General Terms and Conditions of Bitpanda GmbH and General Terms and Conditions of Bitpanda Metals GmbH

PLEASE READ THESE TERMS and conditions CAREFULLY. IF YOU DO NOT AGREE WITH THESE TERMS, YOU MAY NOT REGISTER and access THE SERVICES

PLEASE BE AWARE THAT INVESTING IN CRYPTO ASSETS IS NOT REGULATED, MAY NOT BE SUITABLE FOR YOU AND THE ENTIRE AMOUNT THAT YOU MAY INVEST MAY BE LOST. IT IS IMPORTANT TO READ AND UNDERSTAND THE RISKS OF THIS INVESTMENT IN CLAUSE 20.

1. Scope, Parties and Important Notice 

1.1 These terms and conditions ("Bitpanda WL TC") apply to the contractual relations between Bitpanda GmbH, Stella Klein Löw Weg 17, 1020 Vienna ("Bitpanda") and its Clients. These Bitpanda WL TC govern the Client’s usage of the services set out in clause 4 (“Services”) provided by Bitpanda GmbH ("Bitpanda GmbH"). 

1.2 1.2    Bitpanda also offers its solutions for third parties such as banks, fintechs and asset managers (“White Label Solution”). The in-app feature developed by iCARD AD (“iCARD AD”) will connect you directly to Bitpanda Systems enabling you to invest in a catalogue of diverse crypto assets listed as available on the app or the web interface. The Services shall be made accessible to the Clients via the iCARD AD mobile app ("App") or via the web interface operated by iCARD AD (App and web interface are collectively referred to as the "User Interface") and the trades subsequently executed on the online platform operated by Bitpanda (e.g. https://www.bitpanda.com/) or its mobile applications (each a "Bitpanda System"). Unless otherwise specified, the Services may only be accessed via the User Interface and not directly via Bitpanda Systems. iCARD AD and Bitpanda are separate and independent companies. Whilst iCARD AD endeavours to provide you with a reliable access, you acknowledge and accept that if you are not able to access the Services, and carry out transactions or the Services will be interrupted or suspended temporarily or permanently due to the unavailability of the User Interface, Bitpanda assumes no responsibility for such suspension of access. 

1.3 In order to access the Services you need to have an active account with iCARD AD (“iCARD AD Account”). As a client of iCARD AD, the contractual relation between you and iCARD AD as well as the usage of the iCARD AD Account is governed by third party terms and conditions (“iCARD AD TC”). Your acceptance of these Bitpanda WL TC will not replace any existing or future agreement you have agreed upon with iCARD AD. 

2. General Provisions

2.1 Capitalised terms have the following meanings, unless otherwise defined herein. Bitpanda GmbH will be referred to as "Bitpanda".

2.2 "Consumer Client" means any client who is a "consumer" as defined in Directive 2011/83/EU of the European Parliament and of the Council of 25 October 2011 on consumer rights ("Consumer Rights Directive").

2.3 Capitalised terms not defined in this clause 2 will have the meaning given to them in these Bitpanda WL TC. For an overview of the definitions used in these Bitpanda WL TC, please refer to Annex I.

3. Amendments to the Bitpanda WL TC

3.1 Material Changes (as defined below in clause 3.2) to the Bitpanda WL TC, including this clause, require an explicit or implied agreement with the Client.

3.2 Material Changes are any changes or amendments (i) with respect to the primary obligation (Hauptleistungspflicht) or (ii) that significantly alter the contractual relationship in a way that they tantamount to the conclusion of a new agreement. For instance (without being limited thereto), any changes or amendments to payment obligations of the Client, restrictions for the Client with regard to the acquisition and disposal of financial instruments or any restrictions of the obligation to take into custody (verwahren), administer (verwalten) or secure (sichern) crypto-assets or cryptographic private keys for the Client, would qualify as such Material Changes. 

3.3 Other changes and editorial Changes (as defined in clauses 3.5 and 3.6 of these Bitpanda WL TC) do not qualify as Material Changes and may be made in the reasonable discretion at any time and become effective

3.3.1 if no specific effective date is indicated: at the earlier of (i) the Client explicitly accepting the amended Bitpanda WL TC (for example, on the User Interface) or (ii) two months having passed after the publication of such changes or amendments (for example, by sending a copy to the Client), subject to the Client not objecting under clause 3.4; respectively

3.3.2 if a specific effective date (after the publication date) is indicated: at the later of (i) the specified effective date and the (ii) earlier of (a) the Client explicitly accepting the amended Bitpanda WL TC (for example, on the User Interface) or (b) two months having passed after the publication of such changes or amendments (for example, by sending a copy to the Client), subject to the Client not objecting under clause 3.4. 

3.4 The Client's consent shall be deemed granted if the Client does not object in writing or electronically (for example, by e-mail or via the Client Account). In the amendment offer, the Client is informed that (i) their silence by failing to object in writing or electronically (for example, by e-mail or via the Client Account) within the deadline set out in clause 3.3.1 or 3.3.2, shall be deemed as consent to the amendments, and that (ii) the Consumer Client shall have the right to terminate their contract and the services agreed under the contract without notice until the amendments take effect.

3.5 Editorial Changes are changes to clarify unclear provisions, adjustments to formats or fonts, provided that they do not entail any Material Changes according to clause 3.2 of these Bitpanda WL TC. 

3.6 Other changes, which do not qualify as Material Changes, are changes that may only be made in the Bitpanda’s reasonable discretion and provided that a risk assessment has been carried out with due consideration of the interests of Bitpanda or the entirety of Clients versus the interests of an individual Client, i.e. 

3.6.1 due to the offering of new services, which are either free of charge or may not or only optionally be used by the Client;

3.6.2 there are no disadvantages for the Client; 

3.6.3 for the sake of clarification due to the change of formats or fonts;

3.6.4 due to regulatory or tax requirements;

3.6.5 due to the change of service providers or contractors;

3.6.6 due to the need for consistent Bitpanda WL TC due to the international expansion of Bitpanda;

3.6.7 the amendment or implementation of secondary obligations; or

3.6.8 any reasons comparable to the ones described above.

Changes pursuant to this clause 3.6 may be made and become effective according to clauses 3.3 and 3.4.

4. Overview of the Services provided by Bitpanda 

4.1 The following services are offered to the Client:

4.1.1 Broker Services facilitate buying and selling of cryptographic digital assets as set out in clause 11 of these Bitpanda WL TCs. 

4.1.2 Wallet and Custodial Services as set out in clause 12 of these Bitpanda WL TCs. 

5. Becoming a Bitpanda Client

5.1 Registration of a Client Account. To benefit from the Services provided by Bitpanda, users must have an active iCARD AD Account. Additionally, they have to create a Bitpanda account (“Client Account”) by registering on the User Interface. This is done by answering a series of questions related to the origin of your funds required by law and accepting all the applicable terms and conditions. Subsequently, iCARD AD will forward the registration and the necessary information of this user signing up to Bitpanda. Bitpanda may either accept or reject the registration; in either case, the user will be informed about the acceptance or non-acceptance in the User Interface. Users who are approved and onboarded as a client by Bitpanda are referred to as "Client" or "you". 

5.2 Client Verification Process. Subject to the onboarding process the user has completed for opening a iCARD AD Account in accordance with the iCARD AD TC, iCARD AD shall ensure that the Client has been appropriately identified, (re)verified and the registration data authenticated in accordance with the applicable laws and anti-money laundering regulations ("Client Verification Process"). The user will be allowed to use the Services provided by Bitpanda only if they pass the necessary checks, and all information is provided during registration that may be required in compliance with the terms of applicable law.  

5.3 Up-to-date and complete information. Any document and information that the Client provides to iCARD AD or Bitpanda in order to complete the (re)verification process has to be up-to-date, correct, accurate and complete and the Client may not withhold any information that could potentially influence the Client Verification Process (e.g. information that could potentially trigger any further due diligence).

5.4 Bitpanda may request specific information from you in the process of becoming a Client and from time to time for as long as you remain a Client, which are required by law or by regulatory authorities (e.g. FMA). Such information is for example:copies of official identity documents with a photograph and biometric data (in notarised and apostilled form, if requested);

5.5 No Acceptance Guarantee. Bitpanda has a right to refuse to register a specific person as a Client without indicating the reasons. Bitpanda assures that the failure to accept a specific person as a Client will be based on significant reasons which Bitpanda does not have to disclose. 

5.6 Address changes. The Client contact information (e.g. e-mail address, postal address) has to be up-to-date and accurate. For as long as the Client does not notify Bitpanda about a new e-mail address or mailing/postal address, any communications will be sent to the previous e-mail address or mailing/postal address. Notices delivered to the previous address shall be deemed delivered to the Client, if Bitpanda was unaware of any changes. 

6. Client Account Requirements, Acting in own name

6.1 Prohibition of double accounts. Only one Client Account per Client is allowed. Double accounts are forbidden. For the avoidance of doubt, the prohibition of double accounts does not apply to Clients, who also have registered a separate account directly on Bitpanda Systems. 

6.2 Exceptions to clause 6.1. In certain cases, it may be allowed or requested that the Client creates an additional or separate account on behalf of a natural person after (i) providing sufficient evidence and other documents as requested by Bitpanda (ii) careful consideration/assessment from Bitpanda's compliance department, and (iii) obtaining specially granted approval of the responsible Bitpanda bodies.

6.3 Prohibition of shared accounts. Shared Client Accounts are forbidden. 

6.4 No transfer of accounts. A transfer of the Client Account to another person is not permitted (neither by sale, donation or otherwise).

6.5 No transfer of rights. You may not assign or transfer any of the rights under these Bitpanda WL TC to any third party without the prior explicit consent of Bitpanda. This does not apply to a) monetary claims of the Client against Bitpanda and b) to claims of a Client when Bitpanda has no protection-worthy interest in the exclusion of assignment or c) the Client’s legitimate interests in the transferability outweigh Bitpanda’s protection-worthy interest in the exclusion of transferability.  

6.6 Acting solely in the Client's own name and own account. The Client acts in their own name and for their own account and creates and uses a Client Account for themselves only. It is forbidden to act as an intermediary, broker or trustee of any kind for any person (including shared legal or beneficial ownership of the Client Account or any assets deposited within the Client Account) or to grant access of any kind to the Client Account to any person other than the Client themselves.

7. Client Restrictions

In order to use the Services, the Client must not be:

7.1 younger than 18 years or (if higher) the legal age required to become a Client and/or use the Services in accordance with the laws applicable to that person;

7.2 a natural or a legal person from the United States, being:

7.2.1 persons with citizenship of any such country;

7.2.2 persons having their residence in any such country;

7.3 a natural person that is subject to economic sanctions by the United Nations, the European Union, the United States or the United Kingdom. 

7.4 subject to any of the measures described in clause 13.4.

7.5 In addition, Bitpanda may at any time exclude any person or jurisdiction from the Services.

8. Security Measures    

8.1 User Interface. You are responsible for creating a strong password and maintaining security and control of any and all electronic devices, IDs, passwords, personal identification numbers, API keys or any other codes that you use to access the Services. Access to the Services is protected by the security measures required for your use of the User Interface, in more detail set out by the iCARD AD TC. Bitpanda assumes no responsibility for any loss that you may sustain due to compromise of account login credentials due to no fault of Bitpanda. 

8.2 Depositing and withdrawal limits. The depositing and withdrawal limits apply, which are available under https://www.bitpanda.com/en/limits.

9. Client’s Obligations 

The Client assures that all its actions related to these Bitpanda WL TC will comply with applicable laws. The Client is fully liable for the correctness of data, orders and documents submitted to Bitpanda. The Client shall:

9.1 ensure prompt execution of any contracts (Verträge) and declarations (Erklärungen) and cooperate where reasonably requested by Bitpanda in the course of providing the Services.

9.2 immediately report all defects or other problems with the Services or any transactions related thereto which the Client either caused or is aware of and shall support Bitpanda in remedying the problem, in accordance with their guidance and to the extent reasonably possible.

9.3 state their principal residency (Hauptwohnsitz) during the Client Verification Process.

9.4 without undue delay update via the User Interface or inform Bitpanda via the communication tools about any changes to their personal data (name, postal address, principal residency (Hauptwohnsitz) or e-mail address). The same applies if the Client notices that the personal information displayed on the User Interface does not conform with the documents and information provided by the Client (for example if the Client notices that their name is spelled differently on their passport than on the User Interface). 

9.5 ensure that they choose a strong (long and complex) password that is as unique as possible and that they keep any and all details of their password confidential at all times.

9.6 at all times ensure that the App, the internet browser and the underlying operating systems are always kept up to date to – amongst others – ensure that all security patches and updates are installed.

9.7 provide any necessary data and/or information that are required in order to offer the  Services as long as this is not unreasonable for the Client. This concerns details with regard to proof of origin of funds (such as banking statements or any other details provided by banks or financial institutions, contracts of sales or contracts in general, or any other suitable data). The documents and data submitted by the Client are subject to verification by Bitpanda. Bitpanda will verify the documents as quickly as possible. However, it may happen that a verification will be delayed. As a result, the execution of the requested transaction may be delayed or, should the documents submitted not be deemed sufficient by Bitpanda for objectively justified reasons, may not be carried out at all.

9.8 notify Bitpanda without undue delay about any loss or restriction of their capacity to contract.

9.9 notify Bitpanda without undue delay about the commencement of insolvency or similar proceedings in any applicable jurisdiction.

10. Token System 

10.1 Token System and Wallet. Bitpanda Systems use its own internal token classification system which are booked in the respective storing sub-accounts (each a "Wallet") of the respective Client Account. Only such Token booked in the respective Wallets in the Client Account may and can be used for making a Client Offer with respect to offering Token.

10.2 Classification and storage of Token. Bitpanda uses its own, proprietary token classification scheme. E-Token constitutes a token which may be transferred and stored electronically, using distributed ledger technology or similar technology. They are stored in centralised wallets which are held and maintained by Bitpanda together with other E-Token of other Clients. The amounts of E-Token displayed in your Wallet are not individual wallet's on the relevant blockchain, but database entries maintained by Bitpanda indicating the amount of E-Token held by Bitpanda on your behalf.

11. Broker Services

11.1 Within the framework of the Broker Services selected cryptographic digital assets ("E-Token") are offered.

11.2 After successful completion of the Client Verification Process (in accordance with clause 5), the Client will be able to submit buy and sell orders for E-Token via the User interface, which will be performed by Bitpanda ("Broker Services"). The E-Token can be acquired directly from Bitpanda. 

11.3 A sale and/or purchase of E-Token for Clients is exclusively done in the following way:

11.3.1 Offer of the Client. The Client offers bindingly to sell or buy (part of) E-Token directly via the User Interface to/from Bitpanda (“Client Offer”).

11.3.2 Invitation of the Client to submit an offer. The figures, values or exchange reference prices indicated on the User Interface do not constitute binding offers, but an invitation to the Client to submit an offer.

11.3.3 How to make a binding offer. To make a binding offer, the Client has to (i) correctly fill in all necessary, valid and correct data on the User Interface and (ii) click either the "Buy now" or "Sell now" button (such offer the "Final Client Offer" and item (ii) referred to as the "Final Offer Click"). A Final Client Offer can only be made via the User Interface. If the Client states in any other way (e.g. by e-mail) that they wish to buy/sell E-Token, this does not constitute a Final Client Offer.

11.3.4 Interpretation of Final Client Offer. For the avoidance of doubt, each Final Client Offer made by clicking the "buy now" button (each a "Final Buy Offer") is to be interpreted and qualified exclusively as "binding offer from the Client to accept the receipt of E-Token in exchange for payment of the specified amount". Each Client Offer made by clicking the "sell now" button (each a "Final Sell Offer") is to be interpreted and qualified exclusively as "binding offer from the Client to receive your requested amount in exchange for transfer of a specified amount and type of E-Token”.

11.4 Conditions of the Final Client Offer. The conditions under which the Client may make a Final Client Offer are communicated to the Client on the User Interface and are valid for a certain period of time ("Client Offer Term"). During the Client Offer Term, the Client may validate and confirm the conditions with the Final Offer Click. If the Client fails to confirm the Final Client Offer during the Client Offer Term, the trading window will be refreshed, updated conditions will be displayed, and a new Client Offer Term commences. 

11.5 Offer Period. The Client is bound by Final Client Offer for a period of 24 hours after the respective Final Offer Click ("Offer Period").  The receipt of a Final Client Offer will be confirmed to you promptly.

11.6 Minimum transaction volume: In general, each Final Client Offer must have a value of at least EUR 1.00 (based on the figures used on the User Interface). For certain E-Token the minimum transaction volume may be higher than EUR 1.00 (if this is the case, the minimum value will be shown on the User Interface before making a Final Client Offer). The Client will not be able to make a Final Client Offer that falls below the minimum transaction volume.

11.7 Payment Collection. By submitting a Final Buy Offer, the Client instructs iCARD AD to make a payment to Bitpanda from their iCARD AD Account in the amount of the purchase price to be paid upon Contract Conclusion and Order Fulfilment Action (as defined below). If the iCARD AD Account does not have sufficient funds, no Final Buy Offer can be submitted.

11.8 Credit note. In the event of a Final Sell Offer, the Client shall receive a credit from Bitpanda to their iCARD AD Account in the amount of the payments to be made to them.

11.9 Restrictions on a Final Buy Offer. There are restrictions on the submission of Final Buy Offer which can be found here https://www.bitpanda.com/en/limits.

11.10 Acceptance of the Final Client Offer. A Final Client Offer may either be accepted by factual fulfilment of the offer by Bitpanda GmbH within the Offer Period (the "Contract Conclusion and Order Fulfilment Action" or "CCOFA") or rejected. The Client will be informed about the acceptance or non-acceptance of the Final Client Offer. Factual fulfilment means the irrevocable crediting of the E-Token to your Wallet, or crediting to your iCARD AD Account. For the avoidance of doubt, the factual fulfilment has not taken place for as long as the transaction is shown as "pending” on the User Interface. Upon acceptance of the Final Client Offer by Bitpanda, a purchase agreement between the Client and Bitpanda is concluded. In addition to this purchase agreement, a custody and trust agreement in accordance with and subject to the conditions set out in clause 12 is concluded upon acceptance of the Final Buy Offer with regard to the purchased E-Token.

11.11 Unforeseeable delays. Due to unforeseeable technical disruptions, there may be errors in forwarding or delays in processing Final Client Offers.

11.12 Possible (significant) delays in E-Token transfer. Many E-Token (e.g. Bitcoin) are technically designed in such a way that access to the corresponding private key of a Wallet enables the irrevocable and unrecoverable withdrawal of these E-Token. Bitpanda has no influence on this characteristic. To make remote attack more difficult, most E-Token are stored "cold", i.e. offline, for security. 

Therefore, before any disposition of these E-Token, they must first be brought back online for technical reasons, which may cause delays in the transfer.

11.13 Fees. Each CCOFA triggers fees that the Client accepts with the Final Offer Click and which will be retained by Bitpanda or paid by iCARD AD to Bitpanda GmbH on the Client's behalf. The fees can be mathematically rounded up or down by Bitpanda. Prices and/or exchange rate published in connection with the Final Offer Click are final and binding for the Final Client Offer (each a “Final Rate”).

12. Wallet and Custodial Services

12.1 Bitpanda is referred to as "Trustee" in the following. Please note that Custodial Services are offered by Bitpanda GmbH. 

12.2 Custodial Services: Clients can buy and sell E-Token, without needing to set-up their own wallet on each respective blockchain. In order to facilitate this, the Trustee offers custodial services for E-Token and displays the E-Token held in custody for Clients on their behalf on a custodial (Treuhand) basis with the Trustee as trustee (Treuhänder) and the Client as trustor (Treugeber) ("Custodial Services").

12.3 Terms and scope of the Custodial Services. The Client, as trustor, is the beneficial owner (wirtschaftlicher Eigentümer) of their E-Token at all times and the Trustee, as trustee, is the legal owner (zivilrechtlicher Eigentümer) of the E-Token under Austrian civil law. The Trustee and the Client shall be bound by the following custody agreement (Treuhandvertrag) ("Custody Agreement"):

12.3.1 Custodial Services - and consequently the Custody Agreement - are subject to and limited by any requirements communicated to the Client upon or after crediting E-Token to their Wallet, such as providing on request evidence of the sources of funds in accordance with AML provisions.

12.3.2 The fiduciary property (Treuhandgut) shall consist of any and all E-Token deposited on the Client’s Wallet as a direct result of:

12.3.2.1 a purchase made on Bitpanda Systems via the User Interface; and

12.3.2.2 a Bitpanda Airdrop (as defined in clause 15.1);

12.3.3 The custody (Treuhand) shall be unilateral and the Trustee as trustee shall hold the fiduciary property at all times only on the Client’s behalf. However, the Trustee will offer Custodial Services to all its clients (the Trustee will act as trustee for several clients at the same time) and may in addition hold or trade its own E-Token. The Client herewith releases the Trustee from any restrictions against self-dealing and double representation (under § 1009 of the Austrian Civil Code or otherwise) in connection with its role as trustee and the other services offered by it.

12.3.4 Subject to fulfilment of the requirements set out above, the Custody Agreement commences on the date on which any (parts of) E-Token is booked on the Wallet and is entered into for an indefinite period. The Custody Agreement ends automatically once all E-Token have been withdrawn from the Wallet. 

12.3.5 Notwithstanding any other termination right the Custody Agreement may be terminated with immediate effect, if any E-Token that forms part of the fiduciary property is at any time classified as financial instrument or similar regulated asset under Austrian law. 

12.3.6 The amount of E-Token held by the Trustee from time to time on the Client’s behalf is displayed via the User Interface. The Trustee undertakes to protect the E-Token to the extent that it is reasonably technically manageable on Bitpanda Systems and endeavours, but is not obliged, to store the majority of these "cold" – meaning offline. 

12.3.7 The Client remains in control of any E-Token held in their Wallet and may – subject to the conditions and limitations set out in these Bitpanda WL TC – at any time sell the E-Token.

12.3.8 The purpose of the Custody Agreement is to provide a legal framework for the technical services offered by the Trustee in relation to E-Token. The Trustee as trustee does not act as asset manager, investment adviser, portfolio manager or in a similar role and - except where any mandatory law, any court order or verdict or similar instruction from any authority which is binding for the Trustee – does not actively engage in any transactions or make any observations or inquiries with regard to the fiduciary property.

12.4 Consent. It is Bitpanda’s objective to promote proof-of-stake mechanisms by providing E-Token to the respective network (you can learn more about proof-of-stake under https://www.bitpanda.com/academy/en/lessons/consensus-algorithms-proof-of-stake). The Client hereby agrees that Bitpanda may use E-Tokens of the Client for staking purposes, and that all resulting proceeds (staking rewards) shall accrue solely to Bitpanda. Bitpanda and the Client hereby agree that the staking shall not affect the custody or the Custody Agreement.

12.5 Unified wallet. To provide Clients with the best user experience and for the sake of clarity, all assets in your Wallet are displayed (including in an aggregated form) in a unified and similar fashion on the User Interface. These methods of presentation shall be considered for information purposes only and shall not have any effects on the different underlying legal concepts.

12.6 Transfers. Only in exceptional circumstances will transfers of assets from your Wallet to another wallet be processed on Bitpanda Systems depending on the type of asset transferred and the recipient and are subject to the explicit approval of Bitpanda’s compliance department. Bitpanda reserves the right to deny requests to transfer assets to other wallets. 

13. Termination rights, Suspension of the Client Account

13.1 Termination right of the Client. The Client can terminate the business relationship with Bitpanda for the use of the Services at all times with immediate effect. The termination only has immediate effect if the Client has sold their crypto assets before termination. The effectiveness of the Client’s termination will be suspended until the Client has sold its crypto assets. The Client will be promptly informed in writing about this suspension of termination. 

13.2 Ordinary termination by Bitpanda. Except where these Bitpanda WL TC set out different notice periods, Bitpanda may terminate the entire business relationship with the Client for the use of the Services at any time subject to a notice period of 30 calendar days. 

13.3 Extraordinary termination by Bitpanda. Bitpanda may terminate the entire business relationship or individual parts thereof with the Client for the use of the Services without a notice period and with immediate effect for cause. 

13.4 Causes entitling Bitpanda to terminate the business relationship for the use of the Services with immediate effect and/or lock the Client Account or suspend access to the Services.

Bitpanda reserves the right to (i) terminate the entire business relationship for the use of the Services and/or (ii) lock a Client Account for a specific amount of time (for example, during an anti-money laundering investigation) and/or (iii) suspend certain Services for a certain period of time (including blocking a transaction, reversing a transaction or suspending access to the Client Account) with immediate effect for cause, in particular, but not limited to:

13.4.1 extraordinary termination of the iCARD AD Account;

13.4.2 Bitpanda has sufficient evidence to reasonably believe that a Client is or has been convicted or accused of (including any reasonably documented media reports or market rumours) any breach or violation of criminal, administrative or tax laws in any country of the world;

13.4.3 official investigations (by any competent public authority, in particular, but not limited to, any public prosecutors in the field of criminal law or tax agents) against a Client and in relation to the Client Account have been initiated or threatened with respect to any breach or violation of relevant criminal, administrative or tax laws in any country of the world;

13.4.4 Bitpanda does so in order to comply with any (i) applicable law or regulation (in particular for anti-money laundering purposes), (ii) internal guidelines based on such law or regulation, (iii) any order or request by a court or other authority, or (iv) any applicable sanctions program;

13.4.5 a Client conceals their correct identity or origin of funds by providing incorrect, incomplete, outdated or misleading data;

13.4.6 a Client uses a Client Account without legal entitlement to use such Client Account;

13.4.7 Bitpanda reasonably believes that the Client Account is being used by a person other than the Client;

13.4.8 a Client manipulates the Services. Such manipulation is in particular any use of an automated system (e.g. bot) or any other tool or method which deviates from normal and typical trading behaviour of retail investors and, hence, indicates the involvement of a certain technology, software and/or system automating such trading, unless such use has been previously agreed in writing with Bitpanda.

13.4.9 a Client uses the Services in such a way that leads to debit card chargebacks or credit card chargebacks;

13.4.10 a Client uses the Services in a way that is clearly intended to damage  the Services and/or clearly causes damage for Bitpanda;

13.4.11 a Client has breached any of their obligations under these Bitpanda WL TC which are not otherwise mentioned in clause 13.4 and has failed to cure such breach within 10 Business Days from the date of notification of such breach by Bitpanda;

13.4.12 insolvency or similar proceedings have been initiated. The Client Account and all transactions may be suspended in the event of insolvency proceedings until it has been clarified who may dispose of the assets in accordance with applicable laws.

13.4.13 a Client loses their legal capacity to act in case of a natural person. The Client Account and all transactions may be suspended in the event of a loss of legal capacity to act until it has been clarified who may dispose of the assets in accordance with applicable laws.

13.4.14 upon a Client's death (for more information, please refer to clause 13.11).

13.5 Notice of extraordinary termination. In cases of an extraordinary termination by Bitpanda, the Client shall be provided with notice of such termination per email, unless it would be unlawful to do so. Bitpanda is not obligated to disclose to you any findings or information acquired by security and risk management procedures.

13.6 In the event that a Client Account is suspended or the business relationship for the use of the Services is terminated by Bitpanda, Bitpanda will notify the Client of the suspension or termination, unless such notification by Bitpanda would be unlawful. Bitpanda is not obligated to disclose to the Client any findings or information acquired as part of its security and risk management procedures. iCARD AD may temporarily or permanently suspend access to the User Interface for maintenance, upgrades, account closure or any other reasons, in which case you will not be able to access your Client Account and any of the Services. Bitpanda will use best endeavours to get in touch with you and offer you a solution to access your assets if this is legally permissible. You acknowledge and accept that Bitpanda will assume no liability for any action or omission by iCARD AD with regards to suspension of access to the User Interface and reserves the right, without liability to you, to terminate the contractual relationship with you. 

13.7 Partial suspension of the Client Account. Bitpanda reserves the right to only partially suspend the Client Account for cause and to continue offering certain Services. This means, for example, that forwarding and executing Final Offers Buy may be suspended, while Final Offers Sell will continue to be forwarded and executed. 

13.8 Suspension lifting. In the event that Bitpanda refuses to execute a transaction and/or suspend the Client Account, Bitpanda will lift the suspension or forward and execute the transaction as soon as possible once such reasons for refusal and/or suspension no longer exist. However, Bitpanda is under no obligation to allow the Client to execute a transaction at the same price or on the same terms as the suspended, reversed, non-forwarded or cancelled transaction.

13.9 Compensation Fee. If the Client instructs Bitpanda to remedy a declared and/or alleged deficiency and it is proven that no deficiency exists, existed or that the deficiency is or was in the sphere of the Client, Bitpanda is entitled to charge a compensation fee for any expenses incurred in connection with investigating the alleged defect, if the Client is at fault and as far as such compensation fees are necessary to cover the reasonable costs incurred by  Bitpanda to administer such alleged defect, but not more than EUR 50.00.

13.10 Death, incapacity to act or insolvency of a Client. As soon as Bitpanda has been notified of the death, incapacity to act or insolvency (under whatever jurisdiction) of a Client or have received other sufficient proof thereof, the Client Account will be suspended and blocked for security reasons. In the event of insolvency, such suspension and blocking shall continue until the order of the court for the insolvent Client is determined. In the event of the death of the Client, the person invoking the legal succession of the Client vis-à-vis Bitpanda shall provide Bitpanda with appropriate proof of their entitlement under inheritance law. For security reasons, Bitpanda will not disclose in advance any details regarding the scope and content of the required steps. In the event of death, incapacity to act or insolvency of a Client, Bitpanda may also be obliged to dispose of the Client's assets in accordance with the instructions of the competent court, administrator or beneficiary.

13.11 Garnishment of a Client's assets. In the event of garnishment of a Client's assets, Bitpanda may be obliged to dispose of the Client's assets in accordance with the instructions of the competent court, administrator or authorised person and/or to lock or restrict the Client Account.

14. Withdrawal and Legal Deposit of Assets after Termination of the Business Relationship

14.1 The Client is obliged to withdraw all assets by the end of the notice period. Each withdrawal is subject to the condition of prior full settlement of the outstanding claims against Bitpanda. If the Client still has assets on the Client account after the termination of the business relationship and has not objected to the liquidation by Bitpanda until the end of the notice period, Bitpanda is entitled to proceed according to clause 14.3.

14.2 Objection. The Client is entitled to object to the sale or deposit of assets as per clause 14.3 until the end of the notice period. If Client still has assets in the Client Account after the termination of the business relationship, they are obliged to withdraw the assets by the expiration of a period of two months from the end of the Notice Period ("Transition Period") at the latest, otherwise clause 14.3 shall apply. Such withdrawal during the Transition Period shall be made in accordance with Bitpanda’s applicable compliance requirements and shall be subject to the approval of Bitpanda’s compliance department.  

14.3 Sale and Legal Deposit by Bitpanda. If the Client in case of 14.1 after the end of the notice period and in case of 14.2 after the end of the Transition Period does not withdraw all assets, Bitpanda shall be entitled, notwithstanding clause 14.4,  after prior written notification to

14.3.1 sell the remaining assets at the prevailing market prices and transfer the proceeds of the sale (after deduction of any applicable fees in connection with the sale) to the iCARD AD Account; and or

14.3.2 deposit the remaining assets in the court at the Client’s expenses in accordance with Section 1425 of the Austrian Civil Code. 

For the avoidance of doubt, Bitpanda shall not be liable for any loss of profit resulting from such conversion. 

14.4 The procedure according to clauses 14.1, 14.2 and 14.3 shall not apply if Bitpanda is required to proceed differently due to (i) any legal obligation, (ii) any order or request of a court or other authority, or (iii) any obligation set out in these Bitpanda WL TC.

15. Airdrops

15.1 For airdrops by Bitpanda itself ("Bitpanda Airdrop") Bitpanda reserves the right to decide whether Clients are included and to book the E-Token distribution in such Bitpanda Airdrop to the respective Client Account. 

15.2 For any airdrop by persons other than Bitpanda ("Third Party Airdrop"), Bitpanda does not automatically credit any E-Token or any other digital information unit to your Client Account. Bitpanda does not provide advice on Third Party Airdrop or on ways to participate in Third Party Airdrops. If you participate in any Third Party Airdrop you do so at your own risk. Bitpanda does not and will not inform you on Third Party Airdrops.

16. Fork Policy

The Client accepts the fork policies attached in Annex II ("Bitpanda Fork Policy").

17. Right of Withdrawal

17.1 Right of withdrawal. In case of a Client Offer made by a Consumer Client, the Consumer Client has the right to withdraw from the contract with Bitpanda within 14 days without giving any reason. The withdrawal period will expire after 14 days, starting from the day of the CCOFA. To exercise the right of withdrawal, the Consumer Client must inform Bitpanda of the decision to withdraw from the contract by an unequivocal statement (e.g. a letter sent by post, fax or e-mail).

17.2 Effects of withdrawal. If the Client withdraws from their contract, Bitpanda shall reimburse the Client for all payments received, without undue delay and in any event not later than 14 days after the day on which Bitpanda is informed about the decision to withdraw from the contract. Bitpanda will carry out such reimbursement using the same means of payment as the Client used for the initial transaction, unless the Client has expressly agreed otherwise; in any event, the Client will not incur any fees as a result of such reimbursement.

17.3 Exception to the right of withdrawal for E-Token and A-Token. The Consumer Client has no right of withdrawal for E-Token and A-Token purchased at a distance (Fernabsatz), as their price depends on fluctuations in the financial market over which Bitpanda has no control and which may occur within the withdrawal period

17.4 Loss of right of withdrawal for M-Token. By clicking/checking the respective checkbox on Bitpanda Systems, the Consumer Client requests immediate performance of the transaction of M-Token and acknowledges that they will lose their right of withdrawal from the contract once the contract is fully performed.

18. Set-off

Bitpanda may at any time set off any due and unpaid monetary claims it has against a Client against any due and unpaid monetary claims such Client has against Bitpanda. 

19. Data Protection

In the course of delivering the Services, Bitpanda is compliant with the GDPR as set forth in the Data Protection Terms (set out under https://www.bitpanda.com/en/legal/bitpanda-privacy-policy).

20. Risks

Using the Services bears risks, each of which may, in the worst case, lead to the total loss of the investment. These risks are in particular, but not limited to, the following:

(i) Risk of software weaknesses: The technology of E-Token and the underlying software applications and software platforms such as the smart contract systems and other involved software and technology and technical concepts and theories are still in an early development stage and unproven and out of Bitpanda's control or influence. There is no guarantee or warranty that the process for receipt, use and ownership of any cryptographic blockchain-based digital information units will be uninterrupted or error-free and there is an inherent risk that the software and related technologies and theories could contain weaknesses, vulnerabilities or bugs causing, inter alia, the complete loss of any cryptographic blockchain-based digital information units. Many of these technologies or software applications required for the sale, transfer or holding of token are neither released by a software manufacturer nor in any other way certified by a central entity such that there would be a person or entity that could be held liable for such defects. Even professionally developed and/or certified software – which is deployed on Bitpanda Systems or which you may use to access Bitpanda Systems (such as your internet browser) – may be subject to hacks or attacks. Bitpanda uses and displays customary security certificates issued by third parties (certificate authorities) that are widely regarded as a security enhancing feature but ultimately cannot guarantee that the security certificates displayed on any Bitpanda System are valid or correct. Always keeping the App, internet browser and the underlying operating systems up to date helps to mitigate certain risks and vulnerabilities; but even if a specific security issue is known, it may take a certain period of time until such vulnerability will be addressed and a corresponding software update is available. 

(ii) Regulatory and Legal Risk: It is possible that statutory or regulatory changes have material effects on the Services which may, inter alia, result in substantial modifications to the/any cryptographic blockchain-based digital information units. Certain regulatory or legal changes may result in the limitation or termination of certain Services. 

To the best of Bitpanda’s knowledge, E-Token are not considered financial instruments within the meaning of section 1 (7) WAG under Austrian law. However, Bitpanda does not make any representations as to the regulatory or legal status of the assets and services available on Bitpanda Systems that relate to blockchain technology-based applications and only you are responsible to comply with any regulatory or legal requirements that may apply to you and/or in your jurisdiction in that regard (for example, you may be required to report certain trades or holdings of Token to the competent authorities). You will not be informed about any regulatory or legal changes that may be relevant to you. 

Blockchain-based digital information units are not explicitly mentioned or otherwise regulated under Austrian property law and contract law. After having conducted a legal analysis with due care, Bitpanda has concluded that as at the date of these Bitpanda WL TC the legal concepts of Austrian property law and contract law applied to E-Token on Bitpanda Systems (being the concepts of ownership (Eigentum) over Blockchain-based digital information units, the transfer of ownership (Eigentumsübertragung) of E-Token via electronic transfer of the relevant information units in accordance with the relevant Blockchain protocol, the possibility to establish a custody (Treuhand) and security ownership (Sicherungseigentum) over Token) is legal, valid and enforceable under Austrian law. Bitpanda, however, cannot exclude that future legislation, case law or administrative practice will impair the legality, validity or enforceability of these legal concepts and, as a result, may adversely affect the Services and/or your rights under these Bitpanda WL TC or in relation to your E-Token.

(iii) Risk of abandonment/lack of success: The allocation of any cryptographic blockchain-based digital information units and the development of such cryptographic blockchain-based digital information units technologies might be abandoned for a number of reasons, including lack of interest from industry, community and/or the public, lack of funding, lack of commercial success or prospects (e.g. caused by competing projects) which are out of Bitpanda's influence. Many blockchain-based digital information units are issued and maintained by neither a governmental agency nor corporation but by an undefined and anonymous network of individuals which factually participate in the development, use, mining and/or maintenance of such blockchain-based digital information units but are not bound by any agreement, law or regulation to do so. Respectively even if the Bitpanda System is partially or fully developed and launched, it could happen that cryptographic blockchain-based digital information units do not receive or retain any functionality or that there are material changes of all kinds to the functionality of such assets. Bitpanda does not make any representation as to the current and future functionality, adoption or commercial success of any E-Token.

(iv) Risk of theft and internet vulnerability: The underlying software application and software platform, the User Interface, the Bitpanda System technology, the smart contract system(s), other involved software, other technology components and/or platforms may be exposed to electronic or physical attacks that could result in the irreversible theft or loss of E-Token or the theft or loss of private data, impacting the ability to develop, launch or use the Services. 

(v) Risk of phishing and/or social engineering: SMS and e-mail services are vulnerable to spoofing and phishing attacks and the Client should use care when reviewing messages purporting to originate from Bitpanda. The Client should always log into their Client Account through the User Interface to review any transactions or required actions if they have any uncertainty regarding the authenticity of any communication or notice. 

(vi) Risk of blockchain mining attacks: As with any other public blockchain-based systems, the E-Token available on Bitpanda System may be susceptible to attacks including but not limited to double-spend attacks, majority mining power attacks, "selfish-mining" attacks, and race condition attacks or any other mining or non-mining related attacks which are out of the Bitpanda's influence and control. Any successful attack presents a risk to the Bitpanda System technology, expected proper execution and sequencing of cryptographic blockchain-based digital information units transactions and expected proper execution and sequencing of software computations.

(vii) Risk of depreciation in value, liquidity and extreme volatility: E-Token are not widely regulated, do not qualify as, and thus cannot be compared to, a legal tender, security or other regulated financial product. The value of E-Token is typically determined by the current market price (if any) and there is usually no way to redeem or exchange the E-Token with a central entity or to access any assets the E-Token may represent. E-Token might experience extreme volatility and/or the value of cryptographic blockchain-based digital information units might decline to zero. As additional costs with respect to regulatory or other risks might be triggered – and if such costs are added for the purpose of calculation to the value of cryptographic blockchain-based digital information units (whatever value you might give to the cryptographic blockchain-based digital information units) – cryptographic blockchain-based digital information units might also decline in their value to zero. Past performance of a certain asset does not indicate future results.

(viii) General risk: Any E-Token is obtained by the Client on an "as is" and "under development" basis. Such investment is only suitable for users, who can bear a loss of the entire invested capital and should not be considered as or entered into with the expectation of a stable source of income. Certain risks associated with the services available on Bitpanda Systems may not yet be known or new risks may arise in the future due to the rapid development in the sector. 

(ix) Market and community risk: There are risks of soft and hard forks of E-Token and splitting including the broad possible changes to Bitpanda System technology which might be imposed by the market or community. Market and community risk may also be triggered and accelerated via communities that come together, for example in online forums, to discuss certain investment opportunities and products with the intention of placing jointly organised buy and sell orders which may lead to strong price fluctuations which carry a high risk of loss.

(x) Tax risk: The allocation or purchase of E-Token on Bitpanda Systems (in whatever form) as well as the exchange, the holding and the alienation of E-Token on Bitpanda Systems (in whatever form) and/or any other action or transaction related to E-Token on Bitpanda Systems (in whatever form) may trigger tax consequences for you, including, but not limited to, being required to declare your asset portfolio, trades and profits to the competent tax authorities as well as to calculate and pay taxes triggered by your transactions and/or the holding of your digital assets. Such tax consequences often (but not always) depend on the tax laws of the country of your permanent residence and the international tax treaties that country has ratified. We note that while several countries have already implemented various tax regulations for digital assets, further changes and/or additional tax regulations are to be expected. Only you are responsible to comply with all national and international tax laws from time to time applicable to you by virtue of using Bitpanda Systems and holding, trading and/or exchanging the digital assets offered on Bitpanda Systems at all times and Bitpanda shall not be required to inform or warn you about any existing or pending tax implications in connection with Bitpanda Systems and does not make any representations whatsoever in respect to any tax consequences triggered by using Bitpanda Systems and/or holding, trading and/or exchanging the digital assets offered on Bitpanda Systems.

Before you become a Client, before you make any Client Offer, as well as from time to time (e.g. in connection with the annual tax return or financial statements) and as may be required in accordance with the tax laws applicable to you, we thus advise you to consult a tax advisor (i) about the tax consequences and their economic consequences in connection with using Bitpanda Systems and holding, trading and/or exchanging the digital assets offered on Bitpanda Systems and (ii) to ensure that you are able to take all steps required to comply with all applicable tax laws when using Bitpanda Systems and holding, trading and/or exchanging the digital assets offered on Bitpanda Systems.

(xi) Counterparty risk: Bitpanda does not take any responsibility for digital information units that are or tend to be collateralised, backed or pegged by a currency that is a legal tender or any other asset of whatever form (e.g. stablecoins) as all actions in connection to such digital information units are in the sole responsibility of its issuer (which is neither Bitpanda, nor any of their affiliates). Even if such digital information units are collateralised, backed or pegged by a currency that is a legal tender or any other asset, it may not be possible to verify whether those digital information units are effectively (validly and enforceable) collateralised, backed or pegged and whether the holder of such digital information unit has any legal or factual direct or indirect claim or right to such assets. In addition, certain legal restrictions or preconditions may be dictated by the issuer (such as the requirement to agree to certain terms and conditions) or by the laws applicable to the issuer and/or digital information unit. It is not clear whether the collateralised, backed or pegged assets are separated from the assets of the issuer of the digital information units and whether they would be protected in the event of insolvency of the issuer of the digital information units. Bitpanda makes no representation as to the legal status and credibility of any such issuer of such digital information units nor to the legal status, arrangement, enforcement, marketability and existence of any such digital information units or the assets collateralised, backed or pegged in connection therewith.

(xii) Availability of Bitpanda Systems. Technology-based systems like Bitpanda Systems need (planned and unplanned) maintenance work and development work and for such work, interruptions of the systems (planned and unplanned) are necessary and system immanent. During the period of such interruption, the use of the Bitpanda Systems may be restricted or not possible and therefore the purchase, sale or transfer of E-Token may also be temporarily impossible.

Planned maintenance work, updates or upgrades that not only temporarily restrict the functioning of the User Interface and/or Bitpanda Systems or cause them to fail, will be communicated by iCARD AD to the Client in a suitable manner (for example, by e-mail) in a reasonable amount of time in advance. Such maintenance work will be completed as soon as possible, but at least within two weeks.

Unplanned maintenance work that is necessary due to technical defects or force majeure will be carried out as soon as possible.

21. Limitations of liability

21.1 Consumer Clients. Bitpanda shall only be liable for any damage incurred by a Consumer Client for themselves and their vicarious agents (Erfüllungsgehilfen) - regardless of the legal reason including tort - if Bitpanda or one of their vicarious agents have culpably violated an essential contractual obligation (cardinal obligation) in a way that endangers the purpose of the contract or the damage is due to gross negligence (grober Fahrlässigkeit) or intent (Vorsatz). If the culpable violation of an essential contractual obligation (cardinal obligation) is only slightly negligent (leicht fahrlässig), the liability of Bitpanda is limited to such typical damage that was reasonably foreseeable for Bitpanda at the time of the conclusion of the contract. This limitation of liability also applies to the extent of damage. In the aforementioned cases, the liability for a financial loss is limited to EUR 10,000. The aforementioned limitations of liability do not apply for the absence of warranted characteristics, a liability of Bitpanda according to the Product Liability Act (Produkthaftungsgesetz) or in cases of physical damage to persons (Personenschaden).

21.2 Third-party services: When using websites or services not provided by Bitpanda ("Third Party Services"), Bitpanda shall expressly not be liable for the content, availability or performance of any Third-Party Service and shall not be liable for any damage or loss incurred by a Client or any third party when using any such Third-Party Service. The Client uses these Third-Party Services completely at their own risk. 

21.3 User Interface. The Client uses the User Interface at its own risk. Bitpanda does not provide investment advice with regard to the use of the User Interface or the acquisition of crypto assets. The information provided on the User Interface does not constitute personal recommendations to the Client. Rather, it is legally non-binding information or risk advice from iCARD AD. The responsibility for the operation of the User Interface as well as all content contained therein is exclusively and solely with iCARD AD.

21.4 Exclusion of claims for damages. According to section 19 of the Austrian FM-GwG, claims for damages are excluded insofar as they arise from the fact that Bitpanda delayed or failed to carry out transactions due to the suspicion of money laundering or terrorist financing or the suspicion of a violation of the obligations described in clause 6.6 and such suspicion proved to be false. 

22. Miscellaneous 

22.1 No waiver of rights. The failure of Bitpanda to enforce or to exercise, at any time or for any period of time any term of or any right or remedy arising pursuant to or under these Bitpanda WL TC shall not constitute, and shall not be construed as, a waiver of such term or right or remedy and shall in no way affect Bitpanda's right to enforce or exercise it later, provided that such right is not time barred, expired or precluded. 

22.2 Information related to the Services may be provided to you in more than one language. You hereby acknowledge and accept that all information including marketing communications concerning the Services may be provided to you in different languages including English. 

22.3 These Bitpanda WL TC shall continue to apply even after termination of the business relationship until complete settlement.

22.4 Contractual language. These Bitpanda WL TC are made and published in various languages. In case of a dispute or any discrepancies, the English language version of these Bitpanda WL TC shall prevail. 

22.5 Governing law. These Bitpanda WL TC and any transaction hereunder shall be governed by and construed in accordance with the laws of the Republic of Austria excluding the provisions of the United Nations Convention on the International Sale of Goods and excluding the conflict of law rules of Austrian private international law. For Consumer Clients, this only applies insofar as the law of their country of residence does not grant them a more favorable legal position in the individual case.

ANNEX I

DEFINITIONS

In the Bitpanda WL TC, the following terms have the meanings specified or referred to in the following overview and shall be equally applicable to both the singular and plural forms.

ANNEX I

1. Bitpanda Fork Policy

1.1 A fork is a situation in which a blockchain splits into two separate chains temporarily or permanently ("Fork"). Forks are an unintended but unavoidable occurrence during mining, where two chains following the same consensus rules temporarily have the same accumulated proof-of-work and are both considered valid. They can also occur as a consequence of the use of two distinct sets of rules trying to govern the same blockchain. Forks have been used in crypto assets intentionally in order to add new features to a blockchain or to reverse the effects of hacking or catastrophic bugs on a blockchain as was the case with the fork between Ethereum and Ethereum Classic. Notably, Forks have been widely discussed in the context of the bitcoin scalability problem.

1.2 Bitpanda does not automatically support Forks of any cryptographic blockchain-based digital information units.

1.3 Bitpanda assesses each case, and each Fork on a case by case basis and Bitpanda may at its sole discretion decide whether to support a Fork or not and whether to communicate that to you or not.

1.4 If Bitpanda decides not to support a Fork but you want to participate in a Fork, you would have to move the respective E-Token onto such third-party wallet which you think fits for supporting such a Fork. Bitpanda herewith advises you to take enough time into consideration to move the respective E-Token, because Bitpanda cannot and will not give any guarantees to any transfers out of/outside of Bitpanda Systems. Bitpanda does not advise on how much time is enough but suggests that you carefully consider all relevant facts.

1.5 You must monitor the market by yourself to stay informed about Forks. Bitpanda has no duty to inform you of any Forks.

1.6 Bitpanda may decide at its sole discretion to suspend/temporarily shut down any exchange, trading or any transaction with respect to E-Token which are part of a Fork or influenced by a Fork to a major extent. This applies to Forks which are supported by Bitpanda and also to Forks which are not supported by Bitpanda. 

1.7 If Bitpanda decides to try to support a Fork, Bitpanda shall decide which chain is the original blockchain in the fork scenario. Consequently, Bitpanda shall inform you of such decisions and will endeavour to integrate the new cryptographic blockchain-based digital information units resulting from the Fork into Bitpanda Systems. However, Bitpanda gives no guarantee that such integration takes place and shall inform you at its sole discretion on when and how and at which distribution rate such new cryptographic blockchain-based digital information units resulting from the Fork can be used in Bitpanda Systems. Respectively, Bitpanda holds any resulting new cryptographic blockchain-based digital information units balances for and on behalf of you from the time of the split until the time of distribution to you in cold storage (meaning offline). You are aware and accept that it is impossible to withdraw/or transfer any such new cryptographic blockchain-based digital information units balances out of a supported Fork until Bitpanda decides at Bitpanda's sole discretion to go live with such new cryptographic blockchain-based digital information units in Bitpanda Systems. There might be situations where Bitpanda may decide in a commercially reasonable way not to integrate such new cryptographic blockchain-based digital information units in Bitpanda Systems. In such cases you have no right to claim damages or compensation of any kind from Bitpanda. Bitpanda will always only try to integrate new cryptographic blockchain-based digital information units but in no case gives any guarantee that such integration can be done or is fixed for a certain point in time.

General Terms and Conditions of Bitpanda Metals GmbH

Version 1.0 

1. General Provisions

2. The general terms and conditions herein (“Metals TC”) shall be applicable to all business relations between Bitpanda Metals GmbH, with its corporate seat in A-1020 Vienna, Stella-Klein-Löw Weg 17 (“Bitpanda Metals”) and its clients. The Metals TC apply in particular to the purchase and sale of physically vaulted precious metals such as, but not limited to, gold, silver and palladium, on the Bitpanda System (“Metals Services”).

3. The provisions of the general terms and conditions of Bitpanda ("Bitpanda TC") shall govern your use of the Crypto Services. Where any other terms apply to your use of the Bitpanda Services, such terms are provided by another Bitpanda Affiliate. By using the Metals Services, you agree that you have read, understood and accepted these Metals TC. 

4. You acknowledge that you will be bound by, and agree that you will comply with, any relevant additional terms and conditions that apply to your use of the Bitpanda Services. 

5. Subject to section 1.2 of the Bitpanda TCs, the Metals Services shall be made available to the Clients via the User Interface operated by the Partner. Please note that the Metals Services may only be accessed via the User Interface provided by the Partner and not directly via Bitpanda Systems. Third parties and Bitpanda are separate and independent companies. 

2. Amendments to the Metals TC

   1. Material Changes (as defined in clause 2.2) to the Metals TC, including this clause, require the explicit or implied agreement between Bitpanda and the Client.

   2. Material Changes are any changes or amendments (i) with respect to the primary obligation (Hauptleistungspflicht) or (ii) that significantly alter the contractual relationship in a way that they tantamount to the conclusion of a new agreement. For instance, as Material Changes qualify payment obligations of the Client or Bitpanda Metals’s obligation to sell to and buy precious metals from the Client.

   3. Other changes or Editorial Changes (as defined in section 2.6) to the Metals TC, which do not qualify as Material Changes, may be made for objectively justified reasons at any time and become effective 

      1. if no specific effective date is indicated: at the earlier of (i) the Client explicitly accepting the amended Metals TC (for example on Bitpanda Systems) or (ii) two months having passed after publishing such changes or amendments, subject to the Client not objecting under clause 2.4; respectively

      2. if a specific effective date (after the publish date) is indicated: at the later of (i) the specified effective date and the (ii) earlier of (a) the Client explicitly accepting the amended Metals TC (for example on Bitpanda Systems) or (b) two months having passed after publishing such changes or amendments, subject to the Client not objecting under clause 2.4. 

   4. The Client's consent shall be deemed granted if the Client doesn't object in textform or electronically (e.g. by e-mail or via the Client Account). In the amendment offer, the Client is informed that (i) its silence by failing to object in writing or electronically (e.g. by e-mail or via the Client Account), within the deadline as set out in clause 2.3.1 or 2.3.2, shall be deemed as consent to the amendments, as well as that (ii) the Consumer Client shall have the right to terminate its contract and the services agreed under the contract without notice until the amendments take effect.

   5. Without the Client's explicit consent, other changes may only be made for good reason and only provided there has been a risk weighing, properly balancing the interest of Bitpanda or the community of the Clients against the interest of the Client, i.e. 

      1. due to the offering of new services, which are either free of charge or may not or only optionally be utilised by the Client;

      2. there are no disadvantages to the Client;

      3. due to regulatory or tax law requirements;

      4. due to the change of service providers or contractors;

      5. due to the need to have consistent Metals TC due to Bitpanda’s international expansion;

      6. the amendment or implementation of secondary obligations; or

      7. any reasons comparable to the ones described above.

   6. Editorial Changes are changes to clarify unclear provisions, adjustments to formats or fonts.

3. M-Token 

   1. M-Token. Bitpanda Metals offers the purchase and sale of physical precious metals such as, but not limited to, gold, silver and palladium (“M-Token”). M-Token are a digital representation of a certain quantity of precious metals held in the form of bullions or similar form (“Physical Bars”) in accordance with applicable market standards with a vault operator (as defined below). Holders of an M-Token acquire co-ownership rights in the precious metals held with the Vault Operator in accordance with the substantive law of the jurisdiction in which the Physical Bars are held. The fraction of co-ownership acquired by each holder of M-Token is equal to the number of M-Token held by such holder divided by the total number of M-Token issued at any time in relation to the specific Physical Bars. To the maximum extent permitted by applicable law, the holders of M-Token have no right to request delivery of Physical Bars from the Vault Operator or Bitpanda Metals. Only Bitpanda Metals, in its capacity as possessor of the Physical Bars, is entitled to provide instructions to the Vault Operator. M-Token do not constitute and are not offered in the form of a security, certificate, contract for difference or other form of financial instrument. Bitpanda Metals reserves the right to add new precious metals or to remove precious metals from its M-Token offering, but only after the respective M-Token have been reacquired from Clients.

   2. Sale/purchase (Verkauf/Kauf) of M-Token for Clients is exclusively done in the following way: 

      1. Offer. The Client offers bindingly to sell or buy (part of) M-Token from/to Bitpanda Metals.

      2. How to make a binding offer: To make such a binding offer the Client has to (i) correctly fill in all necessary, valid and correct data on the User Interface and (ii) click/confirm either the "Buy" or "Sell" button (such offer the "Final Client Offer" and item (ii) referred to as the "Final Offer Click"). 

      3. Interpretation of Final Client Offer. For the avoidance of doubt, each Final Client Offer made by clicking "buy now" (each a "Final Buy Offer") is to be interpreted and qualified exclusively as "binding offer from the Client to Bitpanda Metals to accept the receipt of M-Token from Bitpanda Metals in exchange for payment of the specified amount" and each Final Offer Exchange made by clicking "sell now" (each a "Final Sell Offer") is to be interpreted and qualified exclusively as "binding offer from the Client to Bitpanda Metals to receive the requested amount in exchange for transfer of a specified amount and type of M-Token to Bitpanda Metals". 

      4. Payment. The Client instructs third parties to send and receive all payments to and from Bitpanda from their e-money account with third parties. If the third party account does not have sufficient funds, no Final Offer Sell can be submitted. 

      5. Credit note. In the event of a Final Offer Sale, the Client shall receive a credit from Bitpanda GmbH to their third party e-money account in the amount of the payments to be made to them.

   3. Conditions of the binding offer. The conditions under which you may make a Final Client Offer are communicated to you on the User Interface and are valid for a certain period of time ("Client Offer Term"). During the Client Offer Term, you may validate and confirm the conditions with the Final Offer Click. If you fail to confirm the Final Offer during the Client Offer Term, the trading window will be refreshed and updated conditions will be displayed, and a new Client Offer Term commences. 

   4. Offer Period. You are bound by a Final Client Offer for a period of 24 hours after the respective Final Offer Click (“Offer Period”). Bitpanda Metals will promptly confirm to you the receipt of a Final Client Offer.

   5. Acceptance of Final Client Offers. A Final Client Offer may either be accepted or rejected within the Offer Period. The Client will be informed about the acceptance or non-acceptance of the Final Client Offer. If the Final Client Offer is accepted by Bitpanda Metals, a binding agreement with the terms set out in the relevant Final Client Offer is concluded and the addition/deduction of M-Token is shown on the User Interface ("M-Token Trade Agreement").

   6. Fulfilment of M-Token Trade Agreements

      1. M-Token Trade Agreements pursuant to which you acquire M-Token are fulfilled on part of Bitpanda Metals by transfer of property of the relevant (part of) precious metal to you and on part of the Client by payment of the purchase price.

      2. M-Token Trade Agreements pursuant to which you sell M-Token are fulfilled by Bitpanda Metals by transfer of property of the relevant (part of) precious metal from you to Bitpanda Metals and simultaneous payment of the relevant sale price from Bitpanda Metals to you.

   7. Transfer of property. Whenever a M-Token Trade Agreement is concluded, the ownership of the corresponding precious metal is transferred to the Client in case of clause 3.7.1 and to Bitpanda Metals in case of clause 3.7.2 without undue delay.

   8. Authorisation of Bitpanda Metals. You herewith authorise and instruct Bitpanda Metals to carry out all steps necessary for the transfer of ownership of M-Token according to the concluded M-Token Agreement in your name and on your behalf. You herewith release Bitpanda Metals and any other Affiliate from any restrictions (under § 1009 of the Austrian Civil Code or otherwise) against self-dealing and double representation in connection with the other services offered by it on Bitpanda Systems or the User Interface.

   9. Minimum transaction volume. In general, each Final Client Offer must have a value of at least EUR 1.00 (based on the figures used by Bitpanda System). For certain Token the minimum transaction volume may be higher than EUR 1.00 (if this is the case, the minimum transaction volume will be shown on the User Interface before making a Final Client Offer). You will not be able to make a Final Client Offer that falls below any of those thresholds.

   10. No binding offers on the User Interface. Any figures, numbers or exchange reference prices on the User Interface, do not constitute binding offers for an exchange but an invitation to you to submit an offer for exchange.

   11. Unforeseeable delays. Due to unforeseeable technical disruptions, there may be delays in processing Final Client Offers. 

   12. No transfer of M-Token to or from a wallet outside Bitpanda Systems. M-Token cannot be transferred to or from your Wallet to a wallet outside Bitpanda Systems. No such request will be processed.

   13. Fees. Each M-Token Trade Agreement triggers fees that the Client accepts with the Final Offer Click and that will be deducted by the third party after the fulfilment of the M-Token Trade Agreement.

4. Precious Metals Holdings

   1. Vault Operator. The precious metal is held in a form generally accepted in settlement of physical precious metals markets around the world. The precious metals are physically stored and held by a vault operator ("Vault Operator") and the only access to such holdings is via Bitpanda Systems. Bitpanda Metals is the contracting party of this Vault Operator (including the custody agreement). 

   2. No contractual relationship with Vault Operator. Bitpanda Metals has the contractual relationship with the Vault Operator, not the Client. Hence, the agreement to manage your precious metals is between you and Bitpanda Metals only. You find current Vault Operators and places of precious metals holdings on Bitpanda’s website (https://www.bitpanda.com/metals). Bitpanda Metals may change the Vault Operator and the place of precious metals holdings due to objectively justified reasons. The Client cannot contact the Vault Operator directly (e.g. access to holdings, information) in the absence of a direct contractual relationship.

   3. Holding of a portion of precious metals bars. Any precious metals’ holding you own do not relate to a specific bar but rather to portions of precious metals bars that, when added up, is equal to the full reserves of all clients. By this method Bitpanda Metals is able to achieve its low prices while also giving the option to trade milligrams of precious metals. 

5. Miscellaneous

   1. Conflict of Terms. In case of a conflict between the Bitpanda TC, other product terms provided by Bitpanda Affiliates, and these Metals TC, these Metals TC shall prevail. 

   2. The Metals TC shall continue to apply even after termination of the business relationship until complete settlement.

   3. Contractual language. The Metals TC are made and published in various languages. In case of any discrepancies or in case of dispute the English language version of the Metals TC shall prevail.