GENERAL TERMS AND CONDITIONS.
ROTARIU INVESTMENT, Ltd.
GENERAL TERMS AND CONDITIONS OF CUSTODIAN AGREEMENT
ROTARIU INVESTMENT, Ltd.
This agreement is entered between the Customer and the Custodian and automatically agreed by the Customer by registering on the Platform, as these terms are defined below. This agreement is an adhesion one, as regulated by Article 1175 of the Romanian Civil Code.
WHEREAS, the Custodian is a company, a Romanian legal person, registered as “limited liability company” with the Romanian Trade Registry, registration number J40/3978/2020, assigned on 17.03.2020, Sole Identification Code 42417365, with its registered office in Bucharest, TEODOR STEFANESCU Street no.6, District 3, POSTAL CODE 030206, Bucharest, Romania.
WHEREAS, the Custodian is a company that performs IT services, in accordance with the general legislation and its by-laws, and not a bank or any other financial institution, thus is not regulated by any supervisory authority;
WHEREAS, the Custodian owns and manages the Platform, where the Customer can register, log-in and execute one or more Operations;
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter contained, the parties hereto agree as follows:
Article 1 – Definitions
“BTC” means Bitcoin, the crypto-currency;
“Designated Heir” means the natural or legal person designated by the Customer to inherit at will the assets of his/her Portfolio;
“EUR” means Euro, the common currency of the Eurozone of the European Union;
“Exchange Rate” means the exchange rate of the BTC into RON or EUR, as communicated by …;
“Operation” means an exchange operation by purchase or sale from RON, EUR into BTC and vice versa executed by the Customer on the Platform, at the Exchange Rate;
“Platform” means the exchange virtual platform owned and managed by the Custodian, hosted and displayed on Internet at the address rotariuinvestments.eu;
“Portfolio” means the total assets in BTC, RON and/or EUR, owned by the Customer on the Platform;
“Position” means an account in BTC opened by the Customer on the Platform by one purchase Operation;
“Profit” means the upward balance of the BTC in the Portfolio of a Customer, calculated between the time of opening a Position and the time of its partial or total sale of BTC by exchange into RON and/or EUR on the Platform;
“RON” means Romanian Lei, the currency of Romania.
Article 2 – Custody
(1) The Custodian is empowered by the Customer as a contractual custodian of his/her Portfolio.
(2) The Custodian shall use appropriate safety measures to protect the Portfolio against any alteration by illegal access to the Platform.
(3) The Customer cannot use other (third party) means than the Platform to exchange assets in BTC, RON and/or EUR of his/her Portfolio.
(4) The duties regulated by this agreement are performed by the Custodian personally. Any delegation or assignment of this agreement is subject to the prior written approval of the Customer.
Article 3 – Registration on the Platform
(1) The Customer shall personally register himself/herself on the Platform and perform any Operation on his/her own name.
(2) The Customer shall register on the Platform by using his/her real name.
(3) The Custodian is entitled to request to the Customer any ID documents to attest his/her identity.
(4) Registration shall be made based on an e-mail address and a password of the Customer. Such password is solely known by the Customer.
(5) Except the provision of Article 8 bellow, it is not opposable to the Custodian any power of attorney issued by the Customer that instructs to register, operate or liquidate a Portfolio or any part of it.
Article 4 – Holding a Portfolio
(1) The Custodian shall hold and digitally segregate the Positions within the Portfolio and display them accordingly on the Platform for the Customer.
(2) The Custodian shall hold and digitally segregate the accounts of each Customer and display on the Platform to the Customer only his/her Positions.
Article 5 – Delivery of the currency
(1) The Customer will release and transfer assets for his/her Portfolio in RON and/or EUR through a bank account.
(2) The same bank account (or other, communicated to the Custodian) will be used if the Customer intends to receive back RON and/or EUR from partially or totally liquidating the Positions.
Article 6 – Fees
(1) In exchange for the custody service, the Customer owes to the Custodian an annual fee of 2% (two percent) of the value of the Portfolio.
(2) In case this agreement is unilaterally terminated before a yearly anniversary, the fee mentioned at paragraph (1) of this Article 6 owes by the Customer to the Custodian for the entire year.
(3) For the access and use by the Customer of the Platform, he/she owes to the Custodian an income fee of 10% (ten percent) of the Profit made on each Position.
Article 7 – Payment of the fees
(1) The fees at Article 6 above are due as follows:
- The fee mentioned at paragraph (1) is due on …
- The fee mentioned at paragraph (2) is due in the same day of the termination notice.
- The fee mentioned at paragraph (3) is due in the same day of the liquidation of the respective Position(s).
(2) Payment of the fees at Article 6 shall be made by automatically debiting the assets of the Customer’s Portfolio with the value of the applicable fee. No special consent of the Customer to the Custodian is required for such debit operation.
(3) The Customer shall receive an invoice from the Custodian with the value in RON of the debited fees. Such value shall be determined at the Exchange Rate.
Article 8 – Appointment of a Designated Heir
(1) The Customer may appoint at any time or times in his/her discretion (and may at any time remove) any natural or legal person a Designated Heir. The appointment must comply with the requirements of Article 1049 of the Romanian Civil Code.
(2) If the death of the Customer occurs, the Custodian shall release the assets of the Portfolio, minus the fees mentioned at Article 6 above, to such Designated Heir.
Article 9 – Standard of care
(1) The Custodian agrees to exercise care, prudence and diligence in performing its duties set forth by this agreement.
(2) The Custodian is liable for gross negligence, fraud, bad faith or willful misconduct that generates a loss for the Customer.
(3) According to paragraph (2) above, the Custodian shall indemnify the Customer from and against any and all costs, expenses, losses, damages, charges, reasonable counsel fees, payments and liabilities which may be asserted against the Custodian.
(4) The Custodian shall not liable for any loss incurred by the Customer in case of any illegal access of the Platform caused by the Customer’s negligence with his/her password.
Article 10 – Effective period, termination and transfer of the assets
(1) This agreement shall remain in full force and effect for an undetermined period of time.
(2) Either party may unilaterally terminate this agreement with a prior written notice of 30 (thirty) days.
(3) Upon termination, any assets in the Portfolio shall be delivered by the Custodian to the Customer in the bank account mentioned at Article 5, except for the case mentioned at Article 8, when the assets shall be delivered to the Designated Heir.
(4) If no Designated Heir was appointed, the Custodian shall transfer the assets of the Portfolio to the legal or will successor be holding a succession certificate issued by the public notary that executed the succession or a court order.
(5) All transfers mentioned at paragraph (3) and (4) above shall be made after deducting the fees agreed at Article 6, in accordance with Article 7 above.
Article 11 – Confidentiality
(1) The Custodian shall treat confidentially all information provided by the Customer regarding their Portfolio and Operations
(2) All confidential information provided by the Customer to the Custodian hereto shall be used by the latter solely for the purpose of rendering or receiving services pursuant to this agreement and, except as may be required in carrying out this agreement, shall not be disclosed to any third party. Notwithstanding the foregoing, the Custodian shall only transfer or disclose any information related to the Portfolio and Operations t
(3) The foregoing shall not be applicable to any information (i) that is publicly available when provided or thereafter becomes publicly available, other than through a breach of this agreement, (ii) that is independently derived by any party hereto without the use of any information provided by the other party hereto in connection with this agreement, (iii) that is required in any legal or regulatory proceeding, investigation, audit, examination, subpoena, civil investigative demand or other similar process, or by operation of law or regulation, or (iv) where the party seeking to disclose has received the prior written consent of the party providing the information, which consent shall not be unreasonably withheld.
(4) Notwithstanding anything herein to the contrary, the Custodian and its affiliates may report and use nonpublic portfolio holdings information of its clients, including a Portfolio and Operations, on an aggregated basis with all or substantially all other client information and without specific reference to any Portfolio and Operations.
Article 12 - Data privacy
(1) The Custodian will implement and maintain a written information security program, in compliance with the applicable law and any EU Directives and Regulations, that contains appropriate security measures to safeguard the personal information of the assets of the Portfolio that the Custodian receives, stores, maintains, processes or otherwise accesses in connection with the provision of services hereunder. For these purposes, “personal information” shall mean (i) an individual’s name (first initial and last name or first name and last name), address or telephone number plus (a) personal identification number, (b) driver’s license number, (c) debit or credit card number, (d) IBAN account number or (ii) any combination of the foregoing that would allow a person to log onto or access an individual’s account.
(2) This provision will survive termination or expiration of the agreement for so long as the custodian continues to possess or have access to personal information related to the Portfolio and Operations. Notwithstanding the foregoing “personal information” shall not include information that is lawfully obtained from publicly available information, or from federal, state or local government records lawfully made available to the general public.
Article 13 – Applicable law and dispute settlement
(1) This Agreement shall be construed and the provisions thereof interpreted under and in accordance with laws of Romania.
(2) All disputes arising out of or in connection with the present agreement shall be finally settled under the rules of arbitration of the International Commercial Arbitration Court attached to the Romanian Chamber of Commerce, in accordance with the said rules.
Article 14 – Notices
(1) Any notice, instruction or other instrument required to be given hereunder shall be transmitted to the Customer at the e-mail address linked to the account that was registered with the Platform.
(2) The Customer will send such notice, instruction or other instrument required to be given to the following address of the Custodian, during normal business hours or such other addresses as may be notified to the Customer from time to time.