1.1. These terms and conditions relating to our cryptocurrency offering (“Crypto Terms”) are between you (the "User", "you" or "your") and Cleo Ltd. ("Cleo", "we", "us" or "our"). They constitute an agreement which sets out the terms of how we will give you access to exposure to certain cryptocurrencies (the “Crypto Services”). Before you can obtain such exposure you are required to read these Crypto Terms and the various associated risk warnings and manually accept the icon confirming your acknowledgment of the associated risks in dealing with cryptocurrencies and your agreement with these Crypto Terms.
1.2. Cleo is a company incorporated in England and Wales with company number 09864205 and whose registered office is at 8 Blackstock Mews, London, England, N4 2BT.
1.3. It is important to note that the services we provide in relation to these Crypto Terms are unregulated in the United Kingdom. Cryptocurrencies are not regulated by the FCA (and the UK’s money laundering authority) on this basis they do not fall within the scope of the UK’s measures implementing the Payments Services Directive, the second Electric Money Directive or the third Money Laundering Directive.
1.4. If you do not accept these Crypto Terms you are not permitted to use our Crypto Services.
1.5. These terms should be read in accordance with our General Terms of Service. Any defined terms which are not defined in these Crypto Terms will be defined in our General Terms of Service, accessible here.
1.6. In the event of any conflict or inconsistency between:
1.6.1. our General Terms of Service; and
1.6.2. these Crypto Terms, the latter will prevail and take precedence.
Please read the following risk warnings carefully.
2.1. The trading of goods and products, real or virtual, as well as virtual currencies involves significant risk. Prices can and do fluctuate on any given day. Due to such price fluctuations, you may increase or lose value in your assets at any given moment. Any currency - virtual or not - may be subject to large swings in value and may even become worthless. There is an inherent risk that losses will occur as a result of buying, selling or exchanging anything on a market.
2.2 Cryptocurrency exchanges also carry special risks not generally shared with official currencies or goods or commodities in a market. Unlike most currencies, which are backed by governments or other legal entities, or by commodities such as gold or silver, cryptocurrency is a unique type of currency, backed by technology and trust. There is no central bank that can take corrective measure to protect the value of cryptocurrency in a crisis or issue more currency.
2.3 Instead, cryptocurrencies are an as-yet autonomous and largely unregulated worldwide system of currency firms and individuals. Traders of such currencies put their trust in a digital, decentralised and partially anonymous system that relies on peer-to-peer networking and cryptography to maintain its integrity.
2.4. Cryptocurrency exchanges are probably susceptible to irrational (or rational) bubbles or loss of confidence, which could collapse demand relative to supply. For example, confidence might collapse in Bitcoin because of unexpected changes imposed by the software developers or others, a government crackdown, the creation of superior competing alternative currencies, or a deflationary or inflationary spiral. Confidence might also collapse because of technical problems: if the anonymity of the system is compromised, if money is lost or stolen, or if hackers or governments are able to prevent any transactions from settling.
2.5. The price or value of cryptocurrency can rapidly increase or decrease at any time and may even fall to zero. The risk of loss in trading or holding cryptocurrencies can be substantial and can result in the loss of your entire exposure.
2.6. There may be additional risks that we have not foreseen or identified in these Crypto Terms or our other risk warnings.
2.7. You should carefully assess whether your financial situation and tolerance for risk is suitable for any form of exposure to cryptocurrencies.
2.8. Our banking providers do not transfer cryptocurrencies, exchange cryptocurrencies, or provide any services in connection with cryptocurrencies.
3.1. By enabling "Bitcoin mode" within your Cleo wallet and using the Crypto Services, you expressly represent and warrant that:
3.1.1. you have accepted these Crypto Terms which can be found here;
3.1.2. you have the full capacity to accept these Crypto Terms and enter into a transaction involving cryptocurrencies;
3.1.3. you are a resident within the European Economic Area;
3.1.5. you are familiar with the nature and workings of the technology behind cryptocurrency, and in particular, the irreversibility of transactions and the apparent risks associated with exposure to cryptocurrencies.
3.2. In order to access the Crypto Services you will need to turn on Bitcoin by interacting with Cleo via Facebook Messenger and upon accepting these Crypto Terms, you will be able to convert your Cleo Wallet balance into cryptocurrency and ensure all ensuing manual or auto-saving transfers to the Cleo Wallet will be converted to cryptocurrency.
3.3. Subject to clause 3.2, once you turn on 'bitcoin' you will be able to gain access to cryptocurrency exposure.
4.1. Cleo will offer you cryptocurrency exposure as part of the Crypto Services. You will be able to use the Electronic Money currently being held in your Cleo Wallet (i.e. standard, non virtual currency that is issued by a central bank, otherwise known as “fiat currency”) to obtain exposure to Bitcoin ("BTC"). See term 4.1.1:
4.1.1 Bitcoin (“BTC”);
for more information on this cryptocurrency, please see our Bitcoin Private Alpha FAQs. We will update you by Communications via the Cleo Dashboard when any additional cryptocurrencies are added to the Crypto Services.
4.2. When you wish to gain or limit your exposure to cryptocurrency, you will effectively instruct Cleo to effect a buy or sell order on your behalf via a partnered cryptocurrency exchange being, Coinbase (a “Crypto Exchange”). As a User you will have no relationship, contractual or otherwise, with the Crypto Exchange. Cleo will be the contracting party for each exchange with the Crypto Exchange and we will carry out such exchanges in relation to your transaction.
4.3. Subject to clause 7 below, once Cleo has completed a successful exchange, you will have a beneficial interest in the requested cryptocurrency that Cleo has exchanged on your behalf.
4.4. As stated in clause 3 above, individual customers will not have a personal cryptocurrency wallet. User cryptocurrency will be stored in a pooled virtual currency account administered by Cleo. Cleo will maintain a record of the amount of each User’s interest which will be displayed in each User’s crypto account balance within your Cleo Account alongside other fiat balances.
Transfers and Spending
5.1. You cannot spend cryptocurrency directly from your Cleo account.
Restrictions relating to the Crypto Services
6.1. We will apply limits to the amount of cryptocurrency that a User will be able to gain exposure to per transaction, such limits will be implemented at our sole discretion and amended and adjusted from time to time.
6.2. Any limits as described in clause 6.1 above will be outlined whilst using the Crypto Services and before any proposed transaction is accepted.
6.3. You will not be able to transfer any cryptocurrency held outside of a Cleo Account into a Cleo Account.
6.4. You will not be able to transfer cryptocurrency exposure held as part of the Crypto Services to other cryptocurrency wallets held outside of the Mobile App (for example transferring your BTC exposure to other bitcoin wallets).
6.5. Your cryptocurrency exposure balance will first be converted into fiat if you wish to transfer your cryptocurrency exposure externally.
Availability of Services
7.1. We make no guarantee that you will be able to gain your requested exposure to a cryptocurrency at the time of your request. Cleo will only enact an exchange to a cryptocurrency on your behalf if the related exchange has been successfully carried out with the Crypto Exchange.
7.2. We cannot guarantee the value of any cryptocurrency at the point of your request for exposure.
7.3. In the event that a ‘fork’ occurs within the underlying system, we will liaise with the relevant Crypto Exchange in order to determine the best approach for Users in relation to such event. Any decision made on behalf of Users will be made at Cleo’s sole discretion.
7.4. The Crypto Services are provided without warranty of any kind, either express or implied. We do not represent that the Crypto Service will be available 100% of the time to meet your needs. We will strive to provide you with the Crypto Service as soon as possible but there are no guarantees that access will not be interrupted, or that there will be no delays, failures, errors,omissions or loss of transmitted information.
7.5. We will however use reasonable endeavours to ensure that the Crypto Services can normally be accessed by you in accordance with these Crypto Terms.
7.6. We may suspend use of the Crypto Services for maintenance and we will make reasonable efforts to give you notice. You acknowledge that this may not be possible in an emergency.
8.1. The fees we charge for the Crypto Services are set out in this clause 8. We may from time to time change our fees, and introduce new fees, in accordance with clause 14.3 of these Crypto Terms.
8.2. Users will pay a fee on each transaction which has been derived from the relevant Crypto Exchange plus a 2.75% mark-up, to account for volatility.
8.3. The cost of the fees will be included in the price of your cryptocurrency transaction and therefore taken in your pre-selected fiat currency.
8.4. There are no other additional fees for signing up or using the Crypto Service.
8.5. For more information about our fees in relation to the Crypto Service, please see our Bitcoin Private Alpha FAQs
9.1. Cleo may terminate these Crypto Terms at any time, by giving you two months' notice.
9.2. You may terminate these Terms immediately at any time by saying “disable Bitcoin” to Cleo through the chat function in Facebook Messenger.
9.3. We may immediately terminate these Crypto Terms by giving written notice to you if:
9.3.1. you commit a material breach of any of these Crypto Terms and (if such breach is remediable) fail to remedy that breach within a period of 30 days after being notified in writing to do so;
9.3.2. you repeatedly breach these Crypto Terms in such a manner as to reasonably justify the opinion that your conduct is inconsistent with you having the intention or ability to give effect to the terms of these Crypto Terms;
9.3.3. you use the Crypto Services to commit any act of fraud;
9.3.4. you become bankrupt or go through a similar event;
9.3.5. there is a legal obligation to do so;
9.3.6. you die; or
9.3.7. we have reason to believe that your use of the Crypto Services: damages, corrupts, degrades, destroys and/or otherwise adversely affects the Crypto Services or the Cleo Services, or any other software, firmware, hardware, data, systems or networks accessed or used by you.
9.4. Termination of these Crypto Terms results in the withdrawal of your access to the Crypto Services and, depending on the nature of termination, the closing of your Cleo Wallet.
10.1. For the avoidance of doubt, we do not provide any investment advice in connection with the Crypto Services contemplated by these Crypto Terms. We may provide information on the price, range, volatility of certain cryptocurrencies and events that have affected the price of cryptocurrencies but this is not considered investment advice and should not be construed as such. Any decision to obtain exposure to cryptocurrencies offered as part of the Crypto Services is your decision and we will not be liable for any loss suffered. If you are unsure about whether an exposure to cryptocurrency is suitable you should contact an independent financial adviser.
Limitation of Liability
11.1. Nothing in these Crypto Terms excludes or limits either our, or your, liability for fraud (including fraudulent misrepresentation or concealment), breach of contract, wilful default, negligence or any other liability which cannot be lawfully excluded or limited (including any liability with respect to death and personal injury resulting from our negligence, or that of our employees, agents or subcontractors).
11.2. Any liability arising out of a breach of these Crypto Terms will be limited to any loss or damage that is a reasonably foreseeable consequence of such a breach and which arises directly from the actions of the defaulting party. Neither party shall be liable for any loss of profits, sales business or revenue.
11.3. We will not be liable to you for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty or otherwise, arising under or in connection with your:
11.3.1. use of, or inability to use, the Website, Facebook Messenger Interface or Crypto Services; or
11.3.2. use of or reliance on any content displayed on the Facebook Messenger Interface, except where such
11.3.3. liability arises as a result of our breach of contract, negligence or fault.
11.4. We will not be liable for any loss or damage that you may suffer because of any abnormal or unforeseeable circumstances outside our reasonable control which would have been unavoidable despite all efforts to the contrary, for example, delays or failures caused by problems with another system or network, any breakdown or failure of transmission, communication, data processing or computer facilities, mechanical breakdown, an act of state or government, war, riot or terrorism, any act of God, the suspension of any market, postal or other strikes or similar industrial action or any prevention from or hindrance in obtaining any materials, energy or other supplies necessary for the performance of our obligations under these Crypto Terms.
11.5. We use industry standard techniques to protect our Website and product free from viruses and attacks but cannot guarantee that either will be free from viruses or other malicious software. We will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that infects your computer equipment, computer programs, data or other proprietary material due to your use of our Website or product or to your downloading of any content on it, or on any website linked to it.
11.6. We will have no liability for not displaying on the Website or product, for withdrawing or for not enacting a request to obtain or limit exposure which you submit to us.
11.7. For the avoidance of doubt, if your Cleo Account is subject to a fraud or an unauthorised transaction then Cleo’s liability will be in accordance with our General Terms of Service which can be found here.
Customer Support & Complaints
12.1. We take all complaints seriously. Any complaints about us or the services we provide should be addressed to the chat function on the Cleo Dashboard. Please clearly indicate that you are wishing to make a complaint to us. This helps us to distinguish a complaint from a mere query. Our complaints procedure (available on our Website) sets out the process for submitting and resolving any complaints. You may request a copy of our complaints procedure at any time by contacting customer services via the chat function on the Cleo Dashboard.
12.2. We'll promptly acknowledge your complaint, keep you informed as to progress, and send you a final response within 8 weeks of your complaint having being made. If we can't give you our final response within 8 weeks due to unforeseen circumstances or lack of information, we will contact you accordingly.
12.3. Please note that as cryptocurrency exposure is not regulated by the FCA (and the UK’s money laundering authority) you will not have any recourse with the Financial Ombudsmen in the event of a complaint.
13.1. These Crypto Terms shall be governed by the laws of England & Wales and any claim or dispute under these Crypto Terms shall be subject to the non-exclusive jurisdiction of the Courts of England & Wales.
13.2. We may report any unlawful activity (or suspected unlawful activity) by you or another person to the police or other appropriate authorities, and cooperate with them in any investigation. We may also require your reasonable cooperation in any investigation we or an authority carries out about unauthorised use of your Cleo Wallet.
13.3. We may make amendments to these terms in accordance with our General Terms of Service.
13.4. It is your responsibility to determine what, if any, taxes apply to the payments you make or receive, and it is your responsibility to collect, report and remit the correct tax to the appropriate tax authority. We are not responsible for determining whether taxes apply to your Cleo Transactions, or for collecting, reporting or remitting any taxes arising from any Cleo Transactions. It is your responsibility to comply with any and all applicable tax laws in connection with your use of the Crypto Services, including without limitation, the reporting and payment of any taxes arising in connection with Crypto Services made through the Crypto Services.
13.5. You may not transfer any rights, interests or obligations you have under these Crypto Terms without Cleo's prior written consent.
13.6. Cleo reserves the right, but shall have no responsibility, to edit, modify, refuse to post or remove any provider content, in whole or in part, that in its sole and absolute discretion is objectionable, erroneous, illegal, fraudulent or otherwise in violation of these Crypto Terms.
13.7. A reference to writing or written includes email and the chat function on the Cleo Dashboard.
13.8. These Crypto Terms shall be concluded and interpreted in the English language. If these Crypto Terms are translated into another language, it is for reference purposes only. All communications between the parties shall be in the English language.