Terms and Conditions
1. Introduction
1.1. Please read these Terms and Conditions carefully before you agree to use a Client Account or any related services provided by or through us.
1.2. These Terms and Conditions, together with the Client Application Form and the Special Terms applicable to each Service constitute the entire agreement between Fipto and the Client.
1.3. By signing the Client Application Form, or by agreeing to open a Client Account you accept these Terms and Conditions. If there is anything you do not understand, please contact customer services using the contact details in the Client Application Form.
2. Legal Notice
2.1. fipto.com is an online service developed by Fipto France, a simplified joint-stock company registered with the Nanterre Trade and Companies Register (France) under the number 911 148 344, with its registered office at 65 Rue de la Croix, 92000 Nanterre, France (“Fipto”).
2.2. Fipto is registered with the French Autorité des Marchés Financiers (Financial Markets Authority) as a Digital Asset Service Provider (“DASP”) for the activities of digital asset custody, buying/selling digital assets against legal tender, and exchanging digital assets for other digital assets, under the number E2023-69.
2.3. The publication director is Mr. Bertrand Godin.
Contact: contact@fipto.com
2.4. The website is primarily hosted by Amazon Web Services EMEA SARL, a simplified joint-stock company registered with the Luxembourg Trade and Companies Register under the number B 186284, with its registered office at 38 Avenue John F. Kennedy, Luxembourg 1855, Luxembourg.
3. Definitions
3.1. Unless otherwise specified and without prejudice to the other definitions contained in the T&Cs, the terms and expressions defined below will, whenever they begin with a capital letter in this agreement, whether they are used in the singular or plural, masculine or feminine, have the meaning given to them below:
AML/CFT: means anti-money laundering and counter financing of terrorism French and European laws and regulations.
Conversion or Conversion Operation: means the service offered by Fipto that consists of exchanging a quantity of one type of Digital Asset for a quantity of another Digital Asset or exchanging a quantity of fiat currency for a quantity of Digital Asset or the opposite or exchanging a fiat currency against another fiat currency.
Conversion fee: means the fee charged by Fipto for the realisation of a Conversion.
Client: means the legal entity on whose behalf the Signatory enters into these T&Cs with Fipto.
Client Account: means the dedicated and individualised digital interface of Client on the Platform and giving the Client access to the Services.
Client Application Form: means the document titled ‘Client Application Form’, to be filled out by the Client during its onboarding for the creation of its Client Account
Digital Asset: Means one or more digital assets within the meaning of article L.54-10-1 of the French Monetary and Financial Code.
External Wallet: means the Client's personal non-hosted wallet containing the Client's Digital Assets, not held by Fipto but identified as available to receive deposits.
Fipto: means Fipto France SAS, registered with the Registre du Commerce et des Sociétés de Nanterre (France) under number 911 148 344, domiciled 65 Rue de la Croix, 92000 Nanterre, France.
Internal Wallet: means the custodial wallet containing the Digital Assets hosted by Fipto on behalf of the Client.
Order: means a Client's consent to the execution of a Transaction or a Conversion.
Parties: designates Fipto and the Users or Clients, including their respective affiliated entities.
Partners: refers to the external services providers used by Fipto in the course of the provision of the Services, as identified in Section 33.
Payment Account: means the payment account provided by Fipto through a Partner.
Platform: means the fipto.com website including all its subdomains, and any website on which the Services are available.
Prohibited Jurisdiction: means the high risk jurisdictions listed by French, European and International authorities.
Prohibited Persons: means residents of Prohibited Jurisdictions and Sanctioned Persons.
Sanctioned Person: means a person that is (i) listed on, or owned or controlled by a person listed on, or acting on behalf of a person listed on, any Sanctions List (ii) located in, incorporated under the laws of, or owned or (directly or indirectly) controlled by, or acting on behalf of, a person located in or organised under the laws of a country or territory that is the target of country-wide or territory-wide Sanctions; or otherwise a target of Sanctions, i.e. a person with whom a US person or other national of a Sanctions Authority would be prohibited or restricted by law from engaging in trade, business or other activities.
Sanctions: means any economic or trade sanctions laws, regulation, embargoes, or restrictive measures administered, enacted, or enforced by (i) the United States (ii) the United Nations (iii) the European Union; and/or any sanctions regulations or laws administered by other governmental or regulatory bodies which are applicable to the Companies or its partners.
Sanctions Lists: means lists which are prescribed by governmental and/or regulatory authorities for the purpose of Sanctions or any similar list maintained by, or public announcement of Sanctions designation made by, any of the Sanctions Authorities.
Services: refers to all services accessible on the Platform with a Client Account, including the Conversion Operations and the Internal Wallet.
Signatory: means the natural person representing the Client and accepting the T&Cs in the name and on behalf of the legal entity.
Terms and Conditions (T&Cs): means these general terms and conditions of sale and use of the Services.
Transactions: means the action of transferring or withdrawing funds in FIAT or Digital Assets to or from a Payment Account, an Internal Wallet, an External Wallet and/or a bank account.
4. Scope of these Terms and Conditions
4.1. Fipto offers Digital Asset Services to professionals legal entities.
4.2. In accordance with applicable law, it is possible to check Fipto's DASP registration at any time on the amf-france.org website.
4.3. The purpose of the T&Cs is to define the conditions of access and use of the Platform and Services, and to define the rights and obligations of Clients and Fipto in this context.
4.4. These T&Cs apply, without restriction or reservation, to all use of the Services offered on the Platform.
4.5. More detail on the Platform and the Services can be found in the documentation.
5. Eligibility
5.1. The Services are available to any legal entity acting through a natural person who has the legal capacity to enter into a contract in the name and on behalf of such legal entity.
5.2. Opening an Account is subject to AML/CFT identification requirements. Consequently, Prohibited Person, whether Sanctioned Person or persons domiciled in a Prohibited Jurisdiction, are not authorised to use the Services.
5.3. Clients must provide all information that Fipto requires to use the Services. Any incomplete registration will not be validated. Clients will not be entitled to any compensation in this respect.
5.4. Fipto will immediately suspend the Client’s access to the Services and/or terminate the T&Cs if its compliance with the eligibility requirements ceases during the term of the T&Cs.
Acceptance and modification of the Terms and Conditions
6.1. Acceptance
6.1.1. The Signatory declares and guarantees that he/she has all the necessary powers and legal capacity to enter into these T&Cs and legally bind the Client, either by acting as the Client's legal representative, or by having the necessary powers to enter into the T&Cs and perform the contractual undertakings contained therein.
6.1.2. In particular, the Signatory represents and warrants that he/she has all the powers necessary to commit the cash and funds of the legal entity that the Signatory represents.
6.1.3. The Signatory and the Client expressly acknowledge that the Client is validly bound by the Signatory's signature of the T&Cs. The versions of the T&Cs are permanently accessible on the Platform.
6.1.4. These T&Cs constitute a legally binding agreement between Fipto and the Client. The Client acknowledges having carefully read, understood and accepted them in their entirety.
6.1.5. Acceptance of these T&Cs is necessarily full and complete. Any acceptance subject to certain reservations shall be considered null and void. These T&Cs govern the opening of a Client Account in the name of each Client and apply, without restriction or reservation, to all use of the Services offered on the Platform. Any Client who does not agree to be bound by these T&Cs will not be able to access the Services.
6.2 Variation
6.2.1. Fipto may modify the features and functionality of the Platform to improve its operation and quality.
6.2.2. Fipto may unilaterally modify the T&Cs with respect to the technical aspects of the Platform as long as this does not result in an increase in price or an alteration in the quality and characteristics to which the Client's commitment is conditional.
6.2.3. In the event of a substantial change to the T&Cs, Clients will be informed of changes by any means within five (5) days prior to the new version coming into force and will be invited to accept the new version on the Platform.
6.2.4. In this case, if the Clients do not agree with the modified version of the T&Cs, they should stop using the Services and terminate the T&Cs according to the conditions set out in Section 19. The non-termination or continued access to the Services after the effective date or notice period of any amendment or updates will constitute an acceptance of the amended T&Cs.
7. Acceptance of the risks inherent in the Services
7.1. Access to the Service requires a thorough understanding of blockchain technologies, Digital Assets and digital wallets, as well as a good knowledge of the Digital Assets market. If Clients have any doubts and/or additional questions about
the operation of the Services and the associated risks, they are invited to contact Fipto by sending a letter to the e-mail address indicated on the first page. If they do not understand how these technologies work, Clients should refrain from using the Services.
7.2. By accepting these T&Cs, the Client warrants that he/she is aware of the consequences and risks associated with the digital assets sector and blockchain technologies, which are described below.
7.3. Availability risk
7.3.1. We do not guarantee that the Fipto Services will be available at any particular time or that Fipto services will not be subject to unplanned service outages or network congestion. It may not be possible for you to buy, sell, store, transfer, send or receive Digital Assets or fiat when you wish to do so.
7.4. Technological risk (security)
7.4.1. Clients must be aware of the technical risks associated with the Service, which include in particular the risks arising from an error or security flaw associated with the blockchain, which may result in a loss of data or a loss of access to their Digital Assets.
7.4.2. This technological risk may result from an error or security flaw associated with the blockchain, enabling and/or leading to hacking and data theft from the Platform, including, but not limited to, sybil attacks, smurfing-type malware attacks, or other new methods known or unknown.
7.5. Economic risk (volatility)
7.5.1. Clients must be aware of the economic risks associated with the Service. They acknowledge that the Digital Asset markets are decentralised and unregulated.
7.5.2. The Service is not suitable for many Clients and represents a high level of risk of loss of capital, particularly due to the extreme volatility of the markets.
7.5.3. Consequently, although the risk of loss does not exceed the amount invested, Clients undertake not to invest funds that they cannot afford to lose. Furthermore, they acknowledge that past performance is no indication of future performance, which may go down as well as up.
7.6. Legal and regulatory risk
7.6.1. Clients are informed that the legal framework for Digital Assets varies according to the jurisdiction in which they are located and that Digital Assets may be prohibited or subject to a regulatory framework that could cause their value to fall significantly or completely.
7.6.2. Clients must be aware of the risk resulting from the absence of regulation and the subsequent absence of any guarantee associated with this type of asset on regulated markets.
7.6.3. In addition, the Platform is subject to AML/CFT requirements, which may change in the future. Any such change could result in additional obligations being imposed on Fipto and thus limit the effective use of the Services.
7.6.4. Finally, future legislation and case law could also have an impact on
the existence and legality of Digital Assets and associated technologies.
8. Creation of an Account
8.1. In order to access the Services provided by Fipto, the Client must open a Client Account on the Platform.
8.2. To benefit from the Services available on the Platform, a Payment Account held in a Partner’s books is opened in each Client's name.
8.3. Unless specifically authorised, Clients may not create more than one Client Account.
8.4. Client Accounts are created upon Client request, and are validated at Fipto’s sole discretion.
8.5. Payment Accounts are validated at the Partner’s sole discretion. Clients must comply with the procedure regarding the opening and functioning of the Payment Account as described in the Partner’s contract.
8.6. Clients agree to provide all information required by Fipto and its Partners to open a Client Account and a Payment Account, including information required under AML/CFT requirements.
8.7. Fipto will refuse Client Account creation and access to the Service if the Client does not provide the required information, if the information provided is incomplete or inaccurate, or for any other legal reason. This refusal will not give rise to any damages to the benefit of the Client.
8.8. The Client expressly declares that he/she has the capacity and/or has received the authorisations required to use the Services provided by Fipto and guarantees Fipto against any liability resulting from a false declaration.
9. Account Security
9.1. The Client is responsible for access to and use of the Client Account and must make strictly personal use of his/her login information (identifier and password) and implement a strong authentication procedure (two-factor authentication method).
9.2. The Client must under no circumstances disclose his/her login details to any third-party.
9.3. If the Client has reason to believe that their login information has been lost, stolen, misappropriated or compromised in any way, or in the event of unauthorised use of their Client Account and Services, they must immediately notify Fipto by email at contact@fipto.com.
9.4. In the absence of such notification, any use of the Client Account or Services is deemed to have been made by the Client.
9.5. Following such notification, and/or in the presence of a potential or proven threat to the security or confidentiality of the Client's data, the Client authorises Fipto to take all appropriate measures to prevent unauthorised access. In this regard, Fipto may require that the password and identifier be reset or suspend access to the Client Account.
9.6. Fipto may not be held liable for errors in the Client’s information, loss or theft of a password by the Client, or the resulting usurpation of the Client Account.
10. Account blocking
10.1. By Fipto
10.1.1. Fipto may temporarily suspend Client Account and access to Services under the conditions defined in Section 22.
10.1.2. Fipto may permanently terminate Client Account and access to Services under the conditions set out in Section 23.
10.1.3. In such cases, Fipto reserves the right to apply penalties and management fees to the Client and/or to claim damages in case of a breach.
10.1.4. The blocking of a Client Account will automatically result in the blocking of the Payment Account belonging to the same Client.
10.1.5. Clients affected by the suspension or deletion will be notified of the measure without delay and by any means. The blocking of the Client Account will not give rise to any damages to the Client.
10.2. By the Client
10.2.1. The Client may at any time request to be deregistered by e-mail to contact@fipto.com, subject to any contradictory provisions in the subscription to the Services.
10.2.2. The definitive deletion of Accounts irreversibly deletes the Client's data, subject to the retention of data and information required by AML/CFT regulations, pursuant to article L.561-12 of the French Monetary and Financial Code.
10.2.3. Upon request of deletion of the Client’s Account, if the Client’s Wallet has a positive balance, the Client may either:
- Provide Fipto with an External Wallet address to transfer the Digital Assets from the Internal Wallet; or
- Sell the remaining Digital Assets for legal tenders, for transfer on his/her bank account.
10.2.4. Fipto may not be held liable under any circumstances for the loss of data or Digital Assets resulting from an error or a fault of the Client during the suspension or deletion of the Client's Account.
11. Subscribing to the Service
11.1. Pricing
11.1.1. The various Services offered by Fipto, as well as the various prerequisites and pricing conditions associated with each offer, are available on the pricing page of the Platform and upon request at contact@fipto.com.
11.1.2. If Clients have any doubts and/or additional questions about the operation of the Service and the rates, they are invited to contact Fipto by sending an email to contact@fipto.com.
11.1.3. The provision of the Services offered is subject to the following conditions:
11.1.3.1. Compliance with eligibility requirements;
11.1.3.2. Possession of a Client Account and a valid Payment Account, created under the conditions defined in section 8 ; and
11.1.3.3. Payment of the price indicated (subscription).
11.1.4. Fipto reserves the right to refuse or cancel any Client subscription, Conversion or Transaction in the event of insufficient funds or the existence of a dispute between Fipto and the Client concerning a previous payment or Conversion or Transaction.
11.1.5. In the event of unavailability of a Service after payment by the Client, Fipto will inform the Client as soon as possible in order to cancel the order and refund the payment made in this regard.
11.1.6. Any default or delay in payment will automatically result in the invoicing of €40 (inc. VAT) for processing fees. Amounts owed by the Client will bear interest at a rate of 10% per annum until full payment, even in the event of termination of the T&Cs. Fipto reserves the right to set off any definite, liquid and payable claim it may have against the sums owed to the Client.
11.2. Transactions
11.2.1. Once the funds have been received by Fipto, the Client may place Orders corresponding to the desired Transactions. To this end, the Client authorises Fipto to execute, in the Client's name and on the Client's behalf, buy, sell, exchange or transfer Orders placed as part of the Services to which the Client subscribes.
11.2.2. This mandate will be automatically terminated if the subscription is not renewed by the Client or if the Client Account is blocked or deleted.
11.2.3. Fipto reserves the right to carry out in-depth analysis (including the destination of funds) and to refuse Transactions for any security or legal reasons.
12. Description of the Services
12.1. The Services offered by Fipto are detailed on the Platform and summarized in the Sections below.
12.2. The Digital Assets supported by the Services are detailed on the following page: https://docs.fipto.com/reference/supported-assets-1.
12.3. Fipto may modify the list of Services offered at any time, in particular for legal or security reasons.
12.4. In particular, the list of Digital Assets offered, available on the Platform, may change at any time. Fipto may also cease to provide a Service on one or more given Digital Assets.
12.5. In such a case, Fipto will inform Clients by any means, as soon as possible, and will enable Clients to withdraw their Digital Assets to their External Wallet, convert them to other Digital Assets still supported by the Services, or convert them
into Euros.
12.6. Amendments of the Services will not give rise to any compensation to Clients, in particular, Fipto cannot be held responsible for the loss of value of Digital Assets at the time of their sale/exchange, nor for the loss of Digital Assets if they
have not been sold prior to their write-off.
13. Internal Wallet
13.1. Upon subscription to the Services, Clients will be able to:
- Transfer Digital Assets from an External Wallet to their Internal Wallet;
- Withdraw Digital Assets from their Internal Wallet to their External Wallet; and
- Store the Digital Assets purchased or converted through the Platform on their Internal Wallet.
13.2. Clients expressly authorise Fipto to manage the Digital Assets held in custody on their Internal Wallet, for the entire duration of the custody, in order to perform the obligations under the T&Cs.
13.3. Fipto will only manage the Digital Assets held in custody with the Client’s express consent.
13.4. Fipto uses the services of a Partner for the technical infrastructure of the
Internal Wallets (Fireblocks). Fipto is fully responsible for any defect or default of Fireblocks affecting the Client’s Internal Wallet and undertakes to compensate the Client for any loss resulting from it.
13.5. As stated in above, Fipto assumes no responsibility for any loss, damage or consequence, financial or otherwise, caused by the non compliant or unauthorized use of your Internal Wallet and Account credentials.
13.6. Fipto assumes no responsibility for fluctuations in or loss of value of Digital Assets.
13.7. Fipto will hold the Digital Assets in custody in the Internal Wallet until the Client expressly asks for their restitution or until termination of the T&Cs.
13.8. Upon request of restitution or termination of the T&Cs, Fipto will either, at the discretion of the Client, transfer the Digital Assets on the Client’s External Wallet or will convert the Digital Assets into Euros for transfer on the Client’s bank account.
13.9. Before any access or transaction from a Wallet, Clients may have to provide 2-factor authentication in order to secure the access and/or the transaction. According to the transaction details, further information and validation may be required by Fipto.
13.10. Fipto will return the funds in the best delays, except in the event for which Fipto is not accountable, such as when:
- The Client’s Account has been blocked, suspended or closed for any reasons related to Fipto’s AML/CFT obligations;
- Fitpo must perform verifications, in particular linked to AML/CFT obligations;
- A competent authority refuses the restitution;
- An event independent of Fipto’s operations occurs, such as a problem inherent in the operation of the underlying blockchain or smart contract.
13.11. In such cases, the delay in the restitution of the Client’s Digital Assets will not give rise to any compensation.
13.12. Fipto has put in place an appropriate organization to minimize the risk of loss of Client's Digital Assets or the rights related to these digital assets, due to abuse or fraud of these Digital Assets, deficient administration, erroneous registration or negligence. Furthermore, in order to prevent any catastrophe that might occur to the Digital Assets stored, Fipto has put in place a set of security measures provided by the Partner Fireblocks. More information on Fipto’s custody policy can be required by the Client.
14. Automated Execution of a Conversion
14.1. On the Platform, the Clients may request and proceed to the following
automated Conversions:
- Cryptos/Cryptos Conversions,
- Cryptos/Fiat Conversions.
14.2. A Client is able to request, through the Platform, a quote to Fipto in order to
execute a Conversion. The quote is automatically displayed to the Client on the
Platform. If the Client agrees on the quote, he may accept it.
14.2.1. Please note that the Client has 10 seconds to validate the quote
displayed on the screen and proposed by Fipto.
14.2.2. If the quote is accepted, the trade is automatically done and the
Client may view all the inherent transaction information on his transactions
screen available on the Platform.
14.3. If the Client does not accept the quote proposed, the Conversion is
automatically canceled.
14.4. Automated Conversion Conditions :
14.4.1. The Client is the sole decision-maker of his Conversion, he is free to
cancel his Conversion before its validation. This cancellation will be free of
charge.
14.4.2. Clients understand that once validated, the Conversion will be final
and non refundable.
14.4.3. The Client needs to have or create at least one Internal EUR Wallet
and/or Wallet for the Digital Assets he wants to trade before clicking on “Get
final rate”.
14.4.4. The Client needs to have enough funds in the Internal EUR Wallet
and/or Wallet of the Digital Asset he wants to sell / exchange before clicking
on “Get final rate”.
14.4.5. The Client can use the Automated Conversion service subject to
complying with the minimum and maximum limits set by Fipto for example
for certain Conversions and for certain types of Digital Assets. These limits
are directly detailed on the Platform and subject to change at any time.
14.4.6. Fipto cannot be held responsible for the consequences, financial loss
or loss of opportunity resulting from the non-execution or lack of response to
an Order made or received.
14.5. If the conditions for the Automated Conversion are not reached, or if a Client
prefers to execute a Manual Conversion, a Manual Conversion is proposed to the
Client. The conditions are set in the next part below.
15. Manual Execution of a Conversion (RFQ)
15.1. On the Platform, the Clients may request and proceed to the following Conversions:
- Cryptos/Cryptos Conversions,
- Cryptos/Fiat Conversions ;
- Fiat/Fiat currency(ies) Conversions.
15.2. A Client is able to request, through the Platform, a quote to Fipto in order to execute a Conversion. After receiving the Request For Quote (RFQ), Fipto will contact the Client by phone in order to :
- Validate the RFQ ;
- Propose the price of the Digital Asset or Fiat to pay in order to execute the Conversion requested. The Price of the Digital Asset or Fiat is fixed and communicated by the Client Representative to the Client during the phone call with the Client.
15.3. If the Client agrees on the price communicated during the phone conversation, Fipto will execute the trade. The Client Representative, in charge of the Conversion, will validate the Conversion during the phone call.
15.4. Once the conversion is executed, the Client will receive the amount on its
Client Account minus the Conversion fee as described in the Pricing Conditions.
15.5. Conversion Conditions :
15.5.1. The Client is the sole decision-maker of his Conversion, he is free to cancel his Request for Quote or his Conversion before its validation. This cancellation will be free of charge, except for possible Intervention Fees in case of abuse or inappropriate behaviour by the Client.
15.5.2. The Client needs to have or create at least one Internal Wallet for the Digital Assets he wants to trade before clicking on “Request a Quote”.
15.5.3. The Client needs to have enough funds in the Internal Wallet of the Digital Asset he wants to sell / exchange before clicking on “Request a
Quote”.
15.5.4. The Client can use the Conversion service subject to complying with the minimum and maximum limits set by Fipto for example for certain Conversions and for certain types of Digital Assets. These limits are detailed on the Platform subject to change at any time. Fipto will make its best efforts to inform the Clients of such change before they come into force.
15.5.5. The Conversion may be done only during business hours and when a Client Representative is available.
15.5.6. Fipto reserves the right not to execute or respond to any request made, any Order sent or confirmed by any means (Platform, email, telephone, etc.) outside of normal business hours.
15.5.7. Fipto cannot be held responsible for the consequences, financial loss or loss of opportunity resulting from the non-execution or lack of response to a request or Order made or received.
15.6. The Client is informed that his conversations with Fipto, during the execution of the Conversion, is recorded and may be listened to by Fipto for evidentiary purposes, fraud detection and/or to be studied in order to improve the quality of the Service. For more information on the personal data protection framework, please refer to the Data Protection Notice available on the Platform.
16. Payment Links
16.1. On the Platform, the Clients may proceed with the “Payment Links” feature
(“Payment Link”). The Payment Link feature allows the Clients to get paid in Digital
Assets by an external Third Party (“External Counterpart”) through a Payment Link
generated through the Platform, in order to automatically receive fiat currencies
directly on their Payment Account.
16.2. It means that as soon as the Client receives the amount in Digital Assets, sent by the External Counterpart, Fipto will proceed immediately with a Crypto to Fiat Conversion on behalf of the Client and send the Fiat either to the Payment Account of the Client, or on its personal bank account.
16.3. In order to benefit from this feature, the Client must request, through the Platform, the creation of a Payment Link. The Payment Link is strictly personal to the Client and has a limited duration.
16.4. To do so, the Client needs to provide all the necessary information requested by Fipto, including but not limited to (i) information on the destination of the funds ( Client’s Payment Account or external Client’s IBAN), (ii) the amount (“Requested Payment Amount”) and (iii) the expiration date (“Payment Link Expiration Date”). Once the Payment Link is created, the Client may send it to its External Counterpart.
16.5. The External Counterpart, by clicking on the Payment Link received from the
Client may (i) select the Digital Asset he wishes to use and (ii) Confirm the price proposed by Fipto for the selected Digital Asset . Then, it may proceed with the
payment.
16.6. The Client may follow, at any moment, the ongoing of the payment thanks to
the payment status available within the Platform.
16.7. Once the External Counterpart's Digital Assets are received on the Client’s Internal Wallet, Fipto proceeds to the Conversion by selling the totality of the received Digital Assets into fiat. Once the Conversion is executed, the Client will receive the amount on its Payment Account or its personal bank account, as selected, minus the Conversion fee as described in the Pricing Conditions.
16.8. The Payment Links are fully subject to the T&Cs.
16.9. The following specific conditions apply:
16.9.1. To use this feature, the Client must have a fully validated account with Fipto, including an Internal Wallet and a Payment Account, in the conditions set out above.
16.9.2. Currently, the feature exclusively supports USDC and USDT on both Ethereum and Polygon networks. No additional currencies are being offered. It may change in time at Fipto’s sole discretion.
16.9.3. The validation of the External Counterpart payment by Fipto is subject to AML/CFT obligations. Fipto can refuse or block a payment in case of suspicion of fraud, without motive, which will not give rise to any compensation.
16.9.4. The External Counterpart, once the Digital Assets have been selected and confirmed, will have 15 minutes to trigger the payment on its own platform. If the payment is not done after the mandatory 15 minutes, the payment will be refused. This will not give rise to any compensation of the Client by Fipto in any way.
16.9.5. If the External Counterpart sends less than the Requested Payment Amount or later than the Payment Link Expiration Date, the payment will be refused and sent back to the External Counterpart’s wallet used to proceed the payment. In this case, a 10 EUR fee will be applied.
16.9.6. If the External Counterpart sends more than the Requested Payment Amount, the difference will be sent back to the External Counterpart’s Wallet used to proceed the Payment. In this case, a 10 EUR fee will be applied.
16.10. Fipto cannot be held liable for:
16.10.1. Any error in the information provided by the Client for the creation of the Payment Link or the transfer of the fiat;
16.10.2. Any delay, blocking or refusal of the payment made, due to the application of Fipto's statutory obligations;
16.10.3. Any error or delay of the External Counterpart affecting the validation of the payment;
16.10.4. Any other delay or failure in the provision of this feature, due to force
majeure.
17. Right of withdrawal
17.1. In application of article L.221-3 of the French consumer code, Clients may not benefit from a right of withdrawal since the purpose of the Services necessarily falls within the scope of the professional activity of the Client.
17.2. However, if the Client was canvassed by phone or by email, he has a period of fourteen calendar days in which to exercise his right of withdrawal, without having
to justify his decision or pay any penalties.
17.3. In compliance with the French consumer code, the right of withdrawal does not apply to the crypto/crypto, crypto/fiat or fiat/crypto Conversions since the value
of Digital Assets depends on fluctuations of the market outside of Fipto’s control
17.4. For the other Services, the period during which the right of withdrawal may
be exercised begins to run from the day on which the T&Cs are signed.
17.5. The Client is informed that, if he requires the execution of the Service before
the end of the withdrawal period, and exercises his right of withdrawal, he will be
required to pay the price corresponding to the use of the Service actually provided
between the date of execution and the date of exercise of the right of withdrawal.
17.6. Fipto will reimburse to the Client, as soon as possible and within thirty days at the latest, all sums received, with the exception of the amount mentioned above. The reimbursement period begins on the day Fipto receives notification from the Client of his wish to withdraw.
18. Responsibility of the Parties
18.1. Client liability
18.1.1. The Clients guarantee Fipto against any breach, against any fraudulent use or use in bad faith of the Services.
18.1.2. The Client agrees to indemnify, defend and hold Fipto harmless against any claim against Fipto arising from the Client's use of the Services.
18.1.3. In particular, Fipto shall not be responsible for the Client's choices and decisions concerning the use of the Services and notably the performance of Transactions/Conversions involving Digital Assets, notably including but not limited to any erroneous decision relative to a Transaction/Conversion, the performance by the Client of incorrect or inappropriate Transactions, an error with regard to the External Wallet Address. In this regard, and considering the risks inherent to the use of the Services, Fipto is not responsible for the possible financial losses incurred by the Client and resulting from the Client’s use of the Services.
18.1.4. Clients further agree to indemnify and hold Fipto harmless from any and all liability, loss, damages, costs, claims and/or expenses, including but not limited to attorneys' fees, that Fipto may incur or be required to pay as a result of such claims.
18.1.5. Fipto shall not be liable for any errors in the Client's information, for the loss or theft of a password by the Client, or for any Client Account usurpation resulting therefrom.
18.1.6. Fipto shall not be liable for the functioning (or malfunction) of the Client’s computer equipment, nor for her/his access to the Internet or to any network (Internet network, telecommunication network or electronic communication, etc.).
18.1.7. Fipto is not responsible for any malfunction or failure of third-party services’ websites or platforms.
18.2. Responsibility of Fipto
18.2.1. Fipto undertakes to perform its obligations with the care normally expected of a professional in the same sector of activity and to comply with current professional practices. However, Fipto can only be held to an obligation of means.
18.2.2. Except for the warranties of the Services mentioned above, Fipto disclaims all liability and all obligation to compensate any person whatsoever for any loss or damage caused by a Client or a third party (with the exception of Fipto’s Partners).
18.2.3. Fipto does not guarantee continuous or uninterrupted access to the Services. Consequently, it cannot be held liable for any act or omission, non-performance, partial performance or delay in performance of its obligations in connection with damage or loss suffered directly or indirectly by the Client resulting from factors beyond the reasonable control of Fipto.
18.2.4. Clients are informed that Fipto may occasionally interrupt access to all or part of the Services in the conditions set out in section 22.
18.2.5. Fipto may not be held liable for any damage resulting from such suspensions. Upon normal resumption of service, Fipto will make reasonable efforts to process outstanding Transactions and Conversions as soon as possible.
18.2.6. In addition, Fipto will not be held liable for any loss resulting from :
- 18.2.6.1. the enforcement of any applicable law;
- 18.2.6.2. the refusal of a bank transfer ;
- 18.2.6.3. unusual or illegal use of the Services;
- 18.2.6.4. any breach by a Client of its obligations or any fault on its part;
- 18.2.6.5. breakdowns or malfunctions of the Services for which Fipto is not responsible;
- 18.2.6.6. cyber attacks, provided that Fipto is not liable for a security breach and made all possible effort to limit the resulting damage; - 18.2.6.7. indirect damage that may result from the Services provided by Fipto, such as an action brought by a third party against a Client, commercial loss, loss of clientele, commercial disturbance, loss of profit, loss of data not attributable to Fipto, loss of brand image suffered by a Client or a third party;
- 18.2.6.8. any case of force majeure as defined by Article 1218 of the French Civil Code or any event beyond the control of Fipto, which includes the breakdown or malfunction of any underlying blockchain nor telecommunication networks;
- 18.2.6.9. any measure taken or legislation adopted by French or
foreign authorities.
18.2.7. Thus, Fipto may be held liable only if Fipto’s fault caused the Client a
certain, personal, direct and reasonably foreseeable harm, unless otherwise
provided by law or regulation.
18.2.8. If Fipto is responsible for a poorly executed Transaction or Conversion, it will return the corresponding amount to the Client without delay and restore the debited Account to the position it would otherwise have held.
18.2.9. Taking into account that Clients are professionals within the meaning of the French consumer code, ino event will Fipto be liable for more than the amounts billed to Clients over the twelve (12) months preceding the incident or series of incidents, unless otherwise provided by law or regulation.
19. Representation and warranties of the Client
19.1. The Signatory declares and guarantees to Fipto that :
● The use of the Services has been duly authorised by the competent bodies in accordance with its articles of association or the regulations applicable to it. As from the date of signature, all the commitments resulting from the present T&Cs will constitute legal obligations, valid and enforceable against the Client.
● The Client, by using the Services, to his knowledge, is not violating any court decision, nor his statutes, nor any contract or other legal or contractual act, obligation or restriction relating to his capacity to contract or to the funds he uses to subscribe.
● The Client is not subject to any legal or collective proceedings.
● All the documents and information provided to Fipto by the Client before the
start of the Services are authentic and the Client guarantees that it has not omitted or altered any document which could mislead Fipto. Similarly, the Client undertakes to declare any occurrence of new facts which could call into question the validity of this relationship.
19.2. Moreover, the Signatory, the Client and its representatives guarantee:
● not being a Prohibited Person.
● has not received notice of or is aware of any claim, action, suit proceeding or
investigation against it with respect to Sanctions by any Sanctions Authority.
● is not subject to any applicable limitation or restriction under Sanctions. ● has not conducted its operations at any time in breach of Sanctions, applicable financial record keeping and money laundering and anti-terrorism financing regulations in all jurisdictions in which it conducts business.
● has not engaged in any activity which would breach any anti-bribery and
corruption laws.
● is not subject to any action, suit or proceeding by or before any court or
governmental agency, authority or body or any arbitrator in relation to a breach of any anti-bribery and corruption laws or any money laundering or anti-terrorism financing laws.
● not being subject to a ban on using the Services resulting, notably, from legislative or regulatory provisions or from an administrative or legal decision, for example.
● not being subject to restrictions on access to financial services as adopted by the United Nations, the Council of the European Union, etc. in the context of the fight against terrorism, corruption, or money laundering.
● not being on the list of specially designated nationals maintained by the Office of Foreign Assets Control (OFAC - United States treasury department) or the list of denied personal of the U.S. Department of Commerce.
● Neither the Client, nor to his knowledge, any director, agent, employee, or person acting on his behalf has engaged in an activity or has had an illegal conduct, in particular in violation of any law or regulation applicable in the field of embezzlement or the fight against corruption. Furthermore, the Client confirms that it has put in place and maintained policies and procedures to prevent and avoid the violation of the laws and regulations applicable to embezzlement or AML/CFT.
19.3. Any violation of the provisions of this article by the Client constitutes a serious violation leading to the termination without notice to the exclusive detriment of the Client.
19.4. The Client declares that the funds used have an origin that complies with the
laws and regulations applicable, in particular with regard to the provisions applicable
to AML/CFT and in all the jurisdictions in which the Client and its subsidiaries have
an activity.
19.5. In addition, the Signatory confirms that he is not the subject of any action, prosecution or legal proceedings before a court or a governmental entity, authority,
or agency and that he is not exposed to them.
20. Confidentiality
20.1. Fipto undertakes to maintain the confidentiality of Clients’ Transactions and
Conversions.
20.2. However, this confidentiality may be lifted, in accordance with the legislation
in force, by virtue of a legal, regulatory or prudential obligation, in particular at the
request of the authorities, the tax or customs authorities, or a criminal court, or in
the event of a court order served on Fipto.
20.3. Notwithstanding the foregoing, the Customer has the option of releasing Fipto from confidentiality by expressly indicating the third parties authorised to receive confidential information concerning the Customer.
20.4. It is specified that confidentiality may be lifted by the effect of regulations for
the benefit of companies providing Fipto with important operational tasks within the
framework of the present T&Cs, and in particular the Partners.
21. Personal Data
21.1. The processing of Client and Signatory personal data (hereinafter referred to
as "Personal Data") is governed by this T&Cs and our Data Protection Policy, which can be consulted at the following address:https://www.fipto.com/privacy. In this respect, Fipto acts in its capacity as Data Controller.
21.2. By accepting the T&Cs, the Clients authorise Fipto to communicate their Personal Data to Partners or subcontractors whose activity has been outsourced to them for the performance of the Services.
22. Proof
22.1. Communications, including claims made by electronic mail, are modes of
communication validly accepted as proof by Users/Clients and Fipto.
22.2. In the absence of proof to the contrary, the data recorded in Fipto's computer
system constitutes proof of all Transactions and Conversions ordered by Clients.
22.3. All information recorded in Fipto's computer databases relating to Orders,
Transactions, Conversions have, in the absence of proof to the contrary, the same
evidentiary force as a document written on paper, both with respect to their content
and with respect to the date and time the information is given and/or received. This
unalterable, secure and reliable tracking is stored and kept in Fipto's computer systems.
22.4. Fipto documents reproducing this information, as well as copies or reproductions of documents, have the same evidentiary value as the original, until
proven otherwise.
23. Duration
23.1. The T&Cs are entered into for an indefinite term, they shall stay in force as long as the User/Client accesses the Platform and the Services.
24. Suspension of Services
24.1. The performance of the T&Cs as well as access to the Client Account and the provision of Services may be interrupted at any time by Fipto in particular in the presence of any of the following situations:
- 24.1.1. a legal or regulatory obligation, a court decision, an injunction or any
administrative request justifying the immediate suspension of Services ;
- 24.1.2. interference that could damage or impair Fipto equipment or that of
third parties; or
- 24.1.3. modifications of any kind to the Services acquired by the Client;
- 24.1.4. late payment of an invoice for more than thirty (30) calendar days; - 24.1.5. rejection of a direct debit for lack of funds;
- 24.1.6. detection of unusual or suspicious activities on the Client Account, or
suspicion regarding the User/Client’s identity.
- 24.1.7. refusal by the Client to provide the information requested by Fipto, in
particular as part of its legal and regulatory AML/CFT obligations;
- 24.1.8. multiple Client Accounts held by the same Client;
- 24.1.9. fraudulent behaviour by the Client, including infringement of Fipto's
intellectual property rights or misuse of the Services for purposes other than
those set out in the contract;
- 24.1.10. bankruptcy, restructuring, liquidation, dissolution or proceedings
having similar effects against the Client.
24.2. Fipto may also interrupt access to all or part of the Services:
24.2.1. to allow repairs, maintenance operations or improvements to functionality ;
24.2.2. in the event of a suspected attempt at piracy, misappropriation of funds or any other risk of damage;
24.2.3. at the request or instruction of authorised persons or competent authorities.
24.3. During the period of suspension or blocking under the conditions set out in
this section, the Client remains liable for all charges incurred and will not be able to
access, where applicable, his income in Digital Assets generated by the Services.
25. Termination of the Terms and Conditions
25.1. Termination at the Client's Initiative
25.1.1. The Client is free to terminate the T&Cs at any time. To do so, they
can send an email to contact@fipto.com.
25.1.2. The T&Cs will also be terminated automatically when the Client
initiates the account deletion procedure.
25.2. Termination at Fipto's Initiative
25.2.1. Fipto may terminate the T&Cs at any time without cause, subject to compliance with a notice period that increases with the duration of the contractual relationship, starting from the signature or acceptance of the T&Cs, as follows: one month's notice during the first year of executing the T&Cs, two months; notice during the second year, and so on up to a 3 months limit.
25.2.2. Fipto may terminate the T&Cs without notice:
25.2.2.1. In case of breach of the Customer’s responsibilities and warranties;.
25.2.2.2. In case of repeated breaches of one or more provisions of the T&Cs;
25.2.2.3. In case of a serious breach or failure of an essential obligation under the T&Cs;
25.2.2.4. If Fipto deems it necessary for the technical protection of its Platform or the legal protection of its DASP status, especially in case of suspicion of the Client's unfair, fraudulent, criminal, or harmful behaviour; or
25.2.2.5. If Fipto has reasonable grounds to believe that continuing to provide the Service to the Client could result in a violation of applicable law or regulations.
25.2.3. If there is a change in applicable law or regulations and their interpretation by the competent regulatory authority affecting Fipto's or its employees; ability to perform the Services, these T&Cs will be automatically terminated.
25.2.4. Furthermore, if Fipto ceases its activities or becomes subject to insolvency proceedings and the proceedings are not concluded within ninety (90) days, Fipto may terminate its Services.
26. Consequences of Termination
26.1. The end of the contractual relationship between Fipto and the Client under
these T&Cs will result in the closure of the Client Account and of the Payment Account. The closure of these accounts shall not entitle to any compensation.
Unless expressly agreed by Fipto, the Client whose accounts have been closed is
not allowed to open another. Any Account opened in violation of this provision may
be immediately closed by Fipto without notice.
26.2. On the termination date, all Client's rights under these T&Cs will be immediately terminated, and the Client will remain liable for service fees until the
termination date indicated by Fipto.
26.3. The closure of the Payment Account may incur fees within the limits of article L.314-13 of the Monetary and Financial Code.
26.4. The Client will no longer be able to use the Services or initiate Transactions
or Conversions from the effective date of termination. The accounts may be kept
open for a period of twelve (12) months to cover any potential disputes and subsequent claims. Transactions or Conversions initiated before the effective date
of termination will not be affected by the termination request and must be executed
according to the terms of the T&Cs.
26.5. In the event of termination or the end of the T&Cs, funds in Digital Assets or Euros stored within the Accounts will be returned to the Client, according to the Client's instructions and subject to (i) any dispute between Fipto and the Client
being resolved on the termination date, (ii) any blocking periods, restrictions associated with the relevant Services, or (iii) any court security or asset freezing
measures.
27. Dissolution
27.1. The dissolution of the Client will automatically terminate these T&Cs from the time Fipto receives such a notification.
27.2. The Client Account is kept open for the time required to settle its liquidation.
Fipto will transfer the balance of the Client’s Internal Wallet with the written agreement of the liquidator in charge of the proceeding.
27.3. If the liquidator has not contacted Fipto within one year of the Client’s
dissolution, the Digital Assets held in the Internal Wallet will be converted into Euros
and transferred to the French Caisse des Dépôts et des Consignations.
28. Intellectual Property
28.1. All intellectual property rights related to the Platform and the Services, including all trademarks, logos, texts, software, databases, names, designs,
themes, concepts, images and arrangement of these (collectively the "Contents") remain at all times the property of Fipto, its licensors and licensees and are protected by copyright, trademark law and all other applicable intellectual property rights.
28.2. No provision of these T&Cs should be interpreted as granting, whether to Users or Clients, any rights on the Contents. Therefore, it is forbidden for Users and Clients to copy, reproduce, display, distribute or exploit in any way, in whole or in part, the Contents, to decompile or attempt to decompile the software, to extract or try to extract data from databases, to interfere or attempt to interfere in any way with the security measures implemented by Fipto, without the prior written authorisation
of Fipto and/or its licensors, which will be granted at the sole discretion of Fipto.
29. Mutual assistance
29.1. If administrative formalities are necessary for the execution of these T&Cs,
Fipto and the Users/Clients commit to mutually assist each other in regularising
these formalities. In case of technical assistance or commercial support needs, the
Client can at any time create a ticket at the following address: contact@fipto.com.
The support will be able to respond to requests expressed in French and English
within an indicative period of 14 days.
30. Change of Control
30.1. The Client may not assign all or part of the T&Cs to third parties without the
prior written agreement of Fipto. In case of (i) a merger by creating a new company,
contribution, partial asset contribution, absorption-merger, split, or other operation
resulting in a universal transmission of Fipto's assets or (ii) any operation resulting
in a change of control, direct or indirect, affecting Fipto, the contractual relationships
will endure without it being necessary to inform or obtain the Client's consent.
31. Non-waiver
31.1. The fact that Fipto does not require at a certain time that the other party
performs one of its obligations under these T&Cs does not affect the right of Fipto to request their performance later. The nullity of a clause does not affect the validity
and obligation to respect the other clauses.
32. Applicable Law and Competent Jurisdiction
32.1. Applicable Law
32.1.1. These T&Cs are exclusively governed by French law.
32.2. Amicable Resolution
32.2.1. In case of a dispute, the Client is invited to proceed amicably and to make a complaint to Fipto's customer service by email at the following address: contact@fipto.com. No action can be taken against Fipto without prior notice sent by registered letter with request for receipt, addressed to the postal address indicated in the legal notices.
32.2.2. Information on the complaint process is available at www.fipto.com/complaints.
32.2.3. Without prejudice of other recourse, in case of a dispute resulting from the application of these T&Cs, and in the absence of an amicable agreement, the Parties may seize the business mediator (https://www.economie.gouv.fr/mediateur-des-entreprises), or the French Autorité des Marchés Financiers (AMF) mediator: Médiateur de l'AMF - 17, place de la Bourse - 75082 Paris Cedex 02.
32.3. Competent Jurisdiction
32.3.1. In the absence of an amicable agreement, any dispute arising from these T&Cs will be settled by the courts of the jurisdiction of the Court of Appeal of Paris.
32.4. Language
32.4.1. The T&Cs are written in English. If they are translated into one or more foreign languages, only the English will be deemed valid in case of a dispute.
33. Partners
33.1. Fipto uses the services of the electronic money institution Modulr Finance B.V. authorised and regulated by the Dutch Central Bank (DNB) as an Electronic Money Institution (Firm Reference Number: R182870) for the issuance of electronic money and payment services. The services of this Partner are available only to customers resident in the European Economic Area (EEA). Your Payment Account and related payment services are provided by Modulr Finance B.V. Your funds will be held in one or more segregated accounts and the full value safeguarded in line with the Financial Supervision Act – for more information please see the partner's website and general terms and conditions.
33.2. Fipto uses the services of Fireblocks Ltd., a limited liability company, located at Floor 25, Yizhak Sade 8, Tel Aviv, Israel 6777508, for the technical infrastructure of the Internal Wallets. Information related to the custody is detailed in the Internal Portfolio clause in article 13 of the GCU. For further information, please consult the documentation available on the Fireblocks website.
33.3. It is reminded that Fipto remains fully responsible for the services provided to the Clients by its Partners.
1. Introduction
1.1. Please read these Terms and Conditions carefully before you agree to use a Client Account or any related services provided by or through us.
1.2. These Terms and Conditions, together with the Client Application Form and the Special Terms applicable to each Service constitute the entire agreement between Fipto and the Client.
1.3. By signing the Client Application Form, or by agreeing to open a Client Account you accept these Terms and Conditions. If there is anything you do not understand, please contact customer services using the contact details in the Client Application Form.
2. Legal Notice
2.1. fipto.com is an online service developed by Fipto France, a simplified joint-stock company registered with the Nanterre Trade and Companies Register (France) under the number 911 148 344, with its registered office at 65 Rue de la Croix, 92000 Nanterre, France (“Fipto”).
2.2. Fipto is registered with the French Autorité des Marchés Financiers (Financial Markets Authority) as a Digital Asset Service Provider (“DASP”) for the activities of digital asset custody, buying/selling digital assets against legal tender, and exchanging digital assets for other digital assets, under the number E2023-69.
2.3. The publication director is Mr. Bertrand Godin.
Contact: contact@fipto.com
2.4. The website is primarily hosted by Amazon Web Services EMEA SARL, a simplified joint-stock company registered with the Luxembourg Trade and Companies Register under the number B 186284, with its registered office at 38 Avenue John F. Kennedy, Luxembourg 1855, Luxembourg.
3. Definitions
3.1. Unless otherwise specified and without prejudice to the other definitions contained in the T&Cs, the terms and expressions defined below will, whenever they begin with a capital letter in this agreement, whether they are used in the singular or plural, masculine or feminine, have the meaning given to them below:
AML/CFT: means anti-money laundering and counter financing of terrorism French and European laws and regulations.
Conversion or Conversion Operation: means the service offered by Fipto that consists of exchanging a quantity of one type of Digital Asset for a quantity of another Digital Asset or exchanging a quantity of fiat currency for a quantity of Digital Asset or the opposite or exchanging a fiat currency against another fiat currency.
Conversion fee: means the fee charged by Fipto for the realisation of a Conversion.
Client: means the legal entity on whose behalf the Signatory enters into these T&Cs with Fipto.
Client Account: means the dedicated and individualised digital interface of Client on the Platform and giving the Client access to the Services.
Client Application Form: means the document titled ‘Client Application Form’, to be filled out by the Client during its onboarding for the creation of its Client Account
Digital Asset: Means one or more digital assets within the meaning of article L.54-10-1 of the French Monetary and Financial Code.
External Wallet: means the Client's personal non-hosted wallet containing the Client's Digital Assets, not held by Fipto but identified as available to receive deposits.
Fipto: means Fipto France SAS, registered with the Registre du Commerce et des Sociétés de Nanterre (France) under number 911 148 344, domiciled 65 Rue de la Croix, 92000 Nanterre, France.
Internal Wallet: means the custodial wallet containing the Digital Assets hosted by Fipto on behalf of the Client.
Order: means a Client's consent to the execution of a Transaction or a Conversion.
Parties: designates Fipto and the Users or Clients, including their respective affiliated entities.
Partners: refers to the external services providers used by Fipto in the course of the provision of the Services, as identified in Section 31.
Payment Account: means the payment account provided by Fipto through a Partner.
Platform: means the fipto.com website including all its subdomains, and any website on which the Services are available.
Prohibited Jurisdiction: means the high risk jurisdictions listed by French, European and International authorities.
Prohibited Persons: means residents of Prohibited Jurisdictions and Sanctioned Persons.
Sanctioned Person: means a person that is (i) listed on, or owned or controlled by a person listed on, or acting on behalf of a person listed on, any Sanctions List (ii) located in, incorporated under the laws of, or owned or (directly or indirectly) controlled by, or acting on behalf of, a person located in or organised under the laws of a country or territory that is the target of country-wide or territory-wide Sanctions; or otherwise a target of Sanctions, i.e. a person with whom a US person or other national of a Sanctions Authority would be prohibited or restricted by law from engaging in trade, business or other activities.
Sanctions: means any economic or trade sanctions laws, regulation, embargoes, or restrictive measures administered, enacted, or enforced by (i) the United States (ii) the United Nations (iii) the European Union; and/or any sanctions regulations or laws administered by other governmental or regulatory bodies which are applicable to the Companies or its partners.
Sanctions Lists: means lists which are prescribed by governmental and/or regulatory authorities for the purpose of Sanctions or any similar list maintained by, or public announcement of Sanctions designation made by, any of the Sanctions Authorities.
Services: refers to all services accessible on the Platform with a Client Account, including the Conversion Operations and the Internal Wallet.
Signatory: means the natural person representing the Client and accepting the T&Cs in the name and on behalf of the legal entity.
Terms and Conditions (T&Cs): means these general terms and conditions of sale and use of the Services.
Transactions: means the action of transferring or withdrawing funds in FIAT or Digital Assets to or from a Payment Account, an Internal Wallet, an External Wallet and/or a bank account.
4. Scope of these Terms and Conditions
4.1. Fipto offers Digital Asset Services to professionals legal entities.
4.2. In accordance with applicable law, it is possible to check Fipto's DASP registration at any time on the amf-france.org website.
4.3. The purpose of the T&Cs is to define the conditions of access and use of the Platform and Services, and to define the rights and obligations of Clients and Fipto in this context.
4.4. These T&Cs apply, without restriction or reservation, to all use of the Services offered on the Platform.
4.5. More detail on the Platform and the Services can be found in the documentation.
5. Eligibility
5.1. The Services are available to any legal entity acting through a natural person who has the legal capacity to enter into a contract in the name and on behalf of such legal entity.
5.2. Opening an Account is subject to AML/CFT identification requirements. Consequently, Prohibited Person, whether Sanctioned Person or persons domiciled in a Prohibited Jurisdiction, are not authorised to use the Services.
5.3. Clients must provide all information that Fipto requires to use the Services. Any incomplete registration will not be validated. Clients will not be entitled to any compensation in this respect.
5.4. Fipto will immediately suspend the Client’s access to the Services and/or terminate the T&Cs if its compliance with the eligibility requirements ceases during the term of the T&Cs.
Acceptance and modification of the Terms and Conditions
6.1. Acceptance
6.1.1. The Signatory declares and guarantees that he/she has all the necessary powers and legal capacity to enter into these T&Cs and legally bind the Client, either by acting as the Client's legal representative, or by having the necessary powers to enter into the T&Cs and perform the contractual undertakings contained therein.
6.1.2. In particular, the Signatory represents and warrants that he/she has all the powers necessary to commit the cash and funds of the legal entity that the Signatory represents.
6.1.3. The Signatory and the Client expressly acknowledge that the Client is validly bound by the Signatory's signature of the T&Cs. The versions of the T&Cs are permanently accessible on the Platform.
6.1.4. These T&Cs constitute a legally binding agreement between Fipto and the Client. The Client acknowledges having carefully read, understood and accepted them in their entirety.
6.1.5. Acceptance of these T&Cs is necessarily full and complete. Any acceptance subject to certain reservations shall be considered null and void. These T&Cs govern the opening of a Client Account in the name of each Client and apply, without restriction or reservation, to all use of the Services offered on the Platform. Any Client who does not agree to be bound by these T&Cs will not be able to access the Services.
6.2 Variation
6.2.1. Fipto may modify the features and functionality of the Platform to improve its operation and quality.
6.2.2. Fipto may unilaterally modify the T&Cs with respect to the technical aspects of the Platform as long as this does not result in an increase in price or an alteration in the quality and characteristics to which the Client's commitment is conditional.
6.2.3. In the event of a substantial change to the T&Cs, Clients will be informed of changes by any means within five (5) days prior to the new version coming into force and will be invited to accept the new version on the Platform.
6.2.4. In this case, if the Clients do not agree with the modified version of the T&Cs, they should stop using the Services and terminate the T&Cs according to the conditions set out in Section 19. The non-termination or continued access to the Services after the effective date or notice period of any amendment or updates will constitute an acceptance of the amended T&Cs.
7. Acceptance of the risks inherent in the Services
7.1. Access to the Service requires a thorough understanding of blockchain technologies, Digital Assets and digital wallets, as well as a good knowledge of the Digital Assets market. If Clients have any doubts and/or additional questions about
the operation of the Services and the associated risks, they are invited to contact Fipto by sending a letter to the e-mail address indicated on the first page. If they do not understand how these technologies work, Clients should refrain from using the Services.
7.2. By accepting these T&Cs, the Client warrants that he/she is aware of the consequences and risks associated with the digital assets sector and blockchain technologies, which are described below.
7.3. Availability risk
7.3.1. We do not guarantee that the Fipto Services will be available at any particular time or that Fipto services will not be subject to unplanned service outages or network congestion. It may not be possible for you to buy, sell, store, transfer, send or receive Digital Assets or fiat when you wish to do so.
7.4. Technological risk (security)
7.4.1. Clients must be aware of the technical risks associated with the Service, which include in particular the risks arising from an error or security flaw associated with the blockchain, which may result in a loss of data or a loss of access to their Digital Assets.
7.4.2. This technological risk may result from an error or security flaw associated with the blockchain, enabling and/or leading to hacking and data theft from the Platform, including, but not limited to, sybil attacks, smurfing-type malware attacks, or other new methods known or unknown.
7.5. Economic risk (volatility)
7.5.1. Clients must be aware of the economic risks associated with the Service. They acknowledge that the Digital Asset markets are decentralised and unregulated.
7.5.2. The Service is not suitable for many Clients and represents a high level of risk of loss of capital, particularly due to the extreme volatility of the markets.
7.5.3. Consequently, although the risk of loss does not exceed the amount invested, Clients undertake not to invest funds that they cannot afford to lose. Furthermore, they acknowledge that past performance is no indication of future performance, which may go down as well as up.
7.6. Legal and regulatory risk
7.6.1. Clients are informed that the legal framework for Digital Assets varies according to the jurisdiction in which they are located and that Digital Assets may be prohibited or subject to a regulatory framework that could cause their value to fall significantly or completely.
7.6.2. Clients must be aware of the risk resulting from the absence of regulation and the subsequent absence of any guarantee associated with this type of asset on regulated markets.
7.6.3. In addition, the Platform is subject to AML/CFT requirements, which may change in the future. Any such change could result in additional obligations being imposed on Fipto and thus limit the effective use of the Services.
7.6.4. Finally, future legislation and case law could also have an impact on
the existence and legality of Digital Assets and associated technologies.
8. Creation of an Account
8.1. In order to access the Services provided by Fipto, the Client must open a Client Account on the Platform.
8.2. To benefit from the Services available on the Platform, a Payment Account held in a Partner’s books is opened in each Client's name.
8.3. Unless specifically authorised, Clients may not create more than one Client Account.
8.4. Client Accounts are created upon Client request, and are validated at Fipto’s sole discretion.
8.5. Payment Accounts are validated at the Partner’s sole discretion. Clients must comply with the procedure regarding the opening and functioning of the Payment Account as described in the Partner’s contract.
8.6. Clients agree to provide all information required by Fipto and its Partners to open a Client Account and a Payment Account, including information required under AML/CFT requirements.
8.7. Fipto will refuse Client Account creation and access to the Service if the Client does not provide the required information, if the information provided is incomplete or inaccurate, or for any other legal reason. This refusal will not give rise to any damages to the benefit of the Client.
8.8. The Client expressly declares that he/she has the capacity and/or has received the authorisations required to use the Services provided by Fipto and guarantees Fipto against any liability resulting from a false declaration.
9. Account Security
9.1. The Client is responsible for access to and use of the Client Account and must make strictly personal use of his/her login information (identifier and password) and implement a strong authentication procedure (two-factor authentication method).
9.2. The Client must under no circumstances disclose his/her login details to any third-party.
9.3. If the Client has reason to believe that their login information has been lost, stolen, misappropriated or compromised in any way, or in the event of unauthorised use of their Client Account and Services, they must immediately notify Fipto by email at contact@fipto.com.
9.4. In the absence of such notification, any use of the Client Account or Services is deemed to have been made by the Client.
9.5. Following such notification, and/or in the presence of a potential or proven threat to the security or confidentiality of the Client's data, the Client authorises Fipto to take all appropriate measures to prevent unauthorised access. In this regard, Fipto may require that the password and identifier be reset or suspend access to the Client Account.
9.6. Fipto may not be held liable for errors in the Client’s information, loss or theft of a password by the Client, or the resulting usurpation of the Client Account.
10. Account blocking
10.1. By Fipto
10.1.1. Fipto may temporarily suspend Client Account and access to Services under the conditions defined in Section 22.
10.1.2. Fipto may permanently terminate Client Account and access to Services under the conditions set out in Section 23.
10.1.3. In such cases, Fipto reserves the right to apply penalties and management fees to the Client and/or to claim damages in case of a breach.
10.1.4. The blocking of a Client Account will automatically result in the blocking of the Payment Account belonging to the same Client.
10.1.5. Clients affected by the suspension or deletion will be notified of the measure without delay and by any means. The blocking of the Client Account will not give rise to any damages to the Client.
10.2. By the Client
10.2.1. The Client may at any time request to be deregistered by e-mail to contact@fipto.com, subject to any contradictory provisions in the subscription to the Services.
10.2.2. The definitive deletion of Accounts irreversibly deletes the Client's data, subject to the retention of data and information required by AML/CFT regulations, pursuant to article L.561-12 of the French Monetary and Financial Code.
10.2.3. Upon request of deletion of the Client’s Account, if the Client’s Wallet has a positive balance, the Client may either:
- Provide Fipto with an External Wallet address to transfer the Digital Assets from the Internal Wallet; or
- Sell the remaining Digital Assets for legal tenders, for transfer on his/her bank account.
10.2.4. Fipto may not be held liable under any circumstances for the loss of data or Digital Assets resulting from an error or a fault of the Client during the suspension or deletion of the Client's Account.
11. Subscribing to the Service
11.1. Pricing
11.1.1. The various Services offered by Fipto, as well as the various prerequisites and pricing conditions associated with each offer, are available on the pricing page of the Platform and upon request at contact@fipto.com.
11.1.2. If Clients have any doubts and/or additional questions about the operation of the Service and the rates, they are invited to contact Fipto by sending an email to contact@fipto.com.
11.1.3. The provision of the Services offered is subject to the following conditions:
11.1.3.1. Compliance with eligibility requirements;
11.1.3.2. Possession of a Client Account and a valid Payment Account, created under the conditions defined in section 8 ; and
11.1.3.3. Payment of the price indicated (subscription).
11.1.4. Fipto reserves the right to refuse or cancel any Client subscription, Conversion or Transaction in the event of insufficient funds or the existence of a dispute between Fipto and the Client concerning a previous payment or Conversion or Transaction.
11.1.5. In the event of unavailability of a Service after payment by the Client, Fipto will inform the Client as soon as possible in order to cancel the order and refund the payment made in this regard.
11.1.6. Any default or delay in payment will automatically result in the invoicing of €40 (inc. VAT) for processing fees. Amounts owed by the Client will bear interest at a rate of 10% per annum until full payment, even in the event of termination of the T&Cs. Fipto reserves the right to set off any definite, liquid and payable claim it may have against the sums owed to the Client.
11.2. Transactions
11.2.1. Once the funds have been received by Fipto, the Client may place Orders corresponding to the desired Transactions. To this end, the Client authorises Fipto to execute, in the Client's name and on the Client's behalf, buy, sell, exchange or transfer Orders placed as part of the Services to which the Client subscribes.
11.2.2. This mandate will be automatically terminated if the subscription is not renewed by the Client or if the Client Account is blocked or deleted.
11.2.3. Fipto reserves the right to carry out in-depth analysis (including the destination of funds) and to refuse Transactions for any security or legal reasons.
12. Description of the Services
12.1. The Services offered by Fipto are detailed on the Platform and summarized in the Sections below.
12.2. The Digital Assets supported by the Services are detailed on the following page: https://docs.fipto.com/reference/supported-assets-1.
12.3. Fipto may modify the list of Services offered at any time, in particular for legal or security reasons.
12.4. In particular, the list of Digital Assets offered, available on the Platform, may change at any time. Fipto may also cease to provide a Service on one or more given Digital Assets.
12.5. In such a case, Fipto will inform Clients by any means, as soon as possible, and will enable Clients to withdraw their Digital Assets to their External Wallet, convert them to other Digital Assets still supported by the Services, or convert them
into Euros.
12.6. Amendments of the Services will not give rise to any compensation to Clients, in particular, Fipto cannot be held responsible for the loss of value of Digital Assets at the time of their sale/exchange, nor for the loss of Digital Assets if they
have not been sold prior to their write-off.
13. Internal Wallet
13.1. Upon subscription to the Services, Clients will be able to:
- Transfer Digital Assets from an External Wallet to their Internal Wallet;
- Withdraw Digital Assets from their Internal Wallet to their External Wallet; and
- Store the Digital Assets purchased or converted through the Platform on their Internal Wallet.
13.2. Clients expressly authorise Fipto to manage the Digital Assets held in custody on their Internal Wallet, for the entire duration of the custody, in order to perform the obligations under the T&Cs.
13.3. Fipto will only manage the Digital Assets held in custody with the Client’s express consent.
13.4. Fipto uses the services of a Partner for the technical infrastructure of the
Internal Wallets (Fireblocks). Fipto is fully responsible for any defect or default of Fireblocks affecting the Client’s Internal Wallet and undertakes to compensate the Client for any loss resulting from it.
13.5. As stated in above, Fipto assumes no responsibility for any loss, damage or consequence, financial or otherwise, caused by the non compliant or unauthorized use of your Internal Wallet and Account credentials.
13.6. Fipto assumes no responsibility for fluctuations in or loss of value of Digital Assets.
13.7. Fipto will hold the Digital Assets in custody in the Internal Wallet until the Client expressly asks for their restitution or until termination of the T&Cs.
13.8. Upon request of restitution or termination of the T&Cs, Fipto will either, at the discretion of the Client, transfer the Digital Assets on the Client’s External Wallet or will convert the Digital Assets into Euros for transfer on the Client’s bank account.
13.9. Before any access or transaction from a Wallet, Clients may have to provide 2-factor authentication in order to secure the access and/or the transaction. According to the transaction details, further information and validation may be required by Fipto.
13.10. Fipto will return the funds in the best delays, except in the event for which Fipto is not accountable, such as when:
- The Client’s Account has been blocked, suspended or closed for any reasons related to Fipto’s AML/CFT obligations;
- Fitpo must perform verifications, in particular linked to AML/CFT obligations;
- A competent authority refuses the restitution;
- An event independent of Fipto’s operations occurs, such as a problem inherent in the operation of the underlying blockchain or smart contract.
13.11. In such cases, the delay in the restitution of the Client’s Digital Assets will not give rise to any compensation.
13.12. Fipto has put in place an appropriate organization to minimize the risk of loss of Client's Digital Assets or the rights related to these digital assets, due to abuse or fraud of these Digital Assets, deficient administration, erroneous registration or negligence. Furthermore, in order to prevent any catastrophe that might occur to the Digital Assets stored, Fipto has put in place a set of security measures provided by the Partner Fireblocks. More information on Fipto’s custody policy can be required by the Client.
14. Automated Execution of a Conversion
14.1. On the Platform, the Clients may request and proceed to the following
automated Conversions:
- Cryptos/Cryptos Conversions,
- Cryptos/Fiat Conversions.
14.2. A Client is able to request, through the Platform, a quote to Fipto in order to
execute a Conversion. The quote is automatically displayed to the Client on the
Platform. If the Client agrees on the quote, he may accept it.
14.2.1. Please note that the Client has 10 seconds to validate the quote
displayed on the screen and proposed by Fipto.
14.2.2. If the quote is accepted, the trade is automatically done and the
Client may view all the inherent transaction information on his transactions
screen available on the Platform.
14.3. If the Client does not accept the quote proposed, the Conversion is
automatically canceled.
14.4. Automated Conversion Conditions :
14.4.1. The Client is the sole decision-maker of his Conversion, he is free to
cancel his Conversion before its validation. This cancellation will be free of
charge.
14.4.2. Clients understand that once validated, the Conversion will be final
and non refundable.
14.4.3. The Client needs to have or create at least one Internal EUR Wallet
and/or Wallet for the Digital Assets he wants to trade before clicking on “Get
final rate”.
14.4.4. The Client needs to have enough funds in the Internal EUR Wallet
and/or Wallet of the Digital Asset he wants to sell / exchange before clicking
on “Get final rate”.
14.4.5. The Client can use the Automated Conversion service subject to
complying with the minimum and maximum limits set by Fipto for example
for certain Conversions and for certain types of Digital Assets. These limits
are directly detailed on the Platform and subject to change at any time.
14.4.6. Fipto cannot be held responsible for the consequences, financial loss
or loss of opportunity resulting from the non-execution or lack of response to
an Order made or received.
14.5. If the conditions for the Automated Conversion are not reached, or if a Client
prefers to execute a Manual Conversion, a Manual Conversion is proposed to the
Client. The conditions are set in the next part below.
15. Manual Execution of a Conversion (RFQ)
15.1. On the Platform, the Clients may request and proceed to the following Conversions:
- Cryptos/Cryptos Conversions,
- Cryptos/Fiat Conversions ;
- Fiat/Fiat currency(ies) Conversions.
15.2. A Client is able to request, through the Platform, a quote to Fipto in order to execute a Conversion. After receiving the Request For Quote (RFQ), Fipto will contact the Client by phone in order to :
- Validate the RFQ ;
- Propose the price of the Digital Asset or Fiat to pay in order to execute the Conversion requested. The Price of the Digital Asset or Fiat is fixed and communicated by the Client Representative to the Client during the phone call with the Client.
15.3. If the Client agrees on the price communicated during the phone conversation, Fipto will execute the trade. The Client Representative, in charge of the Conversion, will validate the Conversion during the phone call.
15.4. Once the conversion is executed, the Client will receive the amount on its
Client Account minus the Conversion fee as described in the Pricing Conditions.
15.5. Conversion Conditions :
15.5.1. The Client is the sole decision-maker of his Conversion, he is free to cancel his Request for Quote or his Conversion before its validation. This cancellation will be free of charge, except for possible Intervention Fees in case of abuse or inappropriate behaviour by the Client.
15.5.2. The Client needs to have or create at least one Internal Wallet for the Digital Assets he wants to trade before clicking on “Request a Quote”.
15.5.3. The Client needs to have enough funds in the Internal Wallet of the Digital Asset he wants to sell / exchange before clicking on “Request a
Quote”.
15.5.4. The Client can use the Conversion service subject to complying with the minimum and maximum limits set by Fipto for example for certain Conversions and for certain types of Digital Assets. These limits are detailed on the Platform subject to change at any time. Fipto will make its best efforts to inform the Clients of such change before they come into force.
15.5.5. The Conversion may be done only during business hours and when a Client Representative is available.
15.5.6. Fipto reserves the right not to execute or respond to any request made, any Order sent or confirmed by any means (Platform, email, telephone, etc.) outside of normal business hours.
15.5.7. Fipto cannot be held responsible for the consequences, financial loss or loss of opportunity resulting from the non-execution or lack of response to a request or Order made or received.
15.6. The Client is informed that his conversations with Fipto, during the execution of the Conversion, is recorded and may be listened to by Fipto for evidentiary purposes, fraud detection and/or to be studied in order to improve the quality of the Service. For more information on the personal data protection framework, please refer to the Data Protection Notice available on the Platform.
16. Payment Links
16.1. On the Platform, the Clients may proceed with the “Payment Links” feature
(“Payment Link”). The Payment Link feature allows the Clients to get paid in Digital
Assets by an external Third Party (“External Counterpart”) through a Payment Link
generated through the Platform, in order to automatically receive fiat currencies
directly on their Payment Account.
16.2. It means that as soon as the Client receives the amount in Digital Assets, sent by the External Counterpart, Fipto will proceed immediately with a Crypto to Fiat Conversion on behalf of the Client and send the Fiat either to the Payment Account of the Client, or on its personal bank account.
16.3. In order to benefit from this feature, the Client must request, through the Platform, the creation of a Payment Link. The Payment Link is strictly personal to the Client and has a limited duration.
16.4. To do so, the Client needs to provide all the necessary information requested by Fipto, including but not limited to (i) information on the destination of the funds ( Client’s Payment Account or external Client’s IBAN), (ii) the amount (“Requested Payment Amount”) and (iii) the expiration date (“Payment Link Expiration Date”). Once the Payment Link is created, the Client may send it to its External Counterpart.
16.5. The External Counterpart, by clicking on the Payment Link received from the
Client may (i) select the Digital Asset he wishes to use and (ii) Confirm the price proposed by Fipto for the selected Digital Asset . Then, it may proceed with the
payment.
16.6. The Client may follow, at any moment, the ongoing of the payment thanks to
the payment status available within the Platform.
16.7. Once the External Counterpart's Digital Assets are received on the Client’s Internal Wallet, Fipto proceeds to the Conversion by selling the totality of the received Digital Assets into fiat. Once the Conversion is executed, the Client will receive the amount on its Payment Account or its personal bank account, as selected, minus the Conversion fee as described in the Pricing Conditions.
16.8. The Payment Links are fully subject to the T&Cs.
16.9. The following specific conditions apply:
16.9.1. To use this feature, the Client must have a fully validated account with Fipto, including an Internal Wallet and a Payment Account, in the conditions set out above.
16.9.2. Currently, the feature exclusively supports USDC and USDT on both Ethereum and Polygon networks. No additional currencies are being offered. It may change in time at Fipto’s sole discretion.
16.9.3. The validation of the External Counterpart payment by Fipto is subject to AML/CFT obligations. Fipto can refuse or block a payment in case of suspicion of fraud, without motive, which will not give rise to any compensation.
16.9.4. The External Counterpart, once the Digital Assets have been selected and confirmed, will have 15 minutes to trigger the payment on its own platform. If the payment is not done after the mandatory 15 minutes, the payment will be refused. This will not give rise to any compensation of the Client by Fipto in any way.
16.9.5. If the External Counterpart sends less than the Requested Payment Amount or later than the Payment Link Expiration Date, the payment will be refused and sent back to the External Counterpart’s wallet used to proceed the payment. In this case, a 10 EUR fee will be applied.
16.9.6. If the External Counterpart sends more than the Requested Payment Amount, the difference will be sent back to the External Counterpart’s Wallet used to proceed the Payment. In this case, a 10 EUR fee will be applied.
16.10. Fipto cannot be held liable for:
16.10.1. Any error in the information provided by the Client for the creation of the Payment Link or the transfer of the fiat;
16.10.2. Any delay, blocking or refusal of the payment made, due to the application of Fipto's statutory obligations;
16.10.3. Any error or delay of the External Counterpart affecting the validation of the payment;
16.10.4. Any other delay or failure in the provision of this feature, due to force
majeure.
17. Right of withdrawal
17.1. In application of article L.221-3 of the French consumer code, Clients may not benefit from a right of withdrawal since the purpose of the Services necessarily falls within the scope of the professional activity of the Client.
17.2. However, if the Client was canvassed by phone or by email, he has a period of fourteen calendar days in which to exercise his right of withdrawal, without having
to justify his decision or pay any penalties.
17.3. In compliance with the French consumer code, the right of withdrawal does not apply to the crypto/crypto, crypto/fiat or fiat/crypto Conversions since the value
of Digital Assets depends on fluctuations of the market outside of Fipto’s control
17.4. For the other Services, the period during which the right of withdrawal may
be exercised begins to run from the day on which the T&Cs are signed.
17.5. The Client is informed that, if he requires the execution of the Service before
the end of the withdrawal period, and exercises his right of withdrawal, he will be
required to pay the price corresponding to the use of the Service actually provided
between the date of execution and the date of exercise of the right of withdrawal.
17.6. Fipto will reimburse to the Client, as soon as possible and within thirty days at the latest, all sums received, with the exception of the amount mentioned above. The reimbursement period begins on the day Fipto receives notification from the Client of his wish to withdraw.
18. Responsibility of the Parties
18.1. Client liability
18.1.1. The Clients guarantee Fipto against any breach, against any fraudulent use or use in bad faith of the Services.
18.1.2. The Client agrees to indemnify, defend and hold Fipto harmless against any claim against Fipto arising from the Client's use of the Services.
18.1.3. In particular, Fipto shall not be responsible for the Client's choices and decisions concerning the use of the Services and notably the performance of Transactions/Conversions involving Digital Assets, notably including but not limited to any erroneous decision relative to a Transaction/Conversion, the performance by the Client of incorrect or inappropriate Transactions, an error with regard to the External Wallet Address. In this regard, and considering the risks inherent to the use of the Services, Fipto is not responsible for the possible financial losses incurred by the Client and resulting from the Client’s use of the Services.
18.1.4. Clients further agree to indemnify and hold Fipto harmless from any and all liability, loss, damages, costs, claims and/or expenses, including but not limited to attorneys' fees, that Fipto may incur or be required to pay as a result of such claims.
18.1.5. Fipto shall not be liable for any errors in the Client's information, for the loss or theft of a password by the Client, or for any Client Account usurpation resulting therefrom.
18.1.6. Fipto shall not be liable for the functioning (or malfunction) of the Client’s computer equipment, nor for her/his access to the Internet or to any network (Internet network, telecommunication network or electronic communication, etc.).
18.1.7. Fipto is not responsible for any malfunction or failure of third-party services’ websites or platforms.
18.2. Responsibility of Fipto
18.2.1. Fipto undertakes to perform its obligations with the care normally expected of a professional in the same sector of activity and to comply with current professional practices. However, Fipto can only be held to an obligation of means.
18.2.2. Except for the warranties of the Services mentioned above, Fipto disclaims all liability and all obligation to compensate any person whatsoever for any loss or damage caused by a Client or a third party (with the exception of Fipto’s Partners).
18.2.3. Fipto does not guarantee continuous or uninterrupted access to the Services. Consequently, it cannot be held liable for any act or omission, non-performance, partial performance or delay in performance of its obligations in connection with damage or loss suffered directly or indirectly by the Client resulting from factors beyond the reasonable control of Fipto.
18.2.4. Clients are informed that Fipto may occasionally interrupt access to all or part of the Services in the conditions set out in section 22.
18.2.5. Fipto may not be held liable for any damage resulting from such suspensions. Upon normal resumption of service, Fipto will make reasonable efforts to process outstanding Transactions and Conversions as soon as possible.
18.2.6. In addition, Fipto will not be held liable for any loss resulting from :
- 18.2.6.1. the enforcement of any applicable law;
- 18.2.6.2. the refusal of a bank transfer ;
- 18.2.6.3. unusual or illegal use of the Services;
- 18.2.6.4. any breach by a Client of its obligations or any fault on its part;
- 18.2.6.5. breakdowns or malfunctions of the Services for which Fipto is not responsible;
- 18.2.6.6. cyber attacks, provided that Fipto is not liable for a security breach and made all possible effort to limit the resulting damage; - 18.2.6.7. indirect damage that may result from the Services provided by Fipto, such as an action brought by a third party against a Client, commercial loss, loss of clientele, commercial disturbance, loss of profit, loss of data not attributable to Fipto, loss of brand image suffered by a Client or a third party;
- 18.2.6.8. any case of force majeure as defined by Article 1218 of the French Civil Code or any event beyond the control of Fipto, which includes the breakdown or malfunction of any underlying blockchain nor telecommunication networks;
- 18.2.6.9. any measure taken or legislation adopted by French or
foreign authorities.
18.2.7. Thus, Fipto may be held liable only if Fipto’s fault caused the Client a
certain, personal, direct and reasonably foreseeable harm, unless otherwise
provided by law or regulation.
18.2.8. If Fipto is responsible for a poorly executed Transaction or Conversion, it will return the corresponding amount to the Client without delay and restore the debited Account to the position it would otherwise have held.
18.2.9. Taking into account that Clients are professionals within the meaning of the French consumer code, ino event will Fipto be liable for more than the amounts billed to Clients over the twelve (12) months preceding the incident or series of incidents, unless otherwise provided by law or regulation.
19. Representation and warranties of the Client
19.1. The Signatory declares and guarantees to Fipto that :
● The use of the Services has been duly authorised by the competent bodies in accordance with its articles of association or the regulations applicable to it. As from the date of signature, all the commitments resulting from the present T&Cs will constitute legal obligations, valid and enforceable against the Client.
● The Client, by using the Services, to his knowledge, is not violating any court decision, nor his statutes, nor any contract or other legal or contractual act, obligation or restriction relating to his capacity to contract or to the funds he uses to subscribe.
● The Client is not subject to any legal or collective proceedings.
● All the documents and information provided to Fipto by the Client before the
start of the Services are authentic and the Client guarantees that it has not omitted or altered any document which could mislead Fipto. Similarly, the Client undertakes to declare any occurrence of new facts which could call into question the validity of this relationship.
19.2. Moreover, the Signatory, the Client and its representatives guarantee:
● not being a Prohibited Person.
● has not received notice of or is aware of any claim, action, suit proceeding or
investigation against it with respect to Sanctions by any Sanctions Authority.
● is not subject to any applicable limitation or restriction under Sanctions. ● has not conducted its operations at any time in breach of Sanctions, applicable financial record keeping and money laundering and anti-terrorism financing regulations in all jurisdictions in which it conducts business.
● has not engaged in any activity which would breach any anti-bribery and
corruption laws.
● is not subject to any action, suit or proceeding by or before any court or
governmental agency, authority or body or any arbitrator in relation to a breach of any anti-bribery and corruption laws or any money laundering or anti-terrorism financing laws.
● not being subject to a ban on using the Services resulting, notably, from legislative or regulatory provisions or from an administrative or legal decision, for example.
● not being subject to restrictions on access to financial services as adopted by the United Nations, the Council of the European Union, etc. in the context of the fight against terrorism, corruption, or money laundering.
● not being on the list of specially designated nationals maintained by the Office of Foreign Assets Control (OFAC - United States treasury department) or the list of denied personal of the U.S. Department of Commerce.
● Neither the Client, nor to his knowledge, any director, agent, employee, or person acting on his behalf has engaged in an activity or has had an illegal conduct, in particular in violation of any law or regulation applicable in the field of embezzlement or the fight against corruption. Furthermore, the Client confirms that it has put in place and maintained policies and procedures to prevent and avoid the violation of the laws and regulations applicable to embezzlement or AML/CFT.
19.3. Any violation of the provisions of this article by the Client constitutes a serious violation leading to the termination without notice to the exclusive detriment of the Client.
19.4. The Client declares that the funds used have an origin that complies with the
laws and regulations applicable, in particular with regard to the provisions applicable
to AML/CFT and in all the jurisdictions in which the Client and its subsidiaries have
an activity.
19.5. In addition, the Signatory confirms that he is not the subject of any action, prosecution or legal proceedings before a court or a governmental entity, authority,
or agency and that he is not exposed to them.
20. Confidentiality
20.1. Fipto undertakes to maintain the confidentiality of Clients’ Transactions and
Conversions.
20.2. However, this confidentiality may be lifted, in accordance with the legislation
in force, by virtue of a legal, regulatory or prudential obligation, in particular at the
request of the authorities, the tax or customs authorities, or a criminal court, or in
the event of a court order served on Fipto.
20.3. Notwithstanding the foregoing, the Customer has the option of releasing Fipto from confidentiality by expressly indicating the third parties authorised to receive confidential information concerning the Customer.
20.4. It is specified that confidentiality may be lifted by the effect of regulations for
the benefit of companies providing Fipto with important operational tasks within the
framework of the present T&Cs, and in particular the Partners.
21. Personal Data
21.1. The processing of Client and Signatory personal data (hereinafter referred to
as "Personal Data") is governed by this T&Cs and our Data Protection Policy, which can be consulted at the following address:https://www.fipto.com/privacy. In this respect, Fipto acts in its capacity as Data Controller.
21.2. By accepting the T&Cs, the Clients authorise Fipto to communicate their Personal Data to Partners or subcontractors whose activity has been outsourced to them for the performance of the Services.
22. Proof
22.1. Communications, including claims made by electronic mail, are modes of
communication validly accepted as proof by Users/Clients and Fipto.
22.2. In the absence of proof to the contrary, the data recorded in Fipto's computer
system constitutes proof of all Transactions and Conversions ordered by Clients.
22.3. All information recorded in Fipto's computer databases relating to Orders,
Transactions, Conversions have, in the absence of proof to the contrary, the same
evidentiary force as a document written on paper, both with respect to their content
and with respect to the date and time the information is given and/or received. This
unalterable, secure and reliable tracking is stored and kept in Fipto's computer systems.
22.4. Fipto documents reproducing this information, as well as copies or reproductions of documents, have the same evidentiary value as the original, until
proven otherwise.
23. Duration
23.1. The T&Cs are entered into for an indefinite term, they shall stay in force as long as the User/Client accesses the Platform and the Services.
24. Suspension of Services
24.1. The performance of the T&Cs as well as access to the Client Account and the provision of Services may be interrupted at any time by Fipto in particular in the presence of any of the following situations:
- 24.1.1. a legal or regulatory obligation, a court decision, an injunction or any
administrative request justifying the immediate suspension of Services ;
- 24.1.2. interference that could damage or impair Fipto equipment or that of
third parties; or
- 24.1.3. modifications of any kind to the Services acquired by the Client;
- 24.1.4. late payment of an invoice for more than thirty (30) calendar days; - 24.1.5. rejection of a direct debit for lack of funds;
- 24.1.6. detection of unusual or suspicious activities on the Client Account, or
suspicion regarding the User/Client’s identity.
- 24.1.7. refusal by the Client to provide the information requested by Fipto, in
particular as part of its legal and regulatory AML/CFT obligations;
- 24.1.8. multiple Client Accounts held by the same Client;
- 24.1.9. fraudulent behaviour by the Client, including infringement of Fipto's
intellectual property rights or misuse of the Services for purposes other than
those set out in the contract;
- 24.1.10. bankruptcy, restructuring, liquidation, dissolution or proceedings
having similar effects against the Client.
24.2. Fipto may also interrupt access to all or part of the Services:
24.2.1. to allow repairs, maintenance operations or improvements to functionality ;
24.2.2. in the event of a suspected attempt at piracy, misappropriation of funds or any other risk of damage;
24.2.3. at the request or instruction of authorised persons or competent authorities.
24.3. During the period of suspension or blocking under the conditions set out in
this section, the Client remains liable for all charges incurred and will not be able to
access, where applicable, his income in Digital Assets generated by the Services.
25. Termination of the Terms and Conditions
25.1. Termination at the Client's Initiative
25.1.1. The Client is free to terminate the T&Cs at any time. To do so, they
can send an email to contact@fipto.com.
25.1.2. The T&Cs will also be terminated automatically when the Client
initiates the account deletion procedure.
25.2. Termination at Fipto's Initiative
25.2.1. Fipto may terminate the T&Cs at any time without cause, subject to compliance with a notice period that increases with the duration of the contractual relationship, starting from the signature or acceptance of the T&Cs, as follows: one month's notice during the first year of executing the T&Cs, two months; notice during the second year, and so on up to a 3 months limit.
25.2.2. Fipto may terminate the T&Cs without notice:
25.2.2.1. In case of breach of the Customer’s responsibilities and warranties;.
25.2.2.2. In case of repeated breaches of one or more provisions of the T&Cs;
25.2.2.3. In case of a serious breach or failure of an essential obligation under the T&Cs;
25.2.2.4. If Fipto deems it necessary for the technical protection of its Platform or the legal protection of its DASP status, especially in case of suspicion of the Client's unfair, fraudulent, criminal, or harmful behaviour; or
25.2.2.5. If Fipto has reasonable grounds to believe that continuing to provide the Service to the Client could result in a violation of applicable law or regulations.
25.2.3. If there is a change in applicable law or regulations and their interpretation by the competent regulatory authority affecting Fipto's or its employees; ability to perform the Services, these T&Cs will be automatically terminated.
25.2.4. Furthermore, if Fipto ceases its activities or becomes subject to insolvency proceedings and the proceedings are not concluded within ninety (90) days, Fipto may terminate its Services.
26. Consequences of Termination
26.1. The end of the contractual relationship between Fipto and the Client under
these T&Cs will result in the closure of the Client Account and of the Payment Account. The closure of these accounts shall not entitle to any compensation.
Unless expressly agreed by Fipto, the Client whose accounts have been closed is
not allowed to open another. Any Account opened in violation of this provision may
be immediately closed by Fipto without notice.
26.2. On the termination date, all Client's rights under these T&Cs will be immediately terminated, and the Client will remain liable for service fees until the
termination date indicated by Fipto.
26.3. The closure of the Payment Account may incur fees within the limits of article L.314-13 of the Monetary and Financial Code.
26.4. The Client will no longer be able to use the Services or initiate Transactions
or Conversions from the effective date of termination. The accounts may be kept
open for a period of twelve (12) months to cover any potential disputes and subsequent claims. Transactions or Conversions initiated before the effective date
of termination will not be affected by the termination request and must be executed
according to the terms of the T&Cs.
26.5. In the event of termination or the end of the T&Cs, funds in Digital Assets or Euros stored within the Accounts will be returned to the Client, according to the Client's instructions and subject to (i) any dispute between Fipto and the Client
being resolved on the termination date, (ii) any blocking periods, restrictions associated with the relevant Services, or (iii) any court security or asset freezing
measures.
27. Dissolution
27.1. The dissolution of the Client will automatically terminate these T&Cs from the time Fipto receives such a notification.
27.2. The Client Account is kept open for the time required to settle its liquidation.
Fipto will transfer the balance of the Client’s Internal Wallet with the written agreement of the liquidator in charge of the proceeding.
27.3. If the liquidator has not contacted Fipto within one year of the Client’s
dissolution, the Digital Assets held in the Internal Wallet will be converted into Euros
and transferred to the French Caisse des Dépôts et des Consignations.
28. Intellectual Property
28.1. All intellectual property rights related to the Platform and the Services, including all trademarks, logos, texts, software, databases, names, designs,
themes, concepts, images and arrangement of these (collectively the "Contents") remain at all times the property of Fipto, its licensors and licensees and are protected by copyright, trademark law and all other applicable intellectual property rights.
28.2. No provision of these T&Cs should be interpreted as granting, whether to Users or Clients, any rights on the Contents. Therefore, it is forbidden for Users and Clients to copy, reproduce, display, distribute or exploit in any way, in whole or in part, the Contents, to decompile or attempt to decompile the software, to extract or try to extract data from databases, to interfere or attempt to interfere in any way with the security measures implemented by Fipto, without the prior written authorisation
of Fipto and/or its licensors, which will be granted at the sole discretion of Fipto.
29. Mutual assistance
29.1. If administrative formalities are necessary for the execution of these T&Cs,
Fipto and the Users/Clients commit to mutually assist each other in regularising
these formalities. In case of technical assistance or commercial support needs, the
Client can at any time create a ticket at the following address: contact@fipto.com.
The support will be able to respond to requests expressed in French and English
within an indicative period of 14 days.
30. Change of Control
30.1. The Client may not assign all or part of the T&Cs to third parties without the
prior written agreement of Fipto. In case of (i) a merger by creating a new company,
contribution, partial asset contribution, absorption-merger, split, or other operation
resulting in a universal transmission of Fipto's assets or (ii) any operation resulting
in a change of control, direct or indirect, affecting Fipto, the contractual relationships
will endure without it being necessary to inform or obtain the Client's consent.
31. Non-waiver
31.1. The fact that Fipto does not require at a certain time that the other party
performs one of its obligations under these T&Cs does not affect the right of Fipto to request their performance later. The nullity of a clause does not affect the validity
and obligation to respect the other clauses.
32. Applicable Law and Competent Jurisdiction
32.1. Applicable Law
32.1.1. These T&Cs are exclusively governed by French law.
32.2. Amicable Resolution
32.2.1. In case of a dispute, the Client is invited to proceed amicably and to make a complaint to Fipto's customer service by email at the following address: contact@fipto.com. No action can be taken against Fipto without prior notice sent by registered letter with request for receipt, addressed to the postal address indicated in the legal notices.
32.2.2. Information on the complaint process is available at www.fipto.com/complaints.
32.2.3. Without prejudice of other recourse, in case of a dispute resulting from the application of these T&Cs, and in the absence of an amicable agreement, the Parties may seize the business mediator (https://www.economie.gouv.fr/mediateur-des-entreprises), or the French Autorité des Marchés Financiers (AMF) mediator: Médiateur de l'AMF - 17, place de la Bourse - 75082 Paris Cedex 02.
32.3. Competent Jurisdiction
32.3.1. In the absence of an amicable agreement, any dispute arising from these T&Cs will be settled by the courts of the jurisdiction of the Court of Appeal of Paris.
32.4. Language
32.4.1. The T&Cs are written in English. If they are translated into one or more foreign languages, only the English will be deemed valid in case of a dispute.
33. Partners
33.1. Fipto is a partner of Modulr Finance B.V., a company registered in the Netherlands with company number 81852401, authorised and regulated by the Dutch Central Bank (DNB) as an Electronic Money Institution (Firm Reference Number: R182870) for the issuance of electronic money and payment services. Your Payment Account and related payment services are provided by Modulr Finance B.V. Your funds will be held in one or more segregated accounts and the full value safeguarded in line with the Financial Supervision Act – for more information please see this link.
33.2. Fipto uses the services of Fireblocks Ltd., a limited liability company, located at Floor 25, Yizhak Sade 8, Tel Aviv, Israel 6777508, for the technical infrastructure of the Internal Wallets. Information related to the custody is detailed in Section 13. More information on Fireblocks can be found on its website.
33.3. It is reminded that Fipto remains fully responsible for the services provided to the Clients by its Partners.
1. Introduction
1.1. Please read these Terms and Conditions carefully before you agree to use a Client Account or any related services provided by or through us.
1.2. These Terms and Conditions, together with the Client Application Form and the Special Terms applicable to each Service constitute the entire agreement between Fipto and the Client.
1.3. By signing the Client Application Form, or by agreeing to open a Client Account you accept these Terms and Conditions. If there is anything you do not understand, please contact customer services using the contact details in the Client Application Form.
2. Legal Notice
2.1. fipto.com is an online service developed by Fipto France, a simplified joint-stock company registered with the Nanterre Trade and Companies Register (France) under the number 911 148 344, with its registered office at 65 Rue de la Croix, 92000 Nanterre, France (“Fipto”).
2.2. Fipto is registered with the French Autorité des Marchés Financiers (Financial Markets Authority) as a Digital Asset Service Provider (“DASP”) for the activities of digital asset custody, buying/selling digital assets against legal tender, and exchanging digital assets for other digital assets, under the number E2023-69.
2.3. The publication director is Mr. Bertrand Godin.
Contact: contact@fipto.com
2.4. The website is primarily hosted by Amazon Web Services EMEA SARL, a simplified joint-stock company registered with the Luxembourg Trade and Companies Register under the number B 186284, with its registered office at 38 Avenue John F. Kennedy, Luxembourg 1855, Luxembourg.
3. Definitions
3.1. Unless otherwise specified and without prejudice to the other definitions contained in the T&Cs, the terms and expressions defined below will, whenever they begin with a capital letter in this agreement, whether they are used in the singular or plural, masculine or feminine, have the meaning given to them below:
AML/CFT: means anti-money laundering and counter financing of terrorism French and European laws and regulations.
Conversion or Conversion Operation: means the service offered by Fipto that consists of exchanging a quantity of one type of Digital Asset for a quantity of another Digital Asset or exchanging a quantity of fiat currency for a quantity of Digital Asset or the opposite or exchanging a fiat currency against another fiat currency.
Conversion fee: means the fee charged by Fipto for the realisation of a Conversion.
Client: means the legal entity on whose behalf the Signatory enters into these T&Cs with Fipto.
Client Account: means the dedicated and individualised digital interface of Client on the Platform and giving the Client access to the Services.
Client Application Form: means the document titled ‘Client Application Form’, to be filled out by the Client during its onboarding for the creation of its Client Account
Digital Asset: Means one or more digital assets within the meaning of article L.54-10-1 of the French Monetary and Financial Code.
External Wallet: means the Client's personal non-hosted wallet containing the Client's Digital Assets, not held by Fipto but identified as available to receive deposits.
Fipto: means Fipto France SAS, registered with the Registre du Commerce et des Sociétés de Nanterre (France) under number 911 148 344, domiciled 65 Rue de la Croix, 92000 Nanterre, France.
Internal Wallet: means the custodial wallet containing the Digital Assets hosted by Fipto on behalf of the Client.
Order: means a Client's consent to the execution of a Transaction or a Conversion.
Parties: designates Fipto and the Users or Clients, including their respective affiliated entities.
Partners: refers to the external services providers used by Fipto in the course of the provision of the Services, as identified in Section 31.
Payment Account: means the payment account provided by Fipto through a Partner.
Platform: means the fipto.com website including all its subdomains, and any website on which the Services are available.
Prohibited Jurisdiction: means the high risk jurisdictions listed by French, European and International authorities.
Prohibited Persons: means residents of Prohibited Jurisdictions and Sanctioned Persons.
Sanctioned Person: means a person that is (i) listed on, or owned or controlled by a person listed on, or acting on behalf of a person listed on, any Sanctions List (ii) located in, incorporated under the laws of, or owned or (directly or indirectly) controlled by, or acting on behalf of, a person located in or organised under the laws of a country or territory that is the target of country-wide or territory-wide Sanctions; or otherwise a target of Sanctions, i.e. a person with whom a US person or other national of a Sanctions Authority would be prohibited or restricted by law from engaging in trade, business or other activities.
Sanctions: means any economic or trade sanctions laws, regulation, embargoes, or restrictive measures administered, enacted, or enforced by (i) the United States (ii) the United Nations (iii) the European Union; and/or any sanctions regulations or laws administered by other governmental or regulatory bodies which are applicable to the Companies or its partners.
Sanctions Lists: means lists which are prescribed by governmental and/or regulatory authorities for the purpose of Sanctions or any similar list maintained by, or public announcement of Sanctions designation made by, any of the Sanctions Authorities.
Services: refers to all services accessible on the Platform with a Client Account, including the Conversion Operations and the Internal Wallet.
Signatory: means the natural person representing the Client and accepting the T&Cs in the name and on behalf of the legal entity.
Terms and Conditions (T&Cs): means these general terms and conditions of sale and use of the Services.
Transactions: means the action of transferring or withdrawing funds in FIAT or Digital Assets to or from a Payment Account, an Internal Wallet, an External Wallet and/or a bank account.
4. Scope of these Terms and Conditions
4.1. Fipto offers Digital Asset Services to professionals legal entities.
4.2. In accordance with applicable law, it is possible to check Fipto's DASP registration at any time on the amf-france.org website.
4.3. The purpose of the T&Cs is to define the conditions of access and use of the Platform and Services, and to define the rights and obligations of Clients and Fipto in this context.
4.4. These T&Cs apply, without restriction or reservation, to all use of the Services offered on the Platform.
4.5. More detail on the Platform and the Services can be found in the documentation.
5. Eligibility
5.1. The Services are available to any legal entity acting through a natural person who has the legal capacity to enter into a contract in the name and on behalf of such legal entity.
5.2. Opening an Account is subject to AML/CFT identification requirements. Consequently, Prohibited Person, whether Sanctioned Person or persons domiciled in a Prohibited Jurisdiction, are not authorised to use the Services.
5.3. Clients must provide all information that Fipto requires to use the Services. Any incomplete registration will not be validated. Clients will not be entitled to any compensation in this respect.
5.4. Fipto will immediately suspend the Client’s access to the Services and/or terminate the T&Cs if its compliance with the eligibility requirements ceases during the term of the T&Cs.
Acceptance and modification of the Terms and Conditions
6.1. Acceptance
6.1.1. The Signatory declares and guarantees that he/she has all the necessary powers and legal capacity to enter into these T&Cs and legally bind the Client, either by acting as the Client's legal representative, or by having the necessary powers to enter into the T&Cs and perform the contractual undertakings contained therein.
6.1.2. In particular, the Signatory represents and warrants that he/she has all the powers necessary to commit the cash and funds of the legal entity that the Signatory represents.
6.1.3. The Signatory and the Client expressly acknowledge that the Client is validly bound by the Signatory's signature of the T&Cs. The versions of the T&Cs are permanently accessible on the Platform.
6.1.4. These T&Cs constitute a legally binding agreement between Fipto and the Client. The Client acknowledges having carefully read, understood and accepted them in their entirety.
6.1.5. Acceptance of these T&Cs is necessarily full and complete. Any acceptance subject to certain reservations shall be considered null and void. These T&Cs govern the opening of a Client Account in the name of each Client and apply, without restriction or reservation, to all use of the Services offered on the Platform. Any Client who does not agree to be bound by these T&Cs will not be able to access the Services.
6.2 Variation
6.2.1. Fipto may modify the features and functionality of the Platform to improve its operation and quality.
6.2.2. Fipto may unilaterally modify the T&Cs with respect to the technical aspects of the Platform as long as this does not result in an increase in price or an alteration in the quality and characteristics to which the Client's commitment is conditional.
6.2.3. In the event of a substantial change to the T&Cs, Clients will be informed of changes by any means within five (5) days prior to the new version coming into force and will be invited to accept the new version on the Platform.
6.2.4. In this case, if the Clients do not agree with the modified version of the T&Cs, they should stop using the Services and terminate the T&Cs according to the conditions set out in Section 19. The non-termination or continued access to the Services after the effective date or notice period of any amendment or updates will constitute an acceptance of the amended T&Cs.
7. Acceptance of the risks inherent in the Services
7.1. Access to the Service requires a thorough understanding of blockchain technologies, Digital Assets and digital wallets, as well as a good knowledge of the Digital Assets market. If Clients have any doubts and/or additional questions about
the operation of the Services and the associated risks, they are invited to contact Fipto by sending a letter to the e-mail address indicated on the first page. If they do not understand how these technologies work, Clients should refrain from using the Services.
7.2. By accepting these T&Cs, the Client warrants that he/she is aware of the consequences and risks associated with the digital assets sector and blockchain technologies, which are described below.
7.3. Availability risk
7.3.1. We do not guarantee that the Fipto Services will be available at any particular time or that Fipto services will not be subject to unplanned service outages or network congestion. It may not be possible for you to buy, sell, store, transfer, send or receive Digital Assets or fiat when you wish to do so.
7.4. Technological risk (security)
7.4.1. Clients must be aware of the technical risks associated with the Service, which include in particular the risks arising from an error or security flaw associated with the blockchain, which may result in a loss of data or a loss of access to their Digital Assets.
7.4.2. This technological risk may result from an error or security flaw associated with the blockchain, enabling and/or leading to hacking and data theft from the Platform, including, but not limited to, sybil attacks, smurfing-type malware attacks, or other new methods known or unknown.
7.5. Economic risk (volatility)
7.5.1. Clients must be aware of the economic risks associated with the Service. They acknowledge that the Digital Asset markets are decentralised and unregulated.
7.5.2. The Service is not suitable for many Clients and represents a high level of risk of loss of capital, particularly due to the extreme volatility of the markets.
7.5.3. Consequently, although the risk of loss does not exceed the amount invested, Clients undertake not to invest funds that they cannot afford to lose. Furthermore, they acknowledge that past performance is no indication of future performance, which may go down as well as up.
7.6. Legal and regulatory risk
7.6.1. Clients are informed that the legal framework for Digital Assets varies according to the jurisdiction in which they are located and that Digital Assets may be prohibited or subject to a regulatory framework that could cause their value to fall significantly or completely.
7.6.2. Clients must be aware of the risk resulting from the absence of regulation and the subsequent absence of any guarantee associated with this type of asset on regulated markets.
7.6.3. In addition, the Platform is subject to AML/CFT requirements, which may change in the future. Any such change could result in additional obligations being imposed on Fipto and thus limit the effective use of the Services.
7.6.4. Finally, future legislation and case law could also have an impact on
the existence and legality of Digital Assets and associated technologies.
8. Creation of an Account
8.1. In order to access the Services provided by Fipto, the Client must open a Client Account on the Platform.
8.2. To benefit from the Services available on the Platform, a Payment Account held in a Partner’s books is opened in each Client's name.
8.3. Unless specifically authorised, Clients may not create more than one Client Account.
8.4. Client Accounts are created upon Client request, and are validated at Fipto’s sole discretion.
8.5. Payment Accounts are validated at the Partner’s sole discretion. Clients must comply with the procedure regarding the opening and functioning of the Payment Account as described in the Partner’s contract.
8.6. Clients agree to provide all information required by Fipto and its Partners to open a Client Account and a Payment Account, including information required under AML/CFT requirements.
8.7. Fipto will refuse Client Account creation and access to the Service if the Client does not provide the required information, if the information provided is incomplete or inaccurate, or for any other legal reason. This refusal will not give rise to any damages to the benefit of the Client.
8.8. The Client expressly declares that he/she has the capacity and/or has received the authorisations required to use the Services provided by Fipto and guarantees Fipto against any liability resulting from a false declaration.
9. Account Security
9.1. The Client is responsible for access to and use of the Client Account and must make strictly personal use of his/her login information (identifier and password) and implement a strong authentication procedure (two-factor authentication method).
9.2. The Client must under no circumstances disclose his/her login details to any third-party.
9.3. If the Client has reason to believe that their login information has been lost, stolen, misappropriated or compromised in any way, or in the event of unauthorised use of their Client Account and Services, they must immediately notify Fipto by email at contact@fipto.com.
9.4. In the absence of such notification, any use of the Client Account or Services is deemed to have been made by the Client.
9.5. Following such notification, and/or in the presence of a potential or proven threat to the security or confidentiality of the Client's data, the Client authorises Fipto to take all appropriate measures to prevent unauthorised access. In this regard, Fipto may require that the password and identifier be reset or suspend access to the Client Account.
9.6. Fipto may not be held liable for errors in the Client’s information, loss or theft of a password by the Client, or the resulting usurpation of the Client Account.
10. Account blocking
10.1. By Fipto
10.1.1. Fipto may temporarily suspend Client Account and access to Services under the conditions defined in Section 22.
10.1.2. Fipto may permanently terminate Client Account and access to Services under the conditions set out in Section 23.
10.1.3. In such cases, Fipto reserves the right to apply penalties and management fees to the Client and/or to claim damages in case of a breach.
10.1.4. The blocking of a Client Account will automatically result in the blocking of the Payment Account belonging to the same Client.
10.1.5. Clients affected by the suspension or deletion will be notified of the measure without delay and by any means. The blocking of the Client Account will not give rise to any damages to the Client.
10.2. By the Client
10.2.1. The Client may at any time request to be deregistered by e-mail to contact@fipto.com, subject to any contradictory provisions in the subscription to the Services.
10.2.2. The definitive deletion of Accounts irreversibly deletes the Client's data, subject to the retention of data and information required by AML/CFT regulations, pursuant to article L.561-12 of the French Monetary and Financial Code.
10.2.3. Upon request of deletion of the Client’s Account, if the Client’s Wallet has a positive balance, the Client may either:
- Provide Fipto with an External Wallet address to transfer the Digital Assets from the Internal Wallet; or
- Sell the remaining Digital Assets for legal tenders, for transfer on his/her bank account.
10.2.4. Fipto may not be held liable under any circumstances for the loss of data or Digital Assets resulting from an error or a fault of the Client during the suspension or deletion of the Client's Account.
11. Subscribing to the Service
11.1. Pricing
11.1.1. The various Services offered by Fipto, as well as the various prerequisites and pricing conditions associated with each offer, are available on the pricing page of the Platform and upon request at contact@fipto.com.
11.1.2. If Clients have any doubts and/or additional questions about the operation of the Service and the rates, they are invited to contact Fipto by sending an email to contact@fipto.com.
11.1.3. The provision of the Services offered is subject to the following conditions:
11.1.3.1. Compliance with eligibility requirements;
11.1.3.2. Possession of a Client Account and a valid Payment Account, created under the conditions defined in section 8 ; and
11.1.3.3. Payment of the price indicated (subscription).
11.1.4. Fipto reserves the right to refuse or cancel any Client subscription, Conversion or Transaction in the event of insufficient funds or the existence of a dispute between Fipto and the Client concerning a previous payment or Conversion or Transaction.
11.1.5. In the event of unavailability of a Service after payment by the Client, Fipto will inform the Client as soon as possible in order to cancel the order and refund the payment made in this regard.
11.1.6. Any default or delay in payment will automatically result in the invoicing of €40 (inc. VAT) for processing fees. Amounts owed by the Client will bear interest at a rate of 10% per annum until full payment, even in the event of termination of the T&Cs. Fipto reserves the right to set off any definite, liquid and payable claim it may have against the sums owed to the Client.
11.2. Transactions
11.2.1. Once the funds have been received by Fipto, the Client may place Orders corresponding to the desired Transactions. To this end, the Client authorises Fipto to execute, in the Client's name and on the Client's behalf, buy, sell, exchange or transfer Orders placed as part of the Services to which the Client subscribes.
11.2.2. This mandate will be automatically terminated if the subscription is not renewed by the Client or if the Client Account is blocked or deleted.
11.2.3. Fipto reserves the right to carry out in-depth analysis (including the destination of funds) and to refuse Transactions for any security or legal reasons.
12. Description of the Services
12.1. The Services offered by Fipto are detailed on the Platform and summarized in the Sections below.
12.2. The Digital Assets supported by the Services are detailed on the following page: https://docs.fipto.com/reference/supported-assets-1.
12.3. Fipto may modify the list of Services offered at any time, in particular for legal or security reasons.
12.4. In particular, the list of Digital Assets offered, available on the Platform, may change at any time. Fipto may also cease to provide a Service on one or more given Digital Assets.
12.5. In such a case, Fipto will inform Clients by any means, as soon as possible, and will enable Clients to withdraw their Digital Assets to their External Wallet, convert them to other Digital Assets still supported by the Services, or convert them
into Euros.
12.6. Amendments of the Services will not give rise to any compensation to Clients, in particular, Fipto cannot be held responsible for the loss of value of Digital Assets at the time of their sale/exchange, nor for the loss of Digital Assets if they
have not been sold prior to their write-off.
13. Internal Wallet
13.1. Upon subscription to the Services, Clients will be able to:
- Transfer Digital Assets from an External Wallet to their Internal Wallet;
- Withdraw Digital Assets from their Internal Wallet to their External Wallet; and
- Store the Digital Assets purchased or converted through the Platform on their Internal Wallet.
13.2. Clients expressly authorise Fipto to manage the Digital Assets held in custody on their Internal Wallet, for the entire duration of the custody, in order to perform the obligations under the T&Cs.
13.3. Fipto will only manage the Digital Assets held in custody with the Client’s express consent.
13.4. Fipto uses the services of a Partner for the technical infrastructure of the
Internal Wallets (Fireblocks). Fipto is fully responsible for any defect or default of Fireblocks affecting the Client’s Internal Wallet and undertakes to compensate the Client for any loss resulting from it.
13.5. As stated in above, Fipto assumes no responsibility for any loss, damage or consequence, financial or otherwise, caused by the non compliant or unauthorized use of your Internal Wallet and Account credentials.
13.6. Fipto assumes no responsibility for fluctuations in or loss of value of Digital Assets.
13.7. Fipto will hold the Digital Assets in custody in the Internal Wallet until the Client expressly asks for their restitution or until termination of the T&Cs.
13.8. Upon request of restitution or termination of the T&Cs, Fipto will either, at the discretion of the Client, transfer the Digital Assets on the Client’s External Wallet or will convert the Digital Assets into Euros for transfer on the Client’s bank account.
13.9. Before any access or transaction from a Wallet, Clients may have to provide 2-factor authentication in order to secure the access and/or the transaction. According to the transaction details, further information and validation may be required by Fipto.
13.10. Fipto will return the funds in the best delays, except in the event for which Fipto is not accountable, such as when:
- The Client’s Account has been blocked, suspended or closed for any reasons related to Fipto’s AML/CFT obligations;
- Fitpo must perform verifications, in particular linked to AML/CFT obligations;
- A competent authority refuses the restitution;
- An event independent of Fipto’s operations occurs, such as a problem inherent in the operation of the underlying blockchain or smart contract.
13.11. In such cases, the delay in the restitution of the Client’s Digital Assets will not give rise to any compensation.
13.12. Fipto has put in place an appropriate organization to minimize the risk of loss of Client's Digital Assets or the rights related to these digital assets, due to abuse or fraud of these Digital Assets, deficient administration, erroneous registration or negligence. Furthermore, in order to prevent any catastrophe that might occur to the Digital Assets stored, Fipto has put in place a set of security measures provided by the Partner Fireblocks. More information on Fipto’s custody policy can be required by the Client.
14. Execution of a Conversion
14.1. On the Platform, the Clients may request and proceed to the following
Conversions:
- Cryptos/Cryptos Conversions,
- Cryptos/Fiat Conversions ;
- Fiat/Fiat currency(ies) Conversions.
14.2. A Client is able to request, through the Platform, a quote to Fipto in order to execute a Conversion. After receiving the Request For Quote (RFQ), Fipto will contact the Client by phone in order to :
- Validate the RFQ ;
- Propose the price of the Digital Asset or Fiat to pay in order to
execute the Conversion requested. The Price of the Digital Asset or Fiat is fixed and communicated by the Client Representative to the Client during the phone call with the Client.
14.3. If the Client agrees on the price communicated during the phone conversation, Fipto will execute the trade. The Client Representative, in charge of the Conversion, will validate the Conversion during the phone call.
14.4. Once the conversion is executed, the Client will receive the amount on its Client Account minus the Conversion fee as described in the Pricing Conditions.
14.5. Conversion Conditions :
14.5.1. The Client is the sole decision-maker of his Conversion, he is free to cancel his Request for Quote or his Conversion before its validation. This cancellation will be free of charge, except for possible Intervention Fees in case of abuse or inappropriate behaviour by the Client.
14.5.2. The Client needs to have or create at least one Internal Wallet for the Digital Assets he wants to trade before clicking on “Request a Quote”.
14.5.3. The Client needs to have enough funds in the Internal Wallet of the Digital Asset he wants to sell / exchange before clicking on “Request a Quote”.
14.5.4. The Client can use the Conversion service subject to complying with the minimum and maximum limits set by Fipto for example for certain Conversions and for certain types of Digital Assets. These limits are detailed on the Platform subject to change at any time. Fipto will make its best efforts to inform the Clients of such change before they come into force.
14.5.5. The Conversion may be done only during business hours and when a Client Representative is available.
14.5.6. Fipto reserves the right not to execute or respond to any request made, any Order sent or confirmed by any means (Platform, email, telephone, etc.) outside of normal business hours.
14.5.7. Fipto cannot be held responsible for the consequences, financial loss or loss of opportunity resulting from the non-execution or lack of response to a request or Order made or received.
14.6. The Client is informed that his conversations with Fipto, during the execution of the Conversion, is recorded and may be listened to by Fipto for evidentiary purposes, fraud detection and/or to be studied in order to improve the quality of the Service. For more information on the personal data protection framework, please refer to the Data Protection Notice available on the Platform.
15. Payment Links
15.1. On the Platform, the Clients may proceed with the “Payment Links” feature (“Payment Link”). The Payment Link feature allows the Clients to get paid in Digital Assets by an external Third Party (“External Counterpart”) through a Payment Link generated through the Platform, in order to automatically receive fiat currencies directly on their Payment Account.
15.2. It means that as soon as the Client receives the amount in Digital Assets, sent by the External Counterpart, Fipto will proceed immediately with a Crypto to Fiat Conversion on behalf of the Client and send the Fiat either to the Payment Account of the Client, or on its personal bank account.
15.3. In order to benefit from this feature, the Client must request, through the Platform, the creation of a Payment Link. The Payment Link is strictly personal to the Client and has a limited duration.
15.4. To do so, the Client needs to provide all the necessary information requested by Fipto, including but not limited to (i) information on the destination of the funds ( Client’s Payment Account or external Client’s IBAN), (ii) the amount (“Requested Payment Amount”) and (iii) the expiration date (“Payment Link Expiration Date”). Once the Payment Link is created, the Client may send it to its External Counterpart.
15.5. The External Counterpart, by clicking on the Payment Link received from the Client may (i) select the Digital Asset he wishes to use and (ii) Confirm the price proposed by Fipto for the selected Digital Asset . Then, it may proceed with the payment.
15.6. The Client may follow, at any moment, the ongoing of the payment thanks to the payment status available within the Platform.
15.7. Once the External Counterpart's Digital Assets are received on the Client’s Internal Wallet, Fipto proceeds to the Conversion by selling the totality of the received Digital Assets into fiat. Once the Conversion is executed, the Client will receive the amount on its Payment Account or its personal bank account, as selected, minus the Conversion fee as described in the Pricing Conditions.
15.8. The Payment Links are fully subject to the T&Cs.
15.9. The following specific conditions apply:
15.9.1. To use this feature, the Client must have a fully validated account with Fipto, including an Internal Wallet and a Payment Account, in the conditions set out above.
15.9.2. Currently, the feature exclusively supports USDC and USDT on both Ethereum and Polygon networks. No additional currencies are being offered. It may change in time at Fipto’s sole discretion.
15.9.3. The validation of the External Counterpart payment by Fipto is subject to AML/CFT obligations. Fipto can refuse or block a payment in case of suspicion of fraud, without motive, which will not give rise to any compensation.
15.9.4. The External Counterpart, once the Digital Assets have been selected and confirmed, will have 15 minutes to trigger the payment on its own platform. If the payment is not done after the mandatory 15 minutes, the payment will be refused. This will not give rise to any compensation of the Client by Fipto in any way.
15.9.5. If the External Counterpart sends less than the Requested Payment Amount or later than the Payment Link Expiration Date, the payment will be refused and sent back to the External Counterpart’s wallet used to proceed the payment. In this case, a 10 EUR fee will be applied.
15.9.6. If the External Counterpart sends more than the Requested Payment Amount, the difference will be sent back to the External Counterpart’s Wallet used to proceed the Payment. In this case, a 10 EUR fee will be applied.
15.10. Fipto cannot be held liable for:
15.10.1. Any error in the information provided by the Client for the creation of the Payment Link or the transfer of the fiat;
15.10.1. Any delay, blocking or refusal of the payment made, due to the application of Fipto's statutory obligations;
15.10.1. Any error or delay of the External Counterpart affecting the validation of the payment;
15.10.1. Any other delay or failure in the provision of this feature, due to force majeure.
16. Right of withdrawal
16.1. In application of article L.221-3 of the French consumer code, Clients may not benefit from a right of withdrawal since the purpose of the Services necessarily falls within the scope of the professional activity of the Client.
16.2. However, if the Client was canvassed by phone or by email, he has a period of fourteen calendar days in which to exercise his right of withdrawal, without having to justify his decision or pay any penalties.
16.3. In compliance with the French consumer code, the right of withdrawal does not apply to the crypto/crypto, crypto/fiat or fiat/crypto Conversions since the value of Digital Assets depends on fluctuations of the market outside of Fipto’s control.
16.4. For the other Services, the period during which the right of withdrawal may be exercised begins to run from the day on which the T&Cs are signed.
16.5. The Client is informed that, if he requires the execution of the Service before the end of the withdrawal period, and exercises his right of withdrawal, he will be required to pay the price corresponding to the use of the Service actually provided between the date of execution and the date of exercise of the right of withdrawal.
16.6. Fipto will reimburse to the Client, as soon as possible and within thirty days at the latest, all sums received, with the exception of the amount mentioned above. The reimbursement period begins on the day Fipto receives notification from the Client of his wish to withdraw.
17. Responsibility of the Parties
17.1. Client liability
17.1.1. The Clients guarantee Fipto against any breach, against any fraudulent use or use in bad faith of the Services.
17.1.2. The Client agrees to indemnify, defend and hold Fipto harmless against any claim against Fipto arising from the Client' use of the Services.
17.1.3. In particular, Fipto shall not be responsible for the Client's choices and decisions concerning the use of the Services and notably the performance of Transactions/Conversions involving Digital Assets, notably
including but not limited to any erroneous decision relative to a
Transaction/Conversion, the performance by the Client of incorrect or inappropriate Transactions, an error with regard to the External Wallet Address. In this regard, and considering the risks inherent to the use of the Services, Fipto is not responsible for the possible financial losses incurred by the Client and resulting from the Client’s use of the Services.
17.1.4. Clients further agree to indemnify and hold Fipto harmless from any and all liability, loss, damages, costs, claims and/or expenses, including but not limited to attorneys' fees, that Fipto may incur or be required to pay as a result of such claims.
17.1.5. Fipto shall not be liable for any errors in the Client's information, for the loss or theft of a password by the Client, or for any Client Account usurpation resulting therefrom.
17.1.6. Fipto shall not be liable for the functioning (or malfunction) of the Client’s computer equipment, nor for her/his access to the Internet or to any
network (Internet network, telecommunication network or electronic communication, etc.).
17.1.7. Fipto is not responsible for any malfunction or failure of third-party
services’ websites or platforms.
17.2. Responsibility of Fipto
17.2.1. Fipto undertakes to perform its obligations with the care normally expected of a professional in the same sector of activity and to comply with current professional practices. However, Fipto can only be held to an obligation of means.
17.2.2. Except for the warranties of the Services mentioned above, Fipto disclaims all liability and all obligation to compensate any person whatsoever for any loss or damage caused by a Client or a third party (with the exception of Fipto’s Partners).
17.2.3. Fipto does not guarantee continuous or uninterrupted access to the Services. Consequently, it cannot be held liable for any act or omission, non- performance, partial performance or delay in performance of its obligations in connection with damage or loss suffered directly or indirectly by the Client
resulting from factors beyond the reasonable control of Fipto.
17.2.4. Clients are informed that Fipto may occasionally interrupt access to all or part of the Services in the conditions set out in section 22.
17.2.5. Fipto may not be held liable for any damage resulting from such suspensions. Upon normal resumption of service, Fipto will make reasonable efforts to process outstanding Transactions and Conversions as soon as possible.
17.2.4. Clients are informed that Fipto may occasionally interrupt access to all or part of the Services in the conditions set out in section 22.
17.2.5. Fipto may not be held liable for any damage resulting from such suspensions. Upon normal resumption of service, Fipto will make reasonable efforts to process outstanding Transactions and Conversiosn as soon as possible.
17.2.6. In addition, Fipto will not be held liable for any loss resulting from :
17.2.6.1. the enforcement of any applicable law;
17.2.6.2. the refusal of a bank transfer ;
17.2.6.3. unusual or illegal use of the Services;
17.2.6.4. any breach by a Client of its obligations or any fault on its part;
17.2.6.5. breakdowns or malfunctions of the Services for which Fipto is not responsible;
17.2.6.6. cyber attacks, provided that Fipto is not liable for a security breach and made all possible effort to limit the resulting damage;
17.2.6.7. indirect damage that may result from the Services provided by Fipto, such as an action brought by a third party against a Client, commercial loss, loss of clientele, commercial disturbance, loss of profit, loss of data not attributable to Fipto, loss of brand image suffered by a Client or a third party;
17.2.6.8. any case of force majeure as defined by Article 1218 of the French Civil Code or any event beyond the control of Fipto, which includes the breakdown or malfunction of any underlying blockchain or telecommunication networks;
17.2.6.9. any measure taken or legislation adopted by French or
foreign authorities.
17.2.7. Thus, Fipto may be held liable only if Fipto’s fault caused the Client a certain, personal, direct and reasonably foreseeable harm, unless otherwise provided by law or regulation.
17.2.8. If Fipto is responsible for a poorly executed Transaction or Conversion, it will return the corresponding amount to the Client without delay and restore the debited Account to the position it would otherwise have held.
17.2.9. Taking into account that Clients are professionals within the meaning of the French consumer code, in no event will Fipto be liable for more than the amounts billed to Clients over the twelve (12) months preceding the incident or series of incidents, unless otherwise provided by law or regulation.
18. Representation and warranties of the Client
18.1. The Signatory declares and guarantees to Fipto that :
- The use of the Services has been duly authorised by the competent bodies in accordance with its articles of association or the regulations applicable to it. As from the date of signature, all the commitments resulting from the present T&Cs will constitute legal obligations, valid and enforceable against the Client.
- The Client, by using the Services, to his knowledge, is not violating any court decision, nor his statutes, nor any contract or other legal or contractual act, obligation or restriction relating to his capacity to contract or to the funds he uses to subscribe.
- The Client is not subject to any legal or collective proceedings.
- All the documents and information provided to Fipto by the Client before the start of the Services are authentic and the Client guarantees that it has not omitted or altered any document which could mislead Fipto. Similarly, the Client undertakes to declare any occurrence of new facts which could call into question the validity of this relationship.
18.2. Moreover, the Signatory, the Client and its representatives guarantee:
- not being a Prohibited Person.
- has not received notice of or is aware of any claim, action, suit proceeding or investigation against it with respect to Sanctions by any Sanctions Authority.
- is not subject to any applicable limitation or restriction under Sanctions.
- has not conducted its operations at any time in breach of Sanctions, applicable financial record keeping and money laundering and anti-terrorism financing regulations in all jurisdictions in which it conducts business.
- has not engaged in any activity which would breach any anti-bribery and corruption laws.
- is not subject to any action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator in relation to a breach of any anti-bribery and corruption laws or any money laundering or anti-terrorism financing laws.
- not being subject to a ban on using the Services resulting, notably, from legislative or regulatory provisions or from an administrative or legal decision, for example.
- not being subject to restrictions on access to financial services as adopted by the United Nations, the Council of the European Union, etc. in the context of the fight against terrorism, corruption, or money laundering.
- not being on the list of specially designated nationals maintained by the Office of Foreign Assets Control (OFAC - United States treasury department) or the list of denied personal of the U.S. Department of Commerce.
- Neither the Client, nor to his knowledge, any director, agent, employee, or person acting on his behalf has engaged in an activity or has had an illegal conduct, in particular in violation of any law or regulation applicable in the field of embezzlement or the fight against corruption. Furthermore, the Client confirms that it has put in place and maintained policies and procedures to prevent and avoid the violation of the laws and regulations applicable to embezzlement or AML/CFT.
18.3. Any violation of the provisions of this article by the Client constitutes a serious violation leading to the termination without notice to the exclusive detriment of the Client.
18.4. The Client declares that the funds used have an origin that complies with the laws and regulations applicable, in particular with regard to the provisions applicable to AML/CFT and in all the jurisdictions in which the Client and its subsidiaries have an activity.
18.5. In addition, the Signatory confirms that he is not the subject of any action, prosecution or legal proceedings before a court or a governmental entity, authority, or agency and that he is not exposed to them.
19. Confidentiality
19.1. Fipto undertakes to maintain the confidentiality of Clients’ Transactions and Conversions.
19.2. However, this confidentiality may be lifted, in accordance with the legislation in force, by virtue of a legal, regulatory or prudential obligation, in particular at the request of the authorities, the tax or customs authorities, or a criminal court, or in the event of a court order served on Fipto.
19.3. Notwithstanding the foregoing, the Customer has the option of releasing Fipto from confidentiality by expressly indicating the third parties authorised to receive confidential information concerning the Customer.
19.4. It is specified that confidentiality may be lifted by the effect of regulations for the benefit of companies providing Fipto with important operational tasks within the framework of the present T&Cs, and in particular the Partners.
20. Personal Data
20.1. The processing of Client and Signatory personal data (hereinafter referred to as "Personal Data") is governed by this T&Cs and our Data Protection Policy,
which can be consulted at the following address: https://www.fipto.com/privacy. In this respect, Fipto acts in its capacity as Data Controller.
20.2. By accepting the T&Cs, the Clients authorise Fipto to communicate their Personal Data to Partners or subcontractors whose activity has been outsourced to them for the performance of the Services.
21. Proof
21.1. Communications, including claims made by electronic mail, are modes of communication validly accepted as proof by Users/Clients and Fipto.
21.2. In the absence of proof to the contrary, the data recorded in Fipto's computer system constitutes proof of all Transactions and Conversions ordered by Clients.
21.3. All information recorded in Fipto's computer databases relating to Orders, Transactions, Conversions have, in the absence of proof to the contrary, the same evidentiary force as a document written on paper, both with respect to their content and with respect to the date and time the information is given and/or received. This unalterable, secure and reliable tracking is stored and kept in Fipto's computer systems.
21.4. Fipto documents reproducing this information, as well as copies or reproductions of documents, have the same evidentiary value as the original, until proven otherwise.
22. Duration
22.1. The T&Cs are entered into for an indefinite term, they shall stay in force as long as the User/Client accesses the Platform and the Services.
23. Suspension of Services
23.1. The performance of the T&Cs as well as access to the Client Account and the provision of Services may be interrupted at any time by Fipto in particular in the presence of any of the following situations:
23.1.1. a legal or regulatory obligation, a court decision, an injunction or any administrative request justifying the immediate suspension of Services ;
23.1.2. interference that could damage or impair Fipto equipment or that of third parties; or
23.1.3. modifications of any kind to the Services acquired by the Client;
23.1.4. late payment of an invoice for more than thirty (30) calendar days;
23.1.5. rejection of a direct debit for lack of funds; 2
23.1.6. detection of unusual or suspicious activities on the Client Account, or suspicion regarding the User/Client’s identity.
23.1.7. refusal by the Client to provide the information requested by Fipto, in particular as part of its legal and regulatory AML/CFT obligations;
23.1.8. multiple Client Accounts held by the same Client;
23.1.9. fraudulent behaviour by the Client, including infringement of Fipto's intellectual property rights or misuse of the Services for purposes other than those set out in the contract;
23.1.10. bankruptcy, restructuring, liquidation, dissolution or proceedings
having similar effects against the Client.
23.2. Fipto may also interrupt access to all or part of the Services:
23.2.1. to allow repairs, maintenance operations or improvements to functionality ;
23.2.2. in the event of a suspected attempt at piracy, misappropriation of funds or any other risk of damage;
23.2.3. at the request or instruction of authorised persons or competent authorities.
23.3. During the period of suspension or blocking under the conditions set out in this section, the Client remains liable for all charges incurred and will not be able to access, where applicable, his income in Digital Assets generated by the Services.
24. Termination of the Terms and Conditions
24.1 Termination at the Client's Initiative
24.1.1. The Client is free to terminate the T&Cs at any time. To do so, they can send an email to contact@fipto.com.
24.2.1. The T&Cs will also be terminated automatically when the Client initiates the account deletion procedure.
24.2. Termination at Fipto's Initiative
24.2.1. Fipto may terminate the T&Cs at any time without cause, subject to compliance with a notice period that increases with the duration of the contractual relationship, starting from the signature or acceptance of the T&Cs, as follows: one months notice during the first year of executing the T&Cs, two months notice during the second year, and so on up to a 3 months limit.
24.2.2. Fipto may terminate the T&Cs without notice:
24.2.2.1. In case of breach of the Customer’s responsibilities and warranties;.
24.2.2.2. In case of repeated breaches of one or more provisions of the T&Cs;
24.2.2.3. In case of a serious breach or failure of an essential
obligation under the T&Cs;
24.2.2.4. If Fipto deems it necessary for the technical protection of its Platform or the legal protection of its DASP status, especially in case of suspicion of the Client's unfair, fraudulent, criminal, or harmful behaviour; or
24.2.2.5. If Fipto has reasonable grounds to believe that continuing to provide the Service to the Client could result in a violation of applicable law or regulations.
24.2.3. If there is a change in applicable law or regulations and their interpretation by the competent regulatory authority affecting Fipto's or its employees' ability to perform the Services, these T&Cs will be automatically terminated.
24.2.4. Furthermore, if Fipto ceases its activities or becomes subject to insolvency proceedings and the proceedings are not concluded within ninety (90) days, Fipto may terminate its Services.
25. Consequences of Termination
25.1. The end of the contractual relationship between Fipto and the Client under these T&Cs will result in the closure of the Client Account and of the Payment Account. The closure of these accounts shall not entitle to any compensation. Unless expressly agreed by Fipto, the Client whose accounts have been closed is not allowed to open another. Any Account opened in violation of this provision may be immediately closed by Fipto without notice.
25.2. On the termination date, all Clients rights under these T&Cs will be immediately terminated, and the Client will remain liable for service fees until the termination date indicated by Fipto.
25.3. The closure of the Payment Account may incur fees within the limits of article L.314-13 of the Monetary and Financial Code.
25.4. The Client will no longer be able to use the Services or initiate Transactions or Conversions from the effective date of termination. The accounts may be kept open for a period of twelve (12) months to cover any potential disputes and subsequent claims. Transactions or Conversions initiated before the effective date of termination will not be affected by the termination request and must be executed according to the terms of the T&Cs.
25.5. In the event of termination or the end of the T&Cs, funds in Digital Assets or Euros stored within the Accounts will be returned to the Client, according to the Clients' instructions and subject to (i) any dispute between Fipto and the Client
being resolved on the termination date, (ii) any blocking periods, restrictions associated with the relevant Services, or (iii) any court security or asset freezing measures.
26. Dissolution
26.1. The dissolution of the Client will automatically terminate these T&Cs from the time Fipto receives such a notification.
26.2. The Client Account is kept open for the time required to settle its liquidation. Fipto will transfer the balance of the Client’s Internal Wallet with the written agreement of the liquidator in charge of the proceeding.
26.3. If the liquidator has not contacted Fipto within one year of the Client’s dissolution, the Digital Assets held in the Internal Wallet will be converted into Euros and transferred to the French Caisse des Dépôts et des Consignations.
27. Intellectual Property
27.1. All intellectual property rights related to the Platform and the Services, including all trademarks, logos, texts, software, databases, names, designs, themes, concepts, images and arrangement of these (collectively the "Contents") remain at all times the property of Fipto, its licensors and licensees and are protected by copyright, trademark law and all other applicable intellectual property rights.
27.2. No provision of these T&Cs should be interpreted as granting, whether to Users or Clients, any rights on the Contents. Therefore, it is forbidden for Users and Clients to copy, reproduce, display, distribute or exploit in any way, in whole or in part, the Contents, to decompile or attempt to decompile the software, to extract or try to extract data from databases, to interfere or attempt to interfere in any way with the security measures implemented by Fipto, without the prior written authorisation of Fipto and/or its licensors, which will be granted at the sole discretion of Fipto.
28. Mutual assistance
28.1. If administrative formalities are necessary for the execution of these T&Cs, Fipto and the Users/Clients commit to mutually assist each other in regularising these formalities. In case of technical assistance or commercial support needs, the Client can at any time create a ticket at the following address: contact@fipto.com. The support will be able to respond to requests expressed in French and English within an indicative period of 14 days.
29. Change of Control
29.1. The Client may not assign all or part of the T&Cs to third parties without the prior written agreement of Fipto. In case of (i) a merger by creating a new company, contribution, partial asset contribution, absorption-merger, split, or other operation resulting in a universal transmission of Fipto's assets or (ii) any operation resulting in a change of control, direct or indirect, affecting Fipto, the contractual relationships will endure without it being necessary to inform or obtain the Client's consent.
30. Non-waiver
30.1. The fact that Fipto does not require at a certain time that the other party performs one of its obligations under these T&Cs does not affect the right of Fipto to request their performance later. The nullity of a clause does not affect the validity and obligation to respect the other clauses.
31. Applicable Law and Competent Jurisdiction
31.1. Applicable Law
31.1.1. These T&Cs are exclusively governed by French law.
31.2. Amicable Resolution
31.2.1. In case of a dispute, the Client is invited to proceed amicably and to make a complaint to Fipto's customer service by email at the following address: contact@fipto.com. No action can be taken against Fipto without prior notice sent by registered letter with request for receipt, addressed to the postal address indicated in the legal notices.
31.2.2. Information on the complaint process is available at www.fipto.com/complaints.
31.2.3. Without prejudice of other recourse, in case of a dispute resulting from the application of these T&Cs, and in the absence of an amicable agreement, the Parties may seize the business mediator (https://www.economie.gouv.fr/mediateur-des-entreprises), or the French Autorité des Marchés Financiers (AMF) mediator: Médiateur de l'AMF - 17, place de la Bourse - 75082 Paris Cedex 02.
31.3. Competent Jurisdiction
31.3.1. In the absence of an amicable agreement, any dispute arising from these T&Cs will be settled by the courts of the jurisdiction of the Court of Appeal of Paris.
31.4. Language
31.4.1. The T&Cs are written in English. If they are translated into one or more foreign languages, only the English will be deemed valid in case of a dispute.
32. Miscellaneous
32.1. Until further notice, due to a specific UK regulatory framework, Fipto does not open accounts for companies registered in the United Kingdom (England, Northern Ireland, Scotland and Wales).
33. Partners
33.1. Fipto is a partner of Modulr Finance B.V., a company registered in the Netherlands with company number 81852401, authorised and regulated by the Dutch Central Bank (DNB) as an Electronic Money Institution (Firm Reference Number: R182870) for the issuance of electronic money and payment services. Your Payment Account and related payment services are provided by Modulr Finance B.V. Your funds will be held in one or more segregated accounts and the full value safeguarded in line with the Financial Supervision Act – for more information please see this link.
33.2. Fipto uses the services of Fireblocks Ltd., a limited liability company, located at Floor 25, Yizhak Sade 8, Tel Aviv, Israel 6777508, for the technical infrastructure of the Internal Wallets. Information related to the custody is detailed in Section 13. More information on Fireblocks can be found on its website.
33.3. It is reminded that Fipto remains fully responsible for the services provided to the Clients by its Partners.
1. Introduction
1.1. Please read these Terms and Conditions carefully before you agree to use a Client Account or any related services provided by or through us.
1.2. These Terms and Conditions, together with the Client Application Form and the Special Terms applicable to each Service constitute the entire agreement between Fipto and the Client.
1.3. By signing the Client Application Form, or by agreeing to open a Client Account you accept these Terms and Conditions. If there is anything you do not understand, please contact customer services using the contact details in the Client Application Form.
2. Legal Notice
2.1. fipto.com is an online service developed by Fipto France, a simplified joint-stock company registered with the Nanterre Trade and Companies Register (France) under the number 911 148 344, with its registered office at 65 Rue de la Croix, 92000 Nanterre, France (“Fipto”).
2.2. Fipto is registered with the French Autorité des Marchés Financiers (Financial Markets Authority) as a Digital Asset Service Provider (“DASP”) for the activities of digital asset custody, buying/selling digital assets against legal tender, and exchanging digital assets for other digital assets, under the number E2023-69.
2.3. The publication director is Mr. Bertrand Godin.
Contact: contact@fipto.com
2.4. The website is primarily hosted by Amazon Web Services EMEA SARL, a simplified joint-stock company registered with the Luxembourg Trade and Companies Register under the number B 186284, with its registered office at 38 Avenue John F. Kennedy, Luxembourg 1855, Luxembourg.
3. Definitions
3.1. Unless otherwise specified and without prejudice to the other definitions contained in the T&Cs, the terms and expressions defined below will, whenever they begin with a capital letter in this agreement, whether they are used in the singular or plural, masculine or feminine, have the meaning given to them below:
AML/CFT: means anti-money laundering and counter financing of terrorism French and European laws and regulations.
Conversion or Conversion Operation: means the service offered by Fipto that consists of exchanging a quantity of one type of Digital Asset for a quantity of another Digital Asset or exchanging a quantity of fiat currency for a quantity of Digital Asset or the opposite or exchanging a fiat currency against another fiat currency.
Conversion fee: means the fee charged by Fipto for the realisation of a Conversion.
Client: means the legal entity on whose behalf the Signatory enters into these T&Cs with Fipto.
Client Account: means the dedicated and individualised digital interface of Client on the Platform and giving the Client access to the Services.
Client Application Form: means the document titled ‘Client Application Form’, to be filled out by the Client during its onboarding for the creation of its Client Account
Digital Asset: Means one or more digital assets within the meaning of article L.54-10-1 of the French Monetary and Financial Code.
External Wallet: means the Client's personal non-hosted wallet containing the Client's Digital Assets, not held by Fipto but identified as available to receive deposits.
Fipto: means Fipto France SAS, registered with the Registre du Commerce et des Sociétés de Nanterre (France) under number 911 148 344, domiciled 65 Rue de la Croix, 92000 Nanterre, France.
Internal Wallet: means the custodial wallet containing the Digital Assets hosted by Fipto on behalf of the Client.
Order: means a Client's consent to the execution of a Transaction or a Conversion.
Parties: designates Fipto and the Users or Clients, including their respective affiliated entities.
Partners: refers to the external services providers used by Fipto in the course of the provision of the Services, as identified in Section 31.
Payment Account: means the payment account provided by Fipto through a Partner.
Platform: means the fipto.com website including all its subdomains, and any website on which the Services are available.
Prohibited Jurisdiction: means the high risk jurisdictions listed by French, European and International authorities.
Prohibited Persons: means residents of Prohibited Jurisdictions and Sanctioned Persons.
Sanctioned Person: means a person that is (i) listed on, or owned or controlled by a person listed on, or acting on behalf of a person listed on, any Sanctions List (ii) located in, incorporated under the laws of, or owned or (directly or indirectly) controlled by, or acting on behalf of, a person located in or organised under the laws of a country or territory that is the target of country-wide or territory-wide Sanctions; or otherwise a target of Sanctions, i.e. a person with whom a US person or other national of a Sanctions Authority would be prohibited or restricted by law from engaging in trade, business or other activities.
Sanctions: means any economic or trade sanctions laws, regulation, embargoes, or restrictive measures administered, enacted, or enforced by (i) the United States (ii) the United Nations (iii) the European Union; and/or any sanctions regulations or laws administered by other governmental or regulatory bodies which are applicable to the Companies or its partners.
Sanctions Lists: means lists which are prescribed by governmental and/or regulatory authorities for the purpose of Sanctions or any similar list maintained by, or public announcement of Sanctions designation made by, any of the Sanctions Authorities.
Services: refers to all services accessible on the Platform with a Client Account, including the Conversion Operations and the Internal Wallet.
Signatory: means the natural person representing the Client and accepting the T&Cs in the name and on behalf of the legal entity.
Terms and Conditions (T&Cs): means these general terms and conditions of sale and use of the Services.
Transactions: means the action of transferring or withdrawing funds in FIAT or Digital Assets to or from a Payment Account, an Internal Wallet, an External Wallet and/or a bank account.
4. Scope of these Terms and Conditions
4.1. Fipto offers Digital Asset Services to professionals legal entities.
4.2. In accordance with applicable law, it is possible to check Fipto's DASP registration at any time on the amf-france.org website.
4.3. The purpose of the T&Cs is to define the conditions of access and use of the Platform and Services, and to define the rights and obligations of Clients and Fipto in this context.
4.4. These T&Cs apply, without restriction or reservation, to all use of the Services offered on the Platform.
4.5. More detail on the Platform and the Services can be found in the documentation.
5. Eligibility
5.1. The Services are available to any legal entity acting through a natural person who has the legal capacity to enter into a contract in the name and on behalf of such legal entity.
5.2. Opening an Account is subject to AML/CFT identification requirements. Consequently, Prohibited Person, whether Sanctioned Person or persons domiciled in a Prohibited Jurisdiction, are not authorised to use the Services.
5.3. Clients must provide all information that Fipto requires to use the Services. Any incomplete registration will not be validated. Clients will not be entitled to any compensation in this respect.
5.4. Fipto will immediately suspend the Client’s access to the Services and/or terminate the T&Cs if its compliance with the eligibility requirements ceases during the term of the T&Cs.
Acceptance and modification of the Terms and Conditions
6.1. Acceptance
6.1.1. The Signatory declares and guarantees that he/she has all the necessary powers and legal capacity to enter into these T&Cs and legally bind the Client, either by acting as the Client's legal representative, or by having the necessary powers to enter into the T&Cs and perform the contractual undertakings contained therein.
6.1.2. In particular, the Signatory represents and warrants that he/she has all the powers necessary to commit the cash and funds of the legal entity that the Signatory represents.
6.1.3. The Signatory and the Client expressly acknowledge that the Client is validly bound by the Signatory's signature of the T&Cs. The versions of the T&Cs are permanently accessible on the Platform.
6.1.4. These T&Cs constitute a legally binding agreement between Fipto and the Client. The Client acknowledges having carefully read, understood and accepted them in their entirety.
6.1.5. Acceptance of these T&Cs is necessarily full and complete. Any acceptance subject to certain reservations shall be considered null and void. These T&Cs govern the opening of a Client Account in the name of each Client and apply, without restriction or reservation, to all use of the Services offered on the Platform. Any Client who does not agree to be bound by these T&Cs will not be able to access the Services.
6.2 Variation
6.2.1. Fipto may modify the features and functionality of the Platform to improve its operation and quality.
6.2.2. Fipto may unilaterally modify the T&Cs with respect to the technical aspects of the Platform as long as this does not result in an increase in price or an alteration in the quality and characteristics to which the Client's commitment is conditional.
6.2.3. In the event of a substantial change to the T&Cs, Clients will be informed of changes by any means within five (5) days prior to the new version coming into force and will be invited to accept the new version on the Platform.
6.2.4. In this case, if the Clients do not agree with the modified version of the T&Cs, they should stop using the Services and terminate the T&Cs according to the conditions set out in Section 19. The non-termination or continued access to the Services after the effective date or notice period of any amendment or updates will constitute an acceptance of the amended T&Cs.
7. Acceptance of the risks inherent in the Services
7.1. Access to the Service requires a thorough understanding of blockchain technologies, Digital Assets and digital wallets, as well as a good knowledge of the Digital Assets market. If Clients have any doubts and/or additional questions about
the operation of the Services and the associated risks, they are invited to contact Fipto by sending a letter to the e-mail address indicated on the first page. If they do not understand how these technologies work, Clients should refrain from using the Services.
7.2. By accepting these T&Cs, the Client warrants that he/she is aware of the consequences and risks associated with the digital assets sector and blockchain technologies, which are described below.
7.3. Availability risk
7.3.1. We do not guarantee that the Fipto Services will be available at any particular time or that Fipto services will not be subject to unplanned service outages or network congestion. It may not be possible for you to buy, sell, store, transfer, send or receive Digital Assets or fiat when you wish to do so.
7.4. Technological risk (security)
7.4.1. Clients must be aware of the technical risks associated with the Service, which include in particular the risks arising from an error or security flaw associated with the blockchain, which may result in a loss of data or a loss of access to their Digital Assets.
7.4.2. This technological risk may result from an error or security flaw associated with the blockchain, enabling and/or leading to hacking and data theft from the Platform, including, but not limited to, sybil attacks, smurfing-type malware attacks, or other new methods known or unknown.
7.5. Economic risk (volatility)
7.5.1. Clients must be aware of the economic risks associated with the Service. They acknowledge that the Digital Asset markets are decentralised and unregulated.
7.5.2. The Service is not suitable for many Clients and represents a high level of risk of loss of capital, particularly due to the extreme volatility of the markets.
7.5.3. Consequently, although the risk of loss does not exceed the amount invested, Clients undertake not to invest funds that they cannot afford to lose. Furthermore, they acknowledge that past performance is no indication of future performance, which may go down as well as up.
7.6. Legal and regulatory risk
7.6.1. Clients are informed that the legal framework for Digital Assets varies according to the jurisdiction in which they are located and that Digital Assets may be prohibited or subject to a regulatory framework that could cause their value to fall significantly or completely.
7.6.2. Clients must be aware of the risk resulting from the absence of regulation and the subsequent absence of any guarantee associated with this type of asset on regulated markets.
7.6.3. In addition, the Platform is subject to AML/CFT requirements, which may change in the future. Any such change could result in additional obligations being imposed on Fipto and thus limit the effective use of the Services.
7.6.4. Finally, future legislation and case law could also have an impact on
the existence and legality of Digital Assets and associated technologies.
8. Creation of an Account
8.1. In order to access the Services provided by Fipto, the Client must open a Client Account on the Platform.
8.2. To benefit from the Services available on the Platform, a Payment Account held in a Partner’s books is opened in each Client's name.
8.3. Unless specifically authorised, Clients may not create more than one Client Account.
8.4. Client Accounts are created upon Client request, and are validated at Fipto’s sole discretion.
8.5. Payment Accounts are validated at the Partner’s sole discretion. Clients must comply with the procedure regarding the opening and functioning of the Payment Account as described in the Partner’s contract.
8.6. Clients agree to provide all information required by Fipto and its Partners to open a Client Account and a Payment Account, including information required under AML/CFT requirements.
8.7. Fipto will refuse Client Account creation and access to the Service if the Client does not provide the required information, if the information provided is incomplete or inaccurate, or for any other legal reason. This refusal will not give rise to any damages to the benefit of the Client.
8.8. The Client expressly declares that he/she has the capacity and/or has received the authorisations required to use the Services provided by Fipto and guarantees Fipto against any liability resulting from a false declaration.
9. Account Security
9.1. The Client is responsible for access to and use of the Client Account and must make strictly personal use of his/her login information (identifier and password) and implement a strong authentication procedure (two-factor authentication method).
9.2. The Client must under no circumstances disclose his/her login details to any third-party.
9.3. If the Client has reason to believe that their login information has been lost, stolen, misappropriated or compromised in any way, or in the event of unauthorised use of their Client Account and Services, they must immediately notify Fipto by email at contact@fipto.com.
9.4. In the absence of such notification, any use of the Client Account or Services is deemed to have been made by the Client.
9.5. Following such notification, and/or in the presence of a potential or proven threat to the security or confidentiality of the Client's data, the Client authorises Fipto to take all appropriate measures to prevent unauthorised access. In this regard, Fipto may require that the password and identifier be reset or suspend access to the Client Account.
9.6. Fipto may not be held liable for errors in the Client’s information, loss or theft of a password by the Client, or the resulting usurpation of the Client Account.
10. Account blocking
10.1. By Fipto
10.1.1. Fipto may temporarily suspend Client Account and access to Services under the conditions defined in Section 22.
10.1.2. Fipto may permanently terminate Client Account and access to Services under the conditions set out in Section 23.
10.1.3. In such cases, Fipto reserves the right to apply penalties and management fees to the Client and/or to claim damages in case of a breach.
10.1.4. The blocking of a Client Account will automatically result in the blocking of the Payment Account belonging to the same Client.
10.1.5. Clients affected by the suspension or deletion will be notified of the measure without delay and by any means. The blocking of the Client Account will not give rise to any damages to the Client.
10.2. By the Client
10.2.1. The Client may at any time request to be deregistered by e-mail to contact@fipto.com, subject to any contradictory provisions in the subscription to the Services.
10.2.2. The definitive deletion of Accounts irreversibly deletes the Client's data, subject to the retention of data and information required by AML/CFT regulations, pursuant to article L.561-12 of the French Monetary and Financial Code.
10.2.3. Upon request of deletion of the Client’s Account, if the Client’s Wallet has a positive balance, the Client may either:
- Provide Fipto with an External Wallet address to transfer the Digital Assets from the Internal Wallet; or
- Sell the remaining Digital Assets for legal tenders, for transfer on his/her bank account.
10.2.4. Fipto may not be held liable under any circumstances for the loss of data or Digital Assets resulting from an error or a fault of the Client during the suspension or deletion of the Client's Account.
11. Subscribing to the Service
11.1. Pricing
11.1.1. The various Services offered by Fipto, as well as the various prerequisites and pricing conditions associated with each offer, are available on the pricing page of the Platform and upon request at contact@fipto.com.
11.1.2. If Clients have any doubts and/or additional questions about the operation of the Service and the rates, they are invited to contact Fipto by sending an email to contact@fipto.com.
11.1.3. The provision of the Services offered is subject to the following conditions:
11.1.3.1. Compliance with eligibility requirements;
11.1.3.2. Possession of a Client Account and a valid Payment Account, created under the conditions defined in section 8 ; and
11.1.3.3. Payment of the price indicated (subscription).
11.1.4. Fipto reserves the right to refuse or cancel any Client subscription, Conversion or Transaction in the event of insufficient funds or the existence of a dispute between Fipto and the Client concerning a previous payment or Conversion or Transaction.
11.1.5. In the event of unavailability of a Service after payment by the Client, Fipto will inform the Client as soon as possible in order to cancel the order and refund the payment made in this regard.
11.1.6. Any default or delay in payment will automatically result in the invoicing of €40 (inc. VAT) for processing fees. Amounts owed by the Client will bear interest at a rate of 10% per annum until full payment, even in the event of termination of the T&Cs. Fipto reserves the right to set off any definite, liquid and payable claim it may have against the sums owed to the Client.
11.2. Transactions
11.2.1. Once the funds have been received by Fipto, the Client may place Orders corresponding to the desired Transactions. To this end, the Client authorises Fipto to execute, in the Client's name and on the Client's behalf, buy, sell, exchange or transfer Orders placed as part of the Services to which the Client subscribes.
11.2.2. This mandate will be automatically terminated if the subscription is not renewed by the Client or if the Client Account is blocked or deleted.
11.2.3. Fipto reserves the right to carry out in-depth analysis (including the destination of funds) and to refuse Transactions for any security or legal reasons.
12. Description of the Services
12.1. The Services offered by Fipto are detailed on the Platform and summarized in the Sections below.
12.2. The Digital Assets supported by the Services are detailed on the following page: https://docs.fipto.com/reference/supported-assets-1.
12.3. Fipto may modify the list of Services offered at any time, in particular for legal or security reasons.
12.4. In particular, the list of Digital Assets offered, available on the Platform, may change at any time. Fipto may also cease to provide a Service on one or more given Digital Assets.
12.5. In such a case, Fipto will inform Clients by any means, as soon as possible, and will enable Clients to withdraw their Digital Assets to their External Wallet, convert them to other Digital Assets still supported by the Services, or convert them
into Euros.
12.6. Amendments of the Services will not give rise to any compensation to Clients, in particular, Fipto cannot be held responsible for the loss of value of Digital Assets at the time of their sale/exchange, nor for the loss of Digital Assets if they
have not been sold prior to their write-off.
13. Internal Wallet
13.1. Upon subscription to the Services, Clients will be able to:
- Transfer Digital Assets from an External Wallet to their Internal Wallet;
- Withdraw Digital Assets from their Internal Wallet to their External Wallet; and
- Store the Digital Assets purchased or converted through the Platform on their Internal Wallet.
13.2. Clients expressly authorise Fipto to manage the Digital Assets held in custody on their Internal Wallet, for the entire duration of the custody, in order to perform the obligations under the T&Cs.
13.3. Fipto will only manage the Digital Assets held in custody with the Client’s express consent.
13.4. Fipto uses the services of a Partner for the technical infrastructure of the
Internal Wallets (Fireblocks). Fipto is fully responsible for any defect or default of Fireblocks affecting the Client’s Internal Wallet and undertakes to compensate the Client for any loss resulting from it.
13.5. As stated in above, Fipto assumes no responsibility for any loss, damage or consequence, financial or otherwise, caused by the non compliant or unauthorized use of your Internal Wallet and Account credentials.
13.6. Fipto assumes no responsibility for fluctuations in or loss of value of Digital Assets.
13.7. Fipto will hold the Digital Assets in custody in the Internal Wallet until the Client expressly asks for their restitution or until termination of the T&Cs.
13.8. Upon request of restitution or termination of the T&Cs, Fipto will either, at the discretion of the Client, transfer the Digital Assets on the Client’s External Wallet or will convert the Digital Assets into Euros for transfer on the Client’s bank account.
13.9. Before any access or transaction from a Wallet, Clients may have to provide 2-factor authentication in order to secure the access and/or the transaction. According to the transaction details, further information and validation may be required by Fipto.
13.10. Fipto will return the funds in the best delays, except in the event for which Fipto is not accountable, such as when:
- The Client’s Account has been blocked, suspended or closed for any reasons related to Fipto’s AML/CFT obligations;
- Fitpo must perform verifications, in particular linked to AML/CFT obligations;
- A competent authority refuses the restitution;
- An event independent of Fipto’s operations occurs, such as a problem inherent in the operation of the underlying blockchain or smart contract.
13.11. In such cases, the delay in the restitution of the Client’s Digital Assets will not give rise to any compensation.
13.12. Fipto has put in place an appropriate organization to minimize the risk of loss of Client's Digital Assets or the rights related to these digital assets, due to abuse or fraud of these Digital Assets, deficient administration, erroneous registration or negligence. Furthermore, in order to prevent any catastrophe that might occur to the Digital Assets stored, Fipto has put in place a set of security measures provided by the Partner Fireblocks. More information on Fipto’s custody policy can be required by the Client.
14. Execution of a Conversion
14.1. On the Platform, the Clients may request and proceed to the following
Conversions:
- Cryptos/Cryptos Conversions,
- Cryptos/Fiat Conversions ;
- Fiat/Fiat currency(ies) Conversions.
14.2. A Client is able to request, through the Platform, a quote to Fipto in order to execute a Conversion. After receiving the Request For Quote (RFQ), Fipto will contact the Client by phone in order to :
- Validate the RFQ ;
- Propose the price of the Digital Asset or Fiat to pay in order to
execute the Conversion requested. The Price of the Digital Asset or Fiat is fixed and communicated by the Client Representative to the Client during the phone call with the Client.
14.3. If the Client agrees on the price communicated during the phone conversation, Fipto will execute the trade. The Client Representative, in charge of the Conversion, will validate the Conversion during the phone call.
14.4. Once the conversion is executed, the Client will receive the amount on its Client Account minus the Conversion fee as described in the Pricing Conditions.
14.5. Conversion Conditions :
14.5.1. The Client is the sole decision-maker of his Conversion, he is free to cancel his Request for Quote or his Conversion before its validation. This cancellation will be free of charge, except for possible Intervention Fees in case of abuse or inappropriate behaviour by the Client.
14.5.2. The Client needs to have or create at least one Internal Wallet for the Digital Assets he wants to trade before clicking on “Request a Quote”.
14.5.3. The Client needs to have enough funds in the Internal Wallet of the Digital Asset he wants to sell / exchange before clicking on “Request a Quote”.
14.5.4. The Client can use the Conversion service subject to complying with the minimum and maximum limits set by Fipto for example for certain Conversions and for certain types of Digital Assets. These limits are detailed on the Platform subject to change at any time. Fipto will make its best efforts to inform the Clients of such change before they come into force.
14.5.5. The Conversion may be done only during business hours and when a Client Representative is available.
14.5.6. Fipto reserves the right not to execute or respond to any request made, any Order sent or confirmed by any means (Platform, email, telephone, etc.) outside of normal business hours.
14.5.7. Fipto cannot be held responsible for the consequences, financial loss or loss of opportunity resulting from the non-execution or lack of response to a request or Order made or received.
14.6. The Client is informed that his conversations with Fipto, during the execution of the Conversion, is recorded and may be listened to by Fipto for evidentiary purposes, fraud detection and/or to be studied in order to improve the quality of the Service. For more information on the personal data protection framework, please refer to the Data Protection Notice available on the Platform.
15. Right of withdrawal
15.1. In application of article L.221-3 of the French consumer code, Clients may not benefit from a right of withdrawal since the purpose of the Services necessarily falls within the scope of the professional activity of the Client.
15.2. However, if the Client was canvassed by phone or by email, he has a period of fourteen calendar days in which to exercise his right of withdrawal, without having to justify his decision or pay any penalties.
15.3. In compliance with the French consumer code, the right of withdrawal does not apply to the crypto/crypto, crypto/fiat or fiat/crypto Conversions since the value of Digital Assets depends on fluctuations of the market outside of Fipto’s control.
15.4. For the other Services, the period during which the right of withdrawal may be exercised begins to run from the day on which the T&Cs are signed.
15.5. The Client is informed that, if he requires the execution of the Service before the end of the withdrawal period, and exercises his right of withdrawal, he will be required to pay the price corresponding to the use of the Service actually provided between the date of execution and the date of exercise of the right of withdrawal.
15.6. Fipto will reimburse to the Client, as soon as possible and within thirty days at the latest, all sums received, with the exception of the amount mentioned above. The reimbursement period begins on the day Fipto receives notification from the Client of his wish to withdraw.
16. Responsibility of the Parties
16.1. Client liability
16.1.1. The Clients guarantee Fipto against any breach, against any fraudulent use or use in bad faith of the Services.
16.1.2. The Client agrees to indemnify, defend and hold Fipto harmless against any claim against Fipto arising from the Client' use of the Services.
16.1.3. In particular, Fipto shall not be responsible for the Client's choices and decisions concerning the use of the Services and notably the performance of Transactions/Conversions involving Digital Assets, notably
including but not limited to any erroneous decision relative to a
Transaction/Conversion, the performance by the Client of incorrect or inappropriate Transactions, an error with regard to the External Wallet Address. In this regard, and considering the risks inherent to the use of the Services, Fipto is not responsible for the possible financial losses incurred by the Client and resulting from the Client’s use of the Services.
16.1.4. Clients further agree to indemnify and hold Fipto harmless from any and all liability, loss, damages, costs, claims and/or expenses, including but not limited to attorneys' fees, that Fipto may incur or be required to pay as a result of such claims.
16.1.5. Fipto shall not be liable for any errors in the Client's information, for the loss or theft of a password by the Client, or for any Client Account usurpation resulting therefrom.
16.1.6. Fipto shall not be liable for the functioning (or malfunction) of the Client’s computer equipment, nor for her/his access to the Internet or to any
network (Internet network, telecommunication network or electronic communication, etc.).
16.1.7. Fipto is not responsible for any malfunction or failure of third-party
services’ websites or platforms.
16.2. Responsibility of Fipto
16.2.1. Fipto undertakes to perform its obligations with the care normally expected of a professional in the same sector of activity and to comply with current professional practices. However, Fipto can only be held to an obligation of means.
16.2.2. Except for the warranties of the Services mentioned above, Fipto disclaims all liability and all obligation to compensate any person whatsoever for any loss or damage caused by a Client or a third party (with the exception of Fipto’s Partners).
16.2.3. Fipto does not guarantee continuous or uninterrupted access to the Services. Consequently, it cannot be held liable for any act or omission, non- performance, partial performance or delay in performance of its obligations in connection with damage or loss suffered directly or indirectly by the Client
resulting from factors beyond the reasonable control of Fipto.
16.2.4. Clients are informed that Fipto may occasionally interrupt access to all or part of the Services in the conditions set out in section 22.
16.2.5. Fipto may not be held liable for any damage resulting from such suspensions. Upon normal resumption of service, Fipto will make reasonable efforts to process outstanding Transactions and Conversions as soon as possible.
16.2.4. Clients are informed that Fipto may occasionally interrupt access to all or part of the Services in the conditions set out in section 22.
16.2.5. Fipto may not be held liable for any damage resulting from such suspensions. Upon normal resumption of service, Fipto will make reasonable efforts to process outstanding Transactions and Conversiosn as soon as possible.
16.2.6. In addition, Fipto will not be held liable for any loss resulting from :
16.2.6.1. the enforcement of any applicable law;
16.2.6.2. the refusal of a bank transfer ;
16.2.6.3. unusual or illegal use of the Services;
16.2.6.4. any breach by a Client of its obligations or any fault on its part;
16.2.6.5. breakdowns or malfunctions of the Services for which Fipto is not responsible;
16.2.6.6. cyber attacks, provided that Fipto is not liable for a security breach and made all possible effort to limit the resulting damage;
16.2.6.7. indirect damage that may result from the Services provided by Fipto, such as an action brought by a third party against a Client, commercial loss, loss of clientele, commercial disturbance, loss of profit, loss of data not attributable to Fipto, loss of brand image suffered by a Client or a third party;
16.2.6.8. any case of force majeure as defined by Article 1218 of the French Civil Code or any event beyond the control of Fipto, which includes the breakdown or malfunction of any underlying blockchain or telecommunication networks;
16.2.6.9. any measure taken or legislation adopted by French or
foreign authorities.
16.2.7. Thus, Fipto may be held liable only if Fipto’s fault caused the Client a certain, personal, direct and reasonably foreseeable harm, unless otherwise provided by law or regulation.
16.2.8. If Fipto is responsible for a poorly executed Transaction or Conversion, it will return the corresponding amount to the Client without delay and restore the debited Account to the position it would otherwise have held.
16.2.9. Taking into account that Clients are professionals within the meaning of the French consumer code, in no event will Fipto be liable for more than the amounts billed to Clients over the twelve (12) months preceding the incident or series of incidents, unless otherwise provided by law or regulation.
17. Representation and warranties of the Client
17.1. The Signatory declares and guarantees to Fipto that :
- The use of the Services has been duly authorised by the competent bodies in accordance with its articles of association or the regulations applicable to it. As from the date of signature, all the commitments resulting from the present T&Cs will constitute legal obligations, valid and enforceable against the Client.
- The Client, by using the Services, to his knowledge, is not violating any court decision, nor his statutes, nor any contract or other legal or contractual act, obligation or restriction relating to his capacity to contract or to the funds he uses to subscribe.
- The Client is not subject to any legal or collective proceedings.
- All the documents and information provided to Fipto by the Client before the start of the Services are authentic and the Client guarantees that it has not omitted or altered any document which could mislead Fipto. Similarly, the Client undertakes to declare any occurrence of new facts which could call into question the validity of this relationship.
17.2. Moreover, the Signatory, the Client and its representatives guarantee:
- not being a Prohibited Person.
- has not received notice of or is aware of any claim, action, suit proceeding or investigation against it with respect to Sanctions by any Sanctions Authority.
- is not subject to any applicable limitation or restriction under Sanctions.
- has not conducted its operations at any time in breach of Sanctions, applicable financial record keeping and money laundering and anti-terrorism financing regulations in all jurisdictions in which it conducts business.
- has not engaged in any activity which would breach any anti-bribery and corruption laws.
- is not subject to any action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator in relation to a breach of any anti-bribery and corruption laws or any money laundering or anti-terrorism financing laws.
- not being subject to a ban on using the Services resulting, notably, from legislative or regulatory provisions or from an administrative or legal decision, for example.
- not being subject to restrictions on access to financial services as adopted by the United Nations, the Council of the European Union, etc. in the context of the fight against terrorism, corruption, or money laundering.
- not being on the list of specially designated nationals maintained by the Office of Foreign Assets Control (OFAC - United States treasury department) or the list of denied personal of the U.S. Department of Commerce.
- Neither the Client, nor to his knowledge, any director, agent, employee, or person acting on his behalf has engaged in an activity or has had an illegal conduct, in particular in violation of any law or regulation applicable in the field of embezzlement or the fight against corruption. Furthermore, the Client confirms that it has put in place and maintained policies and procedures to prevent and avoid the violation of the laws and regulations applicable to embezzlement or AML/CFT.
17.3. Any violation of the provisions of this article by the Client constitutes a serious violation leading to the termination without notice to the exclusive detriment of the Client.
17.4. The Client declares that the funds used have an origin that complies with the laws and regulations applicable, in particular with regard to the provisions applicable to AML/CFT and in all the jurisdictions in which the Client and its subsidiaries have an activity.
17.5. In addition, the Signatory confirms that he is not the subject of any action, prosecution or legal proceedings before a court or a governmental entity, authority, or agency and that he is not exposed to them.
18. Confidentiality
18.1. Fipto undertakes to maintain the confidentiality of Clients’ Transactions and Conversions.
18.2. However, this confidentiality may be lifted, in accordance with the legislation in force, by virtue of a legal, regulatory or prudential obligation, in particular at the request of the authorities, the tax or customs authorities, or a criminal court, or in the event of a court order served on Fipto.
18.3. Notwithstanding the foregoing, the Customer has the option of releasing Fipto from confidentiality by expressly indicating the third parties authorised to receive confidential information concerning the Customer.
18.4. It is specified that confidentiality may be lifted by the effect of regulations for the benefit of companies providing Fipto with important operational tasks within the framework of the present T&Cs, and in particular the Partners.
19. Personal Data
19.1. The processing of Client and Signatory personal data (hereinafter referred to as "Personal Data") is governed by this T&Cs and our Data Protection Policy,
which can be consulted at the following address: https://www.fipto.com/privacy. In this respect, Fipto acts in its capacity as Data Controller.
19.2. By accepting the T&Cs, the Clients authorise Fipto to communicate their Personal Data to Partners or subcontractors whose activity has been outsourced to them for the performance of the Services.
20. Proof
20.1. Communications, including claims made by electronic mail, are modes of communication validly accepted as proof by Users/Clients and Fipto.
20.2. In the absence of proof to the contrary, the data recorded in Fipto's computer system constitutes proof of all Transactions and Conversions ordered by Clients.
20.3. All information recorded in Fipto's computer databases relating to Orders, Transactions, Conversions have, in the absence of proof to the contrary, the same evidentiary force as a document written on paper, both with respect to their content and with respect to the date and time the information is given and/or received. This unalterable, secure and reliable tracking is stored and kept in Fipto's computer systems.
20.4. Fipto documents reproducing this information, as well as copies or reproductions of documents, have the same evidentiary value as the original, until proven otherwise.
21. Duration
21.1. The T&Cs are entered into for an indefinite term, they shall stay in force as long as the User/Client accesses the Platform and the Services.
22. Suspension of Services
22.1. The performance of the T&Cs as well as access to the Client Account and the provision of Services may be interrupted at any time by Fipto in particular in the presence of any of the following situations:
22.1.1. a legal or regulatory obligation, a court decision, an injunction or any administrative request justifying the immediate suspension of Services ;
22.1.2. interference that could damage or impair Fipto equipment or that of third parties; or
22.1.3. modifications of any kind to the Services acquired by the Client;
22.1.4. late payment of an invoice for more than thirty (30) calendar days;
22.1.5. rejection of a direct debit for lack of funds; 2
2.1.6. detection of unusual or suspicious activities on the Client Account, or suspicion regarding the User/Client’s identity.
22.1.7. refusal by the Client to provide the information requested by Fipto, in particular as part of its legal and regulatory AML/CFT obligations;
22.1.8. multiple Client Accounts held by the same Client;
22.1.9. fraudulent behaviour by the Client, including infringement of Fipto's intellectual property rights or misuse of the Services for purposes other than those set out in the contract;
22.1.10. bankruptcy, restructuring, liquidation, dissolution or proceedings
having similar effects against the Client.
22.2. Fipto may also interrupt access to all or part of the Services:
22.2.1. to allow repairs, maintenance operations or improvements to functionality ;
22.2.2. in the event of a suspected attempt at piracy, misappropriation of funds or any other risk of damage;
22.2.3. at the request or instruction of authorised persons or competent authorities.
22.3. During the period of suspension or blocking under the conditions set out in this section, the Client remains liable for all charges incurred and will not be able to access, where applicable, his income in Digital Assets generated by the Services.
23. Termination of the Terms and Conditions
23.1 Termination at the Client's Initiative
23.1.1. The Client is free to terminate the T&Cs at any time. To do so, they can send an email to contact@fipto.com.
23.2.1. The T&Cs will also be terminated automatically when the Client initiates the account deletion procedure.
23.2. Termination at Fipto's Initiative
23.2.1. Fipto may terminate the T&Cs at any time without cause, subject to compliance with a notice period that increases with the duration of the contractual relationship, starting from the signature or acceptance of the T&Cs, as follows: one months notice during the first year of executing the T&Cs, two months notice during the second year, and so on up to a 3 months limit.
23.2.2. Fipto may terminate the T&Cs without notice:
23.2.2.1. In case of breach of the Customer’s responsibilities and warranties;.
23.2.2.2. In case of repeated breaches of one or more provisions of the T&Cs;
23.2.2.3. In case of a serious breach or failure of an essential
obligation under the T&Cs;
23.2.2.4. If Fipto deems it necessary for the technical protection of its Platform or the legal protection of its DASP status, especially in case of suspicion of the Client's unfair, fraudulent, criminal, or harmful behaviour; or
23.2.2.5. If Fipto has reasonable grounds to believe that continuing to provide the Service to the Client could result in a violation of applicable law or regulations.
23.2.3. If there is a change in applicable law or regulations and their interpretation by the competent regulatory authority affecting Fipto's or its employees' ability to perform the Services, these T&Cs will be automatically terminated.
23.2.4. Furthermore, if Fipto ceases its activities or becomes subject to insolvency proceedings and the proceedings are not concluded within ninety (90) days, Fipto may terminate its Services.
24. Consequences of Termination
24.1. The end of the contractual relationship between Fipto and the Client under these T&Cs will result in the closure of the Client Account and of the Payment Account. The closure of these accounts shall not entitle to any compensation. Unless expressly agreed by Fipto, the Client whose accounts have been closed is not allowed to open another. Any Account opened in violation of this provision may be immediately closed by Fipto without notice.
24.2. On the termination date, all Clients rights under these T&Cs will be immediately terminated, and the Client will remain liable for service fees until the termination date indicated by Fipto.
24.3. The closure of the Payment Account may incur fees within the limits of article L.314-13 of the Monetary and Financial Code.
24.4. The Client will no longer be able to use the Services or initiate Transactions or Conversions from the effective date of termination. The accounts may be kept open for a period of twelve (12) months to cover any potential disputes and subsequent claims. Transactions or Conversions initiated before the effective date of termination will not be affected by the termination request and must be executed according to the terms of the T&Cs.
24.5. In the event of termination or the end of the T&Cs, funds in Digital Assets or Euros stored within the Accounts will be returned to the Client, according to the Clients' instructions and subject to (i) any dispute between Fipto and the Client
being resolved on the termination date, (ii) any blocking periods, restrictions associated with the relevant Services, or (iii) any court security or asset freezing measures.
25. Dissolution
25.1. The dissolution of the Client will automatically terminate these T&Cs from the time Fipto receives such a notification.
25.2. The Client Account is kept open for the time required to settle its liquidation. Fipto will transfer the balance of the Client’s Internal Wallet with the written agreement of the liquidator in charge of the proceeding.
25.3. If the liquidator has not contacted Fipto within one year of the Client’s dissolution, the Digital Assets held in the Internal Wallet will be converted into Euros and transferred to the French Caisse des Dépôts et des Consignations.
26. Intellectual Property
26.1. All intellectual property rights related to the Platform and the Services, including all trademarks, logos, texts, software, databases, names, designs, themes, concepts, images and arrangement of these (collectively the "Contents") remain at all times the property of Fipto, its licensors and licensees and are protected by copyright, trademark law and all other applicable intellectual property rights.
26.2. No provision of these T&Cs should be interpreted as granting, whether to Users or Clients, any rights on the Contents. Therefore, it is forbidden for Users and Clients to copy, reproduce, display, distribute or exploit in any way, in whole or in part, the Contents, to decompile or attempt to decompile the software, to extract or try to extract data from databases, to interfere or attempt to interfere in any way with the security measures implemented by Fipto, without the prior written authorisation of Fipto and/or its licensors, which will be granted at the sole discretion of Fipto.
27. Mutual assistance
27.1. If administrative formalities are necessary for the execution of these T&Cs, Fipto and the Users/Clients commit to mutually assist each other in regularising these formalities. In case of technical assistance or commercial support needs, the Client can at any time create a ticket at the following address: contact@fipto.com. The support will be able to respond to requests expressed in French and English within an indicative period of 14 days.
28. Change of Control
28.1. The Client may not assign all or part of the T&Cs to third parties without the prior written agreement of Fipto. In case of (i) a merger by creating a new company, contribution, partial asset contribution, absorption-merger, split, or other operation resulting in a universal transmission of Fipto's assets or (ii) any operation resulting in a change of control, direct or indirect, affecting Fipto, the contractual relationships will endure without it being necessary to inform or obtain the Client's consent.
29. Non-waiver
29.1. The fact that Fipto does not require at a certain time that the other party performs one of its obligations under these T&Cs does not affect the right of Fipto to request their performance later. The nullity of a clause does not affect the validity and obligation to respect the other clauses.
30. Applicable Law and Competent Jurisdiction
30.1. Applicable Law
30.1.1. These T&Cs are exclusively governed by French law.
30.2. Amicable Resolution
30.2.1. In case of a dispute, the Client is invited to proceed amicably and to make a complaint to Fipto's customer service by email at the following address: contact@fipto.com. No action can be taken against Fipto without prior notice sent by registered letter with request for receipt, addressed to the postal address indicated in the legal notices.
20.2.2. Information on the complaint process is available at www.fipto.com/complaints.
30.2.3. Without prejudice of other recourse, in case of a dispute resulting from the application of these T&Cs, and in the absence of an amicable agreement, the Parties may seize the business mediator (https://www.economie.gouv.fr/mediateur-des-entreprises), or the French Autorité des Marchés Financiers (AMF) mediator: Médiateur de l'AMF - 17, place de la Bourse - 75082 Paris Cedex 02.
30.3. Competent Jurisdiction
30.3.1. In the absence of an amicable agreement, any dispute arising from these T&Cs will be settled by the courts of the jurisdiction of the Court of Appeal of Paris.
30.4. Language
30.4.1. The T&Cs are written in English. If they are translated into one or more foreign languages, only the English will be deemed valid in case of a dispute.
31. Miscellaneous
31.1. Until further notice, due to a specific UK regulatory framework, Fipto does not open accounts for companies registered in the United Kingdom (England, Northern Ireland, Scotland and Wales).
32. Partners
32.1. Fipto is a partner of Modulr Finance B.V., a company registered in the Netherlands with company number 81852401, authorised and regulated by the Dutch Central Bank (DNB) as an Electronic Money Institution (Firm Reference Number: R182870) for the issuance of electronic money and payment services. Your Payment Account and related payment services are provided by Modulr Finance B.V. Your funds will be held in one or more segregated accounts and the full value safeguarded in line with the Financial Supervision Act – for more information please see this link.
32.2. Fipto uses the services of Fireblocks Ltd., a limited liability company, located at Floor 25, Yizhak Sade 8, Tel Aviv, Israel 6777508, for the technical infrastructure of the Internal Wallets. Information related to the custody is detailed in Section 13. More information on Fireblocks can be found on its website.
32.3. It is reminded that Fipto remains fully responsible for the services provided to the Clients by its Partners.
Introduction
Please read these Terms and Conditions carefully before you agree to use a Client Account or any related services provided by or through us.
These Terms and Conditions, together with the Client Application Form and the Special Terms applicable to each Service constitute the entire agreement between Fipto and the Client.
By signing the Client Application Form, or by agreeing to open a Client Account you accept these Terms and Conditions. If there is anything you do not understand, please contact customer services using the contact details in the Client Application Form.
Legal Notice
fipto.com is an online service developed by Fipto France, a simplified joint-stock company registered with the Nanterre Trade and Companies Register (France) under the number 911 148 344, with its registered office at 65 Rue de la Croix, 92000 Nanterre, France (“Fipto”).
Fipto is registered with the French Autorité des Marchés Financiers (Financial Markets Authority) as a Digital Asset Service Provider (“DASP”) for the activities of digital asset custody, buying/selling digital assets against legal tender, and exchanging digital assets for other digital assets, under the number E2023-69.
The publication director is Mr. Bertrand Godin.
Contact: contact@fipto.com
The website is primarily hosted by Amazon Web Services EMEA SARL, a simplified joint-stock company registered with the Luxembourg Trade and Companies Register under the number B 186284, with its registered office at 38 Avenue John F. Kennedy, Luxembourg 1855, Luxembourg.
Definitions
Unless otherwise specified and without prejudice to the other definitions contained in the T&Cs, the terms and expressions defined below will, whenever they begin with a capital letter in this agreement, whether they are used in the singular or plural, masculine or feminine, have the meaning given to them below:
| AML/CFT | means anti-money laundering and counter financing of terrorism French and European laws and regulations. |
|---|---|
| Conversion or Conversion Operation | means the service offered by Fipto that consists of exchanging a quantity of one type of Digital Asset for a quantity of another Digital Asset or exchanging a quantity of fiat currency for a quantity of Digital Asset or the opposite or exchanging a fiat currency against another fiat currency. |
| Conversion fee | means the fee charged by Fipto for the realization of a Conversion. |
| Client | means the legal entity on whose behalf the Signatory enters into these T&Cs with Fipto. |
| Client Account | means the dedicated and individualized digital interface of Client on the Platform and giving the Client access to the Services. |
| Client Application Form | means the document titled ‘Client Application Form’, to be filled out by the Client during its onboarding for the creation of its Client Account |
| Digital Asset | Means one or more digital assets within the meaning of article L.54-10-1 of the French Monetary and Financial Code. |
| External Wallet | means the Client's personal non-hosted wallet containing the Client's Digital Assets, not held by Fipto but identified as available to receive deposits. |
| Fipto | means Fipto France SAS, registered with the Registre du Commerce et des Sociétés de Nanterre (France) under number 911 148 344, domiciled 65 Rue de la Croix, 92000 Nanterre, France. |
| Internal Wallet | means the custodial wallet containing the Digital Assets hosted by Fipto on behalf of the Client. |
| Order | means a Client's consent to the execution of a Transaction or a Conversion. |
| Parties | designates Fipto and the Users or Clients, including their respective affiliated entities. |
| Partners | refers to the external services providers used by Fipto in the course of the provision of the Services, as identified in Section 31. |
| Payment Account | means the payment account provided by Fipto through a Partner. |
| Platform | means the fipto.com website including all its subdomains, and any website on which the Services are available. |
| Prohibited Jurisdiction | means the high risk jurisdictions listed by French, European and International authorities. |
| Prohibited Persons | means residents of Prohibited Jurisdictions and Sanctioned Persons. |
| Sanctioned Person | means a person that is (i) listed on, or owned or controlled by a person listed on, or acting on behalf of a person listed on, any Sanctions List (ii) located in, incorporated under the laws of, or owned or (directly or indirectly) controlled by, or acting on behalf of, a person located in or organized under the laws of a country or territory that is the target of country-wide or territory-wide Sanctions; or otherwise a target of Sanctions, i.e. a person with whom a US person or other national of a Sanctions Authority would be prohibited or restricted by law from engaging in trade, business or other activities. |
| Sanctions | means any economic or trade sanctions laws, regulation, embargoes, or restrictive measures administered, enacted, or enforced by (i) the United States (ii) the United Nations (iii) the European Union; and/or any sanctions regulations or laws administered by other governmental or regulatory bodies which are applicable to the Companies or its partners. |
| Sanctions Lists | means lists which are prescribed by governmental and/or regulatory authorities for the purpose of Sanctions or any similar list maintained by, or public announcement of Sanctions designation made by, any of the Sanctions Authorities. |
| Services | refers to all services accessible on the Platform with a Client Account, including the Conversion Operations and the Internal Wallet. |
| Signatory | means the natural person representing the Client and accepting the T&Cs in the name and on behalf of the legal entity. |
| Terms and Conditions (T&Cs) | means these general terms and conditions of sale and use of the Services. |
| Transactions | means the action of transferring or withdrawing funds in FIAT or Digital Assets to or from a Payment Account, an Internal Wallet, an External Wallet and/or a bank account. |
Scope of these Terms and Conditions
Fipto offers Digital Asset Services to professionals legal entities.
In accordance with applicable law, it is possible to check Fiptos' DASP registration at any time on the amf-france.org website.
The purpose of the T&Cs is to define the conditions of access and use of the Platform and Services, and to define the rights and obligations of Clients and Fipto in this context.
These T&Cs apply, without restriction or reservation, to all use of the Services offered on the Platform.
More detail on the Platform and the Services can be found in the documentation.
Eligibility
The Services are available to any legal entity acting through a natural person who has the legal capacity to enter into a contract in the name and on behalf of such legal entity.
Opening an Account is subject to AML/CFT identification requirements. Consequently, Prohibited Person, whether Sanctioned Person or persons domiciled in a Prohibited Jurisdiction, are not authorized to use the Services.
Clients must provide all information that Fipto requires to use the Services. Any incomplete registration will not be validated. Clients will not be entitled to any compensation in this respect.
Fipto will immediately suspend the Client’s access to the Services and/or terminate the T&Cs if its compliance with the eligibility requirements ceases during the term of the T&Cs.
Acceptance and modification of the Terms and Conditions
Acceptance
The Signatory declares and guarantees that he/she has all the necessary powers and legal capacity to enter into these T&Cs and legally bind the Client, either by acting as the Client's legal representative, or by having the necessary powers to enter into the T&Cs and perform the contractual undertakings contained therein.
In particular, the Signatory represents and warrants that he/she has all the powers necessary to commit the cash and funds of the legal entity that the Signatory represents.
The Signatory and the Client expressly acknowledge that the Client is validly bound by the Signatory's signature of the T&Cs. The versions of the T&Cs are permanently accessible on the Platform.
These T&Cs constitute a legally binding agreement between Fipto and the Client. The Client acknowledges having carefully read, understood and accepted them in their entirety.
Acceptance of these T&Cs is necessarily full and complete. Any acceptance subject to certain reservations shall be considered null and void. These T&Cs govern the opening of a Client Account in the name of each Client and apply, without restriction or reservation, to all use of the Services offered on the Platform. Any Client who does not agree to be bound by these T&Cs will not be able to access the Services.
Variation
Fipto may modify the features and functionality of the Platform to improve its operation and quality.
Fipto may unilaterally modify the T&Cs with respect to the technical aspects of the Platform as long as this does not result in an increase in price or an alteration in the quality and characteristics to which the Client's commitment is conditional.
In the event of a substantial change to the T&Cs, Clients will be informed of changes by any means within five (5) days prior to the new version coming into force and will be invited to accept the new version on the Platform.
In this case, if the Clients do not agree with the modified version of the T&Cs, they should stop using the Services and terminate the T&Cs according to the conditions set out in Section 19. The non-termination or continued access to the Services after the effective date or notice period of any amendment or updates will constitute an acceptance of the amended T&Cs.
Acceptance of the risks inherent in the Services
Access to the Service requires a thorough understanding of blockchain technologies, Digital Assets and digital wallets, as well as a good knowledge of the Digital Assets market. If Clients have any doubts and/or additional questions about the operation of the Services and the associated risks, they are invited to contact Fipto by sending a letter to the e-mail address indicated on the first page. If they do not understand how these technologies work, Clients should refrain from using the Services.
By accepting these T&Cs, the Client warrants that he/she is aware of the consequences and risks associated with the digital assets sector and blockchain technologies, which are described below.
Availability risk
We do not guarantee that the Fipto Services will be available at any particular time or that Fipto services will not be subject to unplanned service outages or network congestion. It may not be possible for you to buy, sell, store, transfer, send or receive Digital Assets or fiat when you wish to do so.
Technological risk (security)
Clients must be aware of the technical risks associated with the Service, which include in particular the risks arising from an error or security flaw associated with the blockchain, which may result in a loss of data or a loss of access to their Digital Assets.
This technological risk may result from an error or security flaw associated with the blockchain, enabling and/or leading to hacking and data theft from the Platform, including, but not limited to, sybil attacks, smurfing-type malware attacks, or other new methods known or unknown.
Economic risk (volatility)
Clients must be aware of the economic risks associated with the Service. They acknowledge that the Digital Asset markets are decentralized and unregulated.
The Service is not suitable for many Clients and represents a high level of risk of loss of capital, particularly due to the extreme volatility of the markets.
Consequently, although the risk of loss does not exceed the amount invested, Clients undertake not to invest funds that they cannot afford to lose. Furthermore, they acknowledge that past performance is no indication of future performance, which may go down as well as up.
Legal and regulatory risk
Clients are informed that the legal framework for Digital Assets varies according to the jurisdiction in which they are located and that Digital Assets may be prohibited or subject to a regulatory framework that could cause their value to fall significantly or completely.
Clients must be aware of the risk resulting from the absence of regulation and the subsequent absence of any guarantee associated with this type of asset on regulated markets.
In addition, the Platform is subject to AML/CFT requirements, which may change in the future. Any such change could result in additional obligations being imposed on Fipto and thus limit the effective use of the Services.
Finally, future legislation and case law could also have an impact on the existence and legality of Digital Assets and associated technologies.
Creation of an Account
In order to access the Services provided by Fipto, the Client must open a Client Account on the Platform.
To benefit from the Services available on the Platform, a Payment Account held in a Partner’s books is opened in each Client's name.
Unless specifically authorized, Clients may not create more than one Client Account.
Client Accounts are created upon Client request, and are validated at Fipto’s sole discretion.
Payment Accounts are validated at the Partner’s sole discretion. Clients must comply with the procedure regarding the opening and functioning of the Payment Account as described in the Partner’s contract.
Clients agree to provide all information required by Fipto and its Partners to open a Client Account and a Payment Account, including information required under AML/CFT requirements.
Fipto will refuse Client Account creation and access to the Service if the Client does not provide the required information, if the information provided is incomplete or inaccurate, or for any other legal reason. This refusal will not give rise to any damages to the benefit of the Client.
The Client expressly declares that he/she has the capacity and/or has received the authorisations required to use the Services provided by Fipto and guarantees Fipto against any liability resulting from a false declaration.
Account Security
The Client is responsible for access to and use of the Client Account and must make strictly personal use of his/her login information (identifier and password) and implement a strong authentication procedure (two-factor authentication method).
The Client must under no circumstances disclose his/her login details to any third-party.
If the Client has reason to believe that their login information has been lost, stolen, misappropriated or compromised in any way, or in the event of unauthorized use of their Client Account and Services, they must immediately notify Fipto by email at contact@fipto.com.
In the absence of such notification, any use of the Client Account or Services is deemed to have been made by the Client.
Following such notification, and/or in the presence of a potential or proven threat to the security or confidentiality of the Client's data, the Client authorizes Fipto to take all appropriate measures to prevent unauthorized access. In this regard, Fipto may require that the password and identifier be reset or suspend access to the Client Account.
Fipto may not be held liable for errors in the Client’s information, loss or theft of a password by the Client, or the resulting usurpation of the Client Account.
Account blocking
By Fipto
Fipto may temporarily suspend Client Account and access to Services under the conditions defined in Section 22.
Fipto may permanently terminate Client Account and access to Services under the conditions set out in Section 23.
In such cases, Fipto reserves the right to apply penalties and management fees to the Client and/or to claim damages in case of a breach.
The blocking of a Client Account will automatically result in the blocking of the Payment Account belonging to the same Client.
Clients affected by the suspension or deletion will be notified of the measure without delay and by any means. The blocking of the Client Account will not give rise to any damages to the Client.
By the Client
The Client may at any time request to be deregistered by e-mail to contact@fipto.com, subject to any contradictory provisions in the subscription to the Services.
The definitive deletion of Accounts irreversibly deletes the Client's data, subject to the retention of data and information required by AML/CFT regulations, pursuant to article L.561-12 of the French Monetary and Financial Code.
Upon request of deletion of the Client’s Account, if the Client’s Wallet has a positive balance, the Client may either:
Provide Fipto with an External Wallet address to transfer the Digital Assets from the Internal Wallet; or
Sell the remaining Digital Assets for legal tenders, for transfer on his/her bank account.
Fipto may not be held liable under any circumstances for the loss of data or Digital Assets resulting from an error or a fault of the Client during the suspension or deletion of the Client's Account.
Subscribing to the Service
Pricing
The various Services offered by Fipto, as well as the various prerequisites and pricing conditions associated with each offer, are available on the pricing page of the Platform and upon request at contact@fipto.com.
If Clients have any doubts and/or additional questions about the operation of the Service and the rates, they are invited to contact Fipto by sending an email to contact@fipto.com.
The provision of the Services offered is subject to the following conditions:
Compliance with eligibility requirements;
Possession of a Client Account and a valid Payment Account, created under the conditions defined in section 8 ; and
Payment of the price indicated (subscription).
Fipto reserves the right to refuse or cancel any Client subscription, Conversion or Transaction in the event of insufficient funds or the existence of a dispute between Fipto and the Client concerning a previous payment or Conversion or Transaction.
In the event of unavailability of a Service after payment by the Client, Fipto will inform the Client as soon as possible in order to cancel the order and refund the payment made in this regard.
Any default or delay in payment will automatically result in the invoicing of €40 (inc. VAT) for processing fees. Amounts owed by the Client will bear interest at a rate of 10% per annum until full payment, even in the event of termination of the T&Cs. Fipto reserves the right to set off any definite, liquid and payable claim it may have against the sums owed to the Client.
Transactions
Once the funds have been received by Fipto, the Client may place Orders corresponding to the desired Transactions. To this end, the Client authorizes Fipto to execute, in the Client's name and on the Client's behalf, buy, sell, exchange or transfer Orders placed as part of the Services to which the Client subscribes.
This mandate will be automatically terminated if the subscription is not renewed by the Client or if the Client Account is blocked or deleted.
Fipto reserves the right to carry out in-depth analysis (including the destination of funds) and to refuse Transactions for any security or legal reasons.
Description of the Services
The Services offered by Fipto are detailed on the Platform and summarized in the Sections below.
The Digital Assets supported by the Services are detailed on the following page: https://docs.fipto.com/reference/supported-assets-1.
Fipto may modify the list of Services offered at any time, in particular for legal or security reasons.
In particular, the list of Digital Assets offered, available on the Platform, may change at any time. Fipto may also cease to provide a Service on one or more given Digital Assets.
In such a case, Fipto will inform Clients by any means, as soon as possible, and will enable Clients to withdraw their Digital Assets to their External Wallet, convert them to other Digital Assets still supported by the Services, or convert them into Euros.
Amendments of the Services will not give rise to any compensation to Clients, in particular, Fipto cannot be held responsible for the loss of value of Digital Assets at the time of their sale/exchange, nor for the loss of Digital Assets if they have not been sold prior to their write-off.
Internal Wallet
Upon subscription to the Services, Clients will be able to:
Transfer Digital Assets from an External Wallet to their Internal Wallet;
Withdraw Digital Assets from their Internal Wallet to their External Wallet; and
Store the Digital Assets purchased or converted through the Platform on their Internal Wallet.
Clients expressly authorize Fipto to manage the Digital Assets held in custody on their Internal Wallet, for the entire duration of the custody, in order to perform the obligations under the T&Cs.
Fipto will only manage the Digital Assets held in custody with the Client’s express consent.
Fipto uses the services of a Partner for the technical infrastructure of the Internal Wallets (Fireblocks). Fipto is fully responsible for any defect or default of Fireblocks affecting the Client’s Internal Wallet and undertakes to compensate the Client for any loss resulting from it.
As stated in above, Fipto assumes no responsibility for any loss, damage or consequence, financial or otherwise, caused by the non compliant or unauthorized use of your Internal Wallet and Account credentials.
Fipto assumes no responsibility for fluctuations in or loss of value of Digital Assets.
Fipto will hold the Digital Assets in custody in the Internal Wallet until the Client expressly asks for their restitution or until termination of the T&Cs.
Upon request of restitution or termination of the T&Cs, Fipto will either, at the discretion of the Client, transfer the Digital Assets on the Client’s External Wallet or will convert the Digital Assets into Euros for transfer on the Client’s bank account.
Before any access or transaction from a Wallet, Clients may have to provide 2-factor authentication in order to secure the access and/or the transaction. According to the transaction details, further information and validation may be required by Fipto.
Fipto will return the funds in the best delays, except in the event for which Fipto is not accountable, such as when:
- The Client’s Account has been blocked, suspended or closed for any reasons related to Fipto’s AML/CFT obligations;
- Fitpo must perform verifications, in particular linked to AML/CFT obligations;
- A competent authority refuses the restitution;
- An event independent of Fipto’s operations occurs, such as a problem inherent in the operation of the underlying blockchain or smart contract.
In such cases, the delay in the restitution of the Client’s Digital Assets will not give rise to any compensation.
Fipto has put in place an appropriate organization to minimize the risk of loss of Client's Digital Assets or the rights related to these digital assets, due to abuse or fraud of these Digital Assets, deficient administration, erroneous registration or negligence. Furthermore, in order to prevent any catastrophe that might occur to the Digital Assets stored, Fipto has put in place a set of security measures provided by the Partner Fireblocks. More information on Fipto’s custody policy can be required by the Client.
Execution of a Conversion
On the Platform, the Clients may request and proceed to the following Conversions:
- Cryptos/Cryptos Conversions,
- Cryptos/Fiat Conversions ;
- Fiat/Fiat currency(ies) Conversions.
A Client is able to request, through the Platform, a quote to Fipto in order to execute a Conversion. After receiving the Request For Quote (RFQ), Fipto will contact the Client by phone in order to :
- Validate the RFQ ;
- Propose the price of the Digital Asset or Fiat to pay in order to execute the Conversion requested. The Price of the Digital Asset or Fiat is fixed and communicated by the Client Representative to the Client during the phone call with the Client.
If the Client agrees on the price communicated during the phone conversation, Fipto will execute the trade. The Client Representative, in charge of the Conversion, will validate the Conversion during the phone call.
Once the conversion is executed, the Client will receive the amount on its Client Account minus the Conversion fee as described in the Pricing Conditions.
Conversion Conditions :
- The Client is the sole decision-maker of his Conversion, he is free to cancel his Request for Quote or his Conversion before its validation. This cancellation will be free of charge, except for possible Intervention Fees in case of abuse or inappropriate behavior by the Client.
- The Client needs to have or create at least one Internal Wallet for the Digital Assets he wants to trade before clicking on “Request a Quote”.
- The Client needs to have enough funds in the Internal Wallet of the Digital Asset he wants to sell / exchange before clicking on “Request a Quote”.
- The Client can use the Conversion service subject to complying with the minimum and maximum limits set by Fipto for example for certain Conversions and for certain types of Digital Assets. These limits are detailed on the Platform subject to change at any time. Fipto will make its best efforts to inform the Clients of such change before they come into force.
- The Conversion may be done only during business hours and when a Client Representative is available.
- Fipto reserves the right not to execute or respond to any request made, any Order sent or confirmed by any means (Platform, email, telephone, etc.) outside of normal business hours.
- Fipto cannot be held responsible for the consequences, financial loss or loss of opportunity resulting from the non-execution or lack of response to a request or Order made or received.
The Client is informed that his conversations with Fipto, during the execution of the Conversion, is recorded and may be listened to by Fipto for evidentiary purposes, fraud detection and/or to be studied in order to improve the quality of the Service. For more information on the personal data protection framework, please refer to the Data Protection Notice available on the Platform.
Right of withdrawal
In application of article L.221-3 of the French consumer code, Clients may not benefit from a right of withdrawal since the purpose of the Services necessarily falls within the scope of the professional activity of the Client.
However, if the Client was canvassed by phone or by email, he has a period of fourteen calendar days in which to exercise his right of withdrawal, without having to justify his decision or pay any penalties.
In compliance with the French consumer code, the right of withdrawal does not apply to the crypto/crypto, crypto/fiat or fiat/crypto Conversions since the value of Digital Assets depends on fluctuations of the market outside of Fipto’s control
For the other Services, the period during which the right of withdrawal may be exercised begins to run from the day on which the T&Cs are signed.
The Client is informed that, if he requires the execution of the Service before the end of the withdrawal period, and exercises his right of withdrawal, he will be required to pay the price corresponding to the use of the Service actually provided between the date of execution and the date of exercise of the right of withdrawal.
Fipto will reimburse to the Client, as soon as possible and within thirty days at the latest, all sums received, with the exception of the amount mentioned above. The reimbursement period begins on the day Fipto receives notification from the Client of his wish to withdraw.
Responsibility of the Parties
Client liability
The Clients guarantee Fipto against any breach, against any fraudulent use or use in bad faith of the Services.
The Client agrees to indemnify, defend and hold Fipto harmless against any claim against Fipto arising from the Client's use of the Services.
In particular, Fipto shall not be responsible for the Client's choices and decisions concerning the use of the Services and notably the performance of Transactions/Conversions involving Digital Assets, notably including but not limited to any erroneous decision relative to a Transaction/Conversion, the performance by the Client of incorrect or inappropriate Transactions, an error with regard to the External Wallet Address. In this regard, and considering the risks inherent to the use of the Services, Fipto is not responsible for the possible financial losses incurred by the Client and resulting from the Client’s use of the Services.
Clients further agree to indemnify and hold Fipto harmless from any and all liability, loss, damages, costs, claims and/or expenses, including but not limited to attorneys' fees, that Fipto may incur or be required to pay as a result of such claims.
Fipto shall not be liable for any errors in the Client's information, for the loss or theft of a password by the Client, or for any Client Account usurpation resulting therefrom.
Fipto shall not be liable for the functioning (or malfunction) of the Client’s computer equipment, nor for her/his access to the Internet or to any network (Internet network, telecommunication network or electronic communication, etc.).
Fipto is not responsible for any malfunction or failure of third-party services’ websites or platforms.
Responsibility of Fipto
Fipto undertakes to perform its obligations with the care normally expected of a professional in the same sector of activity and to comply with current professional practices. However, Fipto can only be held to an obligation of means.
Except for the warranties of the Services mentioned above, Fipto disclaims all liability and all obligation to compensate any person whatsoever for any loss or damage caused by a Client or a third party (with the exception of Fipto’s Partners).
Fipto does not guarantee continuous or uninterrupted access to the Services. Consequently, it cannot be held liable for any act or omission, non-performance, partial performance or delay in performance of its obligations in connection with damage or loss suffered directly or indirectly by the Client resulting from factors beyond the reasonable control of Fipto.
Clients are informed that Fipto may occasionally interrupt access to all or part of the Services in the conditions set out in section 22.
Fipto may not be held liable for any damage resulting from such suspensions. Upon normal resumption of service, Fipto will make reasonable efforts to process outstanding Transactions and Conversiosn as soon as possible.
In addition, Fipto will not be held liable for any loss resulting from :
- the enforcement of any applicable law;
- the refusal of a bank transfer ;
- unusual or illegal use of the Services;
- any breach by a Client of its obligations or any fault on its part;
- breakdowns or malfunctions of the Services for which Fipto is not responsible;
- cyber attacks, provided that Fipto is not liable for a security breach and made all possible effort to limit the resulting damage;
- indirect damage that may result from the Services provided by Fipto, such as an action brought by a third party against a Client, commercial loss, loss of clientele, commercial disturbance, loss of profit, loss of data not attributable to Fipto, loss of brand image suffered by a Client or a third party;
- any case of force majeure as defined by Article 1218 of the French Civil Code or any event beyond the control of Fipto, which includes the breakdown or malfunction of any underlying blockchain or telecommunication networks;
- any measure taken or legislation adopted by French or foreign authorities.
Thus, Fipto may be held liable only if Fipto’s fault caused the Client a certain, personal, direct and reasonably foreseeable harm, unless otherwise provided by law or regulation.
If Fipto is responsible for a poorly executed Transaction or Conversion, it will return the corresponding amount to the Client without delay and restore the debited Account to the position it would otherwise have held.
Taking into account that Clients are professionals within the meaning of the French consumer code, ino event will Fipto be liable for more than the amounts billed to Clients over the twelve (12) months preceding the incident or series of incidents, unless otherwise provided by law or regulation.
Representation and warranties of the Client
The Signatory declares and guarantees to Fipto that :
The use of the Services has been duly authorized by the competent bodies in accordance with its articles of association or the regulations applicable to it. As from the date of signature, all the commitments resulting from the present T&Cs will constitute legal obligations, valid and enforceable against the Client.
The Client, by using the Services, to his knowledge, is not violating any court decision, nor his statutes, nor any contract or other legal or contractual act, obligation or restriction relating to his capacity to contract or to the funds he uses to subscribe.
The Client is not subject to any legal or collective proceedings.
All the documents and information provided to Fipto by the Client before the start of the Services are authentic and the Client guarantees that it has not omitted or altered any document which could mislead Fipto. Similarly, the Client undertakes to declare any occurrence of new facts which could call into question the validity of this relationship.
Moreover, the Signatory, the Client and its representatives guarantee:
not being a Prohibited Person.
has not received notice of or is aware of any claim, action, suit proceeding or investigation against it with respect to Sanctions by any Sanctions Authority.
is not subject to any applicable limitation or restriction under Sanctions.
has not conducted its operations at any time in breach of Sanctions, applicable financial record keeping and money laundering and anti-terrorism financing regulations in all jurisdictions in which it conducts business.
has not engaged in any activity which would breach any anti-bribery and corruption laws.
is not subject to any action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator in relation to a breach of any anti-bribery and corruption laws or any money laundering or anti-terrorism financing laws.
not being subject to a ban on using the Services resulting, notably, from legislative or regulatory provisions or from an administrative or legal decision, for example.
not being subject to restrictions on access to financial services as adopted by the United Nations, the Council of the European Union, etc. in the context of the fight against terrorism, corruption, or money laundering.
not being on the list of specially designated nationals maintained by the Office of Foreign Assets Control (OFAC - United States treasury department) or the list of denied personal of the U.S. Department of Commerce.
Neither the Client, nor to his knowledge, any director, agent, employee, or person acting on his behalf has engaged in an activity or has had an illegal conduct, in particular in violation of any law or regulation applicable in the field of embezzlement or the fight against corruption. Furthermore, the Client confirms that it has put in place and maintained policies and procedures to prevent and avoid the violation of the laws and regulations applicable to embezzlement or AML/CFT.
Any violation of the provisions of this article by the Client constitutes a serious violation leading to the termination without notice to the exclusive detriment of the Client.
The Client declares that the funds used have an origin that complies with the laws and regulations applicable, in particular with regard to the provisions applicable to AML/CFT and in all the jurisdictions in which the Client and its subsidiaries have an activity.
In addition, the Signatory confirms that he is not the subject of any action, prosecution or legal proceedings before a court or a governmental entity, authority, or agency and that he is not exposed to them.
Confidentiality
Fipto undertakes to maintain the confidentiality of Clients’ Transactions and Conversions.
However, this confidentiality may be lifted, in accordance with the legislation in force, by virtue of a legal, regulatory or prudential obligation, in particular at the request of the authorities, the tax or customs authorities, or a criminal court, or in the event of a court order served on Fipto.
Notwithstanding the foregoing, the Customer has the option of releasing Fipto from confidentiality by expressly indicating the third parties authorized to receive confidential information concerning the Customer.
It is specified that confidentiality may be lifted by the effect of regulations for the benefit of companies providing Fipto with important operational tasks within the framework of the present T&Cs, and in particular the Partners.
Personal Data
The processing of Client and Signatory personal data (hereinafter referred to as "Personal Data") is governed by this T&Cs and our Data Protection Policy, which can be consulted at the following address: https://www.fipto.com/privacy. In this respect, Fipto acts in its capacity as Data Controller.
By accepting the T&Cs, the Clients authorize Fipto to communicate their Personal Data to Partners or subcontractors whose activity has been outsourced to them for the performance of the Services.
Proof
Communications, including claims made by electronic mail, are modes of communication validly accepted as proof by Users/Clients and Fipto.
In the absence of proof to the contrary, the data recorded in Fipto's computer system constitutes proof of all Transactions and Conversions ordered by Clients.
All information recorded in Fipto's computer databases relating to Orders, Transactions, Conversions have, in the absence of proof to the contrary, the same evidentiary force as a document written on paper, both with respect to their content and with respect to the date and time the information is given and/or received. This unalterable, secure and reliable tracking is stored and kept in Fipto's computer systems.
Fipto documents reproducing this information, as well as copies or reproductions of documents, have the same evidentiary value as the original, until proven otherwise.
Duration
The T&Cs are entered into for an indefinite term, they shall stay in force as long as the User/Client accesses the Platform and the Services.
Suspension of Services
The performance of the T&Cs as well as access to the Client Account and the provision of Services may be interrupted at any time by Fipto in particular in the presence of any of the following situations:
- a legal or regulatory obligation, a court decision, an injunction or any administrative request justifying the immediate suspension of Services ;
- interference that could damage or impair Fipto equipment or that of third parties; or
- modifications of any kind to the Services acquired by the Client;
- late payment of an invoice for more than thirty (30) calendar days;
- rejection of a direct debit for lack of funds;
- detection of unusual or suspicious activities on the Client Account, or suspicion regarding the User/Client’s identity.
- refusal by the Client to provide the information requested by Fipto, in particular as part of its legal and regulatory AML/CFT obligations;
- multiple Client Accounts held by the same Client;
- fraudulent behavior by the Client, including infringement of Fipto's intellectual property rights or misuse of the Services for purposes other than those set out in the contract;
- bankruptcy, restructuring, liquidation, dissolution or proceedings having similar effects against the Client.
Fipto may also interrupt access to all or part of the Services:
- to allow repairs, maintenance operations or improvements to functionality ;
- in the event of a suspected attempt at piracy, misappropriation of funds or any other risk of damage;
- at the request or instruction of authorized persons or competent authorities.
- During the period of suspension or blocking under the conditions set out in this section, the Client remains liable for all charges incurred and will not be able to access, where applicable, his income in Digital Assets generated by the Services.
Termination of the Terms and Conditions
Termination at the Client's Initiative
The Client is free to terminate the T&Cs at any time. To do so, they can send an email to contact@fipto.com.
The T&Cs will also be terminated automatically when the Client initiates the account deletion procedure.
Termination at Fipto's Initiative
Fipto may terminate the T&Cs at any time without cause, subject to compliance with a notice period that increases with the duration of the contractual relationship, starting from the signature or acceptance of the T&Cs, as follows: one month's notice during the first year of executing the T&Cs, two months' notice during the second year, and so on up to a 3 months limit.
Fipto may terminate the T&Cs without notice:
- In case of breach of the Customer’s responsibilities and warranties;.
- In case of repeated breaches of one or more provisions of the T&Cs;
- In case of a serious breach or failure of an essential obligation under the T&Cs;
- If Fipto deems it necessary for the technical protection of its Platform or the legal protection of its DASP status, especially in case of suspicion of the Client's unfair, fraudulent, criminal, or harmful behavior; or
- If Fipto has reasonable grounds to believe that continuing to provide the Service to the Client could result in a violation of applicable law or regulations.
If there is a change in applicable law or regulations and their interpretation by the competent regulatory authority affecting Fipto's or its employees' ability to perform the Services, these T&Cs will be automatically terminated.
Furthermore, if Fipto ceases its activities or becomes subject to insolvency proceedings and the proceedings are not concluded within ninety (90) days, Fipto may terminate its Services.
Consequences of Termination
The end of the contractual relationship between Fipto and the Client under these T&Cs will result in the closure of the Client Account and of the Payment Account. The closure of these accounts shall not entitle to any compensation. Unless expressly agreed by Fipto, the Client whose accounts have been closed is not allowed to open another. Any Account opened in violation of this provision may be immediately closed by Fipto without notice.
On the termination date, all Client's rights under these T&Cs will be immediately terminated, and the Client will remain liable for service fees until the termination date indicated by Fipto.
The closure of the Payment Account may incur fees within the limits of article L.314-13 of the Monetary and Financial Code.
The Client will no longer be able to use the Services or initiate Transactions or Conversions from the effective date of termination. The accounts may be kept open for a period of twelve (12) months to cover any potential disputes and subsequent claims. Transactions or Conversions initiated before the effective date of termination will not be affected by the termination request and must be executed according to the terms of the T&Cs.
In the event of termination or the end of the T&Cs, funds in Digital Assets or Euros stored within the Accounts will be returned to the Client, according to the Client's instructions and subject to (i) any dispute between Fipto and the Client being resolved on the termination date, (ii) any blocking periods, restrictions associated with the relevant Services, or (iii) any court security or asset freezing measures.
Dissolution
The dissolution of the Client will automatically terminate these T&Cs from the time Fipto receives such a notification.
The Client Account is kept open for the time required to settle its liquidation. Fipto will transfer the balance of the Client’s Internal Wallet with the written agreement of the liquidator in charge of the proceeding.
If the liquidator has not contacted Fipto within one year of the Client’s dissolution, the Digital Assets held in the Internal Wallet will be converted into Euros and transferred to the French Caisse des Dépôts et des Consignations.
Intellectual Property
All intellectual property rights related to the Platform and the Services, including all trademarks, logos, texts, software, databases, names, designs, themes, concepts, images and arrangement of these (collectively the "Contents") remain at all times the property of Fipto, its licensors and licensees and are protected by copyright, trademark law and all other applicable intellectual property rights.
No provision of these T&Cs should be interpreted as granting, whether to Users or Clients, any rights on the Contents. Therefore, it is forbidden for Users and Clients to copy, reproduce, display, distribute or exploit in any way, in whole or in part, the Contents, to decompile or attempt to decompile the software, to extract or try to extract data from databases, to interfere or attempt to interfere in any way with the security measures implemented by Fipto, without the prior written authorization of Fipto and/or its licensors, which will be granted at the sole discretion of Fipto.
Mutual assistance
If administrative formalities are necessary for the execution of these T&Cs, Fipto and the Users/Clients commit to mutually assist each other in regularizing these formalities. In case of technical assistance or commercial support needs, the Client can at any time create a ticket at the following address: contact@fipto.com. The support will be able to respond to requests expressed in French and English within an indicative period of 14 days.
Change of Control
The Client may not assign all or part of the T&Cs to third parties without the prior written agreement of Fipto. In case of (i) a merger by creating a new company, contribution, partial asset contribution, absorption-merger, split, or other operation resulting in a universal transmission of Fipto's assets or (ii) any operation resulting in a change of control, direct or indirect, affecting Fipto, the contractual relationships will endure without it being necessary to inform or obtain the Client's consent.
Non-waiver
The fact that Fipto does not require at a certain time that the other party performs one of its obligations under these T&Cs does not affect the right of Fipto to request their performance later. The nullity of a clause does not affect the validity and obligation to respect the other clauses.
Applicable Law and Competent Jurisdiction
Applicable Law
These T&Cs are exclusively governed by French law.
Amicable Resolution
In case of a dispute, the Client is invited to proceed amicably and to make a complaint to Fipto's customer service by email at the following address: complaints@fipto.com. No action can be taken against Fipto without prior notice sent by registered letter with request for receipt, addressed to the postal address indicated in the legal notices.
Information on the complaint process is available at www.fipto.com/complaints.
Without prejudice of other recourse, in case of a dispute resulting from the application of these T&Cs, and in the absence of an amicable agreement, the Parties may seize the business mediator (https://www.economie.gouv.fr/mediateur-des-entreprises), or the French Autorité des Marchés Financiers (AMF) mediator: Médiateur de l'AMF - 17, place de la Bourse - 75082 Paris Cedex 02.
Competent Jurisdiction
In the absence of an amicable agreement, any dispute arising from these T&Cs will be settled by the courts of the jurisdiction of the Court of Appeal of Paris.
Language
The T&Cs are written in English. If they are translated into one or more foreign languages, only the English will be deemed valid in case of a dispute.
Partners
Fipto is a partner of Modulr Finance B.V., a company registered in the Netherlands with company number 81852401, authorized and regulated by the Dutch Central Bank (DNB) as an Electronic Money Institution (Firm Reference Number: R182870) for the issuance of electronic money and payment services. Your Payment Account and related payment services are provided by Modulr Finance B.V. Your funds will be held in one or more segregated accounts and the full value safeguarded in line with the Financial Supervision Act – for more information please see this link.
Fipto uses the services of Fireblocks Ltd., a limited liability company, located at Floor 25, Yizhak Sade 8, Tel Aviv, Israel 6777508, for the technical infrastructure of the Internal Wallets. Information related to the custody is detailed in Section 13. More information on Fireblocks can be found on its website.
It is reminded that Fipto remains fully responsible for the services provided to the Clients by its Partners.