Terms of Service

These Terms of Service ("Terms" or "Agreement") govern the contractual relationship between SimpleBlock SRL, a Belgian société à responsabilité limitée registered at the Banque Carrefour des Entreprises de Belgique under number BE 0799.341.465 (RPM Bruxelles) ("Simpleblock", the "Service Provider", "we", "us", "our"), and you, the user of our Services (the "Client", "you", "your"). They do not govern the mere consultation of our public website.

By signing a service agreement with us, by completing the onboarding process, by checking any acceptance box presented to you in this context, or by otherwise starting to use our Services, you confirm that you have read, understood and accepted these Terms in full. If you disagree with any part of these Terms, you must not use our Services.

1. Introduction and Definitions

• "Service Provider" means SimpleBlock SRL, a Belgian public limited company registered under number BE 0799.341.465 (RPM Bruxelles).
• "Client" means any natural or legal person entering into an agreement with the Service Provider for the provision of the Services.
• "Services" means the consultancy expertise services related but not limited to blockchain technologies provided by the Service Provider, leveraging consultants experienced in their operation and use, who consult on setting up configurations.
• "Platform" means the Simpleblock website and any associated tools or interfaces operated by the Service Provider at simpleblock.eu.
• "Bot" means an automated trading algorithm (e.g. DCA, Grid, Recurring) configured by the Service Provider on the Client's instruction on a third-party platform.
• "Third-Party Platforms" means external services and exchanges (such as 3commas, Kraken, Binance) used by the Client and on which the Service Provider may configure tools and parameters.
• "API Keys" means the credentials provided by the Client to the Service Provider to allow access to Third-Party Platforms.
• "Appendix" means any appendix incorporated by reference into these Terms, including Appendix 1 ("Premium Assistance Services and Price") and Appendix 3 (summary of bot technical information).

2. Services Offered

The Service Provider offers consultancy services to its Clients, in two categories:

2.1 Premium Assistance Services

The Premium Assistance Services consist of:

• a one-off configuration and the implementation of a set of tools and solutions; and
• ongoing services aiming to assist the Client in the use, monitoring and maintenance of the configurations that are implemented.

The list of services provided, the tools to be installed, along with their initial configuration and pricing, are set out in Appendix 1 — Premium Assistance Services and Price, signed by the parties.

2.2 On Premise Services

Should the Client wish to access the specialised expertise of Simpleblock consultants for needs beyond the tools included in the Premium Assistance Services, they may do so at a preferential hourly rate. This gives the Client flexibility to leverage Simpleblock's expert knowledge and tailored support whenever additional guidance is beneficial.

2.3 Nature of the Services

The Service Provider acts as a technical service provider. It does not provide financial, investment, legal, tax or any other professional advice. The Service Provider is not a broker, financial advisor, investment advisor, portfolio manager, tax advisor or any other regulated entity.

3. Eligibility and Account

To enter into this Agreement and use the Services, you must:

• be at least 18 years of age and have the legal capacity to enter into a binding contract in your jurisdiction;
• not be located in a jurisdiction where cryptocurrency trading or the use of such services is prohibited or restricted by law;
• comply with all applicable laws and regulations, including anti-money laundering (AML) and know-your-customer (KYC) requirements where applicable.

These eligibility requirements apply to the use of our Services and do not condition the mere consultation of our public website.

When onboarding as a Client, you agree to provide accurate, current and complete information, to maintain the security of any credentials provided to you, to enable two-factor authentication where offered, and to notify us promptly of any unauthorised access at info@simpleblock.eu.

4. Responsibilities and Limitations of Liability

4.1 General principle

The Service Provider shall only be liable for direct damages in case of willful misconduct or gross negligence to the extent not caused, directly or indirectly, by the Client's willful misconduct or negligence. The Client agrees to hold the Service Provider harmless against any and all claims, actions, damages, liabilities, costs and expenses that would result from any damages not resulting from the Service Provider's willful misconduct or gross negligence, except when caused by the Client's own willful misconduct or negligence.

4.2 Best-effort obligation

In performing its obligations under this Agreement, the Service Provider acts on a best-effort basis only. The parties acknowledge that the Services are, in essence, limited to consultancy tasks on how to configure certain settings in relation to the Client's assets in the blockchain. The Service Provider's responsibility is therefore explicitly limited to this consultancy task and does not guarantee any result.

4.3 Client decision-making and responsibility

It is the Client's exclusive choice and responsibility (with the Service Provider assuming no responsibility whatsoever) to decide on any strategies, parameters, transactions, operations, and generally any act or omission with respect to blockchain or crypto assets held by the Client, as well as any selection of counterparties, service providers, crypto assets or crypto exchanges.

The configuration carried out by the Service Provider occurs upon the Client's direction and at the Client's discretion, and does not imply any agreement or responsibility by the Service Provider in respect of the third-party service providers or parameters selected by the Client, or any other acts or omissions by the Client.

The Client remains, at all times, the ultimate and sole decision-maker regarding (i) any tools and third-party platforms it wishes to install, (ii) their initial configuration, and (iii) any subsequent modifications made by the Client or by the Service Provider in the framework of this Agreement. The Service Provider shall not be held liable, under any circumstances, for the strategy chosen by the Client or for the past or future performance of the chosen strategy.

The Client permanently retains full legal responsibility for the use, and consequences of the use, of the tools and platforms made available to it from which it receives technical assistance.

4.4 Third parties and external events

The Service Provider has no liability for the acts or omissions of third parties. The Client is aware of the risky nature of crypto assets and that crypto service providers (including crypto exchanges) are exposed to significant risks, including the possibility of sudden bankruptcies.

The Service Provider will not be held responsible for any problem that occurs on a tool or third-party platform installed and configured by it. Responsibility in the event of a platform defect, bug or any other problem — including problems related to the configuration of tools and platforms, resulting in a partial or total loss of the Client's funds — lies with the Client.

In any event, the Service Provider shall have no liability in the event of a harmful consequence resulting from abnormal and unforeseeable circumstances beyond its control, such as interruptions to or the unavailability of telecommunication systems.

4.5 Premium Assistance Pack specifics

With regards to the Premium Assistance Pack, and without prejudice to the general limitations set out above, the Service Provider is solely responsible for providing a functional and configured solution in accordance with the specific agreements listed in Appendix 1.

5. No Financial, Investment, Legal or Tax Advice

The Service Provider provides services and/or software as a technical service provider. It does not provide financial, investment, legal, tax or any other professional advice. The Client agrees to consult its own financial, investment, legal or tax advisor if deemed useful or necessary.

The Client acknowledges that the Services are strictly limited to consultancy on configuration and that none of the actions or representations by the Service Provider constitute a recommendation as to a crypto asset or an investment strategy.

The Client acknowledges and agrees that the Service Provider is not responsible for the Client's use of any information obtained on or through the Services and/or the tools provided. Decisions made by the Client in reliance on the tools, the Services, or interpretations of data found therein, are the Client's own and made under its full responsibility. The Client expressly agrees that it uses the tools, platforms and Services at its own risk.

Any information provided to the Client is of a general nature and shall in no case be construed as a personal recommendation to invest or disinvest. Information will be provided without having regard to the Client's personal situation, objectives or risk appetite.

The Service Provider expresses no opinion as to the future or expected value of any currency, security or other interest. Content provided by the Service Provider may not be used as a basis for any financial or other product without its prior written consent. The Service Provider provides no guarantee as to the completeness, reliability or any other aspect of any content provided. The performance of solutions implemented is directly linked to the performance of unrelated third-party services, and the Service Provider disclaims all responsibility for the non-performance of solutions provided.

The Client expressly acknowledges and agrees that it may lose some or all of its funds. Cryptocurrencies are a new and insufficiently tested technology, and additional risks may materialise as unanticipated variations or combinations of the risks discussed herein.

In accordance with the FSMA Regulation as approved by Royal Decree of 8 February 2023 (Belgian Official Gazette of 17 March 2023), the parties acknowledge: "Virtual currency, real risks. The only guarantee in crypto is risk."

By accepting these Terms, the Client also expressly confirms that it has read and agrees with the terms of use of 3commas, available at https://3commas.io/terms-and-conditions.

6. Access, API Keys and Authorisations

6.1 Authorised access

In order to allow the Service Provider to perform its missions under the Services, the Client expressly authorises the Service Provider and any of its employees or subcontractors to access information contained in the tools and platforms used by the Client (including, but not limited to, parameter values, portfolio assets and transactions carried out). To this end, the Client shall share read and write access to the relevant platforms and tools through API Keys. The Client expressly authorises the Service Provider to use its public and private API Keys, exclusively within the framework of the execution of this Agreement. Where API access is not possible, the Client undertakes to provide, in a transparent manner, the information required for the proper execution of this Agreement.

6.2 Examples of permitted actions

By way of non-exhaustive example, the Service Provider may, in the context of the Services:

• Place orders on third-party platforms to convert fiat into crypto, or convert assets into other assets;
• Extract live and historical data from the Client's account;
• Modify bot parameters.

6.3 Actions never permitted without specific written consent

The Service Provider will never take the following actions without a specific written request or consent from the Client:

• Withdraw assets out of the Client's account;
• Place orders or access the Client's account for any purpose other than the proper execution of this Agreement.

6.4 Credentials and password hygiene

If, for the purposes of installing or configuring a tool or third-party platform, the Service Provider has knowledge of identifiers, passwords or any other personal data of the Client, the Service Provider guarantees that such data will not be retained, except for data strictly necessary for remote monitoring and/or the proper performance of the Services, and only for the duration of this Agreement. The Service Provider strongly advises the Client, for security reasons, to change the passwords on all third-party tools and platforms once the initial configuration is complete and before transferring funds to those platforms.

The Client may, at any time, cancel API Keys on its accounts and thereby remove any possibility for the Service Provider to read from or write to its account. The Client confirms that it has been adequately informed and knows how to cancel its API Keys, and acknowledges that it has been provided with sufficient information regarding the consequences of allowing the Service Provider to use API Keys.

6.5 Choice of exchange and referral fees

The Client confirms that, after considering various third parties and at its sole request, it will make use of platforms such as Kraken and/or Binance for the purposes of the Services. The Service Provider cannot be held liable for any failure to perform the obligations which reside with such platforms (e.g. in the event of a crash or negligence on their part), as it is the Client's own choice to invest its funds on those platforms.

The Client is free to change platforms at any time and opt for another provider, provided that the Service Provider is informed in writing and at least one (1) month in advance. The Service Provider has the right to terminate this Agreement with one (1) month notice if it is not acquainted with the third-party provider selected by the Client.

A summary of the technical information on the bots offered under this Agreement is set out in Appendix 3. This summary is provided for understanding purposes and does not constitute the entirety of the technical information related to these bots.

The Client expressly confirms that it has been informed by the Service Provider that the set-up of a new Kraken/Binance account by the Client may lead to the Service Provider receiving a referral fee from Kraken/Binance, and that this may constitute a potential conflict of interest, as the referral fee is paid for every trade made from the Client's account. The Client also agrees that, in essence, no conflict of interest exists, as the Service Provider is a mere technical service provider which does not itself perform any trades on the Client's account.

7. Conflict of Interest

The Service Provider shall promptly notify the Client in writing if any conflict of interest arises in connection with the performance of its obligations under this Agreement. In such event, the Service Provider shall take all necessary steps to eliminate the conflict or to mitigate its effects.

The Service Provider will never use or leverage the Client's assets or API Keys for its own interest.

If the conflict cannot be resolved or mitigated to the Client's satisfaction, the Client may terminate this Agreement immediately upon written notice to the Service Provider.

8. Fees, Payment and Subscription

Fees and pricing for the Premium Assistance Services and the On Premise Services are set out in Appendix 1 and on our pricing page. Unless otherwise agreed in writing:

• All prices are in EUR and exclusive of applicable VAT.
• Subscription fees are billed in advance, on a monthly or annual basis, depending on the plan selected.
• Hourly On Premise Services are invoiced based on time spent at the agreed hourly rate.
• Payments are made through the means communicated to the Client at the time of invoicing or onboarding, which may include bank transfer or, where applicable, a third-party payment processor. In the event of non-payment, and after a formal notice granting the Client a reasonable period to remedy the default, the Service Provider may suspend the Services until full payment is received.
• Cancellation takes effect at the end of the then-current billing period; no refunds are provided for partial periods, except where required by applicable law.

Any change to the subscription prices constitutes an amendment to this Agreement and is subject to the procedure set out in section 13, including the Client's right to object and to terminate the Agreement within thirty (30) days of dispatch of the notice.

9. Confidentiality and Intellectual Property

In the course of this Agreement, each party may obtain access to information, know-how and experience of the other party (the "Information"), regardless of how it is obtained or the medium on which it is recorded.

Each party undertakes to keep all Information received from the other party strictly confidential and, in particular:

• not to disclose any Information and to make every effort to prevent disclosure to third parties (including affiliated companies or institutions);
• to disclose Information within its organisation only to members or employees who are bound by unlimited confidentiality obligations and who are directly involved in the matters relating to the Information;
• to use Information solely for the purposes of this Agreement, and not to exploit it commercially, directly or indirectly.

This obligation does not apply to Information that can be demonstrated to:

• have been part of the public domain at the time of disclosure or to have become public afterwards through no fault of either party; or
• have been known by one party at the time of disclosure, or to have become known through sources not bound by a confidentiality obligation.

Ownership of any Information medium and related rights remains with the party issuing the Information. The confidentiality obligation remains in force for a period of 5 years from the end of this Agreement.

The Platform, its design, code, branding and all original content are the exclusive property of the Service Provider and are protected by intellectual property laws. The Client is granted a limited, non-exclusive, non-transferable licence to use the Services for its own personal or internal business purposes during the term of the Agreement. The Client may not reproduce, distribute, modify, decompile, reverse engineer or create derivative works based on any part of the Services without prior written consent, save where such acts are expressly permitted by mandatory provisions of Belgian law (in particular Article XI.299 of the Code of Economic Law, relating to decompilation for interoperability purposes).

10. Data Protection

The Client acknowledges that the Service Provider will collect, store and process Personal Data (any information relating to an identified or identifiable natural person) as part of the Services. The Client may, at its discretion, refuse to provide such Personal Data, but this may prevent the initiation or continuation of the business relationship.

The Service Provider processes Personal Data only for specific purposes, including: Client onboarding; Client relationship management; service implementation and execution; prospecting and business development; and other purposes such as in case of merger or acquisition, when required by third parties, or for research and statistical purposes.

The legal basis for the processing of Personal Data will be, as applicable: (i) the performance of, or the steps leading to, this Agreement; (ii) compliance with the Service Provider's legal or regulatory obligations; or (iii) prior explicit consent of the Client, in particular where required by law or for special categories of Personal Data.

Personal Data is shared with the Service Provider's directors, employees, officers, and experts (such as legal counsels, accountants and tax advisors) only on a "need-to-know" basis. The Service Provider may also share Personal Data with suppliers (e.g. IT hardware, software, outsourcing and storage providers) who are contractually bound by confidentiality, and may transfer Personal Data outside the EEA only to countries providing an adequate level of data protection or based on appropriate safeguards (e.g. EU Standard Contractual Clauses).

The Client has rights of access, rectification, erasure, restriction, objection, portability and withdrawal of consent in respect of its Personal Data, and may exercise them by emailing info@simpleblock.eu. Full details of how we process Personal Data are set out in our Privacy Policy.

If the Client communicates Personal Data relating to third parties (such as beneficial owners, representatives, shareholders or contact persons), the Client warrants that such data has been obtained, processed and disclosed in compliance with applicable law, and that it has provided those individuals with all required information and notices. The Client shall indemnify and hold the Service Provider harmless against all direct and indirect damages resulting from any breach of this clause.

11. Delegation, Assignment and Subcontractors

The Client may not delegate, assign or transfer any rights or obligations under this Agreement without the prior written consent of the Service Provider.

The Service Provider may, at any time, assign, delegate or transfer any rights or obligations under this Agreement, provided that the level of guarantees for the Client remains the same. The Client shall be notified in writing.

Notwithstanding the above, the Service Provider is entitled to make use of subcontractors for any of its obligations under this Agreement without further notifying the Client.

12. Force Majeure

"Force majeure" means declared or undeclared events of war, general work strike, epidemic diseases, quarantine, fire, exceptional floods, accidents or other events beyond the control of the parties and which cannot reasonably be foreseen at the time of acceptance of this Agreement. Neither party will be held responsible for the consequences resulting from a force majeure event.

The party invoking force majeure must inform the other party in writing (registered letter with acknowledgement of receipt, or email with acknowledgement of receipt) as soon as possible and no later than five (5) days after the occurrence of the event. The other party will then have ten (10) days to confront it.

In the event of force majeure, the Agreement is suspended until the disappearance, extinction or termination of the event. The parties will use their best efforts to discuss a possible modification of the Agreement. In the event of failure of such discussion, the Agreement may be terminated automatically, without compensation on either side, by the most diligent party by registered letter with acknowledgement of receipt.

13. Amendments

This Agreement may only be amended by written instrument executed by each of the parties.

Notwithstanding the above, the Service Provider is entitled to unilaterally modify the Agreement in the event of:

• non-substantial changes (typos, clarifications, etc.); or
• changes due to a relevant modification of regulation, legislation or case law.

The Client agrees that the Service Provider may notify it of such changes by email or by any other means of communication. Amendments are deemed accepted if the Client has not addressed a written objection to the Service Provider within thirty (30) days of dispatch of the information regarding the amendment. If the Client objects within that period, the Client is entitled to terminate the Agreement with immediate effect within the same timeframe.

14. Loyal and Good Faith Behaviour

This Agreement is based on good faith and the will of the parties, who undertake to scrupulously respect its clauses and to seek solutions through negotiation in the event of difficulties in application. Each party agrees to respond in a timely manner to any reasonable request for information made by the other party.

15. Termination

Each party may terminate this Agreement under the conditions expressly set out herein, in particular:

• by the Client, immediately upon written notice, in the event of a conflict of interest that cannot be resolved or mitigated to its satisfaction (section 7);
• by the Client, with immediate effect, in the event the Client objects within thirty (30) days of dispatch to a unilateral amendment notified by the Service Provider (section 13);
• by the Service Provider, with one (1) month written notice, in the event the Client changes the third-party platform used and the Service Provider is not acquainted with the newly selected provider (section 6.5);
• by either party, automatically and without compensation, where a force majeure event is not resolved within the timeframes set out in section 12;
• in accordance with any termination right or notice period agreed between the parties in Appendix 1.

The Service Provider may also suspend or terminate the Services in the event of a serious breach by the Client of its essential obligations under this Agreement (in particular non-payment after formal notice, illicit use of the Services, or breach of the access and authorisation provisions of section 6), provided that a reasonable prior notice is given to the Client to remedy the breach where such a remedy is possible.

Upon termination, the Client's right to use the Services ceases. The confidentiality, intellectual property, liability and data protection clauses shall survive termination.

16. Dispute Resolution and Governing Law

The parties undertake to use their best efforts to settle amicably any dispute arising from or in connection with this Agreement.

Failing an amicable solution, the formation, interpretation and execution of this Agreement shall be governed by and construed in accordance with Belgian law, and the parties submit to the exclusive jurisdiction of the competent courts of Brussels (Belgium).

This jurisdiction clause is without prejudice to any mandatory right of a Client acting as a consumer to bring proceedings before, or to be sued only in, the courts of the EU/EEA Member State where the consumer is domiciled, in accordance with Articles 17 to 19 of Regulation (EU) No 1215/2012 (Brussels I bis).

Before initiating formal legal proceedings, you are encouraged to contact us at info@simpleblock.eu to seek an amicable resolution.

17. General

All appendices attached to this Agreement are incorporated by reference and deemed an integral part of it. The acceptance of this Agreement shall be deemed valid and binding for the acceptance of all appendices.

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be one and the same instrument. The exchange of copies of this Agreement and of signature pages by email transmission shall constitute effective execution and delivery, and email signatures shall be deemed original signatures for all purposes.

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The failure of the Service Provider to enforce any right or provision shall not constitute a waiver of such right or provision.

These Terms, together with any Appendix and our Privacy Policy, constitute the entire agreement between the parties regarding the Services and supersede all prior agreements and understandings on the subject matter.

18. Contact

For any questions regarding these Terms, please contact us:

• Company: SimpleBlock SRL
• Company number: BE 0799.341.465 (RPM Bruxelles)
• General email: info@simpleblock.eu
• Legal email: legal@simpleblock.eu
• Post: SimpleBlock SRL — Legal Department, Belgium, European Union