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TERMS & CONDITIONS

  1. Introduction
    1. These Terms and Conditions (“Terms”) form a legally binding agreement between Cloverum Finance (CY) Limited, a private company limited by shares incorporated in the Republic of Cyprus on 4 May 2025 (Reg. Number HE 474703) with registered office at Kypranoros 13, Evi Building, 2nd Floor, Office 201, 1061 Nicosia, Cyprus (“Cloverum”, “Company”, “we”, “us” or “our”), and each person or entity that accesses or uses the Services (“you”, “your” or “User”).
    2. Cloverum has applied to the Cyprus Securities and Exchange Commission (“CySEC”) for authorisation as a Crypto-Asset Service Provider (“CASP”) under Regulation (EU) 2023/1114 on Markets in Crypto-assets (“MiCA”).
    3. The contact details of CySEC are as follows:
      Office address: 19 Diagorou Str., CY-1097 Nicosia, Cyprus.
      Telephone: +35722506600
      Postal address: Postal Address: P.O BOX 24996, 1306 Nicosia, Cyprus
      Email: [email protected]
    4. These Terms govern your access to and use of (i) our website located at https://www.cloverum.cy, https://www.cloverum.com.cy, https://www.cloverum.com and any sub-domains (collectively, the “Site”), (ii) Cloverum’s application programming interfaces, dashboards, merchant plug-ins and mobile or desktop applications (collectively, the “Platform”), and (iii) all crypto-asset services, products, content, features and technologies we make available (together with the Site and the Platform, the “Services”).
    5. By accessing or using the Services you confirm that you have read, understood and agree to be bound by these Terms and by all documents incorporated herein by reference, including, without limitation, our Privacy Policy and AML/CFT Policy (together, the “Policies”). If you do not agree, you must not use the Services.
    6. If you are accessing or using the Services on behalf of a legal entity, you represent and warrant that you: (i) are duly authorised to act on its behalf; and (ii) have the authority to bind that entity to these Terms. In that case, references to “you” and “your” in these Terms shall be construed as references to that entity and to any natural person using the Services on its behalf.
    7. Cloverum provides (i) custody and administration of crypto-assets, (ii) exchange of crypto-assets for funds, (iii) exchange of crypto-assets for other crypto-assets, (iv) execution of orders, (v) reception and transmission of orders, and (vi) transfer services for crypto-assets. Cloverum does not provide fiat-to-fiat payment services, investment advice or portfolio management, and it does not on-board retail consumers. The Services are intended solely for Merchants and, on an exceptional basis, High-Net-Worth Individuals who satisfy our onboarding criteria.
    8. Nothing in these Terms constitutes legal, tax, financial or investment advice. You are solely responsible for determining whether any transaction is appropriate in light of your objectives and risk tolerance.
  2. Definitions
    3. For the purposes of these Terms the following capitalised expressions have the meanings set out below. Words importing the singular include the plural and vice-versa; references to any law include references to that law as amended, restated or replaced from time to time.
    TermDefinition
    Access CredentialsAny username, password, PEM key, multi-factor device, API secret or other authentication mechanism issued to, or generated by, a User for the purpose of accessing the Services.
    AccountA business user profile on the Platform which, once approved, enables a User to access the Services.
    AML LawThe Prevention and Suppression of Money-Laundering and Terrorist-Financing Law 2007 (Law 188(I)/2007) of Cyprus, together with all amendments, regulations and CySEC directives.
    Beneficial OwnerHas the meaning given in section 2 of the AML Law (natural person owning or controlling ≥ 25% plus one share, or otherwise exercising ultimate control).
    Business DayA day, other than Saturday, Sunday or a public holiday, on which banks in Cyprus are open for general business.
    CASPA “crypto-asset service provider” within the meaning of Article 3(1)(22) of MiCA.
    ConsumerAn end-user who purchases goods or services from a Merchant; Consumers are not clients of Cloverum.
    Conversion ServiceExecution, on a User’s instruction, of an exchange (a) between a Crypto-Asset and Funds; or (b) between one Crypto-Asset and another.
    Crypto-AssetA digital representation of value or rights that can be transferred and stored electronically, using distributed-ledger or similar technology, and that is supported on the Platform.
    Custody ServiceSafekeeping and administration of Crypto-Assets or the cryptographic keys that allow control over such Crypto-Assets, performed on behalf of a User.
    Customer / MerchantA legal entity – or, in rare cases, a High-Net-Worth Individual – that Cloverum has onboarded to use the Services for business purposes.
    Customer FundsAll Crypto-Assets and, to the limited extent Cloverum temporarily holds them for settlement, Fiat funds belonging to a User.
    Customer-Due-Diligence (CDD)The identification, verification, on-going monitoring and, where applicable, enhanced due-diligence measures required under Part IV of the AML Law (often referred to as “KYC”).
    FundsBanknotes, coins, scriptural money and electronic money recognised as legal tender in the jurisdiction of issuance, as defined in Article 4(25) of Directive (EU) 2015/2366 (PSD2).
    High-Net-Worth IndividualA natural person who meets Cloverum’s wealth and eligibility thresholds and has been accepted as a Customer.
    Insolvent / InsolvencyIn relation to any entity, that it (i) is unable to pay its debts as they fall due, (ii) enters examinership, liquidation or any analogous process under the Companies Law Cap.113, or (iii) has a receiver or administrator appointed over any of its assets.
    Liquidity ProviderA regulated or otherwise reputable counterparty that supplies Cloverum with executable quotes for Crypto-Asset or fiat pairs in order to facilitate the Conversion Service.
    MiCARegulation (EU) 2023/1114 on Markets in Crypto-assets.
    Obliged EntityAn entity listed in Article 2 of the AML Law; CASPs are listed in paragraph (b)(iv).
    On-going MonitoringContinuous scrutiny of transactions and business relationships as required by section 58 of the AML Law (internally sometimes referred to as “KYT”).
    Payment GatewayThe Cloverum software solution (including APIs and plug-ins) that enables a Merchant to accept Crypto-Assets as payment for goods or services on its sales channels.
    PEPPolitically Exposed Person as defined in the AML Law.
    PlatformThe technology described in Clause 1.3, including back-end systems, dashboards, APIs and mobile or desktop applications.
    PoliciesCollectively, the Privacy Policy, AML/CFT Policy and any other policy or document designated by Cloverum as part of the contractual relationship with Users.
    ServicesThe Payment Gateway, Custody Service, Conversion Service, Transfer Service and any other crypto-asset services that Cloverum is authorised to provide and makes available via the Platform.
    SiteThe websites referred to in Clause 1.3.
    Transfer ServiceTransfer of Crypto-Assets on behalf of a User to a blockchain address or a User’s external wallet, within the meaning of Article 3(9)(c) of MiCA.
    UserA Merchant, High-Net-Worth Individual, or any natural person duly authorised to act on their behalf, that has been approved to access and use the Services.
    Additional technical or regulatory terms may be defined elsewhere in these Terms or in the Policies.
  3. Eligibility
    1. Age, capacity and authority. You may request an Account only if (a) you are a High-Net-Worth-Individual at least 18 years old and with full legal capacity, or a legal entity duly incorporated and in good standing, and (b) you have – and, where applicable, the natural person acting for you has – the authority to enter into and comply with these Terms.
    2. Permitted client categories. Cloverum onboards two categories of Users only:
      • Merchants – legal entities established and effectively managed in the European Union (EU) that intend to use the Services solely for business purposes; and
      • High-Net-Worth Individuals – natural persons resident in the EU who satisfy Cloverum’s wealth, experience and risk-appetite thresholds, as published from time to time.
      Consumers are not eligible. If you are a consumer or a retail client, you must not attempt to open or use an Account.
    3. Prohibited jurisdictions and sanctions. You are ineligible – and must not attempt to access or use the Services – if you, your Beneficial Owner(s) or any person acting on your behalf:
      • is a person from countries and territories sanctioned by UN, EU, and UK; or
      • from jurisdictions that pose excessive risk to the Cloverum according to its own policies; or
      • at risk of involvement in illicit activities; or
      • that pose excessive risk to the Cloverum according to its own policies; or
      • in insolvency or precarious financial situations.
      Cloverum may update the prohibited-jurisdiction list at any time without notice.
    4. Customer-Due-Diligence (“CDD”). Opening or maintaining an Account is conditional upon successful completion of CDD in accordance with MiCA, the AML Law and Cloverum’s Policies. You must:
      • provide all information and documentation we reasonably request (including identification data, proof of incorporation or wealth, source-of-funds evidence and on-going transaction information);
      • ensure that all such information is and remains true, complete and up-to-date; and
      • co-operate promptly with any on-going monitoring or review.
      Cloverum may, at its sole discretion, refuse, suspend or terminate any Account or transaction until CDD is completed to its satisfaction.
    5. PEPs and high-risk factors.PEPs, their family members and close associates, as well as entities or individuals presenting other high-risk factors, may be accepted only after enhanced due-diligence and senior-management approval. Additional information, documentary evidence and on-going monitoring conditions will apply.
    6. Continuing eligibility.You must notify Cloverum without undue delay if you cease to satisfy any eligibility criterion (including, without limitation, a change of control, relocation to a prohibited jurisdiction or becoming a person listed on an EU/UN/UK/US sanctions list). Cloverum may immediately suspend or terminate the Services and require you to withdraw or liquidate any Crypto-Assets if it determines that you are, or have become, ineligible.
    7. Right of refusal.Cloverum reserves the unconditional right to decline or discontinue the provision of any Service to any applicant or User at its absolute discretion, even if the eligibility criteria appear to be met, where Cloverum believes this is necessary to do so in order to comply with legal or regulatory obligations or to protect the integrity of its business.
    8. Lawful use.You must not use, or attempt to use, the Services for any purpose that is unlawful, infringes the rights of any person, or could cause Cloverum to breach, or become the subject of, any sanction, enforcement action or other legal penalty.
  4. Account Opening
    1. Application pack. To request an Account you must submit, in the form and manner specified by Cloverum:
      • a completed onboarding questionnaire and – for Merchants only – the corporate application form;
      • for Merchants, copies of the certificate of incorporation, constitutional documents and up-to-date registers of shareholders and directors; for High-Net-Worth Individuals, a valid passport and proof of residential address;
      • (for Merchants only) a brief description of the intended use of the Services (business model, anticipated volumes, expected jurisdictions, source of funds); and
      • any additional evidence or representations we reasonably require to verify your eligibility and to understand the nature and purpose of the business relationship.
    2. Authorised Users & Access Credentials.
      1. The applicant must designate at least one Authorised User who will act as its primary contact and administrator on the Platform. Each Authorised User will be issued unique Access Credentials (or, where applicable, API keys or security tokens).
      2. You are responsible for ensuring that only duly authorised persons access the Account and for setting appropriate role-based permissions.
    3. Credential security. You must:
      • keep all passwords, private keys, multi-factor-authentication devices and API secrets confidential and secure;
      • use industry-standard cybersecurity practices (including strong passwords, MFA and device hygiene); and
      • notify Cloverum immediately at [email protected] if you suspect unauthorised access, loss or compromise of any credential.
      All actions performed through your Access Credentials are deemed to be authorised by you until (and if) we receive notice as referred to above and have a reasonable opportunity to act on it. Cloverum is not liable for any losses whatsoever, whether direct or indirect, arising from compromised Access Credentials that were outside its control.
    4. Review and approval. Cloverum will process your application as promptly as reasonably practicable. Approval is not automatic and we may:
      • request clarifications, supplemental information or resubmission of documents;
      • conduct screening against sanctions, adverse-media and PEP databases and perform KYT checks on any test transactions;
      • require a video-conference or in-person verification of Authorised Users or Beneficial Owners; and
      • reject the application or impose limits (e.g., transaction thresholds, restricted assets, delayed settlements), all, at our sole and absolute discretion.
      No contractual relationship arises, and you may not use or rely on any Service, until we notify you in writing that the Account has been activated.
    5. Ongoing obligations. You must:
      • keep all registration details, ownership data and contact information current;
      • inform Cloverum within five (5) Business Days of any material change (including but not limited to changes of directors, Beneficial Owners, shareholding structure, legal form, registered office, business activity, licence status or regulatory investigations); and
      • co-operate with any periodic or ad-hoc refresh of CDD, sanctions or transaction monitoring information.
      Failure to do so constitutes a material breach of these Terms.
    6. Dormant Accounts. If no successful login or transaction occurs for a continuous period of twelve (12) months, Cloverum may designate the Account as dormant, restrict functionality and charge a reasonable administrative fee (the amount is shown in the Fee Schedule) until activity resumes or the Account is closed.
  5. Services
    1. Regulatory perimeter. Subject to the grant and continuing effect of a CASP authorisation by CySEC under MiCA, Cloverum will offer only the crypto-asset services listed below (collectively, the “Services”):
      1. Providing custody and administration of crypto-assets on behalf of Customers (Custody Service);
      2. Exchange of crypto-assets for funds (Crypto ↔ Fiat Conversion);
      3. Exchange of crypto-assets for other crypto-assets (Crypto ↔ Crypto Conversion);
      4. Execution of orders on behalf of Customers (Execution of Orders);
      5. Reception and transmission of orders for crypto-assets on behalf of Customers (Reception & Transmission of Orders);
      6. Providing transfer services for crypto-assets on behalf of Customers (Transfer Service).
      Cloverum does not carry on any payment-service, credit-institution, investment or e-money activity, nor does it deal with retail consumers.
    2. Service overview. All Services are delivered exclusively through the Platform and are available only to approved Accounts. Each Service is subject to the operational rules, limits and fees published in the Platform dashboard or otherwise notified to the Customer.
    3. Custody Service
      1. Upon receipt or acquisition of supported Crypto-Assets, Cloverum transfers such Crypto-Assets into the Company’s hot wallet, where they are reconciled and held for a period determined individually for each Customer, based on commercial terms agreed (including minimum settlement limits or required minimum balances). Legal title to the Crypto-Assets remains at all times with the Customer; Cloverum acts solely as custodian and administrator, maintaining these assets in segregated wallets on the Platform allocated specifically to each Customer.
      2. Keys associated with Crypto-Assets held under custody are protected by Fireblocks or an equivalent institutional custody solution, in accordance with Cloverum’s privileged custody partnerships. The current target allocation for asset storage is approximately 80% in cold storage; Cloverum may adjust this ratio at its discretion for security or liquidity reasons.
      3. Cloverum may, for risk-management or operational purposes, hold Crypto-Assets in pooled omnibus wallets, provided accurate internal ledgers are consistently maintained at all times.
      4. Customers will be provided with one primary custody account on the Platform, but multiple sub-accounts may be opened at the Customer’s request, subject to Cloverum’s internal policies and procedures.
      5. Any transfers of Crypto-Assets from custody must be directed exclusively to pre-approved, whitelisted external wallet addresses as specified by the Customer.
      6. Upon request, Cloverum will convert the Customer’s Crypto-Assets into fiat currency (as described in the Conversion Services) and credit the proceeds to the Customer’s verified bank account. Alternatively, upon the Customer’s instruction, Cloverum may convert certain Crypto-Assets into other Crypto-Assets and continue holding such converted assets in custody on the Platform, in line with Customer-specific arrangements.
    4. Conversion Services
      1. Crypto ↔ Fiat Conversion. Cloverum provides Customers the ability to automatically and internally convert Crypto-Assets into supported Fiat Currencies (and vice versa) without the need to rely directly on third-party providers. Fiat currency settlements resulting from such conversions will be credited exclusively to the Customer’s verified bank account.
      2. Crypto ↔ Crypto Conversion. Cloverum provides Customers the ability to automatically and internally convert one supported Crypto-Asset into another supported Crypto-Asset. Customers may configure auto-conversion rules via the Platform dashboard. Cloverum supports highly liquid assets such as BTC, USDT, USDC and ETH.
      3. Cloverum maintains adequate liquidity to support all conversion services through selected, reliable liquidity providers.
    5. Order Handling & Execution
      1. Customers submit orders through the API, plug-in or dashboard; such instructions constitute “reception and transmission of orders” under MiCA.
      2. Cloverum executes orders either (a) internally against Cloverum’s own liquidity sources, or (b) externally with Liquidity Providers.
      3. Execution reports are made available in real time. Orders are irrevocable once matched, save where required by law.
    6. Transfer Service
      1. Cloverum processes payments in Crypto-Assets on behalf of Customers, facilitating the collection of virtual asset payments owed to Customers for goods or services they provide. Customers will integrate Cloverum’s crypto-payment gateway directly into their websites, enabling consumers to select virtual assets as a payment method at checkout. Upon request, Cloverum generates a unique wallet address and calculates the exact amount payable, valid for a specified duration (e.g., 15 minutes).
      2. Cloverum manages inbound transfers of Crypto-Assets by providing Customers with wallet addresses for receiving payments. Customers can also request outbound transfers from their Platform wallets to pre-approved external addresses listed on Cloverum’s whitelist. Deposits into and withdrawals from Customer wallets are subject to Cloverum’s onboarding and whitelist procedures.
      3. Cloverum employs ongoing monitoring, KYT (Know Your Transaction) screening, and anti-money laundering tools integrated into its platform to screen all inbound and outbound transfers. Cloverum reserves the right to refuse, suspend, or reverse any transfer if it breaches internal policies or applicable law, or if transaction analysis reveals illicit or high-risk activities. In such cases, Crypto-Assets may be temporarily frozen until resolution.
      4. All Crypto-Asset transfers processed by Cloverum comply with Regulation (EU) 2023/1113 (Transfer of Funds Regulation), ensuring the required beneficiary and originator information accompanies each executed transfer. Cloverum implements market-leading compliance technology solutions, including Notabene, fully integrated into its custodial and processing infrastructure (Fireblocks).
      5. Cloverum does not provide regulated fiat payment processing services. All payments involving fiat currencies are processed by licensed third-party payment providers based in the EEA.
      6. Network transaction fees associated with Crypto-Asset transfers are borne by the Customer unless explicitly specified otherwise in the applicable fee schedule.
      7. Prior to provision of Transfer Services, Customers must enter into a Service Agreement with Cloverum, specifying at least the following details in accordance with MiCA requirements:
        • Identity of the parties;
        • Description of the transfer services provided;
        • Overview of security systems utilized;
        • Applicable fees;
        • Governing law.
    7. Excluded activities. Cloverum does not:
      • operate a multilateral trading facility under MiCA;
      • place or underwrite crypto-assets;
      • provide portfolio management, investment advice, staking, lending or leveraged products;
      • accept deposits, issue e-money or conduct fiat-to-fiat exchange;
      • on-board or serve Consumers or retail customers.
      Any activity outside the Services is not permissible unless Cloverum’s CASP licence is duly varied and these Terms are amended accordingly.
  6. Fees
    1. Fee Schedule. You agree to pay us all applicable fees associated with your use of Services. For transparency and to preserve commercial flexibility, Cloverum publishes its current fee tables inside the secure Merchant dashboard and, where applicable, in the API documentation (collectively, the “Fee Schedule”). The Fee Schedule forms an integral part of these Terms. By submitting an instruction you acknowledge that you have reviewed and accepted the Fee Schedule then in force. The Fee Schedule is available for download in PDF from the dashboard and may be stored or printed by the User for record-keeping purposes.
    2. Quotation and acceptance. Before you confirm a transaction the exact Fee (and any estimated Network Fee) is displayed on-screen or returned via API. Submission of the instruction constitutes irrevocable acceptance of that quotation.
    3. Collection of Fees
      1. Fees and blockchain Network Fees are normally deducted automatically from the assets or funds involved in the transaction.
      2. If a Fee is due in Fiat Currency, you authorize Cloverum to convert Crypto-Assets at the prevailing market rate to cover the shortfall. Additionally, in the event we determine that there are insufficient funds to pay our Fees, you hereby authorize us to sell Crypto-Assets from your account sufficient to pay any outstanding fees.
      3. All Fees are exclusive of VAT or similar indirect taxes; where applicable such taxes are added at the rate in force.
    4. Third-party charges. You are responsible for any fees, costs or taxes levied by banks, payment institutions, Liquidity Providers, custodians or other third parties in connection with the Services, unless the Fee Schedule expressly states that Cloverum will absorb them. An estimate of any such third-party charges will be displayed or returned via API before you confirm the relevant instruction.
    5. Amendments to the Fee Schedule. We may revise the Fee Schedule at any time, at our sole and absolute discretion and without notice, and if so:
      • reductions or promotional waivers take effect immediately;
      • increases take effect 14 calendar days after we post the updated Fee Schedule in the dashboard or otherwise notify you, unless a longer notice period is required under applicable law.
      Continuing to use the Services after the effective date constitutes acceptance of the revised Fees.
    6. Fee queries. If you believe a Fee has been applied incorrectly you must notify us in writing within 30 days of the transaction date, providing full details. We will investigate promptly and credit or refund any amount proven to have been charged in error.
    7. No interest; no set-off. Fees are not interest-bearing. You may not withhold or set off any Fee against amounts owed to you by Cloverum, except where required by law and agreed by us in writing.
    8. Tax obligations. You are solely responsible for determining, reporting and paying all taxes, duties or governmental charges arising from your use of the Services, including any taxes that must be collected or remitted on payments you receive.
    9. Currency of Fees. Unless expressly agreed otherwise, Fees denominated in Euro are payable in Euro; Fees denominated in a Crypto-Asset are payable in that Crypto-Asset.
  7. Risk Disclosures
    1. General Risk Acknowledgement. Crypto-Assets are inherently volatile, and their value may significantly fluctuate due to market, regulatory, technological, and operational factors. Nothing in this Section limits any other disclaimer in these Terms; it is provided to help you identify – not eliminate – the principal risks associated with the Services. By opening an Account or instructing Cloverum you acknowledge and accept these risks and confirm that you have independently assessed the suitability of these Services relative to your own risk tolerance, financial objectives, and personal circumstances. Cloverum does not provide investment, legal, or tax advice.
    2. Market and Liquidity Risk. Crypto-Asset prices may experience rapid and unpredictable fluctuations. Such volatility can lead to substantial or total loss of value. Cloverum does not guarantee execution of any orders at a specific price or time, and assets may become illiquid or difficult to convert quickly into fiat currency without significant loss.
    3. Regulatory and Compliance Risk. Crypto-Asset regulations differ widely by jurisdiction and can change rapidly. Cloverum continuously monitors legal developments, but regulatory actions or sanctions could result in service disruptions or termination. Customers bear sole responsibility for compliance with applicable tax and foreign exchange regulations.
    4. Cybersecurity and IT Risk. Crypto-Asset services rely on blockchain technology, internet connectivity, cryptography, and third-party infrastructure, making them susceptible to technological failures, cyber-attacks, hacks, or unauthorized access. Although Cloverum implements industry-standard security practices, no system is completely secure. Cloverum uses Fireblocks custody solutions with insurance coverage; however, such insurance may not fully reimburse losses.
    5. Custody Risk. Crypto-Assets held by Cloverum utilize a combination of hot wallets and secure cold storage. Hot wallet assets are subject to higher cybersecurity risks. Cloverum engages reputable custody providers but does not guarantee absolute protection against insolvency, fraud, or other custodial risks. Cloverum does not participate in statutory investor-compensation schemes.
    6. Settlement and Transaction Risk. Crypto-Asset transactions are irreversible once confirmed on the blockchain. Mistakes in wallet addresses, payment details, or API parameters may result in permanent asset loss. Cloverum processes transactions automatically based on provided instructions and does not assume responsibility for errors.
    7. Third-Party Risk. Cloverum relies on third parties, including liquidity providers, custodians, banks, payment processors, and cloud service providers. A failure, insolvency, default, or disruption involving these third parties could negatively impact Cloverum’s ability to deliver services, causing potential losses and disruptions.
    8. Operational and Human Error Risk. Despite automated systems and robust operational controls, Cloverum may experience errors or operational disruptions due to human mistakes or process inadequacies. The Company employs strict internal controls to mitigate such risks but cannot entirely eliminate the possibility of human or operational error.
    9. Concentration and Business Risk. A significant dependence on specific customer groups, markets, or services may pose risks to Cloverum’s business continuity. Cloverum actively diversifies its customer base, geographic reach, and service providers, yet unexpected market events or strategic miscalculations may still adversely impact business performance.
    10. Legal and Insolvency Risk. The legal status of Crypto-Assets and related custodial relationships varies across jurisdictions and remains uncertain. In the event of Cloverum’s insolvency, Crypto-Assets held in custody may be treated as unsecured claims unless clearly segregated and traceable under applicable law.
    11. AML/CFT and Sanctions Compliance Risk. Cloverum must comply with stringent anti-money laundering, counter-terrorist financing, and sanctions laws. Transactions that trigger compliance alerts may result in account freezes, transaction suspensions, or reporting obligations to authorities. Such compliance actions may significantly delay or halt transactions without prior notice.
    12. Insurance Coverage Risk. Cloverum’s custody provider, Fireblocks, maintains crime insurance coverage, subject to terms, limits, and exclusions. Cloverum is not a direct beneficiary of this insurance, and claims recovery depends entirely on insurer decisions, which may not cover all losses.
    13. Reputational Risk. Events, actions, or failures (within or beyond Cloverum’s control) that damage Cloverum’s reputation could negatively affect customer trust, market standing, and financial performance. Cloverum implements strict operational and compliance standards to mitigate reputational risks.
    14. Data Protection Risk. Sensitive customer data managed by Cloverum may be vulnerable to unauthorized access, breaches, or loss. Cloverum maintains strict data-protection practices, including encryption, restricted access, and regular audits, but cannot fully guarantee against data loss or breaches.
    15. Independent Assessment. Customers must independently assess risks, conduct their own research, and obtain professional advice where necessary before engaging with Crypto-Assets or related Services. Cloverum does not assume fiduciary responsibilities and accepts no liability for losses arising from decisions based on provided Services.
  8. Liability
    1. No representations or warranties. The Services (including the Site, Platform and any information, API, data-feed, rate or reference price) are provided “as is” and “as available”. To the maximum extent permitted by law we disclaim all express, implied and statutory warranties, including any warranties of merchantability, fitness for a particular purpose, title, quiet enjoyment, non-infringement, availability, accuracy or error-free operation. No oral or written information obtained from Cloverum creates any warranty not expressly stated in these Terms. We do not guarantee continuous, uninterrupted or error-free access to our platform or services, or to any of the materials contained therein.
    2. Exclusion of liability. Cloverum is not liable for any:
      1. loss of profits, loss of revenues, loss of business opportunities, loss of goodwill, loss or corruption of data;
      2. indirect, incidental, special, punitive or consequential damages except to the extent such loss is caused by Cloverum’s wilful misconduct or gross negligence;
      3. exemplary or multiplied damages, even if we have been advised of the possibility of such loss and regardless of the legal theory (contract, tort, strict liability or otherwise);
      4. delay or change in market conditions before we execute an order or before a transaction settles;
      5. error, delay or interruption in the transmission of data;
      6. viruses, spyware, scareware, or other malicious software obtained by accessing Cloverum’s Site or Services;
      7. loss caused by a custodian and/or by any third party that is not attributable to us;
      8. third party disruptions of or unauthorized access to Cloverum’s Site or Services; or
      9. any suspension, restriction or termination of any services or your Account.
    3. Aggregate cap. Cloverum’s total aggregate liability to you arising out of or relating to the Services, these Terms or any collateral contract, whether in contract, tort (including negligence) or otherwise, is limited to the total Fees actually paid by you to Cloverum for the Services during the twelve (12) calendar months immediately preceding the event giving rise to the claim.
    4. Statutory carve-outs. Nothing in these Terms shall exclude or limit liability that cannot be excluded or limited under applicable law, including liability for Cloverum’s fraud, wilful misconduct or (where such exclusion is prohibited) death or personal injury caused by Cloverum’s negligence.
    5. User indemnity. You agree to indemnify, defend and hold harmless Cloverum, its directors, officers, employees, agents and service providers from and against any and all losses, damages, liabilities, claims, costs and expenses (including reasonable legal fees) arising out of or related to: (a) your breach of these Terms or any Policy; (b) any instruction, data or content submitted via your Account; (c) any misrepresentation made by you; or (d) any investigation, enforcement action or penalty imposed on Cloverum as a result of your acts or omissions.
    6. Force majeure. Cloverum shall not be liable for any delay or failure to perform any obligation under these Terms if and to the extent such delay or failure is caused as a result of an event outside of its control, including, without limitation, by fire, flood, epidemic, pandemic, war, strike, riot, civil commotion, governmental action, power or utility failure, telecommunications breakdown, denial-of-service attack, major protocol exploit, third-party default or market disruption event (a “Force Majeure Event”). Upon the occurrence of a Force Majeure Event, Cloverum may, without limitation: (a) cease or suspend any of its Services; (b) reject orders; (c) change prices and spreads; (d) immediately require payment of any Fees you may owe us; and (e) take or omit to take all such other actions as Cloverum deems appropriate, in its sole and absolute discretion, to protect ourselves and our customers as a whole. Any action taken by Cloverum under this section can be effective immediately.
    7. Entire allocation of risk. The limitations and exclusions above form an essential basis of the agreement between you and Cloverum and apply to the maximum extent permitted by law notwithstanding any failure of essential purpose of any limited remedy.
    8. Release. If you have a dispute with one or more Users, you agree that neither we nor our affiliates or service providers, nor any of our respective officers, directors, agents, joint venturers, employees, and representatives, will be liable for any claims, demands, and damages (actual and consequential, direct or indirect) of any kind or nature arising out of or in any way connected with such disputes.
  9. Suspension & Termination
    1. Our right to act. Cloverum may immediately suspend, restrict or terminate your Access Credentials, Account or any Service (in whole or in part) if:
      1. we reasonably suspect a breach of these Terms, the Policies or applicable law;
      2. we are required to do so by an applicable law, CySEC, a court of competent jurisdiction or another supervisory / law-enforcement authority;
      3. we believe the security of the Platform, your Account or any Customer Funds is compromised;
      4. your CDD / On-going Monitoring information becomes inaccurate, incomplete or misleading and is not promptly remediated;
      5. you become, or in our reasonable opinion you are likely to become, Insolvent or unable to pay debts as they fall due;
      6. you fail to pay any fees within 7 calendar days of the due date;
      7. any investigation, claim, action or proceeding of any nature is commenced against you (including without limitation investigation into suspected market abuse, manipulation or other criminal conduct), you have breached applicable laws or steps are taken by any person to enforce any security interest against you; or
      8. continuing to provide the Services could create excessive legal, regulatory, reputational or other risk to Cloverum, in our absolute and sole discretion and opinion.
      2. We may also refuse to complete or block, cancel or reverse an order where there are insufficient funds in your Account to cover the order and (where applicable) all associated fees at the time that we receive the order.
      Notwithstanding the foregoing, we may suspend, restrict, or terminate your access to any or all of the Services and/or deactivate or cancel your Account, without reason by giving you thirty (30) days’ written notice. You acknowledge that our decision to take certain actions, including limiting access to, suspending, or closing your Account, may be based on confidential criteria that are essential for the purposes of our risk management and security protocols. You agree and acknowledge that Cloverum is under no obligation to disclose the details of its risk management and security procedures to you.
    2. Your right to close the Account. You may terminate the Agreement by giving us thirty (30)-days’ written notice after all open Orders are settled and all Customer Funds have been withdrawn to a whitelisted destination.
    3. Effect of termination. Upon termination: (i) all licences and rights granted to you automatically cease; (ii) all outstanding Fees and liabilities become immediately due; (iii) we will, subject to applicable law and any lien we hold, transfer remaining Customer Funds to your approved wallet or bank account; and (iv) the following Sections survive termination: 2, 6.2, 7, 8, 9.3, 10–16 (inclusive).
  10. Intellectual Property
    1. Ownership. All rights, title and interest in the Site, Platform, branding, logos, documentation, software, algorithms, databases and all derivative works (“Cloverum IP”) are and remain the exclusive property of Cloverum or its licensors.
    2. Licence to you. During the term we grant you a non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use Cloverum IP solely to receive the Services in accordance with these Terms. This licence does not apply to open-source components distributed under their own licences.
    3. Restrictions. You must not (and must not allow any third party to): (a) copy, modify, create derivative works of, reverse-engineer, decompile or disassemble Cloverum IP; (b) frame, scrape, mirror or data-mine the Site or Platform; (c) remove any proprietary notices; or (d) use Cloverum IP to build a competing product or service.
  11. Data Protection & Confidentiality
    1. Personal data. Processing of personal data by Cloverum is governed by the Privacy Policy and the AML Law. Each party shall comply with all applicable data-protection legislation from time to time, including, without limitation, Regulation (EU) 2016/679 (“GDPR”).You acknowledge, confirm and consent to our processing of personal data in relation to you (if you are an individual) and personal data that you have provided (or in the future provide) to us in relation to your employees and other associated individuals (if you are not an individual), in connection with these Terms or the Services. Accordingly, you represent and warrant that:
      1. your disclosure to us of any personal data relating to individuals other than yourself was or will be made in accordance with all applicable data protection and data privacy laws, and such data are accurate, up to date and relevant when disclosed;
      2. before providing any such personal data to us, you acknowledge that you have read and understood our Privacy Policy, and, in the case of personal data relating to an individual other than yourself, have (or will at the time of disclosure have) provided the individual with a copy of, or directed the individual towards a webpage containing that Privacy Policy (as amended from time to time);
      3. if from time to time we provide you with a replacement version of the Privacy Policy, you will promptly read that notice and provide updated copies of the Privacy Policy to, or re-direct towards a webpage containing the updated Privacy Policy, any individual whose personal data you have provided to us.
  12. Complaints & Dispute Resolution
    1. Internal complaint handling. If you are dissatisfied with the Services, please submit a written complaint to [email protected]. In case of a complaint, we will adhere with the provisions of our Complaints Handling Policy.
    2. Arbitration option. Without prejudice to mandatory court jurisdiction, Cloverum may, at its sole discretion, offer to resolve disputes by binding arbitration under the Cyprus Arbitration & Mediation Centre Rules; any such offer must be accepted by you in writing.
  13. Governing Law & Jurisdiction
    1. Law. These Terms – and any non-contractual obligations arising out of or in connection with them – are governed by, and shall be construed in accordance with, the laws of the Republic of Cyprus.
    2. Courts. Subject to Section 12, the District Court of Nicosia has exclusive jurisdiction to settle any dispute arising under or in connection with the Agreement, and each party irrevocably submits to that jurisdiction.
  14. Miscellaneous
    1. Amendments. We may amend these Terms by posting an updated version on the Site at least ten (10) Business Days before they become effective, unless a shorter period is reasonably necessary to comply with law or mitigate imminent risk. You hereby agree that any notification of amendments as referred to above shall be sufficient notice to you. Continued use of the Services after the effective date constitutes unconditional acceptance of the revised Terms. Should you not agree with the revised Terms, you can proceed with closing your Account and cease to use the Services.
    2. Assignment. You may not assign, novate or transfer any right or obligation under these Terms. Cloverum may assign or novate the Agreement (in whole or part) to an affiliate or a purchaser of substantially all of Cloverum’s assets without any prior written notice.
    3. Entire agreement. These Terms, together with the Policies and any onboarding documents executed between the parties, constitute the entire agreement and supersede all prior understandings.
    4. Severability. If any provision is held invalid or unenforceable, that provision shall be severed, and the remaining provisions remain in full force.
    5. Relationship of the parties. Nothing in these Terms creates a partnership, joint venture, fiduciary or employment relationship between you and Cloverum.
    6. Notices & Communication. You consent to receiving all notices and communications from Cloverum electronically via the Dashboard, Platform pop-up, email to your registered address or publication on the Site. A notice is deemed received: (a) when posted on the Dashboard or Platform; (b) at the time-stamp of our email server for outgoing mail; or (c) at 09:00 EET on the next Business Day after publication on the Site. All communications shall be in English unless we expressly agree otherwise; translations provided for convenience only. Where written-form notice is required by law, it may be delivered by courier or registered post to Cloverum’s addresses in Section 15, and to the Customer’s registered address.
    7. Record keeping. You are solely responsible for exporting, downloading and securely storing your own transaction records and statements from the Platform; Cloverum is not obliged to retain or provide access to such data after the statutory retention period has expired.
    8. Waiver. Failure to enforce any provision is not a waiver of that provision or of the right to enforce it later.
    9. Third-party rights. Except as expressly stated, no person other than the parties has any right to enforce any term of this Agreement.
    10. Language. These Terms and any information or notifications that you or we are to provide should be in English. Any translation of these Terms or other documents is provided for your convenience only and may not accurately represent the information in the original English. In the event of any inconsistency, the English language version of these Terms or other documents shall prevail.
  15. Contact Details
    16. Cloverum Finance (CY) Limited
    Reg. No. HE 474703
    Kypranoros 13, Evi Building, 2nd Floor, Office 201
    1061 Nicosia, Cyprus

    E-mail (general enquiries): [email protected]
    E-mail (complaints): [email protected]
    CySEC reference (pending authorisation): available upon grant of licence