Accordo con l'utente di Coinbase
These terms and conditions (the “Agreement”) are a contract between you and Coinbase Financial Services Europe Ltd., a company registered in Cyprus under number HE350475, with its registered office at 1 Lampousas Street, 1095, Nicosia, Cyprus, (“Coinbase Cyprus”).
With respect to Appendix 5 of this Agreement, that Appendix is a contract between you and Coinbase Luxembourg S.A, as further set out in that Appendix.
With respect to Appendix 6 of this Agreement, that Appendix is a contract between you and Coinbase Ireland Limited, as further set out in that Appendix.
References in this Agreement to "Coinbase", "we", "our" or "us", are to Coinbase Cyprus and references to "you" or "your" are to the person with whom Coinbase Cyprus enters into this Agreement.
By signing up to use an account through www.coinbase.com/cbfse, or any of our associated websites, application programming interfaces (“APIs”), or mobile applications (collectively the "Site"), you agree that you have read, understood, and accept all of the terms and conditions contained in this Agreement, including our Communications Policy in Appendix 2, our policies set out in Appendix 3, our Cookie Policy, Insurance Disclosure and Prohibited Use Policy, and have read and understood our Privacy Policy.
Important: Further information by way of product information sheets can be found on our Site or copies can be requested from our support team. You specifically consent to the provision of Key Information Documents through our Site. Elective Professional Customers should read the notice warning of the investor compensation rights and protections which you may lose as a result of your classification as an Elective Professional Customer. “Elective Professional Customers” are customers who request to be treated as professional customers and who meet the qualitative and quantitative tests as set out in our Client Categorisation Policy.
We refer to the Derivatives Services (defined below) and such other services that may be offered by Coinbase Cyprus from time to time, collectively, as the "Coinbase Cyprus Services", which can be accessed via the platform operated by Coinbase Cyprus (the “Coinbase Cyprus Platform”) (including the online platform which is accessible via the Site or at such location as may be prescribed by Coinbase Cyprus from time to time).
Amendment of this Agreement: We will notify you of any material change to the Agreement at least 30 days in advance, where we are required to do so under applicable law. In such circumstances, you will be deemed to have accepted the change if you do not close your Coinbase Cyprus Account prior to the date the change takes effect and you continue to use the Coinbase Cyprus Services.
We may make all other amendments to the Agreement (including in relation to any other Coinbase Cyprus Services) at any time by posting the revised Agreement (a “Revised Agreement”) on the Site or by providing a copy of it to you. The Revised Agreement shall, where lawful, be effective as of the time it is posted on the Site or provided to you (unless we state otherwise) but will not apply retroactively.
Dispute Resolution: PLEASE BE AWARE THAT SECTION 22 (CUSTOMER FEEDBACK, QUERIES, COMPLAINTS, AND DISPUTE RESOLUTION) OF THIS AGREEMENT, CONTAINS PROVISIONS GOVERNING HOW TO RESOLVE DISPUTES BETWEEN YOU AND COINBASE CYPRUS. PLEASE READ SECTION 22 CAREFULLY.
IMPORTANT NOTE: You should be aware that the risk of loss in trading or holding derivatives, including those referencing Digital Assets, can be substantial. As with any asset, the value of the reference asset and derivatives referencing them can increase or decrease and there can be a substantial risk that you lose money buying, selling, holding, or investing in derivatives. For derivatives referencing Digital Assets specifically, please see the risk warnings in Section 4 and Appendix 4 for further details, however trading of all derivatives offered by Coinbase Cyprus can involve substantial risk.
Coinbase Cyprus is regulated by the Cyprus Securities and Exchange Commission (“CySEC”) and holds a Cypriot Investment Firm licence under the Investment Services Law 87(I)/2017, as amended, to conduct investment services and activities specified in its licence. Coinbase Cyprus acts as a broker / agent – this means that it will receive your orders to enter into trades, and will transmit those to a third party venue and execute those orders on that venue as your agent. Details of the licensed services and activities that Coinbase Cyprus is permitted to conduct can be found on the CySEC website at https://www.cysec.gov.cy/en-GB/entities/investment-firms/cypriot/84044/.
The contact details of CySEC are as follows:
Office address: 19 Diagorou Str., CY-1097 Nicosia, Cyprus.
Telephone: +357 22506600
Postal address: Postal Address: P.O BOX 24996, 1306 Nicosia, Cyprus
Email: info@cysec.gov.cy
You should consult your financial advisor, legal or tax professional regarding your specific situation and financial condition, and carefully consider whether investing, trading and/or holding derivatives is suitable for you.
Further, you understand and agree that Coinbase Cyprus is regulated to provide Derivatives Services, and not to perform or provide services in relation to the underlying assets (including Digital Assets) themselves. Any services provided to you in relation to Digital Assets by the Coinbase Group will be provided to you under separate terms and conditions to which Coinbase Cyprus is not a party.
1. ELIGIBILITY.
1.1 To be eligible to use any of the Coinbase Cyprus Services, you must be at least 18 years old (or over the age of legal consent for entering into contractual arrangements under the laws of your country of residence (whichever is higher)), of legal competence and sound mind, and reside in a country in which the relevant Coinbase Cyprus Services are accessible. There are certain features which may or may not be available to you depending on your location and other eligibility criteria.
1.2 We may not provide all of our Coinbase Cyprus Services to customers residing in certain countries due to restrictions under applicable law, or restrictions under our internal policies. If you reside in a restricted country, you may be able to access some but not all of our Coinbase Cyprus Services. We may change the list of restricted countries from time to time and you can find the current list of restricted countries on our Site.
1.3 The Coinbase Cyprus Services may not be available in a country where we have blocked access to the Coinbase Cyprus Services. We may change the list of blocked countries from time to time and you can find the current list of blocked countries on our Site. If you are travelling to a blocked country, you may not have access to your Coinbase Cyprus Account or any of our Coinbase Cyprus Services. This restriction applies even if you do not normally reside in the blocked country. We are not liable for any loss which results from your inability to access the Coinbase Cyprus Platform because you are in a blocked country, or if caused by circumstances outside of our control.
1.4 No employee who currently works on a full time or part time basis for Coinbase Cyprus or any of its related entities shall, during the term of the employee's service to Coinbase Cyprus or any of its related entities become a customer of any brand of Coinbase Cyprus (either directly or indirectly, alone or with partners, associates, affiliates or any other third party) without Coinbase Cyprus's prior written approval. Should Coinbase Cyprus consider that the employee is trading with any brand of Coinbase Cyprus without its prior written approval personally and/or via a third party Coinbase Cyprus shall consider all the trading to be abusive and/or improper trading. In such circumstances the employee's trading account(s) and all open positions may be closed immediately and any funds held within the account may be confiscated.
1.5 Coinbase Group. In this Agreement, “Coinbase Group” means Coinbase Cyprus and its corporate affiliates.
2. SERVICES AND PAYMENTS.
2.1 Derivatives Services. Coinbase Cyprus provides customers with trading exposure to certain derivatives transactions, as made available by Coinbase Cyprus on the Coinbase Cyprus Platform from time to time ("Derivatives Services"). These Derivatives Services may be made available by Coinbase Cyprus to users that fulfil certain eligibility criteria. You acknowledge Coinbase Cyprus does not provide investment, legal, or tax advice governing or in relation to the Derivatives Services. “Digital Asset” means any digital asset (including a virtual currency or virtual commodity) which is a digital representation of value based on (or built on top of) a cryptographic protocol of a computer network.
2.2 Fees, Interest, Commissions and Charges. You agree to be responsible for the payment of, and will pay, all fees. A full list of fees for the Coinbase Cyprus Services, as amended from time to time, can be found on the Site at the ‘Fees and Charges’ page, which shall form part of this Agreement.
2.3 Payment. You shall promptly pay all of Coinbase Cyprus’s fees, interest, commissions and/or other charges at such rates and in such manner as Coinbase Cyprus may impose and stipulate from time to time with respect to the execution and/or performance of any Coinbase Cyprus Services or otherwise for the maintenance of your Coinbase Cyprus Account (as defined below) or the provision of any service to you or in connection with your Coinbase Cyprus Account.
2.4 Variation of Fees. Coinbase Cyprus reserves the right from time to time in its sole and absolute discretion and by notice to you to vary the rates of fees, interest, commissions and charges or impose other fees, interest, commissions and charges. Fees, interest, commissions and other charges may be quoted on request, posted on the Coinbase Cyprus Platform or individually notified via email or other modes of communication as Coinbase Cyprus in its sole and absolute discretion may deem fit. It is your responsibility to ensure that you are aware of current applicable fees, interest, commission, charges and rates.
2.5 Settlement. All commissions, interest, fees, charges or other amounts owed by you to Coinbase Cyprus may be settled by Coinbase Cyprus at its sole and absolute discretion on the day they fall due by debiting your Coinbase Cyprus or another entity in the Coinbase Group account with the relevant amount payable by you. In the event that there are insufficient funds or Digital Assets in your Coinbase Cyprus or another entity in the Coinbase Group account, you acknowledge that any amount due and payable from you under this Agreement is a debt immediately due and owing by you to Coinbase Cyprus. You will be liable in full to Coinbase Cyprus for all losses, costs and expenses Coinbase Cyprus incurs due to your failure to pay any amounts which are due from you or for any other breach of this Agreement. Such losses, costs and expenses include our legal costs, interest on overdue payments and third party costs reasonably incurred in recovering any sums from you.
2.6 Interest. If any amount you owe (except interest) is not paid within 7 calendar days of its due date, we may charge you interest from the due date until payment is received in full at 4% above Central Bank of Cyprus base rate from time to time; provided that, where mandated by applicable law, theinterest charged under this clause 2.6 shall not exceed the maximum interest we are are allowed to charge under such applicable law. If you have asked us in writing to pay you an amount that is due and payable by us to you and we have not paid the amount due within 5 business days of receipt by us of that request, we will pay you interest on the unpaid amount at the Central Bank of Cyprus base rate from time to time.
2.7 Deductions and Withholdings. All amounts owed to Coinbase Cyprus shall be settled in such funds or Digital Assets as solely determined by Coinbase Cyprus from time to time and shall be free of deduction or withholdings (if applicable). If you are required to effect such deductions or withholdings, then the amount due to Coinbase Cyprus shall be increased by such amount as shall result in Coinbase Cyprus receiving an amount equal to the amount Coinbase Cyprus should have received in the absence of such deduction or withholding.
2.8 Taxes. Any applicable taxes, duties, disbursements, costs and/or other expenses incurred by Coinbase Cyprus in connection with providing the Coinbase Cyprus Services to you or otherwise in connection with your Coinbase Cyprus Account shall be fully reimbursed by you.
2.9 Repayment. If for any reason Coinbase Cyprus cannot effect payment or repayment to you in fiat or a particular Digital Asset in which payment or repayment is due, Coinbase Cyprus may affect payment or repayment in an equivalent amount of any other Digital Assets selected by Coinbase Cyprus based on a rate of exchange solely determined by Coinbase Cyprus, acting reasonably, in respect thereof at the relevant time.
2.10 Currency / asset conversions. Coinbase Cyprus may, either itself or via an affiliated company, convert from one currency or Digital Asset to any other currency or Digital Asset relevant to a particular Derivatives Transaction: any money or Digital Asset you owe Coinbase Cyprus or Coinbase Cyprus owes you, any money or asset you pay to us, the balance in your Coinbase Cyprus Account, or any profit or loss on open positions. Derivatives Transactions will be executed and settled in fiat, or the currency of the underlying Digital Asset (as relevant to the Derivatives contract in question). A mark-up may apply during any conversion that may need to take place in order to remit any profit or loss to you. Currency or Digital Asset conversions will be at prevailing market rates reasonably available to Coinbase Cyprus. Coinbase Cyprus is entitled to charge you all commission and costs incurred by us in currency or Digital Asset conversions, if we are required to carry out any such conversion because you paid in a currency or asset other than the currency or asset you were obliged to use.
2.11 Set off. Without prejudice to (1) any right of set-off under this Agreement or applicable law and (2) our obligation to ensure negative balance protection for retail customers in relation to certain types of Derivative, you acknowledge and agree that Coinbase Cyprus may set off all amounts of whatever nature, denominated in whatever Digital Asset or currency or otherwise and wherever arising which are due from you (or, where appropriate, from the relevant entity for whom you are acting) or to you (or, where appropriate, to the relevant entity for whom you are acting) in respect of the Coinbase Cyprus Services and/or any other services provided to you through the Coinbase Cyprus Platform or otherwise. You are entitled to require Coinbase Cyprus to exercise these set off rights in relation to your Coinbase Cyprus Account where we have closed your open positions or cancelled Orders (as defined in clause 4.18 below). You acknowledge and agree that you (or, where appropriate, the entity for whom you are acting) will not be entitled to exercise any right of set-off or counterclaim against amounts due to Coinbase Cyprus.
2.12 Deposits. To the extent that fiat deposits are supported, any deposits (including payments and transfers) by you into your Coinbase Cyprus Account, or its affiliate companies, must be made in accordance with applicable law, including international regulations on money laundering and terrorist financing. Coinbase Cyprus has the right to refuse and decline a deposit, including where: it is by a third party or made anonymously; we have reasonable grounds for suspecting that the person making the deposit was not duly authorised to make it; or we have reasonable grounds for suspicion that the deposit violates the laws of Cyprus or other applicable law. This may result in funds being returned to source via the same method they were received (and you will be liable for any resulting charges) and subsequent closure of open positions (of which you will retain the liability for). Please therefore ensure that you fund your Coinbase Cyprus Account, or its affiliate, using your own funds. In relation to the fiat payments you make to Coinbase Cyprus, all such payments must be made only in those currencies supported by Coinbase Cyprus, as notified to you via the Site. All payments must be transferred from an account held in your name. You will only be credited for the net cleared amount received after all deductions; for example, after we have deducted bank charges and any other costs of transfer which we have incurred relating to your payment.
2.13 Withdrawals. To the extent that fiat withdrawals are supported, Coinbase Cyprus will consider a request from you to withdraw fiat funds from your Coinbase Cyprus Account and will proceed with execution of the request provided the following requirements are met. If any of the below-mentioned conditions have not been met, we may at our sole discretion take any necessary actions to ensure that your identity is appropriately verified, the transfer is effected to an account that belongs to you, and you have sufficient funds in your Coinbase Cyprus Account in order to maintain all of your open positions. All such necessary actions shall be processed in a reasonable time set out by Coinbase Cyprus. Coinbase Cyprus at its own discretion reserves the right to refuse and decline any withdrawal instructions for any other reason it deems appropriate. The withdrawal requirements are that:
(A) the withdrawal instruction includes all necessary information;
(B) the instruction is to make a transfer to the originating account (whether that is a bank account, a payment system account etc.) from which the money was originally deposited in the Coinbase Cyprus Account or at your request to a bank account belonging to you;
(C) at the time of withdrawal, the balance of Equity in your Coinbase Cyprus Account equals or exceeds the amount specified in the withdrawal instruction including all payment charges and excluding all Margin;
(D) there is no Force Majeure event (see Section 25.6) which prevents Coinbase Cyprus from effecting the withdrawal; and
(E) Coinbase Cyprus is satisfied that you are fully verified, i.e. KYC is done and/or updated.
2.14 Withdrawal Fees and Liability. All payment and transfer charges of third parties, as well as our withdrawal fees as set out on our Site, in relation to the withdrawal will be borne by you and Coinbase Cyprus shall debit your Coinbase Cyprus Account for these charges. You are fully responsible for the payment details that you provide to Coinbase Cyprus and we accept no responsibility for your funds if the payment details given are incorrect.
2.15 Withdrawal Authorisation. You authorise Coinbase Cyprus to make any deposits and withdrawals from your bank account linked to your Coinbase Cyprus Account on your behalf including, without prejudice to the generality of the above, withdrawals for the settlement of all Derivatives Transactions undertaken under this Agreement and all amounts which are payable by or on behalf of you to Coinbase Cyprus or any other person.
3. ACCOUNT SETUP.
3.1 Registration of Coinbase Cyprus Account. To use the Coinbase Cyprus Services, you will need to register for a Coinbase Cyprus account (a "Coinbase Cyprus Account") by providing your details, including your name, email address and a password, completing certain verification procedures, and accepting the terms of this Agreement. As part of registration for a Coinbase Cyprus Account, you will be asked a number of questions in relation to your trading history, personal circumstances and to test your understanding of the Coinbase Cyprus Services and Derivatives – this is to ensure that you meet our target market criteria and that the Coinbase Cyprus Services and products are appropriate for us to provide to you. You must provide suitable responses to those questions (which Coinbase Cyprus will determine, in its absolute discretion) in order to be eligible to open a Coinbase Cyprus Account, and we have no obligation to offer you the chance to retake or otherwise answer again any questions posed during the registration process, to the extent that we consider your previous answers to be incorrect or not otherwise demonstrating that the Coinbase Cyprus Services and products are appropriate for you.
3.2 Criteria. By using a Coinbase Cyprus Account, you agree and represent that you will use the Coinbase Cyprus Services only for yourself, and not on behalf of any third party. Each customer may register only one Coinbase Cyprus Account. You are fully responsible for all activity that occurs under your Coinbase Cyprus Account. We may, in our sole discretion, refuse to open a Coinbase Cyprus Account for you, or suspend or terminate any Coinbase Cyprus Accounts (including duplicate accounts) or suspend or terminate the trading of Derivatives. Please see Section 13 below for more information.
3.3 Access, Processing and Storage of your Personal Data & Identity Verification. Under the provisions of the Prevention and Suppression of Money Laundering Activities Law 188(Ι)2007, as amended, (the “AML Law”) and CySEC’s Directive regarding the prevention and suppression of money laundering and terrorist financing, as amended from time to time, Coinbase Cyprus is obliged to apply customer identification procedures and customer due diligence when establishing a business relationship with a customer and/or carrying out an occasional transaction with a customer (where applicable). It is noted and understood that you shall not be considered as Coinbase Cyprus’s customer unless all our internal checks, including anti-money laundering checks and the appropriateness test have been duly satisfied.
You agree to provide us with the information we request (which we may request during registration for your Coinbase Cyprus Account or at any time deemed necessary) for the purposes of identity verification, providing the Coinbase Cyprus Services to you (including the establishment of applicable limits), and the detection of money laundering, terrorist financing, fraud, or any other financial crime, including as set out in Appendix 1 (Verification Procedures and Limits) and permit us to keep a record of such information.
The information we request may include personal information such as your name, residential address, telephone number, email address, date of birth, taxpayer identification number, government identification number, information regarding your bank account (such as the name of the bank, the account type, routing number, and account number) network status, customer type, customer role, billing type, mobile device identifiers (e.g. international mobile subscriber identity and international mobile equipment identity) and other subscriber status details, and any such information that Coinbase Cyprus is required to collect from time to time under applicable law. Where you have an account with another member of the Coinbase Group for other Coinbase services, we may seek to obtain this information from that entity, and you expressly consent that we shall be entitled to do so.
You may also be required to undergo “Enhanced Due Diligence”, where Coinbase Cyprus may request that you submit additional information about yourself or your business, provide relevant records, and arrange for meetings with Coinbase Cyprus staff so that Coinbase Cyprus may, among other things, establish the source of your wealth and source of funds for any transactions carried out in the course of your use of Coinbase Cyprus Services.
In providing us with this or any other information that may be required, you confirm that the information is true, accurate and complete, and you have not withheld any information that may influence Coinbase Cyprus’s evaluation of you for the purposes of your registration for a Coinbase Cyprus Account or the provision of Coinbase Cyprus Services to you. You undertake to promptly notify in writing and provide Coinbase Cyprus with information regarding any changes in circumstances that may cause any such information provided to become false, inaccurate or incomplete and also undertake to provide any other additional documents, records and information as may be required by Coinbase Cyprus and/or applicable law. You permit us to keep records of such information. We will treat this information in accordance with Section 19.
We may make enquiries, whether directly or through third parties, that we consider necessary to verify your identity or protect you and/or us against fraud or other financial crime, and to take action we reasonably deem necessary based on the results of such enquiries. When we carry out these enquiries, your personal information may be disclosed to credit reference and fraud prevention or financial crime agencies and these agencies may respond to our enquiries in full. This is an identity check only and should have no adverse effect on your credit rating. Additionally, we may require you to wait some amount of time after completion of a transaction before permitting you to use further Coinbase Cyprus Services and/or before permitting you to engage in transactions beyond certain volume limits. In accordance with our Privacy Policy, we reserve the right at all times to monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, sanctions programs, legal process or governmental request. Further, please note that your mobile network operator may disclose your information to Coinbase Cyprus, its service providers, and other third parties (including governmental authorities) for fraud prevention and other purposes in accordance with its privacy policies.
CUSTOMER CLASSIFICATION
3.4 When you open a Coinbase Cyprus Account you will be classified by us as either a retail customer, professional customer or eligible counterparty, in accordance with applicable law and our Customer Categorisation Policy (available on our Site). Retail customers receive the greatest level of protection under the rules and regulations of the CySEC.
3.5 You will receive notification of your classification once your Coinbase Cyprus Account has been opened. However, you will be classified as a retail customer unless otherwise notified. You can apply for a reclassification or we can re-classify you. In both situations we will require your written consent. Professional customers or eligible counterparties are entitled to request a reclassification to a customer classification that is entitled to a higher level of protection.
3.6 The information that you provide to us is relied upon by us when processing your Coinbase Cyprus Account, classifying and dealing with you. You need to inform us immediately in writing of any changes (e.g. change of address, contact details, change in employment or financial status, bank/credit details). Professional customers are responsible for notifying Coinbase Cyprus about changes that may affect their current categorisation.
3.7 For more information, please refer to the Customer Categorisation Policy on our Site.
TAX REPORTING
3.8 Coinbase Cyprus has certain tax reporting and other related obligations as a result of providing the Derivatives Services which arise out of the OECD’s Common Reporting Standard, and its local implementation in Cyprus. This framework requires Coinbase Cyprus to collect certain information about users and their trading activities in order to report in a standardised way to regulators on a periodic basis. You acknowledge and agree that Coinbase Cyprus may request certain information and attestations via the Coinbase Cyprus Platform from time to time (via onboarding and thereafter) in order to ensure compliance with these requirements, and that if you do not provide this information or attestations then Coinbase Cyprus shall be entitled to withhold provision of Derivatives Services to you until such information is provided, even if you have open positions at the time such information is requested.
3.9 You agree that Coinbase Cyprus shall be entitled to share with regulators and tax authorities the information we collect for tax reporting purposes, and your financial information relating to your Coinbase Cyprus account, as may be necessary to enable Coinbase Cyprus to meet its tax reporting obligations.
U.S. REGULATORY REPORTING
3.10 The Client, acknowledging that trading activity in U.S. futures and commodity options may be subject to the jurisdiction of the U.S. Commodity Futures Trading Commission (CFTC) Large Trader Reporting (LTR) system, shall, upon the earlier of (i) holding a "reportable position" as defined under CFTC Regulation 15.00, or (ii) request by the Counterparty, promptly provide all necessary identifying and control information, including but not limited to, the legal entity's full name, address, principal business, ownership and control structure, and any other data required to allow the Counterparty to fulfill its obligations under CFTC Regulation Part 17. Furthermore, should the CFTC issue a special call (as specified in CFTC Regulation Part 17) requiring the Client to file applicable CFTC reports (including Form 40 (Statement of Reporting Trader)), the Client agrees to complete and submit such reports directly to the CFTC (or to the Counterparty for onward submission, if directed) within the specified regulatory deadline and shall provide the Counterparty with evidence of timely compliance.
4. DERIVATIVES SERVICES.
4.1 In General. The Derivatives Services enable you to enter into certain types of trading contracts that reference an underlying reference asset, sometimes on the basis of an agreed future price of the reference asset, with or without a fixed expiry date (“Derivatives” and each transaction of this nature being defined as a “Derivatives Transaction”). For more detailed information please refer to the Key Information Documents (each a “KID”) available on our website.
Coinbase Cyprus facilitates and enables the trading of Derivatives by its customers on Execution Venues (as defined in clause 4.8 below), including the Coinbase Derivatives Exchange, LLC (“Coinbase Derivatives Exchange”) platforms. These Derivatives Transactions are entered into by you on the relevant Execution Venue, but will be executed on the Execution Venue by us as your agent. All Derivatives Transactions that you undertake will be initiated and managed by you through the Coinbase Cyprus Platform.
4.2 Execution Only. The Derivatives Services are an execution-only service. This means that, in using the Derivatives Services: (a) you will be responsible for all investment decisions and actions with respect to the Derivatives Transactions that you enter into; (b) the Coinbase Cyprus Platform allows you to only enter into Derivatives Transactions; and (c) you cannot enter into secondary trading in respect of Derivatives Transactions.
4.3 Other Limitations to Services. The Coinbase Cyprus Platform is not an exchange or a market. This means that:
(A) you can only enter into trades and investments on the Coinbase Cyprus Platform, and not third parties;
(B) all trades opened on the Coinbase Cyprus Platform can only be managed or closed on the Coinbase Cyprus Platform;
(C) all products which you purchase on the Coinbase Cyprus Platform can only be sold on the Coinbase Cyprus Platform, and not a third party platform;
(D) you will generally not be able to transfer products into your Coinbase Cyprus Account, out of your Coinbase Cyprus Account or to a third party at any time. However, we reserve the right to permit and support this functionality at our discretion, including, for example, the ability for you to transfer certain products between your Coinbase Cyprus Account and wallets operated by another entity in the Coinbase Group; and
(E) our prices may be different from the prices provided by other brokers, the market price, as well as the current prices on any exchanges or trading platforms.
Therefore, you expressly consent to us executing orders inside and outside of a regulated market, multilateral trading facility, or organised trading facility, in the manner described in this Agreement and the Trade and Order Execution Policy.
RISKS
4.4 General. Trading in Derivatives is high risk and highly speculative. This is particularly true for Digital Asset Derivatives, given the volatile nature of Digital Asset markets. In entering into a Derivatives Transaction, you accept the full risk that you could lose all the Equity in a Derivatives Transaction, and the Margin that you post to support those Derivatives Transactions, and beyond that your Digital Assets in your Coinbase Luxembourg Account or fiat assets held in an affiliated Coinbase group entity.
4.5 Margin. Derivatives Transactions require the posting of Margin and the maintenance of that as markets move, meaning that a movement of the market against you could result in you not holding adequate Margin in line with Coinbase Cyprus’ margin requirements as notified to you on the Coinbase Cyprus Platform from time to time (the “Margin Requirements”), and therefore be subject to partial liquidation or close-out of your positions, and thereby crystallising losses without you taking action. Accordingly, open Derivatives Transactions require ongoing monitoring and management to ensure you can manage your positions effectively.
4.6 No title ownership of underlying reference asset. In entering into Derivatives Transactions you are not entering into a sale or purchase agreement to purchase the underlying reference assetsthemselves. A Derivatives Transaction does not give you any rights to receive physical delivery of any underlying reference asset, nor is the position hedged against any underlying underlying reference asset. Instead it is a contract that provides an agreed position with respect to the future price of an underlying reference asset that may result in a profit or a loss for you.
4.7 Index Pricing. In order to provide pricing to carry out Derivatives Transactions and set Margin requirements, Coinbase Cyprus provides a suitable price for the underlying reference asset on the Coinbase Cyprus Platform which is set by the relevant Execution Venue for the product you are entering into. The price is calculated by reference to a number of different price feeds from key liquid markets globally, by taking the median of prices from these markets in order to provide a price that seeks to appropriately reflect the market price. Market dynamics and the calculation of these prices mean that, although Coinbase Cyprus will make efforts to ensure that prices reflect the market to the extent possible, during exceptional market conditions, pricing may at times vary from the market and that could lead to Liquidations. You should ensure that you monitor Coinbase Cyprus’s price feeds and your Coinbase Cyprus Account in order to manage your open Derivatives Transactions to avoid unintended consequences.
PRICING
4.8 Pricing. Our published prices for our Derivatives Services are determined based on the price of the underlying reference asset. We must first arrive at a 'market price' on which we can base our prices. This market price for each of our Derivatives products is obtained from a single Execution Venue per product. In this Agreement, an “Execution Venue” means a regulated market, a multilateral trading facility, a systematic internaliser, a market maker or other liquidity provider or an entity that performs a similar function in a third country to the functions performed by any of the foregoing, as defined under Delegated Regulation 2017/565, which was selected by us, based on the provisions of our Order Execution Policy, to execute your Orders.
4.9 Pricing feeds. The prices of our services and products offered by us depend on the fluctuations in the financial market and are outside of our control since they are received by feed providers. Any amendments to our prices will be effective immediately. Please see our Order Execution Policy for further explanation as to how we calculate our prices for Derivatives Services.
4.10 Obtaining prices. For each market, Coinbase Cyprus will usually quote two prices. The higher price (for a market) is called our “Offer Price” and the lower price (for the same market) is called our “Bid Price”. Our prices can be obtained from our Site or the Coinbase Cyprus Platform. You may only offer to place an Order at the current and valid price quoted by us.
4.11 Inability to calculate. There may be instances when it is not possible to calculate a price for a market. For example, due to internal system problems or those of a third party, or an event outside of our control (see Section 25.6 for further details). Should this occur, that market will read as “market closed” or “suspended” on the Coinbase Cyprus Platform and you will not be able to place a trade on that market and you should be aware that losses may occur.
4.12 Inability to execute. If the Coinbase Cyprus Platform informs you that a price is "halt", "ready to trade" or "pause" state, it is not possible to execute a Derivatives Transaction on it.
4.13 Spreads. The spread is the difference between our Offer Price and our Bid Price (for the same market). The Order Execution Policy explains how we calculate our spreads for Derivatives and the product information sheets give an indication of the typical spreads on most markets. Our spreads may change regularly according to the price of the underlying reference asset. We are entitled to alter our spreads and these are set at our discretion and any changes are effective immediately.
4.14 Ex-Post Disclosure. In order to improve transparency for customers on the associated costs of their investments and the performance of their investments against the relevant costs and charges over time, periodic ex-post disclosure will be provided to you on a personalised basis.
TRADING & MARGIN
4.15 Margin Requirements. Coinbase Cyprus's Margin Requirements are important with respect to your use of the Derivatives Services and you should familiarise yourself with them via the Coinbase Cyprus Platform, prior to entering into any Derivatives Transaction. The Margin Requirements will set out how Margin is calculated, how to maintain appropriate Margin levels, deleveraging processes and close-out processes and when and how they are implemented, how the loss absorbing capital operates, and other important requirements. By entering into a Derivatives Transaction you agree to comply with, and be subject to, the Margin Requirements relevant to that type of Derivatives Transaction in place at the time you enter into that Derivatives Transaction, and further you agree that Coinbase Cyprus may exercise rights, including on behalf of Derivatives Transaction counterparties, as further described in the Coinbase Cyprus Platform (for example around Liquidation) with respect to your open Derivatives Transaction positions and your Coinbase Cyprus Account. You acknowledge that different Derivatives Transactions available on the Coinbase Cyprus Platform may have different margin requirements, including requirements to post Margin in fiat currency or Supported Digital Assets. It is your responsibility to know the current Margin Requirements applicable to your open positions at all times. Coinbase Cyprus reserves the right to make amendments to the Margin Requirements in its sole discretion at any time without prior notice, and you hereby consent and agree to any and all such amendments and further agree to unconditionally abide and be bound by them. The Margin Requirements which apply to any particular Derivatives Transaction will be those in force when the Derivatives Transaction is entered into by you. Unless the notification we provide expressly states otherwise, alterations to the Margin Requirements will become effective immediately upon our giving notice to you, which you agree may be by any of the following means: post, telephone, email, text message, published updates to the product information sheets, or posting on the Coinbase Cyprus Platform.
4.16 Margin Levels and Requirements. In entering into a Derivatives Transaction you must post and/or maintain certain levels of funds or assets in order to guarantee the open positions that you hold at any one time (“Margin”) by utilizing fiat currency or the relevant Supported Digital Assets in your Coinbase Cyprus or another entity in the Coinbase Group account. Further, Margin may be posted in either fiat or a range of different Supported Digital Assets (as notified to you from time to time via the Coinbase Cyprus Platform), but some Supported Digital Assets may have less favourable terms for use as Margin to reflect their volatility and the liquidity of the markets they trade in, as further described in the relevant Margin Requirements. "Supported Digital Asset" means only those particular Digital Assets listed as available to trade in your Coinbase Cyprus Account. Services and supported assets may vary by jurisdiction.
4.17 Entering into a Derivatives Transaction. To enter into a Derivatives Transaction, you must first place an order to enter into a Derivatives Transaction on the Coinbase Cyprus Platform (an “Order”), and post the “Initial Margin” for that Derivatives Transaction, as quoted on the Coinbase Cyprus Platform. The Initial Margin is the amount of fiat currency or assets that are required to be pledged to Coinbase Cyprus to guarantee the position you are opening in relation to that Derivatives Transaction. Initial Margin must be posted in specified fiat currency (where that is available), or can be posted in USDC or another Supported Digital Asset if allowed by Coinbase Cyprus for Margin purposes (as set out on the Coinbase Cyprus Platform from time to time). Once you have placed an Order and posted the relevant Initial Margin, Coinbase Cyprus will (in its sole and absolute discretion) either accept or not accept that Order. If the Order is accepted, that Order will be transmitted by Coinbase Cyprus to the Execution Venue, executed by Coinbase Cyprus as your agent (either directly or via a third party member of the Execution Venue to whom we transmit your order) on the relevant Execution Venue, and that Derivatives Transaction will then be open and contractually binding upon you. If the balance of your “Equity” (being the total unencumbered Supported Digital Assets and, if relevant, fiat currency, available in your Coinbase Cyprus Account) is not sufficient to cover the Initial Margin for a particular Derivatives Transaction you wish to place an Order for, you will not be able to enter into that Derivatives Transaction. Please note that your Equity balance may be different for different types of products available on the Coinbase Cyprus Platform, as some products may have different Margin requirements.
4.18 Placing an Order. You should ensure that you understand all of the rules, specifications and terms of this Agreement that apply to the relevant Derivatives Transaction before you place an Order. You should not place an Order if you are unsure whether you will be able to pay the Margin. You should in particular consider the trade size you wish to use. If you wish to place an order through the Coinbase Cyprus Platform, you will need your account number and password.
Unless otherwise agreed, when you place an Order:
(A) you have no rights or obligations in relation to the underlying Digital Asset on which our prices are based;
(B) we will not check or take into account any assumption expressed by you as to the effect of any Derivatives Transaction on your overall open positions with Coinbase Cyprus;
(C) an Order will be placed regardless of whether it creates a new open position or closes an existing open position; and
(D) if an open position already exists and a Derivatives Transaction is executed in a product which is fungible to the existing open position and in the opposite direction to the existing open position, then the act of placing the Order will result in the closure (in whole or partially) of the existing position, on a 'first in, first out' (FIFO) basis.
4.19 Types of Orders. On certain markets we will accept instructions to place an Order when our price reaches or trades through a price set by you and agreed by us (the “Proposed Execution Price”). These types of Orders fall into the following categories (although not all Order types may be available for all products):
(A) Market Order: A Market Order is an Order to buy or sell a specified notional quantity of an underlying asset at the current best available market price of existing Orders on the Order Book.
(B) “Limit Order”: A Limit Order is an Order to buy or sell a derivative position against a specified notional amount of an underlying asset at a specified price. A Limit Order will only Fill, or Partially Fill, at the specified price or a better price.
(C) Stop Limit Order: A Stop Order is an instruction to post a Limit Order to buy or sell a derivative position against a specified notional quantity of an underlying asset but only if and when the last trade price on the Order Book equals or surpasses the Stop Price. Once a Stop Order has been placed, it is considered ‘active’ until it executes by posting the relevant Order when the Stop Price is triggered.
(D) Take Profit/Stop Loss: Take Profit Stop Loss Order is a Limit Order to buy or sell a derivative position against a specified notional quantity of an underlying asset at a specified price, with stop limit order parameters embedded in the order. Take Profit Stop Loss Orders functions the same way as a Limit Order, but if the stop price is triggered before an execution on the original Limit Order, the original Limit Order will be repriced to the stop limit price. If the original Limit Order is partially filled, the stop price and stop limit price will not be triggered, and the open portion of the Limit Order will remain at the original Limit Order price.
(E) TWAP Order: TWAP stands for “total weighted average price”. A TWAP Order is designed to execute large orders over time to minimize market impact. The order is broken down into smaller pieces and executed at regular intervals throughout a specified time period.
In the case of the Orders listed in this Section, Coinbase Cyprus gives no guarantee that the Order will be executed at the Proposed Execution Price. The price at which an order is ultimately executed can differ from the proposed execution price indicated at the time the order is placed. Factors like market volatility and liquidity mean that Market Orders may be executed at a better or worse price than originally proposed and Limit Orders may be executed at a better price than originally proposed. Subject to Section 4.21, Coinbase Cyprus has no liability to you if the price at which the Order is executed is different to the Proposed Execution Price.
In respect of the types of Order listed above, the following terminology applies and all Orders will be deemed GTC unless we agree when you place the Order that it is GTD. You are responsible for cancelling any Order that you have placed and unless you do so, the Order will be executed, regardless of whether you have closed or opened any Derivatives Transactions, unless the Order has been automatically cancelled in accordance with this Agreement.
(A) Good Till Cancelled (hereafter the “GTC”) means that the order will remain in effect on each trading day in respect of the relevant market until execution or the earlier of: cancellation of the order by you; or possible cancellation by the Company in accordance with the User Agreement. In respect of the types of order listed above, all orders will be deemed GTC unless we agree when you place the order that it has a different time in force. You are responsible for cancelling any order that they have placed and unless they do so, the order will be executed, regardless of whether you have closed or opened any position, unless the order has been automatically cancelled in accordance with the User Agreement.
(B) Good Till Date (hereinafter the “GTD”) means that the order will remain in effect in respect of the relevant market until the earlier of: cancellation of the order by you; or possible cancellation by the Company in accordance with the User Agreement; or the date specified on the order at the time it was placed.
(C) Fill or Kill (hereinafter the “FOK”) means that the order is a conditional order that must be executed immediately in its entirety or cancelled.
(D) Immediate or Cancel (hereinafter the “IOC”) means that the order must be executed immediately. Any portion of an IOC order that cannot be filled immediately will be cancelled.
For further information, please see our Order Execution Policy available on our Site. If we introduce new types of Order we will notify you in writing and will publish details on our Site or on the Coinbase Cyprus Platform.
4.20 Coinbase Cyprus’s Order Execution Obligations. Coinbase Cyprus will endeavour to execute Orders as soon as it is reasonably able to do so, depending on the market conditions. Orders will be executed at the first price reasonably available to Coinbase Cyprus based on our Offer Price or our Bid Price. We are required to take sufficient steps to achieve the best possible result for you, on a consistent basis, when providing the Coinbase Cyprus Services. Our Order Execution Policy provides further information regarding the execution of Orders and the relevant market factors that we take into account as part of our best execution obligation. This policy, which may be amended from time to time, forms part of our Agreement with you and is available on our Site.
We monitor the effectiveness of our Order Execution Policy on a regular basis to ensure that we consistently achieve the best results for you.
4.21 Order Acceptance. When you place an Order, Coinbase Cyprus will review that Order and determine, acting reasonably based on a number of factors in its sole discretion, whether or not to accept or reject that Order. These factors include where your Equity is insufficient to cover the Initial Margin, where the Order would result in any breach of this Agreement or applicable law, where you are overdue on any payment due to us (including Margin), or where the Order would breach a transaction limit as set out in Section 7. If an Order is accepted by Coinbase Cyprus, an open Derivatives Transaction position will be reflected in your Coinbase Cyprus Account and the Initial Margin for that Derivatives Transaction will be locked to act as collateral for the Derivatives Transaction and transferred to Coinbase Cyprus. If an Order is rejected by Coinbase Cyprus, you will be notified of that via your Coinbase Cyprus Account, the requested Derivatives Transaction position will not be opened and will not be reflected in your Coinbase Cyprus Account, and the Initial Margin for that Order will become available to you again to use for an alternative Order. Coinbase Cyprus will not be liable for any loss suffered as a result of the non-execution of a Derivatives Transaction.
You should contact Coinbase Cyprus immediately if you are unsure in any way as to whether an Order has been accepted. Except in the event of exceptional circumstances, such as operational incidents, unavoidable interruptions of service or other events outside of Coinbase Cyprus’ control, the Coinbase Cyprus Platform provides access to all of your open positions, Orders placed, recent transaction history, Margin and Equity. However, we will also provide you with any information that you reasonably request in relation to the status of any Derivatives Transaction or Order.
If an Order that has been accepted displays an error or inaccuracy in your Coinbase Cyprus Account, this will not affect the validity of the relevant Derivatives Transaction. Please notify Coinbase Cyprus as soon as reasonably practicable if you become aware of any such errors or inaccuracy. As soon as reasonably practicable on becoming aware of a manifest error in relation to a Derivatives Transaction, Coinbase Cyprus may, acting reasonably and in good faith, void the Derivatives Transaction as though it had never taken place or amend the Derivatives Transaction to correct the manifest error.
4.22 Maintenance Margin. Once you have entered into a Derivatives Transaction, in order to avoid “Liquidation” (i.e. your positions being closed via the Coinbase Cyprus Platform to deleverage, in order to bring your Equity above the required level), you must ensure that the balance of your Equity (as relevant to the Derivatives Transactions you have entered into) stays above the value of the Margin required to be maintained in your Coinbase Cyprus Account to maintain your open Derivatives Transactions positions as the market moves (the “Maintenance Margin”). The Maintenance Margin required at any time to avoid Liquidation of your open Derivatives Transaction positions will be shown in your Coinbase Cyprus Account, alongside the value of your Equity, to enable you to manage this. It is your responsibility to manage your Maintenance Margin and monitor it to avoid any Liquidation. If you think that you might be out of contact with us for a period of time, you should consider closing any open positions. If the balance of your Equity falls below the Maintenance Margin, you will need to immediately post additional Margin into your Coinbase Cyprus or another entity in the Coinbase Group account in order to maintain your open positions. Please note the provisions of Section 5.14 below through which you give instructions for the auto-conversion of certain Digital Asset balances automatically in order to support ongoing Maintenance Margin requirements for open Derivatives Transactions. If you do not maintain your balance of Equity above the Maintenance Margin required at any time to support all your open Derivatives Transaction positions, Coinbase Cyprus may liquidate any open positions in your Coinbase Cyprus Account using its “automatic liquidation algorithm”, as set out at Section 4.27. Changes in leverage limits may also occur as indicated in the Coinbase Cyprus Platform (for example you may be able to select higher leverage during the day which reverts to a lower leverage position overnight automatically) - where this occurs your Maintenance Margin requirement for any open trades will change and, if the balance of your Equity is not sufficient to cover that new Maintenance Margin requirement, your position will be closed-out.
4.23 Liquidations. The Coinbase Cyprus Platform will actively monitor customer's margin “health” through a dynamic “margin ratio” calculation. The margin ratio is a percentage that is calculated by dividing the Maintenance Margin requirement by the total funds available for use as Margin. When trading begins or when you have no positions, the margin ratio is 0%. A margin ratio of 100% triggers the liquidation of positions and cancellation of open orders. Under this margin close-out rule (the “Margin Close-Out Rule”), we will close one or more of your open positions and/or cancel open orders if the combined total of funds, assets and unrealised net profits in your Coinbase Cyprus Account that are available for use as Margin falls below a risk-adjusted close-out threshold (the “Margin Close-Out Threshold”). For futures contracts, this Margin Close-Out Threshold is currently calibrated so that liquidation will generally be initiated when your available funds are approximately 66% of the initial margin required for your open positions, although we may set different thresholds for particular products or in particular market conditions where this is justified by our risk-management framework, as described in our Margin Requirements and product documentation from time to time. The margin ratio of 100% referred to above corresponds to your account reaching the applicable Margin Close-Out Threshold. We agree that, if you are a retail customer, we shall have no right to require you to use additional funds from your other assets beyond those held within your Coinbase Cyprus Account to compensate for losses resulting from the liquidation of a Derivatives position.
4.24 Closing Positions. An open position placed at our Offer Price (a “Long Position”) can be closed by selling at our Bid Price quoted on closing. An open position placed at our Bid Price (a “Short Position”) can be closed by buying at our Offer Price quoted on closing. Open positions can also be closed (partially or completely) by placing an Order in the same market (for the same expiry date and time if applicable), with the same or smaller trade size but in the opposite direction. If the Order placed uses a smaller trade size than the open Derivatives Transaction, the effect will be to reduce the original open position on the Derivatives Transaction by the size of the closing Order placed. If you place a closing Order with a trade size larger than that of the original open Derivatives Transaction, this may result in a new position being opened in the opposite direction of the original Derivatives Transaction. The trade size of the new Derivatives Transaction will be the difference between the trade size of the closing Order and the trade size of the original Derivatives Transaction.
You can usually close open positions on Derivatives Transactions at any time. You should refer to the Coinbase Cyprus Platform or product information sheets for further information. Coinbase Cyprus may limit the minimum and/or maximum trade sizes (on closing) if underlying conditions change (please refer to Section 7 for further details). This limit may apply regardless of the minimum/maximum size that was in place at the time of opening the Derivatives Transaction. If, on closing, the maximum trade size is less than the minimum and/or maximum trade size on opening, it will not be possible for you to completely close all of your open positions with one Order.
If you, or Coinbase Cyprus in accordance with this Agreement, do not specifically close an open position then an open position will run until its expiry date and time (where applicable), subject to any closing Orders you may place. Where applicable, on the expiry date and time any open position will be automatically closed in accordance with the settlement details in the product information sheets. If no settlement details are set out then it will be on the basis quoted by Coinbase Cyprus on closure. You should also note that our prices shown on the Coinbase Cyprus Platform may not reflect the settlement price. You can refer to the product information sheets and your Coinbase Cyprus Account for expiry date and times of open positions.
4.25 Rolling over a Position. Certain Derivatives Transactions have an expiry date, details of which are available on the Coinbase Cyprus Platform.You acknowledge and agree that we may, at our sole discretion and without prior notice, close any fixed expiry derivatives transaction a reasonable time before its expiry if it could settle by delivering something other than cash. In relation to fixed expiry Derivatives, you may request that Coinbase Cyprus rolls over that Derivative, which we may agree to do in our sole discretion. You must make the request a certain period in advance of the expiry date of the Derivative, which will be specified on the Coinbase Cyprus Platform according to the Derivative concerned. If you are permitted to roll over a Derivatives Transaction, you may do so via either manual roll or automatic roll, as follows:
(A) Manual roll: You can close your position in the expiring contract and open an equivalent position in a later-dated contract at the then-prevailing market prices. Execution, fees, and slippage depend on market conditions.
(B) Automatic roll: If you opt in to automatic rolling via the Coinbase Cyprus Platform, all of your fixed expiry Derivatives Transaction positions will roll automatically to the extent possible. Upon this occurring, your positions on expiring contracts will close, open orders will be cancelled, and positions will reopen on the next contract automatically. Any pending orders will not be re-established on the new contract.
(C) The rolling algorithm used for automatic rolls first submits a closing order (closing leg) on the expiring contract, then an opening order (opening leg) on the next contract to re-establish your position.
(D) Automatic rolls are not guaranteed to be successful. They will not execute if you have not opted in to automatic rolls, if you have insufficient funds, or if there is insufficient liquidity on the expiring or the next available contract.
4.26 Profits and Losses. On closure of a Derivatives Transaction, a profit or loss may have arisen. You will have made a profit if the price at which you sold (whether opening or closing the Derivatives Transaction) exceeded the price at which you bought (whether opening or closing the Derivatives Transaction). You will have made a loss if the price at which you sold (whether opening or closing the Derivatives Transaction) was less than the price at which you bought (whether opening or closing the Derivatives Transaction). Please note, the overall profitability of the position will also depend on other factors such as financing charges incurred throughout the lifetime of the open position. Profits on closed Derivatives Transactions will be credited to your Coinbase Cyprus Account. Losses on closed Derivatives Transactions will be debited from your Coinbase Cyprus Account.
Profits or losses on open positions are unrealised until the position is closed and so will not be credited or debited to your Coinbase Cyprus Account. Those unrealised profits and losses will be calculated as above replacing the closing price with the current price and the total of your unrealised profits and losses is the “Open Position P&L”, which you can find in your Coinbase Cyprus Account or on the Coinbase Cyprus Platform. Please note that Open Position P&L is taken into account in the calculation of your transaction limits and Margin Requirements, to determine whether or not you can place a Derivative Order and to determine the maximum trade size of a Derivative Order.
You will only be paid your realised profits if your Derivative Orders were placed in accordance with this Agreement and you did not abuse the Coinbase Cyprus Platform or Coinbase Cyprus Services in any way and your Coinbase Cyprus Account is in credit. We reserve the right to levy a transfer fee for electronic transfers. This fee will be the amount that Coinbase Cyprus is charged by the banking institution with which it conducts its banking.
4.27 Automatic Liquidation Algorithm. Coinbase Cyprus operates a Liquidation Policy, whereby it will suspend any user that does not meet the required Maintenance Margin and, using its liquidation algorithm, will automatically and sequentially select such open Derivatives Transaction positions for partial or complete close-out as it deems necessary for the Coinbase Cyprus Account to meet or exceed the Maintenance Margin requirement. The liquidation algorithm will submit orders for your Coinbase Cyprus Account at the best available price for an equal and opposite Derivatives Transaction position, with losses or gains resulting from applying the automatic liquidation algorithm being for your Coinbase Cyprus Account.
4.28 Close-out Margin. Once you have entered into a Derivatives Transaction, in order to avoid “Liquidation” (i.e. your positions being closed via the backstop liquidity providers that Coinbase Cyprus maintains a relationship with), you must ensure that the balance of your Equity (as relevant to the positions you have open) stays above the value of the Margin required to be maintained in your Coinbase Cyprus or another entity in the Coinbase Group account to avoid liquidation of your open Derivatives Transactions positions as the market moves (the “Close-out Margin”). The Close-out Margin required with respect to your open Derivatives Transaction positions will be shown in your Coinbase Cyprus Account, alongside the value of your Equity, to enable you to manage this. If you do not maintain your balance of Equity above the Close-out Margin required at any time to support all your open Derivatives Transaction positions, Coinbase Cyprus may liquidate any or all open Derivatives positions in that Coinbase Cyprus Account. It is your responsibility to make sure you have the financial means to pay the Close-out Margin if / when it is due for payment to us.
4.29 USERS WHO DO NOT UNDERSTAND LEVERAGE OR MARGIN TRADING, OR DO NOT INTEND TO ACTIVELY MANAGE THEIR PORTFOLIO, SHOULD NOT ENGAGE IN DERIVATIVES TRANSACTIONS. FOR FURTHER INFORMATION ON HOW YOUR MARGIN REQUIREMENT WORKS, SEE COINBASE CYPRUS’S MARGIN REQUIREMENTS. COINBASE CYPRUS AND ITS AFFILIATES DO NOT TAKE ANY RESPONSIBILITY WHATSOEVER FOR ANY LOSSES OR DAMAGE INCURRED AS A RESULT OF YOUR USE OF ANY DERIVATIVES SERVICES OFFERED ON THE COINBASE CYPRUS PLATFORM OR YOUR FAILURE TO UNDERSTAND THE RISKS ASSOCIATED WITH DERIVATIVES TRANSACTIONS TRADING.
5. SECURITY INTEREST AND MARGIN
5.1 You cannot and must not create security over your Derivatives Transactions, Margin, or Coinbase Cyprus Account unless you have obtained our prior approval in writing.
RETAIL CUSTOMERS
5.2 Where you are a retail customer, you may from time to time be entitled to post fiat and/or Digital Assets as Margin against certain products on the Coinbase Cyprus Platform, but, where this is available, to do so you will be required to have an account with another Coinbase Group entity which will provide you with Digital Asset custody services (the relevant Coinbase Group entity being the “Spot Custodian”). The relevant Spot Custodian will hold those Digital Assets as your custodian, with those Digital Assets being subject to certain restrictions on transferability to reflect the open positions you have from time to time and to ensure compliance with all applicable laws and regulations. You agree that the Spot Custodian is entitled to exercise any of Coinbase Cyprus’ rights set out in this Section 5 in order to enforce the Security Interest or give effect to any other of Coinbase Cyprus’ rights under, and in accordance with, this Agreement.
5.3 Where you are a retail customer, all Margin and all other Digital Assets, securities, cash, financial assets, security entitlements, general intangibles and other property delivered by you to the Coinbase Cyprus Platform (or transferred automatically pursuant to the provisions of Section 5.13), including without limitation, in your Coinbase Cyprus Account (“Collateral”) shall be held by Coinbase Cyprus or another entity in the Coinbase Group, notwithstanding any provision or instructions to the contrary, as security on a continuous basis and shall be subject to a general lien and right of set-off in favour of Coinbase Cyprus for any and all of your obligations, liabilities or monies whatsoever at any time now or hereafter owing, due, incurred or payable by you to Coinbase Cyprus under this Agreement or otherwise, whether present or future, actual or contingent, solely or jointly or whether as principal or surety ("Obligations"). In addition, as continuing security for the Obligations, you hereby charge by way of first fixed charge and assign by way of security (the "Security Interest"), in favour of Coinbase Cyprus, all of your rights, title and interest in the Collateral.
5.4 The Security Interest is a continuing security and will remain in full force and effect notwithstanding any settlement, compromise or intermediate payment made in respect of your Obligations. Notwithstanding any other terms of this Agreement, no part of the Collateral may, unless and until your Obligations have been duly paid and discharged in full, be withdrawn, assigned or otherwise disposed of or encumbered except where you have requested and obtained Coinbase Cyprus’s prior consent.
NON-RETAIL CUSTOMERS
5.5 Where you are a non-retail customer, you may from time to time be entitled to post money or Digital Assets as Margin on the Coinbase Cyprus Platform. By trading on the Coinbase Cyprus Platform as a non-retail customer, you agree to the risks and terms disclosed by us to you in the Title Transfer Collateral Arrangement (TTCA) Terms (as defined below) and agree that: (a) we will not hold money which you put into your Coinbase Cyprus Account in accordance with the Client Money Rules (as defined in Section 12.1) and applicable law; and (b) the money or Digital Assets that you put into your Coinbase Cyprus Account will be transferred to us by way of full title and ownership, and free of any encumbrance, security interest, lien or other restriction, for the purpose of covering all of the present, future, actual, contingent or prospective obligations you owe to us from time to time (a title transfer collateral arrangement or “TTCA”).
5.6 Because title of the money / Digital Assets will pass to us pursuant to the TTCA, you will no longer have a proprietary claim to that money / Digital Assets and we can deal with it in our own right, and you will rank as a general unsecured creditor of ours. Terms relating to the TTCA will be set out in a document (the “TTCA Terms”) which is required to be agreed by you during onboarding, and which will be made available to you on our Site. The TTCA Terms, which you shall be deemed to have agreed to by trading on the Coinbase Cyprus Platform, are considered an integral part of this Agreement if you are a non-retail customer, and may be amended at any time by Coinbase Cyprus by providing notice to you and posting revised TTCA Terms on the Coinbase Cyprus Platform.
RETAIL AND NON-RETAIL CUSTOMERS: GENERAL PROVISIONS RELATING TO MARGIN
5.7 Subject to Section 4.23 of this Agreement in relation to retail customers, if at any time the balance of your Equity (as relevant to the Derivatives Transactions you have entered into) falls below the Maintenance Margin, Coinbase Cyprus may enforce the Security Interest (if you are a retail customer) or otherwise utilise money / Digital Assets transferred to us under the TTCA (if you are a non-retail customer) by means of Liquidation pursuant to Section 4.27 of this Agreement.
5.8 Subject to Section 4.23 of this Agreement in relation to retail customers, if at any time the balance of your Equity (as relevant to the Derivatives Transactions you have entered into) falls below the Close-out Margin, Coinbase Cyprus may enforce the Security Interest (if you are a retail customers) or otherwise utilise money / Digital Assets transferred to us under the TTCA (if you are a non-retail customer) by means of Liquidation pursuant to Sections 4.28 - 4.33 of this Agreement.
5.9 Subject to Section 4.23 of this Agreement in relation to retail customers, if at any time an Event of Default (as defined in Section 11) occurs with respect to you, Coinbase Cyprus may immediately enforce the Security Interest (if you are a retail customers) or otherwise utilise money / Digital Assets transferred to us under the TTCA (if you are a non-retail customer) without notice or further demand.
5.10 Subject to Section 4.23 of this Agreement in relation to retail customers, in exercising its rights to enforce the Security Interest (for retail customers), Coinbase Cyprus shall be entitled, without notice or further demand, immediately to exercise all the rights, powers and remedies possessed by it according to law as chargee and assignee of the Collateral and to: (A) demand and receive all and any monies due under or arising out of your Coinbase Cyprus or another entity in the Coinbase Group account; (B) exercise in relation to the Collateral all such rights as you were then entitled to exercise in relation to the Collateral or might exercise; and (C) apply, set-off or transfer all or any part of the Collateral in or towards the payment or other satisfaction of the Obligations or any part of them.
5.11 Subject to Section 4.23 of this Agreement in relation to retail customers, in exercising its rights to enforce the Security Interest and without limiting any other rights or remedies under this Agreement or under statute, you hereby irrevocably authorise Coinbase Cyprus to sell, appropriate or otherwise realise any and all Collateral and to apply the proceeds of sale in order to satisfy your Obligations in such order and manner as it thinks fit, including in or towards payment of all costs and expenses incurred by Coinbase Cyprus in connection with such sale or realisation. If Coinbase Cyprus exercises its right of appropriation to any Collateral it shall be entitled to determine its value in good faith and in a commercially reasonable manner.
5.12 You agree that certain products available from time to time via the Coinbase Cyprus Platform may require Margin to be held exclusively in fiat currency (“Fiat-only Products”). To the extent that you have an account with any other Coinbase group company that allows the holding of fiat currency (your “EMI Account”), you can use your EMI Account to post Margin into your Coinbase Cyprus Account. Excess fiat currency (i.e., fiat currency in your Coinbase Cyprus Account that exceeds your Margin requirements or other obligations to Coinbase Cyprus) held in your Coinbase Cyprus Account at the end of the trading day shall be transferred by Coinbase Cyprus on your behalf from your Coinbase Cyprus Account to your EMI Account from time to time automatically at such intervals as Coinbase Cyprus reasonably determines; provided that such transfer would not result in a failure to satisfy applicable Margin requirements or create a deficit or debit balance in your Coinbase Cyprus Account.
5.13 By entering into this Agreement, you hereby directly instruct your EMI Account provider, on an ongoing basis, for the transfer of funds from your EMI Account to your Coinbase Cyprus Account in such amount that may be necessary at any time to avoid Liquidation. Such instruction is given directly by you to your EMI Account provider under the terms and conditions that you have entered into with that entity from time to time, and in accordance with the provisions of Appendix 5 or Appendix 6, as relevant.
5.14 By entering into this Agreement, where you hold any USDC balances within any other account that you may have with Coinbase, to the extent that you do not have a fiat currency balance in your EMI Account and fiat currency is required to be transferred into your Coinbase Cyprus Account to meet Margin requirements, you hereby directly instruct your Coinbase USDC account provider to convert such USDC balances into fiat currency as may be required to meet those Margin requirements, and for your EMI Provider to transfer that resulting fiat currency in accordance with Section 5.12. Such instruction to convert USDC to fiat is given directly by you to your Coinbase USDC account provider under the terms and conditions that you have entered into with that entity from time to time, and in accordance with the provisions of Appendix 5. Any subsequent instruction for the transfer of your fiat balance to your Coinbase Cyprus Account shall be given directly to your EMI Account provider pursuant to the provisions of Appendix 5 or Appendix 6, as relevant.
5.15 In some cases where fiat currency is being transferred from your EMI Account into your Coinbase Cyprus Account for the purposes of Sections 5.12 and 5.13 above, Coinbase Cyprus may choose to credit your Coinbase Cyprus Account with such funds before they have been received by Coinbase Cyprus from the EMI Account. In this case you agree that such credit shall be provided on the basis of a short-term deferred payment arrangement by Coinbase Cyprus which shall be repaid on receipt of the funds from your EMI Account.
6. COINBASE CYPRUS SERVICES.
6.1 Fiat Currency Transactions. If available on the Coinbase Cyprus Platform, you may participate in Coinbase Cyprus Services using fiat currency by linking a valid payment method to your Coinbase Cyprus Account. You authorise us to debit funds using your selected payment method(s) to complete your instructions in relation to any Derivatives Services.
6.2 Availability of Payment Methods. The availability of a method of payment depends on a number of factors including, for example, where you are located, the identification information you have provided to us, and limitations imposed by third party payment processors.
6.3 Derivatives Services. We will process Derivatives Transactions in accordance with the instructions we receive from you. You should verify all transaction information prior to submitting instructions to us. We will have no liability or responsibility for ensuring that the information you provide is accurate and complete. Derivatives Transactions cannot be reversed once Coinbase Cyprus has accepted an Order.
We may also refuse to process or cancel any pending Derivatives Transaction as required by law, regulation or any court or other authority to which Coinbase Cyprus is subject in any jurisdiction, for instance, if there is suspicion of money laundering, terrorist financing, breaches of international sanctions, fraud, or any other financial crime.
6.4 Ending support of a Digital Asset. Coinbase Cyprus may in its sole discretion terminate support for any Digital Asset Derivative product. Coinbase Cyprus will to the extent required by applicable law provide you with the minimum period of advance notice required by applicable law or a regulatory authority via email to the email address associated with your Coinbase Cyprus Account to announce the end of such support. If you do not close out any outstanding Derivatives Transactions in relation to such Digital Assets or products during this time, Coinbase Cyprus reserves the right to close out those Derivatives Transactions from your Coinbase Cyprus Account and credit or debit your Coinbase Cyprus Account accordingly.
6.5 Operation of Digital Asset Protocols. Coinbase Cyprus does not own or control the underlying software protocols which govern the operation of Digital Assets. Generally, the underlying protocols are ‘open source’ and anyone can use, copy, modify, and distribute them.
We assume no responsibility for the operation of the underlying protocols and we do not guarantee the functionality or security of network operations. You acknowledge and accept the risk that underlying software protocols relating to any Digital Asset you receive Derivatives Services may change.
7. TRANSACTIONS LIMITS.
7.1 General. Your transaction limits may vary depending on your payment method, verification steps you have completed, and other factors including how much leverage you are maintaining within your Coinbase Cyprus Account. We reserve the right to change applicable limits as we deem necessary.
7.2 Derivatives Services. The Derivatives Services are subject to certain specific restrictions, limits and parameters on placing orders for new Derivatives Transactions as may be determined by Coinbase Cyprus from time to time, in order to ensure appropriate liquidity provision and to ensure appropriate risk management. You agree that we may operate such restrictions as we see fit, acting reasonably.
7.3 Open Positions. A maximum aggregate trade size may apply for open positions in any given market. Please see the product information sheets for further information.
8. TRADE SIZES
8.1 Minimum and maximum trade sizes apply to each Derivative Order you wish to place:
(A) Each market has a minimum and maximum trade size for every Derivative; and
(B) The minimum and maximum trade sizes and Margin Requirements will vary depending on the particular market.
8.2 No Derivative Order which exceeds our set maximum trade size for a particular market can be placed unless agreed otherwise by us. No Derivative Order which is less than our minimum trade size for a particular market can be placed unless agreed otherwise by us. Orders which would exceed our maximum trade size applicable on execution will be executed in tranches up to the maximum of our maximum trade size until executed in full. The price at which each tranche is executed may vary considerably.
8.3 The maximum trade size applicable to you will be the maximum trade size set by Coinbase Cyprus for the Derivative concerned as referred to in this Section 8 and the maximum trade size available to you based on the available Margin in your Coinbase Cyprus Account.
8.4 Coinbase Cyprus sets the minimum and maximum trade sizes and Margin Requirements and can change these at any time in its discretion. Details are available in the production information sheets on our Site or the Coinbase Cyprus Platform. Any changes will come into effect immediately upon being published on the Coinbase Cyprus Platform and/or in the product information sheets, although changes will only apply to your open positions 14 calendar days after publication. You should ensure you know the current minimum and maximum trade sizes but if you are uncertain, please contact us.
8.5 Coinbase Cyprus has the right to waive any of the limits of the minimum and maximum trade sizes.
9. LEVERAGE
9.1 Different amounts of leverage apply to different underlying assets. We can increase or decrease the leverage (and therefore increase the Margin Requirement) as well as change the leverage (and therefore change the Margin Requirement) we offer at any time, but always with regard to the need to ensure that our products remain suitable for those customers they are offered to. The amount of leverage which you can access at a particular point in time can be viewed on the Coinbase Cyprus Platform. Certain products (such as products that offer higher intra-day leverage options) may allow for changing leverage limits depending on the length of time you are invested in them, as may be described on the Coinbase Cyprus Platform from time to time.
9.2 Further details on the applicable leverage limits are included within our Order Execution Policy, which is available on our Site.
10. TRANSACTION REPORTING.
10.1 From time to time we may be subject to requirements to report trades made via Coinbase Cyprus, under applicable law (the “Reportable Transactions”). You irrevocably authorise us to report all of your Reportable Transactions to CySEC or any other local reporting entity, as may be required of us from time to time, and to delegate this reporting obligation as Coinbase Cyprus sees fit from time to time.
10.2 For the purposes of facilitating Transaction Reporting, you will need to obtain and provide us, among other things, with the following supporting documentation, in a format accepted by us:
(A) Legal Person: A valid Legal Entity Identifier (the “LEI”), the 20-digit, alphanumeric code that enables clear and unique identification of legal entities participating in financial transactions. Failure to renew your LEI on an annual basis will result in the termination of this Agreement, in accordance with the provisions of Section 13 of this Agreement.
(B) Natural Person: Depending on the country of your residence, you should provide us with such supporting documentation as required by the Annex II of the Delegated Regulation (EU) 2017/590 regarding your national client identifier, including but not limited to your passport number, identity card number, national insurance number etc.
11. TRADE CONFIRMATIONS
11.1 Coinbase Cyprus shall provide you with adequate reporting on your Orders. For this reason, we will provide you with online access to your Coinbase Cyprus Account via the Coinbase Cyprus Platform, which will provide you with sufficient information in order to comply with CySEC rules and applicable laws in regard to client reporting requirements.
11.2 Coinbase Cyprus will promptly provide you with the essential information concerning the execution of your Order in a Durable Medium.
11.3 Coinbase Cyprus will send a notice to you in a Durable Medium as provided by applicable laws confirming execution of the Order as soon as possible and no later than the first business day following execution or, where the confirmation is received by Coinbase Cyprus from a third party, no later than the first business day following receipt of the confirmation from the third party. Such notification will include the information specified by applicable laws, and the following information which is common to all Orders:
(A) Underlying asset identification;
(B) trading date;
(C) type of Order;
(D) Derivative identification;
(E) nature of the order, e.g. buy/sell;
(F) the quantity, the unit price and the total consideration; and
(G) the total sum of commissions and expenses.
11.4 Furthermore, Coinbase Cyprus shall supply you, on request, with information about the status of your Order.
11.5 If you have a reason to believe that a report / trade confirmation is wrong or if you do not receive a report / trade confirmation when you believe you should, you should contact us within 10 business days from the date the report / trade confirmation of the Order was sent or ought to have been sent. If you express no objections during this period, the content is considered as approved by you and shall be deemed conclusive.
11.6 Coinbase Cyprus will, depending on the Derivatives Transaction and on whether it should be reported under applicable law, report the Derivatives Transactions to the competent authority as provided by applicable law as quickly as possible and no later than the close of the following business day.
11.7 Account Statements. On your request, we will provide account statements and confirmations to you via the Coinbase Cyprus Platform where the statements are stored. Such statements shall be provided by us to you via email on a monthly basis, within 5 business days from the end of the previous month. In cases where no Derivatives Transactions were concluded in the past month, no statement of account will be provided. A statement of account or certification or confirmation issued by Coinbase Cyprus in relation to any Derivatives Transaction or other matter shall be final and binding on you, unless you submit in writing your objection within 2 business days from receipt of the statement of account or certification or confirmation.
12. SAFEGUARDING OF CUSTOMER ASSETS
12.1 Any money you transfer to us, or which is transferred to us on your behalf, which is ‘Client Money’ within the meaning of the provisions of the CySEC's Directive DI87-01 for the Safeguarding of Financial Instruments and Funds belonging to Clients (the “Client Money Rules”), will usually be held with an EEA bank or an EEA third party but you acknowledge and agree that it may also be held with a non-EEA bank. Your money will be segregated from our own money in accordance with the requirements of the Client Money Rules and in the event of our insolvency, it will be excluded from our assets. In particular, when you enter into a product where the Execution Venue is Coinbase Derivatives, LLC, you agree that your money may be transferred to an account located outside of the EEA.
12.2 According to applicable law, prior to depositing Client Money in an account or receiving funds through payment service providers, Coinbase Cyprus, at all times, shall exercise due skill, care and diligence in the selection, appointment and periodic review of those banks and other third parties holding Client Money. Coinbase Cyprus takes into account the expertise and market reputation of such institutions with the view of ensuring the protection of your rights, as well as considering any legal or regulatory requirements or market practices related to the holding of Client Money that could adversely affect your rights. However, it is understood that there are circumstances beyond our control and so we do not accept any liability or responsibility for the solvency, acts or omissions of any bank or other third party holding money, or for any resulting losses to you as a result of the insolvency or any other analogous proceedings or failure of the bank or other third party where Client Money will be held under the Client Money Rules.
12.3 In accordance with applicable law, for the purposes of safeguarding Client Money, Coinbase Cyprus shall:
(A) keep accurate records and accounts as are necessary to distinguish Client Money from its own and other customers;
(B) regularly conduct reconciliations between its internal accounts and records and those of any third parties where Client Money is held;
(C) provide access to customers to an online system on which customers can obtain information in relation to the Client Money that Coinbase Cyprus holds on their behalf;
(D) at all times keep Client Money segregated from its own money;
(E) not use Client Money in the course of its own business;
(F) not grant security interests, liens or rights of set-off over Client Money that would enable a third party to dispose of Client Money in order to recover debts that do not relate to the customer or provision of services to the customer, unless this is required by applicable law in a third country jurisdiction in which the Client Money may be held (in which case Coinbase Cyprus will amend this Agreement accordingly to reflect this);
(G) take the necessary steps to ensure that Client Money deposited with a bank or other third party is held in an account(s) identified separately from any accounts used to hold Coinbase Cyprus’s funds; and
(H) shall introduce adequate organisational arrangements to minimise the risks of the loss or diminution of Client Money, as a result of misuse, fraud, poor administration, inadequate record keeping or negligence.
12.4 It is understood that Coinbase Cyprus may hold Client Money and the money of other customers in the same account (an omnibus account).
12.5 We do not pay interest on Client Money unless we have expressly agreed to do so in writing. You waive all rights to interest.
12.6 You agree that Coinbase Cyprus shall have the right to transfer Client Money to its successors or assignees or transferees or buyers, subject to providing 10 business days’ prior written notice to you.
12.7 In the event that there has been no movement on your Coinbase Cyprus Account balance for a period of at least 6 years (notwithstanding any payments or receipts of charges, interest or similar items) and we are unable to trace you despite having taken reasonable steps to do so, you agree that we may cease to treat your money as Client Money. We shall make and retain records of all balances released and undertake to make good any future valid claims against released balances.
12.8 Where you are a non-retail customer, notwithstanding Section 10.1 above, any transfer of ownership of money by you to us from time to time for the purpose of securing or otherwise covering present or future, actual or contingent or prospective obligations will not be treated as Client Money within the Client Money Rules. We will retain full title in the ownership of those monies and you shall have no claim over the same. We shall arrange for the transfer of ownership of any monies not required for the purpose of securing or otherwise covering present or future, actual or contingent or prospective obligations back to you and those monies shall forthwith fall within, and be treated under, the Client Money Rules.
12.9 Coinbase Cyprus will not enter into TTCAs with any customer who is a retail customer for the purpose of securing or covering present or future, actual or contingent or prospective obligations of such customer.
13. EVENT OF DEFAULT.
13.1 It shall be an “Event of Default” under this Agreement if:
(A) you fail to pay or deposit Margin as required by Coinbase Cyprus or the Margin with respect to your Coinbase Cyprus Account falls below applicable Margin Requirements as prescribed by Coinbase Cyprus;
(B) you have failed to comply with or perform any of your obligations hereunder, whether in respect of your Coinbase Cyprus Account, any Derivatives Transactions or otherwise, and/or you have failed to comply with or perform any obligation under this Agreement or any other agreement with Coinbase Cyprus relating to services provided by Coinbase Cyprus to you (including without limitation your failure to make, when due, any payment or delivery required to be made by you under this Agreement or otherwise);
(C) any representation, warranty, agreement or undertaking made by you to Coinbase Cyprus (whether under or in connection with this Agreement or any other material statement made by you in or in connection with the same is untrue, inaccurate, incomplete or misleading in any respect at the time when made by you or thereafter at any time becomes untrue, inaccurate, incomplete or misleading in any respect and you fail to inform Coinbase Cyprus of the true position as soon as reasonably practicable;
(D) in the event that you are an individual - you become deceased, bankrupt or commence action (or have any action commenced against you) to place you into bankruptcy or personal insolvency or you are otherwise unable to pay your debts as and when they fall due;
(E) in the event that you are acting on behalf of a partnership - any of the partners thereof shall become deceased, bankrupt or commence action (or have any action commenced against them) to place them into bankruptcy or personal insolvency or are otherwise unable to pay their debts as and when they fall due or if any action is commenced to dissolve the partnership;
(F) in the event that you are a corporation or are acting on behalf of a corporation - the corporation shall be unable to pay its debts as and when they fall due, or action is commenced or instituted against you to place the corporation in insolvency, judicial management, receivership, administrative management, or any similar or analogous proceedings;
(G) any investigation, claim, action or proceeding of any nature is commenced against you (including without limitation investigation into suspected market abuse, manipulation or other criminal conduct), you have breached applicable laws or steps are taken by any person to enforce any security interest against you;
(H) a credible allegation of fraud, misconduct, embezzlement, money laundering, insider trading, market manipulation abuse or other material illegality, breach of regulation or impropriety is made against you (whether by Coinbase Cyprus or a third party) or Coinbase Cyprus otherwise reasonably believes that you have used the Derivatives Services with improper intent, which Coinbase Cyprus, acting in good faith and a commercially reasonable manner, believes could reasonably result in reputational harm to Coinbase Cyprus, compromise the integrity of the markets maintained by Coinbase Cyprus and/or result in losses being sustained by other users;
(I) in relation to you, a default, event of default, termination event or the like occurs or becomes capable at such time of being declared under any other agreement of whatever nature with any affiliate of Coinbase Cyprus;
(J) in relation to you, any indebtedness or other financial obligation in an amount greater than U.S. $250,000 (or its equivalent in any other currency or currencies) becoming, or becoming capable at such time of being declared, due and payable under such agreements or instruments before it would otherwise have been due and payable or by reason of any default, event of default, termination event or the like on your part occurs or becomes capable at such time of being declared under any such other agreement or instrument with any other party;
(K) any event or circumstance occurring which, in the reasonable opinion of Coinbase Cyprus, has or is reasonably likely to have a Material Adverse Effect with regard to you. for the purpose of this Section 13.1 “Material Adverse Effect” shall mean a material adverse effect on (a) your business, operations, property, condition (financial or otherwise) or prospects; or (b) your ability to perform obligations under this Agreement, or (c) the validity or enforceability or effectiveness of this Agreement, or (d) the rights and remedies of Coinbase Cyprus under this Agreement;
(L) in the event that you become ineligible to use any of the Coinbase Cyprus Services in accordance with Section 1 above; or
(M) Coinbase Cyprus reasonably believes that any of the circumstances set out under Sections 13.1(A)-13.1(L) above are likely to happen and Coinbase Cyprus also reasonably believes that any action described in Section 14 below is necessary, desirable or expedient to protect its interests or the interests of Coinbase Cyprus’s other customers.
14. CONSEQUENCES OF AN EVENT OF DEFAULT.
14.1 In the Event of Default, Coinbase Cyprus may (but is not obliged to) immediately or any time thereafter whilst the Event of Default is continuing, do any one or more of the following without prior notice:
(A) suspend (indefinitely or otherwise), cancel or terminate any Coinbase Cyprus Account, any services provided to you and/or Coinbase Cyprus’s broader relationship with you or prohibit you from opening any Coinbase Cyprus Account and/or accelerate any and all of your liabilities to Coinbase Cyprus (including any and all fees, interest, commission, and charges owed by you to Coinbase Cyprus) so that they shall become immediately due and payable;
(B) liquidate, accelerate, and/or close out any outstanding Derivatives Transaction (including any Derivatives Transaction which has yet to be settled on the date on which Coinbase Cyprus terminates such Derivatives Transaction) by determining its value in good faith and in its absolute discretion as of the date of such liquidation, acceleration or close-out as soon as practicable thereafter;
(C) at such times and manner as Coinbase Cyprus may reasonably determine based on, but not limited to, market conditions and portfolio health, sell or otherwise transfer any Digital Assets or other property which Coinbase Cyprus (or another entity in the Coinbase Group on Coinbase Cyprus’s behalf) may hold for you or which has been transferred to Coinbase Cyprus by you and apply the proceeds to the discharge of your obligations, subject to Coinbase Cyprus’s rights to set-off and net amounts owed as between you and Coinbase Cyprus as set out under Section 2.11 of this Agreement or otherwise under this Agreement or applicable laws;
(D) vary the applicable Margin Requirement and/or liquidate or exercise its power to sell the Margin or part thereof at a price which Coinbase Cyprus deems appropriate in the circumstances;
(E) apply any amounts of whatsoever nature standing to your credit against any amounts which you owe Coinbase Cyprus (of whatsoever nature and howsoever arising, including any contingent amounts), or generally to exercise Coinbase Cyprus’s rights of netting and set-off as set out under Section 2.11 of this Agreement or otherwise under this Agreement or applicable laws;
(F) demand any shortfall after the application of Section (E) above from you, or hold any excess pending full settlement of any other of your obligations, or pay any excess to you by way of any methods deemed appropriate by Coinbase Cyprus;
(G) restrict your ability to withdraw any assets from any Coinbase Cyprus Account; and/or
(H) in the event that Coinbase Cyprus determines that the user is in Event of Default under Section 13.1of this Agreement, Coinbase Cyprus reserves the right (without liability to the user or any third party) to unwind or reverse any Derivatives Transactions, freeze any or all amounts allocated to user’s Coinbase Cyprus Account, and/or deduct any amounts allocated to user’s Coinbase Cyprus Account that relate to or arise out of any Derivatives Transactions entered into by the user in connection with any of the circumstances referred to in Section 13.1.
14.2 To the extent permitted under applicable law, you will be responsible for the reasonable costs and expenses of collection of any unpaid deficiency in your Coinbase Cyprus Account including, but not limited to, legal counsel’s fees incurred and payable or paid by Coinbase Cyprus, and shall be responsible for any other reasonable costs and expenses incurred by Coinbase Cyprus in exercising any of its rights under this Section 14 pursuant to any Event of Default.
15. SUSPENSION, TERMINATION, AND CANCELLATION – YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS SECTION.
15.1 Suspension, Termination and Cancellation. We may suspend, restrict, or terminate your access to any or all of the Coinbase Cyprus Services and/or deactivate or cancel your Coinbase Cyprus Account, without reason by giving you 30 days’ prior written notice.
15.2 You acknowledge that our decision to take certain actions, including limiting access to, suspending, or closing your Coinbase Cyprus Account, may be based on confidential criteria that are essential for the purposes of our risk management and security protocols. You agree that Coinbase Cyprus is under no obligation to disclose the details of its risk management and security procedures to you.
15.3 We may: (a) terminate the Agreement (b) refuse to complete, or place on hold, block, cancel or reverse a transaction you have authorised (even after funds have been debited from your Coinbase Cyprus Account), (c) suspend, restrict, or terminate your access to any or all of the Coinbase Cyprus Services, and/or (d) deactivate or cancel your Coinbase Cyprus Account with immediate effect for good reason, including, but not limited to where:
(A) we are required by applicable law or a governmental authority (including the CySEC) to do so;
(B) you fail to pay any fees (including Margin) within 1 calendar day of the due date;
(C) you are, or appear to be, unable to meet your obligations in respect of one or more trades;
(D) you are subject to an insolvency event of any type (as determined in our absolute discretion);
(E) you do not trade on Coinbase Cyprus for three consecutive months;
(F) any investigation, claim, action or proceeding of any nature is commenced or instituted against you (including without limitation investigation into suspected market abuse, manipulation or other criminal conduct), you have breached applicable laws or steps are taken by any person to enforce any security interest against you;
(G) you are in breach of this Agreement; or
(H) your account with another Coinbase Group entity is closed; or
(I) we otherwise feel it is necessary in order to protect us or the Coinbase Cyprus Platform.
15.4 We may also refuse to complete or block, cancel or reverse a Derivatives Transaction you have authorised where there is insufficient Equity in your Coinbase Cyprus Account to cover the Initial Margin for the Derivatives Transaction and (where applicable) associated fees at the time that we receive the Order or if your credit or debit card or any other valid payment method linked to your Coinbase Cyprus Account is declined.
15.5 Notice of suspension / termination. If we suspend, restrict or close your Coinbase Cyprus Account, and / or terminate your use of Coinbase Cyprus Services, we will (unless it would be unlawful for us to do so) provide you with notice of our actions and the reasons for termination, suspension or closure, and where appropriate, with the procedure for correcting any factual errors that led to the termination, suspension or closure of your Coinbase Cyprus Account.
In the event that we refuse to complete a transaction and / or suspend your Coinbase Cyprus Account we will lift the suspension or complete the transaction as soon as reasonably practicable once the reasons for refusal and / or suspension no longer exist. However, we are under no obligation to allow you to reinstate a transaction at the same price or on the same terms as the suspended, reversed or cancelled transaction.
15.6 Consequences of Termination or Suspension. Upon notice of termination or suspension of this Agreement for any reason, unless prohibited by applicable law or by any court or other order to which Coinbase Cyprus is subject in any jurisdiction, you are permitted to access your Coinbase Cyprus Account for 90 calendar days thereafter for the purposes of closing out Derivatives Transactions. You are not permitted to use the Coinbase Cyprus Services or your Coinbase Cyprus Account for any other purpose during this period (including to place new Orders) and we may, at our discretion, limit the functionality of the Coinbase Cyprus Platform or access to the Site for you accordingly.
If we terminate the Agreement or suspend or close your Coinbase Cyprus Account or terminate your use of Coinbase Cyprus Services for any reason, we reserve the right to require you to re-complete the procedures outlined at Section 3.1 before permitting you to close out Derivatives Transactions.
15.7 Coinbase Cyprus may discontinue or change any product, service, or feature, in its sole discretion, at any time. You agree that we may transfer you to a product or service that is reasonably similar to the discontinued or changed product or service, to the extent such product or service exists. We will provide you with prior notice of material changes, discontinuation, or the transfer related to a product, service, or feature, to the extent required or applicable.
16. CANCELLATION AND TERMINATION- YOUR RIGHT.
16.1 Due to the fact that Coinbase Cyprus is a company that provides financial services in financial instruments whose price depends on the fluctuations of the financial market that are outside of our control, your contract with us falls under the exemption of article 11(a) of the Law on Distance Trading of Financial Services Consumers 242(1)/2004, as amended from time to time, which states that although you are a distance marketing financial services consumer, you are excluded from the right to withdraw from this Agreement within a period of 14 calendar days from the beginning of our business relationship, without any penalty and without giving any reason. Nevertheless, the aforesaid does not prejudice your right to terminate this Agreement at any time as provided under this Section.
16.2 You have the right to close your Coinbase Cyprus Account (in whole, not in part) at any time by visitingour Site. Your Coinbase Cyprus Account will be closed as soon as reasonably practicable after we have received your request, and all open positions are closed, all Orders are cancelled and all of your obligations under this Agreement have been discharged.
16.3 You will not be charged for closing your Coinbase Cyprus Account, although you will be required to pay any outstanding amounts owed to us. You authorise us to cancel or suspend any pending transactions at the time of cancellation.
16.4 If you terminate this Agreement under this Section 16 we may still retain any monies held to meet any of your liabilities to us in accordance with this Agreement.
16.5 Upon closure of your Coinbase Cyprus Account under this Section 16 we will send you written confirmation that it has been closed and confirm any balance due to you or any amount due to us. If any amount is due to you, we will send that to you promptly and in the ordinary course that payments are made by us.
17. REPRESENTATIONS AND WARRANTIES.
17.1 When you enter into this Agreement, and each time you place an Order or give any other instruction, you represent and warrant to Coinbase Cyprus that:
(A) all information that you have provided to us (including in your application form) from time to time is true, accurate and complete in all material respects (without limiting the generality of the foregoing, this includes your age and identity);
(B) you have completed, signed and submitted your application form yourself (unless you are not a natural person, in which case you represent and warrant that it has been signed by someone duly authorised on your behalf);
(C) you are authorised and have capacity to enter into this Agreement and any Derivatives Transactions and to perform your obligations in compliance with any applicable law, regulation, articles and memorandum of association (or similar document) relevant to you;
(D) neither the entry into this Agreement, the placing of any Order nor the giving of any other instruction will violate any applicable law;
(E) you have taken independent financial advice prior to applying for opening a trading account with us and/or prior to entering into any Derivatives Transaction, you have not relied on any information and/or recommendation provided by us in entering into any Derivatives Transaction with us and you acknowledge that any information and/or recommendation provided by us does not constitute or amount to investment advice but is merely a tool for you to make your own investment decisions;
(F) any monies delivered to us shall belong exclusively to you, be free of any lien, charge, pledge and any other encumbrance and be in no direct or indirect way the proceeds of any illegal activity including money laundering or used or intended to be used for money laundering and/or terrorist financing;
(G) you are not a politically exposed person and do not have any relationship (for example relative or business associate) with a person who holds or held in the last twelve months a prominent public position- if the foregoing statement is untrue and in the event you have not disclosed this already in the account opening application, or if at any stage during this Agreement you become a politically exposed person, you will inform us as soon as possible;
(H) all Orders placed and instructions given are done by you (or if you are not a natural person, someone duly authorised on your behalf); and
(I) you act as principal, solely in your own name and for your own benefit.
18. MARKET ABUSE
18.1 Trading in Derivatives with a crypto underlying is generally subject to the same market abuse rules and legislation which govern dealing in the traditional Derivatives without underlying Digital Assets. The purpose of this Section is to remind you that trading behaviour which amounts to market abuse (including insider dealing or market manipulation) is illegal in Cyprus and in other jurisdictions related to the Derivatives Transactions, and that we may take appropriate action in accordance with applicable law and this Agreement.
18.2 You represent and warrant to us:
(A) you will not knowingly place and have not placed an Order or traded a Derivative that contravenes any legislation or other applicable law, in particular in relation to insider dealing. For the purposes of this Section you agree that we may proceed on the basis that when you place an Order relating to an exchange traded instrument you may be treated as if you were dealing in securities within the meaning of the market abuse legal framework; and
(B) you will not place and have not placed any Order or traded a Derivative with us, or otherwise when you deal with us, and carried out a course of conduct in doing so, that would amount to market abuse and/or market manipulation and/or any other unlawful activity by you (or by you acting jointly or in collusion with another person). For the purpose of assessing whether you have done so, you may (where relevant) be deemed to have dealt directly in the underlying asset to which your Derivatives Transaction and/or Order relates.
19. USE OF PRICING DATA
19.1 We are required by the providers of real time price data to obtain certain warranties from you. You warrant in relation to that data each time you access that data and to the extent that we make it available to you that:
(A) you will not distribute, re-publish or otherwise provide that data to any third party in any manner;
(B) you either act in a personal capacity or on behalf of a corporate or other entity in which case you are duly authorised to act on its behalf; and
(C) if you act in a personal capacity and are a registered or qualified professional securities trader or investment advisor, you will use any real time price data to which you have access under this Agreement only for the management of your Coinbase Cyprus Account.
20. LIABILITY – YOUR ATTENTION IS PARTICULARLY DRAWN TO THIS SECTION.
20.1 Release of Coinbase Cyprus. If you have a dispute with one or more users of the Coinbase Cyprus Services (other than Coinbase Cyprus), you agree that neither we nor our affiliates or service providers, nor any of our respective officers, directors, agents, joint venturers, employees and representatives, will be liable for any claims, demands and damages (actual and consequential, direct or indirect) of any kind or nature arising out of or in any way connected with such disputes.
20.2 Indemnification. You agree to indemnify us, our affiliates and service providers, and each of our, or their, respective officers, directors, agents, employees and representatives, in respect of any costs (including attorneys' fees and any fines, fees or penalties imposed by any regulatory authority) that have been reasonably incurred in connection with any claims, demands or damages arising out of or related to your breach and / or our enforcement of this Agreement (including without limitation your breach of our Prohibited Use Policy or your violation of any law, rule or regulation, or the rights of any third party).
20.3 Limitations of Liability. Coinbase Cyprus’s total aggregate liability to you for any individual claim or series of connected claims for losses, costs, liabilities or expenses which you may suffer arising out of, or in connection with, any breach by Coinbase Cyprus of this Agreement shall be limited to a maximum aggregate value of the combined value of the Equity and Margin in your Coinbase Cyprus Account at the time of the breach by Coinbase Cyprus giving rise to your claim. Where we are considering a specific claim relating to a specific Derivatives Transaction, this sum shall be further limited to the maximum value of the Margin held in relation to the Derivatives Transaction in dispute.
20.4 Limitation of loss. In addition to the liability cap at Section 20.3 above, in no event shall we, our affiliates or service providers, or any of our or their respective officers, directors, agents, employees or representatives, be liable for any breach of its obligations except as a result of Coinbase Cyprus’s gross negligence, fraud or willful misconduct. For the avoidance of doubt, in no event shall Coinbase Cyprus be liable of the following types of loss or damage arising under or in connection with this Agreement or otherwise for any reason:
(A) any loss of profits or loss of expected revenue or gains, including any loss of anticipated trading profits and / or any actual or hypothetical trading losses, whether direct or indirect, even if we are advised of or knew or should have known of the possibility of the same; or any damages arising out of or relating to Digital Assets that are not Supported Digital Assets. This means, by way of example only (and without limiting the scope of the preceding sentence), that if you claim that we failed to process a Derivatives Transaction properly, your damages are limited to no more than the maximum value of Margin held in relation to the Derivatives Transaction at issue, or the total value of the Equity in your Coinbase Cyprus or another entity in the Coinbase Group account, and that you may not recover for any "loss" of anticipated trading profits or for any actual trading losses made as a result of the failure to process the Derivatives Transaction properly;
(B) any loss of, or damage to, reputation or goodwill; any loss of business or opportunity, customers or contracts; any loss or waste of overheads, management or other staff time; or any other loss of revenue or actual or anticipated savings, whether direct or indirect, even if we are advised of or knew or should have known of the possibility of the same;
(C) any loss of use of hardware, software or data and / or any corruption of data; as well as and including but not limited to any losses or damages arising out of or relating to any inaccuracy, defect or omission of Derivatives price data; any error, delay or interruption in the transmission of such data; viruses or other malicious software obtained by accessing our websites, software, systems operated by us or on our behalf or any of the Coinbase Cyprus Services or any website or services linked to our websites; glitches, bugs, errors, or inaccuracies of any kind in our websites, software, systems operated by us or on our behalf or any of the Coinbase Cyprus Services; suspension or other action taken with respect to your Coinbase Cyprus Account; and
(D) any loss or damage whatsoever which does not arise directly as a result of our breach of this Agreement (whether or not you are able to prove such loss or damage).
20.5 Waiver of consequential damages. to the maximum extent permitted by applicable law, no party hereto shall be liable for any consequential, incidental, indirect, special, or punitive loss or damage, or similar losses or damages, opportunity costs, or lost profits, even if the other party had been advised of or knew or should have known of the possibility thereof.
20.6 Applicable law. The limitation of liability in this Section 20 is subject to any obligations that we have under applicable law and regulation, including our obligation to exercise reasonable care and skill in our provision of the Coinbase Cyprus Services. Nothing in this Agreement shall limit our liability resulting from our negligence or wilful default, fraud or fraudulent misrepresentation, gross negligence, deliberate misconduct, for death or personal injury resulting from either our or our subcontractors’ negligence. Additionally, nothing in this Agreement shall limit our liability in relation to our duties under applicable law unless otherwise expressly excluded or limited by this Agreement in accordance with applicable law.
20.7 No Warranties. The Coinbase Cyprus Services, the Coinbase Cyprus Platform and the Site are provided on an "as is" and "as available" basis, with no further promises made by us around availability of the Coinbase Cyprus Services. Specifically, we do not give any implied warranties of title, merchantability, fitness for a particular purpose and/or non-infringement. We do not make any promises that access to the Site, any of the Coinbase Cyprus Services, or any of the materials contained therein, will be continuous, uninterrupted, timely, or error-free.
Any materials, information, view, opinion, projection or estimate presented via the Site is made available by Coinbase Cyprus for informational purposes only, and is subject to change without notice. You must make your own assessment of the relevance, timeliness, accuracy, adequacy, commercial value, completeness and reliability of the materials, information, view, opinion, projection or estimate provided on the Site and/or the Site. Accordingly, no warranty whatsoever is given by Coinbase Cyprus and no liability whatsoever is accepted by Coinbase Cyprus for any loss arising whether directly or indirectly as a result of you acting on any materials, information, view, opinion, projection or estimate provided in or made available through the Site and/or the Site.
The Coinbase Cyprus Services, Coinbase Cyprus Platform and Site are not intended to provide specific investment, financial, tax or legal advice or to make any recommendations about the suitability of any investments or products for any particular investor. Any information on our Site or the Coinbase Cyprus Platform or in any correspondence or promotional literature should not be interpreted or understood as investment advice. You should seek your own independent financial, legal, regulatory, tax or other advice before making an investment in the investments or products. In the event that you choose not to seek advice from a relevant adviser, you should consider whether the investment or product is suitable for you.
We will make reasonable efforts to ensure that Derivatives Transactions, requests for debits and credits, bank accounts, credit and debit cards are processed in a timely manner but Coinbase Cyprus makes no representations or warranties regarding the amount of time needed to complete processing which is dependent upon many factors outside of our control. We will make reasonable efforts to ensure that requests for electronic debits and credits involving bank accounts, credit cards, and cheque issuances are processed in a timely manner, but we make no representations or warranties regarding the amount of time needed to complete processing which is dependent upon many factors outside of our control.
Except for the express statements set forth in this Agreement, you hereby acknowledge and agree that you have not relied upon any other statement or understanding, whether written or oral, with respect to your use and access of the Coinbase Cyprus Services and Site.
20.8 No Liability for Breach. We are not liable for any breach of this Agreement, including delays, failure in performance or interruption of service, where they arise directly or indirectly from abnormal and unforeseeable circumstances beyond our control, the consequences of which would have been unavoidable despite all effects to the contrary, nor are we liable where the breach is due to the application of mandatory legal rules.
21. SITE AVAILABILITY AND ACCURACY.
21.1 Access & Availability. Access to Coinbase Cyprus Services may become degraded or unavailable during times of significant volatility or volume. This could result in limitations on access to your Coinbase Cyprus Account or the Coinbase Cyprus Services, including the inability to initiate or complete transactions and may also lead to support response time delays.
Although we strive to provide you with excellent service, we do not guarantee that the Site or other Coinbase Cyprus Services will be available without interruption and we do not guarantee that any order will be executed, accepted, recorded, or remain open or that your Coinbase Cyprus Account will be accessible. Please note that our customer support response times may be delayed, including during times of significant volatility or volume, especially for non-trust and safety issues. We are entitled to suspend access to the Coinbase Cyprus Services (with or without notice) for any good reason, including to carry out maintenance, repair, upgrades or development, although we will endeavour to give you prior notice where reasonably practicable.
Under no circumstances shall Coinbase Cyprus be liable for any alleged damages from or arising out of service interruptions, delays in processing transactions, inability to execute transactions, or lack of timely response from Coinbase Cyprus customer support. For example, if you are locked out of your Coinbase Cyprus Account, it is possible that a change in underlying Digital Asset prices may cause the value of open positions on Derivatives Transactions in your Coinbase Cyprus Account to go down before your access is restored. Coinbase Cyprus shall not be liable for any alleged losses that you suffer from a change in Digital Asset prices.
21.2 Website Accuracy. Although we intend to provide accurate and timely information on the Site, the Site (including, without limitation, the Content (as defined below)) may not always be entirely accurate, complete or current and may also include technical inaccuracies or typographical errors.
In an effort to continue to provide you with as complete and accurate information as possible, information may, to the extent permitted by applicable law, be changed or updated from time to time without notice, including without limitation information regarding our policies, products and services. Accordingly, you should verify all information before relying on it, and all decisions based on information contained on the Site are your sole responsibility and we shall have no liability for such decisions.
Links to third party materials (including without limitation any websites) may be provided as a convenience but are not controlled by us. You acknowledge and agree that we are not responsible for any aspect of the information, content, or services contained in any such third party materials accessible or linked to from the Site.
22. CUSTOMER FEEDBACK, QUERIES, COMPLAINTS, AND DISPUTE RESOLUTION.
22.1 Contact Coinbase. If you have any feedback, questions, or complaints, contact us via our ‘Customer Support’ webpage at our Site.
22.2 Complaints. You should raise any complaint that you may have with us as soon as possible. You should keep your own record of dates and times of transactions to assist us to investigate as it may be difficult or not reasonably possible for us to locate records/tapes in relation to transactions in the absence of reasonable information as to dates and times. A summary of our complaints handling procedure can be found in our Complaints Information page.
22.3 Complaints Process. Any complaint or dispute should in the first instance be referred to our support team. If we cannot resolve the complaint through our support team, you and we agree to use the complaints process set out in this Section 22.3. You agree to use this process before commencing any action as set out in Section 22.4. If you do not follow the procedures set out in this Section 22.3 before pursuing action under Section 22.4, we shall have the right to ask the relevant court/authority to dismiss your action/application unless and until you complete the following steps. However, nothing in this Section shall be construed as preventing either party from seeking conservatory or similar interim relief in any court of competent jurisdiction.
In the event of a complaint which has not been resolved through your contact with our support team, please use our complaint form to set out the cause of your complaint, how you would like us to resolve the complaint and any other information you believe to be relevant. The complaint form can be found on the Coinbase support pages, help.coinbase.com or can be requested from Coinbase Customer Support, who are also able to assist with this process where a live complaint is raised. We will acknowledge and manage your complaint as required by applicable law.
Any offer of resolution made to you will only become binding on us if accepted by you. An offer of resolution will not constitute any admission by us of any wrongdoing or liability regarding the subject matter of the complaint. If we have not been able to resolve your complaint via the complaint process set out in this Section 22.3, you may escalate your complaint via the dispute processes set out in Section 22.4 below.
22.4 Complaints Escalations. Notwithstanding Section 22.3, if we have not resolved your complaint to your satisfaction you may refer a complaint in writing to the CySEC Ombudsman. In addition, if you are dissatisfied with our handling of any complaint, you may refer the matter to The Financial Ombudsman whose address is Kipranoros 15, 1061, Nicosia Cyprus. Please note that while the European Commission has established a European Online Dispute Resolution (ODR) platform at http://ec.europa.eu/consumers/odr/, Coinbase does not participate in online dispute resolution proceedings pursuant to the ODR.
22.5 Complaints or disputes arising out of or in connection with this Agreement or the provision of Coinbase Cyprus Services, the Coinbase Cyprus Platform or the Site, that cannot be resolved via the complaint process set out in Section 22.3 above are governed by Section 22.6, without prejudice to any mandatory rights available to consumers (being individuals not engaged in conduct related to their trade, business or profession, “Consumers”) to commence proceedings against Coinbase Cyprus before the courts of the jurisdiction in which they are domiciled.
22.6 Governing Law and Jurisdiction. Except as set forth in this Section 22, this Agreement and the relationship between us shall be governed by the laws of Cyprus and, noting Section 22.5, the non-exclusive jurisdiction of the Cypriot courts, subject to any local mandatory law, or rights available to Consumers.
23. DATA PROTECTION.
23.1 Personal Data. You acknowledge that we may process personal data in relation to you (if you are an individual), and personal data that you have provided (or in the future provide) to us in relation to your employees and other associated individuals (if you are not an individual), in connection with this Agreement, or the Coinbase Cyprus Services. We will process this personal data in accordance with the Privacy Policy, which shall form part of this Agreement. Accordingly, you represent and warrant that:
(A) your disclosure to us of any personal data relating to individuals other than yourself was or will be made in accordance with all applicable data protection and data privacy laws, and such data are accurate, up to date and relevant when disclosed;
(B) before providing any such personal data to us, you acknowledge that you have read and understood our Privacy Policy, and, in the case of personal data relating to an individual other than yourself, have (or will at the time of disclosure have) provided the individual with a copy of, or directed the individual towards a webpage containing that Privacy Policy (as amended from time to time); and
(C) if from time to time we provide you with a replacement version of the Privacy Policy, you will promptly read that notice and provide updated copies of the Privacy Policy to, or re-direct towards a webpage containing the updated Privacy Policy, any individual whose personal data you have provided to us.
24. SECURITY.
24.1 Password Security. In order to access Coinbase Cyprus Services, you will be required to create or will be given security details, including a username and password. You are responsible for keeping the electronic device through which you access Coinbase Cyprus Services safe and maintaining adequate security and control of any and all security details that you use to access the Coinbase Cyprus Services. This includes taking all reasonable steps to avoid the loss, theft or misuse of such electronic device and ensuring that such electronic device is both encrypted and password protected.
Any loss or compromise of your electronic device or your security details may result in unauthorised access to your Coinbase Cyprus Account by third-parties and the loss or theft of any Digital Assets and/or funds held in your Coinbase Cyprus Account and any associated accounts, including your linked bank account(s) and credit card(s). You must keep your security details safe at all times. For example, you should not write them down or otherwise make them visible to others.
You should never allow remote access or share your computer and/or computer screen with someone else when you are logged on to your Coinbase Cyprus Account. Coinbase Cyprus will never under any circumstances ask you for your passwords, or 2-factor authentication codes or to screen share or otherwise seek to access your computer or Coinbase Cyprus Account. You should not provide your details to any third party for the purposes of remotely accessing your Coinbase Cyprus Account. Always log into your Coinbase Cyprus Account through the Site to review any transactions or required actions if you have any uncertainty regarding the authenticity of any communication or notice.
We assume no responsibility for any loss that you may sustain due to compromise of account login credentials due to no fault of Coinbase Cyprus. We further assume no responsibility for your failure to follow the requirements set out in this Section 24.1, or follow or act on any notices or alerts that we may send to you.
24.2 Authentication and Verification. In order to access Coinbase Cyprus Services users are required to provide an email address and create a password. Coinbase Cyprus offers two-factor authentication via a user’s mobile device (Short Message Service (“SMS”) or a supported Time-based One Time Password application). A verified phone number is required to enable two-factor authentication via SMS. Users are responsible for keeping electronic devices through which Coinbase Cyprus Services are accessed safe and maintaining adequate security and control of any and all security details that are used to access the Coinbase Cyprus Services. This includes taking all reasonable steps to avoid the loss, theft or misuse of said electronic devices and ensuring that said electronic devices are password protected. Any loss or compromise of personal electronic devices or security details may result in unauthorised access of a user’s Coinbase Cyprus Account by third-parties and the loss or theft of any Digital Assets and/or funds held in your Coinbase Cyprus Account and the misuse of any associated accounts, including linked bank account(s) and credit/debit card(s).
24.3 Security Breach. If you suspect that your Coinbase Cyprus Account or any of your security details have been compromised or if you become aware of any fraud or attempted fraud or any other security incident (including a cyber-security attack) affecting you and / or Coinbase Cyprus (collectively, a “Security Breach”), you must:
(A) notify Coinbase Support immediately via and follow the instructions at: https://help.coinbase.com/en/coinbase/privacy-and-security/account-compromised/my-account-was-compromised, which covers Coinbase Cyprus;
(B) provide accurate and up to date information throughout the duration of the Security Breach; and
(C) take any steps that we reasonably require to reduce or manage any Security Breach.
Prompt reporting of a Security Breach does not guarantee that Coinbase Cyprus will reimburse you for any losses suffered or be liable to you for any losses suffered as a result of the Security Breach.
24.4 Safety and Security of Your Computer and Devices. Coinbase Cyprus is not liable for any damage or interruptions caused by any computer viruses or other malicious code that may affect your computer or other equipment, or any phishing, spoofing or other attack. We advise the regular use of a reputable and readily available virus screening and prevention software. You should also be aware that SMS and email services are vulnerable to spoofing and phishing attacks and should use care in reviewing messages purporting to originate from us.
25. GENERAL.
25.1 Notice. References to notice means written notice. If we exercise any of our rights under this Agreement without giving you notice, we will give you notice as soon as reasonably practicable after exercising such right, unless we are restricted from doing so by applicable law.
25.2 Your Compliance with Applicable Law. You must comply with all applicable laws, regulations, licensing requirements and third party rights (including, without limitation, data privacy laws and anti-money laundering and countering the financing of terrorism laws) in your use of the Coinbase Cyprus Services, the Coinbase Cyprus Platform and the Site. You understand and accept that if you are not a Cyprus citizen, not Cyprus domiciled and/or are non-Cyprus resident (and/or if you undertake Derivatives Transactions from outside Cyprus) you may also be subject to laws other than the laws of Cyprus (including other tax laws) and that these may differ from Cyprus laws.
25.3 Compensation. If you are an eligible claimant under the rules of the Investor Compensation Fund, your Account will be protected by the Investor Compensation Scheme. You may be entitled to compensation from the scheme if we cannot meet our obligations. Further information about compensation arrangements can be found in the Investor Compensation Fund document available on our Site.
25.4 Abusive Trading. Internet connectivity delays and price feed errors sometimes create a situation where the price feeds displayed on the Coinbase Cyprus Platform do not actually reflect the market rates. The concept of arbitrage and “scalping”, or taking advantage of these internet delays is not permitted by Coinbase Cyprus and transactions that rely on price latency or arbitrage opportunities may be revoked by us. Coinbase Cyprus reserves the right to make necessary corrections or adjustments on any Coinbase Cyprus Account involved. Accounts that rely on arbitrage strategies may at our sole discretion be subject to manual intervention/approval of Orders. Any dispute arising from such quoting or execution errors will be resolved by Coinbase Cyprus in our sole and absolute discretion. In the event that we determine, at our own discretion, that an abusive trading technique has been used, we reserve the right to take action as we see fit including blocking access to the Coinbase Cyprus Services, terminating your Coinbase Cyprus Account and freezing or reclaiming all funds held in your Coinbase Cyprus Account.
25.5 Conflicts of Interest. We, or our associates, may have an interest or relationship which conflicts with your interest or our duties to you. As a result, we have developed a conflicts of interest policy (which may be reviewed and updated from time to time) pursuant to applicable law, which sets out how we will manage material conflicts of interest. Our conflicts of interest policy can be found on our Site.
25.6 Force Majeure. If any event outside of Coinbase Cyprus’s control occurs (including a Market Disruption Event), Coinbase Cyprus may: cease or suspend trading and/or alter trading times for all or any markets; reject Orders; change prices and spreads; change minimum and maximum trade sizes; make adjustments to the price and/or size of any open positions and/or Orders; void any open positions if prices for that open position are based on trades or prices in relation to any relevant underlying asset and those trades or prices are subsequently cancelled by the relevant exchanges; immediately require payment of any amounts you may owe us including Margin; change Margin Requirements; roll over open positions that would expire during any suspended trading period, at a level determined by us acting reasonably; and take or omit to take all such other actions as we deem appropriate in the circumstances to protect ourselves and our customers as a whole. Any action taken by us under this Section may be effective immediately.
For the purposes of this Section, a “Market Disruption Event” means: when trading in respect of the underlying asset on which our prices are based is suspended or limited for any reason whatsoever including by reason of movements in the price of the underlying asset exceeding limits permitted by the relevant exchange or when limits or special or unusual terms are imposed on the trading of the underlying asset by the relevant exchange; or when trades in relation to any relevant underlying asset or other financial instrument are cancelled by the relevant exchange; or when an unusual movement in the level of, or the unusual loss of liquidity in respect of, the underlying asset on which our price is based occurs; or the suspension or closure of any index / market / exchange or the abandonment or failure of any event upon which we base, or to which we may relate our quotes, with the result that we are in our reasonable opinion unable to maintain an orderly trading market.
25.7 Limited Licence. All content included in or made available through the Coinbase Cyprus Services, the Site or any related content materials and information such as text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software (“Content”) is the property of the Coinbase Group or its content providers and protected by United States and international copyright and intellectual property law. We grant you a limited, non-exclusive, non-transferable licence, subject to the terms of this Agreement, to access and use the Coinbase Cyprus Services, the Site, and Content solely for approved purposes as permitted by us from time to time. Any other use of the Coinbase Cyprus Services, the Site or Content is expressly prohibited and all other right, title, and interest in the Site or Content is exclusively the property of Coinbase Cyprus and its licensors. You agree not to copy, transmit, distribute, sell, license, reverse engineer, modify, publish, or participate in the transfer or sale of, create derivative works from, or in any other way exploit any of the Content, in whole or in part.
"Coinbase.com", and the following non-exhaustive list, including Coinbase, Coinbase Logo, C Logo, Coinbase International Exchange, Coinbase Advanced Trade, ROSETTA, COSTA, SKEW, TOSHI, Coinbase One, Coinbase Cloud and BISON TRAILS; and without limitation, any graphics, logos, button icons, and service names included in or made available through any Content, and all logos related to the Coinbase Cyprus Services or displayed on the Site are trademarks or trade dress of Coinbase Cyprus and/or Coinbase Group and/or its licensors. You may not copy, imitate or use them without our prior written consent for any purpose, including, without limitation, in: connection with any product or service that is not authorised by Coinbase Cyprus; any manner that is likely to cause confusion among customers; or a way that disparages or discredits Coinbase Cyprus and/or the Coinbase Group.
25.8 Export Controls & Sanctions. Your use of the Coinbase Cyprus Services and the Site is subject to applicable law including but not limited to export restrictions, end-user restrictions, antiterrorism laws, and economic sanctions. By submitting orders for Derivatives Transactions or otherwise using the Coinbase Cyprus Services, you agree that you will comply with all applicable law. You are not permitted to use any of the Coinbase Cyprus Services or products through the Site if doing so would, directly or indirectly, violate applicable law, which include those promulgated by relevant law specific to that jurisdiction, the United Nations Security Council, the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”, including but not limited to the Specially Designated Nationals (“SDN”) List and other non-SDN restricted or blocked parties lists), the European Union, the United Kingdom, and/or any other applicable national, regional, provincial, state, municipal or local laws and regulations (each as amended from time to time). You also acknowledge and agree to hold Coinbase Cyprus harmless for any losses caused by delays or refusals to process a transaction that result from Coinbase Cyprus’s obligation to ensure compliance with applicable export controls or sanctions.
25.9 Relationship of the Parties. Nothing in this Agreement is intended to or shall operate to create a partnership or joint venture between you or Coinbase Cyprus, or authorise you to act as an agent of Coinbase Cyprus.
25.10 Privacy of Others. If you receive information about another user through the Coinbase Cyprus Services, you must keep the information confidential and only use it in connection with the Coinbase Cyprus Services. You may not disclose or distribute a user’s information to a third party or use the information except as reasonably necessary to carry out a transaction and other functions reasonably incidental thereto such as support, reconciliation and accounting unless you receive the user’s express consent to do so. You may not send unsolicited communications to another user through the Coinbase Cyprus Services.
25.11 Contact Information. You are responsible for keeping your contact details (including your email address and telephone number) up to date in your Coinbase Cyprus Account profile in order to receive any notices or alerts that we may send to you (including notices or alerts of actual or suspected Security Breaches). Please see Appendix 2 for more detail in relation to how we will communicate with you. You must inform us promptly if you change address and you understand and accept that, for legal reasons, we may not be able to continue to provide the Coinbase Cyprus Services to you if you change country in which you are resident.
25.12 Taxes. The tax treatment of Derivatives Transactions is uncertain, and it is your responsibility to determine what taxes, if any, arise from transactions using Coinbase Cyprus Services under this Agreement. Users are solely responsible for reporting and paying any applicable taxes arising from transactions using Coinbase Cyprus Services, and acknowledge that Coinbase Cyprus does not provide investment, legal, or tax advice governing these transactions. You understand that Coinbase Cyprus may report information with respect to your transactions, payments, transfers, or distributions made by or to you with respect to your activities using Coinbase Cyprus Services to a tax or governmental authority to the extent such reporting is required by applicable law. Coinbase Cyprus also shall withhold or add taxes applicable to your transactions or to payments or distributions made or deemed made to you to the extent such withholding or addition is required by applicable law. From time to time, Coinbase Cyprus shall ask you for tax documentation or certification of your taxpayer status as required by applicable law, and any failure by you to comply with this request in the time frame identified may result in withholding and/or remission of taxes to a tax authority as required by applicable law. You should conduct your own due diligence and consult your own tax advisors before making any decisions with respect to Derivatives Transactions.
25.13 Death of Account Holder. For security reasons, if we receive legal documentation confirming your death or other information leading us to believe you have died, we will freeze your Coinbase Cyprus Account and during this time, no transactions may be completed until: (i) your designated executor / trustee has opened a new Coinbase Cyprus Account or informed Coinbase Cyprus about another, existing, Coinbase Cyprus Account in their name, as further described below, and the entirety of your Coinbase Cyprus Account has been transferred to such new account, or (ii) we have received proof in a form satisfactory to us that you have not died. If we have reason to believe you may have died but we do not have proof of your death in a form satisfactory to us, you authorise us to make inquiries, whether directly or through third parties, that we consider necessary to ascertain whether you have died. Upon receipt by us of proof satisfactory to us that you have died, in order to gain access to the contents of your Coinbase Cyprus Account, the executor / trustee you have designated in a valid Will or similar testamentary document will be required to open a new Coinbase Cyprus Account or inform Coinbase Cyprus of another, existing Coinbase Cyprus Account in their name to which the entirety of the funds in your Coinbase Cyprus Account shall be transferred. If you have not designated an executor / trustee, then we reserve the right to (i) treat as your executor / trustee any person entitled to inherit your Coinbase Cyprus Account, as determined by us upon receipt and review of the documentation we, in our sole discretion, deem necessary or appropriate, including (but not limited to) a Will or similar document, or (ii) require an order designating an executor / trustee from a court having competent jurisdiction over your estate. In the event we determine, in our sole discretion, that there is uncertainty regarding the validity of the executor / trustee designation, we reserve the right to require an order resolving such issue from a court of competent jurisdiction before taking any action relating to your Coinbase Cyprus Account.
25.14 Entire Agreement. This Agreement (including documents incorporated by reference herein, including the Privacy Policy, Insurance Disclosure, the Cookie Policy, the Prohibited Use Policy and Appendices) comprise the entire understanding and agreement between you and Coinbase Cyprus as to the subject matter hereof, and it supersedes any and all prior discussions, agreements and understandings of any kind (including without limitation any prior versions of this Agreement) between you and Coinbase Cyprus.
25.15 Interpretation. Section headings in this Agreement are for convenience only and shall not govern the meaning or interpretation of any provision of this Agreement. For purposes of this Agreement, (a) the words “include,” “includes,” and “including” are deemed to be followed by the words “without limitation;” (b) the word “or” is not exclusive; (c) the words “herein,” “hereof,” “hereby,” “hereto,” and “hereunder” refer to this Agreement as a whole; and (d) the words “trade”, “dealing”, “trades” or “trading” include reference to creating or closing an open position for a Derivatives Transaction, placing an Order and the execution of any Order. Unless the context otherwise requires, references herein: (x) to Sections mean the Sections of this Agreement; (y) to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof; and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder.
25.16 Third Parties. Coinbase Group entities may enforce the terms of this Agreement. Except as set forth in the preceding sentence, a person who is not a party to this Agreement shall not have any rights under or in connection with it.
25.17 Transfer and Assignment. This Agreement is personal to you and you cannot transfer or assign your rights, licenses, interests and/or obligations to anyone else. We reserve the right to assign our rights without restriction (except to the extent of any notice requirement under applicable law), including without limitation, to any Coinbase Cyprus affiliates or subsidiaries, or to any successor in interest of any business associated with the Coinbase Cyprus Services. In the event that Coinbase Cyprus is acquired by or merged with a third party entity, we reserve the right, in any of these circumstances, to transfer or assign the information we have collected from you as part of such merger, amalgamation, acquisition, sale, or other change of control. You reserve the right to terminate the agreement with immediate effect in the event we transfer and/or assign the Agreement. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.
25.18 Invalidity. If any provision of this Agreement is determined to be invalid or unenforceable under any applicable law, this will not affect the validity of any other provision. If any provision is found unenforceable, the unenforceable provision will be severed, and the remaining provisions will be enforced.
25.19 Enforcement of Our Rights. We may not always strictly enforce our rights under this Agreement. If we do choose not to enforce our rights at any time, this is a temporary measure and we may enforce our rights strictly again at any time.
25.20 Language. This Agreement and any information or notifications that you or we are to provide will be in English. Any information that you are to provide should be in English.
25.21 Change of Control. In the event that Coinbase Cyprus is acquired by or merged with a third party entity, we reserve the right, in any of these circumstances, to transfer or assign the information we have collected from you and our relationship with you (including this Agreement) as part of such merger, amalgamation, acquisition, sale, or other change of control.
25.22 Inactivity fee. Coinbase Cyprus may charge an inactivity fee where accounts have become inactive or have been closed, but the account still contains assets. This charge will be made against the assets until the funds are depleted, after which time the business relationship will be deemed terminated.
25.23 Survival. All provisions of this Agreement which by their nature extend beyond the expiration or termination of this Agreement, including, without limitation, the Sections relating to suspension or termination, Coinbase Cyprus Account cancellation, debts owed to Coinbase Cyprus, general use of the Coinbase Cyprus Platform or Site, disputes with Coinbase Cyprus, and general provisions will continue to be binding and operate after the termination or expiration of this Agreement.
Appendix 1 : VERIFICATION PROCEDURES AND LIMITS
Coinbase Cyprus uses multi-level systems and procedures to collect and verify information about you in order to protect Coinbase Cyprus and the community from fraudulent users, and to keep appropriate records of Coinbase Cyprus's customers. Your access to one or more Coinbase Cyprus Services or the Coinbase Cyprus Platform, and limits imposed on your use of Coinbase Cyprus Services (including trading limits and limits on transactions from a linked payment method), and any changes to such limits from time to time, may be based on the identifying information and/or proof of identity you provide to Coinbase Cyprus.
Coinbase Cyprus may require you to provide or verify additional information, or to wait some amount of time after completion of a transaction, before permitting you to use any Coinbase Cyprus Services and/or before permitting you to engage in transactions beyond certain volume limits. You may determine the volume limits associated with your level of identity verification by visiting your Coinbase Cyprus Account's ‘Limits’ page on the Site.
You may submit a request at https://help.coinbase.com to request larger limits. Coinbase Cyprus will require you to submit to Enhanced Due Diligence. Additional fees and costs may apply, and Coinbase Cyprus does not guarantee that we will raise your limits.
Appendix 2 : COMMUNICATIONS
1. Electronic Delivery of Communications. You agree and consent to receive electronically all communications, agreements, documents, notices and disclosures (collectively, "Communications") that we provide in connection with your Coinbase Cyprus Account and your use of Coinbase Cyprus Services. Communications include:
(A) terms of use and policies you agree to (e.g. the Agreement and Privacy Policy), including updates to these agreements or policies;
(B) account details, history, transaction receipts, confirmations, and any other account or transaction information;
(C) legal, regulatory, and tax disclosures or statements we may be required to make available to you; and
(D) responses to claims or customer support inquiries filed in connection with your Coinbase Cyprus Account.
Unless otherwise specified in this Agreement, we will provide these Communications to you by posting them on the Site, emailing them to you at the primary email address listed in your Coinbase Cyprus Account, communicating to you via instant chat, and/or through other electronic communication such as text message or mobile push notification, and you agree that such Communications will constitute sufficient notice of the subject matter therein.
2. How to Withdraw Your Consent. You may withdraw your consent to receive Communications electronically by contacting us at: https://help.coinbase.com. If you fail to provide or if you withdraw your consent to receive Communications in the specified manner, Coinbase Cyprus reserves the right to immediately close your Coinbase Cyprus Account or charge you additional fees for paper copies of the Communications.
3. Updating your Information. It is your responsibility to provide us with a true, accurate and complete email address and your contact information, and to keep such information up to date. You understand and agree that if Coinbase Cyprus sends you an electronic Communication but you do not receive it because your primary email address you have provided is incorrect, out-of-date, blocked by your service provider, or you are otherwise unable to receive electronic Communications, Coinbase Cyprus will be deemed to have provided the Communication to you.
You may update your information by logging into your Coinbase Cyprus Account and visiting settings or by contacting our support team at: www.coinbase.com/cbfse
Appendix 3 : ADDITIONAL POLICIES
By accepting this Agreement, you also accept and agree to be bound, inter alia, by the provisions of the following policies, which form an integral part of this Agreement and which are required to be electronically acknowledged and accepted by you during the online registration procedure:
(F) Key Information Documents (KIDs) as available on www.coinbase.com/cbfse;
(G) Complaints Information; and,
(I) Target Market Disclosure as available on www.coinbase.com/cbfse.
Appendix 4 : Risk Warnings
1. ACKNOWLEDGEMENT OF RISKS
1.1 You acknowledge and accept that there may be risks other than those mentioned in this Appendix or elsewhere in this Agreement. The risk of using our Coinbase Cyprus Services is that you could lose all your money and/or Digital Assets which you have deposited into your Coinbase Cyprus Account. Therefore, you should not trade or invest money that you cannot afford to lose. It is important that you fully understand the risks involved before deciding to trade with us in light of your financial resources, level of experience, and risk appetite. If required, you should seek advice from an independent financial advisor.
1.2 Before beginning to use the Coinbase Cyprus Services, you should ensure you have read and understood (and you represent and warrant that you have read and understood) the risk disclosures contained in this Appendix, Section 4 of this Agreement and those set out in Coinbase Cyprus’s KIDs, which are publicly available on the Site. You should note that this is not an exhaustive list of all of the risks associated with Derivatives and the Coinbase Cyprus Services.
1.3 You accept the risk of trading Derivatives. In entering into any Derivatives Transaction on the Coinbase Cyprus Platform, you represent that you have been, are, and will be solely responsible for making your own independent appraisal and investigations into the risks of such Derivatives Transaction and the respective underlying asset, including Digital Assets where relevant. You represent that you have sufficient knowledge, market sophistication, professional advice and experience to make your own evaluation of the merits and risks of any Derivatives Transaction entered into on the Coinbase Cyprus Platform or any underlying asset, including Digital Assets where relevant.
1.4 The actual profits and losses experienced by you will vary depending on many factors, including, but not limited to, market behaviour, market movement, regulatory activity or unexplainable price volatility and your trade size.
1.5 The value of your investments may go up or down. Past performance is not a guide to future performance experience or low risk tolerance. Speculating on the value of Derivatives is high risk and you should never trade more than you can afford to lose.
1.6 Understanding certain underlying assets requires advanced technical knowledge. Such underlying assets, such as Digital Assets, are often described in exceedingly technical language that requires a comprehensive understanding of applied cryptography and computer code in order to appreciate the inherent risks. The listing of a Derivative on the Coinbase Cyprus Platform does not indicate Coinbase Cyprus’s approval or disapproval of the underlying asset, or the technology of any underlying asset, and should not be used as a substitute for your own understanding of the risks specific to each underlying asset. We provide no warranty as to the suitability of the Derivatives traded under this Agreement and assume no fiduciary duty to you in connection with such use of the Coinbase Cyprus Services.
1.7 You acknowledge and agree that Derivatives and/or Coinbase Cyprus Services (in whole or in part) available in one jurisdiction may not be available for trading, use or access, as applicable, in another.
1.8 When you trade on a digital platform, such as the Coinbase Cyprus Platform, there is a risk that you will lose money as a result of any or all of the following, and Coinbase Cyprus expressly accepts no liability in respect of any or all of the following:
(A) the failure of your computer/mobile/digital device (including its battery);
(B) a weak internet connection, or a weak mobile connection, which means you may not be able to connect to the Coinbase Cyprus Platform, or if you are able to connect there may be a delay;
(C) hacking or the use of malicious software that allows a third party to gain access to your information and/or assets;
(D) your device being incompatible with the Coinbase Cyprus Platform or system specifications, including due to incorrect settings or system specifications;
(E) the failure or malfunction of Coinbase Cyprus’s or your hardware or software; and/or
(F) your non-adherence with our security guidance as set out in this Agreement.
1.9 Some of the features available on the Coinbase Cyprus Platform may not be available if you are accessing the Coinbase Cyprus Platform on a mobile device.
2. GENERAL WARNINGS.
2.1 Participating in Derivatives Transactions carries a high risk.
2.2 Profits and losses from trading in Derivatives can exceed the balance in your Coinbase Cyprus Account (“Account Balance”) many times over. Losses may be unlimited depending on the product in which you are trading and the prevailing market conditions at the time. You should only trade if you are willing to accept this level of risk and if you decide that it suits your investment objectives.
2.3 We strongly recommend that if any part of the Agreement or the risk warning notice / disclosure are unclear or if you are unable to understand any part of them, then you should contact us before agreeing to them.
2.4 Considering that we offer financial services in financial instruments whose price depends on the fluctuations in the financial market outside our control, you do not have the right of withdrawal pursuant to the Law on Distance Trading of Financial Services Consumers 242(1)/2004, as amended from time to time. For further details, please refer to Section 16 of this Agreement, Additionally, please keep in mind that past performance is not an indicator of future performance.
2.5 It is your decision as to whether or not you enter into Derivatives Transactions. Coinbase Cyprus does not provide advice and will not advise on the advantages or otherwise of margined trading. The decision to place trades lies with you alone, not us, and you are responsible for the effect a margined trade might have on any open positions.
2.6 For information on how we set our prices and execute trades and orders, please refer to our Order Execution Policy on our Site.
2.7 Derivatives Transactions on your Coinbase Cyprus Account are your responsibility and you should monitor all your trades and activities carefully. You should refer to the following for further information on Derivatives Transactions and / or to check on open positions:
(A) trading platforms;
(B) our Site;
(C) our support team;
(D) trade confirmations provided; and
(E) product information sheets.
2.8 Stop Orders and Limit Orders can be used to help manage your positions (please see Section 4.20). Please be aware that Stop Orders are only guaranteed in a small number of circumstances. Please refer to this Agreement and the product information sheets for further information.
2.9 You should not proceed with Derivatives Transactions unless you understand the features and risks associated with the type of Derivatives Transactions you wish to engage in. In addition, you are responsible for ensuring you understand the following:
(A) all risks and how potential losses can accumulate;
(B) how to open and close a margined trade;
(C) how to place an Order and how orders are monitored and executed;
(D) how to calculate profit and loss; and
(E) when you are obliged to make a payment to Coinbase Cyprus.
2.10 Before opening a Coinbase Cyprus Account for you, we will need to assess whether the type of Derivatives Transaction you wish to conduct is appropriate for you. We rely on you to provide us with the correct information of your knowledge and experience in connection with the products and services we offer and you warrant to us that it is accurate and complete. On the basis of the information you provide, if we believe the type of Derivatives Transaction you wish to conduct is not appropriate for you, we will notify you via email during the account opening process.
2.11 Although we have an obligation to assess the appropriateness of our products and services, we have no obligation to monitor your Derivatives Transactions nor to advise you on the appropriateness of each individual Order you place.
3. COMPLEX PRODUCTS
3.1 Trading of complex products, including the Derivatives available via Coinbase Cyprus (collectively, “Complex Products”), may not be suitable for all customers. Complex Product trading is designed to be utilised only by sophisticated customers, such as active traders employing dynamic strategies. You should use extreme caution when trading Complex Products and only trade them if you understand how they work, including but not limited to the risks associated with margin trading, the use of leverage, the risk of shorting, and the effect of compounding and market volatility risks on leveraged products.
3.2 Complex Product trading entails significant risk and you may feel the effects of losses immediately. Complex Product trading requires initial posting of collateral to meet initial margin requirements. If movements in the markets for a Complex Product or the underlying asset decrease the value of your position in such Complex Product, you may be required to have or make additional collateral available as margin to ensure that maintenance margin requirements are met. If your Coinbase Cyprus Account is under the minimum margin requirements, your position may be liquidated at a loss, and you may lose all of your assets in your Coinbase Cyprus Account.
3.3 THIS PARAGRAPH 3.3 IS APPLICABLE TO RETAIL CUSTOMERS ONLY: Derivatives trading is a high risk form of speculation. However, in the event that your losses result in a negative balance in your Coinbase Cyprus Account, we will not seek to recover these losses from you. This feature can be described as “Negative Balance Protection”. We will make sure that you do not lose more money than the buying power you have deposited in your Coinbase Cyprus or another entity in the Coinbase Group account, as required under applicable law.
3.4 You should only trade Derivatives if:
(A) you have sufficient and relevant knowledge about or experience in, trading in volatile markets;
(B) you fully understand how the Derivatives available on the Coinbase Cyprus Platform work (including all associated risks and costs) and are aware that the use of margin or leverage creates greater risks;
(C) you are trading with money you can afford to lose;
(D) you have a high-risk tolerance;
(E) you want to gain short term exposure to a product/market;
(F) you understand that there are situations where we will be able to close out your transactions without giving you notice or by giving you very short notice;
(G) you understand that we can change Margin Requirements at our sole discretion (including in relation to open positions), and that we may give you very short notice of changes to Margin Requirements or we may not be able to give you notice at all. We will exercise our right to change Margin Requirements in accordance with applicable law;
(H) you understand that when Margin Requirements change, we cannot guarantee that your execution price will match your order price, including where you've placed a limit order, take profit and/or stop loss order; and
(I) you have time to manage your transactions on an active basis and understand that active management may be required at short notice:
(1) due to the volatility of the underlying market, which will be increased as a result of leverage;
(2) as a result of us changing Margin Requirements, including for open positions (as stated above); and/or
(3) as a result of us giving you very short notice, or no notice at all, of changes to Margin Requirements (as stated above).
3.5 You should ensure you fully understand the risks involved before using our Derivatives Services and, if required, take appropriate investment, financial, legal, tax and other necessary professional, independent advice. You should read this Agreement and ensure you fully understand the risks before entering into this Agreement.
4. COMPLEX PRODUCTS RELATING TO UNDERLYING DIGITAL ASSETS
4.1 Cryptoassets are volatile products, which means the prices of the products can change rapidly and are therefore unpredictable. The price fluctuation of cryptoassets, in combination with the use of leverage, means that trades in Complex Products relating to underlying Digital Assets may significantly increase or decrease in value at any given moment, and this may result in a loss of all the capital you have invested in such a transaction. Therefore, Complex Products relating to underlying Digital Assets come with an even higher risk of losing money.
4.2 You should only trade Complex Products if you have sufficient time to manage your transactions on an active basis. This is even more important when trading Complex Products relating to underlying Digital Assets, due to the volatility of the underlying cryptoassets, in combination with the use of leverage. If the market moves against your position, you may be called upon by us to provide a substantial amount of additional margin funds, without notice or on very short notice, in order to maintain your position. If you do not provide the required funds within the time required by us, your position may be liquidated at a loss.
4.3 Other important risks when trading Complex Products relating to underlying Digital Assets are:
(A) particularly during periods of high volume, illiquidity, fast movement or volatility in the marketplace for any cryptoassets, the actual market rate at which a market order or trade for a Complex Product relating to underlying Digital Assets is executed may be different from the prevailing rate indicated via the trading services at the time of your order or trade;
(B) the actual market rate at which a market order or trade for a Complex Product relating to underlying Digital Assets is executed may be different from the rate that is displayed on the Coinbase Cyprus Platform at the time that you make your order, if prices are fluctuating substantially;
(C) cryptoassets are a unique kind of product, backed by technology and trust, unlike most currencies, which are backed by governments or other legal entities, or by commodities such as gold or silver. This means there is no central bank that can take corrective measure to protect the value of cryptoassets, and therefore the value of Complex Products relating to underlying Digital Assets; and
(D) cryptoassets are virtual products, they may become 'delisted' or unsupported at any time, which means they may no longer be offered for sale or exchange on markets. If this happens, the Derivatives Transactions which reference those delisted cryptoassets may become worthless.
4.4 You should carefully consider whether trading Complex Products relating to underlying Digital Assets is suitable for you, in light of your financial circumstances. You should ensure that you fully understand how cryptoassets and Complex Products work (including all associated risks and costs), and are aware that the use of margin or leverage when trading Complex Products relating to underlying Digital Assets creates even greater risks than the use of margin or leverage when trading Complex Products in relation to other underlying products.
Appendix 5: CBLU instruction
This Appendix (the “CBLU Instruction”) is entered into pursuant to the Agreement as a supplement to the Agreement, and is entered into between you and Coinbase Luxembourg S.A, a company registered in Luxembourg under number B292147, with its registered office at 5, Place de la Gare, L-1616, Luxembourg, (“CB Lux”).
1. Instructions to CB Lux
1.1 Pursuant to Section 5.14 of the Agreement, where you hold any USDC balances within your account with CB Lux, to the extent that you do not have a fiat currency balance in your EMI Account and fiat currency is required to be transferred into your Coinbase Cyprus Account to meet Margin requirements, you hereby directly instruct CB Lux to convert such USDC balances into fiat currency as may be required to meet those Margin requirements from time to time, and transfer that fiat currency in accordance with Section 5.12. Any such transfer of fiat currency will be carried out pursuant to instructions given by you to your EMI Account provider in accordance with either this Appendix 5 (to the extent that CB Lux is your EMI Account provider) or Appendix 6.
1.2 Pursuant to Section 5.14 of the Agreement, you hereby instruct CB Lux (to the extent that it may be your EMI Account provider from time to time), on an ongoing basis, for the transfer of funds from your EMI Account to your Coinbase Cyprus Account in such amount that may be necessary at any time to avoid Liquidation. Any such transfer of fiat currency will be carried out pursuant to instructions given by you to CB Lux in accordance with this Appendix 5, with the transfer of such funds being executed pursuant to the terms and conditions you have entered into with CB Lux for the provision of your EMI Account.
1.3 This instruction is given under this Appendix directly from you to CB Lux. Accordingly, in consideration of the services provided to you by CB Lux, by making an election to convert USDC balances into fiat currency (and, where relevant, to transfer fiat currency from your EMI Account into your Coinbase Cyprus Account under this Appendix), you hereby instruct CB Lux to carry out any and all such transactions on an ongoing basis under, and in accordance with, the terms and conditions that you have entered into with CB Lux.
2. General
2.1 CB Lux and you agree that the provisions of Section 25 of the Agreement shall apply mutatis mutandis to the agreement set out in this Appendix 5.
Appendix 6: CBIE instruction
This Appendix (the “CBIE Instruction”) is entered into pursuant to the Agreement as a supplement to the Agreement, and is entered into between you and Coinbase Ireland Limited, a company registered in Ireland under number 630350, with its registered office at Ground Floor, 45 Mespil Road, Dublin D04 W2F1, Ireland, (“CBIE”).
1. Instructions to CBIE
1.1 Pursuant to Section 5.14 of the Agreement, you hereby instruct CBIE (as your your EMI Account provider), on an ongoing basis, for the transfer of funds from your EMI Account to your Coinbase Cyprus Account in such amount that may be necessary at any time to avoid Liquidation from time to time. Any such transfer of fiat currency will be carried out pursuant to this ongoing instruction given by you to CBIE in accordance with this Appendix 6, with the transfer of such funds being executed pursuant to the terms and conditions you have entered into with CBIE for the provision of your EMI Account.
1.2 This instruction is given under this Appendix directly from you to CBIE. Accordingly, in consideration of the services provided to you by CBIE, by making an election to fiat currency balances from your EMI Account to your Coinbase Cyprus Account, you hereby instruct CBIE to carry out any and all such transactions on an ongoing basis under, and in accordance with, the terms and conditions that you have entered into with CBIE for the provision of your EMI Account.
2. General
2.1 CBIE and you agree that the provisions of Section 25 of the Agreement shall apply mutatis mutandis to the agreement set out in this Appendix 6
Appendix 7 : GLOSSARY OF TERMS
