1. INTERPRETATION

1.1 Definitions and Rules of Interpretation

The definitions and rules of interpretation in this clause apply in this agreement.

AML/KYC/KYB: refers to all applicable anti-money-laundering and “know your customer” procedures which VDAM carries out in accordance with the Money Laundering etc.
Business Day: a day (other than a Saturday, Sunday or public holiday in England) when banks in London are open for business.
The Business: specified parties or companies and the activities they engage in.
Schedule 1: Transaction Agreement that sets out the services to be proved on a case-by-case basis, detailing fees, delivery, precise services, and settlement. The transaction agreement is a separate document which is issued every time the details of an OTC trade is confirmed by both parties.
The Services: the business services to be provided by VDAM to the Party as set out in Schedule 1 of this agreement.

1.2 Clause, Schedule and Paragraph Headings

Clause, schedule and paragraph headings shall not affect the interpretation of this agreement.

1.3 Person Definition

A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s personal representatives, successors or permitted assigns.

1.4 Schedule 1 Inclusion

Schedule 1 forms part of this agreement and shall have effect as if set out in full in the body of this agreement. Any reference to this agreement includes Schedule 1.

1.5 Company Reference

A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.

1.6 Singular and Plural

Words in the singular shall include the plural and vice versa.

1.7 Gender Reference

A reference to one gender shall include a reference to the other genders.

1.8 Party Reference

A reference to any party shall include that party’s personal representatives, successors or permitted assigns.

1.9 Statute and Legislation

A reference to a statute, statutory provision or subordinated legislation is a reference to it as it is in force from time to time, taking account of any amendment or reenactment and includes any statute, statutory provision or subordinate legislation which it amends or re-enacts; provided that, as between the parties, no such amendment or re-enactment shall apply for the purposes of this agreement to the extent that it would impose any new or extended obligation, liability or restriction on, or otherwise adversely affect the rights of, any party.

1.10 Statute and Statutory Provision

A reference to a statute or statutory provision shall include any subordinate legislation made from time to time under that statute or statutory provision.

1.11 Writing Includes Email

A reference to writing or written includes e-mail.

2. PROVISION OF SERVICES

2.1 Service Provision

With effect from the date of this agreement, VDAM shall provide the Services to, inclusive but not limited to, fiat, escrow, execution and compliance services which include checking beneficiary and counterparty KYC/KYB and AML checks and wallet purity/verification services.

2.2 Standards of Service

In providing the services, VDAM shall use all skill and care and exercise such level of competence as would be expected of a person and firm of qualification in providing the Services and shall ensure that the Business is conducted/the Services are provided in accordance with all applicable requirements of the Legislation.

2.3 Transaction Agreements

The terms outlined in this agreement allow VDAM and to produce ‘Transaction Agreements’ on a case-by-case basis as set out in Schedule 1 of this agreement.

2.4 Trade and Settlement Services

Further to the provisions of Clause 2 above, it is agreed that the trade and settlement services may be initiated and completed by VDAM.

3. INDEMNITY

3.1 Indemnification by VDAM

VDAM shall indemnify the Party against all liabilities, costs, expenses, damages and losses (including any direct or indirect consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) (each a Claim) suffered or incurred by them or any of them arising out of or in connection with:

any breach of the warranties contained in clause 4;
gross negligence or willful misconduct in performance (or non-performance) of the Services.

3.2 Mitigation of Loss

Nothing in this clause shall restrict or limit VDAM’s general obligation at law to mitigate a loss which it may incur as a result of a matter giving rise to a Claim.

4. WARRANTIES

4.1 Warranties by VDAM

VDAM warrants that:

it shall not do any act or thing in its provision of the Services which causes the Party to breach its obligations under the Legislation;
it has in its employment persons of sufficient competence to perform the Services in compliance with the Legislation (to the extent applicable).

5. NO PARTNERSHIP OR AGENCY

5.1 Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party except as required pursuant to the operation and conduct of the Business and the proper provision of the Services.

6. ASSIGNMENT AND OTHER DEALINGS PROHIBITED

6.1 This agreement is personal to the parties and no party shall, without the prior written consent of the other party assign, transfer or deal in any other manner with this agreement or any of its rights and obligations or purport to do any of the same. No party shall sub-contract or delegate in any manner any or all of its obligations under this agreement to any third party or agent.

7. TERMINATION

7.1 Termination Rights

Without prejudice to any rights that have accrued under this agreement or any of its rights or remedies, either party may terminate this agreement without liability or further obligation to the other on giving the other not less than 3 months’ written notice or immediately (or following such notice period as it sees fit), by giving written notice to the other party if:

the other party commits a material breach of any material term of this agreement and (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified in writing to do so; or
the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement.

8. CONSEQUENCES OF TERMINATION

8.1 Post-Termination Obligations

Except as provided in this agreement, neither party shall have any further obligation to the other under this agreement following its termination.

8.2 Survival of Clauses

This clause 8 and the following clause 9 shall survive termination of this agreement and continue in full force and effect.

8.3 Effect of Termination

Termination of this agreement shall not affect any rights, remedies or obligations of the parties that have accrued or become due prior to termination.

9. CONFIDENTIALITY and NON-CIRCUMVENT

9.1 Confidentiality Obligations

Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 9.2.

9.2 Permitted Disclosures

Each party may disclose the other party’s confidential information:

to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out the party’s obligations under this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 9; and
as may be required by law, court order or any governmental or regulatory authority.

a. No party shall use any other party’s confidential information for any purpose other than to perform its obligations under this agreement.

b. The parties agree that during the course of this agreement, each is likely to introduce people and opportunities to the other. These introductions remain the intellectual property of the introducer and the recipient acknowledges that they will not conduct business with that party other than in connection with this agreement during the term of this agreement and for a period of two years thereafter and further agree that any breach will result in the loss of all earnings from that venture.

9.3 Non-Compete Rules

The party shall at all time during the term of the Agreement comply with non-compete rules and restrictions set forth in this Clause 9 of the Agreement.

a. The Parties covenant and agrees that they will not directly or indirectly suggest and/or provide any services to each other’s suppliers or clients that become known to each other through this agreement.

10. COSTS AND EXPENSES

10.1 Each party shall bear its own costs and expenses in connection with the negotiation, preparation, execution, and performance of this agreement.

11. ENTIRE AGREEMENT

11.1 Agreement Supersedes Previous Agreements

This agreement constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to its subject matter.

11.2 No Reliance on Unstated Representations

Each party acknowledges that, in entering into this agreement, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty other than as expressly set out in this agreement.

11.3 Exclusion of Liability for Fraud

Nothing in this clause shall limit or exclude any liability for fraud.

12. NOTICE

12.1 Notice Requirements

Any notice or other communication required to be given under this agreement, shall be in writing and shall be delivered personally, or sent by pre-paid first class post or recorded delivery or by commercial courier, to each party required to receive the notice or communication at its address as set out below:

Vorto Digital Asset Management, Varslavaska 715/36, 120 00 Praha 2, Czech Republic and/or [email protected] (Individual)
or as otherwise specified by the relevant party by notice in writing to each other party.

12.2 Notice Delivery and Timing

Any notice or other communication shall be deemed to have been duly received:

if delivered personally, when left at the address and for the contact referred to in this clause; or
if sent by pre-paid first-class post or recorded delivery, at 10.00 am on the second Business Day after posting; or
if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed.
If delivered by email, when sent by the sender.

13. THIRD PARTY RIGHTS

A person who is not a party to this agreement shall not have any rights under or in connection with it.

14. GOVERNING LAW AND JURISDICTION

14.1 Governing Law

This agreement and any dispute or claim arising out of or in connection with it or its subject matter shall be governed by and construed in accordance with the laws of the Czech Republic.

14.2 Jurisdiction

The parties irrevocably agree that the courts of the Czech Republic shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter.