Client Agreement

EAA TERMS

Last Updated Date: 25.05.2026

Entities providing services
1. Save as described below, this client agreement (‘Agreement’) is between the Neverless entities identified in the paragraphs below (‘Neverless’, ‘we’, ‘us’, or ‘our’) and you (“you”).
2. Services are provided by Neverless Labs, S.L., a company registered at Calle de Hermosilla 48, 1D, 28001 Madrid, Spain, and registered with the Bank of Spain under registration number D948 for the provision of crypto-asset custody and exchange services.
Introduction
1. This Agreement applies to your access and use of the services provided by Neverless described below that may be provided by Neverless from time to time on the Neverless mobile application(s) (each, an 'App') and the Neverless website (the Apps and the website, together with any programmes, tools, features, functionality, services, transactions, and Content provided through or in connection with the website and the Apps, collectively, the 'Platform' or 'Neverless Platform'). You expressly agree to the terms of the Agreement and will also treat your access to and use of our Services (as defined below) as acceptance of the terms of the Agreement.
2. This Agreement governs the relationship between you and Neverless, including, without limitation, these terms and conditions of all Services offered to you. You are responsible for checking our website periodically in order to review the current version of the Agreement.
3. This Agreement is legally binding and will take effect upon the date on which you agree to its terms.
4. References to this 'Agreement' include these terms and conditions as well as any other agreements, schedules, or disclosures provided to you in relation to the provisions of the Services, including (each as amended or supplemented from time to time):
  1. Pricing Schedule that is available on our website;
  2. Privacy Policy.
    
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Neverless Services
1. Collectively, we refer to those services set forth in Schedule A, Schedule B, Schedule C, Schedule D, Schedule E, and Schedule F as well as any other such related services that may be offered by Neverless via the Platform from time to time as the 'Services'.
2. Some of the terms in the Agreement only apply to certain Services. If you do not use those Services, then those will not be part of your Agreement with us.
3. By using our Services, you acknowledge you have read, understand and agree to the additional terms that apply to the Services as set out in the applicable Schedules, including:
  1. Schedule A: applies if you invest or trade crypto-assets;
  2. Schedule B: applies if you hold crypto-assets eligible to passive rewards;
  3. Schedule C: applies if you hold crypto-assets with us;
  4. Schedule D: applies if you use crypto-asset transfer services;
  5. Schedule E: applies if you invest or trade commodities;
  6. Schedule F: applies if you use our margin trading facilities.
4. You acknowledge and understand that all investments involve risk, that losses may exceed the principal invested, and that the past performance of an industry, sector, or market does not guarantee future results or returns. You are solely responsible for all investment decisions associated with your Account including any risks in connection with the purchase or sale of crypto-assets or commodities (which includes the risk of loss).
Limitations to the Services.
1. Neverless does not provide personalised investment recommendations or investment or tax related advice. Any explanation or information which we give to you as part of a trade or about the performance of the trade is not intended to be, and should not be considered as, advice. Nothing on the Platform is or shall be deemed a personal recommendation or solicitation by Neverless to buy or sell any investment products, or as to the manner in which those products are bought or sold, or to engage in any investment strategy.
2. To be eligible to use any of the Services, you must be at least 18 years old, reside in a country in which the relevant Services are accessible, and otherwise be legally permitted to use the Services. There are certain features which may or may not be available to you depending on your location and other criteria.
3. The Services are not available to residents of Prohibited Jurisdictions. It is your responsibility to inform Neverless promptly if you change your residential address or become a resident or tax resident of a Prohibited Jurisdiction. Failure to inform Neverless if you become a resident of a country that is a Prohibited Jurisdictions is a material breach of this Agreement. For purposes of this Agreement, a 'Prohibited Jurisdiction' includes means any jurisdiction that is not part of the European Economic Area, or any country or jurisdiction subject to economic, financial or trade sanctions or embargoes, export controls or other restrictive measures imposed by the United States of America (including those administered by the United States Department of the Treasury’s Office of Foreign Assets Control), the European Union, any member state of the European Union, the United Kingdom, or any other applicable regulatory body ('Sanctions').
4. If you attempt to access your Account from a Prohibited Jurisdiction or you are otherwise resident in such a jurisdiction, or if Neverless reasonably believes that you are attempting such access or have become a resident in such a jurisdiction, Neverless may restrict your Account and any pending orders may be cancelled.
5. Neverless may impose limits on your use of the Services, including transaction limits on the Services. Such limits may vary, at Neverless’s sole discretion, depending on a variety of factors, and Neverless may apply different limits to certain clients at its sole election.
Your Account.
1. You must register for a Neverless account to use the Services (an 'Account'). Your Account is self-directed and you are solely responsible for any and all orders placed in your Account, which means that all orders entered by you are unsolicited and based on your own investment decisions. You are fully responsible for all activity that occurs under your Account and we are entitled to rely on all instructions given and orders placed via your Account as if they were placed or authorised by you, without further investigation or verification unless we wish to do so in our absolute discretion. You agree and acknowledge that your use of your Account and the Services is and shall be only for your personal, non-commercial purpose.
2. You authorise Neverless to open or close your Account, place and withdraw orders, and take such other steps as are reasonable to carry out your directions. All transactions will be effected only on your order or the order of your authorised delegate, except as described in this Agreement.
Client Due Diligence; Identity Verification.
1. You agree to provide us with the information we request (which we may request during registration for your Account or at any time deemed necessary) for the purposes of identity verification, providing the Services to you, and the detection of money laundering, terrorist financing, fraud, or any other financial crime, as well as for the purposes of complying with applicable Sanctions, and permit us to keep a record of such information. The information we request may include (but is not limited to) 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), mobile device identifiers, and any such information that Neverless is required to collect from time to time under applicable law. Neverless may also inquire about your investment profile, including the source of your wealth, employment, and income.
2. You agree to promptly notify Neverless of any changes in the information submitted as part of the Account registration process, including your name, residential address, email address, and telephone number. Please refer to the Privacy Policy for information on how Neverless processes your personal information.
3. You understand that Neverless may take steps to verify the accuracy of the information you provide to Neverless relating to your Account in your application or otherwise. You authorise us to make inquiries, whether directly or through third parties, that we consider necessary to verify your identity or protect you, us and/or third parties against fraud or other financial crime, and to take action we reasonably deem necessary based on the results of such inquiries. You acknowledge and agree that your personal information may be disclosed to third party service providers engaged by Neverless or its affiliates for the purposes of your identity verification and fraud prevention or financial crime prevention and that these third party service providers may respond to our inquiries in full.
4. You acknowledge that Neverless will not provide the Services until Neverless verifies your identity in accordance with its client identification and verification procedures. Your Account may be restricted or closed if Neverless cannot obtain and verify this information. Neverless will not be responsible for any losses or damages (including, lost opportunities) that may result if your Account is restricted or closed.
5. Neverless reserves the right to refuse to take on or maintain a client relationship, at our own discretion, for any reason, subject to applicable law, including but not limited to situations where Neverless has been unable to, or prevented from, completing the account opening or reactivation process or where you have failed to provide information or documentation which is required to be obtained from you in order to comply with any anti-money laundering or other regulatory or legal obligations whether initially or on an ongoing basis.
Fees and Charges
1. You agree to pay Neverless any fees we impose in connection with the Services at the then-prevailing rate as set forth in the Pricing Schedule, which you can find on our website.
2. You acknowledge that the prevailing rate may change without prior notice.You agree to be bound by changes to prevailing rates once they are posted in the Pricing Schedule that is available on our website. You also agree to pay all applicable taxes. Further, Neverless reserves the right to vary rates and fees among clients in connection with special offers, promotions, arrangements, or account criteria such as account value or client loyalty.
3. You agree that Neverless reserves the right to pass on any fees charged by any exchanges, brokers, market-makers, liquidity providers, or other types of counterparties, trading venues, or intermediaries (each, a “Market Actor”). You agree Neverless reserves the right to pass on any fees charged by crypto-asset networks to facilitate crypto-asset Transfers.
4. You also agree to pay such expenses incurred by Neverless in connection with collection of any unpaid balance due on your Account, including legal fees allowed by law.
Account Funding and Withdrawals
1. You can transfer funds into your Account at any time using a payment account held in your name, or any other funding mechanisms as may be added to the Platform from time to time.
2. The deposit and withdrawal of funds in your Account are subject to certain limitations, including daily maximum transfers thresholds and number of transfers, which Neverless may change from time to time.
3. In order to complete a transaction on your account, you will need sufficient funds in your Account prior to executing the order. Neverless may not support all funding methods at all times and may alter the funding methods at any time without prior notice.
4. We do not hold any fiat currency on your behalf. All fiat deposit transactions are converted and held by us as Electronic Money Token (‘EMT’). “Electronic Money Token” or “EMT” means a digital token referencing the value of a single official currency (such as EUR or USD).
5. When the balance of available funds in your Account is greater than any minimum balance requirement needed to satisfy all open orders, you may request a withdrawal of your assets, in the form of crypto-asset or fiat currency. You agree that we may convert your assets at our discretion to facilitate your withdrawal instruction. You are solely responsible for losses resulting in whole or in part from any external account, provider, or service. We cannot guarantee the timing of any withdrawal request. Subject to compliance considerations, regulatory requirements or other controls which we may apply in our sole discretion, requests may be delayed or canceled.
6. Neverless reserves the right to amend the funding mechanisms for your Account at any time, upon notice, and may add new funding mechanisms without notice to you. You are solely responsible for your use of any external account, provider, or service used to transfer funds to your Account. The timing associated with any deposit will vary and may depend in part upon the performance of third parties unrelated to Neverless. We shall not be responsible for damages resulting from any order, including but not limited to, failed or delayed funding.
7. We may, in our sole discretion, impose daily, weekly, monthly, or other periodic limits on deposits and withdrawals, which we may implement, eliminate, increase or decrease at any time without advance notice.
8. When the balance of available funds in your Account is greater than any minimum balance requirement needed to satisfy all open orders, you may request a withdrawal of your assets, in the form of crypto-asset or fiat currency. When you send a withdrawal instruction, Neverless will act on your instructions to withdraw the requested amount and will transfer this amount using the transfer method you selected. Neverless will not be responsible for any delays in the transfer of crypto-assets or fiat currency.
9. By entering into this Agreement, you irrevocably agree that, where your money or crypto-assets have been transferred using the transfer method you selected, Neverless will have fulfilled any and all duties to you in respect of that transfer, as applicable. You are responsible for providing correct blockchain address or payment account details for the purposes of this transfer. Neither Neverless nor any business partner will be liable to you as a result of any failure, resulting from incorrect account details or otherwise, by your payment service provider to credit withdrawn funds to your account.
10. You may be responsible for fees and expenses that your payment service provider or the blockchain you selected imposes on you in respect of the transfer of money or crypto-assets. Neither Neverless nor any business partner, will be responsible for any of such fees or expenses.
11. Implicit third-party costs may apply when you request a money transfer. Please refer to the Pricing Schedule on our website for further details.
12. Given the nature of the services we provide, your Account will ordinarily not have a negative balance. Nevertheless, it is possible for your Account balance to be negative in certain situations. You agree that we have the right to convert any funds you hold in your primary currency and/or non-primary currency to cover a negative balance in any other currency. You agree to immediately deposit sufficient available assets to cover any negative balances on your Account balance. We may liquidate any assets held in your Account to offset and reduce the negative balance. You remain fully responsible for settling the balance and we may engage debt collectors to pursue any outstanding debt on our behalf.
13. You agree to promptly return any assets erroneously distributed to you.
Unregulated Status and Absence of Regulatory Protections
1. You expressly acknowledge and agree that your Account is not a current, checking, savings or any other type of asset account characterised as a banking product or service, and is not covered by insurance against losses. Neverless Labs, S.L. is not a deposit taking institution and it is not licensed, authorised, registered, or supervised by any authority as investment firm, bank, or financial institution.
2. Your Account is not an investment contract, security or transferable and may not be traded, exchanged, transferred or sold to any third party under any circumstances.
Reporting, Confirmations, and Statements
1. You will receive trade confirmations from Neverless promptly after your order has been executed. You understand that it is your sole responsibility to review your transaction history, trade confirmations, transfer confirmations, and any notices from Neverless or its affiliates promptly upon receipt, and you must promptly notify us after you become aware of any unauthorised or improperly executed transactions or any other errors, inconsistencies, or inaccuracies in your Account statements, confirmations or transaction history available on the Platform.
2. To the extent permitted by applicable law, neither Neverless nor any of its affiliates will be liable for any losses, lost profits, or other damages allegedly resulting from delays in or a failure to issue a confirmation, statement, or status update.
Your Responsibilities
1. You will provide Neverless with all information relevant to the Services and will respond promptly to any requests Neverless makes for further information. Neverless will provide Services to you on the basis of the information that you have provided.
2. You agree to inform Neverless promptly through the Platform, including using Account settings, responding to questionnaires or in writing via email of any change to the personal details about you that you have shared.
3. You agree not to open multiple Accounts.
4. You agree to only use the Platform and your Account for your own personal investment purposes and for no other purposes. You must act responsibly and reasonably when using the Services. You must not use the Services to commit or attempt to commit a crime or engage in abusive or otherwise prohibited behaviour.
5. You represent that you are solely responsible for and have authorised any orders or instructions appearing in, originating from, or associated with your username and password, your Account; provided, that this does not affect your rights where Neverless has acted negligently or fraudulently, is in willful default, or where you have rights under applicable law. All such orders or instructions will be executed in reliance on your promise that an actual purchase or sale is intended. Neverless is entitled to assume that any order or instruction received from your Account is a valid order or instruction issued by you. It is your obligation to pay for purchases immediately or on demand. In the event that you fail to provide sufficient funds to pay for a purchase or trade that you placed on the Platform, Neverless may, at its option and without notice to you:
  1. liquidate the asset subject of the order; or
  2. sell the assets held in your Account.
6. You agree not to allow any person except for you to trade on your Account. Neverless may at any time, in our sole discretion and without prior notice to you, prohibit or restrict your ability to access the Services. Neverless reserves the right to require full payment in cleared funds prior to the acceptance of any order.
7. You represent, on the date this Agreement is entered into and throughout its duration, that:
  1. you are 18 years old or older;
  2. you are not a U.S. person, as defined in section 7701(a)(30) of the Internal Revenue Code of 1986, as amended (for U.S. tax purposes);
  3. you are acting in your capacity as a consumer in entering into this Agreement and each transaction entered into pursuant to this Agreement and you will perform your valid and legally binding obligations in accordance with the Agreement except for the effect of laws relating to or affecting creditors’ rights generally and applicable general equitable principles;
  4. the information you have provided to Neverless is (and any information you provide to Neverless will be) complete, accurate, and not misleading in any respect, and in the event of any change to such information, you will promptly notify Neverless of the same;
  5. if you are now or if you become an officer, director or 10% stockholder of any publicly traded company, you will promptly notify Neverless in writing via email;
  6. no person except for you has any interest in the Account opened pursuant to this Agreement;
  7. you will be liable to Neverless in respect of all obligations and liabilities arising from any material breach by you of this Agreement or any other agreement you have entered or will enter into with Neverless or any affiliate;
  8. you accept full responsibility for monitoring and safeguarding your Account and access to your Account; this includes:
    1. keeping your Account username and passcode confidential;
    2. not sharing your email and passcode (or other information relating to your Account) with any other person;
    3. not giving any other person access to your Account;
    4. securing any computer or mobile device through which you access the Platform;
    5. if you use any biometric (such as facial recognition, fingerprint recognition, or similar) access methodology to access or unlock the App, making sure that only your biometrics are able to unlock your Mobile Device and the App (e.g., making sure that no other person’s face or fingerprint can unlock your device or access your Account via the App);
  9. you will immediately notify Neverless in writing via email or through Client Support, if you become aware of:
    1. any loss, theft, or unauthorised use of your Account number, username or passcode;
    2. any failure by you to receive any communication indicating that an order placed via the Services was received, executed, or cancelled, as applicable;
    3. any failure by you to receive an accurate written confirmation of an order, execution, cancellation, or transfer;
    4. any receipt by you of confirmation of an order, execution, cancellation, or transfer, which you did not place;
    5. any inaccurate information in or relating to your orders, trades, Account balances, deposits, withdrawals, transfers, or transaction history; or
    6. any other unauthorised use or access of your Account (each event described in 15.7.9.1.-15.7.9.6., a 'Potential Fraudulent Event');
  10. you agree to notify Neverless immediately after you discover any Potential Fraudulent Event and no more than twenty-four hours following discovery; you agree to cooperate fully with the legal authorities and Neverless and its affiliates in any investigation of any Potential Fraudulent Event; you will complete any reasonably required affidavits or formal written statements promptly, accurately, and thoroughly; you acknowledge that access to the Services, including your Account, may be suspended in the event of a Potential Fraudulent Event; and you agree to compensate Neverless, its affiliates, and Neverless’s and its affiliates’ respective officers, directors, and employees for any losses arising out of or relating to any Potentially Fraudulent Event that are caused by your actions or omissions;
  11. your use and storage of any information (including your Account number, portfolio information, transaction activity, account balances, and any other information) on your wireless, web-enabled cellular telephone or similar wireless communications device (collectively, 'Mobile Device') or computer is at your own risk and is your sole responsibility, and you acknowledge that Neverless recommends that you use devices with appropriate, up-to-date security software to reduce the risk that the system or Mobile Device used will be susceptible to unauthorised access;
  12. you acknowledge that:
    1. in order to use the Services, including maintaining your Account on the Platform, you must download, or download upon Neverless’s request, the App to your Mobile Device for certain security or other Account-related purposes;
    2. from time to time, Neverless will release software updates for the App;
    3. you are responsible for downloading and upgrading your software and maintaining the latest version of the App on your Mobile Device, and failing to do so may result in you encountering content that contains out-of-date, missing or incorrect information, including, among other things, important disclosures and agreement updates, and may impact your ability to access your Account; and
    4. Neverless will not be responsible for any losses caused by your use of outdated software or failure to download the App on your Mobile Device;
  13. entering into the Agreement or any transaction hereunder will not violate or conflict with any law applicable to you, or any charge, trust deed, contract, other instrument, or contractual restrictions applicable to, binding on, or affecting you or any of your assets;
  14. you will 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 Services and the Platform;
  15. you will comply with applicable law and disclosure requirements relating to taxation in all relevant jurisdictions;
  16. you will comply with all applicable law and disclosure requirements relating to anti-bribery and corruption, anti-money laundering and other forms of financial crime, and you will not engage in or facilitate or undertake any transaction that may involve Neverless or affiliates facilitating bribery, corruption, money laundering or other forms of financial crime;
  17. you agree that you are solely responsible for understanding the rights and terms for all assets purchased, sold, and maintained in your Account;
  18. you are not in possession of any price sensitive or insider information which would or may affect your ability to lawfully abide by this Agreement;
  19. you will not engage in any activities that amount to market abuse or market misconduct under the laws of any applicable jurisdiction;
  20. you are not subject to any Sanctions or are present on any other sanctioned or restricted party lists, and you will not undertake any transaction or activity that places Neverless or affiliates in violation of such Sanctions; and
  21. you represent and warrant that you are not a politically exposed person ('PEP') as defined by applicable law. To the extent you are or become a PEP in the future while you hold your Account at Neverless, you represent and warrant that you will immediately notify Neverless and subject yourself to any due diligence measures deemed appropriate by Neverless.
8. Any foul or abusive language, physical violence, threatening behaviour, or other inappropriate conduct directed toward Neverless, or its respective officers, employees, contractors, or clients, will not be tolerated. If you engage in any such behaviour, as determined by Neverless in its sole discretion, you agree that Neverless is authorised to:
  1. liquidate any asset in your Account;
  2. send you the converted proceeds, and
  3. close your Account. Neverless will not be responsible for any losses caused by the liquidation of financial instruments or other property pursuant to this paragraph, including any tax liabilities.
9. If you attempt to access your Account from a jurisdiction subject to certain legal Sanctions (including U.S. sanctions) or you are otherwise resident in such a jurisdiction, or if Neverless reasonably believes that you are attempting such access or have become a resident in such a jurisdiction, Neverless may restrict your Account and any pending orders may be cancelled. If this happens, you should initiate a support request through the methods set forth in Section 28; you may be asked to provide supplemental information as part of this process. You must close your Account before establishing residency in any jurisdiction subject to legal Sanctions.
Taxes
1. By accepting this Agreement, you provide consent to us for collecting, storing, processing and disclosing, directly or indirectly, any relevant information, as required under the applicable laws. This consent covers involving third-party service providers that we engage from time to time.
2. You agree to receive all confirmations and Account statements, as well as any tax-related documents, in electronic format via the Platform. You have sole responsibility for complying with any applicable law and the management of your tax affairs. You confirm that you have been and are compliant with all tax declaration and reporting obligations relating to the investments, or money held in your Account and any income or gains they produce.
3. The value to you, and the effects on you, of some of the Services may depend on your tax status and you should seek tax advice to ensure the services are appropriate. Neverless will not provide you with that advice.
4. In some jurisdictions, depending upon your holdings, Neverless may be required to pass information about you and your investments to tax authorities. Neverless may also be required to report any income and deduct withholding taxes from any income paid or passed on to you.
5. You authorise Neverless to provide any tax-related documents to any withholding agent that has control, receipt, or custody of the income of which you are the beneficial owner or any withholding agent that can disburse or make payments of the income of which you are the beneficial owner.
Limitation of Liability; Your Liability to Us
1. Neverless and its affiliates do not exclude or limit their liability to you where it would be unlawful to do so. This includes liability for fraud or fraudulent misrepresentation. Further, the limitation of liability is subject to any obligations we have under applicable law and regulation.
2. Neverless and its affiliates will not be liable for any loss or damage that you suffer as a result of their breach of this Agreement or failure to use reasonable care and skill, if that loss or damage is not reasonably foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the Agreement was made, Neverless and you knew it might happen. Neverless and its affiliates will not be responsible for any loss or damage that is not reasonably foreseeable.
3. Neverless and its affiliates will not be liable for business losses. The Services are provided for individual private use only. Neverless and its affiliates will not be liable for any loss of profit, loss of business, business interruption, or loss of business opportunity.
4. Neither Neverless, its affiliates and service providers, nor any of their respective officers, directors, agents, joint venture partners, employees or representatives, will be liable for any amount larger than the value of the investments in your Account at the time of the breach by Neverless giving rise to your claim. Where we are considering a specific claim relating to a specific order or transaction this sum shall be further limited to the amount of the order or transaction in dispute.
5. If an incident is not attributable to Neverless, we shall not be liable to you for the loss of your crypto-assets or of the means to access to your crypto-assets that may occur due to such incident. Incidents not attributable to us include any event in respect of which we demonstrate that it occurred independently of the provision of our Services, or independently of our operations, such as a problem inherent in the operation of the distributed ledger that we do not control, or where such loss was due to your fraud, willful misconduct, or negligence.
6. Subject to Section 13.1, Neverless and its affiliates are not responsible for any loss or damage arising as a result of or in connection with:
  1. market movements between the time that an instruction is received from you and the time it is executed, or market movements that occur after your order is executed;
  2. any event outside Neverless’s reasonable control, including disruption to or unavailability of the Services caused by disruption to any market, communications network, or information technology;
  3. performance or non-performance by any exchange, market data provider, execution venue, partner, or other third party, or any of their respective partners or affiliates, of any of their obligations relative to any financial instrument;
  4. when Neverless or an affiliate is acting as an introducer, marketer, or promoter of a product, feature, service, or programme, any matters arising from any introduction, marketing, promotion, or referral in connection with the product, feature, service, or programme;
  5. any non-compliance by you with any of the terms and conditions of this Agreement;
  6. any third-party actions related to your receipt and use of any information, Third Party Information (as defined below), market analysis, other third-party content, or other such information obtained on the Platform or otherwise through the Services;
  7. any third-party actions related to your use of the Services;
  8. any loss resulting from a network failure of a crypto-assets’ cryptographic protocol;
  9. your or your representative’s misrepresentation or alleged misrepresentation, or act or omission; or
  10. following your or your representative’s directions or instructions, failing to follow your or your agent’s unlawful or unreasonable directions or instructions, or failing to follow you or your representative’s orders with respect to your Account when your Account has been subject to an attachment or sequestration in any legal proceeding against you (in which case Neverless and its affiliates will be under no obligation to contest the validity of any such attachment or sequestration).
7. The Services are provided on an 'as is' and 'as available' basis, with no further promises made by us around availability of the Services. To the maximum extent permitted by applicable law, we specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose and/or non-infringement. In the event of any such interruptions or failures in service, you agree to minimise any losses you may suffer and avoid taking unreasonable steps which may increase your losses. From time to time, Neverless may offer new 'beta' features or tools with which its users may experiment. Such features or tools are offered solely for experimental purposes and without any warranty of any kind, and may be modified or discontinued at Neverless’s sole discretion. The provisions of this section apply with full force to such features or tools.
8. You agree to the use of automated systems in conjunction with your Account, including automated order entry and execution, record keeping, reporting and account reconciliation, and risk management systems (collectively, 'Automated Systems'). The use of Automated Systems entails risks that could cause substantial damage or expense to you, such as interruption or delays of service, errors or omissions in the information provided, system failure, and errors in the design or functioning of such Automated Systems.
9. Any materials, information, view, opinion, projection or estimate presented via the Platform is made available by Neverless 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 Platform.
10. You shall be liable to Neverless to the extent that:
  1. Neverless suffer foreseeable losses resulting from your breach of this Agreement; or
  2. Neverless suffer losses in respect of which they are permitted to make a claim against you under applicable law, this Agreement, or any other agreement between you, Neverless and/or an affiliate.
This includes any fees, liabilities, costs and expenses that Neverless incurs or suffers as a result of your breach, including reasonable legal fees.
1. If you authorise or allow third parties to gain access to or use the Services provided by Neverless or its affiliates, including your Account, you will be responsible for any losses or damage that results from such access or use, including any losses or damage that may arise out of claims or suits by third parties brought against Neverless or its affiliates based upon or relating to such access and use.
2. The provisions of this Section 13 will continue to apply even if Neverless stops supplying you with the Services.
Restrictions on Use of Services; Termination of Services
1. Neverless may, in its sole discretion and without prior notice to you, prohibit or restrict your access to the Services, including access to your Account. Neverless may at any time, in its sole discretion and without prior notice to you:
  1. prohibit or restrict your access to the use of the Services, access to the Platform or related services, and ability to trade and to deposit and withdraw funds;
  2. refuse to accept any of your orders;
  3. refuse to execute any of your orders; or
  4. terminate your Account pursuant to Section 16.
2. The closing of your Account will not affect the rights or obligations of either party incurred prior to the date your Account is closed. Neverless may restrict your Account from withdrawals or trading for, but not limited to, the following reasons: if there is a reasonable suspicion of fraud, diminished capacity, or inappropriate activity, or if Neverless receives reasonable notice that ownership of some or all of the assets in your Account are in dispute. Neverless shall not be liable for any loss that you may incur due to Neverless’s refusal to permit any deposit, withdrawal or transaction.
3. Neverless 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.
4. Neverless might be required to freeze, block, or terminate the Services and/or your Account without telling you in advance. Neverless will do this if it believes that there is a security or regulatory risk, you have breached the Agreement, we are required to do so by applicable law or by a regulator, and/or there is an application, order, resolution or another announcement in relation to a winding up/bankruptcy in which you are involved.
Events of Default
1. For purposes of this Agreement, each of the following will be an 'Event of Default':
  1. you fail to pay us within seven days, any fees, charges, and/or liabilities on your Account, where we have requested such payments;
  2. you enter into bankruptcy, whether compulsorily or voluntarily, or similar proceedings, or a procedure is commenced against you seeking or proposing bankruptcy or similar proceedings, or you are generally unable to pay your debts as they become due (or you confirm so in writing);
  3. we consider it reasonably necessary to prevent what we reasonably consider to be or might be a violation of any applicable law; and/or
  4. you commit a material breach of this Agreement and (i) if that breach is capable of remedy (as determined Neverless in its sole discretion, acting in good faith), fail to remedy this within seven days of receiving notification of material breach, or (ii) the relevant material breach is not capable of remedy (as determined by Neverless in its sole discretion, acting in good faith), in which case the material breach will be an immediate Event of Default.
2. In the Event of Default, Neverless will be entitled to terminate this Agreement pursuant to Section 16 and treat any or all outstanding transactions between you and Neverless as having been cancelled or terminated. In the Event of Default, Neverless shall have all rights and remedies available to a creditor under all applicable law, in addition to the rights and remedies provided herein.
Termination; Events of Default; Account Closure
1. You are entitled to terminate this Agreement and close your Account, after paying any obligations owed, by giving written notice. If you wish to terminate your Account, please send a request to do so by contacting us through methods identified in Section 28.
2. Without prejudice to Neverless’s rights under the Agreement to cease providing the Services or block access to your Account, Neverless may terminate this Agreement, or close, deactivate, or block access to your Account at any time in its sole discretion without prior notice. Neverless reserves the right, at our sole discretion, to execute or reject any pending order or instruction following any such notice to terminate. In either case, you should note that, although no penalty will be payable by you to Neverless, you will remain liable to meet all obligations you owe to Neverless, whether arising before or after termination, including those which may accrue under transactions initiated prior to the date of receipt by Neverless of your notice and which are to be completed thereafter. You will further be liable to pay the amount outstanding at the date of termination in respect of all interest and charges.
3. Neverless may terminate this Agreement without notice:
  1. if there is an Event of Default;
  2. there is a real risk of harm or loss to Neverless if the Agreement continues (for instance, in cases of fraud or violation of Sanctions);
  3. where required by law or by a regulator;
  4. you are reasonably suspected of having committed a crime; or
  5. where, acting reasonably, Neverless consider immediate termination is required to fulfil its legal or regulatory obligations.
4. If your Account has been terminated for whatever reason, Neverless may (unless prohibited from doing so by applicable law):
  1. close out all or any of your open positions at current market prices;
  2. arrange for any assets in your Account to be liquidated at current market prices, and, by entering into this Agreement, you authorise Neverless to do so in the event of a termination, or arrange for any crypto-assets held in your Account to be returned to you pursuant to Send Transactions;
  3. deduct all applicable fees, costs, expenses, taxes, and other deductibles related to the liquidation of your investments or any transaction carried on after termination under this Section; and
  4. arrange for any remaining balances to be transferred via one of your withdrawal methods (each event described above, an 'Account Closure Transaction').
5. With respect to any crypto-assets in your Account, in the event Neverless reasonably determines your Account balance is insufficient to cover the costs and fees associated with an Account Closure Transaction (such account balance, a “Dust Balance”), you agree to forfeit any such Dust Balance without compensation. These balances shall no longer be visible, accessible, or recoverable. You further agree that Neverless will not have any responsibility or liability for any losses, unrealised gains, damages, expenses, or other harm that you may incur in connection with such forfeiture.
Remedies
1. No failure to exercise or delay in exercising any right or remedy under this Agreement will constitute a waiver of such right or remedy, and no single or partial exercise of any right or remedy under this Agreement will preclude or restrict any further exercise of such right or remedy. The rights and remedies contained in this Agreement are cumulative and not exclusive of any rights and remedies provided by law.
2. The exercise of any right or remedy under this Agreement will not preclude Neverless from exercising that right or remedy again (or in full if it was previously only exercised in part) or from exercising any other right or remedy Neverless has under this Agreement, or any other agreement in place between you and Neverless, or otherwise. Neverless’s rights and remedies under this Agreement are not exclusive of any provided by law or otherwise.
Electronic Communication Recordings
1. Neverless may record, monitor, and retain any forms of electronic communications with you. You are advised that recordings of communications may be used as evidence in the event of a dispute or upon request by the relevant regulatory authorities. You agree to accept these as evidence of your orders, instructions, or any other conversations which are relevant to those orders or instructions, or the ongoing provision of services. Neverless may use recordings or transcripts of recordings for any purpose which it deems desirable, to the extent permitted by applicable law. Any personal data contained within the recordings or transcripts may be used as permitted under the Privacy Policy.
Communications; Consent to Electronic Delivery
1. This Agreement with you and all Communications will be in English. Any translation of this Agreement or Communications is provided for your convenience only and may not accurately represent the information in the original English. In the event of any inconsistency, the English language version of this Agreement or Communication, as applicable, shall prevail. 'Communications' means any and all communications, notices, disclosures, and other materials related to your Account or this Agreement, including account statements, trade confirmations, tax-related documents, notices, legal disclosures, regulatory communications, and other information, documents, data and records regarding your Account, this Agreement (including any amendments), and the Services, whether provided by Neverless or an affiliate. By agreeing and accepting the terms of this Agreement, you confirm that you have knowledge of the English language which is sufficient for you to be able to use the Neverless Platform, fully understand the terms of the Agreement and any other documents that form the Agreement between us as well as any other information and materials sent by Neverless or made available to you by Neverless.
2. You agree to the electronic delivery of Communications:
  1. By agreeing to electronic delivery, you are providing your informed consent to electronic delivery of all Communications.
  2. Your consent to receive electronic delivery of Communications will be effective immediately and will remain in effect unless you revoke it. Any Communication received prior to processing of a revocation shall continue to be valid and effective.
  3. In order to receive electronic deliveries, you must have access to a computer or mobile device with internet access, a valid email address, and the ability to download such applications as Neverless may specify and to which you have access.
  4. By entering into this Agreement, you agree (i) to all conditions outlined above with respect to electronic delivery of any Communication, and (ii) that you have carefully read the above information regarding informed consent to electronic delivery.
3. The primary methods of communicating about your Account include:
  1. posting on the website or providing information via the App (including any alerts that a Communication has been posted to the Platform and is available for viewing);
  2. sending emails to your email address of record; or
  3. to the extent required by applicable law, providing you with notice(s) that will direct you to the Platform.
4. Unless otherwise required by applicable law, Neverless and its affiliates reserve the right to post Communications on the Platform without providing notice to you. Further, Neverless and its affiliates reserve the right to send Communications to your postal or email address of record or via the App or website. You agree that all Communications provided to you in any of the foregoing manners is considered delivered to you personally when sent or posted on the Platform, whether you receive it or not.
5. All email notifications regarding Communications will be sent to your email address of record. You agree to maintain the email address you have provided to Neverless until you provide a new one, and you agree to immediately notify Neverless of a change in your email address. Email messages may fail to transmit promptly or properly, including being delivered to a spam folder. It is your sole responsibility to ensure that any email from Neverless or its affiliates are not marked as spam. Regardless of whether or not you receive an email notification, you agree to check the Platform regularly to avoid missing any information, including time-sensitive or otherwise important communication.
6. The Internet is not a secure network, and communications transmitted over the Internet may be accessed by unauthorised or unintended third parties. You agree that you will not send any confidential information, including Account username or passcode, in any unencrypted emails. You also agree to hold Neverless and its affiliates, and their respective officers and employees harmless for any such access provided that Neverless or its affiliates are not in any way responsible for providing.
7. You expressly consent and agree that we may provide certain information to you by way of a durable medium other than paper (such as within the App).
8. You expressly consent and agree that we may provide certain information not personally addressed to you by way of our website or such other website as you are notified of by us from time-to-time.
Assignment
1. Neverless may, at any time, assign, or transfer any of its rights or obligations under this Agreement and all or any of the functions under this Agreement to a third party to the extent permitted by applicable law.
2. If you object to any assignment made under this Section, you may terminate this Agreement with immediate effect by providing Neverless with written notice.
3. This Agreement shall bind your heirs, assigns, executors, successors, and legal representatives. You may not assign this Agreement or any rights or obligations under this Agreement without first obtaining Neverless’s prior written consent.
Amendment
1. Neverless may from time to time change or supplement this Agreement at any time by notifying you that the revised Agreement has been posted on the Platform or by providing a copy of it to you. Notice of a change to this Agreement that will have immediate effect and you will be deemed to accept and agree to the changes if you continue to use the Services. Your continued access and/or use of the Services shall constitute an affirmative acknowledgement by you of the amendments and shall be deemed to be your acceptance of the revised Agreement. If you do not agree with any such modification, you should close your Account and cease using the Services before the notice period expires.
2. Copies of the most up-to-date version of the Agreement, as well as historic versions, will be made available on the Platform at all times.
Marketing and Promotional Programmes
1. You understand all promotions which Neverless offers will have specific terms and conditions which apply to that promotion. Neverless can change, or stop providing a promotion, in accordance with the terms and conditions of that promotion. Further, you understand that any such promotions may have significant limitations on eligibility or rewards.
Third Party Information; Educational Content
1. Neverless or its affiliates may make available certain content or information which may include market prices for financial instruments or crypto-assets, quotes from Market Actors, news, articles, commentary, research, links to outside websites, and other information accessible through the Platform (collectively, 'Third Party Information'). Third Party Information may be prepared by third parties and independent external providers not affiliated with Neverless or any affiliates. If Third Party Information is provided or made available to you, this does not grant you any rights over or in the Third Party Information. You may not and agree that you will not distribute, reproduce, sell, or otherwise commercially use the Third Party Information in any manner. Neverless may terminate your access to the Third Party Information at any time.
2. Third Party Information, including any pricing and other market information that Neverless makes available, may appear and be used with a time delay. Third Party Information is provided or made available on an 'as is' and on an 'as available' basis and should not be considered as any form of advice or recommendation for you or your Account. Your use of any Third Party Information is at your own risk. We do not make any warranty of any kind, express or implied, regarding the Third Party Information or the accuracy, completeness, timeliness, or otherwise of the Third Party Information.
3. Any views expressed in Third Party Information are not the views of Neverless and its affiliates. Neverless and its affiliates are not responsible for any third-party website or anything contained on or connected with any third-party website.
4. Neverless may choose to provide you with educational content about financial instruments and crypto-assets. The topics covered may include general insights and research, and educational materials. This information is not tailored to individual users and is not provided based on your specific financial, investment, tax, legal or educational circumstances or needs. This information is not, is not intended to be and should not be considered financial, investment, tax, legal or trading advice or a recommendation of any kind.
Force Majeure
1. Neverless will not be liable for any losses you may suffer directly or indirectly because of or resulting directly or indirectly from anything beyond Neverless’s reasonable control to prevent, including, without limitation, war, insurrection, riots, civil or military conflict, sabotage, acts of terrorism, labour unrest, strike, lock-out, earthquakes, hurricanes, fire, water damage, acts of God, accident, explosion, mechanical breakdown, failure of interconnecting and operating systems, computer viruses, cyber attack, forces of nature, disease, epidemics or pandemics, labour disputes, and armed conflicts, computer or system failure, failure or malfunction of equipment, communications, or media, interruption of power supplies, any change of law, currency restrictions, devaluations and exchange rate fluctuations, market conditions or infrastructure affecting the execution or settlement of transactions or the value of assets, or the failure of a relevant exchange, counterparty, clearing house, broker, banker or custodian to perform for any reason.
Governing Law and Dispute Resolution
1. The construction, validity, and performance of this Agreement, as well as any rights, obligations, claims, or disputes arising from it, shall be governed in all respects by the laws of Spain, without recourse to conflict of laws rules, regardless of the venue or jurisdiction in which a dispute arises. Legal action under the terms of this Agreement shall solely be brought in the courts of Spain.
Event of Death
1. It is agreed that in the event of your death, the representative of your estate shall, within a reasonable timeframe, give Neverless written notice of your death, and Neverless may, before or after receiving such notice, take such proceedings, require such papers and inheritance or estate tax waivers, retain such portion of, or restrict transactions in your Account as Neverless may deem advisable to protect themselves, respectively, against any tax, liability, penalty or loss under any present or future laws or otherwise. Notwithstanding the above, in the event of your death, all open orders shall be cancelled, but Neverless shall not be responsible for any action taken on such orders prior to the actual receipt of notice of death. Further, Neverless may in its own discretion close out your Account in accordance with the terms of this Agreement without awaiting the appointment of a personal representative for your estate and without demand upon or notice to any such personal representative. Your estate shall be liable for any net debit balance or loss in your Account in any way resulting from the completion of transactions initiated prior to the receipt by Neverless of the written notice of the death of the decedent or incurred in the liquidation of the Account and for all other obligations pursuant to this Agreement. Such notice shall not affect Neverless’s rights under this Agreement to take any action that they could have taken if you had not died.
Inactive and Dormant Accounts
1. If your Account is inactive or dormant for more than 2 years, you understand and acknowledge that Neverless shall have the right to unilaterally terminate this Agreement and close your Account following the provisions set forth in Section 16.
Client Feedback; Client Service
1. If you have any feedback or questions, please contact us directly at care@neverless.com.
Miscellaneous
1. The heading of each provision in this Agreement is for descriptive purposes only and will not be (1) deemed to modify or qualify any of the rights or obligations set forth herein or (2) used to construe or interpret any of the provisions of this Agreement. Whenever the words 'include', 'includes' or 'including' are used in this Agreement, they will be deemed to be followed by the words 'without limitation.' When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement unless otherwise indicated. The word 'or,' when used in this Agreement, has the inclusive meaning represented by the phrase 'and/or.' Unless the context of this Agreement otherwise requires, words using the singular or plural number also include the plural or singular number, respectively. References to any law shall be deemed to refer to such law as amended from time to time and to any rules or regulations promulgated thereunder. Any references to 'days' in this Agreement are calendar days unless indicated otherwise.
2. If any provisions or conditions of this Agreement are or become inconsistent with any present or future law, rule, or regulation of any applicable government, regulatory or selfregulatory agency or body, or are deemed invalid or unenforceable by any court of competent jurisdiction, such provisions shall be deemed rescinded or modified, to the extent permitted by applicable law, to make this Agreement in compliance with such law, rule or regulation, or to be valid and enforceable, but in all other respects, this Agreement shall continue in full force and effect.
3. Neverless’s failure to insist at any time upon strict compliance with any term contained in this Agreement, or any delay or failure on such entities’ parts to exercise any power or right given to them in this Agreement, or a continued course of such conduct on either of these entities’ parts, shall at no time operate as a waiver of such power or right, nor shall any single or partial exercise preclude any other further exercise. All rights and remedies given to Neverless in this Agreement are cumulative and not exclusive of any other rights or remedies to which either or both such entities are entitled.
4. Neither the website nor the App shall be considered a solicitation for or offering of any investment product, investment or ancillary service, to any person in any jurisdiction where such solicitation or offering would be illegal.

Schedule A: Reception and Execution of Orders for Crypto-Assets

This Schedule A to the Agreement sets out the specific terms that will apply to you when you trade crypto-assets on the Platform. The terms in this Schedule A apply to you in addition to the general terms and conditions set forth in the Agreement. Capitalised words in this Schedule A will have the same meaning which are given to those words in the Agreement. If a term of this Schedule A conflicts with or differs from a term in the Agreement, this Schedule A will apply.

Reception and Execution of Orders for Crypto-Assets
1. As part of our Services, you can buy and sell crypto-assets through the Platform. The crypto-assets we offer for trading may change from time to time. You can see the current list of crypto-assets available to trade on the Platform.
2. Your orders to buy or sell crypto-assets which you place with us may be executed by Neverless as a broker using a liquidity provider or market-maker which is not considered as a trading platform under MiCA Regulation. Such method of order execution is known as ‘execution outside a trading platform’ and it may expose you to heightened market risks, including liquidity risk, volatility risk, and increased slippage risk. BY ACCEPTING THE TERMS OF THIS AGREEMENT, YOU CONSENT TO THE EXECUTION OF YOUR ORDERS OUTSIDE A TRADING PLATFORM, AS DESCRIBED IN THIS CLAUSE.
3. Neverless may in its sole discretion terminate support for any particular crypto-asset. If you do not sell such crypto-asset before Neverless terminates its support for such cryptoasset, then Neverless may, in its discretion, arrange for any such crypto-assets held in your Account to be liquidated at current market prices and arrange for any proceeds, minus transaction costs for such liquidation to be transferred via one of your withdrawal methods.
4. You acknowledge and understand that there are substantial risks involved in trading and holding crypto-assets. By using the Services to trade crypto-assets, you agree you have read and understand crypto-asset risk disclosures set forth in our website.
Order Handling
1. You may give Neverless instructions to enter into a contract to buy or sell crypto-assets by electronic means using the Platform. You are responsible for all orders entered on the Platform, where the platform has been accessed using your phone number and passcode, except in cases of Neverless’s negligence, fraud, or willful default, or where Neverless is responsible under applicable law.
2. Neverless allows the following types of crypto-assets orders to be placed on the Platform:
  1. Market: An order to buy or sell a crypto-assets immediately at the price currently quoted in the mobile application for a given quantity.
  2. Limit: An order to buy or sell a crypto-asset when the firm quotes provided by Neverless match the client’s desired price. The exchange is subject to the condition that the firm quotes provided by Neverless match the client’s desired price.
  3. Stop: An order that becomes a market instruction once the market mid price reaches the specified stop price. A stop instruction is typically used to limit losses. The exchange is subject to the condition that the mid price quotes provided by Neverless match the client’s desired stop price.
  4. Scheduled: An order to perform an exchange at a fixed time in the future or at a recurring cadence (e.g. daily, weekly, monthly) using the firm quote made by the company at that time.
3. We may, in our reasonable discretion, refuse to accept any order or instruction from you or we may accept your order subject to certain conditions or we may, acting reasonably, refuse to proceed with an order that we have accepted (including but not limited to situations where we are unable to execute your order due to restrictions with our executing brokers or other third parties, trading venues or due to unusual market conditions). If we do this, we will make all reasonable efforts to facilitate sales and notify you in writing unless we are prevented from doing so by law.
4. Orders may be executed after acceptance by us. In some situations, we may provide a partial fill of an order as an alternative to outright rejection. If an order can only be executed partially due to various reasons or applicable limits, we are authorised but not obliged to execute that part of the transaction.
5. By placing an order for the purchase of crypto-assets, you agree that you will have sufficient funds in your Account on the date when you are required to make the payment to settle the transaction. When you place an order, we shall exercise our best efforts to calculate the maximum amount of Available Funds that you can spend on this order and add a reasonable percentage above the current market price to cover market price changes ('Total Order Blocked Funds'). The Total Order Blocked Funds will be blocked and will not form part of Available Funds. Upon execution of the relevant Order any residual funds of the Total Order Blocked Funds will be returned to your Available Funds. We shall not accept an order even if there are not sufficient funds at the point of placing, and it is your sole responsibility to make sure that you have sufficient Available Funds in your Account to cover the Total Order Blocked Funds.
6. You acknowledge and accept that there may be a delay in the execution of an order because all orders are executed strictly by reference to time of receipt.
7. You acknowledge and accept that:
  1. we do not guarantee a fixed price for execution, except for Limit Orders;
  2. for each Transaction, you shall receive a quote from the Platform. The quote shall only be valid until replaced by a new one, which shall happen automatically on the Platform;
  3. all quotes displayed on our Platform are only indicative; and
  4. due to price movement, the actual execution price may differ.
8. You can place an Order as long as the value of the order does not exceed Available Funds in your account. Regardless of this, you can still end up with a negative balance on your Account in cases of sudden market volatility, where the price would drastically change between the time of placing the order and its execution. This is commonly referred to as 'Order slippage'. Should such a change occur, and your obligation to settle exceeds your Available Funds, you will remain liable to settle the transaction in full. If a transaction will result in a negative balance in your Account, you instruct us to attempt to sell the part of your position that results in a negative balance to prevent a negative balance on your Account — we will do this on a best-effort basis.
9. When you place a buy order, we will use the assets to be invested to cover both the price of the crypto-assets(s).
10. You accept that some crypto-assets have small market capitalisation and are highly illiquid, which may cause delays in executing orders in such crypto-assets. In these circumstances, you agree that we will process your order as soon as is reasonably possible. We will not be liable for any financial losses, perceived or actual, that you may suffer as a result of these delays.
11. We may temporarily or permanently, at any time and at our sole reasonable discretion, place restrictions and other limits on the minimum and/or maximum size of any order or position in any crypto-asset. Such limits will be imposed as a result of considerations including, but not limited to, market conditions and/or an assessment of our risk and/or compliance departments. In such an event, we will exercise our best efforts to inform you as quickly as possible by email or through our Platform. Nevertheless, it is your responsibility to monitor your Account and be informed about the current size limits imposed on orders that you may want to execute.
12. When a trade order is entered, the notional asset of the purchase will be deducted from the available balance in your Account along with any associated fees for such order, if applicable. Deducted value may be returned to your Account if the order expires, is cancelled, or the executed value is less than the amount deducted.
13. If you do not understand the order types and limitations applicable to the Platform and your Account, please request further assistance, or take independent advice. Please do not place any orders if you do not understand these order types and limitations.
14. You understand that all orders for the purchase of crypto-assets given for your Account will be executed in reliance on your promise that an actual purchase is intended, and that Neverless reserves the right to require full payment in cleared funds prior to the acceptance of any order. You understand that you are not permitted to place a crypto-assets buy order with Neverless, unless you have enough assets available in your Account to satisfy your order.
15. You agree that it is your responsibility to cancel any order that you do not want to be filled. You understand that you may not be able to cancel an order prior to its filling, that an order cannot be cancelled or reversed once it is filled, and that Neverless is not liable to you for the completion of an order after you have submitted a cancellation request. You acknowledge and agree that, as a result of the fact that transactions in crypto-assets are not reversible once they have been initiated and due to the fluctuating nature of prices of crypto-assets, you will not have any right of withdrawal from a crypto-asset order once that order has been executed on the Platform, whether under this Agreement, or under law or regulation.
16. You understand that any order for crypto-asset placed through the Services that is subsequently filled will result in your Account being promptly credited the amount of such crypto-asset. You understand you can view your balance of crypto-assets in your Account on the Platform.
17. You agree and understand that Neverless does not guarantee that any order that you place will be filled. You agree that Neverless will have no obligation to execute a trade order that conflicts with applicable law or this Agreement. You further agree and understand that Neverless reserves the right to cancel any order or part of an order if such order was placed during a scheduled or unscheduled Neverless downtime or is nonmarketable. Further, you understand that Neverless may implement certain risk controls to assist in minimising adverse market impact. This may result in your order being queued and/or cancelled.
18. You understand that the method, counterparty, liquidity provider or market-maker used for the execution of any order that you place shall be determined by Neverless in its sole good faith discretion.
19. The Platform contains further information regarding order types and limitations, which you agree to read and understand before placing orders.
Fees and Costs
1. Please refer to Section 7 of the Agreement for more information on fees and costs which apply to all transactions on the Platform.
2. If you sell crypto-assets, the consideration for the transaction, less commission and all applicable charges and taxes, will be available on your Account for reinvestment or to withdraw it from your Account once the transaction has settled.
Limitation of Liability
1. Please refer to Section 13 of the Agreement for information on the general limitations of liability when you use our Services to trade crypto-assets.
Risks
1. You acknowledge and agree that trading, holding, and investing in crypto-assets involves significant risk and may result in substantial financial losses. Trading crypto-assets is not suitable for all investors and should only be undertaken by those who fully understand the nature of the products and the extent of their exposure to risk.

Schedule B: Passive Rewards

This Schedule B to the Agreement sets out the specific terms that apply to you when you use the Neverless Strategies service, and other crypto-asset reward services (“Passive Rewards”) on the Platform. The terms in this Schedule B apply in addition to the general terms and conditions set forth in the Agreement. Capitalised words in this Schedule B will have the same meaning as given to them in the Agreement. If a term of this Schedule B conflicts with or differs from a term in the Agreement, this Schedule B will apply.

Passive Rewards Account
1. As part of our Services, your eligible crypto-assets receive Passive Rewards, a service through which Neverless may automatically place some or all of your eligible crypto-assets with third-party entities, platforms, protocols or other similar undertakings for the purpose of generating rewards. By holding such eligible crypto-assets in our Platform, you agree to be bound by the terms of this Schedule B.
2. To receive Passive Rewards you must have an Account in good standing, have completed identity verification, and hold a minimum balance of eligible crypto-assets as published on the Platform.
Neverless Strategies Account
1. Neverless Strategies Account is an account Neverless provides to you on its Platform to which you can transfer your eligible crypto-assets for the purpose of generating rewards.
Rewards
1. Not all crypto-assets are eligible for Passive Rewards. The current list of eligible crypto-assets is published on the Platform and is subject to change at any time. Neverless may add or remove eligible crypto-assets at any time.
2. Neverless will credit rewards to your Passive Rewards Account or Neverless Strategies Account in accordance with the reward rate published on the Platform. Rewards will compound and we will aim to pay them on a daily basis. Unless you withdraw your eligible crypto-assets from the Platform or withdraw out of your Neverless Strategies Account, rewards earned will be reinvested automatically.
3. The reward rate is variable and is determined by Neverless based on various considerations including market conditions, demand and supply of particular crypto-assets, and the returns generated by third-party platforms and protocols. Neverless does not guarantee any particular reward rate.
4. Rewards are not guaranteed. Neverless does not promise that you will earn any rewards, and the reward rate may be reduced to zero in certain circumstances, including where the costs associated with placing crypto-assets with third-party platforms and protocols exceed the returns generated.
5. Rewards will accrue from the day after the eligible crypto-assets are transferred into your Passive Rewards Account or Neverless Strategies Account. You will not receive rewards on any eligible crypto-assets that are withdrawn on the day of withdrawal.
Withdrawals
1. You may request a withdrawal of crypto-assets from your Passive Rewards Account or Neverless Strategies Account at any time by withdrawing from your Neverless Strategies Account or by withdrawing your eligible crypto-assets from the Platform. Once you submit a withdrawal request, your crypto-assets will be returned promptly. For large amounts, this may take up to 7 days or longer as may be required by operational considerations.
2. Early withdrawal from Neverless Strategies Account may be subject to fees. Any applicable fees will be disclosed in the Pricing Schedule available on our website.
3. Neverless may, in its sole discretion, decline or delay withdrawal requests for reasons including but not limited to compliance requirements, liquidity concerns, regulatory obligations, or operational constraints.
Consent to Use of Crypto-assets
1. You explicitly authorise Neverless, as intermediary and on your behalf, to place, lend, pledge, re-pledge, hypothecate, rehypothecate, invest, or otherwise transfer crypto-assets that are held in your Passive Rewards Account or Neverless Strategies Account to third-party platforms and protocols, in whole or in part, in order to generate rewards for you and facilitate instant execution of your exchange orders. Neverless may commingle your crypto-assets with those of other users when placing them with third-party platforms and protocols.
2. You acknowledge and agree that:
  1. during the period your crypto-assets are placed with third-party platforms and protocols, you may not be able to exercise all ownership rights over them;
  2. if a third-party platform or protocol fails to honour its obligations to Neverless, you may not be able to recover your crypto-assets; and
  3. Neverless may receive compensation from third-party platforms and protocols in administering your crypto-assets, to which you have no claim.
  4. your Passive Rewards Account and Neverless Strategies Account are not current, checking, savings or other forms of bank accounts, and are not covered by insurance against losses. Neverless is not a deposit taking institution.
Risks
1. Neverless Passive Rewards Account and Neverless Strategies Account are not investment programmes. Your rewards are generated through the placement of your eligible crypto-assets with third-party platforms and protocols and are not guaranteed. You acknowledge and accept that:
  1. Third-party platform risk. Neverless places your crypto-assets with third-party platforms and protocols over which it has no control. If a third party suffers a breach, insolvency, or otherwise fails to return crypto-assets to Neverless, your crypto-assets may be lost in whole or in part. Neverless cannot guarantee third-party platforms’ and protocols’ performance or continued solvency.
  2. Reward rate risk. The reward rate is variable and may decrease to zero. Past reward rates are not indicative of future rates.
  3. Liquidity risk. You may not be able to access your crypto-assets immediately upon request, particularly where a Minimum Holding Period applies or where Neverless has suspended withdrawals due to extraordinary circumstances.
  4. Regulatory risk. Changes in laws or regulations applicable to Neverless or third-party platforms and protocols may adversely affect Neverless’ ability to offer rewards on your eligible crypto-assets or to return crypto-assets of your Neverless Strategies Account or Passive Rewards Account.
Fees
1. The reward rate displayed on the Platform is net of any potential Neverless’ fee. Please refer to the Pricing Schedule on our website for further details.
Limitation of Liability
1. Please refer to the general limitation of liability provisions in the Agreement. In addition, Neverless shall not be liable for any loss of crypto-assets or rewards arising from the acts or omissions of third-party platforms and protocols, including in the event of insolvency or failure to return crypto-assets to Neverless.

Schedule C: Custody and Administration of Crypto-Assets

This Schedule C to the Agreement sets out the specific terms that will apply to you when you hold your crypto-assets with us. The terms in this Schedule C apply to you in addition to the general terms and conditions set forth in the Agreement. Capitalised words in this Schedule C will have the same meaning which are given to those words in the Agreement. If a term of this Schedule C conflicts with or differs from a term in the Agreement, this Schedule C will apply.

Custody and Administration Services
1. We provide you with custody and administration services for crypto-assets in connection with your use of the Account (“Custody Service”). The Custody Service allows you to securely store your crypto-assets with us once you purchase crypto-assets on the Platform or otherwise receive crypto-assets to your Account.
2. Neverless acts as custodian for the crypto-assets held in your Account. You agree that your crypto-assets may be commingled and treated as fungible with the crypto-assets owned by other Neverless customers.
3. Please refer to Section 16 of the Agreement for more information on return of crypto-assets in the event of termination of your Account. Your crypto-assets can be withdrawn at any time pursuant to a Send Transaction, subject to any limitations set forth in Schedule D or the Agreement.
4. You can view your Account’s balance and manage your crypto-assets at any time via the Platform.
Security Disclosure
1. You understand and acknowledge that Neverless does not own or control the software, protocols, or databases underlying the crypto-asset networks and other digital asset networks and that you make no guarantees regarding the security, functionality, or availability of such networks. In general, the underlying software, protocols, and databases are public and open source and anyone can use, copy, modify, and distribute them. You agree and understand that:
  1. we are not responsible for the operation of the underlying protocols; and
  2. we make no guarantees regarding their security, functionality, or availability.
Fees and Costs
1. Please refer to Section 7 of the Agreement for more information on fees and costs which apply to the Custody Service.
Title and Rights to Crypto-assets
1. Title to crypto-assets in your Account shall at all times remain with you and shall not transfer to Neverless or any affiliate. As the owner of crypto-assets in your Account, you bear all risk of loss of value of such crypto-assets and Neverless shall have no liability for fluctuations in the fiat currency value of crypto-assets held in your Account. You may request Send Transactions of your crypto-assets at any time, subject to the terms provided in Schedule D. The ownership and control of your crypto-assets remain with you, and we are only responsible for holding and securing those crypto-assets on your behalf.
Liability for the Loss of Crypto-Assets under Custody
1. Please refer to Section 13 of the Agreement for information on the general limitations of our liability when you use the Custody Service, and in particular Section 13.5.
Forks
1. You understand and acknowledge that third parties may from time to time create a copy of a crypto-asset network and then implement changes in operating rules or other features (“Forks”) that may result in more than one version (each, a “Forked Network”), and that such Forks may materially affect the value of the crypto-assets or other digital assets you hold. In the event of a Fork, you agree and understand that Neverless may temporarily suspend the Services with respect to trading crypto-assets without advance notice to you while Neverless determines in its sole discretion which Forked Networks to support.
2. You agree and understand that Neverless may determine, in its sole discretion, not to support a Forked Network and that you have no right, claim, or other privilege to any cryptoasset or other digital asset on such unsupported network (“Forked Assets”). You understand and agree that Neverless may, in its sole discretion, determine the approach to such Forked Assets, which approach may include abandoning or otherwise electing not to support such Forked Assets as part of the Services.
3. You acknowledge and accept the risks of operating changes to crypto-asset protocols and agree that Neverless is not responsible for such operating changes and not liable for any loss of value you may experience as a result of such changes in operating rules. You acknowledge and accept that Neverless has sole discretion to determine its response to any operating change and that we have no responsibility to assist you with unsupported crypto-assets or protocols. You further acknowledge and accept that Neverless has no responsibility to support new Forked Networks or operating changes for crypto-assets.

Schedule D: Crypto Transfers Services

This Schedule D to the Agreement sets out the specific terms that will apply to you in case you transfer your crypto-assets to and from external wallets through our Services. The terms in this Schedule D apply to you in addition to the general terms and conditions set forth in the Agreement. Capitalised words in this Schedule D will have the same meaning which are given to those words in the Agreement. If a term of this Schedule D conflicts with or differs from a term in the Agreement, this Schedule D will apply.

Crypto Transfer Services; Crypto Transfer Services Enrolment
1. By enrolling in Crypto Transfer Services, you may transfer crypto-assets from external crypto-asset wallets to your Account (“Receive Transactions” or “Receive”) or from your Account to external crypto-asset wallets (“Send Transactions” or ”Send” and together with Receive Transactions, “Crypto Transfers”).
2. Crypto Transfers are processed 24/7/365, subject to network availability or service disruptions. Neverless does not have a set cut-off time for Crypto Transfers. The execution of the Crypto Transfer depends on the underlying crypto-asset network, as described in Section 4 of this Schedule D.
3. The crypto-assets we offer for Crypto Transfer Services may change from time to time. You can see the current list of crypto-assets available to transfer in our mobile application.
4. You understand enrollment in Crypto Transfer Services may require additional requirements, including enabling multi-factor authentication using a compatible third-party authenticator application (the “Enrollment Requirements”). If your enrollment is deactivated, you understand that you may need to complete the Enrollment Requirements again to enable Send and Receive functionality.
5. Please refer to Schedule C for more information on custody of crypto-assets on the Platform.
6. In the course of a Crypto Transfer, Neverless is obliged to request certain information from you in order to comply with applicable AML/CTF laws (e.g. name and address of originator or beneficiary, wallet address). If you do not provide the requested information or if Neverless considers the information provided to be inadequate/insufficient, Neverless may decline your respective Crypto Transfer request.
Receive Transactions
1. You may request that Neverless provide you a Neverless wallet address (the “Receiving Wallet Address”) to which you may transfer crypto-assets from your external crypto-asset wallet to your Account. Receive Transactions will be credited to your Account subject to internal risk and compliance checks and once the transaction has received the required number network confirmations, which Neverless shall determine in its sole discretion. You understand that the amount of crypto-asset credited to your Account following a Receive Transaction will be net of any network fees you have paid to facilitate the transaction and that, until the crypto-asset has been credited to your Account, it will not be available for use in your Account.
2. You recognize that you are solely responsible for confirming the accuracy of the information required to initiate Receive Transactions, including ensuring that you are transferring supported crypto-asset to your Account, that you have correctly input the Receiving Wallet Address and any memo and/or destination tag (if applicable) for such Receiving Wallet Address, and that the Receive Transaction otherwise conforms to the requirements of the applicable Receiving Wallet Address.
3. You understand that Receive Transactions cannot be reversed once they have been broadcast to the applicable crypto-asset network, and you agree that Neverless will not be liable to you in the event you attempt to transfer unsupported crypto-asset to your Account, input the Receiving Wallet Address incorrectly and/or fail to include the tag, memo and destination (if applicable) for such Receiving Wallet Address, or you attempt to send supported crypto-asset to an incompatible Receiving Wallet Address. You further understand and agree that any erroneously sent, unsupported crypto-asset may be lost to you and that Neverless is not liable to you for such loss, nor has any duty or obligation to attempt to retrieve unsupported crypto-asset on your behalf. Without limiting the foregoing, you understand and agree that Neverless may, in its sole discretion, liquidate any erroneously sent crypto-assets into fiat currency and that Neverless is not liable for any loss incurred for such liquidation.
4. You understand and agree that Neverless, in its sole discretion, may cancel or refuse to process any Receive Transaction that has not been credited to your Account as required by law, regulation, court, or any other regulatory authority to which Neverless is subject. Neverless may also refuse to process a Receive Transaction in the event you fail to provide any required information under Section 1.6 of this Schedule D.
Send Transactions
1. You may initiate Send Transactions executed by Neverless at your direction to an external wallet address (the “Recipient Wallet Address”). You understand that the amount of crypto-asset credited to the Recipient Wallet Address following a Send Transaction will be net of any network fees to facilitate the transaction (as further described in Section 4 of this Schedule D). Send Transactions will be recognised by Neverless, and your Account balance will be updated accordingly, once the transaction has been successfully submitted to the relevant crypto-asset network.
2. You understand and agree that you are solely responsible for confirming the accuracy of the information required to initiate Send Transactions, including ensuring that the Recipient Wallet Address and other required information is correct and that the Recipient Wallet Address supports the crypto-asset you are sending to it.
3. You understand that Send Transactions cannot be reversed once they have been broadcast to the applicable crypto-asset network and that failing to verify the accuracy or compatibility of the Recipient Wallet Address may result in your transaction not being completed or being received by an unintended party. You understand and agree that Neverless will not be liable to you for Send Transactions you direct to an incorrect wallet address and/or you fail to include the tag, memo and destination (if applicable) and that Neverless has no duty or obligation to attempt to retrieve crypto-asset that has been sent to unintended recipients or that was otherwise not received by the Recipient Wallet Address based upon your error.
4. You further understand that Neverless considers Send Transactions complete and final once they have been submitted to the applicable crypto-asset network and therefore Neverless is not liable to you for any delays, failures to process or failures to receive crypto-asset associated with a Send Transaction after it has been successfully submitted.
5. You further understand and acknowledge that Neverless may refuse to process or may cancel pending Send Transactions in its sole discretion, and/or as required by law, regulation, courts or any other regulatory authority to which Neverless is subject, if:
  1. the Recipient Wallet Address, other identifier or mandatory information, if required, entered by you in the order is not valid;
  2. we are obliged to do so under our internal compliance guidelines and procedures or applicable law;
  3. the crypto-assets balance in your Account is insufficient to cover the Send Transaction amount and applicable network fees; or
  4. the Send Transaction would exceed any applicable limits applied to your Account in accordance with Section 6.1 of this Schedule D. Neverless may also refuse to process a Send Transaction in the event you fail to provide any required information under Section 1.6 of this Schedule D.
6. In the case your Send Transaction has been rejected or suspended, Neverless will inform you of the reason, unless prohibited by applicable law.
7. Network fees are generally non-refundable once the Send Transaction is transmitted to the applicable crypto-asset network.
Network Fees
1. Please refer to Section 7 of the Agreement for more information on fees and costs which apply to all transactions on the Platform.
2. Each cryptoasset network may charge network or miner’s fees in order to process Send Transactions and Receive Transactions on the relevant crypto-asset network. In advance of initiating a Send Transaction, Neverless will provide you an estimate of the network fees required for the relevant crypto-asset network to process your transaction within a reasonable amount of time, as determined solely by Neverless (the “Estimated Network Fees”).
3. You understand that the Estimated Network Fees may vary depending on network congestion or other network issues, which are outside of Neverless’ control. You understand that you are responsible for paying the Estimated Network Fees in connection with any Send Transaction. You further understand that you are responsible for paying any network fees associated with Receive Transactions and that the amount credited to your Account following the completion of a Receive Transaction will also be net of any network fees paid to facilitate the transaction.
Network Confirmations
1. You understand and acknowledge that any Crypto Transfer is executed through the relevant crypto-asset network or blockchain protocol, and Neverless does not own or control the software, protocols, or databases underlying such crypto-asset networks. If a crypto-asset network is not operative at the time of the Crypto Transfer, execution is not possible.
2. A Crypto Transfer is deemed executed once the number of block confirmations required by the applicable crypto-asset network for such crypto-asset is reached. The number of confirmations needed vary depending on the applicable network conditions and the specific crypto-asset being transferred. Each crypto-asset network defines the maximum execution times until a Crypto Transfer must be included in a new block confirmation, which are outside of Neverless’ control.
3. You understand that, once a Crypto Transfer is submitted to a crypto-asset network, the transaction will be unconfirmed and remain in a pending state for a period of time sufficient to allow confirmation of the transaction by such crypto-asset network. A Crypto Transfer is not complete while it is in a pending state. Once the Crypto Transfer is visible on an external crypto-asset network, it is final and cannot be undone.
Restrictions and Transaction Limits
1. From time-to-time Neverless may impose limits on the amount of crypto-asset that you may Send or Receive in a single transfer or over the course of a set time period (“Transaction Limits”).
2. You understand that Neverless:
  1. will make best efforts to provide notice of these Transaction Limits via the Platform or other modes of communication, but Neverless has no obligation to directly inform you in advance of imposing any such Transaction Limits or modifications thereto;
  2. may impose specific Transaction Limits upon you in light of restrictions imposed on your Account; and
  3. may do so without prior notice to you. You further understand that you are solely responsible for ensuring that your Account is in good standing prior to seeking to initiate any Send or Receive Transaction.
Limitation of Liability
1. If you have reasons to suspect that there was an unauthorised or incorrectly initiated Crypto Transfer, you need to report this as soon as possible to Neverless. Please refer to Section 10 of the Agreement for more information on your obligations to review all Crypto Transfer confirmations.
2. Please refer to Section 13 of the Agreement for information on the general limitations of liability when you use our Crypto Transfer Services.

Schedule E: Reception and Execution of Orders for Commodities

This Schedule E to the Agreement sets out the specific terms that will apply to you when you trade commodities on the Platform. The terms in this Schedule E apply to you in addition to the general terms and conditions set forth in the Agreement. Capitalised words in this Schedule E will have the same meaning which are given to those words in the Agreement. If a term of this Schedule E conflicts with or differs from a term in the Agreement, this Schedule E will apply.

Reception and Execution of Orders for Commodities
1. As part of our Services, you can buy and sell commodities through the Platform. The commodities we offer for trading may change from time to time. You can see the current list of commodities available to trade on the Platform.
2. Neverless may in its sole discretion terminate support for any particular commodity. If you do not sell such commodity before Neverless terminates its support for such commodity, then Neverless may, in its discretion, arrange for any such commodity held in your Account to be liquidated at current market prices and arrange for any proceeds, minus transaction costs for such liquidation to be transferred via one of your withdrawal methods.
3. You acknowledge and understand that there are substantial risks involved in trading and holding commodities. By using the Services to trade commodities, you agree you have read and understand commodities risk disclosures set forth in our website.
Order Handling
1. You may give Neverless instructions to enter into a contract to buy or sell commodities by electronic means using the Platform. You are responsible for all orders entered on the Platform, where the platform has been accessed using your phone number and passcode, except in cases of Neverless’s negligence, fraud, or willful default, or where Neverless is responsible under applicable law.
2. Neverless allows the following types of commodity orders to be placed on the Platform:
  1. Market: An order to buy or sell a commodity immediately at the price currently quoted in the mobile application for a given quantity.
  2. Limit: An order to buy or sell a commodity when the firm quotes provided by Neverless match the client’s desired price. The exchange is subject to the condition that the firm quotes provided by Neverless match the client’s desired price.
  3. Stop: An order that becomes a market instruction once the market mid price reaches the specified stop price. A stop instruction is typically used to limit losses. The exchange is subject to the condition that the mid price quotes provided by Neverless match the client’s desired stop price.
  4. Scheduled: An order to perform an exchange at a fixed time in the future or at a recurring cadence (e.g. daily, weekly, monthly) using the firm quote made by the company at that time.
3. We may, in our reasonable discretion, refuse to accept any order or instruction from you or we may accept your order subject to certain conditions or we may, acting reasonably, refuse to proceed with an order that we have accepted (including but not limited to situations where we are unable to execute your order due to restrictions with our executing brokers or other third parties, trading venues or due to unusual market conditions). If we do this, we will make all reasonable efforts to facilitate sales and notify you in writing unless we are prevented from doing so by law.
4. Orders may be executed after acceptance by us. In some situations, we may provide a partial fill of an order as an alternative to outright rejection. If an order can only be executed partially due to various reasons or applicable limits, we are authorised but not obliged to execute that part of the transaction.
5. By placing an order for the purchase of commodities, you agree that you will have sufficient funds in your Account on the date when you are required to make the payment to settle the transaction. When you place an order, we shall exercise our best efforts to calculate the maximum amount of Available Funds that you can spend on this order and add a reasonable percentage above the current market price to cover market price changes ('Total Order Blocked Funds'). The Total Order Blocked Funds will be blocked and will not form part of Available Funds. Upon execution of the relevant Order any residual funds of the Total Order Blocked Funds will be returned to your Available Funds. We shall not accept an order even if there are not sufficient funds at the point of placing, and it is your sole responsibility to make sure that you have sufficient Available Funds in your Account to cover the Total Order Blocked Funds.
6. You acknowledge and accept that there may be a delay in the execution of an order because all orders are executed strictly by reference to time of receipt.
7. You acknowledge and accept that:
  1. we do not guarantee a fixed price for execution, except for Limit Orders;
  2. for each Transaction, you shall receive a quote from the Platform. The quote shall only be valid until replaced by a new one, which shall happen automatically on the Platform;
  3. all quotes displayed on our Platform are only indicative; and
  4. due to price movement, the actual execution price may differ.
8. You can place an Order as long as the value of the order does not exceed Available Funds in your account. Regardless of this, you can still end up with a negative balance on your Account in cases of sudden market volatility, where the price would drastically change between the time of placing the order and its execution. This is commonly referred to as 'Order slippage'. Should such a change occur, and your obligation to settle exceeds your Available Funds, you will remain liable to settle the transaction in full. If a transaction will result in a negative balance in your Account, you instruct us to attempt to sell the part of your position that results in a negative balance to prevent a negative balance on your Account — we will do this on a best-effort basis.
9. When you place a buy order, we will use the assets to be invested to cover both the price of the commodity.
10. You accept that some commodities have small market capitalisation and are highly illiquid, which may cause delays in executing orders in such commodities. In these circumstances, you agree that we will process your order as soon as is reasonably possible. We will not be liable for any financial losses, perceived or actual, that you may suffer as a result of these delays.
11. We may temporarily or permanently, at any time and at our sole reasonable discretion, place restrictions and other limits on the minimum and/or maximum size of any order or position in any commodity. Such limits will be imposed as a result of considerations including, but not limited to, market conditions and/or an assessment of our risk and/or compliance departments. In such an event, we will exercise our best efforts to inform you as quickly as possible by email or through our Platform. Nevertheless, it is your responsibility to monitor your Account and be informed about the current size limits imposed on orders that you may want to execute.
12. When a trade order is entered, the notional asset of the purchase will be deducted from the available balance in your Account along with any associated fees for such order, if applicable. Deducted value may be returned to your Account if the order expires, is cancelled, or the executed value is less than the amount deducted.
13. If you do not understand the order types and limitations applicable to the Platform and your Account, please request further assistance, or take independent advice. Please do not place any orders if you do not understand these order types and limitations.
14. You understand that all orders for the purchase of commodities given for your Account will be executed in reliance on your promise that an actual purchase is intended, and that Neverless reserves the right to require full payment in cleared funds prior to the acceptance of any order. You understand that you are not permitted to place a commodities buy order with Neverless, unless you have enough assets available in your Account to satisfy your order.
15. You agree that it is your responsibility to cancel any order that you do not want to be filled. You understand that you may not be able to cancel an order prior to its filling, that an order cannot be cancelled or reversed once it is filled, and that Neverless is not liable to you for the completion of an order after you have submitted a cancellation request. You acknowledge and agree that, as a result of the fact that transactions in commodities are not reversible once they have been initiated and due to the fluctuating nature of prices of commodities, you will not have any right of withdrawal from a commodity order once that order has been executed on the Platform, whether under this Agreement, or under law or regulation.
16. You understand that any order for a commodity placed through the Services that is subsequently filled will result in your Account being promptly credited the amount of such commodity. You understand you can view your balance of commodities in your Account on the Platform.
17. You agree and understand that Neverless does not guarantee that any order that you place will be filled. You agree that Neverless will have no obligation to execute a trade order that conflicts with applicable law or this Agreement. You further agree and understand that Neverless reserves the right to cancel any order or part of an order if such order was placed during a scheduled or unscheduled Neverless downtime or is nonmarketable. Further, you understand that Neverless may implement certain risk controls to assist in minimising adverse market impact. This may result in your order being queued and/or cancelled.
18. You understand that the method, counterparty, liquidity provider or market-maker used for the execution of any order that you place shall be determined by Neverless in its sole good faith discretion.
19. The Platform contains further information regarding order types and limitations, which you agree to read and understand before placing orders.
Fees and Costs
1. Please refer to Section 7 of the Agreement for more information on fees and costs which apply to all transactions on the Platform.
2. If you sell commodities, the consideration for the transaction, less commission and all applicable charges and taxes, will be available on your Account for reinvestment or to withdraw it from your Account once the transaction has settled.
Limitation of Liability
1. Please refer to Section 13 of the Agreement for information on the general limitations of liability when you use our Services to trade commodities.
Risks
1. You acknowledge and agree that trading, holding, and investing in commodities involves significant risk and may result in substantial financial losses. Trading commodities is not suitable for all investors and should only be undertaken by those who fully understand the nature of the products and the extent of their exposure to risk.

Schedule F: Margin Trading

This Schedule F to the Agreement sets out the specific terms that will apply to you when you trade using Margin on the Platform. The terms in this Schedule F apply to you in addition to the general terms and conditions set forth in the Agreement. Capitalised words in this Schedule F will have the same meaning which are given to those words in the Agreement. If a term of this Schedule F conflicts with or differs from a term in the Agreement, this Schedule F will apply.

Definitions
1. The following terms used in this Schedule F have the meanings set forth below, unless otherwise defined herein:
  1. “Cross Margin Mode”: a type of Margin mode where any Margin assigned to your Account counts as Margin towards all positions held by that account. Margin Requirements for different contracts do not offset.
  2. “Equity” is equal to the sum of the value of:
    1. Margin assigned to your Account;
    2. unrealised profit or loss from open Margined Position.
  3. “Initial Margin Requirement” means the amount of Equity that is required, if one wishes to open a new Margined Position or to increase an existing one.
  4. “Margin” means the credit extended by Neverless to fund, in whole or in part, the opening and maintaining of positions in crypto-assets, or commodities.
  5. "Margin Balance" means the aggregate outstanding amount of Margin extended by Neverless to fund your Margined Positions, reduced by any repayments made, as reflected in your account at any given time.
  6. "Margin Interest Rate" means the annualised interest rate applied to the outstanding Margin balance in your account, as published by Neverless on the Platform.
  7. "Margined Position" means a position in crypto-assets, or commodities that has been opened or is being maintained, in whole or in part, using Margin.
  8. “Margin Requirements” means Initial Margin Requirement, Maintenance Margin Requirement. Margin Requirements are published on the Platform from time to time.
  9. “Maintenance Margin Requirements” means the amount of Equity that is required at all times to maintain an existing Margined Position. If Equity falls below this amount a Margined Position starts getting liquidated in accordance with Section 4 of this Schedule F.
Margin
1. Neverless may make available to you a margin trading facility, pursuant to which Neverless may extend credit to you for the purpose of funding positions in crypto-assets, or commodities that exceed your available account balance. To access this facility, you must opt in to margin trading by enabling it for your Account via our mobile application.
2. You undertake neither to create nor to have outstanding any security interest or other encumbrance over, nor to agree to assign or transfer, any assets which constitutes Margin, except as expressly provided below. Any Margin that you post or otherwise elect to use when entering into and maintaining a Margined Position constitute a collateral position (the “Collateral”) securing the due and timely performance of all your obligations to Neverless in relation to the respective crypto-assets, or commodities position, subject to the terms set out in this Agreement. In particular, you agree that:
  1. by depositing Collateral to your account according to the terms of this Agreement, you are unilaterally establishing a first ranking, regular, possessory pledge over the Collateral in favour of Neverless. The Collateral shall be held by Neverless on a continuous basis as security for the duration of the relevant open Margined Position. You agree that each pledge of the Collateral shall be considered as concluded in a written form;
  2. the pledge shall secure the performance of all your obligations to Neverless arising in connection with the relevant Margined Position(s) and shall take effect upon Neverless' receipt of the Collateral. It shall terminate only upon full closure and liquidation of the relevant Margined Position(s) and withdrawal of the Collateral from your account, in accordance with the terms of this Agreement;
  3. the pledge over the Collateral constitutes a continuing security and shall remain in full force and effect notwithstanding any intermediate settlement or partial repayment of the secured obligations. Unless and until all such obligations have been fully discharged, you shall not be entitled to withdraw, assign, transfer, dispose of, or otherwise encumber any part of the Collateral;
  4. upon the closing or liquidation of a Margined Position (including where such occurs in accordance with Section 4 of this Schedule F), and during the settlement process, Neverless shall be entitled to enforce its rights against the Collateral by unilaterally debiting any amounts owed by you in respect of the settled position, as further described in this Agreement;
  5. and you agree that Neverless shall have the right to sell (out of court, including at public auction or an exchange or for a market price), transfer, loan, rehypothecate or further pledge any Collateral without first being instructed by you, in cases where Neverless is entitled to enforce its security interest in accordance with this Section 2.
3. Neverless only permits one type of Margin, Cross Margin Mode.
4. In order to maintain an existing Margined Position, your Equity must always exceed or match Maintenance Margin Requirement. It is your responsibility to know the current Margin Requirements applicable to your open Margined Position at all times.
5. You acknowledge and agree that all applicable Margin Requirements for opening and maintain Margined Position are available for review on the Platform. These requirements may vary depending on market conditions, instrument volatility, position size, and other risk parameters as determined by the Exchange. You may increase or decrease Margin for existing Margined Position directly through the Platform.
6. You further acknowledge and agree that, if you post Margin using an asset other than the quote asset, we may convert some or all of that Margin into the applicable quote asset to cover any fees, losses, or other obligations associated with such position.
7. You further acknowledge and agree that Neverless may exercise rights, including partially or fully liquidating your Margined Positions as further described in Section 4 of this Schedule F, if you fail to maintain Margin in line with the Margin Requirement for such positions. For the avoidance of doubt, whenever the Account is under-margined or Neverless determines, in our sole discretion, you may be unwilling or unable to fulfill your obligations hereunder due to your financial condition, market conditions, or any other potential insecurity, Neverless may in our sole discretion and without prior notice liquidate, offset and/or mitigate the risk of any of your open Margined Positions in crypto-assets, or commodities within a reasonable amount of time in an effort to reduce such Margin deficiency or insecurity.
Margin Interest Rate
1. Interest accrues hourly on the outstanding Margin balance in your account at the Margin Interest Rate. The Margin Interest Rate applicable to your account is available to view on the Platform.
2. Accrued interest is calculated by multiplying the Margin Interest Rate by the outstanding Margin balance in your account, divided by 365. Interest is debited from your account balance hourly and will be reflected in your account transactions.
3. The Margin Interest Rate is variable and may be amended by Neverless at any time without prior notice. The current Margin Interest Rate is published on the Platform, and it is your responsibility to check the applicable rate before using or continuing to use margin trading.
Liquidation Procedure
1. We employ mechanisms for automated liquidation and termination of Margined Positions to manage risk across, and to preserve a fair and orderly market and our integrity.
2. You instruct us to use or apply as much of Margin as is needed or required by this Schedule F to cover any losses arising from your Margined Position. You authorise us to convert any asset that was posted as Margin to another asset at whatever spot exchange rate is determined by Neverless in a commercially reasonable manner in order to cover all losses arising from any Margined Position(s).
3. If your Equity falls below the Maintenance Margin Requirement, then we will automatically try to liquidate your Collateral by submitting liquidation market orders to bring your Equity back above the Maintenance Margin Requirements. Any such order will be subject to a 5% liquidation fee.
4. Each such order will be filled at the best available price(s) at the time of its creation and may or may not completely liquidate your Collateral. Whether or not your Collateral is fully liquidated depends on the other orders in our order book at the time the market orders are to be matched.
5. If any Margin is left in your Account after your Collateral is fully liquidated (or partially liquidated with the effect that the Maintenance Margin Requirement is satisfied), your Margin may be used to open a new position or withdrawn to the Platform.
Limitation of Liability
1. Please refer to Section 13 of the Agreement for information on the general limitations of liability when you trade using Margin.
Risks
1. You acknowledge and agree that trading using Margin involves significant risk and may result in substantial financial losses. Trading using Margin is not suitable for all investors and should only be undertaken by those who fully understand the nature of the products and the extent of their exposure to risk.

Client Agreement

EAA TERMS

Last Updated Date: 25.05.2026

Entities providing services
1. Save as described below, this client agreement (‘Agreement’) is between the Neverless entities identified in the paragraphs below (‘Neverless’, ‘we’, ‘us’, or ‘our’) and you (“you”).
2. Services are provided by Neverless Labs, S.L., a company registered at Calle de Hermosilla 48, 1D, 28001 Madrid, Spain, and registered with the Bank of Spain under registration number D948 for the provision of crypto-asset custody and exchange services.
Introduction
1. This Agreement applies to your access and use of the services provided by Neverless described below that may be provided by Neverless from time to time on the Neverless mobile application(s) (each, an 'App') and the Neverless website (the Apps and the website, together with any programmes, tools, features, functionality, services, transactions, and Content provided through or in connection with the website and the Apps, collectively, the 'Platform' or 'Neverless Platform'). You expressly agree to the terms of the Agreement and will also treat your access to and use of our Services (as defined below) as acceptance of the terms of the Agreement.
2. This Agreement governs the relationship between you and Neverless, including, without limitation, these terms and conditions of all Services offered to you. You are responsible for checking our website periodically in order to review the current version of the Agreement.
3. This Agreement is legally binding and will take effect upon the date on which you agree to its terms.
4. References to this 'Agreement' include these terms and conditions as well as any other agreements, schedules, or disclosures provided to you in relation to the provisions of the Services, including (each as amended or supplemented from time to time):
  1. Pricing Schedule that is available on our website;
  2. Privacy Policy.
    
    .
Neverless Services
1. Collectively, we refer to those services set forth in Schedule A, Schedule B, Schedule C, Schedule D, Schedule E, and Schedule F as well as any other such related services that may be offered by Neverless via the Platform from time to time as the 'Services'.
2. Some of the terms in the Agreement only apply to certain Services. If you do not use those Services, then those will not be part of your Agreement with us.
3. By using our Services, you acknowledge you have read, understand and agree to the additional terms that apply to the Services as set out in the applicable Schedules, including:
  1. Schedule A: applies if you invest or trade crypto-assets;
  2. Schedule B: applies if you hold crypto-assets eligible to passive rewards;
  3. Schedule C: applies if you hold crypto-assets with us;
  4. Schedule D: applies if you use crypto-asset transfer services;
  5. Schedule E: applies if you invest or trade commodities;
  6. Schedule F: applies if you use our margin trading facilities.
4. You acknowledge and understand that all investments involve risk, that losses may exceed the principal invested, and that the past performance of an industry, sector, or market does not guarantee future results or returns. You are solely responsible for all investment decisions associated with your Account including any risks in connection with the purchase or sale of crypto-assets or commodities (which includes the risk of loss).
Limitations to the Services.
1. Neverless does not provide personalised investment recommendations or investment or tax related advice. Any explanation or information which we give to you as part of a trade or about the performance of the trade is not intended to be, and should not be considered as, advice. Nothing on the Platform is or shall be deemed a personal recommendation or solicitation by Neverless to buy or sell any investment products, or as to the manner in which those products are bought or sold, or to engage in any investment strategy.
2. To be eligible to use any of the Services, you must be at least 18 years old, reside in a country in which the relevant Services are accessible, and otherwise be legally permitted to use the Services. There are certain features which may or may not be available to you depending on your location and other criteria.
3. The Services are not available to residents of Prohibited Jurisdictions. It is your responsibility to inform Neverless promptly if you change your residential address or become a resident or tax resident of a Prohibited Jurisdiction. Failure to inform Neverless if you become a resident of a country that is a Prohibited Jurisdictions is a material breach of this Agreement. For purposes of this Agreement, a 'Prohibited Jurisdiction' includes means any jurisdiction that is not part of the European Economic Area, or any country or jurisdiction subject to economic, financial or trade sanctions or embargoes, export controls or other restrictive measures imposed by the United States of America (including those administered by the United States Department of the Treasury’s Office of Foreign Assets Control), the European Union, any member state of the European Union, the United Kingdom, or any other applicable regulatory body ('Sanctions').
4. If you attempt to access your Account from a Prohibited Jurisdiction or you are otherwise resident in such a jurisdiction, or if Neverless reasonably believes that you are attempting such access or have become a resident in such a jurisdiction, Neverless may restrict your Account and any pending orders may be cancelled.
5. Neverless may impose limits on your use of the Services, including transaction limits on the Services. Such limits may vary, at Neverless’s sole discretion, depending on a variety of factors, and Neverless may apply different limits to certain clients at its sole election.
Your Account.
1. You must register for a Neverless account to use the Services (an 'Account'). Your Account is self-directed and you are solely responsible for any and all orders placed in your Account, which means that all orders entered by you are unsolicited and based on your own investment decisions. You are fully responsible for all activity that occurs under your Account and we are entitled to rely on all instructions given and orders placed via your Account as if they were placed or authorised by you, without further investigation or verification unless we wish to do so in our absolute discretion. You agree and acknowledge that your use of your Account and the Services is and shall be only for your personal, non-commercial purpose.
2. You authorise Neverless to open or close your Account, place and withdraw orders, and take such other steps as are reasonable to carry out your directions. All transactions will be effected only on your order or the order of your authorised delegate, except as described in this Agreement.
Client Due Diligence; Identity Verification.
1. You agree to provide us with the information we request (which we may request during registration for your Account or at any time deemed necessary) for the purposes of identity verification, providing the Services to you, and the detection of money laundering, terrorist financing, fraud, or any other financial crime, as well as for the purposes of complying with applicable Sanctions, and permit us to keep a record of such information. The information we request may include (but is not limited to) 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), mobile device identifiers, and any such information that Neverless is required to collect from time to time under applicable law. Neverless may also inquire about your investment profile, including the source of your wealth, employment, and income.
2. You agree to promptly notify Neverless of any changes in the information submitted as part of the Account registration process, including your name, residential address, email address, and telephone number. Please refer to the Privacy Policy for information on how Neverless processes your personal information.
3. You understand that Neverless may take steps to verify the accuracy of the information you provide to Neverless relating to your Account in your application or otherwise. You authorise us to make inquiries, whether directly or through third parties, that we consider necessary to verify your identity or protect you, us and/or third parties against fraud or other financial crime, and to take action we reasonably deem necessary based on the results of such inquiries. You acknowledge and agree that your personal information may be disclosed to third party service providers engaged by Neverless or its affiliates for the purposes of your identity verification and fraud prevention or financial crime prevention and that these third party service providers may respond to our inquiries in full.
4. You acknowledge that Neverless will not provide the Services until Neverless verifies your identity in accordance with its client identification and verification procedures. Your Account may be restricted or closed if Neverless cannot obtain and verify this information. Neverless will not be responsible for any losses or damages (including, lost opportunities) that may result if your Account is restricted or closed.
5. Neverless reserves the right to refuse to take on or maintain a client relationship, at our own discretion, for any reason, subject to applicable law, including but not limited to situations where Neverless has been unable to, or prevented from, completing the account opening or reactivation process or where you have failed to provide information or documentation which is required to be obtained from you in order to comply with any anti-money laundering or other regulatory or legal obligations whether initially or on an ongoing basis.
Fees and Charges
1. You agree to pay Neverless any fees we impose in connection with the Services at the then-prevailing rate as set forth in the Pricing Schedule, which you can find on our website.
2. You acknowledge that the prevailing rate may change without prior notice.You agree to be bound by changes to prevailing rates once they are posted in the Pricing Schedule that is available on our website. You also agree to pay all applicable taxes. Further, Neverless reserves the right to vary rates and fees among clients in connection with special offers, promotions, arrangements, or account criteria such as account value or client loyalty.
3. You agree that Neverless reserves the right to pass on any fees charged by any exchanges, brokers, market-makers, liquidity providers, or other types of counterparties, trading venues, or intermediaries (each, a “Market Actor”). You agree Neverless reserves the right to pass on any fees charged by crypto-asset networks to facilitate crypto-asset Transfers.
4. You also agree to pay such expenses incurred by Neverless in connection with collection of any unpaid balance due on your Account, including legal fees allowed by law.
Account Funding and Withdrawals
1. You can transfer funds into your Account at any time using a payment account held in your name, or any other funding mechanisms as may be added to the Platform from time to time.
2. The deposit and withdrawal of funds in your Account are subject to certain limitations, including daily maximum transfers thresholds and number of transfers, which Neverless may change from time to time.
3. In order to complete a transaction on your account, you will need sufficient funds in your Account prior to executing the order. Neverless may not support all funding methods at all times and may alter the funding methods at any time without prior notice.
4. We do not hold any fiat currency on your behalf. All fiat deposit transactions are converted and held by us as Electronic Money Token (‘EMT’). “Electronic Money Token” or “EMT” means a digital token referencing the value of a single official currency (such as EUR or USD).
5. When the balance of available funds in your Account is greater than any minimum balance requirement needed to satisfy all open orders, you may request a withdrawal of your assets, in the form of crypto-asset or fiat currency. You agree that we may convert your assets at our discretion to facilitate your withdrawal instruction. You are solely responsible for losses resulting in whole or in part from any external account, provider, or service. We cannot guarantee the timing of any withdrawal request. Subject to compliance considerations, regulatory requirements or other controls which we may apply in our sole discretion, requests may be delayed or canceled.
6. Neverless reserves the right to amend the funding mechanisms for your Account at any time, upon notice, and may add new funding mechanisms without notice to you. You are solely responsible for your use of any external account, provider, or service used to transfer funds to your Account. The timing associated with any deposit will vary and may depend in part upon the performance of third parties unrelated to Neverless. We shall not be responsible for damages resulting from any order, including but not limited to, failed or delayed funding.
7. We may, in our sole discretion, impose daily, weekly, monthly, or other periodic limits on deposits and withdrawals, which we may implement, eliminate, increase or decrease at any time without advance notice.
8. When the balance of available funds in your Account is greater than any minimum balance requirement needed to satisfy all open orders, you may request a withdrawal of your assets, in the form of crypto-asset or fiat currency. When you send a withdrawal instruction, Neverless will act on your instructions to withdraw the requested amount and will transfer this amount using the transfer method you selected. Neverless will not be responsible for any delays in the transfer of crypto-assets or fiat currency.
9. By entering into this Agreement, you irrevocably agree that, where your money or crypto-assets have been transferred using the transfer method you selected, Neverless will have fulfilled any and all duties to you in respect of that transfer, as applicable. You are responsible for providing correct blockchain address or payment account details for the purposes of this transfer. Neither Neverless nor any business partner will be liable to you as a result of any failure, resulting from incorrect account details or otherwise, by your payment service provider to credit withdrawn funds to your account.
10. You may be responsible for fees and expenses that your payment service provider or the blockchain you selected imposes on you in respect of the transfer of money or crypto-assets. Neither Neverless nor any business partner, will be responsible for any of such fees or expenses.
11. Implicit third-party costs may apply when you request a money transfer. Please refer to the Pricing Schedule on our website for further details.
12. Given the nature of the services we provide, your Account will ordinarily not have a negative balance. Nevertheless, it is possible for your Account balance to be negative in certain situations. You agree that we have the right to convert any funds you hold in your primary currency and/or non-primary currency to cover a negative balance in any other currency. You agree to immediately deposit sufficient available assets to cover any negative balances on your Account balance. We may liquidate any assets held in your Account to offset and reduce the negative balance. You remain fully responsible for settling the balance and we may engage debt collectors to pursue any outstanding debt on our behalf.
13. You agree to promptly return any assets erroneously distributed to you.
Unregulated Status and Absence of Regulatory Protections
1. You expressly acknowledge and agree that your Account is not a current, checking, savings or any other type of asset account characterised as a banking product or service, and is not covered by insurance against losses. Neverless Labs, S.L. is not a deposit taking institution and it is not licensed, authorised, registered, or supervised by any authority as investment firm, bank, or financial institution.
2. Your Account is not an investment contract, security or transferable and may not be traded, exchanged, transferred or sold to any third party under any circumstances.
Reporting, Confirmations, and Statements
1. You will receive trade confirmations from Neverless promptly after your order has been executed. You understand that it is your sole responsibility to review your transaction history, trade confirmations, transfer confirmations, and any notices from Neverless or its affiliates promptly upon receipt, and you must promptly notify us after you become aware of any unauthorised or improperly executed transactions or any other errors, inconsistencies, or inaccuracies in your Account statements, confirmations or transaction history available on the Platform.
2. To the extent permitted by applicable law, neither Neverless nor any of its affiliates will be liable for any losses, lost profits, or other damages allegedly resulting from delays in or a failure to issue a confirmation, statement, or status update.
Your Responsibilities
1. You will provide Neverless with all information relevant to the Services and will respond promptly to any requests Neverless makes for further information. Neverless will provide Services to you on the basis of the information that you have provided.
2. You agree to inform Neverless promptly through the Platform, including using Account settings, responding to questionnaires or in writing via email of any change to the personal details about you that you have shared.
3. You agree not to open multiple Accounts.
4. You agree to only use the Platform and your Account for your own personal investment purposes and for no other purposes. You must act responsibly and reasonably when using the Services. You must not use the Services to commit or attempt to commit a crime or engage in abusive or otherwise prohibited behaviour.
5. You represent that you are solely responsible for and have authorised any orders or instructions appearing in, originating from, or associated with your username and password, your Account; provided, that this does not affect your rights where Neverless has acted negligently or fraudulently, is in willful default, or where you have rights under applicable law. All such orders or instructions will be executed in reliance on your promise that an actual purchase or sale is intended. Neverless is entitled to assume that any order or instruction received from your Account is a valid order or instruction issued by you. It is your obligation to pay for purchases immediately or on demand. In the event that you fail to provide sufficient funds to pay for a purchase or trade that you placed on the Platform, Neverless may, at its option and without notice to you:
  1. liquidate the asset subject of the order; or
  2. sell the assets held in your Account.
6. You agree not to allow any person except for you to trade on your Account. Neverless may at any time, in our sole discretion and without prior notice to you, prohibit or restrict your ability to access the Services. Neverless reserves the right to require full payment in cleared funds prior to the acceptance of any order.
7. You represent, on the date this Agreement is entered into and throughout its duration, that:
  1. you are 18 years old or older;
  2. you are not a U.S. person, as defined in section 7701(a)(30) of the Internal Revenue Code of 1986, as amended (for U.S. tax purposes);
  3. you are acting in your capacity as a consumer in entering into this Agreement and each transaction entered into pursuant to this Agreement and you will perform your valid and legally binding obligations in accordance with the Agreement except for the effect of laws relating to or affecting creditors’ rights generally and applicable general equitable principles;
  4. the information you have provided to Neverless is (and any information you provide to Neverless will be) complete, accurate, and not misleading in any respect, and in the event of any change to such information, you will promptly notify Neverless of the same;
  5. if you are now or if you become an officer, director or 10% stockholder of any publicly traded company, you will promptly notify Neverless in writing via email;
  6. no person except for you has any interest in the Account opened pursuant to this Agreement;
  7. you will be liable to Neverless in respect of all obligations and liabilities arising from any material breach by you of this Agreement or any other agreement you have entered or will enter into with Neverless or any affiliate;
  8. you accept full responsibility for monitoring and safeguarding your Account and access to your Account; this includes:
    1. keeping your Account username and passcode confidential;
    2. not sharing your email and passcode (or other information relating to your Account) with any other person;
    3. not giving any other person access to your Account;
    4. securing any computer or mobile device through which you access the Platform;
    5. if you use any biometric (such as facial recognition, fingerprint recognition, or similar) access methodology to access or unlock the App, making sure that only your biometrics are able to unlock your Mobile Device and the App (e.g., making sure that no other person’s face or fingerprint can unlock your device or access your Account via the App);
  9. you will immediately notify Neverless in writing via email or through Client Support, if you become aware of:
    1. any loss, theft, or unauthorised use of your Account number, username or passcode;
    2. any failure by you to receive any communication indicating that an order placed via the Services was received, executed, or cancelled, as applicable;
    3. any failure by you to receive an accurate written confirmation of an order, execution, cancellation, or transfer;
    4. any receipt by you of confirmation of an order, execution, cancellation, or transfer, which you did not place;
    5. any inaccurate information in or relating to your orders, trades, Account balances, deposits, withdrawals, transfers, or transaction history; or
    6. any other unauthorised use or access of your Account (each event described in 15.7.9.1.-15.7.9.6., a 'Potential Fraudulent Event');
  10. you agree to notify Neverless immediately after you discover any Potential Fraudulent Event and no more than twenty-four hours following discovery; you agree to cooperate fully with the legal authorities and Neverless and its affiliates in any investigation of any Potential Fraudulent Event; you will complete any reasonably required affidavits or formal written statements promptly, accurately, and thoroughly; you acknowledge that access to the Services, including your Account, may be suspended in the event of a Potential Fraudulent Event; and you agree to compensate Neverless, its affiliates, and Neverless’s and its affiliates’ respective officers, directors, and employees for any losses arising out of or relating to any Potentially Fraudulent Event that are caused by your actions or omissions;
  11. your use and storage of any information (including your Account number, portfolio information, transaction activity, account balances, and any other information) on your wireless, web-enabled cellular telephone or similar wireless communications device (collectively, 'Mobile Device') or computer is at your own risk and is your sole responsibility, and you acknowledge that Neverless recommends that you use devices with appropriate, up-to-date security software to reduce the risk that the system or Mobile Device used will be susceptible to unauthorised access;
  12. you acknowledge that:
    1. in order to use the Services, including maintaining your Account on the Platform, you must download, or download upon Neverless’s request, the App to your Mobile Device for certain security or other Account-related purposes;
    2. from time to time, Neverless will release software updates for the App;
    3. you are responsible for downloading and upgrading your software and maintaining the latest version of the App on your Mobile Device, and failing to do so may result in you encountering content that contains out-of-date, missing or incorrect information, including, among other things, important disclosures and agreement updates, and may impact your ability to access your Account; and
    4. Neverless will not be responsible for any losses caused by your use of outdated software or failure to download the App on your Mobile Device;
  13. entering into the Agreement or any transaction hereunder will not violate or conflict with any law applicable to you, or any charge, trust deed, contract, other instrument, or contractual restrictions applicable to, binding on, or affecting you or any of your assets;
  14. you will 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 Services and the Platform;
  15. you will comply with applicable law and disclosure requirements relating to taxation in all relevant jurisdictions;
  16. you will comply with all applicable law and disclosure requirements relating to anti-bribery and corruption, anti-money laundering and other forms of financial crime, and you will not engage in or facilitate or undertake any transaction that may involve Neverless or affiliates facilitating bribery, corruption, money laundering or other forms of financial crime;
  17. you agree that you are solely responsible for understanding the rights and terms for all assets purchased, sold, and maintained in your Account;
  18. you are not in possession of any price sensitive or insider information which would or may affect your ability to lawfully abide by this Agreement;
  19. you will not engage in any activities that amount to market abuse or market misconduct under the laws of any applicable jurisdiction;
  20. you are not subject to any Sanctions or are present on any other sanctioned or restricted party lists, and you will not undertake any transaction or activity that places Neverless or affiliates in violation of such Sanctions; and
  21. you represent and warrant that you are not a politically exposed person ('PEP') as defined by applicable law. To the extent you are or become a PEP in the future while you hold your Account at Neverless, you represent and warrant that you will immediately notify Neverless and subject yourself to any due diligence measures deemed appropriate by Neverless.
8. Any foul or abusive language, physical violence, threatening behaviour, or other inappropriate conduct directed toward Neverless, or its respective officers, employees, contractors, or clients, will not be tolerated. If you engage in any such behaviour, as determined by Neverless in its sole discretion, you agree that Neverless is authorised to:
  1. liquidate any asset in your Account;
  2. send you the converted proceeds, and
  3. close your Account. Neverless will not be responsible for any losses caused by the liquidation of financial instruments or other property pursuant to this paragraph, including any tax liabilities.
9. If you attempt to access your Account from a jurisdiction subject to certain legal Sanctions (including U.S. sanctions) or you are otherwise resident in such a jurisdiction, or if Neverless reasonably believes that you are attempting such access or have become a resident in such a jurisdiction, Neverless may restrict your Account and any pending orders may be cancelled. If this happens, you should initiate a support request through the methods set forth in Section 28; you may be asked to provide supplemental information as part of this process. You must close your Account before establishing residency in any jurisdiction subject to legal Sanctions.
Taxes
1. By accepting this Agreement, you provide consent to us for collecting, storing, processing and disclosing, directly or indirectly, any relevant information, as required under the applicable laws. This consent covers involving third-party service providers that we engage from time to time.
2. You agree to receive all confirmations and Account statements, as well as any tax-related documents, in electronic format via the Platform. You have sole responsibility for complying with any applicable law and the management of your tax affairs. You confirm that you have been and are compliant with all tax declaration and reporting obligations relating to the investments, or money held in your Account and any income or gains they produce.
3. The value to you, and the effects on you, of some of the Services may depend on your tax status and you should seek tax advice to ensure the services are appropriate. Neverless will not provide you with that advice.
4. In some jurisdictions, depending upon your holdings, Neverless may be required to pass information about you and your investments to tax authorities. Neverless may also be required to report any income and deduct withholding taxes from any income paid or passed on to you.
5. You authorise Neverless to provide any tax-related documents to any withholding agent that has control, receipt, or custody of the income of which you are the beneficial owner or any withholding agent that can disburse or make payments of the income of which you are the beneficial owner.
Limitation of Liability; Your Liability to Us
1. Neverless and its affiliates do not exclude or limit their liability to you where it would be unlawful to do so. This includes liability for fraud or fraudulent misrepresentation. Further, the limitation of liability is subject to any obligations we have under applicable law and regulation.
2. Neverless and its affiliates will not be liable for any loss or damage that you suffer as a result of their breach of this Agreement or failure to use reasonable care and skill, if that loss or damage is not reasonably foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time the Agreement was made, Neverless and you knew it might happen. Neverless and its affiliates will not be responsible for any loss or damage that is not reasonably foreseeable.
3. Neverless and its affiliates will not be liable for business losses. The Services are provided for individual private use only. Neverless and its affiliates will not be liable for any loss of profit, loss of business, business interruption, or loss of business opportunity.
4. Neither Neverless, its affiliates and service providers, nor any of their respective officers, directors, agents, joint venture partners, employees or representatives, will be liable for any amount larger than the value of the investments in your Account at the time of the breach by Neverless giving rise to your claim. Where we are considering a specific claim relating to a specific order or transaction this sum shall be further limited to the amount of the order or transaction in dispute.
5. If an incident is not attributable to Neverless, we shall not be liable to you for the loss of your crypto-assets or of the means to access to your crypto-assets that may occur due to such incident. Incidents not attributable to us include any event in respect of which we demonstrate that it occurred independently of the provision of our Services, or independently of our operations, such as a problem inherent in the operation of the distributed ledger that we do not control, or where such loss was due to your fraud, willful misconduct, or negligence.
6. Subject to Section 13.1, Neverless and its affiliates are not responsible for any loss or damage arising as a result of or in connection with:
  1. market movements between the time that an instruction is received from you and the time it is executed, or market movements that occur after your order is executed;
  2. any event outside Neverless’s reasonable control, including disruption to or unavailability of the Services caused by disruption to any market, communications network, or information technology;
  3. performance or non-performance by any exchange, market data provider, execution venue, partner, or other third party, or any of their respective partners or affiliates, of any of their obligations relative to any financial instrument;
  4. when Neverless or an affiliate is acting as an introducer, marketer, or promoter of a product, feature, service, or programme, any matters arising from any introduction, marketing, promotion, or referral in connection with the product, feature, service, or programme;
  5. any non-compliance by you with any of the terms and conditions of this Agreement;
  6. any third-party actions related to your receipt and use of any information, Third Party Information (as defined below), market analysis, other third-party content, or other such information obtained on the Platform or otherwise through the Services;
  7. any third-party actions related to your use of the Services;
  8. any loss resulting from a network failure of a crypto-assets’ cryptographic protocol;
  9. your or your representative’s misrepresentation or alleged misrepresentation, or act or omission; or
  10. following your or your representative’s directions or instructions, failing to follow your or your agent’s unlawful or unreasonable directions or instructions, or failing to follow you or your representative’s orders with respect to your Account when your Account has been subject to an attachment or sequestration in any legal proceeding against you (in which case Neverless and its affiliates will be under no obligation to contest the validity of any such attachment or sequestration).
7. The Services are provided on an 'as is' and 'as available' basis, with no further promises made by us around availability of the Services. To the maximum extent permitted by applicable law, we specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose and/or non-infringement. In the event of any such interruptions or failures in service, you agree to minimise any losses you may suffer and avoid taking unreasonable steps which may increase your losses. From time to time, Neverless may offer new 'beta' features or tools with which its users may experiment. Such features or tools are offered solely for experimental purposes and without any warranty of any kind, and may be modified or discontinued at Neverless’s sole discretion. The provisions of this section apply with full force to such features or tools.
8. You agree to the use of automated systems in conjunction with your Account, including automated order entry and execution, record keeping, reporting and account reconciliation, and risk management systems (collectively, 'Automated Systems'). The use of Automated Systems entails risks that could cause substantial damage or expense to you, such as interruption or delays of service, errors or omissions in the information provided, system failure, and errors in the design or functioning of such Automated Systems.
9. Any materials, information, view, opinion, projection or estimate presented via the Platform is made available by Neverless 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 Platform.
10. You shall be liable to Neverless to the extent that:
  1. Neverless suffer foreseeable losses resulting from your breach of this Agreement; or
  2. Neverless suffer losses in respect of which they are permitted to make a claim against you under applicable law, this Agreement, or any other agreement between you, Neverless and/or an affiliate.
This includes any fees, liabilities, costs and expenses that Neverless incurs or suffers as a result of your breach, including reasonable legal fees.
1. If you authorise or allow third parties to gain access to or use the Services provided by Neverless or its affiliates, including your Account, you will be responsible for any losses or damage that results from such access or use, including any losses or damage that may arise out of claims or suits by third parties brought against Neverless or its affiliates based upon or relating to such access and use.
2. The provisions of this Section 13 will continue to apply even if Neverless stops supplying you with the Services.
Restrictions on Use of Services; Termination of Services
1. Neverless may, in its sole discretion and without prior notice to you, prohibit or restrict your access to the Services, including access to your Account. Neverless may at any time, in its sole discretion and without prior notice to you:
  1. prohibit or restrict your access to the use of the Services, access to the Platform or related services, and ability to trade and to deposit and withdraw funds;
  2. refuse to accept any of your orders;
  3. refuse to execute any of your orders; or
  4. terminate your Account pursuant to Section 16.
2. The closing of your Account will not affect the rights or obligations of either party incurred prior to the date your Account is closed. Neverless may restrict your Account from withdrawals or trading for, but not limited to, the following reasons: if there is a reasonable suspicion of fraud, diminished capacity, or inappropriate activity, or if Neverless receives reasonable notice that ownership of some or all of the assets in your Account are in dispute. Neverless shall not be liable for any loss that you may incur due to Neverless’s refusal to permit any deposit, withdrawal or transaction.
3. Neverless 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.
4. Neverless might be required to freeze, block, or terminate the Services and/or your Account without telling you in advance. Neverless will do this if it believes that there is a security or regulatory risk, you have breached the Agreement, we are required to do so by applicable law or by a regulator, and/or there is an application, order, resolution or another announcement in relation to a winding up/bankruptcy in which you are involved.
Events of Default
1. For purposes of this Agreement, each of the following will be an 'Event of Default':
  1. you fail to pay us within seven days, any fees, charges, and/or liabilities on your Account, where we have requested such payments;
  2. you enter into bankruptcy, whether compulsorily or voluntarily, or similar proceedings, or a procedure is commenced against you seeking or proposing bankruptcy or similar proceedings, or you are generally unable to pay your debts as they become due (or you confirm so in writing);
  3. we consider it reasonably necessary to prevent what we reasonably consider to be or might be a violation of any applicable law; and/or
  4. you commit a material breach of this Agreement and (i) if that breach is capable of remedy (as determined Neverless in its sole discretion, acting in good faith), fail to remedy this within seven days of receiving notification of material breach, or (ii) the relevant material breach is not capable of remedy (as determined by Neverless in its sole discretion, acting in good faith), in which case the material breach will be an immediate Event of Default.
2. In the Event of Default, Neverless will be entitled to terminate this Agreement pursuant to Section 16 and treat any or all outstanding transactions between you and Neverless as having been cancelled or terminated. In the Event of Default, Neverless shall have all rights and remedies available to a creditor under all applicable law, in addition to the rights and remedies provided herein.
Termination; Events of Default; Account Closure
1. You are entitled to terminate this Agreement and close your Account, after paying any obligations owed, by giving written notice. If you wish to terminate your Account, please send a request to do so by contacting us through methods identified in Section 28.
2. Without prejudice to Neverless’s rights under the Agreement to cease providing the Services or block access to your Account, Neverless may terminate this Agreement, or close, deactivate, or block access to your Account at any time in its sole discretion without prior notice. Neverless reserves the right, at our sole discretion, to execute or reject any pending order or instruction following any such notice to terminate. In either case, you should note that, although no penalty will be payable by you to Neverless, you will remain liable to meet all obligations you owe to Neverless, whether arising before or after termination, including those which may accrue under transactions initiated prior to the date of receipt by Neverless of your notice and which are to be completed thereafter. You will further be liable to pay the amount outstanding at the date of termination in respect of all interest and charges.
3. Neverless may terminate this Agreement without notice:
  1. if there is an Event of Default;
  2. there is a real risk of harm or loss to Neverless if the Agreement continues (for instance, in cases of fraud or violation of Sanctions);
  3. where required by law or by a regulator;
  4. you are reasonably suspected of having committed a crime; or
  5. where, acting reasonably, Neverless consider immediate termination is required to fulfil its legal or regulatory obligations.
4. If your Account has been terminated for whatever reason, Neverless may (unless prohibited from doing so by applicable law):
  1. close out all or any of your open positions at current market prices;
  2. arrange for any assets in your Account to be liquidated at current market prices, and, by entering into this Agreement, you authorise Neverless to do so in the event of a termination, or arrange for any crypto-assets held in your Account to be returned to you pursuant to Send Transactions;
  3. deduct all applicable fees, costs, expenses, taxes, and other deductibles related to the liquidation of your investments or any transaction carried on after termination under this Section; and
  4. arrange for any remaining balances to be transferred via one of your withdrawal methods (each event described above, an 'Account Closure Transaction').
5. With respect to any crypto-assets in your Account, in the event Neverless reasonably determines your Account balance is insufficient to cover the costs and fees associated with an Account Closure Transaction (such account balance, a “Dust Balance”), you agree to forfeit any such Dust Balance without compensation. These balances shall no longer be visible, accessible, or recoverable. You further agree that Neverless will not have any responsibility or liability for any losses, unrealised gains, damages, expenses, or other harm that you may incur in connection with such forfeiture.
Remedies
1. No failure to exercise or delay in exercising any right or remedy under this Agreement will constitute a waiver of such right or remedy, and no single or partial exercise of any right or remedy under this Agreement will preclude or restrict any further exercise of such right or remedy. The rights and remedies contained in this Agreement are cumulative and not exclusive of any rights and remedies provided by law.
2. The exercise of any right or remedy under this Agreement will not preclude Neverless from exercising that right or remedy again (or in full if it was previously only exercised in part) or from exercising any other right or remedy Neverless has under this Agreement, or any other agreement in place between you and Neverless, or otherwise. Neverless’s rights and remedies under this Agreement are not exclusive of any provided by law or otherwise.
Electronic Communication Recordings
1. Neverless may record, monitor, and retain any forms of electronic communications with you. You are advised that recordings of communications may be used as evidence in the event of a dispute or upon request by the relevant regulatory authorities. You agree to accept these as evidence of your orders, instructions, or any other conversations which are relevant to those orders or instructions, or the ongoing provision of services. Neverless may use recordings or transcripts of recordings for any purpose which it deems desirable, to the extent permitted by applicable law. Any personal data contained within the recordings or transcripts may be used as permitted under the Privacy Policy.
Communications; Consent to Electronic Delivery
1. This Agreement with you and all Communications will be in English. Any translation of this Agreement or Communications is provided for your convenience only and may not accurately represent the information in the original English. In the event of any inconsistency, the English language version of this Agreement or Communication, as applicable, shall prevail. 'Communications' means any and all communications, notices, disclosures, and other materials related to your Account or this Agreement, including account statements, trade confirmations, tax-related documents, notices, legal disclosures, regulatory communications, and other information, documents, data and records regarding your Account, this Agreement (including any amendments), and the Services, whether provided by Neverless or an affiliate. By agreeing and accepting the terms of this Agreement, you confirm that you have knowledge of the English language which is sufficient for you to be able to use the Neverless Platform, fully understand the terms of the Agreement and any other documents that form the Agreement between us as well as any other information and materials sent by Neverless or made available to you by Neverless.
2. You agree to the electronic delivery of Communications:
  1. By agreeing to electronic delivery, you are providing your informed consent to electronic delivery of all Communications.
  2. Your consent to receive electronic delivery of Communications will be effective immediately and will remain in effect unless you revoke it. Any Communication received prior to processing of a revocation shall continue to be valid and effective.
  3. In order to receive electronic deliveries, you must have access to a computer or mobile device with internet access, a valid email address, and the ability to download such applications as Neverless may specify and to which you have access.
  4. By entering into this Agreement, you agree (i) to all conditions outlined above with respect to electronic delivery of any Communication, and (ii) that you have carefully read the above information regarding informed consent to electronic delivery.
3. The primary methods of communicating about your Account include:
  1. posting on the website or providing information via the App (including any alerts that a Communication has been posted to the Platform and is available for viewing);
  2. sending emails to your email address of record; or
  3. to the extent required by applicable law, providing you with notice(s) that will direct you to the Platform.
4. Unless otherwise required by applicable law, Neverless and its affiliates reserve the right to post Communications on the Platform without providing notice to you. Further, Neverless and its affiliates reserve the right to send Communications to your postal or email address of record or via the App or website. You agree that all Communications provided to you in any of the foregoing manners is considered delivered to you personally when sent or posted on the Platform, whether you receive it or not.
5. All email notifications regarding Communications will be sent to your email address of record. You agree to maintain the email address you have provided to Neverless until you provide a new one, and you agree to immediately notify Neverless of a change in your email address. Email messages may fail to transmit promptly or properly, including being delivered to a spam folder. It is your sole responsibility to ensure that any email from Neverless or its affiliates are not marked as spam. Regardless of whether or not you receive an email notification, you agree to check the Platform regularly to avoid missing any information, including time-sensitive or otherwise important communication.
6. The Internet is not a secure network, and communications transmitted over the Internet may be accessed by unauthorised or unintended third parties. You agree that you will not send any confidential information, including Account username or passcode, in any unencrypted emails. You also agree to hold Neverless and its affiliates, and their respective officers and employees harmless for any such access provided that Neverless or its affiliates are not in any way responsible for providing.
7. You expressly consent and agree that we may provide certain information to you by way of a durable medium other than paper (such as within the App).
8. You expressly consent and agree that we may provide certain information not personally addressed to you by way of our website or such other website as you are notified of by us from time-to-time.
Assignment
1. Neverless may, at any time, assign, or transfer any of its rights or obligations under this Agreement and all or any of the functions under this Agreement to a third party to the extent permitted by applicable law.
2. If you object to any assignment made under this Section, you may terminate this Agreement with immediate effect by providing Neverless with written notice.
3. This Agreement shall bind your heirs, assigns, executors, successors, and legal representatives. You may not assign this Agreement or any rights or obligations under this Agreement without first obtaining Neverless’s prior written consent.
Amendment
1. Neverless may from time to time change or supplement this Agreement at any time by notifying you that the revised Agreement has been posted on the Platform or by providing a copy of it to you. Notice of a change to this Agreement that will have immediate effect and you will be deemed to accept and agree to the changes if you continue to use the Services. Your continued access and/or use of the Services shall constitute an affirmative acknowledgement by you of the amendments and shall be deemed to be your acceptance of the revised Agreement. If you do not agree with any such modification, you should close your Account and cease using the Services before the notice period expires.
2. Copies of the most up-to-date version of the Agreement, as well as historic versions, will be made available on the Platform at all times.
Marketing and Promotional Programmes
1. You understand all promotions which Neverless offers will have specific terms and conditions which apply to that promotion. Neverless can change, or stop providing a promotion, in accordance with the terms and conditions of that promotion. Further, you understand that any such promotions may have significant limitations on eligibility or rewards.
Third Party Information; Educational Content
1. Neverless or its affiliates may make available certain content or information which may include market prices for financial instruments or crypto-assets, quotes from Market Actors, news, articles, commentary, research, links to outside websites, and other information accessible through the Platform (collectively, 'Third Party Information'). Third Party Information may be prepared by third parties and independent external providers not affiliated with Neverless or any affiliates. If Third Party Information is provided or made available to you, this does not grant you any rights over or in the Third Party Information. You may not and agree that you will not distribute, reproduce, sell, or otherwise commercially use the Third Party Information in any manner. Neverless may terminate your access to the Third Party Information at any time.
2. Third Party Information, including any pricing and other market information that Neverless makes available, may appear and be used with a time delay. Third Party Information is provided or made available on an 'as is' and on an 'as available' basis and should not be considered as any form of advice or recommendation for you or your Account. Your use of any Third Party Information is at your own risk. We do not make any warranty of any kind, express or implied, regarding the Third Party Information or the accuracy, completeness, timeliness, or otherwise of the Third Party Information.
3. Any views expressed in Third Party Information are not the views of Neverless and its affiliates. Neverless and its affiliates are not responsible for any third-party website or anything contained on or connected with any third-party website.
4. Neverless may choose to provide you with educational content about financial instruments and crypto-assets. The topics covered may include general insights and research, and educational materials. This information is not tailored to individual users and is not provided based on your specific financial, investment, tax, legal or educational circumstances or needs. This information is not, is not intended to be and should not be considered financial, investment, tax, legal or trading advice or a recommendation of any kind.
Force Majeure
1. Neverless will not be liable for any losses you may suffer directly or indirectly because of or resulting directly or indirectly from anything beyond Neverless’s reasonable control to prevent, including, without limitation, war, insurrection, riots, civil or military conflict, sabotage, acts of terrorism, labour unrest, strike, lock-out, earthquakes, hurricanes, fire, water damage, acts of God, accident, explosion, mechanical breakdown, failure of interconnecting and operating systems, computer viruses, cyber attack, forces of nature, disease, epidemics or pandemics, labour disputes, and armed conflicts, computer or system failure, failure or malfunction of equipment, communications, or media, interruption of power supplies, any change of law, currency restrictions, devaluations and exchange rate fluctuations, market conditions or infrastructure affecting the execution or settlement of transactions or the value of assets, or the failure of a relevant exchange, counterparty, clearing house, broker, banker or custodian to perform for any reason.
Governing Law and Dispute Resolution
1. The construction, validity, and performance of this Agreement, as well as any rights, obligations, claims, or disputes arising from it, shall be governed in all respects by the laws of Spain, without recourse to conflict of laws rules, regardless of the venue or jurisdiction in which a dispute arises. Legal action under the terms of this Agreement shall solely be brought in the courts of Spain.
Event of Death
1. It is agreed that in the event of your death, the representative of your estate shall, within a reasonable timeframe, give Neverless written notice of your death, and Neverless may, before or after receiving such notice, take such proceedings, require such papers and inheritance or estate tax waivers, retain such portion of, or restrict transactions in your Account as Neverless may deem advisable to protect themselves, respectively, against any tax, liability, penalty or loss under any present or future laws or otherwise. Notwithstanding the above, in the event of your death, all open orders shall be cancelled, but Neverless shall not be responsible for any action taken on such orders prior to the actual receipt of notice of death. Further, Neverless may in its own discretion close out your Account in accordance with the terms of this Agreement without awaiting the appointment of a personal representative for your estate and without demand upon or notice to any such personal representative. Your estate shall be liable for any net debit balance or loss in your Account in any way resulting from the completion of transactions initiated prior to the receipt by Neverless of the written notice of the death of the decedent or incurred in the liquidation of the Account and for all other obligations pursuant to this Agreement. Such notice shall not affect Neverless’s rights under this Agreement to take any action that they could have taken if you had not died.
Inactive and Dormant Accounts
1. If your Account is inactive or dormant for more than 2 years, you understand and acknowledge that Neverless shall have the right to unilaterally terminate this Agreement and close your Account following the provisions set forth in Section 16.
Client Feedback; Client Service
1. If you have any feedback or questions, please contact us directly at care@neverless.com.
Miscellaneous
1. The heading of each provision in this Agreement is for descriptive purposes only and will not be (1) deemed to modify or qualify any of the rights or obligations set forth herein or (2) used to construe or interpret any of the provisions of this Agreement. Whenever the words 'include', 'includes' or 'including' are used in this Agreement, they will be deemed to be followed by the words 'without limitation.' When a reference is made in this Agreement to a Section, such reference shall be to a Section of this Agreement unless otherwise indicated. The word 'or,' when used in this Agreement, has the inclusive meaning represented by the phrase 'and/or.' Unless the context of this Agreement otherwise requires, words using the singular or plural number also include the plural or singular number, respectively. References to any law shall be deemed to refer to such law as amended from time to time and to any rules or regulations promulgated thereunder. Any references to 'days' in this Agreement are calendar days unless indicated otherwise.
2. If any provisions or conditions of this Agreement are or become inconsistent with any present or future law, rule, or regulation of any applicable government, regulatory or selfregulatory agency or body, or are deemed invalid or unenforceable by any court of competent jurisdiction, such provisions shall be deemed rescinded or modified, to the extent permitted by applicable law, to make this Agreement in compliance with such law, rule or regulation, or to be valid and enforceable, but in all other respects, this Agreement shall continue in full force and effect.
3. Neverless’s failure to insist at any time upon strict compliance with any term contained in this Agreement, or any delay or failure on such entities’ parts to exercise any power or right given to them in this Agreement, or a continued course of such conduct on either of these entities’ parts, shall at no time operate as a waiver of such power or right, nor shall any single or partial exercise preclude any other further exercise. All rights and remedies given to Neverless in this Agreement are cumulative and not exclusive of any other rights or remedies to which either or both such entities are entitled.
4. Neither the website nor the App shall be considered a solicitation for or offering of any investment product, investment or ancillary service, to any person in any jurisdiction where such solicitation or offering would be illegal.

Schedule A: Reception and Execution of Orders for Crypto-Assets

Reception and Execution of Orders for Crypto-Assets
1. As part of our Services, you can buy and sell crypto-assets through the Platform. The crypto-assets we offer for trading may change from time to time. You can see the current list of crypto-assets available to trade on the Platform.
2. Your orders to buy or sell crypto-assets which you place with us may be executed by Neverless as a broker using a liquidity provider or market-maker which is not considered as a trading platform under MiCA Regulation. Such method of order execution is known as ‘execution outside a trading platform’ and it may expose you to heightened market risks, including liquidity risk, volatility risk, and increased slippage risk. BY ACCEPTING THE TERMS OF THIS AGREEMENT, YOU CONSENT TO THE EXECUTION OF YOUR ORDERS OUTSIDE A TRADING PLATFORM, AS DESCRIBED IN THIS CLAUSE.
3. Neverless may in its sole discretion terminate support for any particular crypto-asset. If you do not sell such crypto-asset before Neverless terminates its support for such cryptoasset, then Neverless may, in its discretion, arrange for any such crypto-assets held in your Account to be liquidated at current market prices and arrange for any proceeds, minus transaction costs for such liquidation to be transferred via one of your withdrawal methods.
4. You acknowledge and understand that there are substantial risks involved in trading and holding crypto-assets. By using the Services to trade crypto-assets, you agree you have read and understand crypto-asset risk disclosures set forth in our website.
Order Handling
1. You may give Neverless instructions to enter into a contract to buy or sell crypto-assets by electronic means using the Platform. You are responsible for all orders entered on the Platform, where the platform has been accessed using your phone number and passcode, except in cases of Neverless’s negligence, fraud, or willful default, or where Neverless is responsible under applicable law.
2. Neverless allows the following types of crypto-assets orders to be placed on the Platform:
  1. Market: An order to buy or sell a crypto-assets immediately at the price currently quoted in the mobile application for a given quantity.
  2. Limit: An order to buy or sell a crypto-asset when the firm quotes provided by Neverless match the client’s desired price. The exchange is subject to the condition that the firm quotes provided by Neverless match the client’s desired price.
  3. Stop: An order that becomes a market instruction once the market mid price reaches the specified stop price. A stop instruction is typically used to limit losses. The exchange is subject to the condition that the mid price quotes provided by Neverless match the client’s desired stop price.
  4. Scheduled: An order to perform an exchange at a fixed time in the future or at a recurring cadence (e.g. daily, weekly, monthly) using the firm quote made by the company at that time.
3. We may, in our reasonable discretion, refuse to accept any order or instruction from you or we may accept your order subject to certain conditions or we may, acting reasonably, refuse to proceed with an order that we have accepted (including but not limited to situations where we are unable to execute your order due to restrictions with our executing brokers or other third parties, trading venues or due to unusual market conditions). If we do this, we will make all reasonable efforts to facilitate sales and notify you in writing unless we are prevented from doing so by law.
4. Orders may be executed after acceptance by us. In some situations, we may provide a partial fill of an order as an alternative to outright rejection. If an order can only be executed partially due to various reasons or applicable limits, we are authorised but not obliged to execute that part of the transaction.
5. By placing an order for the purchase of crypto-assets, you agree that you will have sufficient funds in your Account on the date when you are required to make the payment to settle the transaction. When you place an order, we shall exercise our best efforts to calculate the maximum amount of Available Funds that you can spend on this order and add a reasonable percentage above the current market price to cover market price changes ('Total Order Blocked Funds'). The Total Order Blocked Funds will be blocked and will not form part of Available Funds. Upon execution of the relevant Order any residual funds of the Total Order Blocked Funds will be returned to your Available Funds. We shall not accept an order even if there are not sufficient funds at the point of placing, and it is your sole responsibility to make sure that you have sufficient Available Funds in your Account to cover the Total Order Blocked Funds.
6. You acknowledge and accept that there may be a delay in the execution of an order because all orders are executed strictly by reference to time of receipt.
7. You acknowledge and accept that:
  1. we do not guarantee a fixed price for execution, except for Limit Orders;
  2. for each Transaction, you shall receive a quote from the Platform. The quote shall only be valid until replaced by a new one, which shall happen automatically on the Platform;
  3. all quotes displayed on our Platform are only indicative; and
  4. due to price movement, the actual execution price may differ.
8. You can place an Order as long as the value of the order does not exceed Available Funds in your account. Regardless of this, you can still end up with a negative balance on your Account in cases of sudden market volatility, where the price would drastically change between the time of placing the order and its execution. This is commonly referred to as 'Order slippage'. Should such a change occur, and your obligation to settle exceeds your Available Funds, you will remain liable to settle the transaction in full. If a transaction will result in a negative balance in your Account, you instruct us to attempt to sell the part of your position that results in a negative balance to prevent a negative balance on your Account — we will do this on a best-effort basis.
9. When you place a buy order, we will use the assets to be invested to cover both the price of the crypto-assets(s).
10. You accept that some crypto-assets have small market capitalisation and are highly illiquid, which may cause delays in executing orders in such crypto-assets. In these circumstances, you agree that we will process your order as soon as is reasonably possible. We will not be liable for any financial losses, perceived or actual, that you may suffer as a result of these delays.
11. We may temporarily or permanently, at any time and at our sole reasonable discretion, place restrictions and other limits on the minimum and/or maximum size of any order or position in any crypto-asset. Such limits will be imposed as a result of considerations including, but not limited to, market conditions and/or an assessment of our risk and/or compliance departments. In such an event, we will exercise our best efforts to inform you as quickly as possible by email or through our Platform. Nevertheless, it is your responsibility to monitor your Account and be informed about the current size limits imposed on orders that you may want to execute.
12. When a trade order is entered, the notional asset of the purchase will be deducted from the available balance in your Account along with any associated fees for such order, if applicable. Deducted value may be returned to your Account if the order expires, is cancelled, or the executed value is less than the amount deducted.
13. If you do not understand the order types and limitations applicable to the Platform and your Account, please request further assistance, or take independent advice. Please do not place any orders if you do not understand these order types and limitations.
14. You understand that all orders for the purchase of crypto-assets given for your Account will be executed in reliance on your promise that an actual purchase is intended, and that Neverless reserves the right to require full payment in cleared funds prior to the acceptance of any order. You understand that you are not permitted to place a crypto-assets buy order with Neverless, unless you have enough assets available in your Account to satisfy your order.
15. You agree that it is your responsibility to cancel any order that you do not want to be filled. You understand that you may not be able to cancel an order prior to its filling, that an order cannot be cancelled or reversed once it is filled, and that Neverless is not liable to you for the completion of an order after you have submitted a cancellation request. You acknowledge and agree that, as a result of the fact that transactions in crypto-assets are not reversible once they have been initiated and due to the fluctuating nature of prices of crypto-assets, you will not have any right of withdrawal from a crypto-asset order once that order has been executed on the Platform, whether under this Agreement, or under law or regulation.
16. You understand that any order for crypto-asset placed through the Services that is subsequently filled will result in your Account being promptly credited the amount of such crypto-asset. You understand you can view your balance of crypto-assets in your Account on the Platform.
17. You agree and understand that Neverless does not guarantee that any order that you place will be filled. You agree that Neverless will have no obligation to execute a trade order that conflicts with applicable law or this Agreement. You further agree and understand that Neverless reserves the right to cancel any order or part of an order if such order was placed during a scheduled or unscheduled Neverless downtime or is nonmarketable. Further, you understand that Neverless may implement certain risk controls to assist in minimising adverse market impact. This may result in your order being queued and/or cancelled.
18. You understand that the method, counterparty, liquidity provider or market-maker used for the execution of any order that you place shall be determined by Neverless in its sole good faith discretion.
19. The Platform contains further information regarding order types and limitations, which you agree to read and understand before placing orders.
Fees and Costs
1. Please refer to Section 7 of the Agreement for more information on fees and costs which apply to all transactions on the Platform.
2. If you sell crypto-assets, the consideration for the transaction, less commission and all applicable charges and taxes, will be available on your Account for reinvestment or to withdraw it from your Account once the transaction has settled.
Limitation of Liability
1. Please refer to Section 13 of the Agreement for information on the general limitations of liability when you use our Services to trade crypto-assets.
Risks
1. You acknowledge and agree that trading, holding, and investing in crypto-assets involves significant risk and may result in substantial financial losses. Trading crypto-assets is not suitable for all investors and should only be undertaken by those who fully understand the nature of the products and the extent of their exposure to risk.

Schedule B: Passive Rewards

Passive Rewards Account
1. As part of our Services, your eligible crypto-assets receive Passive Rewards, a service through which Neverless may automatically place some or all of your eligible crypto-assets with third-party entities, platforms, protocols or other similar undertakings for the purpose of generating rewards. By holding such eligible crypto-assets in our Platform, you agree to be bound by the terms of this Schedule B.
2. To receive Passive Rewards you must have an Account in good standing, have completed identity verification, and hold a minimum balance of eligible crypto-assets as published on the Platform.
Neverless Strategies Account
1. Neverless Strategies Account is an account Neverless provides to you on its Platform to which you can transfer your eligible crypto-assets for the purpose of generating rewards.
Rewards
1. Not all crypto-assets are eligible for Passive Rewards. The current list of eligible crypto-assets is published on the Platform and is subject to change at any time. Neverless may add or remove eligible crypto-assets at any time.
2. Neverless will credit rewards to your Passive Rewards Account or Neverless Strategies Account in accordance with the reward rate published on the Platform. Rewards will compound and we will aim to pay them on a daily basis. Unless you withdraw your eligible crypto-assets from the Platform or withdraw out of your Neverless Strategies Account, rewards earned will be reinvested automatically.
3. The reward rate is variable and is determined by Neverless based on various considerations including market conditions, demand and supply of particular crypto-assets, and the returns generated by third-party platforms and protocols. Neverless does not guarantee any particular reward rate.
4. Rewards are not guaranteed. Neverless does not promise that you will earn any rewards, and the reward rate may be reduced to zero in certain circumstances, including where the costs associated with placing crypto-assets with third-party platforms and protocols exceed the returns generated.
5. Rewards will accrue from the day after the eligible crypto-assets are transferred into your Passive Rewards Account or Neverless Strategies Account. You will not receive rewards on any eligible crypto-assets that are withdrawn on the day of withdrawal.
Withdrawals
1. You may request a withdrawal of crypto-assets from your Passive Rewards Account or Neverless Strategies Account at any time by withdrawing from your Neverless Strategies Account or by withdrawing your eligible crypto-assets from the Platform. Once you submit a withdrawal request, your crypto-assets will be returned promptly. For large amounts, this may take up to 7 days or longer as may be required by operational considerations.
2. Early withdrawal from Neverless Strategies Account may be subject to fees. Any applicable fees will be disclosed in the Pricing Schedule available on our website.
3. Neverless may, in its sole discretion, decline or delay withdrawal requests for reasons including but not limited to compliance requirements, liquidity concerns, regulatory obligations, or operational constraints.
Consent to Use of Crypto-assets
1. You explicitly authorise Neverless, as intermediary and on your behalf, to place, lend, pledge, re-pledge, hypothecate, rehypothecate, invest, or otherwise transfer crypto-assets that are held in your Passive Rewards Account or Neverless Strategies Account to third-party platforms and protocols, in whole or in part, in order to generate rewards for you and facilitate instant execution of your exchange orders. Neverless may commingle your crypto-assets with those of other users when placing them with third-party platforms and protocols.
2. You acknowledge and agree that:
  1. during the period your crypto-assets are placed with third-party platforms and protocols, you may not be able to exercise all ownership rights over them;
  2. if a third-party platform or protocol fails to honour its obligations to Neverless, you may not be able to recover your crypto-assets; and
  3. Neverless may receive compensation from third-party platforms and protocols in administering your crypto-assets, to which you have no claim.
  4. your Passive Rewards Account and Neverless Strategies Account are not current, checking, savings or other forms of bank accounts, and are not covered by insurance against losses. Neverless is not a deposit taking institution.
Risks
1. Neverless Passive Rewards Account and Neverless Strategies Account are not investment programmes. Your rewards are generated through the placement of your eligible crypto-assets with third-party platforms and protocols and are not guaranteed. You acknowledge and accept that:
  1. Third-party platform risk. Neverless places your crypto-assets with third-party platforms and protocols over which it has no control. If a third party suffers a breach, insolvency, or otherwise fails to return crypto-assets to Neverless, your crypto-assets may be lost in whole or in part. Neverless cannot guarantee third-party platforms’ and protocols’ performance or continued solvency.
  2. Reward rate risk. The reward rate is variable and may decrease to zero. Past reward rates are not indicative of future rates.
  3. Liquidity risk. You may not be able to access your crypto-assets immediately upon request, particularly where a Minimum Holding Period applies or where Neverless has suspended withdrawals due to extraordinary circumstances.
  4. Regulatory risk. Changes in laws or regulations applicable to Neverless or third-party platforms and protocols may adversely affect Neverless’ ability to offer rewards on your eligible crypto-assets or to return crypto-assets of your Neverless Strategies Account or Passive Rewards Account.
Fees
1. The reward rate displayed on the Platform is net of any potential Neverless’ fee. Please refer to the Pricing Schedule on our website for further details.
Limitation of Liability
1. Please refer to the general limitation of liability provisions in the Agreement. In addition, Neverless shall not be liable for any loss of crypto-assets or rewards arising from the acts or omissions of third-party platforms and protocols, including in the event of insolvency or failure to return crypto-assets to Neverless.

Schedule C: Custody and Administration of Crypto-Assets

Custody and Administration Services
1. We provide you with custody and administration services for crypto-assets in connection with your use of the Account (“Custody Service”). The Custody Service allows you to securely store your crypto-assets with us once you purchase crypto-assets on the Platform or otherwise receive crypto-assets to your Account.
2. Neverless acts as custodian for the crypto-assets held in your Account. You agree that your crypto-assets may be commingled and treated as fungible with the crypto-assets owned by other Neverless customers.
3. Please refer to Section 16 of the Agreement for more information on return of crypto-assets in the event of termination of your Account. Your crypto-assets can be withdrawn at any time pursuant to a Send Transaction, subject to any limitations set forth in Schedule D or the Agreement.
4. You can view your Account’s balance and manage your crypto-assets at any time via the Platform.
Security Disclosure
1. You understand and acknowledge that Neverless does not own or control the software, protocols, or databases underlying the crypto-asset networks and other digital asset networks and that you make no guarantees regarding the security, functionality, or availability of such networks. In general, the underlying software, protocols, and databases are public and open source and anyone can use, copy, modify, and distribute them. You agree and understand that:
  1. we are not responsible for the operation of the underlying protocols; and
  2. we make no guarantees regarding their security, functionality, or availability.
Fees and Costs
1. Please refer to Section 7 of the Agreement for more information on fees and costs which apply to the Custody Service.
Title and Rights to Crypto-assets
1. Title to crypto-assets in your Account shall at all times remain with you and shall not transfer to Neverless or any affiliate. As the owner of crypto-assets in your Account, you bear all risk of loss of value of such crypto-assets and Neverless shall have no liability for fluctuations in the fiat currency value of crypto-assets held in your Account. You may request Send Transactions of your crypto-assets at any time, subject to the terms provided in Schedule D. The ownership and control of your crypto-assets remain with you, and we are only responsible for holding and securing those crypto-assets on your behalf.
Liability for the Loss of Crypto-Assets under Custody
1. Please refer to Section 13 of the Agreement for information on the general limitations of our liability when you use the Custody Service, and in particular Section 13.5.
Forks
1. You understand and acknowledge that third parties may from time to time create a copy of a crypto-asset network and then implement changes in operating rules or other features (“Forks”) that may result in more than one version (each, a “Forked Network”), and that such Forks may materially affect the value of the crypto-assets or other digital assets you hold. In the event of a Fork, you agree and understand that Neverless may temporarily suspend the Services with respect to trading crypto-assets without advance notice to you while Neverless determines in its sole discretion which Forked Networks to support.
2. You agree and understand that Neverless may determine, in its sole discretion, not to support a Forked Network and that you have no right, claim, or other privilege to any cryptoasset or other digital asset on such unsupported network (“Forked Assets”). You understand and agree that Neverless may, in its sole discretion, determine the approach to such Forked Assets, which approach may include abandoning or otherwise electing not to support such Forked Assets as part of the Services.
3. You acknowledge and accept the risks of operating changes to crypto-asset protocols and agree that Neverless is not responsible for such operating changes and not liable for any loss of value you may experience as a result of such changes in operating rules. You acknowledge and accept that Neverless has sole discretion to determine its response to any operating change and that we have no responsibility to assist you with unsupported crypto-assets or protocols. You further acknowledge and accept that Neverless has no responsibility to support new Forked Networks or operating changes for crypto-assets.

Schedule D: Crypto Transfers Services

Crypto Transfer Services; Crypto Transfer Services Enrolment
1. By enrolling in Crypto Transfer Services, you may transfer crypto-assets from external crypto-asset wallets to your Account (“Receive Transactions” or “Receive”) or from your Account to external crypto-asset wallets (“Send Transactions” or ”Send” and together with Receive Transactions, “Crypto Transfers”).
2. Crypto Transfers are processed 24/7/365, subject to network availability or service disruptions. Neverless does not have a set cut-off time for Crypto Transfers. The execution of the Crypto Transfer depends on the underlying crypto-asset network, as described in Section 4 of this Schedule D.
3. The crypto-assets we offer for Crypto Transfer Services may change from time to time. You can see the current list of crypto-assets available to transfer in our mobile application.
4. You understand enrollment in Crypto Transfer Services may require additional requirements, including enabling multi-factor authentication using a compatible third-party authenticator application (the “Enrollment Requirements”). If your enrollment is deactivated, you understand that you may need to complete the Enrollment Requirements again to enable Send and Receive functionality.
5. Please refer to Schedule C for more information on custody of crypto-assets on the Platform.
6. In the course of a Crypto Transfer, Neverless is obliged to request certain information from you in order to comply with applicable AML/CTF laws (e.g. name and address of originator or beneficiary, wallet address). If you do not provide the requested information or if Neverless considers the information provided to be inadequate/insufficient, Neverless may decline your respective Crypto Transfer request.
Receive Transactions
1. You may request that Neverless provide you a Neverless wallet address (the “Receiving Wallet Address”) to which you may transfer crypto-assets from your external crypto-asset wallet to your Account. Receive Transactions will be credited to your Account subject to internal risk and compliance checks and once the transaction has received the required number network confirmations, which Neverless shall determine in its sole discretion. You understand that the amount of crypto-asset credited to your Account following a Receive Transaction will be net of any network fees you have paid to facilitate the transaction and that, until the crypto-asset has been credited to your Account, it will not be available for use in your Account.
2. You recognize that you are solely responsible for confirming the accuracy of the information required to initiate Receive Transactions, including ensuring that you are transferring supported crypto-asset to your Account, that you have correctly input the Receiving Wallet Address and any memo and/or destination tag (if applicable) for such Receiving Wallet Address, and that the Receive Transaction otherwise conforms to the requirements of the applicable Receiving Wallet Address.
3. You understand that Receive Transactions cannot be reversed once they have been broadcast to the applicable crypto-asset network, and you agree that Neverless will not be liable to you in the event you attempt to transfer unsupported crypto-asset to your Account, input the Receiving Wallet Address incorrectly and/or fail to include the tag, memo and destination (if applicable) for such Receiving Wallet Address, or you attempt to send supported crypto-asset to an incompatible Receiving Wallet Address. You further understand and agree that any erroneously sent, unsupported crypto-asset may be lost to you and that Neverless is not liable to you for such loss, nor has any duty or obligation to attempt to retrieve unsupported crypto-asset on your behalf. Without limiting the foregoing, you understand and agree that Neverless may, in its sole discretion, liquidate any erroneously sent crypto-assets into fiat currency and that Neverless is not liable for any loss incurred for such liquidation.
4. You understand and agree that Neverless, in its sole discretion, may cancel or refuse to process any Receive Transaction that has not been credited to your Account as required by law, regulation, court, or any other regulatory authority to which Neverless is subject. Neverless may also refuse to process a Receive Transaction in the event you fail to provide any required information under Section 1.6 of this Schedule D.
Send Transactions
1. You may initiate Send Transactions executed by Neverless at your direction to an external wallet address (the “Recipient Wallet Address”). You understand that the amount of crypto-asset credited to the Recipient Wallet Address following a Send Transaction will be net of any network fees to facilitate the transaction (as further described in Section 4 of this Schedule D). Send Transactions will be recognised by Neverless, and your Account balance will be updated accordingly, once the transaction has been successfully submitted to the relevant crypto-asset network.
2. You understand and agree that you are solely responsible for confirming the accuracy of the information required to initiate Send Transactions, including ensuring that the Recipient Wallet Address and other required information is correct and that the Recipient Wallet Address supports the crypto-asset you are sending to it.
3. You understand that Send Transactions cannot be reversed once they have been broadcast to the applicable crypto-asset network and that failing to verify the accuracy or compatibility of the Recipient Wallet Address may result in your transaction not being completed or being received by an unintended party. You understand and agree that Neverless will not be liable to you for Send Transactions you direct to an incorrect wallet address and/or you fail to include the tag, memo and destination (if applicable) and that Neverless has no duty or obligation to attempt to retrieve crypto-asset that has been sent to unintended recipients or that was otherwise not received by the Recipient Wallet Address based upon your error.
4. You further understand that Neverless considers Send Transactions complete and final once they have been submitted to the applicable crypto-asset network and therefore Neverless is not liable to you for any delays, failures to process or failures to receive crypto-asset associated with a Send Transaction after it has been successfully submitted.
5. You further understand and acknowledge that Neverless may refuse to process or may cancel pending Send Transactions in its sole discretion, and/or as required by law, regulation, courts or any other regulatory authority to which Neverless is subject, if:
  1. the Recipient Wallet Address, other identifier or mandatory information, if required, entered by you in the order is not valid;
  2. we are obliged to do so under our internal compliance guidelines and procedures or applicable law;
  3. the crypto-assets balance in your Account is insufficient to cover the Send Transaction amount and applicable network fees; or
  4. the Send Transaction would exceed any applicable limits applied to your Account in accordance with Section 6.1 of this Schedule D. Neverless may also refuse to process a Send Transaction in the event you fail to provide any required information under Section 1.6 of this Schedule D.
6. In the case your Send Transaction has been rejected or suspended, Neverless will inform you of the reason, unless prohibited by applicable law.
7. Network fees are generally non-refundable once the Send Transaction is transmitted to the applicable crypto-asset network.
Network Fees
1. Please refer to Section 7 of the Agreement for more information on fees and costs which apply to all transactions on the Platform.
2. Each cryptoasset network may charge network or miner’s fees in order to process Send Transactions and Receive Transactions on the relevant crypto-asset network. In advance of initiating a Send Transaction, Neverless will provide you an estimate of the network fees required for the relevant crypto-asset network to process your transaction within a reasonable amount of time, as determined solely by Neverless (the “Estimated Network Fees”).
3. You understand that the Estimated Network Fees may vary depending on network congestion or other network issues, which are outside of Neverless’ control. You understand that you are responsible for paying the Estimated Network Fees in connection with any Send Transaction. You further understand that you are responsible for paying any network fees associated with Receive Transactions and that the amount credited to your Account following the completion of a Receive Transaction will also be net of any network fees paid to facilitate the transaction.
Network Confirmations
1. You understand and acknowledge that any Crypto Transfer is executed through the relevant crypto-asset network or blockchain protocol, and Neverless does not own or control the software, protocols, or databases underlying such crypto-asset networks. If a crypto-asset network is not operative at the time of the Crypto Transfer, execution is not possible.
2. A Crypto Transfer is deemed executed once the number of block confirmations required by the applicable crypto-asset network for such crypto-asset is reached. The number of confirmations needed vary depending on the applicable network conditions and the specific crypto-asset being transferred. Each crypto-asset network defines the maximum execution times until a Crypto Transfer must be included in a new block confirmation, which are outside of Neverless’ control.
3. You understand that, once a Crypto Transfer is submitted to a crypto-asset network, the transaction will be unconfirmed and remain in a pending state for a period of time sufficient to allow confirmation of the transaction by such crypto-asset network. A Crypto Transfer is not complete while it is in a pending state. Once the Crypto Transfer is visible on an external crypto-asset network, it is final and cannot be undone.
Restrictions and Transaction Limits
1. From time-to-time Neverless may impose limits on the amount of crypto-asset that you may Send or Receive in a single transfer or over the course of a set time period (“Transaction Limits”).
2. You understand that Neverless:
  1. will make best efforts to provide notice of these Transaction Limits via the Platform or other modes of communication, but Neverless has no obligation to directly inform you in advance of imposing any such Transaction Limits or modifications thereto;
  2. may impose specific Transaction Limits upon you in light of restrictions imposed on your Account; and
  3. may do so without prior notice to you. You further understand that you are solely responsible for ensuring that your Account is in good standing prior to seeking to initiate any Send or Receive Transaction.
Limitation of Liability
1. If you have reasons to suspect that there was an unauthorised or incorrectly initiated Crypto Transfer, you need to report this as soon as possible to Neverless. Please refer to Section 10 of the Agreement for more information on your obligations to review all Crypto Transfer confirmations.
2. Please refer to Section 13 of the Agreement for information on the general limitations of liability when you use our Crypto Transfer Services.

Schedule E: Reception and Execution of Orders for Commodities

Reception and Execution of Orders for Commodities
1. As part of our Services, you can buy and sell commodities through the Platform. The commodities we offer for trading may change from time to time. You can see the current list of commodities available to trade on the Platform.
2. Neverless may in its sole discretion terminate support for any particular commodity. If you do not sell such commodity before Neverless terminates its support for such commodity, then Neverless may, in its discretion, arrange for any such commodity held in your Account to be liquidated at current market prices and arrange for any proceeds, minus transaction costs for such liquidation to be transferred via one of your withdrawal methods.
3. You acknowledge and understand that there are substantial risks involved in trading and holding commodities. By using the Services to trade commodities, you agree you have read and understand commodities risk disclosures set forth in our website.
Order Handling
1. You may give Neverless instructions to enter into a contract to buy or sell commodities by electronic means using the Platform. You are responsible for all orders entered on the Platform, where the platform has been accessed using your phone number and passcode, except in cases of Neverless’s negligence, fraud, or willful default, or where Neverless is responsible under applicable law.
2. Neverless allows the following types of commodity orders to be placed on the Platform:
  1. Market: An order to buy or sell a commodity immediately at the price currently quoted in the mobile application for a given quantity.
  2. Limit: An order to buy or sell a commodity when the firm quotes provided by Neverless match the client’s desired price. The exchange is subject to the condition that the firm quotes provided by Neverless match the client’s desired price.
  3. Stop: An order that becomes a market instruction once the market mid price reaches the specified stop price. A stop instruction is typically used to limit losses. The exchange is subject to the condition that the mid price quotes provided by Neverless match the client’s desired stop price.
  4. Scheduled: An order to perform an exchange at a fixed time in the future or at a recurring cadence (e.g. daily, weekly, monthly) using the firm quote made by the company at that time.
3. We may, in our reasonable discretion, refuse to accept any order or instruction from you or we may accept your order subject to certain conditions or we may, acting reasonably, refuse to proceed with an order that we have accepted (including but not limited to situations where we are unable to execute your order due to restrictions with our executing brokers or other third parties, trading venues or due to unusual market conditions). If we do this, we will make all reasonable efforts to facilitate sales and notify you in writing unless we are prevented from doing so by law.
4. Orders may be executed after acceptance by us. In some situations, we may provide a partial fill of an order as an alternative to outright rejection. If an order can only be executed partially due to various reasons or applicable limits, we are authorised but not obliged to execute that part of the transaction.
5. By placing an order for the purchase of commodities, you agree that you will have sufficient funds in your Account on the date when you are required to make the payment to settle the transaction. When you place an order, we shall exercise our best efforts to calculate the maximum amount of Available Funds that you can spend on this order and add a reasonable percentage above the current market price to cover market price changes ('Total Order Blocked Funds'). The Total Order Blocked Funds will be blocked and will not form part of Available Funds. Upon execution of the relevant Order any residual funds of the Total Order Blocked Funds will be returned to your Available Funds. We shall not accept an order even if there are not sufficient funds at the point of placing, and it is your sole responsibility to make sure that you have sufficient Available Funds in your Account to cover the Total Order Blocked Funds.
6. You acknowledge and accept that there may be a delay in the execution of an order because all orders are executed strictly by reference to time of receipt.
7. You acknowledge and accept that:
  1. we do not guarantee a fixed price for execution, except for Limit Orders;
  2. for each Transaction, you shall receive a quote from the Platform. The quote shall only be valid until replaced by a new one, which shall happen automatically on the Platform;
  3. all quotes displayed on our Platform are only indicative; and
  4. due to price movement, the actual execution price may differ.
8. You can place an Order as long as the value of the order does not exceed Available Funds in your account. Regardless of this, you can still end up with a negative balance on your Account in cases of sudden market volatility, where the price would drastically change between the time of placing the order and its execution. This is commonly referred to as 'Order slippage'. Should such a change occur, and your obligation to settle exceeds your Available Funds, you will remain liable to settle the transaction in full. If a transaction will result in a negative balance in your Account, you instruct us to attempt to sell the part of your position that results in a negative balance to prevent a negative balance on your Account — we will do this on a best-effort basis.
9. When you place a buy order, we will use the assets to be invested to cover both the price of the commodity.
10. You accept that some commodities have small market capitalisation and are highly illiquid, which may cause delays in executing orders in such commodities. In these circumstances, you agree that we will process your order as soon as is reasonably possible. We will not be liable for any financial losses, perceived or actual, that you may suffer as a result of these delays.
11. We may temporarily or permanently, at any time and at our sole reasonable discretion, place restrictions and other limits on the minimum and/or maximum size of any order or position in any commodity. Such limits will be imposed as a result of considerations including, but not limited to, market conditions and/or an assessment of our risk and/or compliance departments. In such an event, we will exercise our best efforts to inform you as quickly as possible by email or through our Platform. Nevertheless, it is your responsibility to monitor your Account and be informed about the current size limits imposed on orders that you may want to execute.
12. When a trade order is entered, the notional asset of the purchase will be deducted from the available balance in your Account along with any associated fees for such order, if applicable. Deducted value may be returned to your Account if the order expires, is cancelled, or the executed value is less than the amount deducted.
13. If you do not understand the order types and limitations applicable to the Platform and your Account, please request further assistance, or take independent advice. Please do not place any orders if you do not understand these order types and limitations.
14. You understand that all orders for the purchase of commodities given for your Account will be executed in reliance on your promise that an actual purchase is intended, and that Neverless reserves the right to require full payment in cleared funds prior to the acceptance of any order. You understand that you are not permitted to place a commodities buy order with Neverless, unless you have enough assets available in your Account to satisfy your order.
15. You agree that it is your responsibility to cancel any order that you do not want to be filled. You understand that you may not be able to cancel an order prior to its filling, that an order cannot be cancelled or reversed once it is filled, and that Neverless is not liable to you for the completion of an order after you have submitted a cancellation request. You acknowledge and agree that, as a result of the fact that transactions in commodities are not reversible once they have been initiated and due to the fluctuating nature of prices of commodities, you will not have any right of withdrawal from a commodity order once that order has been executed on the Platform, whether under this Agreement, or under law or regulation.
16. You understand that any order for a commodity placed through the Services that is subsequently filled will result in your Account being promptly credited the amount of such commodity. You understand you can view your balance of commodities in your Account on the Platform.
17. You agree and understand that Neverless does not guarantee that any order that you place will be filled. You agree that Neverless will have no obligation to execute a trade order that conflicts with applicable law or this Agreement. You further agree and understand that Neverless reserves the right to cancel any order or part of an order if such order was placed during a scheduled or unscheduled Neverless downtime or is nonmarketable. Further, you understand that Neverless may implement certain risk controls to assist in minimising adverse market impact. This may result in your order being queued and/or cancelled.
18. You understand that the method, counterparty, liquidity provider or market-maker used for the execution of any order that you place shall be determined by Neverless in its sole good faith discretion.
19. The Platform contains further information regarding order types and limitations, which you agree to read and understand before placing orders.
Fees and Costs
1. Please refer to Section 7 of the Agreement for more information on fees and costs which apply to all transactions on the Platform.
2. If you sell commodities, the consideration for the transaction, less commission and all applicable charges and taxes, will be available on your Account for reinvestment or to withdraw it from your Account once the transaction has settled.
Limitation of Liability
1. Please refer to Section 13 of the Agreement for information on the general limitations of liability when you use our Services to trade commodities.
Risks
1. You acknowledge and agree that trading, holding, and investing in commodities involves significant risk and may result in substantial financial losses. Trading commodities is not suitable for all investors and should only be undertaken by those who fully understand the nature of the products and the extent of their exposure to risk.

Schedule F: Margin Trading

Definitions
1. The following terms used in this Schedule F have the meanings set forth below, unless otherwise defined herein:
  1. “Cross Margin Mode”: a type of Margin mode where any Margin assigned to your Account counts as Margin towards all positions held by that account. Margin Requirements for different contracts do not offset.
  2. “Equity” is equal to the sum of the value of:
    1. Margin assigned to your Account;
    2. unrealised profit or loss from open Margined Position.
  3. “Initial Margin Requirement” means the amount of Equity that is required, if one wishes to open a new Margined Position or to increase an existing one.
  4. “Margin” means the credit extended by Neverless to fund, in whole or in part, the opening and maintaining of positions in crypto-assets, or commodities.
  5. "Margin Balance" means the aggregate outstanding amount of Margin extended by Neverless to fund your Margined Positions, reduced by any repayments made, as reflected in your account at any given time.
  6. "Margin Interest Rate" means the annualised interest rate applied to the outstanding Margin balance in your account, as published by Neverless on the Platform.
  7. "Margined Position" means a position in crypto-assets, or commodities that has been opened or is being maintained, in whole or in part, using Margin.
  8. “Margin Requirements” means Initial Margin Requirement, Maintenance Margin Requirement. Margin Requirements are published on the Platform from time to time.
  9. “Maintenance Margin Requirements” means the amount of Equity that is required at all times to maintain an existing Margined Position. If Equity falls below this amount a Margined Position starts getting liquidated in accordance with Section 4 of this Schedule F.
Margin
1. Neverless may make available to you a margin trading facility, pursuant to which Neverless may extend credit to you for the purpose of funding positions in crypto-assets, or commodities that exceed your available account balance. To access this facility, you must opt in to margin trading by enabling it for your Account via our mobile application.
2. You undertake neither to create nor to have outstanding any security interest or other encumbrance over, nor to agree to assign or transfer, any assets which constitutes Margin, except as expressly provided below. Any Margin that you post or otherwise elect to use when entering into and maintaining a Margined Position constitute a collateral position (the “Collateral”) securing the due and timely performance of all your obligations to Neverless in relation to the respective crypto-assets, or commodities position, subject to the terms set out in this Agreement. In particular, you agree that:
  1. by depositing Collateral to your account according to the terms of this Agreement, you are unilaterally establishing a first ranking, regular, possessory pledge over the Collateral in favour of Neverless. The Collateral shall be held by Neverless on a continuous basis as security for the duration of the relevant open Margined Position. You agree that each pledge of the Collateral shall be considered as concluded in a written form;
  2. the pledge shall secure the performance of all your obligations to Neverless arising in connection with the relevant Margined Position(s) and shall take effect upon Neverless' receipt of the Collateral. It shall terminate only upon full closure and liquidation of the relevant Margined Position(s) and withdrawal of the Collateral from your account, in accordance with the terms of this Agreement;
  3. the pledge over the Collateral constitutes a continuing security and shall remain in full force and effect notwithstanding any intermediate settlement or partial repayment of the secured obligations. Unless and until all such obligations have been fully discharged, you shall not be entitled to withdraw, assign, transfer, dispose of, or otherwise encumber any part of the Collateral;
  4. upon the closing or liquidation of a Margined Position (including where such occurs in accordance with Section 4 of this Schedule F), and during the settlement process, Neverless shall be entitled to enforce its rights against the Collateral by unilaterally debiting any amounts owed by you in respect of the settled position, as further described in this Agreement;
  5. and you agree that Neverless shall have the right to sell (out of court, including at public auction or an exchange or for a market price), transfer, loan, rehypothecate or further pledge any Collateral without first being instructed by you, in cases where Neverless is entitled to enforce its security interest in accordance with this Section 2.
3. Neverless only permits one type of Margin, Cross Margin Mode.
4. In order to maintain an existing Margined Position, your Equity must always exceed or match Maintenance Margin Requirement. It is your responsibility to know the current Margin Requirements applicable to your open Margined Position at all times.
5. You acknowledge and agree that all applicable Margin Requirements for opening and maintain Margined Position are available for review on the Platform. These requirements may vary depending on market conditions, instrument volatility, position size, and other risk parameters as determined by the Exchange. You may increase or decrease Margin for existing Margined Position directly through the Platform.
6. You further acknowledge and agree that, if you post Margin using an asset other than the quote asset, we may convert some or all of that Margin into the applicable quote asset to cover any fees, losses, or other obligations associated with such position.
7. You further acknowledge and agree that Neverless may exercise rights, including partially or fully liquidating your Margined Positions as further described in Section 4 of this Schedule F, if you fail to maintain Margin in line with the Margin Requirement for such positions. For the avoidance of doubt, whenever the Account is under-margined or Neverless determines, in our sole discretion, you may be unwilling or unable to fulfill your obligations hereunder due to your financial condition, market conditions, or any other potential insecurity, Neverless may in our sole discretion and without prior notice liquidate, offset and/or mitigate the risk of any of your open Margined Positions in crypto-assets, or commodities within a reasonable amount of time in an effort to reduce such Margin deficiency or insecurity.
Margin Interest Rate
1. Interest accrues hourly on the outstanding Margin balance in your account at the Margin Interest Rate. The Margin Interest Rate applicable to your account is available to view on the Platform.
2. Accrued interest is calculated by multiplying the Margin Interest Rate by the outstanding Margin balance in your account, divided by 365. Interest is debited from your account balance hourly and will be reflected in your account transactions.
3. The Margin Interest Rate is variable and may be amended by Neverless at any time without prior notice. The current Margin Interest Rate is published on the Platform, and it is your responsibility to check the applicable rate before using or continuing to use margin trading.
Liquidation Procedure
1. We employ mechanisms for automated liquidation and termination of Margined Positions to manage risk across, and to preserve a fair and orderly market and our integrity.
2. You instruct us to use or apply as much of Margin as is needed or required by this Schedule F to cover any losses arising from your Margined Position. You authorise us to convert any asset that was posted as Margin to another asset at whatever spot exchange rate is determined by Neverless in a commercially reasonable manner in order to cover all losses arising from any Margined Position(s).
3. If your Equity falls below the Maintenance Margin Requirement, then we will automatically try to liquidate your Collateral by submitting liquidation market orders to bring your Equity back above the Maintenance Margin Requirements. Any such order will be subject to a 5% liquidation fee.
4. Each such order will be filled at the best available price(s) at the time of its creation and may or may not completely liquidate your Collateral. Whether or not your Collateral is fully liquidated depends on the other orders in our order book at the time the market orders are to be matched.
5. If any Margin is left in your Account after your Collateral is fully liquidated (or partially liquidated with the effect that the Maintenance Margin Requirement is satisfied), your Margin may be used to open a new position or withdrawn to the Platform.
Limitation of Liability
1. Please refer to Section 13 of the Agreement for information on the general limitations of liability when you trade using Margin.
Risks
1. You acknowledge and agree that trading using Margin involves significant risk and may result in substantial financial losses. Trading using Margin is not suitable for all investors and should only be undertaken by those who fully understand the nature of the products and the extent of their exposure to risk.

Client Agreement

Entities providing services

Introduction

Neverless Services

Limitations to the Services.

Your Account.

Client Due Diligence; Identity Verification.

Fees and Charges

Account Funding and Withdrawals

Unregulated Status and Absence of Regulatory Protections

Reporting, Confirmations, and Statements

Your Responsibilities

Taxes

Limitation of Liability; Your Liability to Us

Restrictions on Use of Services; Termination of Services

Events of Default

Termination; Events of Default; Account Closure

Remedies

Electronic Communication Recordings

Communications; Consent to Electronic Delivery

Assignment

Amendment

Marketing and Promotional Programmes

Third Party Information; Educational Content

Force Majeure

Governing Law and Dispute Resolution

Event of Death

Inactive and Dormant Accounts

Client Feedback; Client Service

Miscellaneous

Schedule A: Reception and Execution of Orders for Crypto-Assets

Reception and Execution of Orders for Crypto-Assets

Order Handling

Fees and Costs

Limitation of Liability

Risks

Schedule B: Passive Rewards

Passive Rewards Account

Neverless Strategies Account

Rewards

Withdrawals

Consent to Use of Crypto-assets

Risks

Fees

Limitation of Liability

Schedule C: Custody and Administration of Crypto-Assets

Custody and Administration Services

Security Disclosure

Fees and Costs

Title and Rights to Crypto-assets

Liability for the Loss of Crypto-Assets under Custody

Forks

Schedule D: Crypto Transfers Services

Crypto Transfer Services; Crypto Transfer Services Enrolment

Receive Transactions

Send Transactions

Network Fees

Network Confirmations

Restrictions and Transaction Limits

Limitation of Liability

Schedule E: Reception and Execution of Orders for Commodities

Reception and Execution of Orders for Commodities

Order Handling

Fees and Costs

Limitation of Liability

Risks

Schedule F: Margin Trading

Definitions

Margin

Margin Interest Rate

Liquidation Procedure

Limitation of Liability

Risks

Client Agreement

Entities providing services

Introduction

Neverless Services

Limitations to the Services.

Your Account.

Client Due Diligence; Identity Verification.