Effective date: 23rd February 2023
1 Application of Terms
1.1 These terms and conditions (the "Terms") apply to the sale and purchase of Gold to or from Lexim Trading DMCC (Company Registration No: DMCC 154469) Unit 2201 Mazaya Business Avenue AA1, First Al Khail, Jumeirah Lake Towers, Dubai, United Arab Emirates ("Lexim") or another Lexim User, and the use of your Lexim User account. When this agreement refers to "you" or "your" or "Lexim User" it means the individual, institutions or organisations who uses the Lexim Platform (as defined below), and when it refers to "we", "us" or "our", it means Lexim. Capitalised terms used in these Terms are set out in Clause 22. These Terms form part of the documents constituting the Lexim Rules (as defined below) that govern your access to and use of the Lexim Platform. By using the Lexim Platform, Lexim Users agree to be bound by these Terms.
1.2 The Terms do not specify the quantities of Gold to be transferred pursuant to any individual sale and purchase transaction. The Parties may from time to time, by either executing, or by the automated digital production from the Lexim Platform of a Confirmation in accordance with Clause 2.1, agree to the sale and purchase of specific quantities or bars of Gold on the terms and conditions contained in these Terms and such other terms and conditions as are set out in the Confirmation, including terms and conditions as to the quantity of Gold sold and purchased, the price applicable to such Gold and any other terms and conditions relevant to such sale and purchase including any variation of the terms and conditions contained in these Terms.
1.3 The Parties agree that there shall be no binding commitment to sell and purchase Gold under these Terms unless and until a Confirmation has been created in accordance with Clause 2.
2 Sale and Purchase of Gold
2.1 A Lexim User may, from time to time, in its absolute discretion, by:
2.1.1 executing a written confirmation sent by Lexim; or
2.1.2 creating an automated digital confirmation on the Lexim Web Platform,
in either case reflecting the terms of a proposed sale and purchase of Gold (a "Confirmation"), request:
(a) Lexim to sell or purchase quantities of Gold on the terms and conditions contained in the Terms and the Confirmation; or
(b) another Lexim User to sell or purchase quantities of Gold on the terms and conditions contained in the Terms and the Confirmation, for a Contract Price to be mutually agreed between them (which, for the avoidance of doubt, may be nil).
Such Confirmation shall list the terms and conditions applicable to the proposed sale and purchase of Gold not otherwise covered by these Terms including Contract Quantity, and Contract Price.
2.2 A Confirmation shall not be valid unless:
2.2.1 the Lexim User has a valid Lexim Account in good standing at the time of such Confirmation; and
2.2.2 the amount standing to the credit of such Lexim Account at that time shall be at least equal to the Contract Price.
2.3 In the event of any inconsistency between the provisions of these Terms and the terms contained in a Confirmation, the Confirmation will prevail to the extent matters are specifically addressed in the Confirmation for the purposes of the relevant sale and purchase of Gold.
2.4 Each Confirmation shall supplement and be read and construed together with these Terms and all relevant applicable Annexes, and together, shall constitute a single integrated agreement between the Parties.
2.5 Each Lexim User acknowledges and agrees that:
2.5.1 the value of Gold is subject to the variability of market conditions and as such cannot be guaranteed and may be highly volatile;
2.5.2 Virtual Assets are not likely to be covered by any protections or insurance schemes which may be offered in the context of traditional securities or bank deposits (such as, for example, the Singapore Deposit Insurance Scheme and the Hong Kong Deposit Protection Scheme);
2.5.3 any information provided on the Lexim Website and Lexim Platform is intended as general information only and does not take into account your objectives, financial situation or needs. Before deciding to purchase any Gold offered over the Lexim Platform, we recommend you seek independent advice, ensure you fully understand the risks involved and carefully consider your objectives, financial situation and needs; and
2.5.4 there are also risks associated with online trading including, but not limited to, hardware and/or software failures, disruptions to communication systems, internet connectivity, Force Majeure, virus, hacker attack, system instability, flaws in third-party services, acts of government, or government agency etc. that may result in service interruption, data loss and other losses and risks.
3 Obligations
3.1 The Party selling the Gold (the "Selling Party") agrees to sell and deliver Gold to the Party buying the Gold (the "Buying Party"), who agrees to purchase, take, and pay to the Selling Party, in the quantities, the quality and at the prices respectively determined in accordance with these Terms and the relevant Confirmation.
3.2 Lexim shall, either itself, or procure that an Affiliate shall:
3.2.1 contract a reputable Storage Provider(s) in relation to the storage and safekeeping of the Gold on market standard terms;
3.2.2 make reasonable endeavours that the terms referred to in Clause 3 include an absolute obligation that the Storage Provider(s) will insure the Gold stored by such Storage Provider(s) to such an extent and against such risks as companies engaged in similar business normally insure (the “Required Insurance Policies”). Without prejudice to the foregoing, any insurance must cover the replacement value of the relevant Gold. This means the total cost of replacing the Gold if it is completely destroyed. All insurance must be with reputable independent insurance companies or underwriters;
3.2.3 use its reasonable endeavours to procure that the Storage Provider(s) promptly pay any premium and do anything necessary to maintain the insurances required to be maintained by it under this Clause;
3.2.4 promptly supply to the Lexim User on request copies of the Required Insurance Policies; and
3.2.5 make reasonable endeavours to promptly (i) notify the Lexim User of any lapse of, or event which may void, the Required Insurance Policies; and (ii) pay to the Lexim User any insurance proceeds paid under the Required Insurance Policies (if Lexim is the beneficiary under such insurance policy) or use all reasonable endeavours to procure the prompt payment to the Lexim User of any insurance proceeds paid under the Required Insurance Policies (if Lexim is not the beneficiary under such insurance policy), and where such insurance proceeds relate to the Gold purchased by the User under these Terms.
3.3 Facilities
Each Party shall provide, maintain, and operate relevant e-wallets for delivery and will provide all reasonable identification information to allow the other Party to comply with any regulatory requirements it may be subject to.
3.4 Title
The Selling Party warrants to the Buying Party that it has title to all Gold that it sells under each Confirmation, and that all Gold will, at the time of delivery to the Buying Party, be free and clear of all liens, claims and encumbrances and adverse claims of every description. Title and risk to such Gold will deem to pass upon the electronic ledger in the dashboard of the Lexim User's Account being updated. In the event that the Gold has not been delivered to the Buying Party at such time, the Selling Party shall be bailee of such Gold for the Buying Party until such time as the Gold has been delivered in to the Buying Party's physical possession, or into an e-wallet controlled by the Buying Party.
3.5 Lexim does not handle the storage of any physical gold kilobars and is solely reliant on the third-party Storage Providers to complete their services and obligations in relation to their storage of physical gold bars. You acknowledge and agree that the Storage Providers are responsible for the storage, insurance and safekeeping of the physical gold kilobars and Lexim assumes no responsibility or liability relating to the gold storage save as otherwise set out in Clause 3.2.
4 Quality & Digital Gold Certificates
4.2 DAU is a digital information unit, which is registered under the Ethereum and Arbitrum smart contracts as DAU ("DAU"). Each DAU references proof of ownership of one kilogram of Gold and may be purchased, transferred or sold in fractions thereof. The physical gold reserves will be of standardised 1 kg of LBMA 9999 purity from several internationally accepted refineries.
4.3 KBAR is a digital information unit, which is registered under the Ethereum smart contract as KBAR ("KBAR"). Each KBAR references proof of ownership of a specific indivisible one kilogram physical gold bar of LBMA 9999 purity from an internationally accepted refinery.
4.4 The physical gold bars represented by DAU or KBAR respectively will be stored with Storage Providers. Gold bars in storage will at least match the tokens on issue i.e.: 20 kg gold in storage will correlate to, or exceed, the total weight of DAU on issue, including microtransactions.
5 Price and Settlement
5.1 The price, as provided in the Confirmation, to be paid for Gold sold and purchased under a Confirmation shall be the Contract Price calculated in accordance with the provisions of the relevant Confirmation.
5.2 Payment
5.2.1 The Selling Party shall pay or cause to be paid in the currency stipulated in the Confirmation to the Buying Party, all amounts that become due and payable for the sale and purchase of Gold pursuant to such Confirmation. Such payments shall be automatically debited from the Lexim Account of the Lexim User which will have been pre-funded pursuant to Clause 9.3, or credited to such Lexim Account in the event the Lexim User is the Selling Party.
5.2.2 Each payment of any amount payable under a Confirmation shall be for the full amount due, without reduction, withholding or offset for any reason (including, without limitation, any exchange charges, bank transfer charges, any other fees, or Taxes.)
5.3 Fee
In the event that a Transaction is between two Lexim Users, Lexim shall be entitled to deduct a fee equivalent to 0.1% of the spot market value of the Gold being transferred under the Confirmation relevant to that Transaction from the Lexim Account of the party creating the relevant Confirmation.
6 Using the Lexim Platform
6.1 Subject to your compliance with the express Terms and Lexim Rules, Lexim grants you a revocable, limited, royalty-free, non-exclusive, non-transferable, and non-sublicensable license to access and use the Lexim Platform through your computer or internet compatible devices for your personal/internal purposes (the "Licence"). This Licence is effective until terminated by you or us. Your rights under the Terms will be terminated by Lexim if you fail to comply with any of the Terms. Lexim reserves all rights not expressly granted in these Terms. Therefore, you are hereby prohibited from using Lexim Platform in any way not expressly authorised by these Terms.
6.2 During the use of the Lexim Platform, all activities you carry out should comply with the requirements of any and all Applicable Laws and regulations, these Terms, and all applicable guidelines of Lexim.
6.3 We reserve the right, in our sole discretion, to deny you access to the Lexim Website, Lexim Platform, or any part thereof, without notice if we have any reason to suspect or believe that you have not complied with these Terms.
6.4 While we take reasonable steps to ensure that the Lexim Platform are available continuously, we do not make any representations or warranties that your access will be uninterrupted, timely, secure or error-free. Your access to the Lexim Platform may be suspended without notice in situations of system or network failure, maintenance or repair or any reason beyond our reasonable control.
6.5 We offer no guarantee of any nature for the timeliness of the transactions conducted over the Lexim Platform. The processing of each transaction may take time and may be subject to the processes and timeliness of Third Party Service Providers.
7 Lexim Account registration
7.1 Registration
7.1.1 All Lexim Users must apply for and be granted an account with Lexim ("Lexim Account") before using the Lexim Platform (the "Registration Process").
7.1.2 An applicant may express their intent to be onboarded as a Lexim User on the Lexim Website.
7.1.3 Correspondence for the Registration Process shall be online via the Lexim Platform.
7.1.4 Any Lexim User intending to register for a Lexim Account agrees:
(a) to provide personal information as requested during the Registration Process for the purposes of identity verification;
(b) to complete the Onboarding (as defined below); and
(c) to accept these Terms, the Privacy Policy and any other Lexim Rules as applicable.
7.1.5 For the avoidance of doubt, Lexim may refuse, in its absolute discretion, to open a Lexim Account for any applicant who does not fulfil the requirements under this Clause 7.1.
7.1.6 Lexim Users agree that the eligibility criteria may differ between applicants. We may refuse your application for any reason. Unless required by Applicable Law, we shall not give reasons for refusing or accepting an application.
7.2 Eligibility and identity verification
7.2.1 By registering for a Lexim Account, you represent and warrant that:
(a) you are of the age of majority in your jurisdiction to conclude a contract;
(b) you are opening the Lexim Account either personally in your own name and on your own behalf or as the duly authorised representative of a Third Party Entity (as defined below) in accordance with Clause 7.3;
(c) you have legal capacity to enter into transactional documents to purchase Gold under Applicable Laws, and you have full power and authority to carry out the actions contemplated in such transactional documents;
(d) you are not declared bankrupt and no application is made to court, or an order is made, for the appointment of an administrator (or equivalent) in relation to your assets;
(e) you are not contravening any applicable Sanctions;
(f) you are not engaged or involved in, or otherwise subject to any Sanctions Proceedings;
(g) no Sanctions Proceedings have been threatened or are pending against you and there are no circumstances likely to give rise to any such Sanctions Proceedings against you;
(h) you or the Third Party Entity (as applicable) are not:
(i) a Sanctions Target;
(ii) an individual who is a citizen or resident of the United States for United States federal income tax purposes;
(iii) a corporation, partnership or other entity created or organized in or under the laws of the United States, or any estate or trust the income of which is subject to United States federal income taxation regardless of its source;
(iv) engaging, or have engaged, in any conduct, operations, transactions or dealings that could reasonably be expected to result in you becoming a Sanctions Target;
(i) you have not conducted or engaged, or are not currently conducting or engaging, (in each case directly or, so far as the you are aware, indirectly) in any operations, activities, transactions or dealings with, or for the benefit of, a Sanctions Target; and
(j) you are not operating and have no dealings in a Sanctioned Territory, where such operations or dealings contravene applicable Sanctions.
7.2.2 In order to approve your registration and open your Lexim Account, you may be required to provide us with information including but not limited to:
(a) identity data such as your full name, date of birth and gender;
(b) contact data such as your address, email address, telephone number; and
(c) financial data such as your bank account details and payment card details.
7.2.3 It is your obligation to ensure that all information provided is complete, true, accurate and not misleading at the point of registration. After registration, you must ensure that the information is true, complete, and timely updated when changed. Should Lexim suspect that any of the information you provided is incorrect, false, outdated or incomplete, it reserves the right to send you a notice to demand correction, directly delete the relevant information, and, as the case may be, terminate all or part of Lexim Platform. If you do not satisfactorily respond to any such notice to the contact information you provided within 30 calendar days you will be fully liable for any loss or expense caused to Lexim during your use of Lexim Platform from the date of the aforesaid notice. You hereby acknowledge and agree that you have the obligation to update all the information if there is any change.
7.2.4 By registering a Lexim account, you hereby authorise Lexim to conduct investigations that it considers necessary, either directly or through a third party, to verify your identity or protect you, other Lexim users and/or Lexim from fraud or other financial crimes, and to take necessary actions based on the results of such investigations. You also acknowledge and agree that your personal information may be disclosed to credit bureaus and agencies for fraud prevention or financial crime prevention, which may respond to our investigations.
7.3 Corporate Account
If you wish to open a Lexim Account as an Authorised Person on behalf of a company, trust or partnership ("Third Party Entity"), you acknowledge and agree that:
7.3.1 in all cases you must be duly authorised on behalf of the Third Party Entity duly registered and in good standing under Applicable Law, to open and operate the Lexim Account in accordance with all relevant terms and conditions including, and without limitation, these Terms;
7.3.2 at the time of registering the Corporate Account, you may be required to provide us with the corporate details, information and make certain undertakings;
7.3.3 at the time of registering the Corporate Account, you may be required to be appointed as an Authorised Person in accordance with Clause 7.5;
7.3.4 in all cases you must from time to time and promptly upon request provide us such information we require in order to comply with all relevant laws and regulations, including without limitation our obligations under anti-money laundering laws;
7.3.5 the Bank Account(s), User Wallet(s) you connect to the Corporate Account must be in the name of the Third Party Entity;
7.3.6 all Virtual Assets and/or Fiat in the Corporate Account is owned by the Third Party Entity and not you personally;
7.3.7 you must notify before or as soon as possible after:
(a) there is any change to any of the information you have provided us, such as a change of name or address;
(b) you cease for any reason to be an Authorised Representative or Authorised Person of the Third Party Entity, including without limitation where you cease to be a director, trustee or partner of the Third Party Entity, as relevant;
(c) the Third Party Entity is wound up, deregistered or becomes insolvent; or
(d) any of the information you have provided becomes materially untrue; and
7.3.8 you warrant that all information you provide us is true at the time it is provided.
7.4 Updating of information
7.4.1 You must from time to time and promptly upon request provide us with any information we require in order to comply with all relevant laws and regulations, including without limitation our obligations under Know Your Customer ("KYC") and Anti-money laundering ("AML") regulations.
7.4.2 You must notify Lexim before or as soon as possible after if there is any change to any of the information provided and/or if any of the information provided becomes, incorrect, untrue or inaccurate.
7.4.3 You must provide us with copies of any KYC documentation we require without delay.
7.5 Authorised Persons
7.5.1 A Lexim User may appoint an Authorised Person to provide Instructions and manage the Lexim User's Lexim Account and Platform Account.
7.5.2 An Authorised Person shall be subject to KYC and AML verification, and any other verification processes as we deem appropriate at our full discretion.
7.5.3 We will act on, and in accordance with, the Instructions of any Authorised Person until you vary (by removing or adding Authorised Persons) or remove the Authorised Person.
7.5.4 If you want to vary the account operating authority by changing either any Authorised Person(s), or remove the Authorised Person(s), you must inform us with a notice in writing. On receipt of a valid written notice, we will vary or cancel the authority of the Authorised Person as stipulated in the written notice you have provided. The variation or cancellation becomes effective within a reasonable time after we accept your notice as valid and we will notify you once the variation or cancellation is effective and its effective date.
7.5.5 We are entitled to rely on any Instructions given or purported to be given by an Authorised Person in accordance with the authority.
8 Onboarding Process
8.1 The onboarding process may be conducted by Third Party Service Providers with expertise in KYC/AML services (collectively the "Onboarding Providers") (the "Onboarding").
8.2 Based on your initial and ongoing usage of the service, you consent to us and/or the Onboarding Providers using methods for identification verification purposes in compliance with KYC/AML requirements. This includes information such as source of funds and source of wealth. We and/or our Onboarding Providers may require you to disclose additional documents for verification, based on the assessment of your profile. Such methods may include you providing a copy of a valid driver's licence, passport or other identification document and/or proof of address as well as bank statements, proof of income, or such other documents or evidence we or the Onboarding Providers in our absolute discretion consider necessary to meet applicable KYC/AML requirements.
8.3 You consent to the above verification process and acknowledge that any personal information provided during the Onboarding Process will be handled in accordance with our Privacy Policy.
8.4 You understand and accept that the information collected for the Onboarding Process will be assessed and verified by Lexim and/or our Onboarding Providers. Lexim and/or our Onboarding Providers may act at their own discretion and have no obligation to explain or justify the rejection of any applicant. Lexim and/or our Onboarding Providers will not accept any anonymous accounts. The records used to identify and verify persons pursuant to the Onboarding Process will be retained according to all legal requirements and our Privacy Policy.
8.5 You accept that any and/or all communication provided for the Onboarding Process may be recorded and kept by us as a record of the information provided by you, including any telephone conversations that you may have with us.
8.6 If you fail to complete the Onboarding Process within thirty (30) days from the first date Lexim responds to your request to begin the Registration Process, Lexim may, at our full discretion, terminate your Lexim Account or refuse to process your application.
9 Funding your Lexim Account
9.1 The Wallet
9.1.1 A Lexim User intending to use Virtual Assets must link a digital blockchain wallet that is owned and controlled by them to their Lexim Account.
(the "User Wallet").
9.1.2 The User Wallet will be required to undergo the process ("Allowlisting").
9.1.3 The User Wallet:
(a) cannot be used for until the Lexim User has successfully completed the Allowlisting;
(b) must be in the control of the Lexim User. Lexim reserves the right to reverse the Allowlisting of a User Wallet if it suspects that the User Wallet is being used by a person other than the Lexim User; and
(c) may be used by the Lexim User to receive, send, store or carry out any other transaction of DAU, KBAR or Virtual Assets that are compatible with the User Wallet.
9.1.4 Lexim reserves the right, at its full discretion, to modify or suspend any aspect of the Allowlisting of a User Wallet at any time for any reason without notice to the Lexim User.
9.2 Bank Account
9.2.1 A Lexim User intending to use Fiat to fund their Lexim Account may be asked to provide to Lexim the details of a bank account to be designated for such use ("Bank Account").
9.2.2 You agree and acknowledge that the Bank Account may be subject to additional verifications including but not limited to KYC/AML verifications and allowlisting. For the avoidance of doubt, Lexim may, at its discretion refuse to recognise a Bank Account if it determines that the Lexim User has not completed the requisite verifications for the onboarding of the Bank Account.
9.3 Depositing Fiat or Virtual Assets into the Lexim Account
9.3.1 Fiat or Virtual Assets should only be transferred in strict compliance with Lexim's instructions, including but not limited to using the Lexim User's unique reference number ("URN") in the relevant bank transfer advice.
9.3.2 The Lexim User acknowledges that failure to identify any bank transfer with the correct URN, or otherwise not in accordance with Lexim's instructions, may result in a delay in crediting the Lexim User's account. Lexim will bear no responsibility for any loss or liability resulting from such a delay.
10 Details, Security and Instructions
10.1 Lexim shall, within the scope of its responsibility, structure its internal organisation in a manner that it complies with industry practice technical and organisational requirements for the protection of Virtual Assets.
10.2 The technical and organisational measures are subject to technical progress. Lexim shall be entitled to modify its technical and organisational measures, particularly if new technical security measures are required by market standards or recommended by the supervisory authorities or equivalent bodies provided, however, that no modification shall be permissible if it derogates from the level of protection contractually agreed upon or required by Applicable Law. Lexim shall document any substantial amendments and notify the Lexim User of such amendments if they shall materially adversely affect its Lexim Account and/or the Lexim Platform.
10.3 We may rely on software licenced from third parties to fulfil our security functions. Any loss of the right to use any of this software could result in delays in the provisioning of our services, which could result in the loss or limiting of our services or features available in our services. We shall not be liable for any errors or defects in third-party software or inadequate or delayed support by our third-party licensors that result in errors, delays or failures in our service.
10.4 The Lexim Account and Platform can only be used by the Lexim User named as the registrant of the account and the appointed Authorised Person (if any). Lexim reserves the right to suspend, freeze or cancel Lexim Accounts by persons other than the account registrant. If you suspect or become aware of any unauthorized use of your Lexim Account, you should notify Lexim immediately. Lexim assumes no liability for any loss or damage arising from the unauthorised access or use of the Lexim Account by any third party without your authorization.
10.5 You must exercise safe security practices when providing Instructions or conducting any transactions on your Lexim Account. This includes maintaining any security measures we may recommend, including but not limited to virus scanning, downloading anti-spyware software and any similar measures to maintain the security of your devices so as to protect against any likely threat or unauthorised use of your identity to access or make Instructions on the use of your Lexim Account or Lexim Platform.
10.6 Lexim will execute the Transactions as soon as possible upon receipt of the Instructions.
10.7 In case of a failure that prevents a Transaction from being successfully processed, a Transaction can transition to failed state. Any amount which was locked by such Transaction will be released, and the available balance will be updated accordingly. Lexim will not be liable for any losses sustained by a Lexim User in the event of a Transaction that fails. In the event that a Lexim User wishes to re-execute such a Transaction it will be required to resubmit the Transaction on the Lexim Platform.
10.8 You must notify us immediately if you suspect that other person(s) has accessed your Lexim Account without your authorisation. Until you notify us, and we confirm receipt of that notice, we will not be liable to you for any loss or claim arising out of any unauthorised use of your Lexim Account and/or Platform.
10.9 Instructions
10.9.1 You:
(a) authorise Lexim to accept Instructions from you or any Authorised Person(s). You confirm that each Authorised Person has the power and authority to give Instructions to Lexim on your behalf. You will, and will procure that each of your duly Authorised Persons will, comply with any requirements we reasonably impose in relation to executing the Instructions in compliance with any Applicable Law;
(b) agree that we may assume the authenticity of any Instructions given or purportedly given by you or any Authorised Person. We are not obliged to enquire into any of these matters;
(c) authorise us to act upon any Instruction that we believe to be authentic and valid. We may conclusively rely on the Instructions if we believe that the Instructions were given by you or your Authorised Person and are duly authorised, accurate and complete, even though this is incorrect and even if you send us further communications that differ in any respect from such Instructions;
(d) agree that we shall only act on Instructions provided by you or any Authorised Person(s) through the agreed Mode of Communications ;
(e) agree that if we do not acknowledge your or any Authorised Person's Instructions, that Instruction is deemed to not to have been received by us;
(f) acknowledge and accept the risks of giving Instructions by the Mode of Communications, including the risk of any Instructions being unauthorised or given by a person who is not an Authorised Person, the risk that we may process Instructions twice if you send the same Instructions to us in different forms and the risk that any information sent by electronic means cannot be guaranteed to be secure or free from virus or delay;
(g) are responsible for ensuring the accuracy and completeness of the Instructions and we shall not be liable for any such error as a result of your incorrect Instructions;
(h) agree that Instructions from you or any Authorised Person are irrevocable and you are not entitled to cancel, reverse or otherwise disclaim such Instructions. If acted on by us in good faith, the Instruction will be binding on you. We are under no obligation to act on an Instruction to cancel or amend a previous Instruction from you or your Authorised Person. We may also be unable to cancel or amend an unexecuted or partly executed Instruction for any reason;
(i) agree that we shall use our reasonable endeavours to execute the Instructions, but we do not guarantee that the Instructions will be wholly or partially executed or will be executed by a certain time;
(j) agree that any and/or all communication of Instructions may be recorded and kept by us as a record of your Instructions, including any telephone conversations that you may have with us; and
(k) agree that we are not obliged to act on any of your Instructions if we determine, at our sole discretion, that the Instructions provided by you or any Authorised Person:
(i) does not comply with the specified Mode of Communications, in accordance with the Terms;
(ii) are, in Lexim's opinion, incomplete, unclear, conflicting, ambiguous or inconsistent with any other Instructions;
(iii) any Instructions might cause Lexim to contravene any Applicable Laws;
(iv) Lexim has any doubt on the authenticity, clarity or completeness of the Instruction; and
(v) the form or content of such Instruction is not in accordance with the requirements or policies or practices as prescribed by Lexim from time to time.
We shall not be responsible for or liable to you whatsoever as a result of such refusal to act under such reasons listed under this Clause.
10.10 agree that we reserve the right to process, cancel, correct, clawback, and/or reverse, any Instructions or a Transaction at any time, even after funds may have been credited or debited to or from your Lexim Account without giving any reason or explanation or prior notice to you if:
10.10.1 we determine, in our sole discretion, that there has been an error in the handling or processing of the relevant Instruction or Transaction. In such circumstances, you undertake to take all steps requested by us in order to assist Lexim in correcting such error, including, but not limited to, returning Gold or proceeds that have been erroneously credited to your Lexim Account; or
10.10.2 upon the occurrence of abnormal transactions, market interruption and other abnormal conditions caused by, arising from, or related to system failure, platform system bug(s), network failure, distributed denial of service attacks (DDos) and other hacker attacks and other unexpected factors; or
10.10.3 in response to a subpoena, court order, or other government order; or
10.10.4 if we suspect the Transaction may involve:
(a) money laundering, terrorist financing, fraud, or any other type of financial crime; or
(b) relate to a prohibited use in accordance with these Terms; or
10.10.5 if required by Applicable Law.
11 Termination
11.1 Suspension of Lexim Account
11.1.1 You agree that we may temporarily suspend your Lexim Account, along with your access to the Lexim Platform, in the event of a technical problem until the problem is resolved or at a time Lexim deems appropriate to resume access.
11.1.2 You agree that in the event that:
(a) the Lexim Account is subject to a governmental proceeding, criminal investigation or other pending litigation;
(b) we detect unusual activities in the Lexim Account;
(c) we detect unauthorised access to the Lexim Account;
(d) we have reasonable cause to suspect that your Lexim Account is in violation of Applicable Laws; and/or
(e) we are required to do so by order of a court or regulatory authority
Lexim shall have the right to immediately suspend your Lexim Account (and any accounts beneficially owned by related entities or Affiliates), freeze or lock the Virtual Assets or Fiat in all such accounts, and suspend your access to Lexim for any reason and at any time without prior notice to or any consent from you and without assigning any reason for that action. You agree that Lexim shall not be liable to you for any permanent or temporary modification of your Lexim Account, or suspension or termination of your access to all or any portion of Lexim Platform. Lexim shall reserve the right to keep and use the transaction data or other information related to such Lexim Accounts. The above account controls may also be applied in the following cases:
11.2 Involuntary Termination of Lexim Account
11.2.1 We may immediately terminate your Lexim Account, along with your access to the Platform Account, at any time ("Involuntarily Termination"), without prior notice and refuse to provide access to the Lexim Platform to you if:
(a) the Lexim Account is subject to any governmental or regulatory proceeding, criminal investigation or other pending litigation;
(b) we are required to do so by order of a court or regulatory authority, or otherwise required by any Applicable Law;
(c) we suspect your Lexim Account or Lexim Platform is being used for an unlawful purpose or in a fraudulent, misleading, deceptive, inappropriate or unlawful manner;
(d) we decide to discontinue the Lexim Platform for any reason or the Lexim Platform are discontinued for any reason;
(e) you fail to promptly (and in any event within 7 calendar days) provide updated, or additional satisfactory KYC documentation if requested by Lexim;
(f) you fail to acknowledge or agree to be bound by any modified Terms and/or any modified Privacy Policy in accordance with Clause 15.1.1 and Clause 15.2.2 of these Terms;
(g) you are subject to an Insolvency Event;
(h) you are in breach of any of the Terms and/or Lexim Rules; or
(i) in our sole discretion, an event of Force Majeure occurs.
11.2.2 In the case of the events under Clause 11.2.1, Lexim shall have the right to directly terminate these Terms by cancelling your Lexim Account and shall be vested with the right but not the obligation to permanently freeze (cancel) the authorizations/use of your Lexim Account and withdraw the Lexim Account.
11.2.3 Lexim shall, at its full sole discretion, take such measures it deems necessary for the protection of its Lexim Platform, reputation and other Lexim Users.
11.2.4 If Lexim is informed that any Virtual Assets or Fiat held in your Lexim Account are stolen or otherwise are not lawfully possessed by you, Lexim may, but has no obligation to, place an administrative hold on the affected Virtual Assets or Fiat and your Lexim Account. If Lexim does lay down an administrative hold on some or all of your Virtual Assets or Fiat or Lexim Account, Lexim may continue such hold until such time as the dispute has been resolved and evidence of the resolution acceptable to Lexim has been provided to Lexim in a form acceptable to Lexim. Lexim will not involve itself in any such dispute or the resolution of the dispute. You agree that Lexim will have no liability or responsibility for any such hold, or for your inability to withdraw Virtual Assets or Fiat or use the Lexim Platform during the period of any such hold.
11.2.5 Where your Lexim Account undergoes Involuntary Termination you remain liable for any amounts owing to us and we are entitled to set off such amounts against any Virtual Assets or Fiat in your Lexim Account.
11.3 Voluntary Termination of Lexim Account
11.3.1 You may voluntarily cancel your Lexim Account at any time by contacting us ("Voluntarily Termination"). You agree that you shall provide on request an external digital wallet address or bank account to be designated as your Return Facilities.
11.3.2 We can neither guarantee the cancellation nor successful processing of any Transaction which is pending at the time that your Lexim Account undergoes Involuntarily Termination or Voluntarily Termination.
11.3.3 If your Lexim Account undergoes Voluntarily Termination you remain liable for any amounts owing to us and we are entitled to set off such amounts against any Virtual Assets or Fiat in your Lexim Account.
11.4 Data retention upon termination
Should your Lexim Account be terminated, your data will be retained by us in accordance with our Privacy Policy. Lexim retains information which may be turned over to governmental authorities in the event of a Lexim Account's suspension/closure arising from fraud investigations, investigations of violation of law or violation of these Terms and/or Lexim Rules.
11.5 Payment and return of Assets
11.5.1 Upon termination of your Lexim Account, we may, subject to Applicable Law and any Virtual Assets that may be quarantined, return any Virtual Assets or Fiat recorded in your Lexim Account:
(a) to a designated external address (for Virtual Assets) or bank account (for Fiat) that is under your control, as last notified to us in writing (the "Return Facilities");
(b) at our discretion, as soon as reasonably predictable or as otherwise required by Applicable Law or our internal policy; and
(c) less fees, costs or other administrative charges deducted in respect of the return of any Virtual Assets or Fiat, to the extent permissible under Applicable Law to a Return Facility or a Wallet designated by any court order or arbitral award.
11.5.2 You agree and acknowledge that the Return Facilities may be subject to additional verifications including but not limited to KYC/AML verifications and allowlisting. For the avoidance of doubt, Lexim may, at its discretion refuse to recognise a Return Facility if it determines that the Return Facility has not completed the requisite verifications.
11.5.3 If we are unable to return any Virtual Assets and/or Fiat to you pursuant to Clause 11.5.1 we may or may not choose to take reasonable steps, as determined in our sole discretion in the circumstances, to contact you and return the Virtual Assets and/or Fiat in the form and manner we deem appropriate.
11.5.4 If we are unable to contact you or return the Virtual Assets pursuant to Clause 11.5.1(b), we may deal with the relevant amount of Virtual Assets or Fiat (less applicable costs) as we consider appropriate, as determined in our sole discretion. This includes transferring the Virtual Assets or Fiat to a third party. You will not have any further rights to such amounts. Without limiting any of the foregoing, we are not obliged to hold any such Virtual Assets or Fiat for you.
11.5.5 You agree that it is your responsibility to provide accurate details of the Return Facilities. Lexim shall not be liable for an incompatibilities or errors in transfers that are the result of any inaccurate information of the Return Facilities as provided to Lexim or any failure to complete any attempts to return the assets.
11.5.6 Lexim's liability in respect of such Virtual Assets shall be fully discharged upon it executing a valid instruction to transfer the relevant Virtual Assets to the notified Return Facilities.
12 Liability
12.1 Your use of the Lexim Platform is at your own risk. To the extent permitted by Applicable Law, the Lexim platform and content are provided "as is," without warranty of any kind. Without limiting the foregoing, Lexim explicitly disclaim any warranties of merchantability, fitness for a particular purpose, quiet enjoyment, or non-infringement, and any warranties arising out of course of dealing or usage of trade. Lexim makes no warranty that the Lexim Platform will meet your requirements or be available on an uninterrupted, secure, or error -free basis, and we make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness, or reliability of any content.
12.2 To the extent permitted by Applicable Law, neither us, nor our officers, representatives, professional advisors or related entities, Affiliates, associates or any other party involved in creating, producing, or delivering the Lexim Platform will be liable to you for any indirect, incidental, special, punitive, exemplary, or consequential damages, including lost profits, loss of data, or goodwill, service interruption, computer damage, viruses that may originate from the Lexim website, app or Lexim platform or system failure arising out of or in connection with the terms, or from the use of or inability to use the Lexim Platform. Some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, so the foregoing limitation of liability shall apply to the fullest extent permitted by law in the applicable jurisdiction.
12.3 To the fullest extent permitted by Applicable Law, we (including our directors, officers, employees, agents, contractors, Affiliates, and related companies) (the "Indemnified Parties") will not be liable to you for any liability, loss or cost suffered directly or indirectly whether under contract, negligence or other tort, equity or otherwise arising under or in connection with the Lexim Platform or the Lexim Rules. If there are any such claims, to the fullest extent permitted by Applicable Law, the Lexim User hereby unconditionally and unequivocally releases and discharges Lexim from all actions, proceedings, claims and demands whatsoever which the Lexim User may have at any time.
12.4 You hereby undertake to indemnify, and keep indemnified, on a full indemnity basis, the Indemnified Parties and must pay the Indemnified Party on demand for, any loss the Indemnified Party may reasonably incur in connection with the Lexim Rules, your breach of any of the Lexim Rules, your use of the Lexim Website and/or Lexim Platform in each case except to the extent that the loss is a direct result of the Indemnified Party's own gross negligence, fraud or wilful misconduct.
12.5 You are responsible for your use of the Lexim Platform including, without limitation, the use of any information provided through the Lexim Platform. We are not responsible for any errors that occur due to systems or infrastructure failures or disruptions beyond our control, including your mobile device hardware, software (including compatibility) or any mobile or wi-fi network.
13 Limitations
13.1 Lexim has no technical, organizational or legal influence on the software protocols underlying a blockchain or smart contracts mapped on the blockchain and thus determining the functions of Virtual Assets. Lexim is not responsible for the operation of the underlying protocols, including smart contracts, of Virtual Assets and makes no guarantees of their functionality, availability or security. Lexim is not responsible for any operations or actions an issuer of Virtual Assets might perform such as, but not limited to, so-called burning or minting of tokens.
13.2 The Lexim User acknowledges that Virtual Assets and their blockchain protocols involve several risks. The Lexim User acknowledges that transfers of Virtual Assets may not be executed due to market circumstances such as, but not limited to, forks, or the absence of liquidity, and/or technical issues with internet providers. A Transaction may be unconfirmed for an uncertain period of time after it is ordered and may be never completed if it remains pending depending on the blockchain network's state and capacity.
13.3 Losses
13.3.1 The Lexim User acknowledges that Virtual Assets may be subject to expropriation and or/theft. Hackers or other malicious groups or organizations may attempt to interfere with the tokens and/or the blockchain that such token is on and/or any exchanges in which the tokens are listed in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing and spoofing. Furthermore, since blockchain and the exchanges rest on open-source software and the tokens are based on open-source software, there is the risk that smart contracts may contain intentional or unintentional bugs or weaknesses which may negatively affect the tokens or result in the loss of your Virtual Assets, and the ability to access or control the Virtual Assets. In the event of such a software bug or weakness, there may be no remedy and Lexim Users are not guaranteed any remedy, refund or compensation.
13.3.2 Loss of token
(a) Loss of hash or private key
Any loss of the hash or the private key on which the Virtual Asset is stored or accessed will result in a loss of the Virtual Asset.
(b) Access to private keys
You acknowledge that the Virtual Asset(s) held by you is held in a digital wallet or vault, which requires a private key, or a combination of private keys, for access. Accordingly, loss of requisite private key(s) associated with your digital wallet or vault storing tokens will result in loss of such tokens, access to your tokens balance and/or any initial balances in blockchains created by third parties. Moreover, any third party that gains access to such private key(s), including by gaining access to login credentials of a hosted wallet or vault service you use, may be able to misappropriate your Virtual Asset(s). You acknowledge that Lexim is not responsible for any such losses.
13.4 We shall not, under any circumstances, be required to refund or compensate a Lexim User for any loss that is the result of the Lexim User's own actions or omissions.
13.5 To the maximum extent not prohibited by Applicable Law, Lexim shall not be liable for damages of any type, whether direct or indirect, arising out of or in any way related to your use or inability to use the User Wallet including but not limited to damages allegedly arising from the compromise or loss of your login credentials or funds, or loss of or inability to restore access from your backup phrase, or for mistakes, omissions, interruptions, delays, defects and/or errors in the transmission of transactions or messages to the network, or the failure of any message to send or be received by the intended recipient in the intended form, or for diminution of value of ether or any other Virtual Token or Virtual Asset on the network. Lexim shall not be liable under any circumstances for any lost profits or any special, incidental, indirect, intangible, or consequential damages, whether based in contract, tort, negligence, strict liability, or otherwise, arising out of or in connection with authorized or unauthorized use of the User Wallet, even if a representative of Lexim has been advised of or knew or should have known of the possibility of such damages.
Forks
13.6 A "fork" refers to an upgrade in the code of a blockchain network, which may, for example, occur as a result of disagreements between stakeholders as to an update to a Virtual Asset's protocol or from a deliberate effort to revert the blockchain history to a point prior to a cyber-attack. A Hard Fork may result in a permanent split from a previous version of the blockchain and will effectively create a new Virtual Asset. The occurrence of a fork is outside of Lexim’s control. The supply of Virtual Assets as a result of a fork or similar changes to a Virtual Asset's protocols and Lexim’s ability to deal with the new Virtual Asset which arises as a result may depend on third party providers which are outside of Lexim’s control. Lexim does not own or control any of the protocols that are used in connection with Virtual Assets and their related networks. Accordingly, Lexim is not liable in respect of such protocols or any change in the value of any Virtual Asset (whether as a result of a fork or any similar change to a Virtual Asset's protocol or otherwise), and Lexim makes no guarantees regarding the security, functionality, or availability of such protocols.
14 Third party service
14.1 You acknowledge and agree that we:
14.1.1 may use third party service providers, such as exchanges, brokers, custodians, independent contractors and agents (including correspondents) or utilise the services of any Lexim related party or other third party to make certain functions or information available to you, at our discretion in order to provide the Lexim Platform from time to time (the "Third Party Service Providers"). In particular such Third Party Service Providers may be used in relation to:
(a) compliance, including to facilitate and verify KYC, KYT and AML processes; and
(b) hot, warm and cold wallet infrastructure.
A list of Third Party Service Providers used by Lexim is available upon request.
14.1.2 may be unable to provide the Lexim Platform if the services of appropriate Third-Party Service Providers are not available on commercially reasonable terms;
14.1.3 are not liable for the acts, omissions or unavailability on reasonable commercial terms or any losses sustained in connection with the use, of such Third Party Service Providers, provided that we exercise reasonable care in their selection; and
14.1.4 may change any service provider at any time without prior notice.
We agree to undertake appropriate due diligence before the appointment of any Third Party Service Providers, as well as ongoing due diligence at regular intervals, in respect of the ongoing engagement of appointed third-party services providers. Such due diligence will be in accordance with our internal policies and procedures.
14.2 In addition to the Terms, your use of the Lexim Platform may be subject to the terms and conditions imposed by relevant third parties from time to time, as notified to you.
15 Privacy policy, intellectual property and confidentiality
15.1 Privacy policy
15.1.1 We are committed to complying with our privacy obligations. All personal information collected will be handled in compliance with the Protection of Personal Data ("PDPL").
15.1.2 For more detail on how we collect, use and disclose personal information, please refer to our privacy policy (the "Privacy Policy") on our website at https://lexim.gold/privacy-policy/. By using the Lexim Platform, you acknowledge and agree that you have read and consented to our Privacy Policy.
15.2 Intellectual property and confidentiality
15.2.1 The Lexim Platform is protected by intellectual property laws and embody our valuable Confidential Information and that of our licensors. We and our licensors own all rights, title and interest in respect of the Lexim Platform including all intellectual property rights. We reserve all rights other than those granted to you under the Lexim Rules. You must not reverse engineer, decompile, disassemble, or extract any element of the Lexim Platform or otherwise seek to discover any source code, algorithms, methods or techniques embodied in the Lexim Platform. You must not modify, transfer, distribute, pledge, sublicense, rent, lease, or create derivative works based on the Lexim Platform, including its user interfaces.
15.2.2 All information and material that we supply to you, excluding your Lexim Account balance and other information specific to your Lexim Account, constitutes part of our Confidential Information, except where such information or material is in the public domain through no fault of yours. You must not disclose any such Confidential Information for any purpose without our prior written consent or except as required by law, court order or any regulatory authority.
16 Assignment
16.1 You may not assign, transfer or otherwise deal with your rights or obligations under these Terms and/or Lexim Rules to anyone without our prior written consent.
17 Conduct and our enforcement rights
17.1 You agree that you are responsible for your own conduct while using the Lexim Platform, and for any consequences thereof. By way of example, and not as a limitation, you agree that when using the Lexim Platform, you will not:
17.1.1 violate, or encourage any conduct that would violate, any Applicable Law or regulation or would give rise to civil liability;
17.1.2 impersonate or misrepresent your affiliation with another person or entity;
17.1.3 submit false, falsified, misleading, or inappropriate data submissions, edits, or removals;
17.1.4 use any unauthorised third party software (e.g. bots, mods, hacks, and scripts) to modify or automate operation or attempt to circumvent any restriction in the Lexim Platform including restrictions on your location. If you do, Lexim and/or their related entities, associates or any other party involved in creating, producing, or delivering the Platform has the power to suspend or terminate your access to some or all of the Lexim Platform and apply additional remedies at their sole discretion;
17.1.5 transmit any viruses, worms, defects, trojan horses, or any items of a destructive nature;
17.1.6 use, display, mirror, or frame the Lexim Platform or any individual element within the Lexim Platform or other proprietary information of Lexim, or the layout and design of any page or form contained on a page, without Lexim's express prior written consent;
17.1.7 use or register anywhere in the world any domain name, social media handle, trade name, trade mark, branding, logo or other source identifier of Lexim, or that may be confused with the same, without Lexim's express prior written consent;
17.1.8 use other proprietary information, or the layout and design of any page or form contained on a page, without Lexim's express prior written consent;
17.1.9 access, tamper with, or use non-public areas of the Lexim Platform, Lexim's computer systems, or the technical delivery systems of Lexim's providers;
17.1.10 attempt to probe, scan, or test the vulnerability of any of Lexim's system or network or breach any security or authentication measures;
17.1.11 avoid, bypass, remove, deactivate, impair, descramble, or otherwise circumvent any technological measure implemented by Lexim or any of Lexim's providers or any other third party (including another user) to protect the Lexim Platform;
17.1.12 attempt to access or search the Lexim Platform, or download content from the Lexim Platform through the use of any technology or means other than those provided by Lexim or other generally available third-party web browsers (including, without limitation, automation software, bots, spiders, crawlers, data-mining tools, or hacks, tools, agents, engines, or devices of any kind);
17.1.13 interfere with, or attempt to interfere with, the access of any user, host, or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Platform;
17.1.14 take any action that imposes, or may impose, an unreasonable or disproportionately large load on the Lexim Platform or Lexim's infrastructure;
17.1.15 violate any Applicable Law or regulation; or
17.1.16 encourage or enable any other individual to do any of the foregoing.
17.2 Although we are not obligated to monitor access to or use of the Lexim Platform, we have the right to do so for the purpose of operating the Lexim Platform, to ensure compliance with the Terms, and to comply with Applicable Law or other legal requirements. If we, at our sole discretion, consider any use of the Lexim Platform to be objectionable or in violation of the Terms and/or Lexim Rules, we reserve the right, but are not obligated, to remove or disable any Lexim User's access to the Lexim Platform. We have the right at our sole discretion to investigate violations of the Terms and/or Lexim Rules or conduct that affects the Lexim Platform. We may also consult and cooperate with law enforcement authorities to assist in the prosecution of Lexim Users who violate the law.
18 Third party rights
18.1 These Terms does not create or confer any rights or benefits enforceable by any person not a party to it except:
18.1.1 any other Indemnified Party who may enforce its rights or benefits in these Terms, including any indemnity, limitation or exclusion of liability; and
18.1.2 a person who is a permitted successor or assignee of our rights or benefits of these Terms may enforce those rights or benefits.
18.2 No consent from the persons referred to in Clause 18.1 is required for the parties to vary or rescind the Terms (whether or not in a way that varies or extinguishes rights or benefits in favour of those third parties).
19 Governing laws of dispute resolution
19.1 These Terms shall be governed by and construed in accordance with the laws of Dubai International Financial Centre.
19.2 Any dispute arising out of or in connection with these Terms, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre ("SIAC") in accordance with the arbitration rules of the Singapore International Arbitration Centre Rules 2022 (the "Rules") for the time being in force, which Rules are deemed to be incorporated by reference into this Clause. The seat of the arbitration shall be the Emirate of Dubai. The tribunal shall consist of 1 arbitrator. The language of the arbitration shall be English.
20 Notices and communications
20.1 You agree that we may deliver all communications, agreements, documents, notices, disclosures to you by any Mode of Communication.
20.2 It is your responsibility to ensure that the details of your Mode of Communication are correct, operational and available for receipt of all communications and to notify us of any changes to the details of your Mode of Communication as soon as practicable after the change is made.
20.3 You agree and acknowledge that you will apprise yourself of any communications we may post solely on the Lexim Website or on the Lexim Platform.
21 General
21.1 The Lexim Rules (including these Terms) constitute the entire agreement between you and us and supersede and extinguish all previous agreements, arrangements and understandings, whether written or oral, relating to its subject matter.
We may change all or part of the Terms at any time.
21.1.1 If we do:
(a) the modified Terms will be posted on our website at https://lexim.gold/ (the "Lexim Website") subject to at least 30 calendar days' notice;
(b) you will be required to accept the modified Terms that will be notified to you either through the primary email address specified when you registered your account or a pop-up notification upon your next log in into the Lexim Platform;
(c) the modified Terms will be effective from the date of the notice of the Lexim Website; and
(d) you will be required to review, acknowledge and agree to abide and be bound by the modified Terms in the manner prescribed by Lexim at the time of notice to you.
21.1.2 The failure of a Lexim User to comply with Clause 21.1.1(d) shall be grounds for Lexim to suspend or terminate (at its sole discretion) a Lexim User's access to the Lexim Platform.
21.2 Lexim and you acknowledge and agree that in entering into the Terms, neither you nor Lexim rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the subject matter of this agreement, other than as expressly set out in the Terms and/or Lexim Rules.
21.3 Lexim will not be liable for any delay or failure to perform as required by these Terms because of any cause or condition beyond Lexim's reasonable control.
21.4 No waiver of any term of these Terms and/or Lexim Rules shall be deemed a further or continuing waiver of that term or any other term. Further, no failure to assert any right under this agreement shall constitute a waiver of that right.
21.5 Severance
21.5.1 If any provision of these Terms and/or Lexim Rules is deemed invalid by a court or tribunal of competent jurisdiction, the invalidity of that provision will not affect the validity of the remaining provisions of the Terms and/or Lexim Rules, which will remain in full force and effect.
21.5.2 If such provision referred to in Clause 21.5.1 would be legal, valid or enforceable if some part of the provision were modified or deleted, the provision in question shall apply with such modification(s) or deletion(s) as may be necessary to make it valid and enforceable having regard to the intended commercial result of the original provision.
21.6 Any links to third-party websites from Lexim Platform does not imply endorsement by Lexim of any product, service, information or disclaimer presented therein, nor does Lexim guarantee the accuracy of the information contained on them. If you suffer loss from using such third-party product and service, Lexim will not be liable for such loss. In addition, since Lexim has no control over the terms of use or privacy policies of third-party websites, you should read and understand those policies carefully.
22 Definitions
“Affiliate”
means, with respect to any Person, any other Person (other than an individual) that is under common control with, such Person. For this purpose, "control" means the beneficial ownership, either directly or indirectly of 50% or more of the voting rights in a corporation, partnership, or other legal entity, or (whether alone or acting in concert with others, and whether by the ownership of share capital, the possession of voting power, contract or otherwise) the right to appoint the majority of the board of directors or equivalent management body of such corporation, partnership or other legal entity.
"Allowlisting"
has the meaning set out in Clause 9.1.2.
"AML"
has the meaning set out in Clause 7.4.1.
"Applicable Law"
means any applicable common law, principles of equity, and laws made by a government or relevant authority or judicial body, including regulations, rules, decrees, court judgments, office directives, requests, policies, codes, circulars, guidelines or other instruments (whether or not having the force of law), and consolidations, amendments, re-enactments or replacements of any of them from time to time.
"Authorised Person"
means any person that a Lexim User, whether an individual or corporation, authorises (either alone or collectively) and Lexim approves to act on a Lexim User's behalf in giving Instructions, taking any action on the Lexim User's Lexim Account or performing any other act in connection with the Rules.
"Bank Account"
has the meaning set out in Clause 9.2.1.
"Buying Party"
has the meaning set out in Clause 3.1.
"Claims"
means all claims or actions, threatened, or filed and whether groundless, false or fraudulent, that directly or indirectly relate to the subject matter of an indemnity, and the resulting losses, damages, reasonable expenses and legal fees and court costs, whether incurred by settlement or otherwise, and whether such claims or actions are threatened or filed prior to or after the termination of these Terms.
"Confidential Information"
means the terms of this Agreement and any non-public, confidential or proprietary information of a Party including, without limitation information relating to a Party's business operations or business relationships, financial information, pricing information, business plans, customer lists, data, records, reports, trade secrets, software, formulas, inventions, techniques, and strategies.
"Confirmation"
has the meaning set out in Clause 1.1 and shall be deemed to be created by approving a Transaction by clicking on the "Convert" button on the Lexim Platform.
"Contract Price"
means, in respect of each Confirmation, the price as set out in the Confirmation (where it may be referred to as "Rate") to be paid by the Buying Party to the Selling Party for the purchase or sale of Gold and any other proper charges pursuant to a Confirmation.
"Contract Quantity"
means the quantity of Gold specified that the Selling Party agrees to sell to (or if applicable, exchange with), or cause to be transferred to, the Buying Party, and that the Buying Party agrees to purchase and receive, from the Selling Party, pursuant to a Confirmation.
"Corporate Account"
means an account of a Lexim User that is constituted as a company, trust or partnership.
"DAU"
has the meaning set out in Clause 4.2.
"Distributed Ledger Technology"
means a public or private digital database in which Virtual Asset dispositions are recorded, created, saved, and shared so that the existence and ownership of Virtual Assets are validated through a synchronised network of nodes accessible from different sites and locations. This includes "blockchain" technology.
"Ethereum" or "ETH"
means the decentralised platform as described at https://www.ethereum.org/.
"Ethereum Network"
means the blockchain powered by Ethereum.
"Fiat"
means any fiat currency.
"Force Majeure"
means any event or circumstance (whether arising from natural causes, human agency or otherwise) beyond the control of Lexim, including without limitation (insofar as beyond such control but without prejudice to the generality of the foregoing expression) strikes, lockouts, or other labour disputes, network suspension or blackout, shortage of labour or materials, riot, civil commotion, fire, flood, drought, pandemic, epidemic, breakdown, or war (whether declared or not), or legislation (or interpretation thereof) in any jurisdiction, rendering the performance of the services provided under the Lexim Rules in accordance with these Terms impractical or impossible.
"Gold"
means physical gold reserves of standardised 1kg bars of 9999 purity from internationally accepted refineries stored in high security storage facilities provided by Storage Providers.
"Hard Fork"
occurs when a blockchain protocol is radically changed such that it becomes incompatible with older versions. Parties taking part in transactions on the old blockchain must upgrade to the new one in order to continue validating transactions. However, the parties that do not upgrade may continue to support and validate transactions on the older blockchain protocol separately. A Hard Fork can be planned, or unplanned.
"Indemnified Parties"
has the meaning set out in Clause 12.3.
"Insolvency Event"
means with respect to a Lexim User when such Lexim User:
(a) is, or could be, deemed by law or a court to be insolvent or unable to pay a material part of its debts, stops, suspends, or threatens to stop or suspend payment of all or a material part of its indebtedness, begins negotiations or takes any other step with a view to or proposes to make any agreement for the deferral, re-scheduling or other re-adjustment of all or a material part of its indebtedness, proposes or makes a general assignment or arrangement or composition with or for the benefit of creditors or a moratorium is agreed or declared in respect of or affecting all or a material part of its indebtedness;
(b) a distress, attachment, execution or other legal process is levied, enforced or sued out on or against a substantial part of the assets of such Lexim User and is not discharged or permanently stayed with in thirty (30) days; or
(c) such Lexim User is the subject of an appointment of a receiver, administrator, and manager or an officer of the whole or a substantial part of its assets; provided that the foregoing shall not include any voluntary proceedings for the purpose of amalgamation, reconstruction or reorganization.
"Instructions"
means written or oral instructions, confirmed in writing by Lexim, from a Lexim User to Lexim in respect of instructions to Lexim under the Lexim Platform.
"Involuntary Termination"
has the meaning set out in Clause 11.2.
"KBAR"
has the meaning set out in Clause 4.3.
"KYC"
has the meaning set out in Clause 7.4.
"Lexim"
has the meaning set out in Clause 1.1.
"Lexim Account"
has the meaning set out in Clause 7.1.
"Lexim Platform"
means the website platform operated by Lexim which allows for the viewing of the Lexim User's Account information.
"Lexim Rules"
refers to all written rules, announcements, statements, and other contents set out in on the Lexim Website, Lexim Platform, or communicated to a Lexim User that have been and will be subsequently released by Lexim, as well as all regulations, implementation rules, product process descriptions, including but not limited to these Terms and the Privacy Policy.
"Lexim Users"
refers to all individuals, duly incorporated companies, institutions or organisations that access, download or use the Lexim Platform.
"Lexim Website"
has the meaning set out in Clause 21.1.1.
"License"
has the meaning set out in Clause 6.1.
"Mode of Communication"
means:
(a) electronic transmission via SWIFT / any electronic messaging system such as WhatsApp, telegram/ email;
(b) telephone call;
(c) in person oral conversations;
(d) the Lexim Website or app;
(e) the Lexim Platform; and
(f) any other communication method as notified by Lexim to you as another mode of communication, or otherwise in writing.
"Onboarding"
has the meaning set out in Clause 8.1.
"Onboarding Providers"
has the meaning set out in Clause 8.1.
"PDPL"
means UAE Federal Decree-Law No.45 of 2021 on the Protection of Personal Data Protection (as may be amended from time to time)
"Privacy Policy"
means the document that sets out the bases upon which Lexim may receive, collect, transfer, use, disclose or otherwise process (including automated processing or profiling) personal data, available at https://lexim.gold/privacy-policy/.
"Registration Process"
has the meaning set out in Clause 7.1.
"Rules"
means the Singapore International Arbitration Centre Rules 2022.
“Required Insurance Policies”
has the meaning set out in Clause 3.2.2
"Return Facilities"
has the meaning set out in Clause 11.5.1(a).
"Sanctions"
means any valid laws or regulations relating to economic or financial sanctions, export controls, trade embargoes or restrictive measures from time to time imposed, administered or enforced by a Sanctions Authority.
"Sanctions Authority"
means the UAE or the United Nations (UN) and in each case their respective governmental, judicial or regulatory institutions, agencies, departments and authorities, including (without limitation) the UN Security Council, and the Executive Office for Control and Non-Proliferation of the UAE.
"Sanctions List"
means any of the lists issued or maintained by a Sanctions Authority designating or identifying individuals or entities that are subject to Sanctions, in each case as amended, supplemented or substituted from time to time, including (without limitation) the Consolidated United Nations Security Council Sanctions List and the list maintained on www.uaeiec.gov.ae.
"Sanctions Proceedings"
means:
any litigation, arbitration, settlement, or other proceedings (including alternative dispute resolution, criminal and administrative proceedings) in any jurisdiction; or
any investigation, inquiry, enforcement action (including the imposition of fines or penalties) by any governmental, administrative, regulatory or similar body or authority in any jurisdiction,
in each case relating to, or in connection with, any actual or alleged contravention of applicable Sanctions.
"Sanctions Target"
means a person or entity that is listed on, or owned or controlled by (whether directly or indirectly) or acting on behalf of a person listed on, a Sanctions List.
"Selling Party"
has the meaning set out in Clause 3.1.
"SIAC"
means the Singapore International Arbitration Center.
"Storage Providers"
means third party storage providers of international repute operating specialised high security storage facilities contracted by Lexim or one of its Affiliates.
"Taxes"
includes all forms of taxation and statutory, governmental, supra-governmental, state, local governmental or municipal impositions duties, contributions and levies, imposts, tariffs and rates (including without limitation all employment taxes and national insurance contributions), in each case, wherever imposed, and all penalties, charges, costs and interest payable in connection with any failure to pay or delay in paying them and any deductions or withholdings of any sort, and the term "Taxable" shall be construed accordingly.
"Terms"
the terms and conditions set out herein.
"Third Party Service Provider"
has the meaning set out in Clause 14.1
"Third Party Entity"
has the meaning set out in Clause 7.3.
"Transactions"
means any transaction to purchase or sell Gold in accordance with a Confirmation.
"URN"
has the meaning set out in Clause 9.3.1.
"User Wallet"
has the meaning set out in Clause 9.1.
"USD" or "US Dollars"
means the lawful currency of the United States.
"VAL"
means Law No. (4) of 2022 regulating Virtual Assets in the Emirate of Dubai.
"VARA"
means The Dubai Virtual Assets Regulatory Authority.
"Virtual Asset"
means a digital representation of value (including, but not limited to DAU and KBAR) that may be digitally traded, transferred, or used as an exchange or payment tool, or for investment purposes, including Virtual Tokens.
"Virtual Asset Platform"
means a centralised or decentralised digital platform which is managed by a Virtual Asset Service Provider; on which Virtual Assets are sold, purchased, traded, offered, issued, and safekept; and through which the clearing and settlement of traded Virtual Assets are made, using Distributed Ledger Technology.
"Virtual Asset Service Provider"
means a person authorised by VARA to conduct an activity regulated by VARA or another regulator of Virtual Assets.
"Virtual Tokens"
means a digital representation of a set of rights that can be digitally offered and traded through a Virtual Asset Platform or a similar duly licenced digital platform.
"Voluntarily Termination"
has the meaning set out in Clause 11.3.
