General Terms and Conditions
Bitpanda Pro Exchange

Version 2.4, published on 15 May 2023

0. Change of the Applicable Bitpanda Provider

0.1 Change of your Applicable Bitpanda Provider. From 12 October 2022 00:00 CEST ("Change Date") Bitpanda GmbH ("old Applicable Bitpanda Provider") will cease to provide services via Bitpanda Pro as an Applicable Bitpanda Provider. Upon your express acceptance, Bitpanda Pro Europe S.r.l., c/o LEXIA Avvocati Via dell’Annunciata 23/4 20121 Milan, Italy ("new Applicable Bitpanda Provider"), will act as your Applicable Bitpanda Provider from the Change Date, as set out in Annex II of these Bitpanda Pro TC. This particularly means that upon such acceptance by you, but not earlier than from the Change Date.

0.1.1 all new Orders on Bitpanda Pro are placed with the new Applicable Bitpanda Provider, and the new Applicable Bitpanda Provider is the counterparty to all Trades executing such Orders;

0.1.2 the new Applicable Bitpanda Provider will issue all new Pro-F-Token as set out in these Bitpanda Pro TC ("new Pro-F-Token").

0.2 Effect on existing Bitpanda Pro Clients. If you agree to your new Applicable Bitpanda Provider

0.2.1 after the effective date of these Bitpanda Pro TC, and before the Change Date: You will be registered as a Bitpanda Pro Client by your new Applicable Bitpanda Provider at the Change Data;

0.2.2 after the Change Date: You will be registered as a Bitpanda Pro Client by your new Applicable Bitpanda Provider at such point in time

0.3 Effect on your old Pro-F-Token and E-Token with your current Applicable Bitpanda Provider. In case your Applicable Bitpanda Provider is Bitpanda GmbH, the following shall apply:

0.3.1 If you agree with your new Applicable Bitpanda Provider prior to the Change Date, we will treat your Token as follows at the Change Date:

0.3.1.1 All obligations of your old Applicable Bitpanda Provider relating to your old Pro-F-Token issued by your old Applicable Bitpanda Provider according to version 2.0 of the Bitpanda Pro TC ("old Pro-F-Token") standing to the credit of your Pro-F-Token Wallet are fully and irrevocably assumed by your new Applicable Bitpanda Provider, and your old Applicable Bitpanda Provider is released from such obligations (privative Schuldübernahme). The new Applicable Bitpanda Provider agrees to assume all obligations relating to your old Pro-F-Token exclusively by way of assumption of debt with debt releasing effect (privative Schuldübernahme) and not by a debt accession (Schuldbeitritt);

0.3.1.2 Following this assumption of debt by your new Applicable Bitpanda Provider the contractual relationship regarding all Pro-F-Token (as assumed in accordance with the above and as acquired by you directly from the new Applicable Bitpanda Provider) is exclusively governed by these new Bitpanda Pro Terms and Conditions version 2.1;

0.3.1.3 Your E-Token Wallet for use on Bitpanda Pro will be maintained by your new Applicable Bitpanda Provider as provider of the Bitpanda Pro Custodial Services;

0.3.1.4 Except as explicitly set out above or in these Bitpanda Pro Terms and Conditions version 2.1, all other rights, obligations, agreements and business relations existing on the Change Date between you, the old Applicable Bitpanda Provider and/or the new Applicable Bitpanda Provider shall remain unaffected and continue in full force and effect.

0.3.2 If you do not agree to your new Applicable Bitpanda Provider until the Change Date, we will not proceed as set out above. As a result, all your E-Token and old Pro-F-Token will in such case remain with Bitpanda GmbH. They are then automatically designated to your Bitpanda Client Account with Bitpanda Broker (with Pro-F-Token then being considered F-Token under the Bitpanda GmbH & BAM TC) at the Change Date, and may be used and withdrawn by you according to the Bitpanda GmbH & BAM TC.

0.3.3 Please note that until the Change Date, you are – even after accepting the above– free to object to the transfer of Token under Section 0.3.1 by raising a support ticket. In this case, we will designate your Token to your Bitpanda Client Account with Bitpanda Broker without delay, and Clause 0.3.2 shall apply accordingly.

0.3.4 We do not charge any fees for the actions set out in Clause 0.3.1 or for the redesignation of your Token according to Clause 0.3.2.

0.4 Treatment of Open Orders at the Change Date. 

0.4.1 If you have not expressly agreed to your new Applicable Bitpanda Provider by the Change Date, all your open Orders with your old Applicable Bitpanda Provider are cancelled. This is required for technical reasons, as your old Applicable Bitpanda Provider will no longer be technically connected to Bitpanda Pro and will therefore no longer be able to execute any Trades.

0.4.2 If you expressly agree to your new Applicable Bitpanda Provider by the Change Date, we have also requested your consent that all your open Orders will be Orders with your new Applicable Bitpanda Provider from the Change Date. If you agree thereto, you can proceed with such Orders in line with these Bitpanda Pro TC, e.g., by cancelling them before they are fulfilled

1. Scope

1.1 These general terms and conditions ("Bitpanda Pro TC") shall be applicable to all business relations between Bitpanda Pro Exchange B.V. (former name: Bitpanda Pro Germany GmbH), with its corporate seat in Amsterdam and business address at Herengracht 124, 1015 BT Amsterdam, Netherlands (“Bitpanda Pro Exchange”) and persons who have become a client of Bitpanda Pro Exchange in accordance with point 3.4 ("you" or "Bitpanda Pro Client"). 

1.2 The Bitpanda Pro TC apply to transactions and business relationships with Bitpanda Pro, in particular to the use of any online or electronic platform (e.g. https://pro.bitpanda.com/en) or mobile application and associated APIs of such platform or application (each a "Bitpanda System").

2. General Provisions

2.1 Bitpanda Pro Exchange offers services in cooperation with Bitpanda Providers, by providing and maintaining a technical interface that facilitates purchase and sale transactions for a selection of E-Token and Pro-F-Token trading pairs between Bitpanda Pro Clients and such third parties. Bitpanda Pro Exchange solely provides the technical interface in this respect, operating upon instruction by and under the supervision of the Applicable Bitpanda Provider which, hence, controls the setup. All further services are provided by Bitpanda Pro Exchange's Affiliates ("Bitpanda Provider"). The applicable Bitpanda Provider for each Bitpanda Pro Client may vary depending on certain circumstances. Please refer to Annex II which sets out the applicable Bitpanda Provider which provides the services to you (“Applicable Bitpanda Provider"). The services are provided directly by such Applicable Bitpanda Provider as set out in these Bitpanda Pro TC.

2.2 The applicability of the general terms and conditions of the Bitpanda group ("Group TC") and the Annexes and Definitions of the Group TC (in each case Version 2.0.2, as set out on this page below the Bitpanda Pro TC) is hereby agreed upon unless explicitly set out in these Bitpanda Pro TC otherwise. Further, these Bitpanda Pro TC will refer to certain provisions of the general terms and conditions of Bitpanda GmbH ("Bitpanda GmbH & BAM TC", Version 11.0.3, as set out on this page below the Bitpanda Pro TC), which will apply bilaterally between you and the Applicable Bitpanda Provider as set out in detail below.

2.3 You and the Applicable Bitpanda Provider are entitled to enforce any rights and obligations arising from these Bitpanda Pro TC directly against each other. This does also apply in case these Bitpanda Pro TC stipulate any rights or obligations against any other Affiliates

2.4 Any express agreement concluded with you will prevail over these Bitpanda Pro TC or any document referred to herein.

2.5 Unless otherwise defined herein, the definitions in the Group TC shall apply to these Bitpanda Pro TC. For an overview of the additional definitions used in these Bitpanda Pro TC please refer to Annex I.

2.6 For the avoidance of doubt, under these Bitpanda Pro TC you do not receive any access to Bitpanda Broker (as defined and described in the Bitpanda GmbH & BAM TC), but only to Bitpanda Pro.

3. Amendments to the Bitpanda Pro TC

3.1 Material Changes and amendments (as defined in point 3.2) of the Bitpanda Pro TC, including this point, require the explicit or implied agreement with the Bitpanda Pro Client.

3.2 Material Changes are any changes or amendments (i) with respect to a primary obligation (Hauptleistungspflicht)  or (ii) that significantly alter the contractual relationship in a way that they tantamount to the conclusion of a new agreement.  For instance (without being limited thereto), any changes or amendments to payment obligations of the Bitpanda Pro Client, restrictions for the Bitpanda Pro Client with regard to the acquisition and disposal of financial instruments, or any restrictions of the obligation on Bitpanda Systems to take into custody (verwahren), administer (verwalten) or secure (sichern) crypto-assets or cryptographic private keys for the Bitpanda Pro Client would qualify as such Material Changes.

3.3 Other changes and Editorial Changes (as defined in point 3.6) to the Bitpanda Pro TC which do not qualify as Material Changes, may be made for objectively justified reasons at any time and become effective

3.3.1 if no specific effective date is indicated, at the earlier of (i) the Bitpanda Pro Client explicitly accepting the amended Bitpanda Pro TC (for example on Bitpanda Systems) or (ii) two months having passed after publication of such changes or amendments, subject to the Bitpanda Pro Client not objecting under point 3.4; respectively

3.3.2 if a specific effective date (after the publish date) is indicated: at the later of (i) the specified effective date and the (ii) earlier of (a) the Bitpanda Pro Client explicitly accepting the amended Bitpanda Pro TC(for example on Bitpanda Systems) or (b) two months having passed after the publication of such changes or amendments, subject to the Bitpanda Pro Client not objecting under point 3.4.

3.4 The Bitpanda Pro Client's consent shall be deemed granted if Bitpanda Pro Client doesn’t object in textform or electronically (e.g. by e-mail or via the Bitpanda Client Account). In the amendment offer, the Bitpanda Pro Client shall be informed that (i) its silence by failing to object in writing or electronically (e.g. by e-mail or via the Bitpanda Client Account) within the deadline set out in points 3.3.1 and 3.3.2 shall be deemed as consent to the amendments, and that (ii) the Bitpanda Pro Consumer Client shall have the right to terminate its contract and the services agreed under the contract without notice until the amendments take effect.

3.5 Without the Bitpanda Pro Client’s explicit consent, other changes may only be made for good reason and only provided there has been a risk weighing, properly balancing the interest of Bitpanda Pro Exchange or the community of the Bitpanda Pro Clients against the interest of the Bitpanda Client, i.e.:

3.5.1 due to the offering of new services, which are either free of charge or may not or only optionally be utilized by the Bitpanda Pro Client;

3.5.2 there are no disadvantages to the the Bitpanda Pro Client;

3.5.3 due to regulatory or tax law requirements;

3.5.4 due to the change of service providers or contractors;

3.5.5 due to the need to have consistent Bitpanda Pro TC as a result of Bitpanda’s international expansion;

3.5.6 the amendment or implementation of secondary obligations; or

3.5.7 any reason comparable to the ones described above.

3.6 Editorial Changes are changes to clarify unclear provisions, adjustments to formats or fonts.

3.7 For Bitpanda Pro Business Clients, Material Changes may be affected in accordance to points 3.3 and 3.4.

4. Bitpanda Pro

4.1 Bitpanda Pro Exchange provides access to an electronic system separate from Bitpanda Broker (as defined and described in the Bitpanda GmbH & BAM TC) which allows for the operation of an order book exchange platform on Bitpanda Systems for a selection of E-Token and Pro-F-Token trading pairs under the trade name Bitpanda Pro ("Bitpanda Pro"). Bitpanda Pro works as a technical interface enabling eligible Bitpanda Clients to obtain prices for E-Token via https://pro.bitpanda.com and/or its associated APIs. You can access the available order books in your Bitpanda Pro Account.

4.2 Bitpanda Pro Exchange does not transact in E-Tokens and does not provide financial services for the issuance and sale of E-Tokens, but merely facilitates such transactions with third parties, in particular the Applicable Bitpanda Provider, within its technical interface.

4.3 Any person using or trading via Bitpanda Pro does so entirely at its own risk.

4.4 In order to become a Bitpanda Pro Client and to use Bitpanda Pro, you have to

4.4.1 complete the Client Verification Process conducted by the Applicable Bitpanda Provider or an Affiliate. For this purpose, the provisions of the Group TC, particularly their point 5, shall apply mutatis mutandis, subject to the verification being conducted by the Applicable Bitpanda Provider or the Affiliate. If you are an individual, you will also need to become a Bitpanda Client before being able to open your Bitpanda Pro Account; and

4.4.2 create a user account for Bitpanda Pro ("Bitpanda Pro Account") on Bitpanda Systems.

4.5 Bitpanda Pro Exchange confirms that the prohibition of double or shared accounts set out under point 6.1 of the Group TC has been waived by Bitpanda in respect of one (1) additional account being the Bitpanda Pro Account created in accordance with point 4.4.2.

4.6 Funding of your Bitpanda Pro Account. You can only use your funds in your Bitpanda Pro Account to trade via Bitpanda Pro. You fund your Bitpanda Pro Account (i) via your existing supported E-Token from an external wallet (including a Wallet with Bitpanda Broker) or (ii.a) (before 12 October 2022 00:00 CEST "Change Date") by purchasing Pro-F-Token from the Applicable Bitpanda Provider which are then designated to your Bitpanda Pro Account or (ii.b) (after the Change Date) by transferring accepted legal tender to your Applicable Bitpanda Provider, who will issue to you Pro-F-Token in the same amount. In case your Applicable Bitpanda Provider is Bitpanda GmbH, and only prior to the Change Date, you may also (iii) designate the desired amount of your existing E-Token and/or Pro-F-Token via your Bitpanda Client Account (please refer to point 6 and 7 of the Bitpanda GmbH & BAM TC) to your Bitpanda Pro Account; in order to withdraw funds prior to the Change Date, you have to re-designate such Token to your Bitpanda Client Account first.

4.7 After the Change Date, you may also

4.7.1 for F-Token with Bitpanda Broker: Request that all obligations of Bitpanda GmbH relating to a certain amount of F-Token standing to the credit of your Bitpanda Broker Account with Bitpanda GmbH are fully and irrevocably assumed by your Applicable Bitpanda Provider, and Bitpanda GmbH is released from such obligations (privative Schuldübernahme). Upon acceptance, the Applicable Bitpanda Provider agrees to assume all obligations relating to your F-Token exclusively by way of assumption of debt with debt releasing effect (privative Schuldübernahme) and not by a debt accession (Schuldbeitritt). Following this assumption of debt by your Applicable Bitpanda Provider the contractual relationship regarding all Pro-F-Token (as assumed in accordance with the above and as acquired by you directly from the Applicable Bitpanda Provider) is exclusively governed by these Bitpanda Pro TC.

4.7.2 for Pro-F-Token with Bitpanda Pro: Request that all obligations of your Applicable Bitpanda Provider relating to a certain amount of Pro-F-Token standing to the credit of your Bitpanda Pro Account with your Applicable Bitpanda Provider are fully and irrevocably assumed by Bitpanda GmbH, and your Applicable Bitpanda Provider is released from such obligations (privative Schuldübernahme). Upon acceptance, Bitpanda GmbH agrees to assume all obligations relating to your Pro-F-Token exclusively by way of assumption of debt with debt releasing effect (privative Schuldübernahme) and not by a debt accession (Schuldbeitritt). Following this assumption of debt by Bitpanda GmbH, the contractual relationship regarding all F-Token (as assumed in accordance with the above and as acquired by you directly from Bitpanda GmbH) is exclusively governed by the Bitpanda GmbH & BAM TC.

4.7.3 in case of E-Money issued by Bitpanda Payments GmbH (only if E-Money, rather than F-Token, are available to you on Bitpanda Broker; and only if enabled for you on Bitpanda Systems): Request Bitpanda Payments GmbH to redeem a certain amount of E-Money, at the same time purchase Pro-F-Token in the same amount from your Applicable Bitpanda Provider, and at the same time order Bitpanda Payments GmbH to transfer in your name the funds owed to you from the redeemed E-Money to the Applicable Bitpanda Provider in fulfilment of your obligation arising from the purchase of the Pro-F-Token. All steps under this point need to be taken simultaneously. The contractual relationship regarding all such Pro-F-Token (as acquired by you directly from the Applicable Bitpanda Provider) is exclusively governed by these Bitpanda Pro TC. This point 4.7.3 shall in no way restrict or limit your right to redeem E-Money in accordance with the Bitpanda Payments Terms & Conditions.

4.7.4 in case of Pro-F-Token on Bitpanda Pro (only if E-Money, rather than F-Token, are available to you on Bitpanda Broker; and only if enabled for you on Bitpanda Systems): Order your Applicable Bitpanda Provider to pay out a certain amount of Pro-F-Token and to transfer the funds resulting from such payout to Bitpanda Payments GmbH for onward transmission to you, and at the same time request that Bitpanda Payments GmbH issues E-Money to you in the same amount and against payment of the funds received. All steps under this point need to be taken simultaneously. The contractual relationship regarding all such E-Money (as acquired by you directly from Bitpanda Payments) is exclusively governed by the Bitpanda Payments Terms & Conditions.

4.8 You cannot transfer, designate or otherwise make use of any Token on your Bitpanda Pro Account that are held in "Open Orders" (as defined in Annex I).

4.9 All “Orders” (as defined in Annex I) entered via Bitpanda Pro are placed with the Applicable Bitpanda Provider without any further involvement on the part of Bitpanda Pro Exchange and are executed solely in accordance with points 6 and 7. Bitpanda Pro is a service offering different from Bitpanda Broker (as defined and described in the Bitpanda GmbH & BAM TC) and that the points 4.4 to 4.12 of the Bitpanda GmbH & BAM TC shall not apply to these Bitpanda Pro TC.

4.10 Bitpanda Pro Exchange does not charge Bitpanda Pro Clients usage fees for accessing Bitpanda Pro or having a Bitpanda Pro Account. The Applicable Bitpanda Provider charges you for executed Orders as set out in point 10. Please note that the Applicable Bitpanda Provider may, under certain circumstances, charge additional fees (e.g. in the event of an extraordinary termination, deposit or withdrawal fees) as set out in the Group TC and Bitpanda GmbH & BAM TC, which apply mutatis mutandis, subject to the Applicable Bitpanda Provider being the charger of such fees.

5. Bitpanda Pro’s Token System

5.1 Pro-F-Token. "Pro-F-Token" are:

5.1.1 prior to the Change Date, F-Token offered by the old Applicable Bitpanda Provider as set out in the Group TC and Bitpanda GmbH & BAM TC, but to be used for obtaining products and services on Bitpanda Pro.

5.1.2 from the Change Date, proprietary token issued by the Applicable Bitpanda Provider upon your placing of funds of currency that is a legal tender (gesetzlich anerkanntes Zahlungsmittel) to the Applicable Bitpanda Provider, which can be used exclusively to obtain products and services which are being offered on Bitpanda Pro (including settlement of any applicable fees) and denominated in various currencies. Such token are issued to Bitpanda Pro Clients only, and are not accepted by any entity other than your Applicable Bitpanda Provider, and can be withdrawn by the Bitpanda Pro Client against the same amount of currency that is a legal tender. The Bitpanda Pro Client shall use the Pro-F-Token only for the purposes specified above and in accordance with the limits and conditions specified in the Group TC as well as in the Bitpanda Pro TC. Subject to the deviations referred to herein, the provisions for F-Tokens under the Group GTC shall apply mutatis mutandis to such Pro-F-Tokens.

5.2 In certain cases, if so agreed with the Bitpanda Pro Client, the Applicable Bitpanda Provider may issue Pro-F-Token which are not withdrawable, to facilitate trading on Bitpanda Pro. The Applicable Bitpanda Provider reserves the right to determine from time to time, at its own unfettered discretion, the maximum amount of Pro-F-Tokens that may be available for issuance. 

5.3 E-Token. Prior to the Change Date, your old Applicable Bitpanda Provider, and after the Change Date the new Applicable Bitpanda Provider offer in their own name selected cryptographic digital assets, such as, but not limited to, Bitcoin, Dash, Ripple, Bitcoin Cash, Ether and Litecoin ("E-Token"), to the extent available under the offered trading pairs.

5.4 Point 14 of the Group TC shall apply mutatis mutandis to Token under these Bitpanda Pro TC, subject to any deviations set out herein, in particular the Pro-F-Token in this case being issued and maintained by the Applicable Bitpanda Provider in Wallets held by the Applicable Bitpanda Provider. 

5.5 A-Token, M-Token as defined in the Group TC are currently not available on Bitpanda Pro.

5.6 Risks. Pro-F-Token constitute a claim of the Bitpanda Pro Client for the purchase of a very limited range of services or products, corresponding to the products and services which are being offered on Bitpanda Pro, as well as for the settlement of any applicable fees. They do not constitute electronic money and we do not operate a payment account for you. Neither Bitpanda Pro Exchange, nor your Applicable Bitpanda Provider, are credit institutions, nor do they accept or manage deposits (Einlagen). Unless otherwise required by us under laws applicable to you, the following applies: Your funds placed for the issuance of the Pro-F-Token through Bitpanda Systems are not held in custody with a third party bank or custodian, and are not secured or guaranteed by any deposit-guarantee schemes. There is no assurance or guarantee that your claims to withdraw Pro-F-Token, or to use the Pro-F-Tokens to obtain the products or services offered on Bitpanda Pro, can be fulfilled in case of any bankruptcy or insolvency proceeding concerning Bitpanda Pro Exchange, or your Applicable Bitpanda Provider.

6. Orders – general provisions

6.1 You can instruct to buy or sell a specified quantity of Base Token (as defined and described in Annex I) at a specified price in the Quote Token (as defined and described in Annex I) in the form of an Order provided that you have the required positive balance of the relevant Token on your Bitpanda Pro Account which covers the total value of the Order and any applicable fees (see point 10 on trading fees below). By placing an Order, the respective specified quantity of Token you offer as part of such Order is set aside by the Applicable Bitpanda Provider and you may not dispose of these Token until the Order is either fulfilled or cancelled as set out in the Bitpanda Pro TC.

6.2 The following types of Orders are available on Bitpanda Pro: Limit Order, Market Order and Stop Order, each as defined and described in more detail in the following and Annex I. You can cancel an Open Order at any time before it is fulfilled, and no fees will be charged for cancelled Orders. For the avoidance of doubt, Orders may also be partly fulfilled before being cancelled, in which case fees will be charged based on the extent to which the Order was fulfilled.

6.3 Limit Orders

6.3.1 A Limit Order will be immediately placed in the Order Book and may result in a Maker Order or a Taker Order, or an Order that is partially a Maker Order and partially a Taker Order. The placed Order will remain on the Order Book until you cancel it.

6.4 Market Orders

6.4.1 By its very nature and due to the fact that Bitpanda Pro permits trading on an open market, a Market Order is an instruction to buy or sell a specific quantity of goods without specifying a price or price range and a Market Order will be matched with other Orders in the Order Book irrespective of the price. Bitpanda thus cannot and does not warrant that a Market Order will be fulfilled at a specified price, which is neither influenced nor otherwise regulated by Bitpanda. A Market Order may result in the execution of a Trade at different prices, based on the quantity of the Market Order and the quantities of the existing Orders on the Order Book at the time. In particular, a Market Order may result in the execution of a Trade at a price less favourable than the most recent trade price, in some cases significantly less. Bitpanda takes no responsibility whatsoever if a Trade pursuant to a Market Order is executed at a less favourable price than the recent trade price or trade price on comparable platforms to Bitpanda Pro.

6.4.2 A Market Order is always a Taker Order.

6.5 Stop Orders

6.5.1 A Stop Order must be placed as a stop limit order which automatically posts a Limit Order when the Stop Price (as defined in Annex I) is triggered. Such a Stop Order is not placed in the Order Book and is not visible to others but any resulting Order (i.e. the Limit Order when the Stop Price is triggered) is posted and visible.

6.5.2 The fulfilment of a Stop Order at the Stop Price set out in the Stop Order cannot be warranted. The Limit Order placed as a result of the Stop Price being triggered will remain on the Order Book until you cancel it or until it is completely fulfilled. It is not possible to configure a Stop Order to post a Market Order (instead of a Limit Order) and the Stop Order may thus not be suitable as a stop-loss.

6.6 Minimum Order Volume

6.6.1 For Orders entered via Bitpanda Pro minimum Order volumes apply. The Applicable Bitpanda Provider will periodically and in an objectively justified manner update Order minimums to reflect the current state of marketplaces and value of assets.

6.6.2 You find current minimum Order volumes on https://pro.bitpanda.com/. The minimum order volume is displayed before an Order is placed.

6.7 No direct trading of currencies that are a legal tender or financial instruments

6.7.1 You acknowledge and accept that only the trading pairs set out in the relevant Order Books can be traded with Bitpanda Pro and no direct exchange in, from or between currencies that are a legal tender and/or financial instruments is possible.

7. Orders – fulfilment

7.1 Matching of your Orders and Order priorities

7.1.1 Bitpanda Pro matches Taker Orders with open Maker Orders on each Order Book based on price-time priority. This means that each time a Taker Order is placed this Order is matched with the earliest (oldest) Maker Order at the best price on the Order Book. If the Taker Order cannot be completely fulfilled, it may be matched with any subsequent Maker Orders at that price, in the sequence those Maker Orders were posted (oldest to newest). If such a Taker Order can still not be completely executed as described previously, it is matched with one or more Maker Orders at the next best price, in the sequence those Maker Orders were posted (oldest to newest). This process is repeated until the Taker Order is completely matched.

7.2 Fulfilment of Orders, execution of Trades

7.2.1 An Order is fulfilled by executing the corresponding Trade. The execution of a Trade is irrevocably initiated if and as soon as a Maker Order fully or partly matches with a Taker Order or more Orders as set out above.

7.2.2 The Applicable Bitpanda Provider will act as counterparty to all Trades. The Trade will be executed by the Applicable Bitpanda Provider immediately after the identification of matching Maker Orders and Taker Orders and settled in form of the respective debits and credits to the involved Bitpanda Pro Accounts. Cash settlement of any Trade is explicitly excluded. Whenever any E-Token are exchanged as a result of executing an Order, the Applicable Bitpanda Provider will forthwith hold these E-Token for the respective acquirer under Bitpanda Pro Custodial Services.

7.2.3 As the Applicable Bitpanda Provider acts as counterparty to all Trades, Bitpanda Pro Clients are not contracting with each other but solely with Bitpanda Pro Exchange (regarding the provision of the technical interface) and the Applicable Bitpanda Provider (regarding the purchase and/or sale of assets). Neither Bitpanda Pro Exchange nor the Applicable Bitpanda Provider will inform you of any details of another Bitpanda Pro Client that is a party to any Trade.

7.2.4 For the purposes of fulfilling your Order, you authorize and instruct the Applicable Bitpanda Provider to execute the corresponding Trade as described in this point and to act as counterparty to such Trades. For these purposes, you herewith release Bitpanda from any restrictions (under § 1009 of the Austrian Civil Code or otherwise) against self-dealing and double representation in connection with its role as counterparty, as market participant (for example as set out in point 15.3) and the other services offered by it on Bitpanda Systems.

7.2.5 Bitpanda Pro Exchange is not involved in the execution of Trades and neither holds nor transfers any of the assets set out in the Order. 

7.3 Interpretation

7.3.1 For the purposes of this point, “best price” refers to the most favourable available exchange rate for the relevant pair of Token from your perspective.

8. Bitpanda Wallet and Custodial Services

8.1 Custodial Services: Bitpanda Pro Clients can exchange, sell and purchase E-Token without needing to set-up their own wallet on each blockchain. In order to facilitate this, the Applicable Bitpanda Provider offers custodial services for E-Token and displays the E-Token held in custody for Bitpanda Pro Clients on your behalf on a custodial (Treuhand) basis with the Applicable Bitpanda Provider as trustee (Treuhänder) and the Bitpanda Pro Client as trustor (Treugeber) ("Bitpanda Pro Custodial Services"). Point 6 of the Bitpanda GmbH & BAM TC shall apply mutatis mutandis to the Bitpanda Pro Custodial Services, subject to the Applicable Bitpanda Provider being the service provider.

8.2 Notwithstanding any other termination right, each of you, Bitpanda Pro Exchange and the Applicable Bitpanda Provider may at any time terminate the fiduciary agreement (without observing any notice period) if any E-Token that forms part of the fiduciary property is at any time classified as financial instrument or similar regulated asset under the laws of the country of the Applicable Bitpanda Provider.

9. Transfers

9.1 To any transfers of assets from your Wallet, point 7 of the Bitpanda GmbH & BAM TC shall apply mutatis mutandis, subject to the Applicable Bitpanda Provider being the service provider, and subject to such transfers being from/to Bitpanda Pro Clients, rather than Bitpanda Clients.

10. Fees

10.1 For the provision of the services, the Applicable Bitpanda Provider charges a fee per Order that is executed following matching via Bitpanda Pro. The Applicable Bitpanda Provider will charge a maker fee for each executed Maker Order and a taker fee for each executed Taker Order. Fees will be charged in the Token you receive as a result of executing the corresponding Trade and are calculated as a percentage of the Order quantity. For example: on the BTC-EUR Order Book, you, as a buyer of BTC, pay fees in BTC and the seller of BTC pays fees in EUR-Pro-F-Token. If an Order qualifies partially as a Maker Order and partially as a Taker Order, a maker fee applies to the part posted as a Maker Order and a taker fee applies to the part posted as a Taker Order. These fees are charged on a per Trade basis and will become due and payable upon the execution of the corresponding Trade with the Applicable Bitpanda Provider. All such fees may be directly and automatically deducted by the Applicable Bitpanda Provider upon execution of a Trade from the amount of token you would receive as a result of the execution of the Trade.

10.2 All fees referred to in this point 10 may vary from time to time and between Order Books. Any such updated fees will apply prospectively to any Orders or other transactions that take place following the execution date of such updated fees. If a fee increase takes place after placement but before execution of a Trade, until the time of execution of the Trade, Bitpanda Pro Clients are entitled to withdraw the execution of this Trade. The current fees for trading via Bitpanda Pro are displayed at https://pro.bitpanda.com/en/exchange-trading-fees.

10.3 The current fee discounts, if any, can be found at https://pro.bitpanda.com/en/exchange-trading-fees. Fee discounts may change or be abandoned anytime for the future at the Applicable Bitpanda Provider’s sole discretion.

10.4 The Applicable Bitpanda Provider may offer a modified fee structure compared to the usually applicable Bitpanda Pro fees as outlined in points 10.1 to 10.3 of these Bitpanda Pro TC to certain eligible entities or persons ("Modified Fees"). Modified Fees only apply on Bitpanda Pro and have to be individually agreed in writing with such eligible entities or persons and the Applicable Bitpanda Provider. Other services (e.g. Bitpanda Broker) are outside of the scope of Modified Fees. Any person or entity eligible for Modified Fees acknowledges and accepts that for the period during which Modified Fees are applied, said eligible person or entity will not be able to use the Bitpanda Ecosystem Token (BEST) to reduce trading fees. If one or more fee reductions or discounts would taken together result in taker fees of less than 0.05%, a fee of 0.05% applies unless expressly agreed by us or the Applicable Bitpanda Provider otherwise.

10.5 All fees referred to in this point 10 are independent of and in addition to any other fees that are set out in the Group TC or relevant Affiliate TC.

11. Security over Bitpanda Pro Client assets and set-off, Security ownership

11.1 The rights granted to Bitpanda GmbH or another Bitpanda entity under point 20 and 21 (previously 18 and 19) of the Group TC shall apply mutatis mutandis to the Applicable Bitpanda Provider.

12. Market integrity

12.1 Executed Trades. All executed Trades and fulfilled Orders are final and will not be cancelled except where (i) the Applicable Bitpanda Provider is obliged to do so pursuant to applicable law or regulations or (ii) due to a material technical error (e.g. Orders or Trades do not comply with the provisions of these Bitpanda Pro TC). In case of a technical error, Bitpanda Pro Exchange or the Applicable Bitpanda Provider will make all reasonable efforts and act in good faith in accordance with industry standards in order to restore the positions which would have existed without the occurrence of an error.

12.2 Open Orders. The Applicable Bitpanda Provider has the right to cancel Open Orders in the following circumstances:

12.2.1 Orders placed by Bitpanda Pro Clients who (i) are in breach of these Bitpanda Pro TC, the Group TC or the Bitpanda GmbH & BAM TC (which apply mutatis mutandis, subject to the Applicable Bitpanda Provider being the service provider, rather than Bitpanda GmbH), in particular but not limited to the rules set out in point 4 of the Group TC (Becoming a Bitpanda Client, Trading Limits) which apply to Bitpanda Pro Accounts likewise and/or (ii) are using the Bitpanda Pro API in a manner that unreasonably burdens the platform.

12.2.2 Orders involving an obvious error with respect to price, quantity, or other parameters.

12.2.3 If required for technical reasons or by any applicable law or regulation.

12.3 Measures to achieve market integrity. Bitpanda Pro Exchange or the Applicable Bitpanda Provider may take any action to restrict the functioning of Bitpanda Pro (e.g. halting the matching of Orders, restricting access, modifying parameters in order to mitigate risks, cancelling Orders resting in the Order Book) it deems appropriate or necessary to ensure and preserve the market integrity, prevent suspected market manipulation or to maintain the proper operation of Bitpanda Systems of Bitpanda Pro (e.g. in relation to technical errors under point 13 or prohibitions under point 14).

13. Interruptions

13.1 In the event of technical errors which in the reasonable opinion of Bitpanda Pro Exchange or the Applicable Bitpanda Provider are likely to prevent or negatively impact a Bitpanda Pro Client’s ability to properly use Bitpanda Pro (e.g. placing/cancelling of Orders, access to Bitpanda Systems and Bitpanda Pro API), each of Bitpanda Pro Exchange and the Applicable Bitpanda Provider may take adequate measures in respect of one or more Order Books. This particularly includes the following measures:

13.1.1 The Applicable Bitpanda Provider to temporarily disable the option to deposit or withdraw Token to or from the Bitpanda Pro Account via the interface;

13.1.2 The Applicable Bitpanda Provider to not execute matched orders or cancel Open Orders;

13.1.3 Bitpanda Pro Exchange to disable the option to place new Orders via the interface (you can only cancel existing ones), to sign-in, to access Bitpanda Pro and/or to access via Bitpanda Pro API.

13.1.4 In the event of technical errors or other material events affecting the availability or functionality of Bitpanda Pro, Bitpanda Pro Exchange and the Applicable Bitpanda Provider will act reasonably to try to remedy such issue without undue delay.

13.1.5 Planned maintenance work, updates or upgrades that not only temporarily restrict the functioning of Bitpanda Pro or cause it to fail shall be notified to the Bitpanda Pro Client in advance in an appropriate manner (e.g., by e-mail). Such maintenance work shall be carried out as soon as possible, but at least within two weeks.

13.1.6 Unscheduled maintenance work that is necessary due to technical defects or force majeure shall be carried out as quickly as possible.

14. Prohibitions

14.1 Bitpanda Pro Clients using Bitpanda Pro are not allowed to place Orders which result in self-execution (i.e. the same Bitpanda Pro Client would act as both the maker and taker for the trade). If two Orders would result in self-execution, the later in time Order is rejected.

14.2 Further, you are prohibited from engaging in any market making or market manipulation (specifically includes, without limitation: front-running, wash trading, spoofing, layering, churning, and quote stuffing). Market manipulation of any kind (including action on Bitpanda Systems or outside of Bitpanda Systems) is strictly prohibited. Market manipulation is any action taken by any market participant or a person acting in concert with a participant which intends to:

14.2.1 scam or mislead other traders;

14.2.2 control or manipulate the price or trading volume of a Token; or

14.2.3 assist, encourage, facilitate, finance, endorse or support either of the above.

14.3 Bitpanda Pro does not use circuit breakers or automated trading halts based on predetermined price bands. However, in accordance with points 12 and 13 of this Bitpanda Pro TC, each of Bitpanda Pro Exchange or the Applicable Bitpanda Provider may take actions that we deem appropriate to attain market integrity in line with point 12.3 above.

15. Transparency and Information

15.1 Bitpanda Pro Exchange respectively each Applicable Bitpanda Provider grant to each Bitpanda Pro Client access to Bitpanda Pro via web-platform (e.g., https://pro.bitpanda.com), mobile application as well as via the Bitpanda Pro API. In addition, all Bitpanda Pro Clients receive full and real-time access to the available market information shown on Bitpanda Systems. Market information contains the following:

15.1.1 Limit Orders placed on the Order Books (price and quantity); and

15.1.2 information on the execution of all Trades (price, quantity and time).

15.2 Bitpanda Systems do not show Stop Orders which have been placed but not yet triggered and any information about which user placed or cancelled an Order.

15.3 Bitpanda GmbH and Affiliates (but not Bitpanda Pro Exchange) trade their own corporate funds via Bitpanda Pro. However, such Trades do not have any special priority and will be executed on a non-discriminatory basis. The general rules for Orders apply to these entities, in particular regarding the same access to market information and no access to inside information. Bitpanda GmbH and its Affiliates have committed not to engage in front-running.

15.4 The same applies to all employees of Bitpanda Pro Exchange and its Affiliates. Bitpanda Pro Exchange and its Affiliates have committed to prohibit all their employees from using inside, corporate or similar information to trade Token. All employees are subject to internal trading policies and trade surveillance programmes.

16. Application Programming Interfaces

16.1 Bitpanda Pro Exchange may provide access to specific data and information through APIs (Application Programming Interface) (“Bitpanda Pro API”). You can only use these in their original and unmodified state and via your Bitpanda Pro Account after having successfully completed the Client Verification Process. Upon completion of the application for the creation of an API key you will receive an e-mail with a confirmation link. After clicking on the link in the e-mail you will receive the API key which is the only time the API key is displayed. If you do not remember this API key in the future, you might have to create a new one.

16.2 The scope and concrete form of Bitpanda Pro API is at Bitpanda Pro Exchange’s sole discretion and that Bitpanda Pro API may be suspended, modified or abandoned by Bitpanda Pro Exchange. Bitpanda Pro Exchange employs measures to preserve the security and integrity of the Bitpanda Pro API and the Bitpanda Systems which may deviate between Bitpanda Pro Clients. Bitpanda Pro Exchange may set limits on the number of API calls that may be made under Bitpanda Pro API. If you exceed these limits or violate any other terms in this Bitpanda Pro TC or Group TC, or other applicable TCs of your Applicable Bitpanda Provider, Bitpanda Pro Exchange may moderate your activity or cease offering you access to the Bitpanda Pro API.

16.3 It is in your sole responsibility to adequately secure and keep secret your API keys. You accept full responsibility for any use of Bitpanda Pro that is facilitated through your API keys, and/or any other applications which you may authorise (including any activities by you or any third parties that have access to your account information whether authorised or not). You can find more information on Bitpanda Pro API via https://developers.bitpanda.com/exchange/.

17. Intellectual property, brands and logos

17.1 You confirm that you are the sole and unencumbered holder of all rights related to the names, trademarks, patents as well as your software used on or in connection with Bitpanda Systems.

17.2 If you are a Bitpanda Pro Business Client, you hereby grant Bitpanda a fully paid-up, royalty-free, non-exclusive, worldwide, transferable, sublicensable and irrevocable right, and to the extent necessary, a licence to use all of your intellectual property rights free of charge, especially to (i) use your name, likeness or brand including all of your trademarks, logos, etc (“Logos”) to the extent they are incorporated into your application and in connection with the maintenance, development and promotion of the Bitpanda Pro services, and (ii) use, perform, display to the public, reproduce, distribute, make available, and import into your application to provide, maintain, develop and market the Bitpanda Systems and services. You explicitly authorize Bitpanda Pro Exchange and its Affiliates to use the Logos in part or in edited form. 

17.3 If you are a Bitpanda Pro Business Client, you are required to provide Bitpanda Pro Exchange with one copy of each Logo in electronic form or on a suitable data carrier within seven working days upon request by Bitpanda Pro Exchange. However, Bitpanda Pro Exchange may also use publicly available versions of the logos (e.g. on websites or similar) without obtaining prior consent.

17.4 Upon termination or abandonment of your Bitpanda Pro Account and written request from you, we will make commercially reasonable efforts to remove reference to your application and any of your Logos from our Bitpanda Systems.

17.5 Our brands and names (“Bitpanda Logos”), and all intellectual property rights therein and thereto are and shall at all time remain the sole and exclusive property of Bitpanda Pro Exchange and/or Bitpanda GmbH and are protected by applicable laws and treaties. All rights not expressly granted herein are withheld.

18. Miscellaneous

18.1 Severability Clause. If you are a Bitpanda Pro Business Client, if one or more of the provisions of these Bitpanda Pro TC or one or more of the Annexes hereto are or will become invalid or unenforceable, or if one or more of the provisions of these Bitpanda Pro TC or one or more of the Annexes hereto are or will become incomplete, the other provisions of these Bitpanda Pro TC and the Annexes hereto will remain valid without limitation, save that the main obligations of the parties hereunder remain unaffected. Such provision – having been found illegal or unenforceable in whole or in part – shall be ineffective solely to the extent of such determination of invalidity or unenforceability and only with respect to the jurisdiction in which it has been found illegal or unenforceable, without having any effect on any other jurisdiction.

18.2 Subject to point 2.4 above, the Bitpanda Pro TC (as amended from time to time) supersede any prior statements between Bitpanda and you on the matters regulated in the Bitpanda Pro TC. For the avoidance of doubt, this does not apply to the Group TC and the Bitpanda GmbH & BAM TC (as referred to herein). Any of your (proposed) terms and conditions are excluded from being applicable to the relationship between you and Bitpanda and the Affiliates, unless we explicitly agree to their applicability.

18.3 The Bitpanda Pro TC shall continue to apply even after termination of the business relationship until complete settlement.

18.4 Contractual language. The Bitpanda Pro TC are made and published in various languages. In case of a dispute or any discrepancies, the English language version of the Bitpanda Pro TC shall prevail vis-á-vis Bitpanda Pro Business Clients.

ANNEX I

DEFINITIONS

In the Bitpanda Pro TC, the following terms have the meanings specified or referred to in the following overview and shall be equally applicable to both the singular and plural forms.

ANNEX II

Applicable Bitpanda Providers

• For all customers opening or having opened an account via pro.bitpanda.com: 

  • until 11 October 2022 24:00 CEST: Bitpanda GmbH

  • from 12 October 2022 00:00 CEST: Bitpanda Pro Europe S.r.l., c/o LEXIA Avvocati Via dell’Annunciata 23/4 20121 Milan, Italy

General Terms and Conditions

Bitpanda Group

Version 2.0.2

In reviewing this document, you will see that some text is coloured, 

▪    clauses in black apply to all Bitpanda Clients;  

▪    clauses in blue only apply to BAM Clients as described below;

▪    clauses in green only apply to Bitpanda GmbH Clients as described below.

1. Scope of the General Terms and Conditions      

1.1 The general terms and conditions herein "Group TC" shall be applicable to the overall business relation between Bitpanda (as defined below) and its clients, with/on any online or electronic platform (e.g. https://www.bitpanda.com/ and https://exchange.bitpanda.com) or mobile application of Bitpanda and associated Application Programming Interfaces ("API") of such platform or application (each a "Bitpanda System").

2. General Provisions

2.1 2.1    In the following, "Bitpanda" or "we" has the meaning Bitpanda GmbH, Bitpanda Metals GmbH, Bitpanda Financial Services GmbH and Bitpanda Payments GmbH, each with its corporate seat in A-1020 Vienna, Stella-Klein-Löw Weg 17, and Bitpanda Assets Management GmbH (“BAM”) with its corporate seat at Friedrich-Ebert-Anlage 36, 60325 Frankfurt a.M., Germany, and any other Affiliate ("Bitpanda" or "we").

2.2 In the following the term "Bitpanda Client" means all clients who have created a Bitpanda Client Account according to point 5.1 of these Group TC ("Bitpanda Client").

2.3 In the following the term "BAM Client" means a Bitpanda Client who (i) has successfully registered their Bitpanda Client Account according to point 5.1 of these Group TC after 24 November 2022 and (ii) has at this time their principal residency in Germany ("BAM Client")

2.4 In the following the term "Bitpanda GmbH Client" has the meaning of all Bitpanda Clients that are not BAM Clients ("Bitpanda GmbH Client").

2.5 For entering into a contractual relationship with and providing services to persons who are residents of certain countries, Bitpanda GmbH may establish branch offices (“Zweigniederlassungen”). The Bitpanda Group TC referred to herein shall also apply to Bitpanda GmbH Clients contracting via such branch offices. Such branch offices are: 

2.5.1 For Bitpanda GmbH Clients residing in Sweden, Bitpanda GmbH Swedish Filial, with its corporate address in Poststugan 3045, 211 65 Malmö, Sweden, registered with the Swedish Companies Registration Office (Sw. Bolagsverket) under Company Registration Number (Sw: Organisationsnummer) 516412-7168;

2.5.2 For Bitpanda GmbH Clients residing in Italy, Bitpanda GmbH Branch, with its corporate address in Via del Lauro 9, , 20121 Milan (MI), Italy, registered with the Italian companies register under MI2632104; and

2.5.3 For Bitpanda GmbH Clients residing in the Czech Republic, Bitpanda GmbH Branch , with its corporate address in Jindřišská 937/16, Nové Město, Praha, Hlavní město Praha, 11000, 500054 - Praha 1, CZ0100 - Praha, registered with the Czech Ministry of Industry and Trade under 11716584. 

2.6 In the following, the term "Bitpanda Consumer Client" has the meaning of a Bitpanda Client who is "consumer" and "Bitpanda Business Client" has the meaning of a Bitpanda Client who is a "trader" as defined in the Austrian Consumer Protection Act ("KSchG").

2.7 For an overview of the definitions used in these Group TC please refer to Annex I.

3. Amendments to the Group TC

3.1 Material Changes (as defined below in section 3.2) to the Group TC, including this point, require the explicit or implied agreement between Bitpanda and the Bitpanda Client.

3.2 Material Changes are any changes or amendments (i) with respect to the primary obligation (Haupleistungspflicht) or (ii) that significantly alter the contractual relationship in a way that they tantamount to the conclusion of a new agreement. For instance (without being limited thereto), any changes or amendments to payment obligations of the Bitpanda Client, restrictions for the Bitpanda Client with regard to the acquisition and disposal of financial instruments or any restrictions of the obligation on Bitpanda Systems to take into custody (verwahren), administer (verwalten) or secure (sichern) crypto-assets or cryptographic private keys for the Bitpanda Client, would qualify as such Material Changes.

3.3 Other changes or Editorial Changes (as defined in sections 3.5 and 3.6) to the Group TC which do not qualify as Material Changes, may be made in the reasonable discretion of Bitpanda at any time and become effective

3.3.1 if no specific effective date is indicated: at the earlier of (i) the Bitpanda Client explicitly accepting the amended Group TC (for example on Bitpanda Systems) or (ii) two months having passed after the publication of such changes or amendments , subject to the Bitpanda Client not objecting under point 3.4; respectively

3.3.2 if a specific effective date (after the publication date) is indicated: at the later of (i) the specified effective date and the (ii) earlier of (a) the Bitpanda Client explicitly accepting the amended Group TC (for example on Bitpanda Systems) or (b) two months having passed after the publication of such changes or amendments , subject to the Bitpanda Client not objecting under point 3.4. 

3.4 The Bitpanda Client's consent to Other Changes shall be deemed granted if the Bitpanda Client doesn't object in textform or electronically (e.g. by e-mail or via the Bitpanda Client Account). In the amendment offer, the Bitpanda Client is informed that (i) its silence by failing to object in writing or electronically (e.g. by e-mail or via the Bitpanda Client Account), within the deadline as set out in points 3.3.1 or 3.3.2, shall be deemed as consent to the amendments, as well as that (ii) the Bitpanda Consumer Client shall have the right to terminate its contract and the services agreed under the contract without notice until the amendments take effect.

3.5 Other changes, which do not qualify as Material Changes, may only be made in Bitpanda‘s reasonable discretion and for good reason and provided that a risk assessment has been carried out with due consideration of the interests of Bitpanda or the entirety of Bitpanda Clients versus the interests of an individual Bitpanda Client, i.e. 

3.5.1 due to the offering of new services, which are either free of charge or may not or only optionally be utilised by the Bitpanda Client;

3.5.2 there are no disadvantages to the Bitpanda Client

3.5.3 due to regulatory or tax law requirements;

3.5.4 due to the change of service providers or contractors;

3.5.5 due to the need to have consistent Group TC due to Bitpanda’s international expansion;

3.5.6 the amendment or implementation of secondary obligations; or

3.5.7 any reasons comparable to the ones described above.

3.6 Editorial Changes are changes to clarify unclear provisions, adjustments to formats or fonts.

3.7 For Bitpanda Business Clients, Material Changes may be made and enter into force according to points 3.3 and 3.4.

4. Overview of the Services of Bitpanda

4.1 Bitpanda GmbH Services: Bitpanda GmbH with its corporate seat in A-1020 Vienna, Stella-Klein-Löw Weg 17 ("Bitpanda GmbH") offers for Bitpanda Clients on Bitpanda Systems inter alia Bitpanda Wallet and Custodial Services, as described in more detail in point 6 of the Bitpanda GmbH & BAM TC.

4.2 Bitpanda GmbH Services: Bitpanda GmbH offers for Bitpanda GmbH Clients on Bitpanda Systems additionally inter alia the following services:

4.2.1 Bitpanda Platform Services, as described in more detail in point 10 of these Group TC.

4.2.2 Bitpanda Broker Services, as described in more detail in point 4 of the Bitpanda GmbH & BAM TC.

4.2.3 Bitpanda Savings, as described in more detail in point 5 of the Bitpanda GmbH & BAM TC.

4.2.4 Bitpanda Wallet and Custody Services, as described in more detail in point 6 of the Bitpanda GmbH & BAM TC. 

4.2.5 Bitpanda Index, as described in more detail in point 8 of the Bitpanda GmbH & BAM TC.

4.2.6 Bitpanda Card, as described in more detail in point 9 of the Bitpanda GmbH & BAM TC.

The general terms and conditions of Bitpanda GmbH (set out under https://www.bitpanda.com/en/legal/bitpanda-general-terms-conditions "Bitpanda GmbH & BAM TC") apply to services provided by Bitpanda GmbH in addition to these Group TC.

4.3 BAM Services: Bitpanda Assets Management GmbH with its corporate seat at Friedrich-Ebert-Anlage 36, 60325 Frankfurt a.M., Germany ("BAM") is a financial service provider that is based in Germany that provides its services for BAM Clients from Germany and is regulated by the Bundesanstalt für Finanzdienstleistungsaufsicht ("BaFin").

4.4 BAM offers for BAM Clients on Bitpanda Systems inter alia the following services:

4.4.1 Bitpanda Platform Services, as described in more detail in point 10 of these Group TC.

4.4.2 Bitpanda Broker Services, as described in more detail in point 4 of the Bitpanda GmbH & BAM TC.

4.4.3 Bitpanda Savings, as described in more detail in point 5 of the Bitpanda GmbH & BAM TC.

4.4.4 Bitpanda Wallet and Custodial Services, as described in more detail in point 6 of the Bitpanda GmbH & BAM TC.

4.4.5 Bitpanda Index, as described in more detail in point 8 of the Bitpanda GmbH & BAM TC.

The general terms and conditions of BAM (set out under https://www.bitpanda.com/en/legal/bitpanda-general-terms-conditions  "Bitpanda GmbH & BAM TC") apply to services provided by BAM in addition to these Group TC.

4.5 Bitpanda Pro Services: Bitpanda Pro Germany GmbH offers on Bitpanda Systems, respectively on its own systems, inter alia the usage of Bitpanda Pro systems as defined and described in more detail in point 2 et seq. of the Bitpanda Pro TC. The general terms and conditions of Bitpanda Pro Germany GmbH (set out under https://www.bitpanda.com/en/legal/bitpanda-pro-general-terms-conditions  "Bitpanda Pro TC") apply to services provided by Bitpanda Pro Germany GmbH in addition to these Group TC.

4.6 Bitpanda Metals Services: Bitpanda Metals GmbH offers on Bitpanda Systems inter alia the purchase and sale of physically vaulted precious metals such as, but not limited to, gold, silver, palladium and platinum in the form of M-Token (as defined in the Metals TC). The general terms and conditions of Bitpanda Metals GmbH (set out under https://www.bitpanda.com/en/legal/bitpanda-metals-gmbh-general-terms-conditions  "Metals TC") apply to services provided by Bitpanda Metals GmbH in addition to these Group TC.

4.7 Bitpanda Financial Services: Bitpanda Financial Services GmbH offers on Bitpanda Systems financial services inter alia with regard to the acceptance and transmission of orders of A-Token and L-Token (as defined in the Financial Services TC) pursuant to section 1 (3) item a of the Securities Supervision Act 2018 (Wertpapieraufsichtsgesetz 2018 "WAG"). The general terms and conditions of Bitpanda Financial Services GmbH (set out under https://www.bitpanda.com/en/legal/general-terms-conditions-bitpanda-financial-services "Financial Services TC") apply to services provided by them in addition to these Group TC.

4.8 Bitpanda Payments Services: Bitpanda Payments GmbH offers on Bitpanda Systems, inter alia the issuance and redemption of e-money and certain payment services. The general terms and conditions of Bitpanda Payments GmbH (set out under https://www.bitpanda.com/en/legal/bitpanda-payments-terms-conditions "Payments TC"; the Bitpanda GmbH & BAM TC, the Metals TC, Financial Services TC, Bitpanda Pro TC and Payments TC together the "Affiliate TC") apply to services provided by them in addition to these Group TC.

4.9 Overview. An overview of the services and the respective service provider on Bitpanda Systems, you will find in Annex IV to this Group TCs.

5. Becoming a Bitpanda Client

5.1 Bitpanda Client Account | Bitpanda Client. Persons interested in using Bitpanda Systems have to create a user account ("Bitpanda Client Account") by registering on a Bitpanda System and providing Bitpanda with valid, correct and up-to-date information, such as their name (first and surname), e-mail address and a password, in the registration process. A person having successfully completed the registration process (which is confirmed by Bitpanda) is called a "Bitpanda Client" or "you".

5.2 Client Verification Process and Verification Deposit. In order to use the trading options on a Bitpanda System or other services provided by Bitpanda, you, as a Bitpanda Client, have to verify your Bitpanda Client Account ("Client Verification Process"). The duration, steps and requirements of the Client Verification Process depend on security requirements, in particular Anti Money Laundering considerations, and may change from time to time depending on the legal framework and technical developments. At any time during the Client Verification Process, Bitpanda may request additional information and documents necessary to complete the Client Verification Process. In order for your depositing amount to be not limited, an initial deposit from your Client Bank Account needs to be transferred to your Bitpanda Client Account (“Verification Deposit”). For more information see https://support.bitpanda.com/hc/en-us/articles/360001006749-What-is-the-verification-deposit-and-what-are-the-limits-for-Bitpanda-users),

5.3 Up-to-date and complete information. You confirm that any document and information that you provide Bitpanda with, is up-to-date, correct and complete and that you have not withheld any information that could potentially influence the Client Verification Process (e.g. you confirm that you have not withheld any information that could potentially trigger any further due diligence).

5.4 Bitpanda will request specific information from you in the process of becoming a Bitpanda Client and from time to time for as long as you remain a Bitpanda Client, which are required by law or authority guidelines (e.g. FMA or BaFin Guidelines). Such information are for example:

5.4.1 For natural persons: copies of official identity documents with a photograph and biometric data (for further information see our privacy policy https://www.bitpanda.com/en/legal/bitpanda-privacy-policy) (in notarised and apostilled form, if requested by Bitpanda);

5.4.2 For legal persons: excerpts from the company register, certificates of incorporation, founding documents or equivalent documents (in notarised and apostilled form if requested by Bitpanda).

5.5 No Acceptance Guarantee. There is no guarantee that a specific person can successfully complete the Client Verification Process and thus become a Bitpanda Client even if the relevant Bitpanda Client has provided all information requested by Bitpanda. The reasons for this may include, but are not limited to, legal restrictions or economic considerations. Bitpanda may refuse to further continue the Client Verification Process, in which case, this person cannot successfully pass the Client Verification Process.

6. Bitpanda Client Account, Acting in own name

6.1 Prohibition of double accounts. Bitpanda Systems allow only one Bitpanda Client Account per Bitpanda Client. Double accounts are forbidden. Should another account (the "Double-Account") be created in addition to your first account (the "Original-Account"), the following applies: Bitpanda has the right to block the Double-Account and keep it locked. Assets which are deposited on the Double-Account will be transferred by Bitpanda to the Bitpanda Client's Original-Account provided that the Bitpanda Client can prove (for example via the identification service used by Bitpanda) to Bitpanda's satisfaction that he/she is the creator and owner of both the Double-Account and Original-Account. In such cases, if the Bitpanda Client is at fault, Bitpanda may charge an administrative fee of EUR 5.00. The Bitpanda Client is permitted to prove that no damage has occurred and therefore no or lower administration costs have been incurred Bitpanda may waive the prohibition of Double-Accounts with regard to certain services offered by Bitpanda's partners that use Bitpanda Systems to perform digital asset services to its clients and require the opening of a Double-Account.

6.2 Prohibition of shared accounts. Shared accounts are forbidden.

6.3 No transfer of accounts. You may not transfer your Bitpanda Client Account (neither by sale, donation or otherwise) to any other person.

6.4 No transfer of rights. You may not assign or transfer any of the rights under the Group TC, the Affiliate TC or in relation to the assets deposited on Bitpanda Systems to any third party without the prior explicit consent of Bitpanda. This does not apply to a) monetary claims of the Bitpanda Client against Bitpanda and b) to claims of a Bitpanda Client when Bitpanda has no protection-worthy interest in the exclusion of assignment or (c) the Bitpanda Client’s  legitimate interests in the transferability outweigh Bitpanda's protection-worthy interest in the exclusion of transferability.

6.5 Single payment service provider account rule. Any payment service provider account (e.g. bank account) may only be associated with one Bitpanda Client Account and, consequently, one single Bitpanda Client ("Client Bank Account"). The name of the account holder of the Client Bank Account must match the name of the Bitpanda Client attached to the respective Bitpanda Client Account. The same applies to credit cards and any other means of payment used in connection with the Bitpanda Systems. 

6.6 Acting solely in your own name and behalf. You act in your own name and for your own account and create and use a Bitpanda Client Account for yourself only. It is forbidden to act as an intermediary of any kind or broker of any kind or trustee of any kind for any person (including shared legal or beneficial ownership of the Bitpanda Client Account or any assets deposited within your Bitpanda Client Account) or to allow access of any kind to the Bitpanda Client Account to any person other than yourself.

6.7 Exceptions to point 6.1. In certain cases (e.g., the client being a legal entity) Bitpanda may allow or request that the client creates an additional or separate account on behalf of a natural person or legal entity after (i) providing sufficient evidence and other documents as requested by Bitpanda, (ii) careful consideration/assessment from Bitpanda's compliance department, and (iii) obtaining specially granted approval of the responsible Bitpanda bodies. 

6.8 Address Changes. You have to ensure that the contact information (e.g. e-mail address, postal address) in your user profile is current and accurate. For as long as you do not notify Bitpanda about a new e-mail address or mailing/postal address, any communication from Bitpanda will be sent to the previous e-mail address or mailing/postal address. Notices delivered to the previous address shall be deemed delivered to the Bitpanda Client, if Bitpanda was neither (i) aware of any changes to the e-mail address or mailing/postal address; nor (ii) unaware of such an amendment due to gross negligence of Bitpanda.

7. Bitpanda Client Restrictions

Bitpanda does not enter into any transactions with the following persons, does not accept them as a Bitpanda Client and no such person may register a Bitpanda Client Account or use any of the Bitpanda Systems:

7.1 Persons younger than 18 years or (if higher) the legal age required to become a Bitpanda Client and/or use Bitpanda Systems in accordance with the laws applicable to that person.

7.2 Persons and entities from the United States or a country that is subject to economic sanctions by the United Nations, the European Union, the United States or the United Kingdom, being:

7.2.1 persons with a citizenship of such country;

7.2.2 persons having their residence in such country;

7.2.3 corporations, partnerships and other entities established or organised      in or under the laws of such country; or

7.2.4 any trust or estate subject to such country.

7.3 Persons, which are or have been subject to any of the measures mentioned in point 12.2.

7.4 Bitpanda may, in addition, at any time exclude any person or jurisdiction from its services.

8. Security Measures, Loss of Password, Recovery

8.1 Two factor Authentication. As a preventive security measure, Bitpanda recommends that each Bitpanda Client uses the two-factor authentication identification ("2FA") on Bitpanda Systems. By using the 2FA, verification with a second factor - e-mail, SMS or push notification – ("2F") in addition to the password will be required [certain transactions relating to the services of Bitpanda Payments GmbH must be approved by 2FA].

8.2 No disclosure of passwords. You may not disclose your password and/or 2F to any third party.

8.3 Password | Loss or theft of 2FA. Any person having access to your username and password and – if you use the 2FA – your 2F may have full access to your Bitpanda Client Account and may affect transactions in your name which may not be reversible. Therefore, in case of theft of your password or loss or theft of the 2F, you must notify Bitpanda about this loss or theft and follow Bitpanda's instructions immediately as you become aware of it. 

8.4 Password Reset. When a password is reset, Bitpanda pauses any transactions to or from your Wallets only for security reasons for a maximum period of 48 hours.  This serves as a protection measure to mitigate the effects of unauthorised access to your Bitpanda Client Account by resetting the password and applies to all cases of password resets as Bitpanda cannot tell whether the password reset was initiated by you or a unauthorised person (e.g. a scammer).

8.5 Recovery. Bitpanda does not store or have control over your 2F. If you are unable to find/recover your 2F after losing it (e.g. losing your cell phone), you will need to contact the Bitpanda support team for security reasons before you can access your Bitpanda Client Account again. In order to ensure that no unauthorized person can gain access to your Bitpanda Client Account and thus your Wallet in this way, the Bitpanda support team will request documents and proof (e.g. by presenting a bank transfer order to the relevant Bitpanda Client Account and proof of your identity by presenting an official photo ID) which, in view of the individual case, appear sufficient for the Bitpanda support team to confirm your identity as well as the legitimacy of the request. For security reasons, Bitpanda does not disclose in advance any details regarding the scope and content of this request. Therefore, in the event of the loss of your 2F, your active cooperation will be required and until the processes described in this point are completed, your Bitpanda Client Account, including all assets and funds, cannot be disposed of.

8.6 Withdrawal Limit. The withdrawal limits are set out on https://www.bitpanda.com/en/limits.

9. Obligations to act and cooperate on the part of the Bitpanda Client

You, as a Bitpanda Client, shall:

9.1 ensure prompt execution of any contracts (Verträge) and declarations (Erklärungen) and render forthwith any assistance required and reasonably requested by Bitpanda in the course of making available to you the services on Bitpanda Systems.

9.2 immediately report all defects or other problems with Bitpanda Systems or transactions associated therewith which you either cause or are aware of and shall support Bitpanda in remedying the problem, in accordance with Bitpanda's guidance and to the extent reasonable possible.

9.3 state your principal residency (Hauptwohnsitz) during the Client Verification Process.

9.4 without undue delay update via a Bitpanda System or notify Bitpanda about any changes to your personal data (name, mailing/postal address, principal residency (Hauptwohnsitz) or e-mail address). The same applies if you notice that – for whatever reason – your personal information displayed on Bitpanda Systems does not conform with the documents and information provided by you to Bitpanda (for example if you notice that your name is spelled differently on your passport than on Bitpanda Systems). 

9.5 ensure that you choose a strong (long and complex) password that is as unique as possible and that you keep any and all details of your password confidential at all times.

9.6 at all times ensure that you have your 2F available and in usable condition and that only you have access to your 2F (provided you use the 2FA).

9.7 at all times ensure that your Bitpanda mobile app, your internet browser and the underlying operating systems are always kept up to date to – amongst others – ensure that all security patches and updates are installed.

9.8 provide Bitpanda with any reasonable data and/or information that Bitpanda requires in order to provide its services to you and that is not unreasonable for the Bitpanda Client to provide. This concern details with regard to proof of origin of funds (such as banking statements or any other details provided by banks or financial institutions, contracts of sales or contracts in general, or any other suitable data). The documents and data you submit are subject to verification by Bitpanda. Bitpanda will verify your documents as quickly as possible. However, it may happen that a verification performed by Bitpanda will be delayed. As a result, the execution of your requested transaction may be delayed or, should the documents you submitted not be deemed sufficient by Bitpanda for objectively justified reasons, may not be carried out at all.

9.9 notify Bitpanda without undue delay about any loss or restriction of your capacity to contract.

9.10 notify Bitpanda without undue delay about any change of (i) your Ultimate Beneficial Owner (UBO), (ii) your ownership structure or (iii) your representatives, if you are a legal entity.

9.11 notify Bitpanda without undue delay about the commencement of dissolution, insolvency, restructuring, winding up or similar proceedings in any applicable jurisdiction as well as about the termination of the legal entity.

10. Bitpanda Platform Services

10.1 Bitpanda Platform. After having successfully registered a Bitpanda Client Account in accordance with point 5.1, a Bitpanda Client may log in to the Bitpanda Systems and access the platform operated by Bitpanda ("Bitpanda Platform").

10.2 Services until completion of the Client Verification Process. Prior to having successfully completed the Client Verification Process a Bitpanda Client can neither execute any trades or other transactions nor receive or hold any assets on Bitpanda Systems or receive other services from Bitpanda. Such Bitpanda Client may only see certain information available on the Bitpanda System (e.g. graphically presented exchange rates of individual digital assets).

10.3 Services after successful completion of the Client Verification Process. After having successfully completed the Client Verification Process, a Bitpanda Client has – subject to the Group TC and any applicable Affiliate TC – access to all services provided on the Bitpanda Systems, such as information services, custodial services and broker services. Whether specific services (e.g. trading with derivatives) are available to a Bitpanda Client depends on further factors (e.g. the personal risk profile of a Bitpanda Client).

11. Ordinary termination rights

11.1 Ordinary termination rights with Bitpanda Business Clients. Except where these Group TC or the Affiliate TC set out different notice periods, Bitpanda and the Bitpanda Business Client each may at any time terminate the entire business relation or individual parts thereof by giving two weeks notice. However, Bitpanda – at its sole discretion – may accept an ordinary termination without giving notice (e.g. in case a customer withdraws all funds and deletes the Bitpanda Client Account).

11.2 Ordinary termination rights with Bitpanda Consumer Clients.

11.2.1 Bitpanda Consumer Client's termination rights. Except where the Group TC or Affiliate TC set out different notice periods, a Bitpanda Consumer Client may terminate the Bitpanda Client Account and any other transactions and business relations by giving two weeks' notice. The foregoing does not affect the Bitpanda Consumer Client's right to terminate at no charge by reason of an amendment to any of the Group TC. Further, Bitpanda – at its sole discretion – may accept an ordinary termination without giving notice (e.g. in case a customer withdraws all funds and deletes the Bitpanda Client Account). 

11.2.2 Bitpanda's termination rights. Vis-à-vis Bitpanda Consumer Clients Bitpanda may at any time terminate all transactions and business relations concluded for an unspecified term by giving one month’ notice, except where the Group TC or Affiliate TC set out different notice periods.

12. Extraordinary termination rights

12.1 Termination for cause. Bitpanda or a Bitpanda Client may at any time, without a notice period and with immediate effect terminate the entire business relation or individual parts thereof for cause.

12.2 Causes entitling Bitpanda to terminate the entire business relation and/or lock and/or freeze the Bitpanda Client Account.

Bitpanda reserves the right to terminate the entire business relation and/or lock a Bitpanda Client Account for a specific amount of time and/or freeze a Bitpanda Client Account for specific functions (including the complete block (Blockierung) of a transaction, the suspension (Aussetzung) of a transaction until approval or refund, and/or the reverse (Rückabwicklung) of a fiat-transaction) immediately for cause if, in particular, but not limited to: 

12.2.1 Bitpanda reasonably believes that a Bitpanda Client is or has been convicted or accused of (including any reasonably documented media reports or market rumours on) any breach or violation of criminal, administrative or tax laws in any country of the world, e.g. fraud, terrorist financing, money laundering, tax fraud, being part of a Ponzi scheme of any kind, using matrix programmes/pyramid programmes/multi-level marketing or other high-risk business detrimental to customers, unlawful activity in any country of the world, forbidden gambling, intellectual property or proprietary rights infringement, counterfeit or unauthorised goods, using/distributing drugs and drug paraphernalia or substances designed to mimic illegal drugs, producing/distributing adult content and services.

12.2.2 official investigations (by any competent public authority, in particular, but not limited to, any public prosecutors in the field of criminal law or tax agents) against a Bitpanda Client have been initiated or threatened with respect to any breach or violation of relevant criminal, administrative or tax laws in any country of the world.

12.2.3 Bitpanda does so in order to comply with any (i) applicable law (in particular for anti-money-laundering purposes) or regulation, (ii) internal guidelines based on such law or regulation,  (iii) any order or request by a court or other authority, or (iv) any applicable sanctions programme.

12.2.4 a Bitpanda Client has breached any of their obligations under the Group TC which are not otherwise mentioned in point 12.2 (e.g. any delayed payment) and has failed to cure such breach within 10 Business Days from the date of notification of such breach by Bitpanda.

12.2.5 a Bitpanda Client has breached any of the following rules of a payment service provider, including but not limited to: 

12.2.5.1 you use the payment service providers services for illegal activities; 

12.2.5.2 you provide incorrect and/or incomplete information or refuse to provide the required information, if such information is of material importance to the payment service provider;

12.2.5.3 you incur excessive chargebacks (claim against a charge, requesting a reversal of funds or transaction), reversals (any chargeback, refund, return or similar transaction event that would cause a reversal of payment) or experience excessive fraudulent activities against the payment service provider;

12.2.5.4 you did not log in to your account and perform transactions for more than 12 (twelve) months; or

12.2.5.5 you harass or engage in obscene, insulting or abusive behaviour against the payment services provider or any of its representatives.

12.2.6 a Bitpanda Client has breached any lawful agreements, terms, rules or regulations with/of an Affiliate and has failed to cure such breach within 10 Business Days from the date of notification of such breach by Bitpanda.

12.2.7 a Bitpanda Client has opened more than one account with Bitpanda or has shared his/her Bitpanda Client Account with another person and has failed to cure such breach within 10 Business Days from the date of notification of such breach by Bitpanda.

12.2.8 a Bitpanda Client breaches the single payment service provider account rule (point 6.5 e.g. by using together with another Bitpanda Client the same Client Bank Account to effect transfers from or to more than one single Bitpanda Client Account or by using a bank account or credit card which is not in their name and has failed to cure such breach within 10 Business Days from the date of notification of such breach by Bitpanda.

12.2.9 a Bitpanda Client uses a Bitpanda Client Account without legal entitlement to use such an account.

12.2.10 a Bitpanda Client conceals their correct identity or origin of funds by providing incorrect, incomplete, outdated or misleading data to Bitpanda or to a payment service provider.

12.2.11 a Bitpanda Client materially breaches the rules of the Tell-a-Friend Programme (set forth under point 18) or other promotion offered by Bitpanda from time to time and does not cure the breaches within a grace period communicated to it by Bitpanda (depending on the breach usually between 24 hours and 5 Business Days).

12.2.12 a Bitpanda Client manipulates Bitpanda Systems. Such manipulation is in particular any use of an automated system (e.g. bot) or any other tool or method which deviated from normal and typical trading behaviour of retail investors and, hence, indicates the involvement of a certain technology, software and/or any system automating such trading, except such use has been previously agreed in writing with Bitpanda. Using an automated system (e.g. bot) is only permitted if you (i) use Bitpanda Pro and (ii) use the official APIs provided on Bitpanda Pro in their original and unmodified state.

12.2.13 a Bitpanda Client uses Bitpanda Systems in such a way that leads to debit card chargebacks or credit card chargebacks.

12.2.14 a Bitpanda Client conducts transactions in a way or uses Bitpanda Systems in a way that causes damage, disadvantages or losses for Bitpanda and/or impairs any Bitpanda Service.

12.2.15 Dissolution-, insolvency-, restructuring-, winding up- or similar proceedings have commenced, in case the Bitpanda Client is a legal entity. The Bitpanda Client Account and all transactions may be suspended until it is clarified who may dispose of the assets in accordance with applicable laws.

12.2.16 A Bitpanda Client loses their legal capacity to act. The Bitpanda Client Account and all transactions may be suspended until it is clarified who may dispose of the assets in accordance with applicable laws.

12.2.17 upon a Bitpanda Client’s death (in case of natural persons). Once Bitpanda has been notified of a death of a Bitpanda Client and received proof of death in a sufficient form, the Bitpanda Client Account will be suspended and blocked for security reasons, until the order of succession will be ascertained from a court having competent jurisdiction over the dead Bitpanda Client's estate. The required steps will be communicated to the designated executor, respectively the heir(s). For security reasons, Bitpanda does not disclose in advance any details regarding the scope and content of the required steps. 

12.3 Notice of extraordinary termination. In cases of an extraordinary termination by Bitpanda, Bitpanda shall provide you with notice of such termination per email, unless it would be unlawful for Bitpanda to do so. Bitpanda is not obligated to disclose to you any findings or information acquired by Bitpanda's security and risk management procedures.

12.4 Suspension lifting. In the event Bitpanda is refusing to complete a transaction and/or lock and/or freeze your Bitpanda Client Account, Bitpanda will lift the lock or freeze or complete the transaction as soon as reasonably practicable once such reasons no longer exist. However, Bitpanda is under no obligation to allow you to conduct a transaction at the same price or on the same terms as the suspended, reversed or blocked transaction.

12.5 Compensation fee. If Bitpanda is engaged by you to remedy a declared and/or alleged deficiency and it is proven that no deficiency exists, existed or that the deficiency is or was in your sphere, Bitpanda is entitled to charge a compensation fee for any expense made by Bitpanda in connection with investigating the alleged deficiency, if the Bitpanda Client is at fault and as far as such compensation fees are necessary to cover adequate costs of Bitpanda to administer such alleged deficiency, but maximum EUR 50.00. The Bitpanda Client is permitted to prove that no damage has occurred and therefore no or lower administration costs have been incurred.

13. Withdrawal, sale and legal deposit of assets

13.1 Withdrawal of assets. After the termination of the business relation, irrespective of whether the termination is affected by Bitpanda or the Bitpanda Client, the Bitpanda Client is obliged to withdraw all assets by the expiry of the notice period at the latest. 

13.2 Sale and legal deposit. In the event that you fail to do so, Bitpanda will request the Bitpanda Client to withdraw their assets after two months after being informed about the termination. Bitpanda may, after the expiry of two further months and after prior information of the Bitpanda Client in textform:

13.2.1 sell the remaining assets at the prevailing market prices and transfer the proceeds of the sale (after deduction of any applicable fees in connection with the sale) to the Client Bank Account; and/or 

13.2.2 deposit the remaining assets in court at your expense. You will be informed about such deposit. 

For the avoidance of doubt, Bitpanda shall not be liable for any loss of profit resulting from such conversion.      

13.3 Charges: Currently the usage of the Bitpanda System itself is free of charge for Bitpanda Clients. However, in case a person is no longer a Bitpanda Client and refuses to transfer their assets within a time-period of 14 days after the business relation has ended, Bitpanda is entitled to charge fees in the amount of 0.1% but maximum EUR 30.00 per month of the deposited sum for the usage of the Bitpanda System.

14. Bitpanda's Token System 

14.1 Bitpanda's Token System. Bitpanda Systems use its own internal token classification system (F-Token, E-Token, M-Token, A-Token, L-Token, E-Money) which are booked in the respective storing sub-accounts (each a "Wallet") of the respective Bitpanda Client Account. Only such Tokens booked in the respective Wallets in the Bitpanda Client Account may and can be used for making a Bitpanda Client Offer with respect to offering Token.

14.2 Classification of token and Wallets. Bitpanda uses its own, proprietary token classification scheme. Only E-Token constitute token which may be transferred and stored electronically, using distributed ledger technology or similar technology, while A-Token, M-Token, L-Token and F-Token do not incorporate such technology and solely exist as database entries on Bitpanda Systems, maintained by Bitpanda and E-Money constitutes e-money within the meanings of section 1 para 1 of the Austrian E-Money Act 2010 (E-Geldgesetz 2010) ("E-GeldG").

14.3 Storage E-Token. While E-Token are generally based on distributed ledger technology, they are stored in centralised wallets which are held and maintained by Bitpanda together with other E-Token of other Bitpanda Clients. The amounts of E-Token displayed in your Wallet are not individual wallet's on the relevant blockchain, but database entries maintained by Bitpanda indicating the amount of E-Token held by Bitpanda on your behalf

14.4 F-Token. 

14.4.1 F-Token are issued and exclusively offered.

14.4.1.1 by Bitpanda GmbH and are not based on any type of distributed ledger technology but constitute an entry recorded in a central database maintained by Bitpanda GmbH;

14.4.1.2 in various currencies as displayed on Bitpanda Systems;

14.4.1.3 for support and facilitation reasons as an extra service towards Bitpanda Clients, in particular to enable the Bitpanda Client to act faster with respect to Bitpanda Client Offers;

14.4.1.4 for the exclusive use within a Bitpanda System to exchange into E-Token, A-Token, L-Token and M-Token. An exchange or transfer of F-Token (i) outside of a Bitpanda System or (ii) between / to another Bitpanda Client is not possible.

14.4.2 F-Token may be acquired by Bitpanda GmbH Clients only.

14.4.3 Supporting instruments. F-Token are solely intended as a supporting instrument to facilitate the quick and convenient acquisition of other Token by Bitpanda Clients. F-Token shall in no event be considered or used by you as a deposit (Einlage) of any kind.

14.4.4 Risks. Neither Bitpanda GmbH nor any Affiliate are credit institutions, nor do they accept or manage deposits (Einlagen). Your assets deposited on Bitpanda Systems – in particular any F-Token – are thus not secured or guaranteed by any deposit-guarantee schemes.

14.4.5 Inactivity fee. If the Bitpanda Client does not use an F-Token in exchange for another Token for an uninterrupted period of 365 days, Bitpanda may charge an inactivity fee after the elapsed 365 days ("Reference Period") in the amount of 0.5% of the F-Token in custody but not more than the equivalent of EUR 5.00 per month ("Inactivity Fee").

The balance of F-Tokens cannot become negative. If the Inactivity Fee would lead to your Fiat Wallet becoming less than 0, only the remaining amount on the Fiat Wallet will be deducted.

Whenever the Bitpanda Client makes a transaction with F-Tokens, the Reference Period is reset and starts again on the day the transaction with F-Token is made.

The Bitpanda Client has the possibility to exchange F-Token back to the legal tender at any time. The Wallet for all F-Token is named "Fiat Wallet" and the F-Token of each legal tender will be displayed in sub-wallets of the Fiat Wallet.

14.5 E-Money. 

14.5.1 E-Money is issued and exclusively offered:

14.5.1.1 by Bitpanda Payments GmbH, a licenced e-money institute, registered with the Austrian E-Money Institute register;

14.5.1.2 are not based on any type of distributed ledger technology but constitute e-money within the meanings of section 1 para 1 E-GeldG;

14.5.1.3 in various currencies as displayed on Bitpanda Systems;

14.5.1.4 to be used as a means of payment, inter alia for the products and services offered on Bitpanda Systems;

14.5.1.5 subject to and in accordance with the Payments TC;

14.5.2 E-Money is held in an electronic money wallet managed by Bitpanda Payments GmbH on behalf of the holders of E-Money ("E-Money Wallet") and the E-Money of each legal tender will be displayed in sub-wallets of the E-Money Wallet.

15. Airdrops

15.1 For any airdrop by Bitpanda itself ("Bitpanda Airdrop") Bitpanda automatically books the respective Token or any other digital information unit distributed in such Bitpanda Airdrop to the respective Bitpanda Client Account.

15.2 For any airdrop by persons other than Bitpanda ("Third Party Airdrop"), Bitpanda does not automatically credit any Token or any other digital information unit to your Bitpanda Client Account. You have to monitor available Third Party Airdrop yourself and if you want to participate in such Third Party Airdrop you must withdraw the respective Token from the Bitpanda System and book it into the respective system which you deem fit to participate in such Third Party Airdrop. Bitpanda does not provide advice on Third Party Airdrop or on ways to participate in Third Party Airdrop. If you participate in any Third Party Airdrop you do so at your own risk. Bitpanda does not and will not inform you on Third Party Airdrops.

16. Bitpanda Fork Policies

Bitpanda applies the fork policy as attached hereto in Annex II ("Bitpanda Fork Policy") and you accept the Bitpanda Fork Policy as part of the Group TC.

17. Right of withdrawal

17.1 Right of withdrawal. In case of a Bitpanda Client Offer made by a Bitpanda Consumer Client, the Bitpanda Consumer Client has the right to withdraw from the contract with Bitpanda within 14 days without giving any reason. The withdrawal period will expire after 14 days, starting from the day of the CCOFA. To exercise the right of withdrawal, the Bitpanda Consumer Client must inform Bitpanda of the decision to withdraw from the contract by an unequivocal statement (e.g. a letter sent by post, fax or e-mail). The Bitpanda Consumer Client may use the attached model withdrawal form (Annex III), but it is not obligatory. To meet the withdrawal deadline, it is sufficient for the Bitpanda Consumer Client to send the communication concerning the exercise of the right of withdrawal before the withdrawal period has expired.

17.2 Effects of withdrawal. If the Bitpanda Client withdraws from their contract, Bitpanda shall reimburse the Bitpanda Client for all payments received, without undue delay and in any event not later than 14 days after the day on which Bitpanda is informed about the decision to withdraw from the contract. Bitpanda will carry out such reimbursement using the same means of payment as the Bitpanda Client used for the initial transaction, unless the Bitpanda Client has expressly agreed otherwise; in any event, the Bitpanda Client will not incur any fees as a result of such reimbursement.

17.3 Exception to the right of withdrawal for E-Token, L-Token and A-Token The Bitpanda Consumer Client has no right of withdrawal for E-TokenA-Token and L-Token purchased at a distance (Fernabsatz), as their price depends on fluctuations in the financial market over which Bitpanda has no control and which may occur within the withdrawal period.

17.4 Loss of right of withdrawal for M-Token. By clicking/checking the respective checkbox on Bitpanda Systems, the Bitpanda Consumer Client requests immediate performance of the transaction of M-Token and acknowledges that they will lose their right of withdrawal from the contract once the contract is fully performed.

17.5 Contract confirmation. Bitpanda transmits a confirmation of the closed contract to the Bitpanda Consumer Client immediately after the CCOFA.

18. Tell-a-Friend Programme 

18.1 Bitpanda offers Bitpanda Clients to refer new customers to Bitpanda by participating in a tell-a-friend programme ("Tell-a-Friend Programme"). The Tell-a-Friend Programme is offered until further notice.

18.2 Under the Tell-a-Friend Programme, you (in such role the "Promoter") may refer a person which has never been a Bitpanda Client to register a Bitpanda Client Account by using the Promoter's referral code ("Promoter Referral Code") and to become a new Bitpanda Client ("Referred Bitpanda Client"). The Promoter Referral Code is made available in the Bitpanda Client Account.

18.3 Requirements for Promotion Award for Bitpanda GmbH Clients: You, as a Promoter, will be credited EUR equal to the value advertised to you in your Tell A Friend page in your Bitpanda Client Account in F-Token to your Wallet for every Referred Bitpanda Client ("Promotion Award") if you have not violated any of the provisions of the Group TC (in particular points 18.6 to 18.9), subject to the following requirements: 

The Referred Bitpanda GmbH Client:

18.3.1 has successfully completed the Client Verification Process and has complied with all other provisions of the Group TC,

18.3.2 has purchased at least EUR equal to the value required as advertised in the Promoter Referral Code at the time they verified their Bitpanda Client Account in F-Token,

18.3.3 has purchased E-Token, A-Token or M-Token in an aggregate value equivalent or exceeding the value required as advertised in the Promoter Referral Code at the time they verified their Bitpanda Client Account via Bitpanda Broker (for the avoidance of doubt, Bitpanda Pro is excluded), and

18.3.4 has javascript enabled and accepts essential cookies, allowing them to be recognised as a Referred Bitpanda Client by Bitpanda.

Provided that these requirements are met, the Referred Bitpanda Client also receives EUR equal to the value advertised in the Promoter Referral Code that the Referred Bitpanda Client used to join Bitpanda in F-Token credited to the Referred Bitpanda Client's Wallet as an award. The Referred Bitpanda Client may also receive discounted trading fees on the Bitpanda Broker platform for their first trades that equal up to an amount of EUR equal to the value advertised in the Promoter Referral Code at the time they verified their account. These awards are valid for 180 days from the date of being credited to the relevant Wallet ("Award Redemption Period"). If F-Token (or parts thereof) received as a Promotion Award have not been redeemed within the Award Redemption Period, they become invalid and will be deducted from the relevant Wallet. The Promoter and Referred Bitpanda Client may receive additional rewards as advertised in their Tell-A-Friend page in their Bitpanda Client Account and the Promoter Referral Code respectively as the Referred Bitpanda Client makes additional trades.

18.4 Requirements for Promotion Award for BAM Clients: You, as a Promoter, will be credited EUR equal to the value advertised to you in your Tell A Friend page in your Bitpanda Client Account in E-Money to your Wallet for every Referred Bitpanda Client ("Promotion Award") that is a BAM Client if you have not violated any of the provisions of the Group TC (in particular points 18.6 to 18.9), subject to the following requirements: 

The Referred Bitpanda Client:

18.4.1 has successfully completed the Client Verification Process and has complied with all other provisions of the Group TC,

18.4.2 has purchased at least EUR equal to the value required as advertised in the Promoter Referral Code at the time they verified their Bitpanda Client Account in E-Money, 

18.4.3 has purchased E-Token, A-Token or M-Token in an aggregate value equivalent or exceeding the value required as advertised in the Promoter Referral Code at the time they verified their Bitpanda Client Account via Bitpanda Broker (for the avoidance of doubt, Bitpanda Pro is excluded), and

18.4.4 has javascript enabled and accepts essential cookies, allowing them to be recognised as a Referred Bitpanda Client by Bitpanda.

Provided that these requirements are met, the Referred Bitpanda Client also receives EUR equal to the value advertised in the Promoter Referral Code that the Referred Bitpanda Client used to join Bitpanda in E-Money credited to the Referred Bitpanda Client's Wallet as an award. The Referred Bitpanda Client may also receive discounted trading fees on the Bitpanda Broker platform for their first trades that equal up to an amount of EUR equal to the value advertised in the Promoter Referral Code at the time they verified their account. These awards are valid for 180 days from the date of being credited to the relevant Wallet ("Award Redemption Period"). If E-Money (or parts thereof) received as a Promotion Award have not been redeemed within the Award Redemption Period, they become invalid and will be deducted from the relevant Wallet. The Promoter and Referred Bitpanda Client may receive additional rewards as advertised in their Tell-A-Friend page in their Bitpanda Client Account and the Promoter Referral Code respectively as the Referred Bitpanda Client makes additional trades.

18.5 Bitpanda may modify the terms of or terminate the Tell-a-Friend Programme at any time. However, any Promotion Reward that the Promoter or the Referred Bitpanda Client already received, cannot be removed.

18.6 Within the context of this Tell-a-Friend Programme and for any other context, a Promoter may only use advertising materials provided by Bitpanda. Alterations to these materials or the use of materials created by the Promoter are strictly forbidden. 

18.7 Forbidden Actions. Spamming, cold calling or any other intrusive advertising measures are strictly forbidden. Further, it is strictly forbidden to share your Promoter Referral Code to a large group of people at once (e.g. via social media posting or messaging services such as Telegram). You may only share your Promoter Referral Code with people you are directly engaging with. If Bitpanda determines that the Promoter has engaged in fraudulent behaviour or attempts to abuse the Tell-a-Friend Programme in a way evidently unintended by Bitpanda, Bitpanda may decide not to grant any awards under the Tell-A-Friend Programme (including the Promotion Reward and any awards to Referred Bitpanda Clients) and potentially block and/or terminate the Promoter’s Bitpanda Client Account.

18.8 Promoter acting in own name. Promoter must participate in the Tell-a-Friend Programme in their own name and on their own account. Any act in the name of or on behalf of Bitpanda is forbidden (e.g. sending messages on behalf or in the name of Bitpanda to persons; publishing postings or publishing any statement on behalf of Bitpanda, editing the logo(s), brands or other material of Bitpanda, promoting any discounts for the services of Bitpanda (except for discounts which are published by Bitpanda themselves)). 

18.9 Prohibition of Pay Per Click or Search Engine Marketing. Any Promoter must refrain from using any Pay Per Click (PPC) or Search Engine Marketing (SEM) methods when participating in the Tell-a-Friend Programme, including but not limited to Google Adwords, Bing Ads when (i) advertising on behalf of Bitpanda and leading users directly to Bitpanda Systems, the Promoter’s website or any other third party website as a result of that paid advertising, (ii) bidding on Bitpanda brand terms, including any forms of misspellings and typos, (iii) using Bitpanda brand terms, including any misspellings or typos within the paid ads text and/or images, or (iv) directly competing against Bitpanda ads in order to show on the search results pages. 

18.10 Persons with residence/seat in certain jurisdictions or countries may be excluded from participation in the "Tell-a-Friend Programme" due to e.g. regulatory reasons (both as Promoter and Referred Bitpanda Client).

19. Client Default, Reminder Fees

19.1 You are in default (each a "Client Default") whenever you do not pay any amount owed to Bitpanda when due, for example, whenever:

19.1.1 the payment of a currency that is a legal tender as set out under the relevant Bitpanda Client Offer is not credited to Bitpanda's bank account at the time when the relevant CCOFA has been completed by Bitpanda. If Bitpanda Consumer Clients settle their payment via bank transfer, the Bitpanda Consumer Client issuing the transfer order on the day of the CCOFA is sufficient; 

19.1.2 the transfer of Token or other assets set out under the relevant Bitpanda Client Offer is not received on Bitpanda's wallet or storage at the time when the relevant CCOFA has been completed by Bitpanda; 

19.1.3 Bitpanda has to settle lawful third-party claims on behalf of a Bitpanda Client, 

19.1.4 a collection via SEPA Direct Debit mandate cannot be fulfilled, a debit card chargeback or credit card chargeback occurs and/or

19.1.5 any other fees cannot be collected at due date (e.g. storage fees for M-Token).

19.2 Reminder fees: In the event of a Client Default for which the Bitpanda Client is at fault, Bitpanda may charge reminder fees in a reasonable relation to the amount in delay/value of transferred Token in delay, as far as such fees are necessary to cover adequate costs of Bitpanda to administer such Client Default and enforce Bitpanda's rights. At least EUR 5.00 and up to a maximum of EUR 15.00 in reminder fees will be charged. This minimum fee provision shall not apply if the Bitpanda Client proves that no damage has occurred and therefore no or lower administration costs or costs for the enforcement of Bitpanda's rights have been incurred

20. Set-off

20.1 Set-off. Each of BAM, Bitpanda GmbH, Bitpanda Metals GmbH, Bitpanda Financial Services GmbH and Bitpanda Payments GmbH or other Affiliate may at any time set-off any due and unpaid monetary claim it has against a Bitpanda Client against any due and unpaid monetary claim such Bitpanda Client may have against it. 

20.2 Set-off F-Token. Bitpanda GmbH may at any time set-off any due and unpaid monetary claim it has against Bitpanda GmbH Clients against their F-Token by deleting an amount equivalent to the due and unpaid monetary claim it has. 

20.3 Set-off E-Money. BAM may at any time set-off any due and unpaid monetary claim it has against BAM Clients against their E-Money by deleting an amount equivalent to the due and unpaid monetary claim it has

20.4 For the avoidance of doubt: point 20 does not intend to exclude any rights BAM, Bitpanda GmbH, Bitpanda Metals GmbH, Bitpanda Financial Services GmbH, Bitpanda Payments GmbH and/or any Affiliate and/or you may have under Austrian law and only amends and/or extends (as the case may be) such rights if explicitly provided for in point 20.

21. Security over Bitpanda GmbH Client assets and Security ownership

21.1 Security ownership. The Bitpanda GmbH Client irrevocably grants a first ranking security right in the form of security ownership (Sicherungseigentum) in favour of Bitpanda GmbH over all E-Token deposited from time to time on the relevant Wallet ("Secured Assets") to secure all monetary claims (present or future, conditional or unconditional) of Bitpanda GmbH against themself (such claims the "Secured Claims"). As the relevant E-Token are also subject to custody (as set out in point 6 of the Bitpanda GmbH & BAM TC), no separate perfection step to establish the security ownership is required. 

21.2 Enforcement. If the Bitpanda GmbH Client defaults on any of the Secured Claims (for example, if a Client Default occurs or whenever any other fee or compensation is not paid when due) Bitpanda GmbH may enforce the Secured Asset in whole or in parts by (partial) sale or auction of the Secured Assets ("Enforcement"). Any Enforcement may be affected as out of court enforcement without the need to obtain a judgment or award and without having to institute enforcement proceedings in accordance with the Austrian Enforcement Act (Exekutionsordnung). Before any Enforcement, Bitpanda GmbH will notify the Bitpanda GmbH Client about the default of the relevant Secured Claims and warn them that the Secured Assets will be auctioned or sold unless all outstanding claims are paid within one month of such notice. An Enforcement may be affected by Bitpanda GmbH either by sale on any trading platform or exchange (including on Bitpanda Systems) at the respective market price or as direct sale provided that the price is equal to or higher than the current market price for the relevant Secured Asset. If for any Secured Asset (i) no such market price exists; or (ii) no trading platform or exchange is (technically and legally) accessible to Bitpanda GmbH; or (iii) considering the circumstances and steps required, access to such trading platform or exchange is not feasible in the specific case, Bitpanda GmbH may enforce the relevant (part of the) Secured Assets in a public auction in analogues application of section 466b et seq. of the Austrian Civil Code (Allgemeines bürgerliches Gesetzbuch). Bitpanda GmbH may – with due consideration to your interests – decide which parts of the Secured Assets will be subject to an Enforcement and the Bitpanda GmbH Client does not have any right to direct Bitpanda GmbH which parts of the Secured Assets shall be included in or excluded from an Enforcement. Any proceeds of the Enforcement will be applied as follows: firstly, towards payments of all necessary costs and fees of the Enforcement and secondly towards payment of any due and unpaid Secured Claim. Any surplus will be transferred to the Bitpanda GmbH Client. 

21.3 Release of security ownership. The security ownership (Sicherungseigentum) is released by effectively transferring the Secured Assets to the Bitpanda GmbH Client's or any other person's wallet outside Bitpanda Systems. Bitpanda GmbH will release the security ownership once all Secured Claims are fully and finally settled at the latest. Any partial release or Enforcement of the Secured Assets does not affect the security ownership over the remaining Secured Assets. For the avoidance of doubt, the security ownership shall be in addition to and independent from the custody set out in point 6 of the Bitpanda GmbH & BAM TC. 

21.4 Neither Bitpanda GmbH, Bitpanda Metals GmbH, Bitpanda Financial Services GmbH nor Bitpanda Payments GmbH accept or agree to any security rights of other persons that would rank ahead of or in any way impair their rights set out in points 21.1 to 21.3 unless (i) where such third party right is created by operation of law or (ii) Bitpanda GmbH, Bitpanda Metals GmbH, Bitpanda Financial Services GmbH or Bitpanda Payments GmbH (as the case may be) explicitly agrees with you to waive any or all its rights under points 21.1 to 21.3.

21.5 For the avoidance of doubt: points 21.1 to 21.3 do not intend to exclude any rights Bitpanda GmbH, Bitpanda Metals GmbH, Bitpanda Financial Services GmbH, Bitpanda Payments GmbH and/or you may have under Austrian law and only amends and/or extends (as the case may be) such rights if explicitly provided for in points 21.1 to 21.3.

21.6 Currency of account and currency conversion:

21.6.1 Except where a payment or other transaction (for example a Bitpanda Swap) is to be made in a specific currency or by transfer of specific asset (for example in BTC), Euro shall exclusively be the currency of account and payment for any sum due from Bitpanda GmbH to the Bitpanda Client or vice versa. 

21.6.2 Bitpanda GmbH may convert any money received or proceeds recovered in an Enforcement from one currency to another at a market rate of exchange if such conversion is required to settle or set-off the claims between Bitpanda GmbH and the Bitpanda Client.

22. Security over BAM Client assets and Security ownership

22.1 Security ownership. The BAM Client irrevocably grants a first ranking security right in the form of security ownership (Sicherungseigentum) in favour of BAM over all E-Token deposited from time to time on the relevant Wallet ("Secured Assets") to secure all monetary claims (present or future, conditional or unconditional) of BAM against themself (such claims the "Secured Claims"). As the relevant E-Token are also subject to custody (as set out in point 6 of the Bitpanda GmbH & BAM TC), no separate perfection step to establish the security ownership is required. 

22.2 Enforcement If the BAM Client defaults on any of the Secured Claims (for example, if a Client Default occurs or whenever any other fee or compensation is not paid when due) BAM may enforce the Secured Asset in whole or in parts by (partial) sale or auction of the Secured Assets ("Enforcement"). Any Enforcement may be affected as out of court enforcement without the need to obtain a judgment or award and without having to institute enforcement proceedings in accordance with the Austrian Enforcement Act (Exekutionsordnung). Before any Enforcement, BAM will notify the BAM Client about the default of the relevant Secured Claims and warn them that the Secured Assets will be auctioned or sold unless all outstanding claims are paid within one month of such notice. An Enforcement may be affected by BAM either by sale on any trading platform or exchange (including on Bitpanda Systems) at the respective market price or as direct sale provided that the price is equal to or higher than the current market price for the relevant Secured Asset. If for any Secured Asset (i) no such market price exists; or (ii) no trading platform or exchange is (technically and legally) accessible to BAM; or (iii) considering the circumstances and steps required, access to such trading platform or exchange is not feasible in the specific case, BAM may enforce the relevant (part of the) Secured Assets in a public auction in analogues application of section 466b et seq. of the Austrian Civil Code (Allgemeines bürgerliches Gesetzbuch). BAM may – with due consideration to your interests – decide which parts of the Secured Assets will be subject to an Enforcement and the BAM Client does not have any right to direct BAM which parts of the Secured Assets shall be included in or excluded from an Enforcement. Any proceeds of the Enforcement will be applied as follows: firstly, towards payments of all necessary costs and fees of the Enforcement and secondly towards payment of any due and unpaid Secured Claim. Any surplus will be transferred to the BAM Client. 

22.3 Release of security ownership. The security ownership (Sicherungseigentum) is released by effectively transferring the Secured Assets to the BAM Client's or any other person's wallet outside Bitpanda Systems. BAM will release the security ownership once all Secured Claims are fully and finally settled at the latest. Any partial release or Enforcement of the Secured Assets does not affect the security ownership over the remaining Secured Assets. For the avoidance of doubt, the security ownership shall be in addition to and independent from the custody set out in point 6 of the Bitpanda GmbH & BAM TC. 

22.4 Neither BAM, Bitpanda Metals GmbH, Bitpanda Financial Services GmbH nor Bitpanda Payments GmbH accept or agree to any security rights of other persons that would rank ahead of or in any way impair their rights set out in points 22.1 to 22.3 unless (i) where such third party right is created by operation of law or (ii) BAM, Bitpanda Metals GmbH, Bitpanda Financial Services GmbH or Bitpanda Payments GmbH (as the case may be) explicitly agrees with you to waive any or all its rights under 22.1 to 22.3.

22.5 For the avoidance of doubt: points 22.1 to 22.3 do not intend to exclude any rights BAM, Bitpanda Metals GmbH, Bitpanda Financial Services GmbH, Bitpanda Payments GmbH and/or you may have under Austrian law and only amends and/or extends (as the case may be) such rights if explicitly provided for in points 22.1 to 22.3.

22.6 Currency of account and currency conversion:

22.6.1 Except where a payment or other transaction (for example a Bitpanda Swap) is to be made in a specific currency or by transfer of specific asset (for example in BTC), Euro shall exclusively be the currency of account and payment for any sum due from BAM to the Bitpanda Client or vice versa. 

22.6.2 BAM may convert any money received or proceeds recovered in an Enforcement from one currency to another at a market rate of exchange if such conversion is required to settle or set-off the claims between BAM and the Bitpanda Client.

23. Data Protection

In the course of delivering its services, Bitpanda is compliant with the GDPR as set forth in the Data Protection Terms (set out under https://www.bitpanda.com/en/legal/bitpanda-privacy-policy).

24. Risks

Using Bitpanda Systems and the assets offered on Bitpanda Systems and other services provided by Bitpanda, bears risks, which each in the worst case may lead to the total loss of your investment or assets. These risks are in particular, but not limited to, the following:

(i) Risk of software weaknesses: The technology of E-Token and the underlying software applications and software platforms such as the smart contract systems and other involved software and technology and technical concepts and theories are still in an early development stage and unproven and out of Bitpanda's control or influence. There is no guarantee or warranty that the process for receipt, use and ownership of any cryptographic blockchain-based digital information units will be uninterrupted or error-free and there is an inherent risk that the software and related technologies and theories could contain weaknesses, vulnerabilities or bugs causing, inter alia, the complete loss of any cryptographic blockchain-based digital information units, in particular but not limited to token, Euros or any value of any cryptographic blockchain-based digital information units even if the software and systems deployed and under the control of Bitpanda function correctly. Many of these technologies or software applications required for the sale, transfer or holding of token are neither released by a software manufacturer nor in any other way certified by a central entity such that there would be a person or entity that could be held liable for such defects. You should further note that even professionally developed and/or certified software – which is deployed on Bitpanda Systems or which you may use to access Bitpanda Systems (such as your internet browser) – may have vulnerabilities that are neither known by its developers nor its users and thus be subject to hacks or attacks. Bitpanda uses and displays customary security certificates issued by third parties (certificate authorities) that are widely regarded as a security enhancing feature but ultimately cannot guarantee that the security certificates displayed on any Bitpanda System are valid or correct. Always keeping your Bitpanda mobile app, your internet browser and the underlying operating systems up to date helps to mitigate certain risks and vulnerabilities; but even if a specific security issue is known, it may take a certain period of time until such vulnerability will be addressed and a corresponding software update is available. 

(ii) Regulatory and legal risk: It is possible that statutory or regulatory changes have material effects on the current setup of the Bitpanda Systems which may, inter alia, result in substantial modifications to the/any cryptographic blockchain-based digital information units. Bitpanda is committed to design, modify and/or adapt the Bitpanda System in such a way that it complies with all applicable laws and regulations while at the same time retaining the flexibility for Bitpanda Clients but cannot guarantee that certain regulatory or legal changes may result in the limitation or termination of certain services on Bitpanda Systems. 

To the best of Bitpanda's knowledge, E-Token are not considered financial instruments within the meaning of section 1 (7) WAG under Austrian law, however, Bitpanda does not make any representations as to the regulatory or legal status of the assets and services available on Bitpanda Systems that relate to blockchain technology-based applications and only you are responsible to comply with any regulatory or legal requirements that may apply to you and/or in your jurisdiction in that regard (for example, you may be required to report certain trades or holdings of Token to the competent authorities). Bitpanda does not undertake to inform you about any regulatory or legal changes that may be relevant to you. 

Blockchain-based digital information units are not explicitly mentioned or otherwise regulated under Austrian property law and contract law. After having conducted a legal analysis with due care, Bitpanda has concluded that as at the date of the Group TC the legal concepts of Austrian property law and contract law applied to E-Token on Bitpanda Systems (being the concepts of ownership (Eigentum) over Blockchain-based digital information units, the transfer of ownership (Eigentum) of E-Token via electronic transfer of the relevant information units in accordance with the relevant block chain protocol, the possibility to establish a custody (Treuhand) and security ownership (Sicherungseigentum) over E-Token) is legal, valid and enforceable under Austrian law. Bitpanda, however, cannot exclude that future legislation, case law or administrative practice will impair the legality, validity or enforceability of these legal concepts and, as a result, may adversely affect Bitpanda, Bitpanda Systems and/or your rights under the Group TC, Affiliate TC or in relation to your E-Token.

(iii) Risk of abandonment/lack of success: The allocation of any cryptographic blockchain-based digital information units and the development of such cryptographic blockchain-based digital information units technologies might be abandoned for a number of reasons, including lack of interest from industry, community and/or the public, lack of funding, lack of commercial success or prospects (e.g. caused by competing projects) which are out of Bitpanda's influence. Many blockchain-based digital information units (such as Bitcoin) are issued and maintained by neither a governmental agency nor corporation but by an undefined and anonymous network of individuals which factually participate in the development, use, mining and/or maintenance of such blockchain-based digital information units but are not bound by any agreement, law or regulation to do so. Respectively even if Bitpanda System technology is partially or fully developed and launched, it could happen that cryptographic blockchain-based digital information units do not receive or retain any functionality or that there are material changes of all kinds to the functionality of such assets. Bitpanda does not make any representation as to the current and future functionality, adoption or commercial success of any E-Token offered or stored on or transferred with Bitpanda Systems.

(iv) Risk of theft and internet vulnerability: The underlying software application and software platform, the Bitpanda System technology, the smart contract system(s), other involved software, other technology components and/or platforms may be exposed to electronic or physical attacks that could result in the irreversible theft or loss of Tokens or the theft or loss of private data, impacting the ability to develop, launch or use Bitpanda System technology. 

(v) Risk of eliminating the benefits of 2FA: Bitpanda strongly recommends that you use the 2FA. Please note however, that the safety benefit of using 2FA is effectively eliminated if both factors can be accessed with the same credentials. For example, if your 2F is text message (SMS), you access Bitpanda Systems on your mobile browser on the same device and both the content of your text messages and Bitpanda Systems on your mobile browser is accessible to a person who is in control of or able to spoof the credentials to your mobile device (e.g. Face ID), an attacker may be able to gain access to your Bitpanda Client Account and thus your Wallet just by having access to this singe credential, even if you are using the using 2FA.

(vi) Risk of weak and loss of credentials: If you do not use the 2FA, any person with knowledge of your password and e-mail address may be able to access your Bitpanda Client Account and the assets deposited with Bitpanda Systems and may make transactions in your name. The password you chose when registering a Bitpanda Client Account (as amended from time to time) may be subject to attacks (such as brute-force or dictionary attacks), even if it is unique and only known to you. The risk is greater if the password is weak (in length and/or complexity) and/or if the password contains personal details (for example your name, date of birth or place of residence) and/or words included in a dictionary. Bitpanda recommends that you always choose a strong and unique password (not used in any other service) and that you use the 2FA. If you use the password used with Bitpanda Systems on any other platform or service, or if you store (digitally or physically) your password in any location an attacker may retrieve your password used with Bitpanda Systems if such other platform or service or storage space (where your password is recorded) is successfully attacked. While stronger passwords are statistically (far) less likely to be successfully retrieved by an attacker, no password is fully safe. While Bitpanda indicates the password strength of your password when a Bitpanda Client Account is registered, such indicator is calculated from general parameters, does not verify whether your password may contain any of your personal details or words included in a dictionary and should thus be regarded as a guideline only. Bitpanda does not guarantee that any particular password is in fact secure or immune to password attacks.

(vii) Risk of phishing and/or social engineering: SMS and e-mail services are vulnerable to spoofing and phishing attacks and you should use care in reviewing messages purporting to originate from Bitpanda. You should always log into your Bitpanda Client Account through https://www.bitpanda.com to review any transactions or required actions if you have any uncertainty regarding the authenticity of any communication or notice. Phishing attacks often occur despite SMS or e-mail or equivalent services, via search engines or ads in search engines, or other fraudulent links. While we strongly recommend participating in the 2FA, the 2FA cannot prevent successful phishing and/or social engineering attacks if your credentials including the 2F are disclosed in such attack. 

(viii) Risk of blockchain mining attacks: As with any other public blockchain-based systems, the E-Token available on Bitpanda System may be susceptible to attacks including but not limited to double-spend attacks, majority mining power attacks, "selfish-mining" attacks, and race condition attacks or any other mining or non-mining related attacks which are out of Bitpanda's influence and control. Any successful attack presents a risk to the Bitpanda System technology, expected proper execution and sequencing of cryptographic blockchain-based digital information units transactions and expected proper execution and sequencing of software computations.

(ix) Risk of depreciation in value, liquidity and extreme volatility: E-Token are not widely regulated, do not qualify as, and thus cannot be compared to, a legal tender, security or other regulated financial product. The value of E-Token is typically determined by the current market price (if any) and there is usually no way to redeem or exchange the E-Token with a central entity or to access any assets the E-Token may represent. There is no guarantee as to the amount of platforms and entities as well as the conditions under which E-Token are exchanged into a legal tender or other assets or services. Any Token might experience extreme volatility and/or the value of cryptographic blockchain-based digital information units might decline to zero. As additional costs with respect to regulatory or other risks might be triggered – and if such costs are added for the purpose of calculation to the value of cryptographic blockchain-based digital information units (whatever value you might give to the cryptographic blockchain-based digital information units) – cryptographic blockchain-based digital information units might also decline in their value to zero. Past performance of a certain asset does not indicate future results.

The same principles apply to A-Token, L-Token and M-Token: The value and liquidity of these Tokens depend, among other things, on the market value and liquidity of the underlying precious metal (in the case of M-Token),financial instrument (in the case of A-Token) or crypto assets (in the case of L-Token). The values of A-Token, L-Token and M-Token are highly volatile.

(x) General risk: Any Token is obtained by the Bitpanda Client on an "as is" and "under development" basis. Investing in digital assets and/or metals offered on the Bitpanda Systems is highly speculative with a risk of loss of the entire capital invested. Such investment is only suitable for users, who can bear a loss of the entire invested capital and should not be considered as or entered into with the expectation of a stable source of income. Certain risks associated with the services available on Bitpanda Systems may not yet be known or new risks may arise in the future due to the rapid development in the sector. 

(xi) Market and community risk: There is a risks of soft and hard forks of E-Token and splitting including the broad possible changes to Bitpanda System technology which might be imposed by the market or community on Bitpanda/Bitpanda System technology. Market and community risk may also be triggered and accelerated via communities that come together, for example in online forums, to discuss certain investment opportunities and products with the intention of placing jointly organised buy and sell orders which may lead to strong price fluctuations which carry a high risk of loss.

(xii) Tax risk: The allocation or purchase of Token and other assets available on Bitpanda Systems (in whatever form) as well as the exchange, the holding and the alienation of Token and other assets available on Bitpanda Systems (in whatever form) and/or any other action or transaction related to Tokens and other assets available on Bitpanda Systems (in whatever form) may trigger tax consequences for you, including, but not limited to, being required to declare your asset portfolio, trades and profits to the competent tax authorities as well as to calculate and pay taxes triggered by your transactions and/or the holding of your digital assets. Such tax consequences often (but not always) depend on the tax laws of the country of your permanent residence and the international tax treaties that country has ratified. We note that while several countries have already implemented various tax regulations for digital assets, further changes and/or additional tax regulations are to be expected. Bitpanda may under certain circumstances (now and/or in the future) be required to deduct withholding tax. Only you are responsible to comply with all national and international tax laws from time to time applicable to you by virtue of using Bitpanda Systems and holding, trading and/or exchanging the digital assets offered on Bitpanda Systems at all times and Bitpanda shall not be required to inform or warn you about any existing or pending tax implications in connection with Bitpanda Systems (other than when we have made a withholding tax deduction) and does not make any representations whatsoever in respect to any tax consequences triggered by using Bitpanda Systems and/or holding, trading and/or exchanging the digital assets offered on Bitpanda Systems. 

Before you become a Bitpanda Client, before you make any Bitpanda Client Offer, as well as from time to time (e.g. in connection with the annual tax return or financial statements) and as may be required in accordance with the tax laws applicable to you, we thus advise you to consult a tax advisor (i) about the tax consequences and their economic consequences in connection with using Bitpanda Systems and holding, trading and/or exchanging the digital assets offered on Bitpanda Systems and (ii) to ensure that you are able to take all steps required to comply with all applicable tax laws when using Bitpanda Systems and holding, trading and/or exchanging the digital assets offered on Bitpanda Systems.

(xiii) Counterparty risk: Bitpanda does not take any responsibility for digital information units that are or tend to be collateralised, backed or pegged by a currency that is a legal tender or any other asset of whatever form (e.g. stablecoins) as all actions in connection to such digital information units are in the sole responsibility of its issuer (which is neither Bitpanda nor any Affiliate) and Bitpanda has no discretion over such actions. Even if such digital information units are collateralised, backed or pegged by a currency that is a legal tender or any other asset, it may not be possible to verify whether those digital information units are effectively (validly and enforceable) collateralised, backed or pegged and whether the holder of such digital information unit has any legal or factual direct or indirect claim or right to such collateralised, backed or pegged assets. In addition, certain legal restrictions or preconditions may be dictated by the issuer (such as the requirement to agree to certain terms and conditions) or by the laws applicable to the issuer and/or digital information unit. It is not clear whether the collateralised, backed or pegged assets are separated from the assets of the issuer of the digital information units and whether they would be protected in the event of insolvency of the issuer of the digital information units. Bitpanda makes no representation as to the legal status and credibility of any such issuer of such digital information units nor to the legal status, arrangement, enforcement, marketability and existence of any such digital information units or the assets collateralised, backed or pegged in connection therewith.

(xiv) Risks of other Token. The same principles also apply to other Token and assets accessible on Bitpanda Systems.

(xv) Availability of Bitpanda Systems. Technology-based systems like Bitpanda Systems need (planned and unplanned) maintenance work and development work and that for such work interruptions of the systems (planned and unplanned) are necessary and system immanent. During the period of such interruption, the use of the Bitpanda Systems may be restricted or not possible and therefore the purchase, sale or transfer of assets may also be temporarily impossible. 

Planned maintenance work, updates or upgrades that not only temporarily restrict the functioning of Bitpanda Systems or cause it to fail will be communicated to the Bitpanda Client in a suitable manner (for example, by email) in a reasonable amount of time in advance. Such maintenance work will be completed as soon as possible, but at least within two weeks.

Unplanned maintenance work that is necessary due to technical defects or force majeure will be carried out as soon as possible.  

25. Limitation of liability

25.1 Bitpanda Consumer Clients: Bitpanda shall only be liable for any damage incurred by a Bitpanda Consumer Client for itself and its vicarious agents (Erfüllungsgehilfen) - regardless of the legal reason including tort - if Bitpanda or its vicarious agents have culpably violated an essential contractual obligation (cardinal obligation) in a way that endangers the purpose of the contract or if the damage is due to gross negligence (grobe Fahrlässigkeit) or intent (Vorsatz) of Bitpanda or its vicarious agents. If the culpable violation of an essential contractual obligation (cardinal obligation) is only slightly negligent, the liability of Bitpanda is limited to such typical damage that was reasonably foreseeable for Bitpanda at the time of the conclusion of the contract. This limitation of liability also applies to the extent of damage. In the aforementioned cases, the liability for a financial loss is limited to EUR 10.000. The aforementioned limitations of liability do not apply in the absence of warranted characteristics, a liability of Bitpanda according to the Product Liability Act (Produkthaftungsgesetz) or in cases of physical damage to persons (Personenschaden).

25.2 Bitpanda Business Clients: Bitpanda shall not be liable for any damage or loss incurred by a Bitpanda Business Client in connection with Bitpanda Systems and/or the products and services offered thereon unless such damage was caused by Bitpanda with intent (Vorsatz), gross negligence (grobe Fahrlässigkeit) or in cases of physical damage to persons (Personenschaden).

25.3 Third-Party Services: When using websites or services not provided by Bitpanda, such as wallet services or any other services of any third parties ("Third Party Services"), Bitpanda shall expressly not be liable for the content, availability or performance of any Third-Party Services and shall not be liable for any damage or loss incurred by a Bitpanda Client or any third party when using any such Third-Party Services. The Bitpanda Client uses these services completely at their own risk. Funds sent to such third parties cannot be reverted, if these parties are not willing to. We cannot and will not check the reliability of these third parties or any of their services. We assume no obligation to contact you or provide support to you in case of a problem with any third party or any of their services.

25.4 Special liability: Points 25.1 to 25.3 do not apply to those (parts of) services where the ZaDiG, the KMG, the E-GeldG or the PRIIPs Regulation (Regulation (EU) No. 1286/2014) provide for special liabilities.

25.5 Exclusion of claims for damages. Claims for damages cannot be made by a Bitpanda Client arising from the fact that Bitpanda, in negligent ignorance that the suspicion of money laundering or terrorist financing or the suspicion of a violation of the obligations described in point 6.6(acting on its own behalf) was false, delayed or failed to carry out a transaction, pursuant to section 19 of the Austrian FM-GwG.

26. Miscellaneous

26.1 External ICO. Bitpanda does not support any ICO (Initial Coin Offering) outside Bitpanda Systems, or a comparable arrangement where a digital currency or assets is issued or awarded unless specifically and explicitly declared by Bitpanda ("External ICO"). You participate in any External ICO at your own risk and Bitpanda will not actively provide any support in the participation of such External ICO (including any support in receiving any assets from the ICO to your Wallet). Should you request any support in connection with an External ICO, Bitpanda may, at its own discretion, offer such support on a case by case basis at a fee communicated to you.

26.2 Disclosure of data to authorities. Bitpanda may disclose any data relating to Bitpanda Clients and Bitpanda Accounts (including all transactions made in the past in connection therewith) if required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar official body (for example in connection with criminal investigations). Bitpanda reserves the right to cooperate with such authorities to the maximum extent possible.

26.3 No waiver of rights. The failure of Bitpanda to enforce or to exercise, at any time or for any period of time any term of or any right or remedy arising pursuant to or under the Group TC or Affiliate TC shall not constitute, and shall not be construed as, a waiver of such term or right or remedy and shall in no way affect Bitpanda's right to enforce or exercise it later, provided that such right is not time barred, expired or precluded. 

26.4 The Group TC shall continue to apply even after termination of the business relation until complete settlement.

26.5 Contractual language. The Group TC and the Affiliate TC are made and published in various languages. In case of a dispute or any discrepancies, the German language version of the Group TC and the Affiliate TC shall prevail.

26.6 Complaint Process for BAM Clients. In the event of disputes arising from the application of provisions of the German Civil Code relating to distance contracts for financial services between consumers and regulated entities, the Deutsche Bundesbank or BaFin may act as official consumer arbitration bodies pursuant to section 14 of the German Act on Actions for an Injunction (Unterlassungsklagegesetz - UKlaG).

The address of the Deutsche Bundesbank's conciliation body is:

Deutsche Bundesbank
Arbitrary Board (Schlichtungsstelle)
P.O. Box 10 06 02
60006 Frankfurt am Main
E-mail: schlichtung@bundesbank.de; Website: www.bundesbank.de
Further information on the conciliation body and information on the procedure can be found using the search function on the Deutsche Bundesbank's website.

The address of BaFin's arbitrary board is:

Arbitrary Board (Schlichtungsstelle) at the
Federal Financial Supervisory Authority
- Division ZR 3 -
Graurheindorfer Strasse 108
53117 Bonn
Fon: 0228 / 4108-0
Fax: 0228 / 4108-62299
Website: www.bafin.de
Further information on the conciliation body and information on the procedure can be found using the search function on the BaFin website.

In addition, the European online dispute resolution platform (OS platform) of the European Commission can be used at https://ec.europa.eu/consumers/odr/main/?event=main.home2.show.

27. Governing Law

27.1 The Group TC, the Affiliate TC and any transaction hereunder shall be governed by and construed in accordance with the laws of the Republic of Austria excluding the provisions of the United Nations Convention on the International Sale of Goods and excluding the conflict of law rules of Austrian private international law.

27.2 For Bitpanda Consumer Clients, this only applies insofar as the law of their country of residence does not grant them a more favourable legal position vis-à-vis Bitpanda in the individual case.

28. Place of jurisdiction

28.1 Any and all contractual and non-contractual disputes, divergences or claims between Bitpanda and a Bitpanda Business Client shall be exclusively dealt with the court having pertinent competence for 1010 Vienna.

28.2 Any and all contractual and non-contractual disputes, divergences or claims between BAM and a BAM Client the Regional Court or the Local Court of Frankfurt am Main shall have exclusive jurisdiction

Annex I

Definitions

In the Group TC, the following terms have the meanings specified or referred to in the following overview and shall be equally applicable to both the singular and plural forms.

Annex II

1. Bitpanda Fork Policy

1.1 A fork is a situation in which a blockchain splits into two separate chains temporarily or permanently ("Fork"). Forks are an unintended but unavoidable occurrence during mining, where two chains following the same consensus rules temporarily have the same accumulated proof-of-work and are both considered valid. They can also occur as a consequence of the use of two distinct sets of rules trying to govern the same blockchain. Forks have been used in cryptocurrencies intentionally in order to add new features to a blockchain or to reverse the effects of hacking or catastrophic bugs on a blockchain as was the case with the fork between Ethereum and Ethereum Classic. Notably, Forks have been widely discussed in the context of the bitcoin scalability problem.

1.2 Bitpanda does not automatically support Forks of any cryptographic blockchain-based digital information units.

1.3 Bitpanda assesses each case, and each Fork on a case by case basis and Bitpanda may decide whether to support a Fork or not and whether to communicate that to you or not.

1.4 If Bitpanda decides not to support a Fork but you want to participate in a Fork, you would have to move the respective E-Token onto such third-party wallet which you think fits for supporting such a Fork. Bitpanda herewith advises you to take enough time into consideration to move the respective E-Token, because Bitpanda cannot and will not give any guarantees to any transfers out of/outside of Bitpanda Systems. Bitpanda does not advise on how much time is enough but suggests that you carefully consider all relevant facts.

1.5 You must monitor the market by yourself to stay informed about Forks. Bitpanda has no duty to inform you of any Forks.

1.6 Bitpanda may decide to suspend/temporarily shut down any exchange, trading or any transaction with respect to E-Token which are part of a Fork or influenced by a Fork to a major extent. This applies to Forks which are supported by Bitpanda and also to Forks which are not supported by Bitpanda. 

1.7 If Bitpanda decides to try to support a Fork, Bitpanda shall decide which chain is the original blockchain in the fork scenario. Consequently, Bitpanda shall inform you of such decisions and will endeavour to integrate the new cryptographic blockchain-based digital information units resulting from the Fork into Bitpanda Systems. However, Bitpanda gives no guarantee that such integration takes place and shall inform you at its sole discretion on when and how and at which distribution rate such new cryptographic blockchain-based digital information units resulting from the Fork can be used in Bitpanda Systems. Respectively, Bitpanda holds any resulting new cryptographic blockchain-based digital information units balances for and on behalf of you from the time of the split until the time of distribution to you in cold storage (meaning offline). You are aware and accept that it is impossible to withdraw/or transfer any such new cryptographic blockchain-based digital information units balances out of a supported Fork until Bitpanda decides at Bitpanda's sole discretion to go live with such new cryptographic blockchain-based digital information units in Bitpanda Systems. There might be situations where Bitpanda may decide in a commercially reasonable way not to integrate such new cryptographic blockchain-based digital information units in Bitpanda Systems. In such cases you have no right to claim damages or compensation of any kind from Bitpanda. Bitpanda will always only try to integrate new cryptographic blockchain-based digital information units but in no case gives any guarantee that such integration can be done or is fixed for a certain point in time.

Annex III

Model withdrawal form for Bitpanda GmbH Clients

To Bitpanda GmbH, A-1020 Vienna, Stella-Klein-Löw Weg 17, e-mail support@bitpanda.com 

— I hereby give notice that I withdraw from my contract for the provision of the following service:

— Ordered on:

— Name of consumer:

— Address of consumer:

— Signature of consumer (only if this form is notified on paper):

— Date:

Model withdrawal form for BAM Clients

To Bitpanda Assets Management GmbH, Friedrich-Ebert-Anlage 36, 60325 Frankfurt a.M., Germany, e-mail support@bitpanda.com 

— I hereby give notice that I withdraw from my contract for the provision of the following service:

— Ordered on:

— Name of consumer:

— Address of consumer:

— Signature of consumer (only if this form is notified on paper):

— Date:

Annex IV

Overview of Bitpanda Services

General Terms and Conditions

Bitpanda GmbH & BAM

Version 11.0.3

In reviewing this document, you will see that some text is coloured, 

▪    clauses in black apply to all Bitpanda Clients; 

▪    clauses in blue only apply to BAM Clients for services provided by Bitpanda Asset Management GmbH;

▪    clauses in green only apply to Bitpanda GmbH Clients for services provided by Bitpanda GmbH

1. Scope of the General Terms and Conditions

1.1 The general terms and conditions herein ("Bitpanda GmbH & BAM TC") govern the business relationship regarding Bitpanda Broker Services, the Bitpanda Wallet and Custodial Services, the Bitpanda Index and the Bitpanda Card, between:

1.1.1 Bitpanda GmbH, with its corporate seat in A-1020 Vienna, Stella-Klein-Löw Weg 17, registered with the Austrian Commercial Register under registration number FN 569240 v ("Bitpanda GmbH") and Bitpanda GmbH Clients (as defined below); and

1.1.2 Bitpanda Asset Management GmbH, with its corporate seat at Friedrich-Ebert-Anlage 36, 60325 Frankfurt a.M., Germany ("BAM") and BAM Clients (as defined below).

1.2 Services for Bitpanda GmbH Clients

1.3 Services for BAM Clients

2. General Provisions

2.1 The provisions of the general terms and condition of Bitpanda group ("Group TC") as well as the Annexes and Definitions of the Group TC, available under (https://www.bitpanda.com/en/legal/bitpanda-group-general-terms-conditions) are hereby agreed upon.

2.2 For entering into a contractual relationship with and providing services to persons who are residents of certain countries, Bitpanda GmbH may establish branch offices (“Zweigniederlassungen”). The Bitpanda GmbH & BAM TC referred to herein shall also apply to Bitpanda GmbH Clients contracting via such branch offices. Such branch offices are:

2.2.1 For Bitpanda GmbH Clients residing in Sweden, Bitpanda GmbH Swedish Filial, with its corporate address in Poststugan 3045, 211 65 Malmö, Sweden, registered with the Swedish Companies Registration Office (Sw. Bolagsverket) under Company Registration Number (Sw: Organisationsnummer) 516412-7168; 

2.2.2 For Bitpanda GmbH Clients residing in Italy, Bitpanda GmbH Branch, with its corporate address in Via del Lauro 9, 20121 Milan (MI), Italy, registered with the Italian companies register under MI2632104; and

2.2.3 For Bitpanda GmbH Clients residing in the Czech Republic, Bitpanda GmbH Branch [], with its corporate address in Jindřišská 937/16, Nové Město, Praha, Hlavní město Praha, 11000, 500054 - Praha 1, CZ0100 - Praha, registered with the Czech Ministry of Industry and Trade under 11716584.

2.3 Bitpanda GmbH and BAM also offer services in cooperation with third parties and/or Affiliates, such as Bitpanda Metals GmbH, Bitpanda Financial Services GmbH, Bitpanda Payments GmbH.

2.4 Loyalty Programme: For the terms and conditions of the Bitpanda Loyalty Programme please refer to https://www.bitpanda.com/en/legal/bitpanda-loyalty-program-best-terms-explanatory-notes.

2.5 Bitpanda GmbH Staking: For the terms and conditions of the Bitpanda Staking please refer to Annex II A to these Bitpanda GmbH & BAM TC.

2.6 BAM Staking: For the terms and conditions of the Bitpanda Staking please refer to Annex II B to these Bitpanda GmbH & BAM TC

3. Amendments to the Bitpanda GmbH & BAM TCs

3.1 Material Changes (as defined in point 3.2) to the Bitpanda GmbH & BAM TC, including this point, require the explicit or implied agreement with the Bitpanda Client.

3.2 Material Changes are any changes or amendments (i) with respect to a primary obligation (Haupleistungspflicht) or (ii) that significantly alter the contractual relationship in a way that they tantamount to the conclusion of a new agreement. For instance (without being limited thereto), any changes or amendments to payment obligations of the Bitpanda Client, restrictions for the Bitpanda Client with regard to the acquisition and disposal of financial instruments, or any restrictions of the obligation on Bitpanda Systems to take into custody (verwahren), administer (verwalten) or secure (sichern) crypto-assets or cryptographic private keys for the Bitpanda Client would qualify as such Material Changes.

3.3 Other changes or Editorial Changes (as defined in section 3.6) to the Bitpanda GmbH & BAM TC which do not qualify as Material Changes, may be made for objectively justified reasons at any time and become effective:

3.3.1 if no specific effective date is indicated: at the earlier of (i) the Bitpanda Client explicitly accepting the amended Bitpanda GmbH & BAM TC (for example on Bitpanda Systems) or (ii) two months having passed after the publication such changes or amendments , subject to the Bitpanda Client not objecting under point 3.4; respectively.

3.3.2 if a specific effective date (after the publish date) is indicated: at the later of (i) the specified effective date and the (ii) earlier of (a) the Bitpanda Client explicitly accepting the amended Bitpanda GmbH & BAM TC (for example on Bitpanda Systems) or (b) two months having passed after the publication of such changes or amendments, subject to the Bitpanda Client not objecting under point 3.4.

3.4 The Bitpanda Client's consent shall be deemed granted if the Bitpanda Client doesn't object in textform or electronically (e.g. by e-mail or via the Bitpanda Client Account). In the amendment offer, the Bitpanda Client is informed that (i) its silence by failing to object in writing or electronically (e.g. by e-mail or via the Bitpanda Client Account), within the deadline as set out in points 3.3.1 or 3.3.2, shall be deemed as consent to the amendments, as well as that (ii) the Bitpanda Consumer Client shall have the right to terminate its contract and the services agreed under the contract without notice until the amendments take effect.

3.5 Without the Bitpanda Client's explicit consent, other changes may only be made for good reason and only provided there has been a risk weighting, properly balancing the interest of Bitpanda or the community of the Bitpanda Clients against the interest of the Bitpanda Client, i.e.:

3.5.1 due to the offering of new services, which are either free of charge or may not or only optionally be utilized by the Bitpanda Client;

3.5.2 there are no disadvantages to the Bitpanda Client;

3.5.3 due to regulatory or tax law requirements;

3.5.4 due to the change of service providers or contractors;

3.5.5 due to the need to have consistent Bitpanda GmbH & BAM TC due to Bitpanda’s international expansion;

3.5.6 the amendment or implementation of secondary obligations; or

3.5.7 any reasons comparable to the ones described above.

3.6 Editorial Changes are changes to clarify unclear provisions, adjustments to formats or fonts.

3.7 For Bitpanda Business Clients, Material Changes may be affected according to points 3.3 and 3.4.

4. Bitpanda Broker

4.1 After successful completion of your Client Verification Process (in accordance with point 5 of the Group TC), you will gain access to the trading platform on Bitpanda Systems ("Bitpanda Broker").

4.2 For Bitpanda GmbH Clients the Service "Bitpanda Broker" will be offered by Bitpanda GmbH.

4.3 For BAM Client the Service "Bitpanda Broker" will be offered by BAM.

4.4 The following assets are offered on Bitpanda Broker:

4.4.1 selected cryptographic digital assets, such as, but not limited to, Bitcoin, Dash, Ripple, Bitcoin Cash, Ether and Litecoin ("E-Token"),

4.4.2 only for Bitpanda GmbH Clients: proprietary token in the form of vouchers (Gutschein) to obtain products and services on Bitpanda Systems, issued by Bitpanda GmbH and denominated in various currencies ("F-Token”) for sale against payment with a currency that is a legal tender (gesetzlich anerkanntes Zahlungsmittel).

4.5 Classification of E-Token. Bitpanda Systems offer different types of E-Token that entitle the holder to different actions. The Custody Agreement in accordance with point 6 is concluded for all types of E-Token. A distinction is made between:

4.5.1 Integrated E-Token: Integrated E-Token are E-Token that can be purchased, sold, exchanged, deposited and withdrawn from and to external wallets on the Bitpanda systems.      

4.5.2 Trade Only E-Token: Trade Only E-Token are E-Token that can only be purchased, sold or exchanged for other Token available on Bitpanda Systems. A deposit and withdrawal from and to external wallets is not possible.

4.5.3 Index Only E-Token: Index Only E-Token are E-Token that are only included in a Bitpanda Index and may be swapped or sold proportionally or in total with the Bitpanda Index, but otherwise cannot be individually purchased, sold, swapped on Bitpanda Systems nor deposited from or withdrawn to external wallets, due to technical, legal or economic limitations.

4.6 A sale and/or purchase (Verkauf/Kauf) on Bitpanda Broker is exclusively done in the following way:

4.6.1 Offer. You offer bindingly to sell or buy (part of) Token(s) on Bitpanda Systems.

4.6.2 How to make a binding offer. To make such a binding offer you have to (i) correctly fill in all necessary, valid and correct data on Bitpanda's Systems and (ii) click/confirm either the "Buy now" or "Sell now" button (such offer the "Final Offer Exchange" and item (ii) referred to as the "Final Offer Click Exchange").

4.6.3 Interpretation of Final Offer Exchange for Bitpanda GmbH Clients. For the avoidance of doubt, each Final Offer Exchange made by clicking "buy now" (each a "Final Buy Offer Exchange") is to be interpreted and qualified exclusively as "binding offer from the Bitpanda Client to accept the receipt of E-Token in exchange for payment of the specified amount of F-Token/E-Money". Each Final Offer Exchange made by clicking "sell now" (each a "Final Sell Offer Exchange") is to be interpreted and qualified exclusively as "binding offer from the Bitpanda Client to receive your requested amount of F-Token/E-Money in exchange for transfer of a specified amount and type of E-Token.

4.7 Settlement

4.7.1 A Final Offer Exchange with Bitpanda GmbH on Bitpanda Broker may only be settled in F-Token.

4.7.2 A Final Offer Exchange with BAM on Bitpanda Broker may only be settled in E-Money issued by Bitpanda Payments. Such e-money will be referred to as "E-Money". The purchase and redemption of E-Money is set out in the Payments TC and subject to the acceptance of the Payments TC. For more information on E-Money, please see point 14 of the Group TC.

4.8 A "Bitpanda Swap" in respect of E-Token is exclusively offered in the following way:

4.8.1 Bitpanda Swap offer. You offer bindingly to exchange (part of) Token into another type of Token, offered on Bitpanda Systems ("Bitpanda Swap").

4.8.2 How to make a binding offer. To make such binding offer you have to (i) correctly fill in all necessary, valid and correct data on Bitpanda Systems and (ii) click/confirm the "Swap now" button (such offer a "Final Offer Swap" and item (ii) referred to as the "Final Offer Click Swap" together with the Final Offer Click Exchange and the Final Offer Click Savings the "Final Offer Clicks").

4.8.3 Interpretation of Final Offer Swap. Each Final Offer Swap is to be interpreted and qualified exclusively as a combination of (a) one Final Sell Offer Exchange (in respect of E-Token as defined in these Bitpanda GmbH & BAM TC and in respect of M-Token as defined in the Metals TC and in respect of A-Token as defined in the Bitpanda GmbH TC and as accepted and transmitted in accordance with the Financial Services TC) to receive F-Token in exchange for transfer of a specified amount and type of Token and (b) one corresponding Final Buy Offer Exchange (in respect of E-Token as defined in these Bitpanda GmbH & BAM TC and in respect of M-Token as defined in the Metals TC and in respect of A-Token as defined in the Financal Services TC and as accepted and transmitted in accordance with the Financial Services TC) to receive Token in exchange for payment of the amount of F-Token received under step (a.

No direct exchange of E-Token, M-Token or A-Token. While a Bitpanda Swap effectively and economically (after taking into consideration the applicable fees and spreads on Bitpanda Systems) corresponds to a direct exchange of E-Token, A-Token or M-Token (as the case may be), from a technical point of view, it is not possible to directly exchange E-Token, A-Token or M-Token into any other E-Token, A-Token or M-Token on Bitpanda Systems. If a Final Offer Swap is accepted, the relevant Token subject to the Bitpanda Swap will first be converted into F-Token/E-Money and, consequently, the resulting F-Token will be applied to purchase the Token you requested in the Final Offer Swap. This procedure will take place automatically and you will not be able to use the F-Token received in this process for any purpose other than completing the Bitpanda Swap.

4.9 The Final Offer Exchange, the Multiple Debit Order (as defined in point 5.1.1) and the Final Offer Swap are herein together referred to as "Bitpanda Client Offer".

4.10 Conditions of the binding offer. The conditions under which you may make a Bitpanda Client Offer are communicated to you on Bitpanda Systems and are valid for a certƒain period of time ("Client Offer Term"). During the Client Offer Term, you may validate and confirm the conditions with the Final Offer Click. If you fail to confirm the Final Offer during the Client Offer Term, the trading window will be refreshed and updated conditions will be displayed, and a new Client Offer Term commences.

4.11 Offer Period. You are bound by a Bitpanda Client Offer for a period of 24 hours after the respective Final Offer Click ("Offer Period"). The receipt of a Bitpanda Client Offer will be confirmed to you promptly.

4.12 Minimum transaction volume: In general, each Bitpanda Client Offer must have a value of at least EUR 1.00 (based on the figures used by Bitpanda System). For certain Token the minimum transaction volume may be higher than EUR 1.00 (if this is the case, the minimum value will be shown in Bitpanda Systems before making a Bitpanda Client Offer). You will not be able to make a Bitpanda Client Offer that falls below the minimum transaction volume.

4.13 Acceptance of Bitpanda Client Offer by factual fulfilment. A Bitpanda Client Offer may either be accepted by factual fulfilment of the offer (tatsächlicher Erfüllung des Angebots) within the Offer Period (the "Contract Conclusion and Order Fulfilment Action" or "CCOFA") or rejected. The Bitpanda Client will be informed about the acceptance or non-acceptance of the Bitpanda Client Offer. Factual fulfilment means the irrevocable crediting of the Token to your Bitpanda Client Account, which is displayed in your Bitpanda Wallet. In the case of a Bitpanda Swap that entails the sale and/or purchase of M-Token or A-Token, the relevant acceptance conditions for M-Token or A-Token, as set out in the Metals TC and the Financial Services TC will apply to that part of the Bitpanda Swap. For the avoidance of doubt, the factual fulfilment has not taken place for as long as the transaction is shown as "pending” on Bitpanda Systems.

4.14 Payment service provider. For any payments from and to you in a currency that is a legal tender a payment service provider is used.

4.15 No binding offers on Bitpanda Systems. Any figures, numbers or exchange reference prices on Bitpanda Systems, do not constitute binding offers for an exchange but an invitation to you to submit an offer for exchange on Bitpanda Systems (invitatio ad offerendum).

4.16 Unforeseeable delays. Due to unforeseeable technical disruptions, there may be delays in processing Bitpanda Client Offers.

4.17 Possible (significant) delays in Token transfer. Many E-Token (e.g. Bitcoin) are technically designed in such a way that access to the corresponding private key of a Wallet enables the irrevocable and unrecoverable withdrawal of these Token. Bitpanda has no influence on this characteristic. To make remote attack more difficult, most E-Token are stored "cold", i.e. offline, for security. 

Therefore, before any disposition of these Token, they must first be brought back online for technical reasons, which may cause delays in the transfer of Token to your Bitpanda Client Account. This may require additional work steps that cannot be automated and cause delays. These steps will be performed as soon as possible.

4.18 Fees. Each CCOFA triggers fees that the Bitpanda Client accepts with the Final Offer Click and that will be deducted after the CCOFA.

5. Bitpanda Savings

5.1 Bitpanda Systems offer Bitpanda Clients the option to create a savings plan ("Bitpanda Savings"). A Bitpanda Client can create a savings plan ("Bitpanda Savings Plan") on Bitpanda Systems in the following way:

5.1.1 Bitpanda Savings offer. You offer bindingly to purchase (part of an) E-Token or A-Token on a regular and recurring basis on Bitpanda Systems. To make such binding offer you have to (i) correctly fill in all necessary, valid and correct data on Bitpanda Systems and (ii) click/confirm the "Confirm now" button (such offer a "Multiple Debit Order" and item (ii) referred to as the "Final Offer Click Savings").

5.1.2 Interpretation of Multiple Debit Order. For the avoidance of doubt, each Multiple Debit Order is to be interpreted and qualified exclusively as "binding offer from the Bitpanda Client to accept the receipt of a specified Token on a regular and recurring basis at the market rates then applicable on Bitpanda Broker in exchange for regular and recurring fixed payment determined by the Bitpanda Client in a currency which is a legal tender".

5.1.3 Acceptance of Multiple Debit Order by factual fulfillment. The Multiple Debit Order may either be accepted or rejected. If a Multiple Debit Order is accepted in accordance with points 4.10 et. seq., a Bitpanda Savings Plan is being set up. The Bitpanda Client will be informed about the acceptance or non-acceptance of the Multiple Debit Order.

5.1.4 No guarantee of continued price stability. The prices displayed to you when making the Final Offer Click Savings are subject to market changes and while the amount spent remains the same, the amount of E-Token or A-Token you receive on a recurring basis may greatly vary. 

5.1.5 Cancellation of Multiple Debit Order by the Bitpanda Client. The Multiple Debit Order can be cancelled by following the steps as displayed on Bitpanda Systems.

5.1.6 Rejection of Multiple Debit Order. Each recurring Multiple Debit Offer may be rejected. This rejection shall not affect Token received by the Bitpanda Client prior to it under the Bitpanda Savings Plan.

5.1.7 Multiple Bitpanda Savings Plans. Each Bitpanda Client may have multiple Bitpanda Savings Plans, which are independent of each other, but each Bitpanda Savings Plan may only comprise a single type of Token.

5.2 Payment methods. In case of using Bitpanda Savings, you can choose between SEPA Direct Debit mandate or recurring credit card debiting as payment method:

5.2.1 SEPA Direct Debit mandate for Bitpanda Clients. By choosing the SEPA Direct Debit mandate, with the Final Offer Click Savings you revocably grant Bitpanda Payments GmbH a SEPA Direct Debit mandate for the collection of payments payable by you when due from your Client Bank Account. The initial setup of a SEPA Direct Debit mandate may take up to ten calendar days after submitting your necessary data on Bitpanda Systems until it is fully implemented and hence, can be executed. The same applies in case you amend the amount of your Bitpanda Savings Plan. 

5.2.2 Recurring credit card payment for Bitpanda Clients. By choosing the recurring credit card payments, you hereby revocably authorise Bitpanda Payments GmbH to charge your credit card accordingly with the amount due, in accordance with the general terms and conditions of your credit card. The initial setup of the credit card payment mandate may take up to ten calendar days after submitting your necessary data on Bitpanda Systems until it is fully implemented and hence can be executed. The same applies in case you amend the amount of your Bitpanda Savings Plan. 

5.2.3 Collection of payments and pre-notification. The time of collection from your payment is triggered up to ten days prior to the respective recurring purchase time specified by you. You will be notified of the payment amount and the debit dates per e-mail before collections of payments are made. 

5.2.4 Chargeback. You have the right to initiate a chargeback to your Client Bank Account within 56 calendar days (8 weeks) from the debit date without stating any reasons ("Chargeback”): The claim due is revived in case of a Chargeback.

5.2.5 Execution failure. If the execution of a Multiple Debit Order is not possible, for whatever reason, no Token will be credited to your Wallet. In such a case, you will be notified by e-mail of the failure of executing the Multiple Debit Order.

5.2.6 Revocation. You may revoke a Multiple Debit Order issued by SEPA Direct Debit or credit card at any time. A revocation shall take effect no later than two Business Days after your revocation was communicated on Bitpanda Systems. Please note that your Multiple Debit Order will still be executed after revocation or pause, provided that your revocation or pause falls between the time of collection from your bank account and the respective recurring purchase time.

5.3 Data disclosure. You have to disclosure all required data on Bitpanda Systems in the payment processes, particularly when paying via SEPA. If you do not comply with the data disclosure requirements, the respective payment cannot be matched with your Bitpanda Client Account. This leads to a manual tracking process. You have to bear the costs of the manual tracking process, if you are at fault and to the extent that such compensation fees are necessary to cover adequate costs to administer such deficiency.

5.4 Costs of failed payments. If the collection of the payment is not possible (e.g. bank refuses or rejects the Direct Debit) or a Chargeback occurs and you are at fault for such delay or failure, you will bear any resulting costs to the extent that such costs are necessary to cover adequate costs to administer such deficiency. Additionally, you authorise the re-execution of the payment on a later date. The provisions as set forth in point 19 of the Group TC apply equally in these cases.

5.5 Change of payments methods. The accepted payment methods may be changed, amended and/or disallowed for objectively justified reasons, if these changes are communicated to the Bitpanda Client in advance.

6. Bitpanda Wallet and Custodial Services

6.1 Bitpanda GmbH and BAM each are referred to as "Trustee" in the following paragraph 6. Please note that Custodial Services are offered by Bitpanda GmbH for Bitpanda GmbH Clients only; whereas Custodial Services are offered by BAM for BAM Clients only.

6.2 Custodial Services: Bitpanda Clients can exchange, sale and purchase E-Token, without needing to set-up their own wallet on each blockchain. In order to facilitate this, the Trustee offers custodial services for E-Token and displays the E-Token held in custody for Bitpanda Clients on their behalf on a custodial (Treuhand) basis with the Trustee as trustee (Treuhänder) and the Bitpanda Client as trustor (Treugeber) ("Bitpanda Custodial Services").

6.3 Terms and scope of Bitpanda Custodial Services. As trustor you are the beneficial owner (wirtschaftlicher Eigentümer) of your E-Token at all times and the Trustee, as trustee, is the legal owner (zivilrechtlicher Eigentümer) of your E-Token under Austrian civil law. The Trustee and the Bitpanda Client shall be bound by the following custody agreement (Treuhandvertrag) ("Custody Agreement"):

6.3.1 Bitpanda Custodial Services - and consequently the Custody Agreement (Treuhandvertrag) - are subject to successful completion of the Client Verification Process and the other terms of the Group TC. In addition, Bitpanda Custodial Services are subject to and limited by any additional requirements communicated to you upon or after depositing E-token to your Wallet, such as providing on request evidence of the source of funds in accordance with AML provisions.

6.3.2 The fiduciary property (Treuhandgut) shall consist of any and all E-Token deposited on your Wallet as a direct result of:

6.3.2.1 a purchase or Swap made on Bitpanda Systems (including Bitpanda Pro);

6.3.2.2 a Bitpanda Airdrop (as defined in point 15.1 of the Group TC);

6.3.2.3 a transfer under other circumstances than those mentioned under points 6.3.2.1 and 6.3.2.2 (for example, if you send Bitcoin from your external Bitcoin wallet to your Wallet), if either proof of funds was not requested or if you have provided sufficient proof of funds.

6.3.3 For the avoidance of doubt, any other E-Token that are, for whatever reason, credited to your Wallet (for example, if you make a transfer and cannot provide sufficient proof of funds), shall not constitute fiduciary property (Treuhandgut) and thus not be subject to the Custody Agreement.

6.3.4 The custody (Treuhand) shall be unilateral and the Trustee as trustee shall hold the fiduciary property at all times only on your behalf, notwithstanding point 20 of the Group TC. However, the Trustee will offer Bitpanda Custodial Services to all its clients (the Trustee will act as trustee for several clients at the same time) and may in addition hold or trade its own E-Token. You herewith release the Trustee from any restrictions against self-dealing and double representation in connection with its role as trustee and the other services offered by it on Bitpanda Systems.

6.3.5 Subject to fulfillment of the requirements set out above, the Custody Agreement commences on the date on which any (parts of) E-Token is deposited on your Wallet and is entered into for an indefinite period. The Custody Agreement ends automatically once all E-Token have been withdrawn from your Wallet.

6.3.6 The Custody Agreement may be terminated at any time by giving two weeks prior written notice to the other party. In addition, each party may terminate the agreement with immediate effect for cause (aus wichtigem Grund) which shall on behalf of the Trustee include the reasons stated in point 12.2 of the Group TC.

6.3.7 Notwithstanding any other termination right the Custody Agreement with Bitpanda GmbH may be terminated with immediate effect, if any E-Token that forms part of the fiduciary property is at any time classified as financial instrument or similar regulated asset under Austrian law.

6.3.8 In order to be able to exercise its rights under point 20 of the Group TC, the Trustee may retain parts of or all of the E-Token such that in the reasonable opinion of the Trustee, the retained amount of E-Token is of corresponding value to settle all Secured Claims in the event of an Enforcement.

6.3.9 The amount of E-Token held by the Trustee from time to time on your behalf is displayed via Bitpanda System. The Trustee undertakes to protect your E-Token to the extent that it is reasonably technically manageable in Bitpanda Systems and endeavours to store the majority of these "cold" – meaning offline. However, there is no obligation of the Trustee to hold E-Token in any specific form or system.

6.3.10 The Bitpanda Client remains in control of any E-Token held in their Wallet and may – subject to the conditions and limitations set out in these Bitpanda GmbH & BAM TC – at any time, dispose of the fiduciary property for example by transferring them to a wallet address outside of Bitpanda Systems if External Transfers are enabled (for further information please refer to point 7.3).

6.3.11 The purpose of the Custody Agreement is to provide a legal framework for the technical services offered by the Trustee in relation to your E-Token. The Trustee as trustee does not act as asset manager, investment adviser, portfolio manager or in a similar role and - notwithstanding point 21 of the Group TC and except where any mandatory law, any court order or verdict or similar instruction from any authority which is binding for the Trustee – does not actively engage in any transactions or make any observations or inquiries with regard to the fiduciary property.

6.3.12 As the beneficial owner of E-Token you bear all risk of loss (factual, legally and economically) of such E-Token, in particular any of the risks set out under point 24 of the Group TC. Any liability of the Trustee under or in connection with Bitpanda Custodial Services shall be limited in accordance with point 25 of the Group TC.

6.4 Consent. It is Bitpanda's objective to promote proof-of-stake mechanisms by providing E-Token to the respective network (you can learn more about proof-of-stake under https://www.bitpanda.com/academy/en/lessons/consensus-algorithms-proof-of-stake). Bitpanda and the Bitpanda Client hereby agree that the staking shall not affect the trust or the fiduciary property. The Bitpanda Client hereby agrees that Bitpanda may use E-Tokens of the Bitpanda Client for staking purposes, and that all resulting proceeds (staking rewards) shall accrue solely to Bitpanda. For those E-Tokens that the Bitpanda Client stakes himself, the previous sentence does not apply for the duration of the staking by the Bitpanda Client, but the Staking Terms (as outlined in Annex II). Instructions for the Bitpanda Client for staking your E-Token can also be found in Annex II A and Annex II B.

6.5 Other Token. A-Token, L-Token and F-Token constitute database entries recorded in a central database (F-Token as set out in point 14.4 of the Group TC). E-Money constitute e-money within the meaning of section 1 para 1 of the Austrian E-Money Act 2010 and is issued by Bitpanda Payments GmbH (as set out in the Group TC). The precious metals that constitute M-Token are physically stored by a third-party provider (please refer to Metals TC for further information). M-Token, A-Token, L-Token, F-Token and E-Money are thus not held on a custodial basis.

6.6 Unified wallet. To provide Bitpanda Clients with the best user experience and for the sake of clarity, all assets in your Wallet are displayed (including in an aggregated form) in a unified and similar fashion on Bitpanda Systems. These methods of presentation shall be considered for information purposes only and shall not have any effects on the different underlying legal concepts established under and set out in points 6.1 to 6.4.

6.7 Charges. As long as you are a Bitpanda Client, the regular use of the Bitpanda Custodial Services is free of charge. However, in case a person is no longer a Bitpanda Client and refuses to transfer their assets within a time-period of 14 days after the contractual relationship has ended, the Trustee is entitled to charge fees in the amount of 0,1 % but maximum EUR 30.00 per month of the value of the deposited E-Token for the usage of Bitpanda Custodial Services.

7. Transfers

7.1 Any transfers of assets from your Wallet are subject to the terms and restrictions of the Group TC, these Bitpanda GmbH & BAM TC and the applicable Affiliate TC and will be processed on Bitpanda Systems depending on the type of asset transferred and the recipient.

7.2 Internal Transfers. Transfers from your Wallet to a wallet on Bitpanda Systems will be affected by making the required database entries on Bitpanda Systems such that the transferred asset is displayed on Bitpanda Systems as withdrawal from your Wallet and credit to the recipient's wallet ("Internal Transfer"). An Internal Transfer is possible for Integrated E-Token and Trade Only E-Token.

7.3 External Transfers of Integrated E-Token. An E-Token transfer from your Wallet to a wallet outside Bitpanda Systems or an E-Token transfer from a wallet (or other source) outside Bitpanda Systems to your Wallet is only possible for Integrated E-Token ("External Transfer"). For such External Transfers the following rules apply:

7.3.1 External Transfers are processed in such a manner that the steps required under the protocol of the relevant E-Token (e.g. Ethereum Protocol) are initiated (for example, sign with a private key a transaction of the requested amount of E-Token from a wallet to a specific address). 

7.3.2 There is no guarantee, that any further steps that are outside of Bitpanda's sphere, that may be technically or factually required for the transaction to be considered finalized and irrevocable will be completed (e.g. that the transaction will be mined/minted and included in the next block of the relevant blockchain).

7.3.3 Transaction fees or miner-fees may be incurred, which must be borne by and settled directly by the Bitpanda Client.

7.3.4 The transaction-ID, as generated by each network (e.g. Bitcoin network), serves as irrefutable proof of the completed transfer of E-Token to the Bitpanda Client's last disclosed wallet address. Such transaction-ID will also be communicated to the Bitpanda Client's last disclosed e-mail address as part of a delivery confirmation e-mail.

7.3.5 The transaction is completed and cannot be reversed once the transaction appears on an external blockchain network. Upon signing the External Transfer, Bitpanda Systems no longer have any influence on the transaction and whether or not you or any third party have access to such transferred E-Token. The transfer can only be completed by a confirmation by the relevant network.

7.3.6 For the avoidance of doubt, assets other than Integrated E-Token (for example Trade Only E-Token, Index Only E-Token, F-Token, M-Token, E-Money etc.) cannot be transferred from your Wallet to a wallet outside Bitpanda Systems. No such request will be processed on Bitpanda Systems. 

7.4 Notification of correct wallet addresses outside of Bitpanda Systems. You are solely responsible to provide the correct, accurate and up to date wallet address outside of a Bitpanda System. This applies in particular to a transfer from a certain E-Token to a wallet address which is meant for another E-Token (e.g. Bitcoin to Litecoin). Any E-Token transferred to such address cannot be transferred back or sent to another wallet address.

7.5 Wallet addresses for External Transfers. Your Wallet(s) are not directly connected to the respective Blockchains or networks of the E-Token held by you. You therefore do not have an own or private address ("address" in this point 7.5. means a wallet address, the public key or a similar mapping associated with a wallet outside the Bitpanda Systems in relation to a Blockchain or an E-Token), to which you or a third party can directly make External Transfers. In order to, nevertheless, enable (indirect) External Transfers to your Wallet, Bitpanda Systems allow External Transfers of Integrated E-Token to an address of Bitpanda, whereupon this Integrated E-Token will be credited to your Wallet. 

If you deposit the E-Token for the first time, the prerequisites for using this function are, that you (i) select the E-Token you want to transfer on Bitpanda Systems, (ii) press on the three dots, which leads you to the “Deposit [Tokenname]” button and (iii) press “Create new address” on Bitpanda Systems. After successfully having accomplished those steps, a wallet address will be created and shown to you to which you can then transfer the corresponding E-Token.

IMPORTANT: If you do not use this wallet address within 30 days from its creation at least once, this address might be revoked due to inactivity. You will be notified by email in advance should the wallet address be revoked for this reason. It is recommended to always check the correct and current address on Bitpanda System and the function "Deposit" if you have not yet used this wallet address for External Transfers. If you have used the wallet address once, the allocated wallet address will not be changed by Bitpanda subsequently.

7.6 Refunds. You are obliged to ensure that in the case of E-Token refunds, which are made by third parties, that these transactions can be attributed undoubtedly to your relevant Wallet or yourself. Such a case may occur, when you transfer E-Token to a third party and the recipient sends the appropriate refunds back to this wallet.

8. Bitpanda Index

8.1 Bitpanda Systems offer the option to purchase, sell or exchange several E-Token in one transaction according to a pre-defined allocation of funds ("Bitpanda Index Programme"). To exchange and purchase/sell via Bitpanda Index Programme, point 4 et seq. of these Bitpanda GmbH & BAM TC shall apply equally.

8.2 Bitpanda Systems offer different allocation of funds for various E-Token showing the development of the allocated assets (each a "Bitpanda Index") from which Bitpanda Clients can choose freely and independently. The weighting of the allocation of Assets and the respective (re)calculation of the allocation of Assets in each Bitpanda Index is determined by external partners (third parties) who are independent of and outside the influence of Bitpanda ("Index Provider"). Bitpanda only carries out the Rebalancing (as defined in section 8.5 of these Bitpanda GmbH & BAM TC). However, individual E-Token may be excluded or removed (and the allocation of the remaining E-Token recalculated) from any Bitpanda Index from whenever such removal or exclusion is deemed necessary to comply with legal restrictions (e.g. regulatory requirements) or to mitigate risks, that are to be reasonably expected to materialise in connection with such E-Token (e.g. suspicion of fraud or market manipulation).

8.3 Bitpanda Client Offer. You can purchase, sell or swap E-Token according to a predefined allocation of funds represented as a Bitpanda Index, by creating a number of Bitpanda Client Offers with one 'click' (representing a Final Offer Click for each E-Token in the respective Bitpanda Index. However, the Bitpanda Client does not purchase a complete product or an index-representing token, but individual, in the Bitpanda Index contained E-Token (e.g. BCI5).

8.4 Index Wallet. The current balance of E-Token held using Bitpanda Index is recorded and displayed in a separate wallet in the respective Bitpanda Client Account ("Index Wallet").

8.5 Rebalancing of Assets. The Bitpanda Indices are adjusted according to changes in the crypto market as well as data calculated and provided by MarketVectors Indexes GmbH - a VanEck company, with registered seat in Kreuznacher Straße 30, 60486 Frankfurt am Main, Germany. During this process, the components and weightings of the Bitpanda Indices are reviewed and, as a result, reallocated according to the pre-defined parameters ("Rebalancing"). The Rebalancing happens in a predefined period of time (e.g. at the end of each month). Rebalancing will take place no later than two Business Days after the end of a period. Rebalancing creates corresponding Bitpanda Client Offers for the swap, purchase or sale of E-Token and are recorded and displayed in the Index Wallet.

8.6 Authorization of the Bitpanda GmbH Client. By selecting a Bitpanda Index, you confirm that Bitpanda GmbH is authorised to carry out the corresponding and periodic Bitpanda Client Offers for E-Token for the Rebalancing according to the Bitpanda Index you have selected.

8.7 Anticipated Bitpanda Client Offers of the BAM Client for Rebalancing. By selecting a Bitpanda Index, you confirm that you already submit a binding Bitpanda Client Offer for the purchasing, selling or swapping the relevant E-Token for the Rebalancing according to the Bitpanda Index you have selected. BAM solely purchases, sells or swaps E-Token in its own name and for its own account and has no decision-making authority of its own to execute a purchase, sale or swap of an E-Token on your behalf.

8.8 Trading fees. The Bitpanda Client has to pay price premiums in the amount of 1.99% in connection with each Bitpanda Client Offer during the Rebalancing.

8.9 Minimum size. Bitpanda Client Offers for Rebalancing are only executed above a minimum size of EUR 10 per order.

8.10 Rebalancing may have tax implications for the Bitpanda Client (see point 24 item xii of the Group TC).

8.11 No availability of certain Assets. It may happen that certain Assets included in the allocation of Assets (e.g. top 25 Assets by market capitalisation that should be reflected in the BCI25) are not offered on Bitpanda Systems, also not as Index Only E-Token. With regard to Assets that are not available on Bitpanda Systems to date, appropriate steps will be taken to integrate these Assets into the Bitpanda Systems within a reasonable period of time if there are no technical, legal and economic reasons against such an integration. If the integration of the respective Asset has been successfully completed, this E-Token will be added to the corresponding Index Wallet as part of the next Rebalancing at the price displayed on Bitpanda Systems on the day of the following Rebalancing. The extent to which new E-Token that were not previously available can be integrated on Bitpanda Systems (e.g. whether these E-Token can be traded/purchased on Bitpanda Systems as Integrated E-Token, Trade Only E-Token or Index Only E-Token) is decided on the basis of technical, legal and economic restrictions.

8.12 Exchange of E-Token in the Index Wallet. It is not possible to exchange individual E-Token which are displayed and booked in the Index Wallet. However, you can exchange (Swap or Sell) either (i) the total number of E-Token displayed and recorded in the Index Wallet or (ii)a proportionate number of E-Token displayed and recorded in the Index Wallet corresponding to the ratio of the selected allocation of assets, by creating corresponding Bitpanda Client Offers. Such Bitpanda Client Offer - in total or proportionate - is only possible above the minimum size according to point 8.9 of these Bitpanda GmbH & BAM TC.

8.13 No sending of E-Token. The E-Token recorded and displayed in the Index Wallet can neither be sent to other Bitpanda Clients nor to wallet addresses outside of Bitpanda Systems.

8.14 Termination of Bitpanda Index. The Bitpanda Index may be terminated or discontinued at any time. In the event of a termination of the Bitpanda Index, the Bitpanda Client will receive a notice of termination of the Bitpanda Index by email with a notice period of at least 30 days, whereby the other products and services on Bitpanda Systems remain unaffected. After expiration of this period, you can either sell or swap the E-Token displayed and posted in the Index Wallet.

9. Bitpanda Card

A digital asset-backed debit card ("Bitpanda Card") is offered subject to the following terms:

9.1 Partnership with Contis. Bitpanda Card is offered in partnership with UAB Finansinės paslaugos, company code 304406236, registered in the commercial register of the Republic of Lithuania, having a head office at Mėnulio g. 11-101, Vilnius, Lithuania ("Contis"). Contis is the issuer of the Bitpanda Card and is a member of the Visa card schemes ("Visa"), which allows your Bitpanda Card to operate as a regular Visa debit card. Usage of the Bitpanda Card is, in addition to the Group TC, the Bitpanda GmbH & BAM TC and all other documents referred herein, subject to the Contis Bitpanda Card Account Terms and Conditions (available at https://www.bitpanda.com/en/legal#terms-contis) and to the Contis Privacy Policy (available at https://www.bitpanda.com/en/legal#privacy-contis). When registering your Bitpanda Card, you must explicitly agree to the Contis Bitpanda Card Account Terms and Conditions and Contis Privacy Policy.

9.2 Prerequisites. To be able to register and use the Bitpanda Card you must (i) have a fully verified Bitpanda Client Account, (ii) be a resident in the Euro Area (i.e. resident of a European Union Member State that has adopted the euro as its currency) and (iii) have downloaded and installed the Bitpanda mobile app. Only one active Bitpanda Card per Bitpanda Client Account is allowed. BAM Clients are contracting with Bitpanda GmbH for Bitpanda Card.

9.3 (Legal) Name. Your Bitpanda Card can only be issued in your (legal) name and as registered with your Bitpanda Client Account.

9.4 Payment Assets. Bitpanda Card is only accepted at venues that accept Visa credit and debit card payments. You can connect up to two specific assets of your choice to your Bitpanda Card. The default asset that you connect to your Bitpanda Card is called the "Main Payment Asset" (e.g. E-Token wallet for Bitcoin) and the secondary asset that will be used only as a fallback is called the "Fallback Payment Asset" (e.g. your E-Token wallet for Ethereum; the Main Payment Asset and the Fallback Payment Asset together the "Payment Assets").

9.5 Sufficient balance. Card transactions can only be completed successfully if the transferred amount is fully covered by the value of the assets designated as Payment Assets. If a payment exceeds the value of your Main Payment Asset, the full amount will be deducted from the Fallback Payment Asset only. This helps to avoid failed transactions. If neither the value of your Main Payment Asset nor the value of your Fallback Payment Asset is sufficient to cover the transaction costs (including fees) on their own, the transaction will be cancelled, the envisaged payment will fail and your Bitpanda Card will be declined at the respective point of sale. Under certain circumstances, due to technical limitations outside Bitpanda Systems, an "offline" transaction made with your Bitpanda Card may be successful even though your Main Payment Asset and Fallback Payment Asset does not have a value corresponding to or exceeding the value of that transaction. However, you are liable for the full amount (including any fees) of such transaction and must repay such amount without undue delay. Point 20 of the Group TC applies.

9.6 Payment and transaction procedure for Bitpanda Clients. Any payments and transactions made via your Bitpanda Card will be made in EUR. This means that whenever you use (i.e. make a payment at a point of sale or ATM withdrawal) your Bitpanda Card the following procedure applies:

9.6.1 If you have linked an asset other than F-Token or E-Money, respectively, denominated in Euro ("EUR-F-Token" and “EUR-E-Money” and the sub-wallet where all EUR-F-Token or EUR-E-Money, respectively, are recorded, the "EUR F-Token Wallet" and the “EUR E-Money-Wallet”, respectively) as your Payment Asset (being the Main Payment Asset or - if the Main Payment Asset would not be sufficient to settle the payment - the Fallback Payment Asset)

9.6.1.1 you automatically offer (in the form of a Bitpanda Client Offer) to accept the receipt of an amount of EUR-F-Token / EUR-E-Money sufficient to cover the envisaged payment with your Bitpanda Card (including fees) in exchange for transfer of a corresponding amount of Token from your Payment Asset to Bitpanda GmbH. The offer acceptance and sale will be performed subject to and in accordance with the procedures set out in point 4.6 et seq.; and

9.6.1.2 the amount of EUR-F-Token / EUR-E-Money received from Bitpanda GmbH or BAM, respectively, (if the offer under point 9.6.1.1 is accepted by Bitpanda GmbH) will be deducted from your Fiat Wallet to settle your payment. For the avoidance of doubt: If Bitpanda GmbH or BAM, respectively, does not accept the offer made under point 9.6.1.1 in accordance with the procedures set out in point 4.6 et seq. your transaction will not be settled and the envisaged payment will be declined at the point of sale.

9.6.2 If the Payment Asset charged in the envisaged Bitpanda Card (being the Main Payment Asset or - if the Main Payment Asset would not be sufficient to settle the envisaged transaction - the Fallback Payment Asset) is your EUR Wallet, the required amount of EUR-F-Token or EUR-E-Money, respectively, will be deducted from your EUR Wallet to settle your payment.

9.7 Fees. In addition to any fees you may incur in connection with the sale of your Main Payment Asset and/or Fallback Payment Asset, an additional ATM withdrawal fee and a foreign exchange fee may be applicable. Fees may vary depending on your BEST VIP Level. You can find a detailed overview of all the fees here https://www.bitpanda.com/en/card.

9.8 Upfront deduction of funds. As the Bitpanda Card is a debit card, please note that for certain payments and transactions (such as reservations for hotels or car rentals or any other kind of deposits), the deduction of the value of the respective payment happens upfront. This means that the sale from your chosen Main Payment Asset and/or Fallback Payment Asset to your EUR Wallet and the respective Euro deduction will simultaneously take place at the time you initiate such a payment or transaction.

9.9 Limits. Certain limits (such as but not limited to spending limits, ATM withdrawal limits, the number of transactions you may perform within a specific time frame) may be applied. The current limits can be found here https://www.bitpanda.com/en/card. Such limits may change and/or be amended for objectively justified reasons. Objectively justified reasons within the meaning of this point 9.10 shall exist inter alia if, (i) circumstances arise which prove a deterioration of the financial situation of the Bitpanda Client or (ii) there is an objectively justified suspicion that the funds are used in an unlawful manner or (iii) the change is required to protect the Bitpanda Client.

9.10 Cashback. Voluntarily and until further notice Bitpanda Clients who are considered BEST VIPS with certain BEST VIP level , can receive cashbacks on purchases conducted with the Bitpanda Card ("Cashback"). The Cashback amount you may receive is a percentage of turnover made with your Bitpanda Card and that percentage will vary depending on your BEST VIP level. The Cashback will be credited directly to your Wallet after each successful transaction conducted with your Bitpanda Card.

9.11 Changes in BEST VIP level. If your BEST VIP level changes before 23:00 CET on any calendar day, such a change will be taken into consideration for any turnover made with your Bitpanda Card after the end of that calendar day (i.e. after 23:59:59 CET). Any changes of your BEST VIP level at or after 23:00 CET will only be considered after the end of the following CET calendar day. For example, if your BEST VIP changes from level 1 to level 2 on a Monday, at 16:00 CET, then the cash back percentage offered for BEST VIP level 2 will apply to any turnover made with your Bitpanda Card after Monday 23:59:59 CET. If your BEST VIP level changes on Monday at 23:04 CET, then the cash back percentage offered for that BEST VIP level will apply to any turnover made with your Bitpanda Card after Tuesday 23:59:59 CET.

9.12 Transaction history. All transactions successfully completed with your Bitpanda Card will be recorded in your Bitpanda Client Account, showing all historic transactions (including Cashback received thereon). It is attempted to record and display all historic transactions (including Cashback received thereon) correctly and without delay. However, due to technical issues (e.g. peculiarities of the card payment procedure such as transmission errors, change in the authorization procedure) discrepancies between the transactions shown in your Bitpanda Client Account and the actual transaction conducted with your Bitpanda Card might occur. These discrepancies will be corrected as soon as possible.

9.13 Failed transactions. If a Bitpanda Card transaction fails, you will receive a complementary push notification (if you have enabled push notifications on your device) with instructions on how to proceed. Most transaction fail due to (i) insufficient funds (ii) an excess of the daily Bitpanda Card limits, (iii) a blocking of the Bitpanda Card for other reasons (such as but not limited to: you have entered an incorrect pin, your Main Payment Asset and/or Fallback Payment Asset was in maintenance mode while initiating the payment, a technical issue occurred on the merchant’s side, etc).

9.14 Refunds for Bitpanda GmbH Clients. If you receive a refund in connection with a transaction made with your Bitpanda Card (for example: returned security deposits, canceled transactions, Chargebacks) such a refund, minus Bitpanda GmbH trading- and transaction premiums, will always be credited in EUR-F-Token or EUR-E-Money to your EUR EUR-F-Token Wallet and the EUR-E-Money Wallet. If you have received a Cashback for purchases that are, for whatever reason, refunded, you hereby grant Bitpanda GmbH the right to deduct the received Cashback directly from your EUR Wallet. If your EUR Wallet has insufficient funds, point 20 of the Group TC applies.

9.15 All existing and future services, promotions, rates and conditions of and in relation to Bitpanda Card may be amended, changed or terminated for objectively justified reasons. Gifts already received (e.g. Cashbacks) cannot be reclaimed from the Bitpanda Client. Certain Bitpanda Clients may be excluded from all or specific services and/or promotions in connection with Bitpanda Card for objectively justified reasons (e.g. regulatory or legal requirements).

9.16 Loss or theft. In case of loss or theft of your Bitpanda Card and/or the credentials (e.g. credit card number, pin or card validation code) of your Bitpanda Card, you must immediately block the Bitpanda Card in your Bitpanda Client Account and report loss or theft (as applicable) to the competent authorities and in accordance with the Contis Bitpanda Card Account Terms and Conditions.

9.17 Card blocking. In some instances, the Bitpanda Card will be blocked for you. This happens, if there are either (i) objective reasons relating to the security of the Bitpanda Card that justify it, or (ii) a suspicion of unauthorized or fraudulent use of the Bitpanda Card, or (iii) a Client Default occurred and either (a) the fulfilment of these payment obligations is jeopardized due to a deterioration or endangerment of the financial situation of the Bitpanda Client or (b) insolvency of the Bitpanda Client has occurred or is imminent.

9.18 Expiration. Your Bitpanda Card will expire automatically three years after its date of issuance and a replacement Bitpanda Card will be sent to you at no additional cost. For further information regarding termination please see Contis Bitpanda Card Account Terms and Conditions.

9.19 Security. Your Bitpanda Card should be used carefully and the necessary safety measures and precautions shall be applied. You must never share your Bitpanda Card number, CVV, PIN or SMS codes with anyone else. Bitpanda staff members will never ask for your CVV, PIN or SMS code (neither via phone nor via e-mail nor otherwise). Only you are responsible for keeping your Bitpanda Card and the credentials of your Bitpanda Card safe and confidential. If the Bitpanda Card is lost or stolen or if the Bitpanda Client discovers misuse with the Bitpanda Card, they must report this immediately on Bitpanda Systems.

Non-careful actions of the Bitpanda Client include but are not limited to:

• storing the Bitpanda Card in such a way that third parties can gain unauthorised access to it without considerable effort;

• recording the PIN on the Bitpanda Card;

• keeping the recorded PIN together with the Bitpanda Card;

• the use of the Bitpanda Card and card data for purposes other than payment transactions;

• the disclosure of the Bitpanda Card or card data to third parties, except for the purpose of making a payment. Under no circumstances must the PIN be disclosed.

9.20 Liability. Liability when using the Bitpanda Card is governed by the Contis Bitpanda Card Account Terms and Conditions (https://www.bitpanda.com/en/legal/bitpanda-card-account-terms-conditions)

9.21 Card blocking. Notwithstanding any other provisions of the Bitpanda GmbH & BAM TC, your Bitpanda Card may be blocked and/or you may be excluded you from using Bitpanda Card and/or from receiving any kind of Cashback, if (i) it is determined that your Main Payment Asset is exclusively or predominately your EUR Wallet, (ii) you use the Bitpanda Card in a way that (a) leads to an unjustified financial disadvantage for Bitpanda, (b) triggers a liability for damages of Bitpanda towards third parties, (c) is damaging to Bitpanda's reputation or (d) leads to Bitpanda participating in any illegal act, or (iii) Bitpanda violates obligations towards contractual partners due to the Bitpanda Clients card-use.

9.22 BAM Clients are contracting with Bitpanda GmbH for Bitpanda Card.

10. Miscellaneous

10.1 Priority of Bitpanda GmbH & BAM TC. Any terms and conditions of you are excluded from being applicable on the relationship between you and Bitpanda.

10.2 The Bitpanda GmbH & BAM TC shall continue to apply even after termination of the business relationship until complete settlement.

10.3 Contractual language. The Bitpanda GmbH & BAM TC are made and published in various languages. In case of any discrepancies or in case of dispute the German language version of the Bitpanda GmbH & BAM TC shall prevail.

Enclosure 1 – Bitpanda Loyalty Programme Benefits

Until further notice and subject to point 5 (Termination) of the Loyalty TC, LP Participants may benefit from the LP Benefits set out in this Enclosure 1. Any LP Benefits and the eligibility criteria to receive LP Benefits are not guaranteed, may be changed or amended by Bitpanda GmbH or BAM, respectively, anytime. 

1    BEST VIP Levels 

1.1    A LP Participant may benefit from LP Benefits under the Bitpanda Loyalty Programme depending on such LP Participant reaching a certain "BEST VIP Level" as outlined in point 1.2.

1.2    Reaching a BEST VIP Level depends on the number of BEST held in your Bitpanda Broker Wallet by a LP Participant from time to time. For the avoidance of doubt, any BEST holdings on Bitpanda Pro do not count towards reaching the BEST VIP Level thresholds as set out below. The following levels are distinguished:

2    LP Benefits

2.1    BEST VIP Level 1

LP Participants holding at least 10 BEST will reach BEST VIP Level 1. LP Participants with BEST VIP Level 1 are eligible for the following LP Benefits: 

2.1.1    actively claim Weekly Base Rewards as outlined in point 5.8;

2.1.2    actively claim additional Trading Rewards as outlined in point 5.10; 

2.1.3    receive Instant Trade Bonus as outlined in point 5.11; and

2.1.4    receive exclusive access to perks and benefits from Company Partners as outlined in point 3.

2.2    BEST VIP Level 2

LP Participants holding at least 1,000 BEST will reach BEST VIP Level 2. LP Participants with BEST VIP Level 2 are eligible for the following LP Benefits: 

2.2.1    all the LP Benefits the LP Participants with BEST VIP Level 1 - but the amount of rewards/benefits depends on their BEST VIP Level 2;

2.2.2    additional collection of Weekly Bonus Rewards as outlined in point 5.9;

2.2.3    participation in VIP Asset Voting as outlined in point 4.

2.3    BEST VIP Level 3

LP Participants holding at least 5,000 BEST will reach BEST VIP Level 3. LP Participants with BEST VIP Level 3 are eligible for the following LP Benefits: 

2.3.1    all the LP Benefits LP Participants with BEST VIP Level 2 - but the amount of rewards/benefits depends on their BEST VIP Level 3;

2.3.2    enjoy several Bitpanda Card Benefits;

2.3.3    benefits from the BEST VIP Affiliate Bonus as outlined in section 8.

2.4    BEST VIP Level 4

LP Participants holding at least 10,000 BEST will reach BEST VIP Level 4. LP Participants with BEST VIP Level 4 are eligible for the following LP Benefits: 

2.4.1    all the LP Benefits the LP Participants with BEST VIP Level 3 - but the amount of rewards/benefits depends on their BEST VIP Level 4;

2.4.2    benefits from lower deposit fees for credit card and SOFORT payments;

2.5    BEST VIP Level 5

LP Participants holding at least 50,000 BEST will reach BEST VIP Level 5. LP Participants with BEST VIP Level 5 are eligible for the following LP Benefits: 

2.5.1    all the LP Benefits the LP Participants with BEST VIP Level 4 - but the amount of rewards/benefits depends on their BEST VIP Level 5;

2.5.2    enjoy exclusive Bitpanda VIP Customer Support as outlined in section 7.

3    Partner Benefits

3.1    LP Participants with a BEST VIP Level get exclusive access to perks and benefits from certain companies and organisations, which cooperate with Bitpanda in order to offer Bitpanda Clients LP Benefits, ("Company Partners"). Please find an exemplary, non-binding list of benefits below:

(i)    discounts on Company Partners’ products;

(ii)    early access to Company Partners’ products and services;

(iii)    being rewarded with BEST for performing certain one-time actions, such as improving your Bitpanda Client Account security via a Company Partner. 

Depending on your BEST VIP Level, LP Benefits from Company Partners may become more significant and more exclusive.

3.2    Bitpanda makes no representations, with respect to type, quality or fitness of goods or services provided through the Bitpanda Loyalty Programme by Company Partners. Bitpanda shall in particular not be liable for any benefits or perks from Company Partners to which the Participant gains access through this Bitpanda Loyalty Programme.

4    BEST VIP Asset Voting 

4.1    LP Participants from BEST VIP Level 2 and higher have a vote in deciding which Token (A-Token, E-Token or M-Token) should be offered and traded in the future on Bitpanda Systems (“VIP Asset Voting”). For the avoidance of doubt, the LP Participant has neither voting rights in Bitpanda GmbH or any of its Affiliates or its governance, strategy and similar votes nor to any profit distributions or company decisions of any kind.

4.2    For this purpose, Bitpanda will conduct VIP Asset Voting on a regular basis. As soon as a new VIP Asset Voting goes live, Bitpanda will inform about it on social media and/or a blog post.

4.3    LP Participants (with BEST VIP Level 2 or higher) who are eligible to vote will be informed about all further voting processes the first time they log in to their Bitpanda Client Account via pop-up.

4.4    For purposes of voting, each LP Participant with BEST VIP Level 2 or higher may vote one time (for single choice voting) or multiple times (for multiple choice voting). Any amount of BEST held by an eligible LP Participant above the required BEST VIP Level 2 threshold shall not be relevant for voting purposes and therefore does not confer more voting power. 

4.5    The voting results are published anonymously by Bitpanda as a blog post https://blog.bitpanda.com/en and/or on other Bitpanda mediums such as Bitpanda’s social media channels or Bitpanda’s website. 

4.6    Following the results of the votes cast for a potential listing of a Token in the course of a VIP Asset Voting, Bitpanda will make reasonable efforts, but does neither guarantee nor promise, to offer (or not offer) such digital asset via Bitpanda Systems in the future. 

5    Rewards 

5.1    Until the envisaged go-live of the new weekly BEST rewards system on 1 August 2022 (as set forth in sections 5.3 to 5.15), as will be communicated by Bitpanda in a blog post and/or on other Bitpanda mediums such as Bitpanda’s social media channels or Bitpanda’s website, the following BEST rewards structure as set forth in these sections 5.1 and 5.2 shall apply. Participants, who (i) hold BEST in the Bitpanda Broker Wallet, (ii) trade at least once monthly and (iii) actively claim the monthly BEST rewards, shall be entitled to receive the following BEST rewards according to their BEST holdings in the Bitpanda Broker Wallet:

5.2    In addition to the above, you may be entitled to receive BEST rewards up to an additional 0.35% depending on your total amount traded in the previous month on the Bitpanda Broker - that is your trade activity from the 1st day of the previous month at 00:00 am CET, until the last day of the month at 11:59:59 pm CET. Any trading volume generated outside of Bitpanda Broker will not be taken into account. For the avoidance of doubt, it is hereby stated and clarified that any trading volume generated on Bitpanda Pro therefore will not be taken into account for the calculation of the BEST rewards. The rewards based on the Monthly Trading Volume are structured as follows:

1. (>=) €1,000:         +0.05% per month;

2. (>=) €5,000:         +0.15% per month;

3. (>=) €10,000:     +0.25% per month;

4. (>=) €50,000:     +0.35% per month;

5.3    From the go-live date of the updated Bitpanda Loyalty Programme planned for 1 August 2022, as will be communicated by Bitpanda in a blog post and/or on other Bitpanda mediums such as Bitpanda’s social media channels or Bitpanda’s website sections 5.1 to 5.2 will cease to be applicable and will be replaced by these sections 5.3 to 5.15 for an indefinite period of time unless terminated or modified by Bitpanda. LP Participants may be eligible to collect BEST as of this date, as described in Sections 5.3 through 5.15. 

5.4    Eligible LP Participants. LP Participants may be entitled to collect BEST through the BEST rewards system as set out in this point 5. To be eligible to do so, a LP Participant must (i) have a BEST VIP Level status as outlined in section 1.2, (ii) hold such number of BEST required for the VIP Level in their Bitpanda Broker Wallet (not Bitpanda Pro), (iii) trade at least one digital asset once a week on Bitpanda Systems (iv) actively accept these Terms and (v) actively claim these BEST Rewards. 

5.5    Reward System. The following rewards are offered within the Bitpanda Loyalty Programme: Weekly Base Rewards according to point 5.8, Weekly Bonus Rewards according to point 5.9, Trading Rewards according to point 5.10 (collectively referred to as "BEST Weekly Rewards") and Instant Trade Bonus according to point 5.11 (together with the BEST Weekly Rewards referred to as "BEST Rewards"). 

5.6    Snapshot. At the end of every week (Monday-Sunday), (i) a Bitpanda Client’s respective BEST, held in the Wallet assigned to the Bitpanda Broker (not Bitpanda Pro) ("BEST Holdings"), (ii) BEST VIP Level and (iii) weekly trading volumes are determined via a snapshot ("Snapshot"). The Snapshot will always take place every Sunday at 23:59:59 CET (Central European Time). Bitpanda GmbH intends to credit BEST Weekly Rewards to the respective Wallet designated for BEST ("BEST Wallet") on the following Monday for the previous week. That crediting may be delayed due to unforeseeable technical disruptions. The necessary steps for the BEST crediting will be taken as soon as possible. 

5.7    Active Claiming. Active claiming of BEST Rewards must be done as displayed on Bitpanda Systems by actively tapping the "Claim BEST Rewards" button ("Active Claiming"). A retroactive claim of BEST Rewards is excluded in any case. 

5.8    Weekly Base Rewards. LP Participants who meet the requirements of point 5.4 are eligible to collect weekly rewards in the amount of 0.10% of their BEST Holdings at the time of the Snapshot ("Weekly Base Rewards").

5.9    Weekly Bonus Rewards. LP Participants from BEST VIP Level 2 upwards can further claim BEST according to their BEST VIP Level on a weekly basis in addition to the Weekly Base Rewards ("Weekly Bonus Rewards"). The following table sets out the percentage rate of the Weekly Bonus Rewards:

5.10    Trading Rewards. In addition to the above, all LP Participants that fulfil all criteria as set forth in point 5.4 are eligible to receive further weekly BEST rewards if certain thresholds in trading volume are reached ("Trading Rewards") (as set out below in point 5.10.1 and 5.10.2). The Trading Rewards therefore depend on (i) the LP Participant’s trading volume and (ii) the type of digital asset class traded via Bitpanda Broker the previous week. The previous week is the week that ended with the respective Snapshot for each week. The Trading Rewards percentages refer to the BEST Holdings of the respective LP Participant at the moment of the Snapshot. 

5.10.1    Trading volume E-Token and M-Token. The trading volumes of E-Token and M-Token on Bitpanda Broker are added. The trading volume is calculated from the equivalent value of the E-Token or M-Token at the time of the respective trade. If the trading volumes exceed one of the following thresholds, the following Trading Rewards will be paid-out:

1. (>=) €1,000:         +0.01% per week;

2. (>=) €3,000:         +0.025% per week;

3. (>=) €10,000:     +0.05% per week; or

4. (>=) €30,000:     +0.075% per week;

5.10.2    Trading volume A-Token. The trading volumes of A-Token on Bitpanda Broker are added. The trading volume is calculated from the equivalent value of the E-Token or M-Token at the time of the respective trade. If the trading volumes exceed one of the following thresholds, the following Trading Rewards will be paid-out:

1. (>=) €3,000:         +0.01% per week;

2. (>=) €10,000:     +0.025% per week;

3. (>=) €30,000:     +0.05% per week; or

4. (>=) €100,000:     +0.075% per week;

5.11    Instant Trade Bonus. Via the Instant Trade Bonus, LP Participants may be entitled to collect further BEST rewards between 0.005% and 0.25% (depending on the Token the LP Participant has traded) of the volume traded on Bitpanda Broker - added instantly after every transaction to the BEST Wallet (“Instant Trade Bonus”). The amount of BEST rewards collected via the Instant Trade Bonus is adjusted according to the LP Participants BEST VIP Level. The higher the BEST VIP Level, the higher the Instant Trade Bonus the LP Participant may be entitled to collect. The following table sets out the percentage rate of the additional collection of BEST rewards via the Instant Trade Bonus: 

5.12    BEST Rewards are only designated to function as a loyalty programme for Bitpanda Clients being active on Bitpanda Broker.

5.13    For the avoidance of doubt, it is hereby clarified that BEST Rewards are performed only on Bitpanda Broker and in course of the Bitpanda Loyalty Programme and is neither linked nor incorporated in BEST itself. 

5.14    Bitpanda may amend or terminate the Bitpanda Loyalty Programme in accordance with points 3 and 11 and 12 of the Group TC, respectively. 

5.15    Bitpanda can withhold, pause or cancel payout of rewards, also if accrued and already claimed by you, anytime and you do not have any legal claim against Bitpanda in such case.

6    Bitpanda Card Benefits

6.1    Depending on the BEST VIP Level, LP Participants who are also Bitpanda Card users, enjoy several additional benefits (such as e.g. free ATM withdrawals, a reduced exchange fee ("FX"), and Cashback in Token). For further information on the Bitpanda Card please see section 9 of the Bitpanda GmbH & BAM TC (https://www.bitpanda.com/en/legal/bitpanda-general-terms-conditions) and the Contis Bitpanda Card Account Terms and Conditions (https://www.bitpanda.com/en/legal/bitpanda-card-account-terms-conditions ).

6.2    The detailed BEST VIP Level Bitpanda Card Benefits can be found under https://www.bitpanda.com/en/card. 

6.3    LP Participants who receive Cashback, are not eligible to receive the Instant Trade Bonus for the same transaction. 

7    Bitpanda VIP Customer Support

7.1    As a BEST VIP Level 5 LP Participant, you are automatically eligible for the "Bitpanda Plus Programme" (for further information to Bitpanda Plus Programme click here https://www.bitpanda.com/en/plus). As a LP Participant eligible for the Bitpanda Plus Programme, you will receive exclusive support with personalised updates about new products, increased limits for deposits and withdrawals and have a direct impact on upcoming features and asset listings. Please find an exemplary, non-binding list of benefits below: 

(i)    Exclusive support by Bitpanda Plus Programme key account managers;

(ii)    Get increased limits for deposits and withdrawals;

(iii)    Direct impact on upcoming features and asset listings;

(iv)    Personalised updates about new features & products;

(v)    Exclusive discounts and reduced trading premiums and payment fees upon request;

(vi)    Ability to block specific deposit and payout methods.

8    BEST VIP Affiliate Bonus

8.1    Bitpanda offers an affiliate programme ("VIP Affiliate Programme") (for further information on the Bitpanda affiliate programme click here https://www.bitpanda.com/en/affiliate-program).

8.2    LP Participants will receive higher commissions if they successfully recruit Bitpanda Clients while maintaining the required BEST VIP Level (BEST VIP Level 1 and higher as outlined in section 1.2).

8.3    The following percentages of revenue share are available for LP Participants with VIP Levels:

9    BEST Stimulus and Burn Programme

9.1    Bitpanda GmbH takes measures for BEST’s deflation to stabilise BEST’s intrinsic value: Bitpanda GmbH burns BEST in the amount of 25% of the collected trading premiums by BEST holders with a BEST VIP Level. This burning process is intended to be repeated monthly until a maximum of 75% of the total BEST (out of 1 billion BEST originally issued) has been burned (“BEST Stimulus and Burn Programme").

9.2    Any deflationary measures do not represent a claim on or against (Forderung gegenüber) Bitpanda GmbH or any of its Affiliates. Bitpanda GmbH may terminate, withhold or pause the BEST Stimulus and Burn Programme anytime for objectively justified reasons and you do not have any legal claim against Bitpanda in such case

Annex II A

Staking Terms for Bitpanda GmbH Clients

1 Scope and General Provisions

1.1 This Annex II A governs the business relationship between Bitpanda Clients and Bitpanda GmbH regarding the Staking Services (as defined below) offered on Bitpanda Systems (“Bitpanda GmbH Staking Terms”).

1.2 Staking Services. Staking is the process of participating in transaction validation on “Proof-of-Stake” blockchains (“Staking Asset Network”). Bitpanda Systems allow the option for Bitpanda Clients to contribute to transaction validation and earn rewards by offering to Bitpanda GmbH to stake certain E-Tokens based on the “Proof-of-Stake” consensus mechanism that are eligible for staking (“Staking-Eligible Asset”) and that they already hold in their Wallet on Bitpanda Systems (“Staking Service”). For more information on “proof-of-stake” consensus mechanism, please visit our website https://www.bitpanda.com/en/staking. The Staking Service is an optional service provided on Bitpanda Systems to Bitpanda Clients by facilitating the staking of their Staking-Eligible Assets. A Staking-Eligible Asset is not automatically staked for you but you need to actively offer to Bitpanda GmbH to stake (parts of) Staking-Eligible Asset as set out in point 2 (Staking & Unstaking).

2 Staking & Unstaking

2.1 Staking. The Staking Services on Bitpanda Systems are only offered in the following way:

2.1.1 Offer. You offer bindingly to stake (part of) your Staking-Eligible Assets on Bitpanda Systems.

2.1.2 How to make a binding offer. To make such a binding offer you have to (i) correctly fill in all necessary, valid and correct data on Bitpanda Systems and (ii) click/confirm the "Stake now" button (such offer the "Final Offer Staking" and item (ii) referred to as the "Final Offer Click Staking").

2.1.3 Interpretation of Final Offer Staking. Each Final Offer Staking is to be interpreted and qualified exclusively as "binding offer from the Bitpanda Client to Bitpanda GmbH to stake their selected Staking-Eligible Assets" For the avoidance of doubt, the Bitpanda Client will retain beneficial ownership of the Staking-Eligible Assets as long as they are staked on Bitpanda Systems.

2.2 Acceptance of Final Offer Staking. A Final Offer Staking may be accepted by Bitpanda GmbH by explicit offer acceptance to the Bitpanda Client on Bitpanda Systems within the Offer Period, or be rejected. The Bitpanda Client will be informed about the acceptance or non-acceptance of the Bitpanda Client Offer.

2.3 Staking Agreement. Upon Bitpanda GmbH accepting a Final Offer Staking, a continuing obligation (Dauerschuldverhältnis) between the Bitpanda Client and Bitpanda GmbH, entered into for an indefinite term (unbestimmte Dauer) (each a "Staking Agreement"), is concluded. Each time a Final Offer Staking is accepted, an individualStaking Agreement is entered into, independent of any other Staking Agreement made between the Bitpanda Client and Bitpanda GmbH. A Staking Agreement can be terminated by (i) the Bitpanda Client by way of Unstaking (as described below in point 2.5.) at all times, (ii) by Bitpanda GmbH in accordance with point 8 below. The Staking-Eligible Assets that have successfully been staked pursuant to a Staking Agreement ("Staked Assets"), will be shown on your E-Token Wallet and indicated as Flexible Staked Assets or Locked Staked Assets.

2.4 Staking service provider. Staking will be conducted by Bitpanda GmbH or by Bitpanda GmbH using a third party provider.

2.5 Unstaking. You can unstake (parts of) your Staked Assets in following way:

2.5.1 Declaration of termination. You declare bindingly to unstake (part of) your Staked Assets on Bitpanda Systems and terminate the respective Staking Agreement.

2.5.2 How to make a declaration of termination. To make such a binding declaration you have to (i) correctly fill in all necessary, valid and correct data on Bitpanda Systems and (ii) click/confirm the "Unstake now" button (such declaration the "Final Declaration Unstaking") and item (ii) referred to as the "Final Declaration Click Unstaking").

2.5.3 Interpretation of Final Declaration Unstaking. Each Final Declaration Unstaking is to be interpreted and qualified exclusively as "Unilateral binding declaration from the Bitpanda Client to Bitpanda GmbH to unstake their selected Staked Assets on their behalf and (partially) terminate the relating Staking Agreement." For the avoidance of doubt, the Final Declaration Unstaking is not required to be accepted by Bitpanda GmbH and becomes effective upon the Final Declaration Click Unstaking.

2.5.4 Locked Staked Assets. Staked Assets that are subject to a dedicated un-bonding period, as indicated by Bitpanda GmbH (“Un-bonding Period”), and are identified as Locked Staked Assets (“Locked Staked Assets”) will be locked-up and will only be unstaked, as laid out above, after the Un-bonding Period has elapsed. As prescribed by the Staking Asset Network, during an Un-bonding Period, no rewards will be distributed.
For certain Locked Staked Assets, the Un-bonding Period may be unknown and yet to be determined or changed by the Staking Asset Network’s governance or foundation and disclosed at a certain event, beyond Bitpanda GmbH’s sphere of influence (“Un-bonding Disclosure Event”). In such a case, Bitpanda GmbH will (a) inform the Bitpanda Client of the Un-bonding Disclosure Event and (b) after the Un-bonding Disclosure Event, Bitpanda GmbH will inform the Bitpanda Client of the Un-bonding Period, as early as possible.
In case of heavy utilisation of the Staking Asset Network or due to Bitpanda System’s limitation, the Un-bonding Period may be prolonged or the unstaking functionality may be disabled for a limited time by Bitpanda GmbH.

PLEASE NOTE THAT IN CASE OF AN UN-BONDING DISCLOSURE EVENT, THE UN-BONDING PERIOD, DURING WHICH THE LOCKED STAKED ASSETS ARE BEING LOCKED-UP, MAY BE SEVERAL MONTHS. BITPANDA GMBH SHALL NOT BE LIABLE FOR POTENTIAL LOSSES DERIVING FROM SUCH UN-BONDING PERIOD.

2.6 No Un-bonding Period for Flexible Staked Assets. Bitpanda Systems provide quasi-instant staking and unstaking for Flexible Staked Assets. Thus, the Staking-Eligible Asset will immediately be staked after the Final Offer Staking has been accepted by Bitpanda GmbH and hence generate Rewards (as defined below) for the Bitpanda Client (no bonding period).

2.7 No lock-up of Flexible Staked Assets. The Flexible Staked Asset can be unstaked at any time with immediate effect at the sole discretion of the Bitpanda Client (no lock-up). In this case the Bitpanda Client receives his Flexible Staked Assets, subject to the non-realization of the Slashing Risk outlined in point 7, back in their Wallet and all Rewards accrued on such Flexble Staked Assets until the relevant Final Offer Click Unstaking.

2.8 Offer Period. You are bound by a Final Offer Staking and for a period of 24 hours after the respective Final Offer Click ("Offer Period"). The receipt of a Final Offer Staking will be confirmed to you promptly.

2.9 Minimum transaction volume. In general, each Final Offer Staking must have a value of at least EUR 1.00 (based on the figures used by Bitpanda System). For certain Staking-Eligible Assets the minimum transaction volume may be higher than EUR 1.00 (if this is the case, the minimum value will be shown in Bitpanda Systems before making a Final Offer Staking). You will not be able to make a Final Offer Staking that falls below any of those thresholds.]

2.10 No binding offers on Bitpanda Systems. Any figures, numbers or exchange reference prices on Bitpanda Systems, do not constitute binding offers but an invitation to you to submit a Final Offer Staking on Bitpanda Systems (invitatio ad offerendum).

3 Rewards, Commission & Payout Interval

3.1 Rewards. When using the Staking Services you are eligible to receive rewards distributed to you on Bitpanda Systems, based on the amount of the Staked Assets and the rewards percentage of the respective Staking Asset Network (“Rewards”). As prescribed by the Staking Asset Network, during an Un-Bonding period you are not eligible to receive Rewards. The Staking Services are an optional feature on Bitpanda Systems. Therefore, the amount of the Rewards is determined by Bitpanda GmbH and Bitpanda GmbH may also not pay out Rewards to Bitpanda Clients. In any case, only rewards Bitpanda GmbH receives from the respective Staking Network can be paid out to the Bitpanda Client. If the Bitpanda Client does not receive any Rewards, no Commission pursuant to point 3.6 below has to be paid.

3.2 No risk/revenue sharing. The Staking Agreements entered into between the Bitpanda Client and Bitpanda GmbH and the related Staked Assets are independent of any other staking agreement and staked assets Bitpanda GmbH may maintain with its other clients and your Staked Assets are neither part of any risk nor revenue sharing scheme.

3.3 Estimated Rewards. The estimated rewards for each of the respective Staking-Eligible Asset available on Bitpanda System can be found here https://www.bitpanda.com/en/staking and are shown on Bitpanda Systems before the Final Offer Click Staking ("Estimated Reward"). The Estimated Reward (i) is an estimate only and (ii) may also change at any time based on the Staking Network and shall thus only be considered as indication for comparison purposes. Bitpanda GmbH does not guarantee that an Estimated Reward can actually be realised by the Bitpanda Client.

3.4 Compounding. Your Rewards will be compounded by automatically staking any Rewards distributed to your E-Token Wallet on Bitpanda Systems.

3.5 Payout interval. Rewards will be paid out once a week for every Staked Asset, irrespective of the applicable rewards period of the Staking Asset Network, unless otherwise specified and communicated so to the Bitpanda Client. This also applies if a Staked Asset needs to be claimed manually per the Staking Network’s protocol. Paid out Rewards will be visible to the Bitpanda Client as “Staking Rewards” on Bitpanda Systems.

3.6 Commission. A commission for the provision of the Staking Services will be charged. This commission will be automatically deducted from your Rewards before Rewards will be paid out to the Bitpanda Client. Depending on the BEST VIP Level of the Bitpanda Client as set out and defined point 1 of Annex I to the Bitpanda Loyalty Programme Terms (for more information see Annex I above and https://www.bitpanda.com/en/legal/bitpanda-loyalty-program-best-terms-explanatory-notes), the commission deducted by Bitpanda GmbH is as follows:

3.7 Tax. Receiving Rewards may have tax implications for you as a Bitpanda Client (see point 24.1 item xii of the Group TC).

4 Obligations of the Bitpanda Client

4.1 The Bitpanda Client confirms that it has adequately informed itself about staking and the risks associated therewith, has decided solely on the participation in the Staking Services on this information basis and acknowledges that it is his responsibility to continuously inform itself about possible changes in the risks associated with taking.

4.2 It is the sole responsibility of the Bitpanda Client to monitor his Staking-Eligible Assets and, if necessary, to actively initiate measures to unstake his crypto assets in a timely manner.

5 Limitations

Certain services offered on Bitpanda Systems will be limited for the Staked Asset. Staked Asset thus need to be unstaked first in order to:

• be sold

• swapped

• transferred within Bitpanda Systems or to an external wallet address; or

• used as Primary or Secondary Payment Asset for the Bitpanda Card (for more information on Bitpanda Card please see here: https://www.bitpanda.com/en/card).

6 Discontinuation of Staking-Eligible Assets

6.1 Discontinuation of Staking-Eligible Assets. Individual Assets may be discontinued as Staking-Eligible Assets by Bitpanda at any time ("Discontinued Asset"), upon which it will not be possible to make a new Final Offer Staking with respect to a Discontinued Asset. If you have entered into one or more Staking Agreements (which have not otherwise been terminated) with respect to Discontinued Asset, you will be informed of any such discontinuation and Bitpanda GmbH will terminate the relevant Staking Agreement(s) in accordance with point 7.

6.2 For the avoidance of doubt, other Staking-Eligible Assets and Staking Agreements remain unaffected of any discontinuation.

7 Risks and Limitation of Liability for Un-bonding Period

7.1 Staking involves certain risks in addition to the risks outlined in point 24 of the Group TC. Amongst others, in the course of Staking some Staking Asset Networks impose penalties in case validators fail to to operate services in accordance with the Staking Asset Network ("Slashing").

7.2 Bitpanda GmbH will compensate you if the Slashing did not result out of (i) malicious acts by third parties (e.g. hackers), (ii) failures, bugs or errors of the respective Staking Asset Network or any software used by you or (iii) a force majeure event.

7.3 Bitpanda GmbH shall not be liable for any losses resulting from the Bitpanda Client not being able to dispose of its Locked Staked Assets, as this is prescribed by the Staking Asset Network and generally beyond Bitpanda GmbH’s sphere of influence.

8 Termination of Staking Services

8.1 The Staking Services on Bitpanda Systems as a whole and/or individual Staking Agreements may be terminated by Bitpanda GmbH in writing by email to the Bitpanda Client and with a notice period of at least 30 days with respect to Flexible Staked Assets and at least 15 days with respect to Locked Staked Assets. The termination of Staking Services as a whole shall also include the termination of all Staking Agreements with the Bitpanda Client. All other products and services on Bitpanda Systems remain unaffected.

8.2 After expiration of the notice period set out in point 8.1, the relevant Staking Agreement(s) will lapse and (a) the Flexible Staked Assets previously subject to those Staking Agreement(s) will be automatically unstaked and shown in the E-Token Wallet, (b) the Locked Staked Assets previously subject to those Staking Agreement(s) will be automatically unstaked and shown in the E-Token Wallet subject to the Un-Bonding Period.

8.3 This point has no effect on the provisions for the termination for cause, according to point 12 of the Group TC.

9 Final Provisions

9.1 These Bitpanda GmbH Staking Terms shall be governed by Austrian law to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods of 11.4.1980 (UN Sales Convention). Place of jurisdiction is Vienna, Austria.

9.2 These Bitpanda GmbH Staking Terms have been drafted in both German and English. In the event of any disputes arising between the two versions the German version shall supersede and replace in its entirety any interpretation or ambiguity.

Annex II B - Staking Terms for BAM Clients

1 Scope and General Provisions

1.1 This Annex II B governs the business relationship between BAM Clients and BAM regarding the Staking Services (as defined below) offered on Bitpanda Systems (“BAM Staking Terms”).

1.2 Staking Services. Staking is the process of participating in transaction validation on “Proof-of-Stake” blockchains (“Staking Asset Network”). Bitpanda Systems allow the option for BAM Clients to contribute to transaction validation and earn rewards by offering to BAM to stake certain E-Tokens based on the Proof-of-Stake consensus mechanism that are eligible for staking (“Staking-Eligible Asset”) and that they already hold in their Wallet on Bitpanda Systems (“Staking Service”). For more information on “proof-of-stake” consensus mechanism, please visit our website https://www.bitpanda.com/en/staking. The Staking Service is an optional service provided on Bitpanda Systems to BAM Clients by facilitating the staking of their Staking-Eligible Assets. The Staking Services are offered together with third party staking service providers. A Staking-Eligible Asset is not automatically staked for you but you need to actively offer to BAM to stake (parts of) Staking-Eligible Asset as set out in point 2 (Staking & Unstaking).

2 Staking & Unstaking

2.1 Staking. The Staking Services on Bitpanda Systems are only offered in the following way:

2.1.1 Offer. You offer bindingly to stake (part of) your Staking-Eligible Assets on Bitpanda Systems.

2.1.2 How to make a binding offer. To make such a binding offer you have to (i) correctly fill in all necessary, valid and correct data on Bitpanda Systems and (ii) click/confirm the "Stake now" button (such offer the "Final Offer Staking" and item (ii) referred to as the "Final Offer Click Staking").

2.1.3 Interpretation of Final Offer Staking. Each Final Offer Staking is to be interpreted and qualified exclusively as "binding offer from the BAMClient to BAM to stake their selected Staking-Eligible Assets" For the avoidance of doubt, the BAM Client will retain beneficial ownership of the Staking-Eligible Assets as long as they are staked on Bitpanda Systems.

2.2 Acceptance of Final Offer Staking. A Final Offer Staking may be accepted by BAM by explicit offer acceptance to the BAM Client on Bitpanda Systems within the Offer Period, or be rejected. The BAM Client will be informed about the acceptance or non-acceptance of the BAM Client Offer.

2.3 Staking Agreement. Upon BAM accepting a Final Offer Staking, a continuing obligation (Dauerschuldverhältnis) between the BAM Client and BAM, entered into for an indefinite term (unbestimmte Dauer) (each a "Staking Agreement"), is concluded. Each time a Final Offer Staking is accepted, an individual Staking Agreement is entered into, independent of any other Staking Agreement made between the BAM Client and BAM. A Staking Agreement can be terminated by (i) the BAM Client by way of Unstaking (as described below in point 2.5.) at all times, (ii) by BAM in accordance with point 8 below. The Staking-Eligible Assets that have successfully been staked pursuant to a Staking Agreement ("Staked Assets"), will be shown on your E-Token Wallet and indicated as Flexible Staked Assets or Locked Staked Assets.

2.4 Staking service provider. Staking will be conducted by BAM or by BAM using a third party provider.

2.5 Unstaking. You can unstake (parts of) your Staked Assets in following way:

2.5.1 Declaration of termination. You declare bindingly to unstake (part of) your Staked Assets on Bitpanda Systems and terminate the respective Staking Agreement.

2.5.2 How to make a declaration of termination. To make such a binding declaration you have to (i) correctly fill in all necessary, valid and correct data on Bitpanda Systems and (ii) click/confirm the "Unstake now" button (such declaration the "Final Declaration Unstaking) and item (ii) referred to as the "Final Declaration Click Unstaking").

2.5.3 Interpretation of Final Declaration Unstaking. Each Final Declaration Unstaking is to be interpreted and qualified exclusively as "Unilateral binding declaration from the BAM Client to BAM to unstake their selected Staked Assets on their behalf and (partially) terminate the relating Staking Agreement." For the avoidance of doubt, the Final Declaration Unstaking is not required to be accepted by BAM and becomes effective upon the Final Declaration Click Unstaking.

2.5.4 Locked Staked Assets. Staked Assets that are subject to a dedicated un-bonding period, as indicated by BAM (“Un-bonding Period”), and are identified as Locked Staked Assets (“Locked Staked Assets”) will be locked-up and will only be unstaked, as laid out above, after the Un-bonding Period has elapsed. As prescribed by the Staking Asset Network, during an Un-bonding Period, no rewards will be distributed.
For certain Locked Staked Assets, the Un-bonding Period may be unknown and yet to be determined or changed by the Staking Asset Network’s governance or foundation and disclosed at a certain event; beyond BAM’s sphere of influence (“Un-bonding Disclosure Event”). In such a case BAM will (a) inform the BAM Client of the Un-bonding Disclosure Event and (b) after the Un-bonding Disclosure Event, BAM will inform the BAM Client of the Un-bonding Period, as early as possible.
In case of heavy utilisation of the Staking Asset Network or due to Bitpanda System’s limitation, the Un-bonding Period may be prolonged or the unstaking functionality may be disabled for a limited time by BAM.

PLEASE NOTE THAT IN CASE OF AN UN-BONDING DISCLOSURE EVENT, THE UN-BONDING PERIOD, DURING WHICH THE LOCKED STAKED ASSETS ARE BEING LOCKED-UP, MAY BE SEVERAL MONTHS. BAM SHALL NOT BE LIABLE FOR POTENTIAL LOSSES DERIVING FROM SUCH UN-BONDING PERIOD.

2.6 No Un-bonding Period for Flexible Staked Assets. Bitpanda Systems provide quasi-instant staking and unstaking for Flexible Staked Assets. Thus, the Staking-Eligible Asset will immediately be staked after the Final Offer Staking has been accepted by BAM and hence generate Rewards (as defined below) for the BAM Client (no bonding period).

2.7 No lock-up for Flexible Staked Assets. The Flexible Staked Asset can be unstaked at any time with immediate effect at the sole discretion of theBAM Client (no lock-up). In this case the BAMClient receives his Flexible Staked Assets, subject to the non-realization of the Slashing Risk outlined in point 7, back in their Wallet and all Rewards accrued on such Flexible Staked Assets until the relevant Final Offer Click Unstaking.

2.8 Offer Period. You are bound by a Final Offer Staking and for a period of 24 hours after the respective Final Offer Click ("Offer Period"). The receipt of a Final Offer Staking will be confirmed to you promptly.

2.9 Minimum transaction volume. In general, each Final Offer Staking must have a value of at least EUR 1.00 (based on the figures used by Bitpanda System). For certain Staking-Eligible Assets the minimum transaction volume may be higher than EUR 1.00 (if this is the case, the minimum value will be shown in Bitpanda Systems before making a Final Offer Staking). You will not be able to make a Final Offer Staking that falls below any of those thresholds.]

2.10 No binding offers on Bitpanda Systems. Any figures, numbers or exchange reference prices on Bitpanda Systems, do not constitute binding offers but an invitation to you to submit a Final Offer Staking on Bitpanda Systems (invitatio ad offerendum).

3 Rewards, Commission & Payout Interval

3.1 Rewards. When using the Staking Services you are eligible to receive rewards distributed to you on Bitpanda Systems, based on the amount of the Staked Assets and the rewards percentage of the respective Staking Asset Network (“Rewards”). As prescribed by the Staking Asset Network, during an Un-bonding period you are not eligible to receive Rewards. The Staking Services are an optional feature on Bitpanda Systems. Therefore, the amount of the Rewards is determined by BAM and BAM may also not pay out Rewards to BAM Clients. In any case, only rewards BAM receives from the respective Staking Network can be paid out to the BAM Client. If the BAM Client does not receive any Rewards, no Commission pursuant to point 3.6 below has to be paid.

3.2 No risk/revenue sharing. The Staking Agreements entered into between the BAM Client and BAM and the related Staked Assets are independent of any other staking agreement and staked assets BAM may maintain with its other clients and your Staked Assets are neither part of any risk nor revenue sharing scheme.

3.3 Estimated Rewards. The estimated rewards for each of the respective Staking-Eligible Asset available on Bitpanda System can be found here https://www.bitpanda.com/en/staking and are shown on Bitpanda Systems before the Final Offer Click Staking ("Estimated Reward"). The Estimated Reward (i) is an estimate only and (ii) may also change at any time based on the Staking Network and shall thus only be considered as indication for comparison purposes.BAM does not guarantee that an Estimated Reward can actually be realised by the BAM Client.

3.4 Compounding. Your Rewards will be compounded by automatically staking any Rewards distributed to your E-Token Wallet on Bitpanda Systems.

3.5 Payout interval. Rewards will be paid out once a week for every Staked Asset, irrespective of the applicable rewards period of the Staking Asset Network, unless otherwise specified and communicated so to the BAM Client. This also applies if a Staked Asset needs to be claimed manually per the Staking Network’s protocol. Paid out Rewards will be visible to the BAM Client as “Staking Rewards” on Bitpanda Systems.

3.6 Commission. A commission for the provision of the Staking Services will be charged. This commission will be automatically deducted from your Rewards before Rewards will be paid out to the BAM Client. Depending on the BEST VIP Level of the BAM Client as set out and defined point 1 of Annex I to the Bitpanda Loyalty Programme Terms (for more information see Annex I above and https://www.bitpanda.com/en/legal/bitpanda-loyalty-program-best-terms-explanatory-notes), the commission deducted by BAM is as follows:

3.7 Tax. Receiving Rewards may have tax implications for you as a BAM Client (see point 24 item xii of the Group TC).

4 Obligations of the BAM Client

4.1 The BAM Client confirms that it has adequately informed itself about staking and the risks associated therewith, has decided solely on the participation in the Staking Services on this information basis and acknowledges that it is his responsibility to continuously inform itself about possible changes in the risks associated with taking.

4.2 It is the sole responsibility of the BAM Client to monitor his Staking-Eligible Assets and, if necessary, to actively initiate measures to unstake his crypto assets in a timely manner.

5 Limitations

Certain services offered on Bitpanda Systems will be limited for the Staked Asset. Staked Asset thus need to be unstaked first in order to:

• be sold

• swapped

• transferred within Bitpanda Systems or to an external wallet address; or

• used as Primary or Secondary Payment Asset for the Bitpanda Card (for more information on Bitpanda Card please see here: https://www.bitpanda.com/en/card).

6 Discontinuation of Staking-Eligible Assets

6.1 Discontinuation of Staking-Eligible Assets. Individual Assets may be discontinued as Staking-Eligible Assets by Bitpanda at any time ("Discontinued Asset"), upon which it will not be possible to make a new Final Offer Staking with respect to a Discontinued Asset. If you have entered into one or more Staking Agreements (which have not otherwise been terminated) with respect to Discontinued Asset, you will be informed of any such discontinuation and BAM will terminate the relevant Staking Agreement(s) in accordance with point 8.

6.2 For the avoidance of doubt, other Staking-Eligible Assets and Staking Agreements remain unaffected of any discontinuation.

7 Risks and Limitation of Liability for Un-bonding Period

7.1 Staking involves certain risks in addition to the risks outlined in point 24 of the Group TC. Amongst others, in the course of Staking some Staking Asset Networks impose penalties in case validators fail to to operate services in accordance with the Staking Asset Network ("Slashing").

7.2 BAM will compensate you if the Slashing did not result out of (i) malicious acts by third parties (e.g. hackers), (ii) failures, bugs or errors of the respective Staking Asset Network or any software used by you or (iii) a force majeure event.

7.3 BAM shall not be liable for any losses resulting from the BAM Client not being able to dispose of its Locked Staked Assets, as this is generally prescribed by the Staking Asset Network and beyond BAM’s sphere of influence.

7.4 Until further notice BAM will compensate you if the Slashing did not result out of (i) malicious acts by third parties (e.g. hackers), (ii) failures, bugs or errors of the respective Staking Asset Network or any software used by you or (iii) a force majeure event.

8 Termination of Staking Services

8.1 The Staking Services on Bitpanda Systems as a whole and/or individual Staking Agreements may be terminated by BAM in writing by email to the BAMClient and with a notice period of at least 30 days with respect to Flexible Staked Assets and at least 15 days with respect to Locked Staked Assets. The termination of Staking Services as a whole shall also include the termination of all Staking Agreements with the BAMClient. All other products and services on Bitpanda Systems remain unaffected

8.2 After expiration of the notice period set out in point 8.1, the relevant Staking Agreement(s) will lapse and (a) the Staked Assets previously subject to those Staking Agreement(s) will be automatically unstaked and shown in the E-Token Wallet, (b) the Locked Staked Assets previously subject to those Staking Agreement(s) will be automatically unstaked and shown in the E-Token Wallet, subject to the Un-Bonding Period.

8.3 This point has no effect on the provisions for the termination for cause, according to point 12 of the Group TC. Without prejudice to any other termination rights, BAM may in particular terminate the Staking Services on the Bitpanda Systems as a whole and/or certain individual Staking Agreements (without notice) if the Staking Services are at any time classified as a regulated activity under German law, for which BAM does not hold the required license.

9 Final Provisions

9.1 These BAM Staking Terms shall be governed by German law to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods of 11.4.1980 (UN Sales Convention). Place of jurisdiction is Frankfurt am Main, Germany.

9.2 These BAM Staking Terms have been drafted in both German and English. In the event of any disputes arising between the two versions the German version shall supersede and replace in its entirety any interpretation or ambiguity.