Terms and Conditions

Last updated on the date of 04\19\2022

Svelge OÜ doing business as Topexchange.io

Topexchange.io is committed to respecting your best interest when using the website and its associated subdomains. By accessing or using our Service, you signify that you have read, understood, and agree to be legally bound by these Terms and Conditions.

1. Introduction

1.1 The website https://topexchange.io/ and its associated subdomains (collectively referred to as “Platform”) is owned and operated by Svelge OÜ, registration number 14911892, registered address Valukoja tn 8/2 Lasnamäe linnaosa, Tallinn Harju Maakond, 11415, Estonia (the “Company”). The legal entity is regulated and licensed by the Estonian Ministry of Economics, The Financial Intelligence Unit (FIU) with license number FVT000061 for:

1. Exchange services between crypto-assets and fiat currencies or other crypto-assets;
2. Virtual wallet services (services to safeguard/store private cryptographic keys granting rights to access and transfer crypto-assets);

hereinafter referred to as “Services”.

1.2 By registering with us and/or by using or accessing the Website, Services, or Platform (as such terms are defined herein), you agree to be bound by these Terms & Conditions. As such, the Terms and Conditions constitute an agreement between you (hereinafter referred to as “you”, “your” or “User”) and the Company and shall govern the use of the Website, Services, and/or Platform at all times.

1.3. By clicking the button “I agree” or signing this agreement you acknowledge that you have read and accepted the provision of the same document.

1.4. If you do not agree to any of the conditions herein, you should immediately cease using the Website, Services, and Platform.

1.5. The Company may at any time, without notice, amend the Terms and Conditions. With this regard, it is recommended to check the website periodically for important changes in the applicable terms.

2. Definitions

1. Crypto/Digital Asset – any supported Digital Asset presented on the Platform;
2. Asset Balance – summarized quantity of each Digital Asset;
3. User/Client – any person, private or legal, designated by the Company to have access to the personal digital wallet. The wallet is owned and controlled by the User;
4. Blockchain Address – a unique sequence of numbers and letters that refers to a specific destination on the blockchain network used to send and receive funds;
5. Fiat – a government-issued currency, not backed by any commodity such as gold or silver, but rather by the government that issued it (e.g. EUR, USD, etc.);
6. Company Emails: [email protected] or [email protected]

3. Account Registration and Service Provision

3.1. The Company creates User Account (the “Account”) in your name only. The Company, in its sole discretion, may deny the option to open an account to use the Services, freeze, block, or close the Account without any further notice or justification.

3.2. The Service allows users to exchange Fiat for crypto-assets and vice versa, as well as send and receive crypto assets from other crypto wallets by using blockchain technology.

3.3. The Company provides non-custodial services, which means that we do not store your Digital Assets on deposits and balances.

3.4. If you sign up for a Personal Account it shall be opened, maintained, and used for your sole use only and shall not be used for any professional, business, or commercial purpose. You acknowledge that multiple or linked accounts are not allowed.

3.5. If you sign up for a Corporate Account you should be duly authorized to act on behalf and in the name of the legal entity, and bind the latter validly. You acknowledge the full capacity to accept these Terms and Conditions, either in your own name or in the name and on behalf of the legal entity you represent, provide all the required documents for legal entity identification and enter into virtual currency transactions

3.6. By opening an Account, you represent and warrant that:

1. you should provide your real name per ID document, e-mail address, and any other information required by the Company for the diligent provision of Services. You represent and warrant that any information you provide is accurate and complete.
2. you acknowledge and accept the Terms and Conditions, Privacy Policy, AML/KYC Policy, and others published on our Website;
3. you are not under the age of 18;
4. you agree to provide the Company with such identity verification information as it may request to verify your identity or purchase transaction;
5. you shall not use Company services for any malicious or unauthorized purpose;
6. you are required to update your contact information at any time by accessing your account settings on the Site or by contacting us via Company Emails.
7. you are obliged to keep in safety by taking all the necessary security measures on your password and account details. In case of loss or potential fraud, you shall immediately inform the Company.
8. Service cancellation is only possible if it occurs before we execute the transaction. Once your order has been executed, you may not change, withdraw or cancel your authorization for the Company to complete such transaction.
9. you are fully responsible to determine the tax liability (if any) for crypto assets trading and taking appropriate actions to report and remit the correct amount to the tax authority.
10. using Services does not constitute an offence in your home country.
11. any withdrawal address you provide us with is your own as well as you are responsible for all crypto addresses you are going to send the Crypto Assets to;
12. you are not a resident and/or national of the United States of America, Israel, or country that is on the Financial Action Task Force (FATF) high risk and other monitored jurisdictions list and/or you appear in any international and/or national sanction lists.
13. are not located in, under the control of, or a national or resident of the prohibited jurisdictions.
14. we may, at any time and in our sole discretion, refuse the provision of particular Services, impose limits on the order or impose any other conditions or restrictions upon your use of the Services without prior notice.

4. Verification

4.1. We may, on registration of your Account with us and at any time thereafter request that you provide us with your personal information, including but not limited to your name, address, telephone number, electronic mail address, date of birth, as well as your source of funds, financial standing, and occupation.

4.2. We may also verify your details, at any time, by requesting certain documents from you. These documents may typically include a government-issued identity card, proof of address such as a utility bill, and proof of your payment method. In addition, we may request further information concerning our anti-money laundering (“AML”) and know your client (“KYC”) obligations. In addition, we may request that copies of such documents are notarized at your own expense, meaning that the documents are stamped and attested by a public notary.

4.3. Should the documents fail our internal security checks – for example, if we suspect that they have been tampered with, or are in any way proven to be misleading or misrepresenting – we shall be under no obligation to accept such documents as valid, and under no obligation to provide feedback on the exact nature of our findings with regards to these documents.

4.4. In addition, we may request that you attend a video call to verify your identity.

4.5. We may decide, at our own discretion, to terminate your Account and these Terms & Conditions, on the basis that such documents or verification provides a negative or uncertain conclusion or we suspect that you have not attained the legal age of 18.

4.6. We may also perform further background and verification checks on you and request any relevant documentation from you or from any third party for any reason, and for that purpose, you hereby authorize us to, directly or indirectly (through third parties), make any inquiries we consider necessary to check the relevance and accuracy of the documents and information provided for verification purposes.

4.7. By accepting these Terms you agree to pass through the AML/KYC procedure, which may be applied to you or may be requested by the Company at any time.

4.8. By accepting these Terms, you agree and warrant to provide true, accurate, current and complete information about yourself and take full responsibility for its accuracy, completeness and veracity.

5. Termination

5.1. We reserve the right to terminate these Terms and suspend your Account in the following cases:

1. if for any reason the Company decides to discontinue to provide the Service;
2. if the Company believes that you have breached any of the terms of these Terms, immediately without notice;
3. the Account is subject to a governmental proceeding, criminal investigation or other pending litigation;
4. the Company detects unusual activity in your Account;
5. the Company detects unauthorized access to your Account.

6. Personal Data

6.1. By accepting these Terms, you expressly allow the Company to process your personal data, and export your personal data outside of the jurisdiction in which you reside or are located.

6.2. We are entitled to transfer some User data (including IP addresses) to our business partners or governmental bodies at their request to facilitate the prevention and disclosure of prohibited or illegal actions. By accepting these Terms, you acknowledge and agree to your personal data may be transferred in this way.

6.3. For more information, read the official TopExchange’s Privacy Policy here.

7. Withdrawal Policy

7.1. You may lodge an order for outgoing transactions (withdrawal of fiat or crypto asset) after your Account is fully verified. The withdrawal request will be executed within 48 hours.

7.2. A withdrawal will be only sent to a bank account under your name or designated crypto wallet solely owned and controlled by you.

7.3. If you do not provide documents within 14 (fourteen) calendar days as required by the Company for identity or payment verification, we will make a refund to the card or through wire transfer to the Account used for the deposit.

7.4. If you want to make a withdrawal, you have to generate a Withdrawal request in your Account in line with the available balance.

7.5. No partial or full refund is available once the verification is over. Having accepted the service and completed the verification process, you have agreed to follow the provision of the present Terms and Conditions.

8. Risk Warning

8.1. We warn our customers that crypto-assets can be extremely risky and are usually highly speculative. If you buy crypto-assets, you should be aware that there is a high risk that you will lose a significant amount, or even all, of the money, invested.

8.2. When buying crypto-assets, or financial products giving customers direct exposure to crypto-assets, you are exposed to many risks, including the following:

1. Extreme volatility and bubble risk – Most crypto-assets are subject to extreme price volatility and have shown clear signs of a pricing bubble.
2. Absence of protection – By buying and/or holding crypto-assets, you will not benefit from the guarantees and safeguards associated with regulated financial services. For example, if a crypto-assets exchange platform or a digital wallet provider fails, goes out of business, or is subject to a cyber-attack, funds embezzlement or asset forfeiture as a result of law enforcement actions, Estonian or EU law does not offer any specific legal protection that would cover you from losses or any guarantee that you will regain access to your crypto-assets holdings.
3. Lack of price transparency – The price formation of crypto-assets is often not transparent. There is, therefore, a high risk that you will not receive an accurate price when buying or selling crypto-assets.
4. Operational disruptions – All crypto-assets exchanges may suffer severe operational problems, such as operating disruptions. During these disruptions, customers cannot buy and sell crypto-assets at the moment they intended to and may suffer losses due to the price fluctuation of crypto-assets held during the period of disruption.
5. Incomplete information – Due to specifics of disruptive features of the crypto-assets underlying technology, the information available to customers wishing to buy crypto-assets might be incomplete, difficult to understand, and hence does not adequately disclose the risks of crypto-assets and may therefore be misleading.
6. Unsuitability of crypto-assets for money saving purposes, including investment or retirement planning – The high volatility of crypto-assets, the uncertainty about their future, and the specific features of crypto assets underlying technology makes crypto-assets unsuitable for many customers, including those with a short-term investment horizon, and especially those pursuing long-term goals like saving for retirement.

8.3. What can you do to protect yourself? – If you decide to buy crypto-assets or financial products giving direct exposure to crypto-assets, you should fully understand their characteristics and the risks you take. You should not invest money you cannot afford to lose. You should ensure that you maintain adequate and up-to-date security precautions on the devices and hardware you use for accessing your crypto-assets or for buying, storing, or transferring crypto-assets. Also, you should be aware that buying crypto-assets from a firm regulated for anti-money laundering purposes does not mitigate the above risks.

9. Disclaimers

9.1. Nothing in these Тerms shall exclude or limit the Company’s warranty or liability for losses that may not be lawfully excluded or limited by applicable law.

9.2. You expressly understand and agree that your use of the website and our service is at your sole risk and that the website and services are provided “as is” and “as available” without warranties of any kind either express or implied.

9.3. To the fullest extent permissible pursuant to applicable law, the Company makes no express warranties and disclaims all implied warranties regarding the website, services or any applications or external sites, including implied warranties of merchantability, fitness for a particular purpose, non-infringement correctness, accuracy and reliability.

9.4. Without limiting the generality of the foregoing, the Company does not represent or warrant to you that: (a) your use of the website and services will meet your requirements, (b) your use of the website and services will be uninterrupted, timely, secure or free from error, (c) data provided through the website will be accurate or (d) the website or any content made available on or through the website are free of viruses or other harmful components

10. Limitation of Liability

10.1. In addition to all other limitations on the liability of the Company contained in this Agreement, the Company shall not be liable to you for any of the following:

1. Any loss or liability resulting from the denial of a Service;
2. Any loss caused by a Transaction downgrade resulting from defective software regardless of the ownership;
3. Any loss caused by the acquiring banks used by the Company;
4. The unavailability of service which is caused by the termination of contracts with computer hardware vendors, processors, or installers, whether terminated by the Company.
5. Any other indirect, incidental, consequential or exemplary damages which may be incurred by you, however, caused and under any theory of liability, including, but not limited to, any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation, any loss of data suffered, cost of procurement of substitute goods or services, or other intangible losses, even if the Company has been advised of the possibility of such damages.

10.2. The responsibility for the potential treatment of a particular crypto asset as “security” lies with the owner of digital assets. The Company reserves the right at its sole discretion to prohibit and discontinue any exchanges (as well as any other type of transaction) with the crypto assets if there is any risk or speculations that such assets can be treated as “security”. We follow the best practices to decide whether crypto assets are classified as a security or not. However, for the avoidance of any doubt the provisions of this clause shall not constitute or be deemed to be construed to constitute any warranty and/or investment, financial, technical, legal, or any other professional advice, that any crypto asset available through our Services is not a security.

10.3. Subject to Section 9 above and without prejudice to the previous paragraphs you agree that the aggregate liability of the Company to you for all claims arising out of or relating to the use of or any inability to use any portion of the website or services or otherwise under these Terms, whether in contract, tort or otherwise, is limited to 500 EUR.

10.4. The foregoing limitations of liability shall apply whether the alleged liability or losses are based on contract, negligence, tort, strict liability, or any other basis.

11. Indemnification

11.1. You agree to indemnify and hold harmless the Company, its affiliates, contractors, licensors, and their respective directors, officers, employees, and agents from and against any claims and damages (including attorneys’ fees, fines, or penalties imposed by any regulatory authority) arising out of your breach or our enforcement of the Terms. This shall also apply to your violation of any applicable law, regulation, or rights of any third party during your use of service.

11.2. You agree that the Company is not liable for errors arising from its services. All intellectual property rights relating to all the material used on the Website, including, but not limited to, design, structure, layouts, graphical images, and underlying source code, belong to the Company.

12. Prohibited Jurisdictions

12.1 By accessing and using TopExchange’s services and the Website, you acknowledge and declare that you are not located in, or are not a citizen or resident of Afghanistan, Cuba, Iran, Iraq, North Korea, Crimea, Cambodia, Sudan, Somalia, Myanmar (Burma), Yemen, Zimbabwe, Syria, Libya, Israel, United States of America (including all USA territories like Puerto Rico, American Samoa, Guam, Northern Mariana Island, and the US Virgin Islands (St. Croix, St. John and St. Thomas)), People’s Republic of China, Pakistan, Bangladesh and Bolivia, among with any other country subject to United Nations Security Council Sanctions List, OFAC Sanctions List, the UK’s Consolidated Sanctions List, EU Financial Sanctions List and their equivalents.

12.2. The Company maintains the right to select its markets and jurisdictions to operate in and may restrict or deny its services to certain countries.

12.3. The Company shall decline any application from a person whose place of residence, current location or citizenship is in the country listed by FATF high risk and non-cooperative countries (http://www.fatf-gafi.org/countries/#high-risk).

12.4. The Company also maintains the right to use various methods to prevent the use of the Website and its services by the Users listed above. You are obliged to comply with this Section, even if our methods to prevent the use of its services and the Website are not effective or can be bypassed.

12.5. Use of the Website is void where prohibited by applicable law.

12.6. The Company has the right to obtain your IP address. If the IP address is allocated in the prohibited jurisdiction, we can deny you access to the Website and decline to provide services.

13. Disputes

13.1. You acknowledge that the Company may use third-party payment service providers to process payments between you and the Company, including but not limited to payments related to your use of the Services and any transaction executed by you. In such cases, you confirm and consent to the Company providing certain personal information and/or documentation about you with respect to the transaction executed by you as needed to complete the transaction and/or following specific requirements thereto or in the event of detection of fraud or suspicion of such.

13.2. Except for disputes related to the enforcement or validity of the Company’s intellectual property rights, all disputes, controversies or claims arising out of or relating to the Services or these Terms, including any question regarding the existence, validity or termination of these Terms, shall be referred to and finally resolved by the Company.

13.3. Arising out of or relating to these Terms or the breach thereof, the Parties agree first to negotiate the issue in good faith in a period not less than 30 (thirty) days following written notification of such controversy or claim to the other Party.

14. Intellectual Property

14.1. Using the Website does not give you ownership of any intellectual property rights in the Website, any software or the content you access.

14.2. The materials contained on the Website are protected by applicable copyright and trademark laws and treaties.

15. Miscellaneous

15.1 The English version of these Terms and Conditions shall prevail in case of differences in translation. All communications and documents to be made or given under these Terms and Conditions shall be drafted in English.

15.2 The present document constitutes the mutual agreement and understanding of the Parties on the general conditions herewith including the Privacy Policy and Refund Policy provided in separate files.

15.3. This Client agreement and any further legal relations arising therefrom will be governed by and construed in accordance with the law of Estonia.

15.4. The Company may change these Terms at any time at its sole discretion. The changes take effect 2 (two) days following the publication of the new version of the agreement on the website. If you do not accept the new version of the Terms and Conditions, you shall stop using the service and immediately send us a notification.

15.5. The Company is constantly changing and improving the Website and its services. The Company has the right to add or remove functionalities or features to the Website or add or create new limits for using the Website and its services at any time.

15.6. The Company may transfer rights and obligations under these Terms to third parties without explicitly demanding your consent.

15.7. These Terms constitute the whole agreement between the Parties and supersede any previous arrangements or agreements between them relating to the transactions contemplated in these Terms.

15.8. If any provision of these Terms is or becomes illegal, invalid or unenforceable in any respect under the law of any relevant jurisdiction, such provision shall be deemed to be severed from these Terms and shall be replaced with one having an effect as close as possible to the deficient provision. The remaining provisions of these Terms will remain in full force.

15.9. Except as provided otherwise in these Terms, each Party shall pay its own costs and expenses in connection with the negotiation, preparation and performance of these Terms.

15.10. Nothing in these Terms shall be construed as creating a joint venture, an agency relationship or a legal partnership between Parties.

15.11. The Company has the right to involve third parties in the fulfilment of its obligations.

16. Governing Law

16.1. These Terms and Conditions and the relationship between you and us shall be governed by and interpreted in accordance with the laws of Estonia.

16.2. You irrevocably agree for your and our benefit that the courts of Estonia shall have jurisdiction to settle any claim, lawsuit, action, or other proceedings relating to the Terms and Conditions and irrevocably submit to the jurisdiction of such courts (provided that this shall not prevent the Company from bringing an action in the courts of any other jurisdiction), and you irrevocably waive any objection which you may have at any time to the laying of the venue of any proceeding brought in any such court and agrees not to claim that such proceedings have been brought in an inconvenient forum or that such court does not have jurisdiction over it.