RISK NOTIFICATION REGARDING STAKING SERVICE
Crypto Assets are a high-risk asset class. The risks associated with Crypto Assets and the Staking Service highlighted below do not cover all possible risks associated with Crypto Assets. In addition to other risks, it is possible that not all risks associated with Crypto Assets and the Staking Service have yet been seen or predicted.
The primary risks associated with Crypto Assets and the Staking Service include:
i) Market Risk - Trading Crypto Assets is risky because the value of Crypto Assets changes rapidly, the value of a Crypto Asset may rise and/or fall or permanently lose its value. Additionally, Crypto Assets are traded 24 hours a day, seven days a week, making it challenging to monitor the markets continuously;
ii) Liquidity Risk - Crypto Assets may have low liquidity, which can make trading Crypto Assets difficult when desired or even prevent trading altogether;
iii) Security Risk - Hacking attempts targeting Crypto Assets or their blockchain and/or password phishing attempts may lead to the loss of Crypto Assets if successful;
iv) Blockchain Risk - Transactions made on the blockchain are generally irreversible, so blockchain technology inherently carries the risk of errors and delays, which can lead to the permanent loss of Crypto Assets or delayed transfers;
v) Lock-in Risk - Staking Service, based on the Proof of Stake protocol, involves the locking of Crypto Assets either directly on the blockchain or to a Subcontractor used by Kvarn. Therefore, there is a risk: if an failure or malicious activity occurs during the validation process, a so called 'Slashing Penalty' (the “Penalty”) may decrease the value and amount of the Staking;
vi) Third-Party Risk - If Kvarn's Subcontractor or any other party participating in the Staking Service or crypto markets goes bankrupt or becomes insolvent or makes an error in its operations, there is a risk that Crypto Assets may be lost and/or their recovery may be significantly delayed;
vii) Legislative Risk - Different jurisdictions have different approaches to Crypto Assets, so changes in legislation may have a negative impact on Crypto Assets and/or their value; and
viii) Tax Risk - Tax issues related to Crypto Assets are largely open and not extensively regulated by law.
Due to the inherent risks associated with Crypto Assets and the Staking Service, using the Staking Service entails a significant risk that the Customer may lose a significant portion of the capital subject to the Staking, or even the entire capital subject to the Staking and associated Rewards.
By using the Staking Service, the Customer acknowledges and accepts the risks associated with using the Staking Service and Crypto Assets in general.
1. INFORMATION ABOUT KVARN’S STAKING SERVICE
Kvarn Capital Ltd (hereinafter "Kvarn") offers the Customer the opportunity to use Kvarn's staking service (hereinafter the "Staking Service") after the Customer has accepted these Staking Service terms and conditions (hereinafter the "Staking Terms") as legally binding on themselves. Upon the Customer's acceptance of these Staking Terms, they become an integral part of the agreement between the Customer and Kvarn (hereinafter the "Agreement"), which shall become effective when the Customer accepts Kvarn's "Terms of Service," available here: [link to terms of service].
The use of the Staking Service is not permitted if the Customer does not accept these Staking Terms. The Staking Service is available to the Customer only upon separate acceptance of these Staking Terms and through the Customer's User Account on Kvarn's Service. Thus, the use of the Staking Service is also not possible if the Customer has not accepted Kvarn's Terms of Service.
Through the Staking Service, the Customer can lock their Crypto Assets for a specified period on a separate "Staking Account" managed and provided by Kvarn's Subcontractor. When the Customer wants to lock Crypto Assets to the Staking Account, the Customer must provide Kvarn with an Staking Instruction in the Service to transfer the Crypto Assets to the Staking Account managed by Kvarn's Subcontractor. Kvarn has sole discretion to decide which Crypto Assets are available for use in the Staking Service. The Crypto Assets available for use in the Staking Service can be found by logging into the Service: https://app.kvarnx.com/.
Kvarn will transfer to the Customer a Reward upon a successful Staking based on the Crypto Assets the Customer has locked for Kvarn for transfer to the Staking Account and the length of time the Customer has held the Crypto Assets in the Staking Account. While the Customer's Crypto Assets are in the Staking Account, the Customer will not be able to freely use the Crypto Assets.
2. DEFINITIONS
These Staking Terms use the following definitions:
"Subcontractor" means any third party whose services Kvarn utilizes to implement and provide the Staking Service.
"Customer" refers collectively to corporate customers (legal entities) and personal customers using the Staking Service.
"Customer Portal" refers to the customer portal for Kvarn’s Customers.
"Crypto Asset" refers to a digital representation of value or rights that can be transferred and stored electronically using distributed ledger technology or similar technology.
"Staking Period" refers to a predetermined period during which the Customer's Crypto Assets are locked in the Staking Service.
"Staking" refers to the Customer's Crypto Assets in the Staking Service that the Customer has decided to lock on the blockchain for the Staking Period.
"Reward" refers to compensation that Kvarn transfers to the Customer for the Staking.
"Service" refers to the brokerage and custody service for Crypto Assets and the Customer Portal provided by Kvarn.
"Anti-Money Laundering Act" refers to the act on preventing money laundering and terrorist financing (444/2017).
"User Account" refers to the Customer's account in Kvarn's Service, where the Customer can store Crypto Assets and Fiat Currency.
"Staking Instruction" refers to the instruction given to Kvarn by the Customer regarding the Staking of Crypto Assets in the Staking Service.
"External Wallet" refers to a digital wallet that allows the storage of Crypto Assets outside the Service by Kvarn's Subcontractor as part of the Staking Service.
"Fiat Currency" refers to the official currency of a country issued by a central bank or other monetary authority.
All other definitions and terms not defined in these Staking Terms have the same meaning as in the Terms of Service. If a definition or term is defined both in these Staking Terms and in the Terms of Service, the meaning defined in the Staking Terms shall prevail when using the Staking Service. Staking Terms are in Finnish, but translations are available in several languages. Kvarn strives to make the translations as close as possible to the original Finnish version. However, in case of differences or inconsistencies between the language versions, the Finnish version of the Staking Terms shall prevail. The Customer acknowledges and accepts that the Finnish version shall prevail in the interpretation of the Staking Terms.
3. OPERATION OF THE STAKING SERVICE
Making a Staking Instruction
The Customer can give a Staking Instruction to Kvarn in the Service concerning the transfer of the Customer's Crypto Assets from the User Account to the Staking Account. To be accepted, the Staking Instruction must contain the information required in the Staking Service at the time. The Customer must carefully verify the content of the Staking Instruction given that a Staking Instruction cannot be canceled after its execution. Once the Customer has provided an accepted Staking Instruction, the locking event appears as a confirmed transaction in the Service.
Kvarn may, at its sole discretion, accept or reject any Staking Instruction, and an accepted Staking Instruction does not obligate Kvarn to execute it. Thus, Kvarn may unilaterally decide not to execute a Staking Instruction and return the Crypto Assets subject to the Staking Instruction to the Customer's User Account.
Execution of Staking Instruction
By providing a Staking Instruction, the Customer authorizes Kvarn to act as an intermediary for and on behalf of the Customer. The authorization is necessary for the implementation of the Staking Period and authorizes Kvarn to perform any action it deems necessary for providing the Staking Service. When acting as an intermediary, Kvarn has the right for and on behalf of the Customer, for example: a) to transfer the Crypto Assets specified in the Staking Instruction from the Customer's User Account to an External Wallet managed by Kvarn or the Subcontractor, which may also contain Crypto Assets of other Kvarn customers; b) to stake the Crypto Assets using Subcontractors; and c) to charge the Customer the commission in accordance with the Staking Terms and/or Subcontractors' fees or other costs and expenses payable by the Customer (for further details see clause 4).
Kvarn will use its best efforts to execute accepted Staking Instructions, but cannot guarantee that a Staking Instruction can be fully executed as the execution of the Staking Instruction is dependent on factors beyond Kvarn's control. Through the Staking Instruction, Kvarn transfers the Crypto Assets specified in the Staking Instruction to an External Wallet for Staking, from where Kvarn's Subcontractor further transfers the Customer's Crypto Assets to a Staking Account managed by the Subcontractor. From this Staking Account, the Subcontractor shall allocate the Customer's Crypto Assets to the nodes of the blockchain network of the Crypto Asset defined in the Staking Instruction for use during the Staking Period. Due to the manual processes of the Staking Service and differences in validation processes and timeframes of different blockchains, the Customer acknowledges and accepts that there may be delays in the execution of the Staking Instruction.
Staking Period and expiry
Due to the characteristics of the Staking Period, the Customer acknowledges and accepts that the Customer cannot cancel, modify, or in any other way determine the Staking during the Staking Period. As compensation, a successful Staking accrues a Reward to the Customer's User Account for the Staking Period.
When the Staking Period expires, Kvarn's Subcontractor will transfer all potentially accrued and unpaid Reward and the capital subject to the Staking back to Kvarn's possession. The Subcontractors shall deduct their expenses and commissions from the accrued Reward. Upon receiving the Reward and Staking, Kvarn transfers them to the Customer's User Account, by first deducting the commission payable to Kvarn for the use of the Staking Service (for further details see clause 4).
Exceptional Situations
Crypto Asset market and, consequently, the Staking Service may face many exceptional and unpredictable market disruptions and/or other realizations of the risks referred to at the beginning of these Staking Terms. Such situations may include, but are not limited to: i) the Staking of Crypto Asset subject to the Staking Instruction cannot be executed; ii) a system failure in the Staking Service; iii) a significant volatility in the value of the Crypto Asset subject to the Staking Instruction; and iv) Kvarn or the Subcontractor or any other party relevant to the operation of the Staking Service experiences technical or operational issues or becomes insolvent.
In the event of any market disruption, Kvarn may, at its discretion, take one or more of the following actions:
Thus, when considering the adoption of the Staking Service, the Customer acknowledges and accepts that Kvarn may not be able to offer the Staking Service uninterrupted in all circumstances. The Customer also acknowledges and accepts that in the event that Kvarn acts as described, the market value of the Crypto Assets may significantly differ from the market value that preceded the event, and/or the Staking Instruction may not be executed, and/or the Customer may suffer significant losses, and the Crypto Assets may even be permanently lost, for example, as a result of a Penalty.
4. REWARD, REPORTING AND COMMISSIONS CHARGED BY THE COMPANY
The Customer is entitled to a Reward based on the Staking, upon successful completion of the Staking Period. Kvarn transfers the Reward to the Customer in the same Crypto Asset that the Customer has set for the Staking. The indicative time frame for the transfer of the Reward is provided per Crypto Asset in the Service when making the Staking Instruction and on Kvarn's website. Kvarn reserves the right to deviate from the stated time frame in the event of any disruption and/or delay in the transfer of the Reward to Kvarn by the Subcontractor.
The amount of the Reward potentially due to the Customer is a certain percentage of the amount of the locked Crypto Assets. The percentage varies based on changes in market conditions during the Staking Period.
As a fee for the Staking Service, Kvarn charges the Customer a commission in force at any given time on the value of the Reward, including any fees and/or commissions charged by Subcontractors, before the Reward is paid to the Customer. The amount of the commission is provided on Kvarn’s website or in the Service when making the Staking Instruction. Kvarn also reserves the right to withhold any portion of the Reward exceeding the commission if Kvarn has receivables from the Customer based on any other Kvarn Service.
Kvarn strives to provide the Customer with information about the Staking and the amount of the Reward in the Service before, during, and after the Staking Period. However, Kvarn cannot guarantee a specific rate of return to the Customer, and the amount of Reward communicated to the Customer at the time of the Staking Instruction may not necessarily correspond to the final Reward, or the Reward may be completely forfeited.
5. SUBCONTRACTORS IN THE STAKING SERVICE
Kvarn uses independent and separate Subcontractors from Kvarn to provide the Staking Service. There is no, nor does the Staking Service create, a contractual relationship between the Customer and the Subcontractors; the Agreement is always between the Customer and Kvarn.
These Subcontractors are involved, inter alia, in the provision of the External Wallet, the enabling of the Staking and the management of related functions. To ensure the functionality of the Staking Service, Kvarn needs to share or transmit information about the Customer to the Subcontractors. Therefore, by using the Staking Service, the Customer authorizes Kvarn and the Subcontractors to share the Customer information to the extent necessary for the provision of the Staking Service.
In the event of termination of the contractual relationship between Kvarn and a Subcontractor, the Customer acknowledges and accepts that Kvarn may not be able to provide the Staking Service and/or execute Staking Instructions in the usual manner, as Kvarn would need to find a new Subcontractor to execute the Staking Instruction. If Kvarn is able to execute the Staking Instruction after finding a new Subcontractor, the Customer acknowledges and accepts that prevailing market prices may significantly differ from the prices previously communicated to the Customer and/or that the Staking Instruction may not be executed at all.
If the contractual relationship between Kvarn and a Subcontractor is terminated, Kvarn aims to return the Customer's Crypto Assets, Staking, and Reward from the Subcontractor to the User Account, or if Kvarn considers it more advantageous for the Customer and feasible, Kvarn will seek a new Subcontractor to enable the continuation of the Staking Service. However, when using the Staking Service, the Customer acknowledges and accepts that the termination of the contractual relationship between Kvarn and a Subcontractor may result in partial or complete loss of the Customer's Staking and/or Reward, and due to the independent status of the Subcontractors, Kvarn has no direct control over the Subcontractors' actions.
6. CUSTOMER RIGHTS AND OBLIGATIONS
The Customer is obliged to use the Staking service only in their own name and on their own behalf unless otherwise expressly agreed in writing. The Customer is obliged to make each decision (including the decision to use the Staking Service, the decision on how and with which Crypto Assets the Customer will use the Staking Service, and the decision to give a Staking Instruction) independently and at its own risk. All decisions made by the Customer must be based on the Customer's own investigation and assessment of Kvarn and the Staking Service, and the risks associated with the Staking Service. The Customer should consult appropriate parties in making investment decisions where necessary.
By using the Staking Service, the Customer warrants that:
7. KVARN’S RIGHTS AND OBLIGATIONS
Kvarn is not obliged to provide the Customer with assistance regarding ensuring the legality of using the Staking Service. Kvarn does not give any guarantees of the market value of the Staking, and Kvarn is not able to influence the market value of the Customer's Crypto Assets after the Staking Period.
Kvarn's material relating to the Staking Service is provided for informational purposes only, unless expressly and explicitly stated otherwise. Kvarn does not guarantee the accuracy of such material and is not liable for any inaccuracies, incompleteness, or unsuitability of the material provided. No information provided by Kvarn should be construed as an offer or invitation to make any Staking Instructions.
At its discretion, Kvarn has the right to cancel any Staking Instruction if Kvarn detects or suspects that the Customer is using the Staking Service for illegal or harmful purposes, or in any way in violation of these Staking Terms. In doing so, Kvarn is not obliged to provide the Customer with any reasons for its decision to cancel the Staking Instruction.
8. LIMITATION OF LIABILITY
Kvarn provides the Staking service "as is" without any warranties other than those expressly stated in these Staking Terms. Kvarn disclaims all other warranties, whether express or implied, given to the Customer or any third party, including but not limited to warranties of quality, fitness for purpose, merchantability, or other matters related to the Staking Service or the Service under these Staking Terms or the Agreement.
Kvarn shall not be liable for any direct or indirect losses, damages, claims, or other similar matters arising from:
a) refusal or non-execution of the Staking Instruction,
b) delay in the execution of the Staking Instruction,
c) the legality of the Customer's actions under the law and/or in compliance with the Staking Terms, or any breach thereof by the Customer,
d) the Customer's ability or inability to assess the risks associated with the Staking Service,
e) the acts or omissions of the Subcontractor or third party or their insolvency,
f) a flaw or a failure in the Crypto Asset smart contract (e.g., due to malware, attack, or exploitation) or protocol delays (e.g., the protocol does not register a transfer),
g) loss of Staking or Reward, if caused by circumstances beyond Kvarn's control (force majeure; such events may include, but are not limited to, acts of a common enemy, terrorism, war, act of governmental authority, natural forces, earthquakes, floods, fires, pandemics, power failures, failure in telecommunications and inability to obtain products or services from other persons or entities),
h) loss, theft, malfunction, destruction or other factors restricting access to the private keys of the Staking or Crypto Assets related to the Staking Service, and
i) other matters for which the Customer is responsible.
Kvarn shall not be liable for any indirect damages related to the use of the Staking Service, such as loss of income or profit or other consequential damages, unless the Kvarn has caused damage through gross negligence or intentionally.
Without limiting any of Kvarn's limitations of liability, Kvarn's total liability under or related to this Agreement, regardless of the cause of the damage, the form of the damage, or the time of the damage, shall in any case be limited to the fees charged by Kvarn to the Customer for the use of the Staking Service 12 months immediately preceding the event giving rise to the claim for damages.
9. VALIDITY AND TERMINATION
These Staking Terms are valid until further notice. Kvarn may unilaterally terminate these Staking Terms with immediate effect, including during the Staking Period, if the Customer breaches these Staking Terms. The Customer's actions are considered to violate the terms at least in the following situations: i) the Customer acts and/or uses the Staking Service in a manner that violates the law or the rights of a third-party; and ii) the Customer attempts to add or adds content to the Crypto Asset blockchain or the Kvarn Service that is harmful to their operation.
The following sections shall survive the termination of the Staking Terms: 2, 4, 6, 7, 8, 10, 11, and 12.
10. OTHER TERMS
The Customer is not entitled to transfer any rights or obligations under these Staking Terms to third parties without the written consent of Kvarn. Kvarn has the right to transfer the rights and obligations under the Staking Terms to its parent company or subsidiary or in the event of an acquisition or merger by notifying the Customer of the transfer.
If any term of these Staking Terms is found to be invalid by a court of competent jurisdiction, the invalid provision shall be removed from the Staking Terms, and the Staking Terms shall remain in force in all other respects.
11. CHANGES TO STAKING TERMS
Kvarn reserves the right, if Kvarn in its sole discretion deems it justified for any reason, to change the content of the Staking Service or to suspend or discontinue the provision or publication of the Staking Service without prior notice at any time, either temporarily or permanently. The Customer acknowledges and accepts that in such a case, the Customer’s Crypto Assets and/or Staking may be frozen, and the Customer's access to the assets may be blocked until the underlying situation causing the freeze or block is resolved.
Kvarn has the right to unilaterally change these Staking Terms at any time. Kvarn seeks to notify the Customer of changes to the terms and conditions within a reasonable period before the change takes place, however at least 30 days before the change will take place. By continuing to use the Staking Service after the effective date of the changes, the Customer is deemed to have automatically accepted the changes to the Staking Terms. If the Customer does not accept the changes, the Customer must notify Kvarn of this by sending a message via the Customer Portal and stop using the Staking Service.
12. APPLICABLE LAW AND DISPUTE RESOLUTION
Regardless of from which country the Staking Service is used, the Customer hereby accepts that these Staking Terms and the use of the Staking Service shall be construed in accordance with and governed by the laws of Finland excluding the rules of conflict of laws of the Finnish legislation. Disputes shall be settled primarily by negotiations between the parties. If no acceptable solution is reached in the negotiations, disputes shall be finally settled by arbitration in accordance with the Arbitration Rules of the Central Chamber of Commerce. The number of arbitrators shall be one, the seat of arbitration shall be Helsinki, Finland and the language of the arbitration shall be Finnish.
Consumer users have the option to take the dispute to the District Court of their domicile and/or to the Consumer Disputes Board for resolution. Before taking the dispute to the Consumer Disputes Board (www.kuluttajariita.fi), we recommend contacting consumer advice (www.kuluttajaneuvonta.fi).
The address of the Consumer Disputes Board is Hämeentie 3, PO Box 306, 00531 Helsinki, Finland. The email address of the Consumer Disputes Board is: kril@oikeus.fi.
