Wirex Token Presale Terms and Conditions

1. What these terms apply to

1.1 Wirex and its affiliates operate a platform accessible through the Wirex application and its website at https://wirexapp.com (the “Website”) that allows users to carry out and manage cryptoasset transactions and transactions they make with a pre-paid debit card provided by Wirex (the "Wirex Service").

1.2 This document and any documents referred to within it (collectively, the "Terms and Conditions") set out the terms on which we will issue cryptoassets in the form of digital tokens ("WXT"). It is important that you read and understand the Terms and Conditions before subscribing to purchase WXTs.

1.3 If you do not agree to these Terms and Conditions, you should not buy any WXTs.

2. Information about us

The WXTs are issued by Wirex (Gibraltar), a company registered in Gibraltar with company number 118710 and its registered address at 2 Irish Town, Gibraltar, GX11 1AA ("Wirex", “Company”, "we", "our", or "us").

3.Information about you

Your privacy is important to us. Please read our Privacy Policy to understand how we collect, use and share information about you.

4. Important information about the WXTs

4.1 WXTs are issued on the Stellar blockchain and using the Stellar open-source, decentralised payment protocol as described at https://www.stellar.org.

4.2 WXTs are made available to Wirex users through the Wirex application (together, the “Wirex Platform”).

4.3 WXTs will be locked in the Wirex user’s account for a period of six [6] months from the date of purchase and issuance (the “Lockup Period”).

4.4 The sale of WXT in accordance with these Terms and Conditions is not being offered in any state or jurisdiction where the offer or sale is not permitted.

4.5 WXTs are not investment tools. These Terms and Conditions are not an offer for the sale or purchase of any financial or security tools or participation in any kind of investment option.

4.6 Please read the White Paper which sets out detailed information about the WXTs, including:
A.   the usage attached to the WXT;
B.   information about the initial sale of WXTs;
C.   information about the Wirex Service; and
D.   certain risks associated with buying or holding WXTs.

4.7 WXTs are not an investment in Wirex and do not give you any rights with respect to Wirex, our revenues or assets. This means you will not own any part of Wirex or its assets, have any rights to receive any amount on a dissolution or winding up of Wirex, have any right to information about us or our affiliates, receive any dividends or to vote on any matters concerning Wirex or its affiliates. When you buy WXTs, you are not making a loan to Wirex and any amount you spend when you buy WXTs will not be repayable to you.

4.8 The legal status of cryptoassets such as WXTs is unclear or unsettled in many jurisdictions. Changes in applicable laws may affect any rights and functionalities associated with the WXTs. The Wirex Service may also develop over time, which may affect how WXTs can be used (if at all) on the Wirex Service. The functionalities of the WXTs may therefore be amended from time to time, for example to ensure compliance with any legal or regulatory requirements to which the WXTs are subject or to adapt to the changing characteristics of the Wirex Service. Please check the Website regularly for any such updates.

4.9 If you have any questions about these Terms and Conditions, the WXTs or the White Paper, you should speak to your stockbroker, bank manager, solicitor, attorney, accountant or other professional adviser.

5. Important warnings about WXTs

We can refuse to sell you WXTs

5.1 All orders for WXTs are subject to acceptance by us. We will need to conduct certain checks in order to verify your identity before we can issue WXT to you. We may refuse to issue WXTs to you if we are unable to verify your identity.

General risks associated with buying cryptoassets

5.2 Dealing or trading in WXTs is, like all cryptoassets, inherently risky, as the prices of cryptoassets can change rapidly. We cannot guarantee that the value of any cryptoassets that you purchase will not fall. You therefore buy or sell WXTs at your own risk. You should ensure that you are able to accept this risk before you buy any WXTs and for as long as you hold any WXTs.

5.3 The purchase of WXTs may not be subject to the protections of any laws or regulations in the country where you live governing the purchase and sale of financial products. You may therefore not benefit from the same protections you might have under applicable laws as you might do when you buy other financial products.

5.4 If we accept your order to buy WXTs, your WXTs will be deployed to your Wirex user account. In accordance with the Lockup Period you will see your WXT in your total balance. After the Lockup Period ends you will see an available balance of WXT.

5.5 You are responsible for keeping your user account details secure. You should never give your user account details to any other person, as this will enable them to execute transactions using your account. We will not be responsible for any losses you might suffer from disclosing your user account details to another person (whether intentionally or accidentally) or any unlawful access to your Wirex user account by another person.

5.6 If you lose your Wirex user account details you may not be able to access or use your WXTs. We will not be able to re-issue any WXTs to you, and you will be responsible for any losses you might suffer as a result.

5.7 Dealing in cryptoassets also carries other risks inherent in the decentralised technology that allows for the creation, purchase and sale of cryptoassets. For instance, the blockchain network on which the WTX are deployed may be unavailable at certain times, or may suffer a security breach. You should ensure that you are sufficiently familiar with all of the relevant risks before you purchase or sell WXTs.

WXTs may have no value

5.8 WXTs are intended to be used only in connection with the Wirex Service, as specified in the White Paper. WXTs may have no value outside the Wirex Service.

5.9 If there is a secondary market for WXT's, the price of WXT's will depend on the liquidity of that potential secondary market for the sale and purchase of WXTs. This will be influenced by a number factors, including the number of WXT holders, the performance of WXTs, Wirex and the Wirex Service, regulatory developments and legal restrictions on the sale and purchase of WXTs. You will not have access to complete information about Wirex or Wirex's performance when deciding whether to sell or buy WXTs and the price at which you may wish to sell or buy WXTs. Changes in laws may also restrict your ability to buy or sell WXTs or severely affect the price at which you can buy or sell WXTs. We will not be responsible for any losses you might suffer as a result of any changes in the value of WXTs.

5.10 WXTs are new cryptoassets for which there is no established public market. We also cannot promise that there will be any demand or trading market for WXTs in future. Because applicable laws may change in the future, we also cannot guarantee that, if you decide to sell or exchange WXTs in future, the sale or exchange of WXTs will be legal in the country where you live. You may be unable to sell any WXTs that you own, and we will not be responsible to you for any losses you may suffer as a result.

Tax

5.11 The purchase and receipt of WXTs may have tax consequences for you. You are responsible for ensuring that you comply with all tax obligations applicable to your purchase and receipt of WXTs. We will not be responsible to you for any amounts you are required to pay in tax or any penalties you face in connection with your purchase or receipt of WXTs.

Gibraltar

5.12 As a British Overseas Territory, the status of Gibraltar in connection with Brexit remains unclear. This may affect regulation and taxation of Wirex (Gibraltar).

6. How to buy WXTs

6.1 In order to buy WXTs you must submit an order for WXTs through the Wirex Platform and provide:
A.   your name and address;
B.   the amount you will pay for the WXTs (the "Purchase Price");
C.   the amount of WXTs to be issued to you, calculated by dividing the Purchase Price by $0.01 (the "WXT Price"),

6.2 Each order for WXTs must also exceed the minimum purchase amount as set out on the Website (the "Minimum Purchase Amount").

6.3 Provided you pay us the Purchase Price and satisfy all other conditions in these Terms and Conditions, we will issue the specified amount of WXTs to you.

7. Submitting an order to purchase WXTs

7.1 By signing and submitting an order to buy WXTs through the Wirex Platform, you will be under an obligation to pay the Purchase Price to us.

7.2 You should check the details in any order for WXTs you submit to us and amend any errors before submitting it to us. Please take the time to read and check your order before you complete the order process.

7.3 All orders are subject to acceptance by us. We will confirm to you through the Wirex Platform when we have accepted your order. The contract for purchase of WXTs between you and us will only be made when we send you this confirmation of acceptance. In most cases you will be automatically accepted and issued WXT.

7.4 If you change your mind about purchasing WXTs you may be able to do so subject to paragraph 13.1 below.

8. Price and Payment

8.1 After we have accepted your order, we will charge you the Purchase Price in the currency you select when you place your order.

8.2 We accept payment in currencies and cryptocurrencies as specified on the Website and accessible to you on your Wirex user account.

8.3 We will calculate the amount we charge you by reference to the prevailing exchange rates applied to non-US Dollars amounts on the Wirex Platform on the date we collect payment from you.

8.4 By submitting an order to buy WXTs to us, you confirm that your payment details provided through the Wirex Platform are valid and correct.

9. Accessing and using WXTs

9.1 The Wirex Platform will hold all WXTs on your behalf until the end of the Lockup Period, after which you will be able to transfer WXTs freely from your Wirex account.

9.2 You should therefore ensure that you keep any details you use to access the Wirex Platform confidential, in accordance with our Wirex Terms and Conditions available on the Website, as we will not be responsible to you for any losses you suffer if your Wirex account is accessed by another person.

10. Conditions and eligibility

In order to purchase or receive WXTs, you must:
A.   be 18 years or older and capable in your country of residence of entering into a legally binding agreement;
B.   not have been previously refused WXTs by us;
C.   have set up a Wirex user account;
not be resident in or a citizen of any country where transactions with digital tokens are prohibited or restricted under applicable law, including [the United States of America (including its states and the district of Columbia), Puerto Rico, the Virgin Islands of the United States, or any other possessions or territories of the United States of America, North Korea, the People’s Republic of China, and any other country or territory where transactions with digital tokens are prohibited or otherwise restricted.

11. Verifying your identity

11.1 We will need to verify your identity in order for you to receive WXTs. This is known as "Know Your Customer" or "KYC", which we are required to do by law when issuing WXTs.

112. We may ask you to provide certain information to help us verify your identity, information about the source of the funds you use to pay the Purchase Price and, if you are buying WXTs on behalf of a company, information about all direct or indirect beneficial owners of that company. You must ensure that any information you provide is accurate, as we will not be responsible to you if we are unable to verify your identity because of any errors or omissions in the information you have provided to us.

113. Your identity may be subject to verification including, but not limited to, validation against third party databases or the verification of one or more official government or legal documents that confirm your identity and your place of residence.

11.4 Some of the searches which we or a third party may perform, such as a credit check, may leave a soft footprint on your credit history. This will not affect your credit rating.

11.5 We may refuse to issue WXTs to you if we are unable to verify your identity.

12. Money Laundering

12.1 We are committed to preventing money laundering and any activity that facilitates money laundering, financing terrorism or any other criminal activity. We may therefore, from time to time:
A.   conduct enhanced or periodic identity checks where we suspect that any unlawful activity may have taken place, or as part of our ongoing risk management procedures;
B.   monitor how you use WXTs to identify any suspicious transactions, including unusual transaction sizes, C.   volumes or patterns; and
D.   report any suspicious activity to local regulators, enforcement bodies and other compliance bodies.

12.2 We may refuse to issue WXTs to you if:
we are unable to complete any diligence checks on you;
we have previously identified you as an individual engaged in suspicious activity;
you are in a country considered to be exposed to a high risk of money laundering or financing terrorism;
you are a politically exposed person, or are a family member or known close associate of a politically exposed person;
you are listed on a sanctions list in any of the jurisdictions in which we may issue WXTs; or
we otherwise identify you as an individual exposed to a high risk of money laundering or financing terrorism.

13. Cancelling a purchase of WXTs

13.1 You can cancel a request to purchase WXTs within 14 days of the date after you submitted your order for WXTs to us (the "cooling off period"). If you do so, we will refund the Purchase Price to you unless we are unable to verify your identity or conduct any other checks on you, or because you have already been issued WXT in accordance with 13.2. and 13.3.

13.2 You will not be able to cancel a purchase if you ask us to issue you with WXTs within the cooling off period. You acknowledge that issuance of WXTs after purchase will happen nearly instantly, and that once you have been issued WXTs this Cooling Off Period will be expressly satisfied by your receiving the WXTs.

13.3 No cancellations may be used to circumvent the Lockup Period. Issuance of WXTs to your Wirex account shall expressly satisfy the Cooling Off Period.

13.4 We may cancel your purchase of WXTs if we are unable to verify your identity or conduct any other checks that we are required to conduct. We may not refund you any amounts until we have verified your identity and conducted any other checks we are required to by law.

14. Our liability/responsibility to you

14.1 The value of cryptoassets such as WXTs is volatile and subject to a range of factors, including the performance of Wirex and the Wirex Service, changes in applicable law, the number of holders of WXTs and the availability of a secondary market. The value of WXTs may also be susceptible to manipulation.

14.2 The value of WXTs may therefore rise or fall due to circumstances outside our control. You must ensure that you are aware of and willing to accept all risks associated with buying or trading in cryptoassets. We will not be responsible to you for any losses you suffer as a result of any fluctuations in the price of WXTs.

14.3 WXTs are intended to be used only on the Wirex Service and may have no value outside the Wirex Service. We will not be responsible to you if you suffer any losses as a result of being unable to use the WXTs other than through the Wirex Service.

14.4 As with any new tokens or other cryptoassets, there may not at any time be a market for trading in WXTs. This means that you may not be able to sell any WXTs that you buy, and the WXTs may not have any value outside the Wirex Service. You acknowledge that this is an inherent risk associated with the launch of new tokens such as WXTs and we will not be responsible to you for any losses you might suffer as a result.

14. Certain features of the WXTs may rely on networks and connections that are beyond our control or on content owned or developed by third parties. As we do not own or produce such third party content or networks, we cannot be responsible for it, or its effect on the WXTs in any way.

14.6 In addition, due to the nature of the Internet and technology, the WXTs are provided on an "as available" and "as is" basis. This means that we are unable to promise that your access to the WXTs will be uninterrupted, without delays, error-free or meet your expectations and we do not give any commitment relating to the performance or availability of the WXTs in these Terms and Conditions and, to the extent we are able to do so, we exclude any commitments that may be implied by law.

14.7 In the event of a claim arising out of the issue of the WXTs, our responsibility to you will never be more than the Purchase Price you have paid us and, in the event that you have not paid us any money, we shall have no responsibility whatsoever to you.

14.8 In every case, we will never be responsible for any loss or damage that is not reasonably foreseeable, or that is caused by a failure by you to comply with these Terms and Conditions.

14.9 The above does not affect your rights under the applicable law of the country in which you are resident, including our responsibility to you for any personal injury or death caused by our negligence.

15. Resolving disputes

15.1 If you have a dispute with us relating to the issue of WXTs, in the first instance please contact us at company@wirexapp.com and attempt to resolve the dispute with us informally.

15.2 In the unlikely event that we have not been able to resolve a dispute informally, we will discuss and agree with you the most effective way of resolving our dispute.

15.3 If you have purchased WXTs as part of your profession or trade or on behalf of a company, we will refer any disputes to arbitration if we are unable to resolve a dispute within 90 days of you giving us notice of the dispute. This arbitration will:
A.   be conducted on an individual basis and not part of a class arbitration, class action or any other representative proceeding;
B.   be conducted under the Rules of the London Court of International Arbitration in force on the date the arbitration is commenced (which are deemed incorporated by reference into this paragraph 15.3);
C.   consist of 3 arbitrators, with one selected by us, one by you and the presiding arbitrator to be nominated by the arbitrators selected by you and us;
D.   be conducted in English,
and any award made in the arbitration will be final and binding from the day it is made.

16. Changes to the documents

16.1 We may revise these Terms and Conditions from time to time but the most current version will always be on the Website.

16.2 Changes will usually occur because of changes in the law or where we need to clarify our position on something.

16.3 Normally, we will try to give you some warning before any new terms become effective. However, sometimes changes will need to be made immediately and if this happens we will not give you any notice.

16.4 If you have already paid for and been issued WXTs, any changes to these Terms and Conditions will not affect the terms on which you purchased WXTs from us.

17. Documents that apply to our relationship with you

17.1 The version of the Terms and Conditions that applied when you entered into an agreement to buy WXTs from us will be the only terms and conditions that apply to our relationship with you.

17.2 We intend to rely on these Terms and Conditions as setting out the written terms of our agreement with you for the issue of WXTs. If part of these Terms and Conditions cannot be enforced, for instance if it is judged to be illegal or unenforceable, then the remainder of the Terms and Conditions will still apply to our relationship.

17.3 If you do not comply with these Terms and Conditions and we do not take action immediately, this does not mean we have given up any rights we have and we may still take action in the future.

18. Law

English law will apply to all disputes and the interpretation of these Terms and Conditions. The English courts will have non-exclusive jurisdiction over any dispute arising from or related to the issue of the WXTs to you. This does not, however, affect your rights under the law of the country in which you are resident, including (where applicable) your right to have a dispute in relation to the issue of the WXTs heard in the courts of that country.

19. Contact, feedback and complaints

If you need to contact us in relation to these Terms and Conditions or any other document mentioned in them, please email us at company@wirexapp.com