This Bitcipher Services as made available on the CoinSwitch Platform are being provided by Bitcipher Labs LLP, a limited liability partnership firm incorporated in India Under the Limited Liability Partnership Act, 2008. Wherein (“We”, “Us”, “LLP”, or “Our”, refers to Bitcipher Labs LLP, which expression shall include its successors and assigns.
THIS POLICY DESCRIBES OUR POLICIES AND PROCEDURES REGARDING THE MANNER IN WHICH YOU CAN USE THE BITCIPHER SERVICES, LLP CRYPTO CUSTODY WALLET, FIAT CURRENCY AND CRYPTO BEING BOUGHT AND SOLD BY YOU THROUGH BITCIPHER SERVICES.
IF YOU DO NOT AGREE WITH THIS POLICY, PLEASE DO NOT PROCEED FURTHER TO USE/ ACCESS THIS BITCIPHER SERVICES. ALSO, IN THE ABSENCE OF AN ACCEPTANCE OF THE POLICY BY YOU, WE WILL NOT BE ABLE TO PROVIDE THE SERVICES TO YOU.
1.2. Terms of LLP’s Crypto Custody Wallet and in general the usage of Cryptos by User while availing Bitcipher Services:
1.2.1. Upon activation of Your User’s Bitcipher Account and till such time Your User’s Bitcipher Account is active and valid, We will provide You with a facility to store Cryptos purchased by You while availing Bitcipher Services (“LLP’s Crypto Custody Wallet”). The LLP either itself or through its technology partners / subcontractors may provide such a storage facility. The LLP Crypto Custody Wallet will enable you to buy or sell Crypto. Through Your User’s Bitcipher Account, We will provide you with the details of the Cryptos purchased or sold by You or standing in Your credit.
1.2.2. As to between the LLP and the User, it is the User who is the possessor and owner of such User’s Crypto in the LLP’s Crypto Custody Wallet and title of the User’s Crypto shall be with the respective User. User is the sole person authorized to transfer the Crypto. All transactions of debit (selling Crypto) and credit (buying Crypto) are executed by You directly and the LLP merely enables the transaction with the help of technology and other value-added services (i.e. custodian service, LLP’s Crypto Custody Wallet service, Assured Quantity services, etc) for ease of transaction. It is clarified for abundant clarity that there is no transfer of title or possession that takes place between the User and the LLP. Any transfer is always between the User and the counter-party on the third-party Crypto exchange.
1.2.3. A User can purchase or sell Crypto in exchange of fiat currency i.e. INR (Indian Rupee) using the Bitcipher Services. In the event of a purchase, Crypto is credited to the LLP’s Crypto Custody Wallet and accounted as credit in Your User’s Bitcipher Account In the event of a sale, Crypto is debited from the LLP’s Crypto Custody Wallet and accounted as debit in Your User’s Bitcipher Account. You are not entitled to the payment of any interest on, or benefit that accrues in relation to, the Crypto held in the LLP’s Crypto Custody Wallet.
1.2.5. You agree that You shall not use the Crypto accounted for You in the LLP’s Crypto Custody Wallet to buy/sell/transfer/trade any goods, services or products other than for availing Bitcipher Services.
1.2.6. In the event the option is made available to You to transfer your Cryptos accounted for You in Your LLP’s Crypto Custody Wallet to any external Crypto Custody Wallet, You hereby agree that You shall not transfer/transmit the Crypto accounted for You from LLP’s Crypto Custody Wallet to any other Crypto wallet belonging to a person resident outside India. In the event the option is made available to You to receive Cryptos from any external Crypto wallet to the LLP’s Crypto Custody Wallet (and get accounted / credited in Your User’s Bitcipher Account), You hereby agree that such Cryptos shall not be received from a person resident outside India.
1.2.7. Source of Cryptos exchanged / credited / debited by You using Bitcipher Services is not known to the LLP and You hereby agree to ensure that it always comes from legitimate sources within India. You are required to notify the LLP immediately of any unauthorized or illegal use of Your User’s Bitcipher Account.
1.2.8. In the event that any Cryptos are erroneously credited in the User’s Bitcipher Account of the User or, if and when permitted, in the LLP’s Crypto Custody Wallet, the User is bound to report the same and to arrange to refund or transfer it. The failure to do so would amount to a material breach and entitle the LLP to additional rights and remedies under applicable laws.
1.3. Terms of Fiat Currency Use
1.3.1. In order to purchase Crypto through Bitcipher Services, You will be required to keep fiat currency in Indian Rupees in Your User’s Bitcipher Account by transferring it from Your own bank account. The LLP will reflect fiat currency transferred from Your own bank account in your User’s Bitcipher Account, subject to any delays in the relevant banking channels, payment gateways and/or other legal impediments. You shall be the owner of the Indian Rupee balances held by You in your User’s Bitcipher Account. You may withdraw the fiat currency funds reflecting under your tradable balance in your User’s Bitcipher Account, by making a formal request to transfer such funds into your own bank account, through the Bitcipher Services at any time (“Withdrawal Request”). The LLP will endeavor to process each Withdrawal Request, subject to any delays in the relevant banking channels, payment gateways, and/or other legal impediments.
1.3.2. For the aforesaid limited purpose, You hereby appoint the LLP as your duly authorized payment collection agent to whom the payment is due, and You agree and understand that the LLP does not operate a payment system.
1.3.3. When You make a fiat currency top-up or transfer the fiat currency from Your banking account to Your User’s Bitcipher Account and if the top-up / transfer is later invalidated for any reason, the LLP is not liable to you to any extent and you have no recourse against the LLP. This means that, in addition to any other liability, You will be responsible for the amount of the top-up, plus applicable fees if You lose a claim or a chargeback, or if there is a reversal of the top-up. If You or the owner of the funding source of a top-up later disputes the top-up or files a claim for a chargeback, the debit or credit card issuer or the originating bank, or the LLP, will determine whether the dispute is valid and to whom payment is due. You agree to allow the LLP to recover any amounts due to Us by debiting your fiat currency balance. If there are insufficient funds in your bank account to cover your liability, you agree to reimburse the LLP through other means. If the LLP is unable to recover the funds from your primary funding source, We may attempt to contact you and/or recover the funds from your alternate funding sources, or may take other legal actions to collect the amount due, to the extent allowed by applicable law. In addition, We may suspend or terminate your access to Bitcipher Services. Any fiat currency funds paid by you through Bitcipher Services are an advance for services and must be utilized within 360 days, failing which the funds will be returned to Your original banking source. In case we are unable to return the funds with reasonable efforts, we have no option but to forfeit the amount with intimation to you.
1.4. Other Terms
1.4.1. Transfers or withdrawals of fiat currency or Cryptos (to the extent permitted by LLP from time to time) may be subject to such restrictions and limits as may be notified by the LLP from time to time.
1.4.2. We reserve the right to block any person from making bank transfers if there are reasonable grounds to believe that the same is not in accordance with applicable law and/or it is suspicious that the User is misusing or fraudulently transacting. We may report such suspicious activities to the concerned statutory/law enforcement agencies.
1.4.3. Any fiat currency withdrawal found to be suspicious will be held back and reversed. The fiat currency facility will also be suspended for operations and no transactions will be possible pending an investigation. A notification might be given to you if you are the subject of an investigation. If you are able to provide a justification for the withdrawal to the satisfaction of the LLP, Your User Bitcipher Account may be removed from suspension and you would be free to transact. In the case of no information being provided by you for a suspended User’s Bitcipher Account – the User Bitcipher Account will continue to be suspended till its validity.
1.4.4. We, in our sole and absolute discretion, may delist one or more Crypto assets listed on the Bitcipher Services for You to buy and/or sell.
1.4.5. We shall make reasonable efforts to communicate such an event of delisting to You in advance.
1.4.6. To the extent feasible, You will have the opportunity to either sell such Crypto using the Bitcipher Services and/or transfer it to Your own blockchain wallet (as may be reasonably approved as per the KYC, AML and/or any other policies of the LLP). We do not guarantee that we will permit You to transfer the delisted Crypto to Your own blockchain wallet, and under such circumstances, You may be left with the sole option of selling the delisted Crypto.
1.4.7. If You do not sell the delisted Crypto within the timelines specified by Us, You hereby irrevocably authorise Us to sell the delisted Crypto in Your User Bitcipher Account at the prevalent market rate, post which equivalent INR (post deduction of applicable taxes) will be credited to Your User Bitcipher Account.
1.4.8. We shall not be responsible or liable for any losses (including loss of opportunity or loss of profits), damages, taxes, or other consequences arising out of our decision to delist one or more Crypto assets, and for us selling your delisted Crypto as provided herein, and You hereby unconditionally, irrevocably, and fully waive all such rights and remedies against us.
1.4.9. You further agree that all existing limit orders if not executed or canceled by You before the delisting date will be canceled by Us on the delisting date.
2.1. Instant Orders and Limit Orders
2.1.1. You have the option to place buy / sell orders using either limit orders or instant orders. In a limit order, you specify the exact price at which the order is to get executed (whether or not that is the market price at the time you place the order) (“Limit Order”), whereas in an instant order, you choose to immediately buy or sell based on the price displayed on the Bitcipher Services at the time you place the order (“Instant Order”).
2.1.2. You authorize the LLP to execute the Instant Orders and Limit Orders in the most efficient manner that it deems fit in accordance with the terms of third party Crypto exchanges on which the LLP places Your Orders on your behalf, on Your specific instructions as mentioned in Clause 2.2 and 2.3 below.
2.2. Assured Quantity Services for Instant orders:
2.2.1. “LLP” is providing the User with the value-added service of Assured Quantity Service. Under this service, LLP assures You of the quantity and price provided through the Bitcipher Services for Instant Orders irrespective of the market deviation, in exchange for a service fee.
2.2.2. Parties specifically agree that the LLP is not a representative agent of the User but rather executes specific Crypto transactions on the instructions of the User for the price confirmed by the User.
2.2.3. The LLP aggregates and provides the last traded price of Crypto on various third-party Crypto exchange/’s and thereby, enables buying / selling of Cryptos for and on the specific instructions of its Users. The User is provided with the estimation of Cryptos to be bought/sold in exchange/’s for their Indian Rupee (INR) balance.
2.2.4. The User gives specific instructions to the LLP for the quantity of Cryptos to be bought / sold through the Bitcipher Services. The LLP undertakes trades on the third-party Crypto exchange/’s on the instructions of the User to close trades of a specific quantity of Crypto. The LLP provides the price for a specific quantity of Crypto based on various factors like high volatile nature and fluctuations in the Crypto market, exchange fees, fraction of a Crypto available for transaction on different Crypto exchange/’s etc. The User is aware that the specific price shown by the LLP is based on algorithms which may change on the execution of trade on third-party Crypto-exchange/’s. The details of the actual execution of the transaction will be provided in the Contract Note issued by the LLP to the User.
2.2.5. The User hereby authorises LLP to execute multiple interrelated trades and transaction legs on third party Crypto exchanges, whether in India or otherwise, as well as rounding off the quantity to be transacted as per the third party Crypto exchanges’ guidelines, to achieve the assured quantity. The User further authorises LLP to provide the assured quantity and retaining/reimbursing any excess quantity of Crypto or INR as service fee for the Assured Quantity Service. Conversely, LLP shall be liable to make good to the User any shortfall quantity of Crypto or INR on account of any market deviation or for any factor as discussed in Clause 2.2.4.
2.2.6. You understand that LLP uses an algorithm to determine the price of Crypto and provides Assured Quantity Service. You consent to LLP absorbing any negative deviation and retaining/reimbursing any positive deviation of price variation under this Assured Quantity Service.
2.2.7. The User hereby understands that the Assured Quantity Services may not be provided as part of the Bitcipher Services being provided on the CoinSwitch Paltform under the brand name of CoinSwitch Pro, wherein any order placed by the User through Bitcipher Services under CoinSwitch Pro, i.e. Instant Order and/ or Limit Order is executed through such third party Crypto exchange as decided by the User.
2.2.8. The Contract Note issued by the LLP to You will provide the details of the transactions executed under Your instruction. You understand that the Contract Note, Your Indian Rupees and Crypto balances in Your User’s Bitcipher Account provides details of the User’s Bitcipher Account or record and ledger available with the LLP regarding the transaction history and express authorization for the Assured Quantity Services and retention/reimbursement of excess quantity as service fees, if applicable.
2.3. Execution of Orders On the Bitcipher Services
2.3.1 The User understands that the LLP undertakes trades on the third-party Crypto exchanges on the instructions of the User to close trades of the specific quantity of Crypto decided by the User.
2.3.2 Parties specifically agree that the LLP is not a representative agent of the User but rather executes specific Crypto transactions on the instructions of the User for the price confirmed by the User.
2.3.3 You consent to LLP absorbing any negative deviation and/ or retaining or refunding (at the sole discretion of LLP) to the User, any positive deviation of price variation in executing the Orders. The Contract Note issued by LLP to You will provide the details of the transactions executed under Your instructions. You understand that the Contract Note, Your Indian Rupees and Crypto balances in Your User’s Bitcipher Account provides details of record and ledger available with the LLP regarding the transaction history and retention of excess quantity as service fees / refund of the excess quantity price to the User, if applicable.
2.4 You must ensure the availability of sufficient balance of Cryptos in the credit in Your User’s Bitcipher Account before executing any transaction from the LLP’s Crypto Custody Wallet.
2.5 In case of any dispute relating to the time of reporting and/ or transaction/s made on the LLP’s Crypto Custody Wallet or any other matter in relation to the said LLP’s Crypto Custody Wallet, We reserve the right to ascertain the time and/ or the authenticity of the disputed transaction.
2.6 In seeking to fulfill the completion of a single trade by a User (i.e. a buy or a sell order), at times LLP may have to execute multiple inter related trades (either ‘fiat currency to Crypto’ or ‘Crypto to Crypto’) on different third party Crypto exchanges. The User further authorises LLP to purchase and convert one Crypto into another Crypto on third party Crypto exchanges to execute a transaction placed by the User on the Bitcipher Services. All purchases of Crypto used for exchange/conversion for purchase of determined quantity Crypto as instructed by the User shall be deemed to be carried out by LLP on behalf of the User.
2.7 Sale and/ or purchase transactions initiated by You through the Bitcipher Services are final, irreversible, non-refundable and non-cancellable. Once a sale/ purchase and/ or any other transaction, act or omission is initiated by You through Bitcipher Services, the said transaction, act or omission is absolute and unconditional. You cannot seek or claim or demand refund or reversal for any reason whatsoever nor can it be canceled, modified or reversed by Us/ anyone else upon Your/ third-party request.
2.10 For the sake of abundant clarity, it is reiterated that the LLP undertakes buying and selling of Cryptos on third party Crypto exchanges on the instructions of Users only. No User trades are fulfilled from the LLP’s existing inventory of Cryptos.
2.12 It is reiterated for abundant clarity that the LLP cannot transfer or undertake any transaction for the User without express authorization by the User.
2.14 In case of transactions suspected to be of fraudulent nature or upon receipt of any complaints from concerned banks / payment gateways / regulatory authorities, We may block the User’s’ Bitcipher Account and the LLP’s Crypto Custody Wallet / fiat currency balances to the account of such User and any amounts contained therein till such time as the enquiry is completed and take appropriate steps thereafter.
2.15 You authorize the LLP to hold Crypto in the LLP’s Crypto Custody Wallet on behalf of You in order to undertake transactions quickly and seamlessly. You shall have the authority to instruct the LLP for undertaking transactions with the Crypto held in the LLP’s Crypto Custody Wallet.
2.17 The LLP is acting on the specific instructions of the User by executing for specific Crypto transactions for the price specified by the User and is not a general or representative agent of the User. The LLP facilitates the transaction with the support of technology and value-added services (only for LLP). No transfer of title is occasioned by the LLP. Thus, it shall not be liable for the acts of the User under any laws including the tax laws such as GST laws and Income Tax law. No express or implied agency is created between the parties except to receive the payment of users and to hold in trust.
We have taken every effort to ensure that this Policy adheres with the applicable laws. The invalidity or unenforceability of any part of this Policy shall not prejudice or affect the validity or enforceability of the remainder of this Policy.
All purchases of Crypto shall be subject to withholding of tax deducted at source (TDS) as per the Income Tax Act 1961 (Act) and circular and guidelines or any other applicable taxes as issued by the authorities thereunder. The TDS will be deduced by the LLP in accordance with the updated prescribed TDS rate as communicated from time to time by the LLP. This tax shall be deducted before the proceeds of sale of Crypto is credited to the User’s Bitcipher Account. The Users will be provided TDS certificates in respect of such tax deductions based on the Permanent Account Number (“PAN”) details provided by the User. The User shall be responsible for payment of any other applicable tax, including but not limited to, income tax, gift tax, value added tax, goods and services tax etc. in respect of the realization of consideration from sale of Crypto.
In case of transactions in Clause 2.2.5, Clause 2.2.7 and Clause 2.3.2, TDS shall be deducted on each transaction undertaken to fulfill the Limit Orders and Instant Orders. The User hereby agrees to the deduction of TDS as communicated by the LLP.
We reserve the right to deduct withholding tax under the applicable provision of the Indian Income-tax Act, 1961 on any amounts that become due, payable or paid to you. In case we believe that any such withholding tax is applicable, you agree that we can deduct and deposit the tax and/ or any interest/ penalty with the Government treasury and debit the amount from earnings from Crypto. You also agree to remit to us on demand any additional funds if required to discharge any such liability in relation to rewards in kind.
Any direct or indirect tax including GST, TDS, TCS, as applicable under the laws of the applicable jurisdiction shall be collected by the LLP.
“Specified Disclaimer: Crypto products are unregulated and can be highly risky. There may be no regulatory recourse for any loss from such transactions.”