VORTEX FINANCE - TERMS OF USE
+Last updated: 13th Jan 2025
+ +1. Introduction, Parties and Acceptance
++ 1.1 These Terms of Use ("Terms") govern your access to and use of: +
+-
+
- + the website operated at{" "} + + https://www.vortexfinance.co/ + {" "} + and any related sub-domains (the "Website"); + +
- + any Vortex finance widget, iframe or similar interface embedded in third-party websites or applications (the " + Widget"); + +
- + any publicly exposed application programming interfaces, software development kits or other technical interfaces + made available by Vortex (collectively, the "APIs"); and + +
- + all related services provided by or through Vortex (together, the "Services"). + +
+ 1.2 The Services are provided by SatoshiPay Ltd., a company incorporated in{" "} + England and Wales with its registered office at{" "} + Hill Dickinson Llp, The Broadgate Tower, 20 Primrose Street, London, EC2A 2EW United Kingdom (" + Vortex", "we", "us", "our"). +
++ 1.3 These Terms form a legally binding agreement between you, as an individual end-user of the + Services ("you", "your", "User" or "End User"), + and Vortex. +
++ 1.4 By accessing or using the Website, Widget or APIs, or by initiating or attempting to initiate any + transaction through the Services, you: +
+-
+
- acknowledge that you have read and understood these Terms; +
- agree to be bound by these Terms; and +
- + agree that these Terms apply regardless of whether you access Vortex directly or via a third-party site or + application integrating the Widget or APIs. + +
+ 1.5 If you do not agree with these Terms, you must not access or + use the Website, the Widget, the APIs or any other part of the Services. +
++ 1.6 These Terms incorporate by reference and should be read together with: +
+-
+
- + our Privacy Policy, available at https://www.vortexfinance.co/en/privacy-policy; + +
- + our Cookie Policy, available at https://www.vortexfinance.co/en/privacy-policy; and + +
- + any Partner-specific terms, payment provider terms, wallet provider terms or other third-party terms presented to + you in the course of using the Services (collectively, "Third-Party Terms"). + +
+ In the event of any conflict between these Terms and Third-Party Terms in relation to the fiat-crypto transaction + itself, the relevant Third-Party Terms of the Partner, bank, card issuer or payment service provider will generally + prevail for that transaction, except where mandatory law requires otherwise. +
+2. Definitions
++ 2.1 In these Terms, unless the context requires otherwise: +
+-
+
- + "API(s)" has the meaning given in clause 1.1 and includes any associated documentation, keys, SDKs + and sample code. + +
- + "Business Day" means a day other than a Saturday, Sunday or public holiday. + +
- + "Designated Wallet" means a Digital Asset wallet or address specified by you for receipt or sending + of Digital Assets in connection with a Transaction. + +
- + "Digital Asset" means any cryptographic token, virtual currency, crypto-asset, stablecoin, or + similar digital representation of value that is supported by the Services from time to time, excluding Fiat + Currency. + +
- + "Fiat Currency" means legal tender issued by a central bank or government, such as USD, EUR, BRL or + any other fiat currency supported from time to time. + +
- + "Order" means a request by you, via the Services, to buy or sell a Digital Asset or Fiat Currency + at a given Quote or within specified parameters. + +
- + "Partner" means any independent third-party service provider (including but not limited to + regulated virtual asset service providers, payment institutions, e-money institutions, banks, card acquirers, PSPs + and liquidity providers) that provides fiat-crypto conversion, payment processing, payout, settlement or related + services in connection with Transactions directly to the user with its own regulation on its own terms. + +
- + "Quote" means a price indication or exchange rate, including associated fees, limits and other + parameters, shown to you via the Services for a potential Transaction, which may be time-limited and conditional. + +
- + "Sanctions" means any economic, financial or trade sanctions laws, regulations, embargoes, + restrictive measures or similar regimes administered or enforced by the United Nations, the European Union, any EU + Member State, the United Kingdom, the United States (including OFAC), or any other relevant governmental or + regulatory authority. + +
- + "Services" has the meaning given in clause 1.1. + +
- + "Third-Party Services" means services provided by Partners, banks, card schemes, payment service + providers, wallet providers, identity verification providers, analytics providers, hosting providers and any other + third parties engaged in connection with the Services. + +
- + "Transaction" means any fiat-crypto or crypto-fiat conversion, and any associated payment, payout + or transfer, that is initiated or facilitated through the Services. + +
- + "Wallet" means any software, hardware or custodial wallet that can store or manage Digital Assets. + +
- + "Website", "Widget" and "APIs" have the meanings given in clause + 1.1. + +
+ 2.2 Other capitalised terms are defined in the body of these Terms. References to the singular + include the plural and vice versa. +
+3. Scope and Nature of the Services
++ 3.1 Vortex provides a technical aggregation and routing layer that displays Quotes from Partners for + fiat-crypto and crypto-fiat Transactions and enables the technical initiation, routing and status tracking of such + Transactions. +
++ 3.2 Vortex is not a bank, payment institution, e-money institution, exchange, + investment firm, broker, custodian, or wallet provider, and does not provide legal, tax or investment advice. +
++ 3.3 The fiat-crypto conversion and any related payment or payout are executed by a Partner, through a + decentralized exchange, but not by Vortex. The Partner acts as merchant of record and is responsible for KYC/AML, + transaction monitoring and regulatory compliance for its leg of the Transaction. +
++ 3.4 Vortex does not: +
+-
+
- hold or control your Fiat Currency or Digital Assets at any time; +
- operate or control your Wallet or private keys; +
- provide ongoing custody or account balances; or +
- guarantee execution of any Order or performance of any Partner. +
+ 3.5 Vortex may modify, suspend or discontinue parts of the Services, supported assets, payment + methods or Partners at any time, where required for legal, regulatory, security or operational reasons. +
++ 3.6 Certain features or jurisdictions may be offered only in cooperation with one or more specific + Partners and may be subject to additional terms, eligibility criteria or regulatory requirements. +
+4. Eligibility, Territories and Restricted Use
++ 4.1 You may use the Services only if, at the time of each use: +
+-
+
- + you are at least 18 years old or have reached the age of majority in your jurisdiction, whichever + is higher; and + +
- you have the legal capacity to enter into binding contracts. +
+ 4.2 You must not use the Services if: +
+-
+
- + use of the Services, or the acquisition, holding or disposal of the relevant Digital Assets, is prohibited, + restricted or requires licences or registrations under the laws applicable to you; + +
- + you are a resident, citizen or located in any country, territory or jurisdiction that is subject to comprehensive + Sanctions or which Vortex or any Partner designates as high-risk or restricted from time to time (collectively, " + Restricted Jurisdictions"); or + +
-
+ you or any beneficial owner of your funds is:
+
-
+
- listed on, or owned or controlled by a person listed on, any applicable Sanctions list; or +
- otherwise the subject of Sanctions. +
+
+ 4.3 Vortex and the Partners reserve the right, at any time and in their sole discretion, to: +
+-
+
- refuse to provide the Services in relation to any jurisdiction, person or use case; +
- block, restrict or terminate your access to some or all of the Services; or +
- cancel or suspend Transactions, +
+ where they reasonably believe that such action is necessary or desirable for legal, regulatory, sanctions, fraud, AML, + risk management, reputational or similar reasons. +
++ 4.4 You are solely responsible for determining whether your use of the Services is lawful in the + jurisdiction(s) where you are resident, located or otherwise subject to law, and for complying with all applicable + laws and regulations. +
+5. Account, Access and KYC
++ 5.1 Vortex may allow or require you to create an account or profile to access certain features of the + Services. If so, you must: +
+-
+
- provide accurate, current and complete information; +
- keep that information up-to-date; and +
- maintain the confidentiality and security of any login credentials or API keys. +
+ 5.2 You are responsible for all activities that occur under your account or using your API keys, + whether or not authorised by you. You must notify us promptly at support@vortexfinance.co if you + suspect any unauthorised access or compromise. +
++ 5.3 Partners and/or their designated service providers may require you to undergo{" "} + KYC/AML checks, including the provision of: +
+-
+
- identity documents; +
- proof of address; +
- information about source of funds or source of wealth; and +
- any other information reasonably required for compliance purposes. +
+ 5.4 KYC/AML checks may be performed: +
+-
+
- directly by the Partner; +
- by Vortex on behalf of the Partner; and/or +
- by third-party identity verification or compliance service providers. +
+ 5.5 If you fail to provide requested information, or if KYC/AML checks cannot be completed to the + satisfaction of the Partner or Vortex: +
+-
+
- your Orders or Transactions may be refused, cancelled or delayed; +
- your access to some or all of the Services may be suspended or terminated; and +
- any funds may be handled in accordance with applicable law and the relevant Partner's policies. +
6. Quotes, Orders, Execution and Limits
++ 6.1 A Quote shown via the Services is indicative or firm as stated in the interface and is subject to + time limits and availability. +
++ 6.2 A Quote will generally become binding for the relevant Partner only when all of + the following have occurred (unless the interface clearly states otherwise): +
+-
+
- you have confirmed the Order and explicitly consented to proceed; +
- + the Partner or payment provider has confirmed receipt and successful authorisation of the required Fiat Currency or + Digital Asset amount; and + +
- any required KYC/AML or other compliance checks have been completed without unresolved issues. +
+ 6.3 Vortex does not commit to, and does not guarantee, any particular execution time, price or + outcome for Orders. Execution is conditional upon: +
+-
+
- availability of liquidity; +
- successful receipt and settlement of funds by the relevant Partner; +
- successful completion of required compliance checks; and +
- absence of technical failures, security incidents, network congestion or external constraints. +
+ 6.4 Vortex and/or its Partners may set and change transaction limits at any time, including minimum + and maximum amounts and periodic volume limits per User, Partner, asset, network or jurisdiction. +
++ 6.5 Vortex and/or any Partner may refuse, cancel or reverse an Order or Transaction (in whole or in + part), or apply additional checks, where permitted by law, including if: +
+-
+
- the Order appears unusual, high-risk, fraudulent or linked to prohibited activities; +
- the Quote has expired or is manifestly erroneous; +
- payment is not received in full, on time or from an acceptable source; or +
- technical, legal, regulatory, sanctions or compliance reasons justify such action. +
+ 6.6 Where an Order is cancelled or not executed after you have sent funds, the refund or return of + such funds (if any) will be handled by the relevant Partner, bank or payment provider according to their policies and + applicable law. Vortex is not responsible for any delays, FX movements or fees associated with such processes. +
+7. Fees, Pricing, FX and Promotions
++ 7.1 Various fees may apply to the use of the Services, including: +
+-
+
- Vortex service fees; +
- Partner fees; +
- card processing or banking fees; +
- + blockchain or network fees; and + +
- spreads or margins embedded in the exchange rate of partners and decentralised exchanges. +
+ 7.2 To the extent practicable, applicable fees and charges will be disclosed to you in the flow + before you confirm an Order. However, certain third-party fees (such as bank charges or unexpected network fees) may + not be fully visible in advance. +
++ 7.3 Exchange rates and prices for Digital Assets and Fiat Currencies are{" "} + highly volatile and may change rapidly. The rates shown in a Quote: +
+-
+
- may differ from rates available on other platforms, at other times, or via other providers; and +
- may be updated frequently, even within short time frames. +
+ 7.4 Vortex or a Partner may from time to time run promotions, subsidies, discounts + or "zero-fee" campaigns. Unless expressly stated otherwise: +
+-
+
- + such campaigns are time-limited and subject to change or withdrawal at any time; + +
- + eligibility may depend on criteria such as asset, jurisdiction, payment method, volume or specific integrator; and + +
- caps or quotas may apply per User, per Partner, per campaign or overall. +
+ 7.5 You acknowledge that rounding differences and small residual amounts can occur due to: +
+-
+
- the decimal precision of certain Digital Assets or Fiat Currencies; +
- FX conversions; and +
- technical limitations. +
+ Subject to mandatory law, such residual amounts may be retained by the Partner or by Vortex where operationally + impractical to allocate otherwise. +
+8. Risk Disclosure
++ 8.1 Digital Assets and related activities involve significant risks, including the + risk of loss of some or all of the value of your holdings. Before using the Services, you should carefully consider + whether you can afford to lose any amounts involved. +
++ 8.2 Without limitation, you acknowledge the following risks: +
++ (a) Market and volatility risk +
++ Digital Asset and FX markets are highly volatile. Prices can move rapidly and unexpectedly, and Digital Assets may + lose all or most of their value. +
++ (b) Technology and network risk +
++ Digital Assets rely on blockchain and other distributed ledger technologies. There may be bugs, vulnerabilities, + forks, network congestion, delays, failed transactions, double-spends or other technical issues. +
++ (c) Irreversibility and user error +
++ Transactions on many blockchains are generally irreversible once confirmed. If you provide an + incorrect address, select the wrong network, send to an unsupported asset or contract, or otherwise make an error, you + may permanently lose the funds involved. +
++ (d) Regulatory and legal risk +
++ Laws and regulations relating to Digital Assets and fiat-crypto conversions are evolving and may change quickly. New + rules may: +
+-
+
- restrict, prohibit or impose new obligations on the Services or specific assets; or +
- require reporting, disclosure or other compliance actions. +
+ (e) Counterparty and credit risk +
++ Banks, card issuers, PSPs, Partners and other intermediaries may experience operational issues, financial + difficulties, regulatory restrictions or insolvency. Their failure could result in delays, losses or inability to + complete Transactions. +
++ (f) Security risk +
++ Your devices, Wallets, private keys, seed phrases and accounts may be targeted by malware, phishing, social + engineering, SIM-swap attacks or other forms of cybercrime. Compromise of your credentials may lead to loss of funds. +
++ 8.3 Vortex does not provide: +
+-
+
- investment, financial or trading advice; +
- legal, accounting or tax advice; or +
- recommendations on whether to buy, sell or hold any Digital Asset. +
+ Any information provided through the Services is of a general nature only and does not take into account your personal + circumstances. You are solely responsible for your decisions. +
++ 8.4 You should seek independent professional advice before entering into any Transaction and before + relying on any information obtained through the Services. +
+9. Wallets and Addresses
++ 9.1 You must provide accurate and compatible Designated Wallet addresses and select + the correct blockchain network and asset when using the Services. +
++ 9.2 Vortex does not control, operate or maintain your Wallet(s). We do not store or have access to + your private keys, seed phrases or backup phrases. We cannot recover or restore your Wallet if you lose access. +
++ 9.3 Vortex cannot and will not: +
+-
+
- + recover Digital Assets sent to the wrong address, wrong network, unsupported asset, or smart contract not under the + control of Vortex or a Partner; or + +
- reverse or modify blockchain transactions once broadcast. +
+ 9.4 You are solely responsible for: +
+-
+
- verifying the accuracy of all wallet addresses and network selections; +
- ensuring that your Wallet supports the Digital Asset and network involved; and +
- + maintaining appropriate security for your Wallet and devices including the backup of recovery keys (seed phrases) of + the wallets used. + +
10. Third-Party Services and Partners
++ 10.1 The Services rely on Third-Party Services, including Partners, PSPs, banks, + card schemes, wallet providers, identity verification providers, data centres and infrastructure vendors. Vortex does + not control and is not responsible for: +
+-
+
- the content, terms, privacy practices, availability or security of Third-Party Services; or +
- any action or omission of any third party. +
+ 10.2 Your use of Third-Party Services may be subject to Third-Party Terms. You are + responsible for reviewing and complying with those terms. If you do not accept those terms, you should not use the + related part of the Services. +
++ 10.3 Any disputes, chargebacks, reversals, refunds or claims relating to: +
+-
+
- bank transfers; +
- card payments; +
- payment-initiated debits; or +
- payout failures +
+ are primarily between you and the relevant bank, card issuer, PSP or Partner, subject to applicable law. Vortex may + assist at its discretion but is under no obligation to become involved in such disputes. +
++ 10.4 Vortex may receive fees, revenue shares or other economic benefits from Partners or other third + parties in relation to your use of the Services. This does not alter your obligations or our disclaimers under these + Terms. +
+11. Refunds, Chargebacks and Reversals
++ 11.1 Fiat refunds (if any) for Transactions are generally handled by the relevant + Partner, bank or PSP according to their policies and applicable law. Vortex does not hold your fiat funds and is not + responsible for: +
+-
+
- the timing of any refund; +
- FX rate changes that occur before a refund is processed; or +
- any intermediary bank or card fees. +
+ 11.2 On-chain Digital Asset transfers are normally non-reversible. + Once a Transaction has been submitted to the blockchain, it cannot be undone by Vortex. +
++ 11.3 If you initiate a chargeback, dispute or reversal with your bank or card + issuer: +
+-
+
- Vortex and/or the relevant Partner may suspend or terminate your access to the Services; +
- investigations may be carried out and additional documentation requested from you; and +
- + where a chargeback is deemed illegitimate or abusive, Vortex or the Partner may seek to recover resulting losses, + including through collection efforts or legal action, where permitted by law. + +
+ 11.4 In case of over-payments, under-payments, late payments, + expired Quotes, or partial fills: +
+-
+
- + the Partner may, at its discretion and subject to law, complete the Transaction at a different rate, partially + fulfil it, or refund the relevant amount; and + +
- Vortex is not liable for any resulting FX differences, network fees or opportunity costs. +
12. Taxes
++ 12.1 You are solely responsible for: +
+-
+
- + determining which taxes (if any) apply to your Transactions and holdings (including income, capital gains, VAT, GST, + stamp duty or similar); + +
- reporting such taxes to the relevant authorities; and +
- paying any such taxes in accordance with applicable law. +
+ 12.2 Vortex does not provide tax advice and does not assume any responsibility for your tax + obligations. +
++ 12.3 Vortex, Partners or other third parties may be required by law to: +
+-
+
- collect, withhold or remit certain taxes or levies; or +
- report information about you, your Transactions or your accounts to tax or other authorities. +
You consent to such actions to the extent required by applicable law.
+13. User Obligations and Prohibited Activities
++ 13.1 You agree to use the Services only for lawful purposes and in accordance with + these Terms and all applicable laws. +
++ 13.2 You must not use the Services, directly or indirectly, for any of the following + ("Prohibited Activities"): +
+-
+
- any activity that would violate or attempt to circumvent Sanctions, AML, CTF or other financial crime laws; +
- fraud, scams, misrepresentation, identity theft, "phishing", or similar deceptive practices; +
- financing or facilitating terrorism, proliferation of weapons, or other serious crime; +
- dealing in the proceeds of crime; +
- ransomware payments, extortion, blackmail or similar schemes; +
- + operation of or interaction with darknet markets, mixing services/tumblers (except where expressly permitted by law + and policy), or privacy-enhancing technologies where restricted; + +
- unlicensed money transmission, payment services, banking or investment services; +
- unauthorised or illegal gambling, betting or gaming, where restricted by law or by Vortex policy; +
- + dealing in goods or services that are illegal in your jurisdiction or the jurisdiction of Vortex, a Partner or any + relevant payment provider; + +
- infringement of any third party's intellectual property or privacy rights; +
- + attempting to access or probe systems without authorisation, or interfering with the security or integrity of any + network or system; + +
- + using bots, scrapers or automated tools in a manner that burdens or disrupts the Services, except as permitted by + our API terms; + +
- + reverse engineering, decompiling or attempting to derive source code from any part of the Services, except to the + extent permitted by mandatory law; or + +
- any other activity that Vortex reasonably considers to be high-risk, abusive or harmful. +
+ 13.3 Vortex may, at its discretion, monitor use of the Services (in compliance with applicable law) + and may report any suspicious activity to relevant authorities and Partners. +
+14. Intellectual Property and Licence
++ 14.1 All intellectual property rights in and to the Services, including but not limited to: +
+-
+
- the Website, Widget and APIs; +
- software, source code and object code; +
- documentation, text, graphics, logos, trademarks, trade names and interface designs; +
- databases and data models; and +
- any improvements, modifications or derivative works, +
+ are owned by Vortex or its licensors. All rights not expressly granted under these Terms are reserved. +
++ 14.2 Subject to your compliance with these Terms, Vortex grants you a{" "} + limited, revocable, non-exclusive, non-transferable, non-sublicensable licence to: +
+-
+
- access and use the Website and Widget for your personal, lawful purposes; and +
- + where applicable, use publicly documented endpoints of the APIs for lawful purposes, within any rate limits or usage + policies communicated by Vortex. + +
+ 14.3 If you integrate or embed the Widget or call the APIs from your own site or application without + a separate written agreement with Vortex, you additionally agree that: +
+-
+
- you will not misrepresent the nature of the Services or your relationship with Vortex; +
- you will comply with all technical and branding guidelines that Vortex may publish from time to time; +
- + you will not modify, obscure or remove any Vortex branding, legal notices or links included in the Widget without + our prior written consent; and + +
- Vortex may suspend or revoke your integration or API access at any time. +
+ 14.4 Nothing in these Terms grants you any rights to use Vortex's names, logos or trademarks except + as strictly necessary to use the Services in accordance with these Terms or as permitted in a separate agreement. +
+15. Service Availability, Changes and Maintenance
++ 15.1 The Services are provided on an "as is" and "as available"{" "} + basis. Vortex does not guarantee: +
+-
+
- continuous, uninterrupted or error-free access to the Services; or +
- that any defect or error will be corrected. +
+ 15.2 Vortex may temporarily suspend or limit all or part of the Services for: +
+-
+
- scheduled or emergency maintenance; +
- security incidents or vulnerabilities; +
- Partner or third-party outages; +
- compliance with legal or regulatory requirements; or +
- other reasonable operational reasons. +
+ 15.3 Vortex may change or discontinue features, supported assets, networks, payment methods or + Partners at any time. Where practicable, we will aim to provide notice of material changes, but we are not obligated + to do so in all circumstances. +
+16. Data Protection and Privacy
++ 16.1 Vortex processes personal data in accordance with its Privacy Policy at + https://www.vortexfinance.co/en/privacy-policy which forms part of these Terms. By using the Services, you acknowledge + and agree to the processing of your personal data as described there. +
++ 16.2 Without limiting the Privacy Policy, you acknowledge that: +
+-
+
- + Vortex collects and processes personal data such as identification data, contact details, transaction data, device + information and usage data; + +
-
+ certain data may be shared with Partners, PSPs, banks, analytics providers, identity verification providers and
+ other Third-Party Services for purposes including:
+
-
+
- KYC/AML and fraud prevention; +
- transaction processing and settlement; +
- compliance with legal obligations; and +
- service improvement and analytics; and +
+ - + data may be processed in and transferred to multiple jurisdictions, which may have different data protection laws, + subject to appropriate safeguards. + +
+ 16.3 Where required by law, we will seek your consent for specific types of processing (for example, + cookies or marketing communications). You may withdraw such consent at any time in accordance with the Privacy Policy, + but this may limit your ability to use parts of the Services. +
+17. Disclaimers and Limitation of Liability
++ 17.1 Nothing in these Terms excludes or limits any liability that cannot be excluded or limited under + applicable law, including liability for fraud or fraudulent misrepresentation. +
++ 17.2 To the maximum extent permitted by applicable law, and subject to clause 17.1: +
++ (a) No warranties +
++ The Services are provided on an "as is" and "as available" basis. Vortex makes no representations or warranties of any + kind, express or implied, including: +
+-
+
- + any implied warranties of merchantability, fitness for a particular purpose, non-infringement, or satisfactory + quality; or + +
- any warranty that the Services will be uninterrupted, secure, or error-free. +
+ (b) No responsibility for market movements +
++ Vortex is not responsible for any loss resulting from market movements, volatility, slippage, or price differences + between Quotes and other venues. +
++ (c) Third-party and network failures +
+Vortex is not liable for any loss or damage arising from:
+-
+
- actions or omissions of Partners, banks, card schemes, PSPs, wallet providers or other third parties; +
- blockchain or network failures, forks, attacks, congestion, bugs or other technical events; or +
- + force majeure events, including natural disasters, war, terrorism, strikes, internet or telecom failures, or + governmental actions beyond our reasonable control. + +
+ 17.3 To the maximum extent permitted by law, Vortex will not be liable for: +
+-
+
- any loss of profits, revenue, business, contracts, anticipated savings, goodwill or opportunity; +
- any indirect, incidental, special, punitive or consequential loss or damage; or +
- any loss or corruption of data. +
+ 17.4 Subject to clauses 17.1-17.3, and to the extent permitted by law, Vortex's aggregate liability + to you arising out of or in connection with the Services and these Terms, whether in contract, tort (including + negligence), breach of statutory duty or otherwise, will be limited to the lesser of: +
+-
+
- + the total amount of net fees actually paid by you to Vortex in connection with your use of the + Services in the 12-month period immediately preceding the event giving rise to the claim; and + +
- + 5000 USD + +
18. Indemnity
++ 18.1 To the maximum extent permitted by law, you agree to indemnify and hold + harmless Vortex, its affiliates, directors, officers, employees and agents from and against any and all claims, + demands, losses, damages, costs and expenses (including reasonable legal fees) arising out of or in connection with: +
+-
+
- your breach of these Terms or of any applicable law or regulation; +
- your use or misuse of the Services; +
- any Prohibited Activities carried out by you or through your account; +
- any claim by a third party relating to your use of the Services, your Wallet, or your Transactions; or +
- + any chargeback, dispute, reversal or recovery action initiated by you where such action is found to be abusive, + fraudulent or otherwise unjustified. + +
+ 18.2 Vortex may, at its own expense, assume control of the defence of any matter subject to + indemnification by you. You must cooperate fully with Vortex in such defence. +
+19. Suspension, Termination and Closing
++ 19.1 Vortex may, at any time and with or without prior notice (to the extent permitted by law), + suspend or terminate your access to all or part of the Services, or close or restrict your account, if: +
+-
+
- you breach these Terms or any applicable law; +
- + Vortex or a Partner reasonably suspects fraud, money laundering, terrorist financing or other financial crime; + +
- required by law, regulation, court order, law enforcement or a regulatory authority; +
- Vortex or a Partner identifies a material security or operational risk; or +
- Vortex decides to cease providing the Services or any part thereof. +
+ 19.2 Unless prohibited by law, Vortex will endeavour to provide you with notice of termination or + suspension and, where appropriate, the reasons for it. However, Vortex has no obligation to disclose details that + would compromise security or any investigation. +
++ 19.3 Upon termination: +
+-
+
- your right to use the Services will cease immediately; +
- these Terms will continue to apply to any rights and obligations accrued up to the date of termination; and +
- + clauses that by their nature should survive termination (including without limitation clauses 8, 10, 11, 12, 14, 16, + 17, 18, 20, 21 and 22) will continue in full force and effect. + +
+ 19.4 Termination of your access to the Services does not affect your obligations or rights under any + separate agreement you may have with a Partner or other third party. +
+20. Changes to These Terms
++ 20.1 Vortex may amend or update these Terms from time to time. When we do so, we will: +
+-
+
- publish the updated Terms on the Website; and +
- update the "Last updated" date at the top. +
+ 20.2 Where changes are material and where reasonably practicable, we will seek to provide notice (for + example via the Website, email or within the Widget or APIs) before the new Terms take effect. +
++ 20.3 Your continued access to or use of the Services after the effective date of updated Terms will + constitute your acceptance of those changes. If you do not agree with the updated Terms, you must stop using the + Services. +
+21. Governing Law and Dispute Resolution
++ 21.1 These Terms and any non-contractual obligations arising out of or in connection with them are + governed by the laws of England and Wales, without regard to its conflict of law rules. +
++ 21.2 Subject to any mandatory consumer protection rules in your country of residence, any dispute, + controversy or claim arising out of or in connection with these Terms or the Services, including any question + regarding their existence, validity or termination, will be resolved by the courts of England and Wales which will + have exclusive jurisdiction. +
++ 21.3 If you are a consumer and mandatory law gives you the right to bring claims in the courts of + your home country, nothing in these Terms will limit that right. +
+22. Miscellaneous
++ 22.1 Entire agreement +
++ These Terms, together with the Privacy Policy, Cookie Policy and any other documents or policies explicitly + incorporated by reference, constitute the entire agreement between you and Vortex in relation to your use of the + Services and supersede any prior agreements or understandings. +
++ 22.2 Assignment +
++ You may not assign, transfer or delegate any of your rights or obligations under these Terms without Vortex's prior + written consent. Vortex may assign or transfer its rights and obligations under these Terms, in whole or in part, to + any affiliate or in connection with a merger, acquisition, corporate reorganisation or sale of assets, without your + consent. +
++ 22.3 Severability +
++ If any provision of these Terms is held to be invalid, illegal or unenforceable by a competent authority, that + provision will be enforced to the maximum extent permitted and the remaining provisions will continue in full force + and effect. +
++ 22.4 No waiver +
++ No failure or delay by Vortex in exercising any right or remedy under these Terms will operate as a waiver of that + right or remedy, nor will any single or partial exercise of any such right or remedy preclude any further exercise. +
++ 22.5 Force majeure +
++ Vortex will not be liable for any failure or delay in performing its obligations under these Terms to the extent + caused by events or circumstances beyond its reasonable control, including force majeure events, network failures, + third-party outages or changes in law. +
++ 22.6 Notices +
++ Notices to Vortex under these Terms should be sent to support@vortexfinance.co or to any other + contact method specified on the Website. Vortex may provide notices to you via: +
+-
+
- the Website; +
- email to the address associated with your account (if any); or +
- in-product notifications within the Widget or APIs. +
+ 22.7 Language +
++ These Terms may be made available in multiple languages. In case of discrepancies or conflicts between different + language versions, the English version will prevail, except where prohibited by applicable law. +
+