation, project documentation, provenance verification, intellectual property review, smart-contract review or other due diligence before supporting a Non-MiCAR Token or NFT for exchange.

10.5.The User must not submit an Order involving unsupported assets, unlawful assets, assets subject to sanctions, stolen assets, hacked assets, fraudulent assets, assets affected by legal disputes or assets that infringe intellectual property or other rights.

11.1.Floin may refuse, suspend, delay, reverse or cancel an Order or Exchange Transaction where required or permitted by law, this Agreement or the General Terms.

11.2.Reasons include, without limitation, insufficient balance, incorrect information, expired quote, unsupported asset, unsupported network, failed payment, failed custody or transfer settlement, failed blockchain confirmation, suspected fraud, market abuse, manipulation, money laundering or terrorist financing, sanctions exposure, tax issue, travel rule issue, security incident, technical malfunction, data feed error, manifest pricing error, authority instruction, court order, legal dispute, delisting event or breach of this Agreement or the General Terms.

11.3.Floin may apply temporary measures, including blocking exchange functions, freezing assets, suspending an Account, disabling withdrawals, rejecting deposits, suspending an asset pair or requiring additional information, where reasonably required for compliance, risk management, security, user protection or regulatory purposes.

11.4.If an asset is delisted or no longer supported, Floin may set a period during which the User may sell, convert or withdraw the asset, subject to applicable law and technical availability. A shorter period or immediate restriction may apply where required by law, security, market integrity or regulatory instruction.

11.5.If the User does not dispose of a delisted asset within the specified period, Floin may restrict the asset, convert it into another supported asset where legally permitted and commercially reasonable, continue custody subject to fees, or take other lawful steps stated in the General Terms or notice.

11.6.Floin is not obliged to execute a new Order at the same price or on the same terms after a rejected, delayed, cancelled, suspended or reversed transaction.

12.1.The User must pay the fees, spreads, charges and costs applicable to the Exchange Service. Fees may be displayed before Order submission, incorporated into the quoted price, shown in the fee schedule or charged according to separate commercial terms.

12.2.Third-party costs, including bank charges, payment service provider fees, card charges, network fees, gas fees, custody fees, withdrawal fees, liquidity provider costs, conversion costs and taxes including VAT, may be borne by the User where disclosed or where such costs arise from the User’s instructions or use of the Exchange Service.

12.3.The User is solely responsible for determining and fulfilling tax obligations, including VAT, arising from Orders, Exchange Transactions, holding periods, gains, losses, income, NFTs, stablecoins, airdrops, forks, transfers or other events, unless Floin is legally required to withhold, report or deduct taxes.

12.4.Where Floin is required or reasonably considers itself required to withhold, reserve, report or deduct tax, the User authorises Floin to do so and must provide all information reasonably requested. Floin may restrict transactions until required information is provided.

13.1.Crypto-Assets, Tokens, NFTs, stablecoins and related transactions are exposed to substantial risks. These include volatility, total loss, illiquidity, failed settlement, irreversible transfers, cyber risks, smart-contract risks, market disruption, legal uncertainty, regulatory action, tax consequences, issuer risk, protocol risk, network congestion and pricing errors.

13.2.Floin does not provide investment advice, personal recommendations, financial analysis, tax advice or legal advice. Information made available on the Platform is general, technical or descriptive unless expressly stated otherwise.

13.3.The User should obtain independent legal, tax, financial and technical advice where appropriate. This applies in particular to business Users, issuers, token principals, NFT projects, high-volume transactions, cross-border structures and transactions involving stablecoins or Non-MiCAR Tokens.

13.4.The User acknowledges that exchange transactions are final once executed, subject only to mandatory law and the cancellation, reversal or error-handling provisions of this Agreement and the General Terms.

13.5.For consumers, mandatory statutory rights remain unaffected. However, the User acknowledges that rights of withdrawal may be excluded for services or assets whose price depends on fluctuations in markets beyond Floin’s control, and for fully performed services or digital content where the statutory conditions for exclusion are met.

14.1.Floin may amend this Agreement in accordance with the General Terms. Where required, Floin will notify the User on a durable medium of proposed amendments and the date on which they become effective.

14.2.Where an amendment is subject to deemed consent, Floin will inform the User of the amendment, the objection period, the consequences of not objecting and the right to terminate the affected contractual relationship before the amendment takes effect.

14.3.Floin may implement technical, security, asset-support, fee or service restrictions immediately where this is necessary to comply with law, protect Users, protect the Platform, address an incident, implement regulatory guidance or avoid material operational or legal risk.

Termination and Suspension

15.1.The Exchange Service is entered into for an indefinite period unless agreed otherwise.

15.2.The User may terminate the Exchange Service in accordance with the General Terms, subject to pending Orders, unsettled transactions, outstanding fees, compliance restrictions, tax obligations and other legal or operational restrictions.

15.3.Floin may terminate the Exchange Service by giving two months’ notice, unless a shorter or longer period is required by mandatory law or a separate agreement.

15.4.Floin may terminate the Exchange Service with immediate effect for cause. Cause includes, without limitation, breach of this Agreement or the General Terms, failed onboarding or reverification, sanctions exposure, suspected money laundering or terrorist financing, fraud, market abuse, illegal activity, false information, unsupported jurisdiction, security incident, regulatory instruction, court order, loss of legal capacity, death, insolvency, non-payment of fees, use of the Account for third parties without approval or any other reason making continuation unacceptable for Floin.

15.5.Termination does not affect Orders or Exchange Transactions already validly executed, outstanding fees, settlement obligations, reporting obligations, tax obligations, indemnities, liability provisions, governing law, jurisdiction or any provision intended to survive termination.

Withdrawal

15.6.If the User is a consumer, the consumer withdrawal provisions in the General Terms apply to this Agreement.

15.7.The User has no right of withdrawal from an exchange transaction where the price depends on fluctuations in the crypto asset market or financial market that are outside Floin’s control and that may occur during the withdrawal period.

15.8.Where no statutory exclusion applies, the User expressly requests immediate execution and acknowledges that the right of withdrawal is lost once Floin has fully performed the exchange transaction.

15.9.Executed exchange transactions are final and cannot be withdrawn, cancelled or reversed, except where mandatory law, a regulatory authority, a court order or Floin’s error correction rules require otherwise.

16.1.Floin’s liability under or in connection with the Exchange Service is governed by the General Terms, this Agreement and mandatory law.

16.2.Floin is not liable for losses resulting from User instructions, incorrect settlement details, unsupported assets, incorrect networks, insufficient balances, market movements, slippage, liquidity shortages, volatility, loss of value, failed payment providers, blockchain failures, protocol defects, smart-contract defects, issuer conduct, stablecoin depegging, tax consequences, sanctions measures, lawful blocking, authority orders, force majeure or other circumstances outside Floin’s control, except to the extent mandatory law provides otherwise.

16.3.Floin’s aggregate liability under or in connection with this Agreement is limited to the total fees actually paid by the User to Floin under this Agreement during the six months preceding the event giving rise to liability, unless mandatory law requires a higher amount. Floin is not liable for negligence. Nothing excludes liability for wilful misconduct or liability that cannot be limited under mandatory law. The risk of accidental loss lies with the User.

16.4.Floin is not liable for indirect damages, loss of profit, loss of opportunity, loss of business, reputational damage, consequential loss or speculative loss, except to the extent liability cannot be excluded under mandatory law.

16.5.Nothing in this Agreement limits liability for wilful misconduct, personal injury, liability that cannot be excluded under mandatory consumer law or liability that cannot be excluded under MiCAR or other applicable mandatory law.

16.6.The User must notify Floin without undue delay after becoming aware of any alleged error, unauthorised transaction, defective execution, incorrect price, missing credit, wrong debit or other issue affecting an Order or Exchange Transaction. Delayed notification may restrict Floin’s ability to investigate, recover assets or mitigate loss.

16.7.Unless a shorter or longer limitation or preclusive period applies by law, all claims against Floin shall be forfeited for the User as an entrepreneur (B2B) if they are not asserted in court within six months from the time at which the User became aware of the damage and the person causing the damage or of the event otherwise giving rise to the claim. All claims, but not warranty claims, against Floin shall expire if they are not asserted by User as a consumer in court within one year from the time at which the User became aware of the damage and the person causing the damage or of the event otherwise giving rise to the claim. In any case all claims shall expire at the latest after the expiry of five years after the conduct causing the damage (giving rise to the claim) (breach).

17.1.Floin may communicate with the User through the Platform, email, mobile or app notification, secure message, post or another durable medium. The User must keep contact details, residency, citizenship, tax information, wallet information and beneficial ownership information complete and up to date.

17.2.Formal notices and transaction confirmations may be provided electronically where permitted by law. The User agrees that electronically provided records may be stored and reproduced unchanged.

17.3.Complaints may be submitted through Floin’s customer support or complaint channel published on the Platform. Floin will process complaints in accordance with its complaints procedure and applicable regulatory requirements.

17.4.Floin may record and retain communications, instructions, confirmations, statements, logs, quotes, Orders, transaction data and other records to the extent permitted or required by law. Such records may be used as evidence of instructions, transactions, authentication, confirmations and account activity.

18.1.Floin processes personal data according to its privacy notice and applicable data protection law. The Exchange Service may require processing of identity data, transaction data, wallet data, payment data, blockchain analytics data, device data, contact data and compliance information.

18.2.Floin may disclose User data, Account data and transaction data to authorities, courts, auditors, banks, payment service providers, e-money institutions, crypto-asset service providers, TT service providers, liquidity providers, custodians, analytics providers or other recipients where required or permitted by law, necessary for the Exchange Service, necessary for compliance or otherwise described in the privacy notice.

18.3.Blockchain and TT-system data may be public, permanent and outside Floin’s control. Even where Floin restricts access to Platform data, on-chain data may remain visible to third parties.

19.1.This Agreement and all non-contractual obligations arising out of or in connection with it are governed by the laws of Liechtenstein, excluding the United Nations Convention on Contracts for the International Sale of Goods and excluding conflict-of-law rules to the extent such exclusion is valid.

19.2.For Users acting as entrepreneurs or legal entities, the courts competent for Vaduz, Liechtenstein, have exclusive jurisdiction. For consumers, mandatory statutory jurisdiction and consumer protection rules remain unaffected.

19.3.If any provision of this Agreement is invalid, unlawful or unenforceable, the remaining provisions remain effective. The invalid, unlawful or unenforceable provision shall be replaced by a valid and enforceable provision that comes closest to the economic and legal purpose of the original provision, to the extent permitted by law.

19.4.The English version of this Agreement is authoritative unless Floin publishes a German version and expressly designates the German version as prevailing. Mandatory statutory information may be provided in another language where required by law.