Corporate Terms of Use

Effective Date:05.03.2023
Version: I.I4

This agreement (“Terms”) applies solely to the legal persons using the services made available by WIBI S.p.z.o.o., a company registered under the laws of Poland with its registered office situated at Piotrowska Street No. 116/52, Lodz, 90-006 Poland (the “Company”), through its website www.rendex.io (the “Website”).
Reference in the Terms to “Rendex,” are references to the Company and references to “you,” “your” or “yourself” are references to the legal person with whom the Company enters into the Terms (the “Registered Users”) and shall encompass any authorized representatives, employees or ultimate beneficial owners.
By using Rendex’s Services (as defined in Section 2.1 below), you hereby agree to adhere to these Terms and, should any disagreement arise, you agree to refrain from any and all use of the Website.
For any additional information on Rendex, or for any questions regarding these Terms, please feel free to contact Rendex’s support team for further clarification by sending an electronic mail to support@rendex.io

1. 1. Modification of the Terms

1.1. Rendex reserves the right to modify the Terms at any time and at its own discretion. Rendex will provide a notice of any changes to these Terms by updating the webpage containing the Terms on the Website and changing the effective date of the said Terms. Rendex will also provide you with an email notification listing the amendments which have been made.

1.2. Any modifications to the Terms shall come into effect immediately upon publication on the Website or notification to you, whichever takes place first. Thus, if any conflict arises between you and the Terms, Rendex recommends that you cease any and all use of the Website.

1. 2. Services Offered

2.1. Rendex offers virtual financial asset services through the Website (“Rendex”) where the virtual assets used in such Services are Bitcoin and USDT (“DLT”).

2.2. Rendex shall provide account holders of the Website (“Registered Users”) the following Services:

2.2.1. The ability to exchange (i.e., buy and sell) Assets with the Company or other Registered Users using Fiat Currencies (defined in Section 2.5) (“Transaction Services”);
2.2.2. The ability for online merchants (“Merchant Partners”) to receive payments from Registered Users, and the ability for Registered Users to make, payments to Merchant Partners for the provision of payment transactions for goods and services (as per Section 8 of the Terms) (“DLT Remittance”); and
2.2.3. The ability to hold, track, transfer and manage their Assets through one or more managed DLT Asset wallets or “Digital Wallets” (“Digital Wallet Services”).

2.3. The Services will be accessible through your Corporate User Account (as defined in Section 4.1 below) on the Website. To access the Services, you must be in possession of the necessary equipment (i.e., smartphone, tablet or computer) and access to the internet.

2.4. The Services are available only in connection with the Assets that Rendex currently support, and Rendex may, from time to time, add, supplement, remove or reclassify the types of virtual assets falling under Assets;

2.5. Fiat currencies which Rendex shall accept for the Transaction Services and Assets Remittance shall include, inter alia, Euro (“Fiat Currencies”).

2.6. The Transaction Services and Digital Wallet Services being provided are licensable as defined under VASP. As of the date of these Terms, the Company is subject to a twelve (12) month transitionary period which shall run from 5 March 2023 until 4 March 2024.

1. 3. Eligibility

3.1. Any offer, use or access to Services on the Website via your Corporate User Account shall be restricted to natural persons of at least eighteen (18) years of age holding legal capacity to enter into the Terms between yourself and Rendex. You must ensure that all users, acting for and on your behalf, who may have access to your Corporate User Account are natural persons as described in Clause 3.1 herein.

3.2. Your eligibility to access certain Services may be subject to restrictions depending on the country in which you reside. As of date of these Terms, you are ineligible to make use of the Services if you reside in the United States of America or Israel.

3.3. Any actions from a natural person considered ineligible as per Clause 3.1 of this Agreement shall be borne on such person and any of its representatives and Rendex reserves the right to cancel or freeze their Corporate User Account in addition to the right to take legal action against such person and their representatives for any damages or losses incurred.

3.4. Rendex reserves the right to select the targeted markets and jurisdictions where its Services are offered and may refuse the application to open a Corporate User Account and/or limit or deny access to its Services to persons, both natural and legal, residing in certain countries, as Rendex may deem appropriate (“Prohibited Users”). Prohibited Users are not under any circumstances to use any of Rendex’s Services.

3.5. The Registered Users shall be responsible for ascertaining whether it is legal for them to use Rendex Services and Rendex shall not be held responsible if the use of such services is prohibited in the jurisdiction of the Registered User.

1. 4. Registration

4.1. In order to use the Services, you will be required to register for an account on the Website (“Corporate User Account”). To register for a Corporate User Account, you must provide your information upon registration through the Website, including:

4.1.1. The company’s legal name;
4.1.2. The company’s registration number;
4.1.3. The date and place of incorporation of the company; and
4.1.4. The company’s registration number.

4.2. To finalise your registration for a Corporate User Account, you must consent to these Terms and Rendex’s Privacy Policy.

4.3. Please be informed that in certain circumstances, and at Rendex’s sole discretion, Rendex may refuse your application to open a Corporate User Account.

4.4. When consenting to these Terms, you hereby agree to register a single Corporate User Account and you shall not be entitled to hold more than one (1) Corporate User Account in your name.

1. 5. User Identity Verification

5.1. Upon registration of your Corporate User Account, you shall provide Rendex with all information that it may require to obtain from you for the purposes of (i) identification, (ii) screening and detection of money laundering, terrorist financing, fraud and any other financial crimes, pursuant to any applicable law and the provisions of our Privacy Policy and AML Policy which will be made available on the Website.

5.2. During the registration process of the Corporate User Account, you will need to complete our verification procedures prior to granting authorisation to use Rendex’s Services. Your access to one or more Services and any limits that apply to your use of the Services may be altered as a result of the information and/or data which Rendex collects on an ongoing basis.

5.3. Rendex will verify your identity using reliable, independent source documents available in electronic format. Documents that you will be requested to make available to the Company for identity verification include inter alia:

5.3.1. Certificate of incorporation;
5.3.2. Certificate of good standing;
5.3.3. Company registry search, including confirmation that the private company has not been, and is not in the process of, being dissolved, struck off, wound up or terminated;
5.3.4. Most recent version of Memorandum and Articles of Association or other statutory document; or
5.3.5. Bank statements which are not older than six (6) months.

5.4. Rendex may engage the services of a third-party service provider(s) for the verification of your identity, using reliable independent source documents, on the basis of electronic means, to verify the authenticity and contents of the documentation which you provide to Rendex for the purpose of identification in accordance with Clause 5.3.

5.5. Rendex reserves the right to request a translation of any documentation you submit which is not in English. The translation should be dated, signed and certified by an independent person of proven competence confirming that it is a faithful translation of the original.

5.6. By submitting independent source documents as per the requirements provided in Clause 5.3 herein, you hereby confirm that the information you provide to Rendex for identification is accurate and authentic. You agree to inform Rendex of any modifications to any of the information provided in accordance with the provisions of Clause 5.3 of these Terms.

5.7. By agreeing to these Terms, you hereby authorise Rendex to make any inquiries, whether directly or indirectly through third parties, if deemed necessary by Rendex, (i) to verify your identity, (ii) to protect you and/or Rendex against fraud or any other financial crime(s), and (iii) to take any and all reasonable action deemed necessary by Rendex to remedy or mitigate any adverse effects which may arise based on the results of such inquiries.

5.8. By consenting to these Terms, you hereby grant Rendex permission to retain records of any information and documentation requested under this Clause 5 involving personal data (as defined under the European Union’s General Data Protection Regulation) for the duration of your Corporate User Account and in accordance with Rendex’s Privacy Policy.

1. 6. Account Usage

6.1. Corporate User Accounts on the Website shall only be used by natural persons authorised by yourself to use the Corporate User Account registered under your name. Rendex reserves the right to freeze, suspend or cancel Corporate User Accounts used or accessed by individuals who are not authorised to access the Corporate User Accounts by the relevant Registered Users. Rendex will not take legal responsibility for any illicit acts committed, or harm arising directly or indirectly, in connection with the use of the Corporate User Accounts.

6.2. You shall not use the Website for any purpose that is unlawful or prohibited by the Terms or by any other laws, rules and regulations applicable to these Terms (“Applicable Law”).

6.3. Your registration of a Corporate User Account implies your confirmation and a guarantee that by using the Website, you will act honestly and, in the best interests

of both yourself and Rendex. Rendex reserves the right to refuse the opening of, limit the access to, or close any Corporate User Account without prior notice if Rendex suspects that the Corporate User Account access and use of the Website is in breach of Applicable Law or in violation of these Terms or Rendex’s policies and procedures.

1. 7. Transactions

7.1. Registered Users may engage in Transactions on the Website while logged into their Corporate User Account. Through the Corporate User Account, you have the option of purchasing Assets in exchange for Fiat Currency from Rendex or other Registered Users. You may also purchase Fiat Currency from Rendex by selling Digital Assets to Rendex.

7.2. All Transactions shall be subject to any applicable Fees and Exchange Rates (as defined in Section 10 below).

7.3. By clicking the “Buy” or “Sell” instruction on the Website, you authorise Rendex to initiate the Transaction at the quoted Buy Price or Sell Price and agree to settle any Fees (defined below in Section 11 herein) which may become payable to Rendex in connection with the execution of the Transaction.

7.4. Once you have clicked the “Buy” or “Sell” instructions on the Website, you may not cancel, reverse, or change any Transaction marked as “Complete” or “Pending.” Any transaction involving the Bitcoin and USDT blockchain networks is final and therefore, Rendex does not accept refunds of Assets and/or provide refunds of any Fiat Currency paid in exchange for Assets. This restriction is due to the high price volatility of the DLT Asset market.

7.5. Each Corporate User Account shall be subject to a limit (calculated in Fiat Currency) on the number of permissible Transactions which may be executed by the Corporate User Account Holder in a given period (“Account Limit”). To view your Account Limit, login to your Corporate User Account. Your Account Limit may vary depending on different factors, including your payment method and identification method. Rendex reserves the right to change your Account Limit at their own discretion.

7.6. If Rendex receives instructions for the execution of Services after 16:30 (CET/CEST) on a business day (i.e., Monday – Friday), it may treat those instructions as if Rendex received the instructions on the following business day.

7.7. Settlement for payments of Transactions shall take place in accordance with the provisions set forth in Section 10 of these Terms.

1. 8. DLT Remittance

8.1. For the purposes of this Section 8, any references to “you” shall mean Merchant Partner should you fall under the definition of a Merchant Partner.

8.2. DLT Remittance services enable Merchant Partners to receive payment from Registered Users in exchange for the provision of goods and services. Registered Users shall make payments using Assets and Rendex shall remit such Assets on behalf of the Registered User to you via your Digital Wallet (the “Merchant Digital Wallet”). Rendex shall convert the Assets remitted to the Merchant Digital Wallet to Fiat Currency at the Exchange Rate for and behalf of the Merchant Partner where the Fiat Currency shall be credited to an Account (as defined in Section 10.1 of these Terms) in the name of the Merchant Partner unless the Merchant Partner expressly requests otherwise.

8.3. You hereby acknowledge that any payment for DLT Remittance to be credited to the Merchant Digital Wallet does not constitute a receipt of cleared funds and that you shall remain liable to Rendex if a payment made by a Registered User is reversed for any reason (“Payment Reversal”). In the event that any party initiates a Payment Reversal, Rendex shall deduct an amount from the Merchant Digital Wallet equivalent to the total value of the payment amount and any reversal fee or third-party charge back fee in Fiat Currency calculated at the Exchange Rate applicable at the moment of the execution of the DLT Remittance transaction. Should the Merchant Digital Wallet contain funds inferior to the total value of the payment amount (and any fee arising therefrom) based on the applicable Exchange Rate, you hereby agree to repay the total amount of the Payment Reversal and any applicable fees immediately. Rendex reserves the right to request payment from you at any time for the Payment Reversal.

8.4. Settlement of payment for the DLT Remittance shall take place pursuant to the provisions set forth in Section 10 “Settlement” herein.

1. 9. Digital Wallet Services

9.1. Digital Wallet Services permit Registered Users and Merchant Partners to hold their Assets through the operation of a digital wallet on the Website.

9.2. You hereby acknowledge that Rendex reserves the right to outsource any Digital Wallet services to a third party.

1. 10. Settlement

10.1. Rendex shall credit Transactions and DLT Remittance to your Digital Wallet or any account at a financial or credit institution which is pre-approved by Rendex (the “Account”) after the Settlement Period stated in Schedule 1 of this Agreement. You hereby accept that Rendex shall not be liable for failure to settle any payment prior to the period stated in Schedule 1 of these Terms.

10.2. Rendex shall credit or debit payments for Transactions and DLT Remittance at the Exchange Rate (as defined in Clause 11.1 of these Terms) at the moment of the execution of such payment.

1. 11. Fees and Exchange Rates

11.1. Each purchase or sale of Assets is subject to Rendex’s “Exchange Rate” where the Exchange Rate means the price of a given DLT Asset denominated in Fiat Currency as quoted on the Website. The Exchange Rate may change at Rendex’s discretion.

11.2. The Exchange Rate may be stated as either:

11.2.1. Buy Price: the price at which a DLT Asset may be bought;
11.2.2. Sell Price: the price at which a DLT Asset may be sold.

11.3. You acknowledge that the Bid Price may not be the same as the Ask Price at any given time, and that Rendex shall add a spread to the quoted Exchange Rate as stated in Schedule I of these Terms.

11.4. By clicking the “Buy” or “Sell” instruction on the Website for the execution of a Transaction, you thereby agree to accept the Exchange Rate upon authorizing the Transaction.

11.5. Rendex shall charge a transaction fee calculated as the spread between the Buy and Sell Price (the “Transaction Fee”) or charge or deduct any fee for the use of the Transaction Service and the DLT Remittance (the “Fee”).
11.6. The full list of applicable Fees chargeable by Rendex for the Services are stated in Schedule I of these Terms and such Fees may be amended from time to time.

1. 12. Payment for Transactions

12.1. When using the Transaction Services in exchange for Fiat Currency, you shall carry out such Transactions using one of the authorised payment methods on the Website, such as a credit or debit card, or bank transfer.

12.2. When using the Transaction Services in exchange for Assets, you will be required to initiate such a transfer from your Digital Wallet where Assets shall be debited or credited from your Digital Wallet.

1. 13. Account Information

13.1. Account information, including your Account Balance and your transaction history is available on the Website, and such information shall include:

a) The amount (and currency) of each DLT Asset which was purchased or sold;
b) A reference number for each Transaction;
c) The Fees charged, if any;
d) The Exchange Rate applicable for the exchange of Fiat Currency to DLT Asset; and
e) The debit or credit rate of each DLT Asset is purchased (as appropriate).

1. 14. Security of Corporate User Accounts

14.1. Rendex prioritizes the safety of the Corporate User Accounts. It has applied technical and administrative measures which aim to secure your information from any loss, unauthorised access, unauthorised use, alteration and disclosure.

14.2. For Digital Wallet Service, Rendex securely stores your Assets using an online hosted managed wallet solution whereby Rendex operates a “master wallet” and provides a “sub wallet” to you. You will not be granted private keys to access your “sub wallet” but you will receive a wallet ID for your Digital Wallet.

14.3. You shall remain responsible for the safeguarding of your Corporate User Account details, in particular, your account password and any access to the account from any mobile devices and computer(s).

14.4. You have the duty to notify Rendex of any unauthorised, fraudulent or illegal use or access to your Corporate User Account.

14.5. You will assume full responsibility for the consequences of any theft or misuse of the Assets held on your Digital Wallet resulting from the actions of any person to whom you have provided your Corporate User Account login details, including users under Clause 3.1 of these Terms. Similarly, you will assume full responsibility and hold Rendex harmless for any liability arising from the loss, misplacement or intentional or unintentional disclosure of the above-mentioned login details.

1. 15. Intellectual Property Rights

15.1. Rendex is the sole owner of the Website and retains all of the rights, title and interests to the intellectual property thereto, including, without limitation to, the Website’s text, logos, images and trademarks, and other inventions, ideas, concepts, code, discoveries, processes, marks, methods, software, compositions, formulae, techniques, information and data, whether or not patentable, copyrightable or protectable in trademark, and any trademarks, copyright or patents based thereon.

15.2. The information made available on the Website shall not be construed as granting, by any implication or otherwise, to you any license or right to make use of any of Rendex’s trademarks without prior written consent thereto.

1. 16. Applicable Law and Dispute Resolution

16.1. The Terms shall be governed in all respects, including as to validity, interpretation and effect, by the laws of Poland, without giving effect to its principles or rules of conflict of laws, to the extent that such principles or rules are not mandatorily applicable by law and would permit or require the application of the laws of another jurisdiction. Any applicable laws of the country of the Registered User are not omitted from the content of the Terms.

16.2. You consent to cooperate with Rendex in good faith to resolve any dispute, controversy or claim (including non-contractual disputes or claims) arising out of, relating to, or in connection with these Terms, including with respect to the formation, applicability, breach, termination, validity or enforceability thereof, in accordance with Rendex’s Dispute Resolution Policy.

1. 17. Disclaimer

17.1. Rendex provides the Services on an “as is” and “as available” basis and your use of the Services is at your own risk.

17.2. Rendex offers the Services without warranties of any kind, express or implied including and without limitation to warranties of merchantability, fitness for a particular purpose, title and non-infringement with respect to the Services. Without any limitation to the former, Rendex does not warrant that any services including the Website will run without errors or defects and errors will be adjusted.

17.3. Rendex does not warrant that it will meet your requirements or will be available uninterruptedly or secure at any time or location. Rendex does not warrant that its services are free from viruses or other harmful content.

17.4. Rendex does not warrant, endorse, guarantee or assume any responsibility for any product or service offered or advertised by a third party through the DLT Service or through the Website, and we will not monitor or be held liable for any interactions between you and third-party providers of products or services through the use of or access to the Website.

1. 18. Limitation of Liability

18.1. You hereby accept that Rendex shall not be liable for any losses incurred by you arising, directly or indirectly, from any of the following events (the list of which is non-exhaustive):

18.1.1. Loss of funds or Assets or any other intangible losses;
18.1.2. Use or failure to use the Services;
18.1.3. Illegal, unauthorised or fraudulent access or use of your Corporate User Account or alteration of your data by third parties (notwithstanding Section 14 herein);
18.1.4. Lack of knowledge and misunderstanding of the nature and function of the Services;
18.1.5. Losses incurred in relation to the Services which are not directly attributable to Rendex.

18.2. You shall not hold Rendex liable for any event that results in the failure, suspension or delay of the Services arising from network maintenance or external factors, such as instance power failure, natural disasters, service provider complications or any governmental acts.

18.3. Rendex shall also not be liable to you or to any third party in cases of any direct, indirect special, incidental, consequential, exemplary or putative damages or any loss, theft, disappearance, or damages for lost profits in connection with the Services.

18.4. Rendex shall not be liable for any force major event, including acts of God, labour disputes or other industrial disturbances, electrical, telecommunications, hardware, software or other utility failures, software or smart contract bugs or weaknesses, earthquakes, storms or other nature-related events, blockages, embargoes, riots, acts or orders of government, acts of terrorism or war, technological change, fluctuations in interests rates or other economic events or conditions, and, for the avoidance of doubt, changes to any blockchain-related laws, rules and regulations.

18.5. Rendex endeavours to uphold the accuracy of information posted on its Website, nonetheless Rendex cannot guarantee the accuracy, reliability, completeness, performance or fitness of the content through its Website, and will not be accepting liability for any loss or damage that may incur directly or indirectly from the content. Registered Users shall independently keep track of the information on the Website as Rendex shall not provide notice to the Registered Users of any changes thereto.

1. 19. Indemnification

19.1. You agree to indemnify, defend and hold Rendex and its affiliates, contractors, licensors, and their respective directors, officers, employees and agents harmless from and against any claims and damages arising out of your breach or Rendex’s enforcement of the Terms.

19.2. Rendex reserves the right to exercise sole control over the defence, at your expense, of any claim subject to indemnification under this Section 19 of the Terms. This indemnity is supplementary to, and not in lieu of, any other indemnities set forth in any other prior written agreement between you and Rendex.

1. 20. Termination of Agreement

20.1. At any time and for any reason at its sole discretion, Rendex may terminate the Terms, and your access to your Account and may halt any pending Transactions or execution of any payments without giving notice to you. Rendex shall incur no liability or obligation for the termination of the Terms.

20.2. Upon termination, you will be notified of such termination with a written or electronic notice.

20.3. Rendex is not liable to you or any third party for termination.

1. 21. Risks

21.1. Technology and Internet risks: any risks related to the technology used to provide the Services including, but not limited to, the failure of hardware, software, and Internet connections, risk of malicious software introduction and any other risks that relate to third parties which may gain unauthorised access to your Corporate User Account and, or to the personal information which Rendex processes. Rendex shall not be responsible for any loss of such information resulting from any technological failure.

21.2. DLT risks: Rendex does not own or control the underlying software protocols that govern the operation of the Assets supported by the Website. In general, Rendex’s underlying protocols are open source and anyone can use, copy, modify and distribute them. In particular, the underlying protocols are likely to be subject to sudden changes in operating rules (the creation of “forks”), and such forks may materially affect the value, function and/or name of the DLT Asset you hold or transact using our Services. Rendex assumes no responsibility for the operation of the underlying protocols and shall not able to guarantee their functionality, security or availability. You acknowledge the risks presented by forks and you accept that Rendex shall have no responsibility in assisting you in moving or selling an unsupported branch of a forked protocol.

21.3. Market volatility risks: You hereby acknowledge that periods of high volume, illiquidity, fast movement or volatility of the market may negatively impact the actual market rate of such Assets and the Exchange Rate at which the Services transactions are processed. Rendex shall not be liable for any market volatility risks.