BY REGISTERING FOR OR USING THE BITFLYER EUROPE SERVICE DESCRIBED BELOW, YOU (ON BEHALF OF YOURSELF OR THE BUSINESS YOU REPRESENT) AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT (INCLUDING ALL POLICIES INCORPORATED BY REFERENCE INTO THIS AGREEMENT), EACH AS MAY BE MODIFIED FROM TIME TO TIME. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, YOU MAY NOT USE OR ACCESS THE SERVICE.
This Agreement is a contract between you and bitFlyer EUROPE S.A., a company having its registered office at 121 Rue de Hollerich, L-1741, Luxembourg, Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Companies Register under number RCS Luxembourg B 211.897 (“bitFlyer”, “bitFlyer EUROPE”, “Company”, “we”, “us”) and applies to your use of bitFlyer Services. This Agreement incorporates, and you hereby accept and agree to the applicable policies, notices, procedures, specifications, FAQs, guides and guidelines that are provided or made available to you, appear on our website or are referenced in this Agreement and which we may modify from time to time (collectively, the “Policies”).
bitFlyer is a payment institution authorized in Luxembourg and is subject to the prudential supervision of the Commission de Surveillance du Secteur Financier (the "CSSF"), established at L-1150 Luxembourg, 283, route d'Arlon.
You may not transfer or assign any rights or obligations you have under this Agreement without our prior written consent. You are not permitted to transfer your account to a third party.
bitFlyer reserves the right to transfer or assign this Agreement or any right or obligation under this Agreement at any time without your consent. You hereby already consent to any such future transfer or assignment. This does not affect your rights to close your account.
IMPORTANT INFORMATION – KEY RISKS
This section of the Agreement highlights certain risks associated with virtual currency transactions, payments services and other risks that we would like you to consider before using our Services. By entering into this Agreement, you confirm having understood and accepted to entirely bear all of such risks. You are solely responsible for understanding and complying with any and all laws, rules and regulations of your specific jurisdiction that may be applicable to you in connection with your use of bitFlyer Services, including but not limited to, those related to taxes or foreign currency transactions, as well as reporting and disclosure obligations.
Please note the following risks and requirements applicable to your use of bitFlyer Services:
Risk of Fiat Funds Not Being Immediately Available
We may close, suspend, or limit your access to your Account or our Services, and/or limit access to your funds to the extent and for so long as reasonably needed to protect against the risk of liability if you violate this Agreement, including sections 17 and 18. For the avoidance of doubt, we may also permanently block your account for breach of section 3 (information to be provided as a part of registration and account verification requirements).
Please note that although you may only have one account with bitFlyer, your account has two separate and distinct functionalities: the payment functionality and the reserve functionality. Your ability to access funds in your account and to execute payment transactions from your account will depend upon which functionality the funds are subject to at any given time. For the purposes of this Agreement:
The element of your account which constitutes the payment functionality will be known as the "payment account". The payment account is the operational part of your account through which you have access to funds and which can be used for the execution of payment transactions.
The element of your account which constitutes the reserve functionality will be known as the "Reserve". Your access to the Reserve is restricted and you have no ability to access funds in the Reserve or to execute payment transactions with funds in the reserve account. Funds held in the Reserve account may be marked or categorized, for example, as "Pending", "Under Review", "Risk Reserve" or similar. Examples of when funds may be temporarily held in the Reserve by bitFlyer are related to certain anti-money laundering, fraud, financial and other regulatory risks.
Payment Execution Risks
bitFlyer will endeavor to execute a valid Payment Order made by you through your payment Account and credit the Payment Service Provider of the person to whom you are sending your payment within the timeframes set out in this Agreement. However, these timeframes may be exceeded in case of deficiencies affecting the payment schemes and financial networks available to bitFlyer.
Price Change Risk Associated with Using Virtual Currencies
Prices of virtual currencies fluctuate day by day. Your virtual currency trade or balance could surge or drop suddenly. Please note that there is a possibility that the price of a virtual currency could drop to zero. Prices of virtual currencies are prone to significant fluctuations, for example, due to announced proposed legislative acts, governmental restrictions, news related to cyber-crimes or other factors, causing potentially excessive market enthusiasm or disproportionate loss in confidence. Prices of virtual currencies can be manipulated.
Liquidity Risk and the Nature of Virtual Currencies
bitFlyer is a payment institution, therefore accounts and value balances you have with bitFlyer are not protected by the Luxembourg deposit guarantee fund or the Luxembourg investor compensation system administered by the Conseil de protection des déposants et des investisseurs.
Virtual currency is not legal tender and is not backed by the government. Unlike fiat currencies, which are regulated and backed by local governments and central banks, virtual currencies are based only on technology and user consensus. In cases of massive manipulations or market panic, central governments will not take any corrective actions to guarantee stability, maintain liquidity or protect the value of a virtual currency.
There is a possibility that certain trades cannot be settled or may be difficult to settle, or can be traded only at significantly adverse prices depending on the market situation and/or market volume for certain virtual currencies. Particularly during periods of high volume, illiquidity, fast movement or volatility in the marketplace, the execution price received in connection with a completed transaction may differ from the quote first provided.
There is also no assurance that a person who accepts a virtual currency as payment today will continue to do so in the future.
Blockchain Network Risk
Certain virtual currency transactions (transactions executed on the blockchain) can be deferred for a certain period of time until an adequate amount of confirmations have been received. Transaction results will not be reflected to your bitFlyer account balance until an adequate amount of confirmations have been received and confirmed by bitFlyer. There is a possibility that your transaction may be cancelled on the blockchain. Transactions in virtual currency may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable. Some virtual currency transactions shall be deemed to be made when recorded on a public ledger, which is not necessarily the date or time when you or another party initiated the transaction.
Risk of Losing the Private Key or Password of the External Wallet Services
In case you use an external wallet, you may not be able to access your virtual currency if you lose your private key or password, with the result that your virtual currency is permanently lost for you. bitFlyer will not be able to help you in this case.
There is a risk that your transactions may be affected by system failures resulting from adverse events, natural disasters and other emergencies and unforeseen significant changes in the external environment. With regards to opportunity loss (e.g. you lost an opportunity to place the order, resulting in loss of profits which could have been obtained) due to things such as emergency situations and force majeure circumstances, we will not take corrective actions since we are not able to determine the details of the hypothetical order which would have not been completed.
The regulatory framework in relation to transactions with virtual currencies is still emerging. It is possible that your transactions are or may be in the future subject to various reporting, tax or other liabilities and obligations. Legislative and regulatory changes or actions at the country, regional (for example, in the EU/EEA) or international level may adversely affect the use, transfer, exchange, and value of virtual currency.
LIMITATION OF LIABILITIES
bitFlyer will not be held liable for damages arising from the defective execution, non-execution or partial execution of its obligations under this Agreement, except in the case of gross negligence or willful misconduct. Our liability is limited to the greatest extent permitted by law.
Without limiting the foregoing, in no event will bitFlyer or any of bitFlyer Parties be liable to you for any failure or delay by us (or our employees, agents, or representatives) in performing our obligations under this Agreement, where such failure or delay is caused by abnormal and unforeseeable circumstances beyond our control, such as e.g. interruptions or unavailability of telecommunication systems or more generally of our Service (e.g. due to fire or similar disasters, power cuts, failure of computer systems or attacks against the systems of bitFlyer). bitFlyer shall not be liable for damages resulting from the implementation of legal provisions, measures taken by public authorities, declared or imminent, acts of war, revolutions, civil wars, fait du Prince, strikes, lockouts, boycotts and picketing, regardless of whether bitFlyer is itself a party to the conflict or if its services are only partially affected or where a failure or delay occurs as a result of bitFlyer complying with its legal obligations or national of foreign laws or regulations or decisions of authorities.