1. What are these Terms and Conditions?
1.1. These Terms and Conditions set out the terms on which Max Property Group B.V., a company registered in the Netherlands with company registration number 65570391 (RSIN 856166352) and registered address at Brielselaan 85, 3081 AB, Rotterdam (“MPG”) provides the Site and its services. By using our Site and our services or making an Order through our Site, you are legally bound by these Terms and Conditions and all terms and provisions incorporated herein. These Terms and Conditions contain provisions which affect your legal rights, inter alia the limitation of MPG’s liability.
1.2. Please review these Terms and Conditions carefully and make sure that You understand them before using the Site and/or making an Order. If You do not agree to these Terms and Conditions, You must cease use of the Site and must not make an Order through the Site.
2. Acceptance of Terms and Conditions
2.1. By using the Site and/or making an Order, You accept and agree to be legally bound by these Terms and Conditions.
2.2. MPG may at any time modify these Terms and Conditions. MPG will notify You of any changes to these Terms and Conditions either by emailing You (at the email address entered by You into the registration form on the Site) and/or by posting a notice on the Site. By continuing to use the Site and/or making any Order after changes to these Terms and Conditions are made and notified to You, You agree to be bound by such changes.
2.3. You can review the most current version of our Terms and Conditions at any time by clicking on the "Terms and Conditions" link located at the bottom of the Site. It is Your responsibility to ensure that You are familiar with the current Terms and Conditions. You are advised to check the above link on a regular basis.
3.1. In these Terms and Conditions:
“Account” means the account of a User on the MPG Site which is created when a User registers with MPG by completing the registration form available on the Site.
“AML documentation”, “AML / KYC documentation” means the documentation required to be provided by the User as set out in our Anti-Money Laundering Policy, which can be provided upon request.
“Anti-Money Laundering Policy” means the policy we adhere to in regards to our Users providing Anti-Money Laundering and Know Your Client documentation.
“Asset”, “Assets” any and all products offered on the Site, including but not limited to; property funds, project finance, property listings for sale, property listings for rent.
“Client Account” means an escrow account or third party account where MPG may hold client’s funds.
“Commission” means the commission charged by MPG for the services provided on the Site.
“MPG Tokens” and “MPG Utility Tokens”, the utility tokens used to pay for transactions on the MPG Site.
“MPG”, “we” and “us” are references to Max Property Group B.V. a company registered in the Netherlands with company registration number 65570391 (RSIN 856166352) and registered address at Brielselaan 85, 3081 AB, Rotterdam.
“Digital Currency” means the virtual currencies known as crypto currencies or digital currencies.
“Fiat Currency” means the currencies issued by jurisdictions, such as the USD, GBP, Yen, Swiss Franc, Euro, etc.
“Order” means any request by a User to purchase any goods made by selecting one or more Assets, adding such Assets to Your Orders and making payment for the contents of Your Order book (as further detailed in clause 6). The Order also govern the purchase by you of the MPG Utility Tokens.
“Pitch Deck” MPG has prepared a pitch deck, which is published on our Site. The Pitch Deck describes the proposed use of the MPG Tokens and the Site.
“Settlement Date” means the date and time an Oder is processed and finalised.
“Site” means the platform where products are published through www.maxpropertygroup.com by MPG from time to time including without limitation the trading platform at www.maxpropertygroup.com and their subdomains. The Site is using the Max Property Group child chain, which is based on the Ardor blockchain (https://ardorplatform.net/).
“Terms and Conditions”, the terms and conditions as described in this document.
“User”, an individual or a company who has registered an account on the MPG Site.
“Your” and “You” means a User of the Site who makes an Order via the Site.
4. What is MPG?
4.1. MPG is a company registered in the Netherlands with company registration number 65570391 (RSIN 856166352) and registered address at Brielselaan 85, 3081 AB, Rotterdam.
4.2. MPG operates the Site. The Site is an electronic web interface through which Users can either:
(a) place an Order to exchange Assets; or
(b) place an Order for the purchase of Assets for Digital Currency (including MPG tokens) and/or Fiat Currency; or
(c) place an Order for the sale of Assets for Digital Currency (including MPG tokens) and/or Fiat Currency
(d) purchase services on the Site with MPG tokens
4.3. In placing an Order, the User seeks to exchange Assets, convert from Fiat Currency to Assets or from Assets to Fiat Currency.
4.4. Your Order, including but not limited to the purchase of MPG tokens is final. Refunds or cancellations are not permitted.
5. Registering as a User
5.1. You may access the public areas of the Site which contain general information about MPG and our service without registering as a User.
5.2. If You wish to place an Order, you will first be required to register as a User. Due to compliance with regulatory requirements, registration is a two-step process as follows:
(a) completion of the Create Account registration form which can be found on the Site; and
(b) provision to MPG of the AML / KYC documentation (as set out in our Anti-Money Laundering and Know Your Client Policy)
5.3. Once MPG has received all of the required documentation as set out in paragraph 5.2 and our Anti-Money Laundering Policy, MPG may undertake certain additional security checks on You.
5.4. If MPG in its sole and absolute discretion is satisfied that You comply with all applicable requirements, MPG will provide You with an approved Account to access the Site.
5.5. Please note that you will not be able to make an Order under any circumstances until the regulatory requirements have been met, you have provided us with all requested documents and information and when you successfully passed through our remaining security checks
5.6. The User undertakes to provide MPG as soon as practicable on demand with any and all information that MPG may require, or in MPG’s sole and absolute discretion considers necessary, including without limitation for the purposes of providing such information to any applicable governmental or regulatory authority in relation to regulatory compliance or anti-money laundering laws and regulations.
6.1. MPG and the User will from time to time enter into Orders in accordance with the User’s electronic instructions issued through the Site.
6.2. Once a buy or sell Order has been created by the User the transaction will be concluded once there is a matching sell or buy Order from another User on the Site. For example, if You enter an Order to sell an Asset at or above price X, the Site will match Your Order with an Order of a User who wishes to buy the Asset at a price above or equal to price X per Asset.
6.3. The Site may part-perform an Order made by You and you hereby irrevocably acknowledge and agree that MPG shall be permitted to do so. For example, Your Order to sell 100 Assets at or above price X might be matched with an Order to buy 50 Assets at or above X. This would leave You with a partly-unperformed Order equal to 50 Assets for sale at a price above or equal to X.
6.4. Each Order entered on the Site is irrevocable and binding on the User. MPG cannot and will not reverse an Order to the extent that it has been matched with one or more other Orders as set out above.
6.5. We reserve the right to refuse or cancel any Order at any time in our sole discretion, including the situation where an Order has not been matched. MPG is never liable for any loss, damage or cost arising from the refusal or cancellation of any Order.
6.6. It is the sole responsibility of the User to provide MPG with correct and actual information and data. MPG shall at all times be entitled to operate on the basis that each Order is correct and does not contain any errors.
6.7. Each Order will be confirmed to the User using the Site’s record-keeping functionality which can be viewed by the User through their Account.
6.8. MPG records the details of every Order undertaken for a User including the tracking numbers of all digital currencies provided to a User.
6.9. The purchase price that you pay for the MPG tokens and/or Assets or the price of the Order are exclusive of all (applicable) taxes. It is the User’s own and sole responsibility for determining what, if any, taxes apply to your Order.
7.1. Prior to making any Order, the User should ensure they have sufficient Fiat Currency or Digital Currency. An Order will only be confirmed once full payment for the Asset has been received and cleared. MPG cannot accept responsibility for a delay in onward payment due to the late arrival of such funds. The User bears the costs of the exchange rate.
7.2. The User expressly agrees and acknowledges that banks have cut-off times, after which they will not accept same-day payment instructions. It is the sole responsibility of the User to make itself aware of, and where necessary comply with, any applicable cut off times.
7.3. Assets are credited to a User’s Account once the User has made a transfer from his bank account or digital currency wallet to the Asset controlling User using the Site.
7.4. All payments made to MPG under these Terms and Conditions are to be made in full without any set-off, counterclaim or deduction whatsoever.
7.5. MPG shall make payments to the User in full in respect of an Order less MPG’s Commission unless (i) it is required by law to deduct sums in respect of taxation, or (ii) it is or will be owed amounts which are incurred in respect of transfer charges that may be levied or (iii) the User owes MPG amounts in respect of other Orders or Commission which have not been settled in accordance with these Terms and Conditions.
7.6. The User shall only be able to place an Order to exchange Assets if the full amount of such Order is credited to his Account on the Site.
7.7. In calculating how many Assets can be purchased by the selling Asset amount set out in the Order, MPG shall be entitled to reduce its Commission on the selling Asset amount of the Order prior to calculating how may Assets can be purchased.
7.8. MPG shall provide a confirmation to the User showing the exchange rate, the number of Assets purchased and the Asset cost. This confirmation will be viewable in the “Transactions” section of the Site.
7.9. On completion of an Order (or part-completion of an Order as applicable) MPG will credit to the User’s Account on the Site the number of Assets due.
8. Withdrawing Fiat Currency and Digital Currency
8.1. The User shall be permitted to withdraw Fiat Currency and/or Digital Currency credited to his Account on the Site by making a withdrawal request via the Site.
8.2. Where a withdrawal request is received by MPG in respect of Fiat Currency, MPG shall pay such Fiat Currency to the bank account of the User nominated on registration. The User cannot receive Fiat Currency into another bank account without the explicit agreement of MPG.
8.3. Where a withdrawal request is received by MPG in respect of Digital Currency, MPG shall credit such Digital Currency to the Digital Currency wallet of the User nominated in the withdrawal request.
8.4. MPG shall make payments in Fiat Currency and Digital Currency to the User (and shall credit the User’s Account) in full unless (i) it is required by law to deduct sums in respect of taxation, or (ii) it is or will be owed amounts which are incurred in respect of transfer charges that may be levied, or (iii) the User owes MPG amounts in respect of other Orders or Commission which have not been settled in accordance with these Terms and Conditions. In the event that MPG is required or permitted to make any deductions pursuant to this paragraph, MPG shall be permitted to make deductions in Fiat Currency or Digital Currency in its sole and absolute discretion.
9. No Financial Advice or products
9.1. MPG may in its sole and absolute discretion from time to time provide information to the User on practical aspects of dealing between Assets, the MPG tokens and cryptocurrencies in general
9.2. Notwithstanding any such information provided by MPG, the User acknowledges and agrees that it enters into each Order of its own free will without reliance on any information provided by MPG and that such Order is at its own risk. The User shall not be entitled to rely on MPG for advice on the timing or terms of any Order. None of the information is intended to form the basis for any investment decision. No specific recommendations are implied or intended. MPG can never be held liable for any of its provided information or explanations.
9.3. The User acknowledges and agrees that the exchange rate between Assets varies regularly and will be affected by matters and events outside of the control of the User and MPG.
9.4. The User acknowledges and agrees that the sale of the MPG tokens themselves are not an investment, security, share or equity interest, debt or lone or something similar to the above. You also acknowledge and agree that you do not purchase the MPG tokens for the purpose of speculation, immediate resell or for other financial purposes.
10. User Representations
10.1. The User represents and warrants as at the date of each Order and on its Settlement Date that:
(a) the User is acting as principal in respect of the Order and is not acting for another person;
(b) the User has full power and authority to enter into the Order and is the beneficial owner of all monies paid or to be paid at the Settlement Date free from any charge or encumbrance;
(c) the information provided by the User in relation to the Order (and all AML Documentation provided by the User) is at the time of the Order complete, accurate, current and not misleading and that any further information requested by MPG is complete, accurate, current and not misleading in all material respects;
(d) the User has not relied upon any other person (including without limitation MPG) in entering into the Order.
11. User Acknowledgments
11.1. The User acknowledges that funds may be held with those of other Users of MPG in a Client Account which is held with a major financial institution in the EU or any other jurisdiction as from time to time may be decided. Funds belonging to Users are segregated from those belonging to MPG.
11.2. The User shall have no fiduciary rights or claims against the financial institution in respect of any of his funds held in such account or accounts.
11.3. The account or accounts with the financial institution are governed by the terms of the financial institution, which have been provided, and are exclusively operated by MPG in accordance with its terms. The terms state that when the financial institution acts on properly mandated instructions it will receive a safe receipt and discharge and will not be bound to enquire as to the purpose to which those funds are applied and the financial institution shall not be prejudiced for acting on such mandated instructions.
11.4. The User acknowledges that MPG is under no obligation to pay interest on any funds held on his behalf in any account.
12.1. MPG has the right to terminate, close out or reverse an Order without notice to the User if:
(a) the User shall fail to make any payment in respect to an Order, when due and in accordance with these Terms and Conditions; or
(b) the User materially breaches any of these Terms and Conditions or fails to comply with its obligations to MPG or is in breach of any statute or regulation; or
(c) it becomes or may become unlawful for MPG to maintain or give effect to all or any of the obligations under these Terms or Conditions or otherwise to carry on its business or if MPG is requested to close out an Order (or any part thereof) by any regulatory authority whether or not the request is legally binding or MPG in its absolute discretion considers it desirable or necessary to do so for its own protection; or
(d) in the event that the User becomes unable to meet its obligations as they become due or has a bankruptcy petition presented against them or the User proposes a form of composition or arrangement to its creditors or if the User ceases or threatens to cease all or part of its business; or
(e) any of the events specified above or anything comparable thereto occurs under the laws of any applicable jurisdiction.
12.2. If the User becomes aware of the occurrence of any event referred to in Clause 12.1 above, he shall give MPG notice of such event forthwith.
12.3. If the User fails to make a payment due to MPG in respect of any Order, MPG shall be entitled to collect interest on such unpaid items at a rate of 5% above the current annual Euribor base rate calculated on a daily basis from the date payment was due to the date payment is received.
12.4. If for any reason whatsoever the User fails to meet its obligations to MPG hereunder and or under any Order, MPG may at its discretion terminate any Order without notice and without liability for any loss, damage, costs
13. Your Conduct and Warranties
13.1. By downloading and/or using the Site, You agree not to upload, post, e-mail or otherwise send or transmit any material that contains viruses, Trojan horses, worms or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment associated with the Site.
13.2. You agree and undertake to keep your access to your Account and wallet or other storage device confidential, including the usernames and passwords and not to disclose Your usernames or passwords to any other person and not to permit any other person to log in to the Site using Your username and password. Keeping your usernames or passwords safe is your own responsibility. MPG is not responsible nor liable for any unauthorized use of your Account, any loss or theft of your data or MPG tokens.
13.3. You agree not to interfere with the servers or networks connected to the Site or to violate any of the procedures, policies or regulations of networks connected to the Site, including these Terms and Conditions.
13.4. You also agree not to:
(a) attempt to reverse engineer or sell, export, license, modify, copy, distribute or transmit the Site to any third party, or jeopardize the correct functioning of the Site, or otherwise attempt to derive the source code of the software (including the tools, methods, processes and infrastructure) that enables or underlies the Site;
(b) attempt to gain access to secured portions of the Site to which You do not possess access rights;
(c) impersonate any other person while using the Site;
(d) conduct Yourself in a vulgar, offensive, harassing or objectionable manner while using the Site;
(e) resell or export the software associated with the Site;
(f) use the Site to generate unsolicited advertisements or spam; or
(g) use any automatic or manual process to search or harvest information from the Site, or to interfere in any way with the proper functioning of the Site.
13.5. By entering an agreement with MPG, You warrant that:
(a) You have read and understand these Terms and Conditions and the Pitch Deck;
(b) You have the authority to enter into a binding agreement with Us and to perform the obligations set out herein;
(c) You have sufficient knowledge and experience in business and financial matters and you understand the risks involved;
(d) You obtained sufficient information about the MPG tokens in order to make an informed decision
(e) You only purchase MPG tokens for the purposes of the Site;
(f) You comply with every national (tax) laws and regulations, including the anti-money laundering and counter financing of terrorism laws and requirements in your jurisdiction;
(g) You do not use the MPG tokens for illegal activities.
14. Our Rights
In providing You with access to the Site, and permitting you to make Orders via the Site, MPG reserves the following rights, and in accessing, browsing or otherwise using the Site and/or making any Order via the Site You grant to MPG and agree that MPG shall have the following rights:
(a) the right to refuse or withdraw Your access to the Site in accordance with applicable laws for any reason at any time (with or without notice) if in MPG’s sole and absolute discretion You violate or breach any provisions of these Terms and Conditions;
(b) the right to suspend, amend or disable Your Account without giving You notice or any reason;
(c) the right to cancel any Order or amend in part any Order without giving You notice or any reason, save that in such circumstances MPG shall refund such part of the Order as has been cancelled by it;
(d) the right to amend or update the Site, Commission, any Order, billing methods or these Terms and Conditions from time to time;
(e) the right to report You to the police or other judicial body if MPG believes in its sole and absolute discretion that Your conduct (whether in using the Site, making an Order for any Goods or otherwise) is or may be unlawful.
15. Intellectual Property
15.1. MPG and/or its licensor(s) are the sole owners of all its intellectual property rights, including without limitation, ideas, data, trademarks, tradenames, documentation, inventions, the Site, which includes any software, domains, and content made available through the Site.
15.2. The MPG brand and the Site are protected by International copyright and other intellectual property laws. Without limitation, this means that You may not use sell, export, license, modify, copy, distribute or transmit the Site (or any part of it) or any material provided through the Site without MPG’s prior express written consent.
15.3. Any unauthorized use of the Site will result in the automatic termination of the use granted by us. MPG reserves the right to terminate the granted use without notice at any time following an unauthorized use by You of the Site.
15.4. MPG and its graphics, logos, icons and service names related to the Site are registered and unregistered trademarks, tradenames or trade dress of MPG. They may not be used without MPG’s prior express written permission.
15.5. All other trademarks not owned by MPG that appear in connection with the Site are the property of their respective owners, who may or may not be affiliated with, connected to or sponsored by MPG.
16. Security / Protection of your personal data
17. Electronic Communications
By downloading and/or using the Site and/or viewing Assets and/or making any Order for Goods through the Site, You consent to receiving electronic communications and notices from MPG. You agree that any notice, agreement, disclosure or other communications that we send to You electronically will satisfy any legal communication requirements, including that such communications be in writing.
19. No Warranty and Liability Limit
19.1. MPG provides the Site "as is" and without any warranty or condition, whether express, implied or statutory. The MPG tokens are sold “as is” and “as available”. The use of the Site and the purchase of the MPG tokens are without warranties of any kind.
19.2. MPG assumes no liability or responsibility for any errors or omissions in the Site; any failures, delays or interruptions in the Site or in delivery of any Order; any losses or damages arising from the use of the Site or the use, possession or purchase of the MPG tokens.
19.3. MPG reserves the right to deliver the Site and to process Orders in its sole and absolute discretion.
19.4. In no event shall MPG, its (past) shareholders, directors, officers, employees or agents be liable (jointly or severally) to You for loss of use or any special, incidental, indirect or consequential damages arising out of or in connection with the Site, the publication of any Listing, the placement by you of any Order, the delivery, sale, purchase or use of any MPG tokens the failure in whole or in part to deliver any Goods or these Terms and Conditions, on any theory of liability, and whether or not advised of the possibility of damage.
19.5. If any applicable authority holds any portion of this section to be unenforceable, then liability will be limited to the fullest possible extent permitted by applicable law.
19.6. MPG specifically excludes liability for any loss, harm, distress or damage suffered by You or any third party as a result of inaccurate information appearing on the Site and for any goods and Services provided by MPG.
You agree to indemnify to the fullest extent permitted by law and hold MPG and its related companies, and each of their respective (past) shareholders, directors, officers, employees, agents and merchant partners harmless from and against any third-party claim or cause of action, including reasonable attorneys' fees and court costs, arising, directly or indirectly, out of Your breach of these Terms and Conditions and/or Your violation of any law or the rights of any third party.
21. Force Majeure
MPG shall not be liable and disclaims all liability to You in connection with any force majeure event, including acts of God, fire, flood, or other natural disaster, power failures, malicious injury, strikes, lock-outs, or other labour troubles, riots, insurrection, hardware- and software failures, smart contract bugs, changes to any blockchain-related protocol, war or other reason of like nature not the fault of MPG.
22.1. The User expressly understands the risks associated with purchasing, holding and using the MPG tokens. Purchasing, holding and using tokens are particularly prone to the following risks:
(a) Legal and regulatory risks: MPG operates in a new and developing legal and regulatory environment. It is difficult to predict how and whenever authorities will regulate such technologies. MPG may cease the distribution of the MPG tokens or the development of the Site in event that authorities will make such activities unlawful.
(b) Technology risks: Blockchain technology is still in an early stage of development. The MPG tokens are based on the Ardor blockchain. Today, the Ardor blockchain presents promising advances in blockchain technology, but there is no guarantee the Ardor blockchain keeps existing or continues to be updated. The Ardor blockchain can be suspended.
(c) Cybercrime risks: MPG tokens may be the subject of cybercrime activities such as hacking, malware attacks or denial of services attacks.
(d) Financial stability: Cryptocurrencies are speculative in nature. By purchasing, holding and using MPG tokens you accept these financial risks, including that MPG tokens may not have value or that its value is highly fluctuate for example in the situation when there is a lack of interest for the MPG tokens or when blockchain technology obtains a bad reputation.
(e) Other risks: there may still be other risks. MPG tokens purchased by you may be held in a digital wallet which requires a personal username, passwords or key logins. You can lose access to your MPG tokens if you lose your personal username, passwords or key logins. There are also other risks, including those MPG cannot anticipate.
23.1. You agree that these Terms and Conditions and any claim, dispute or controversy arising out of in connection with these Terms and Conditions or their subject matter or formation (including non-contractual disputes or claims), the Site, MPG’s advertising or any related transaction between You and MPG shall be governed by and construed in accordance with the laws of the Netherlands.
23.2. Any dispute or claim arising out of or in connection with such matters (including non-contractual disputes or claims) will be subject to the exclusive jurisdiction of the courts of the Netherlands.
23.3. These Terms and Conditions and any dispute or claim arising out of or in connection with them or their subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the Netherlands.
23.4. You irrevocably agree that the courts of the Netherlands shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with these Terms and Conditions agreement or their subject matter or formation (including non-contractual disputes or claims).
23.5. You irrevocably agree that the original language of these Terms and Conditions is the English language. In case of a dispute the English version of these Terms and Conditions will be the only legally binding Terms and Conditions.
MPG may change or discontinue the availability of the Site and at any time without prior notice. MPG reserves the right to terminate these Terms and Conditions for any reason, without notice, and these Terms and Conditions shall automatically terminate in the event that You violate any of the Terms and Conditions set forth herein (with prejudice to our accumulated rights against You). In the event of any termination, You will immediately cease use of the Site and will not make any further Order(s). You acknowledge and agree that MPG shall have no liability or obligation whatsoever towards you in such event, to the fullest extent permitted by law.
25.1. These Terms and Conditions are agreed between You and us. No person shall have any rights under or connection with these Terms and Conditions for whatever reason.
25.2. If any court or competent authority decides that any term of these Terms and Conditions is held to be invalid, unlawful or unenforceable to any extent, such term shall, to that extent only, be severed from the remaining terms, which shall continue to be valid to the fullest extent permitted by law.
25.3. MPG reserves the right to charge interest on any late payments at the rate of 5% per annum above the Euribor base rate. Interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment.
25.4. Headings are for reference purposes only and in no way define, limit, construe or describe the extent or scope of such section.
25.5. Our failure to enforce any provision of these Terms and Conditions shall not constitute a waiver of that or any other provision and will not relieve You from the obligation to comply with such provision.
25.6. You are not permitted to assign, transfer, charge, sub-contract or deal in any other manner with all or any of Your rights under these Terms and Conditions without our prior express written consent.
25.7. These Terms and Conditions set forth the entire understanding and agreement between You and MPG with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements and understandings, both written and oral.
25.8. The User acknowledges and agrees that the purchase of Assets and/or MPG tokens does not provide you any rights with respect to MPG including but not limited to property, claims, loans, ownership interests, voting rights.
25.9. If you have any questions relating to these Terms and Conditions, please do not hesitate to contact us through the contact details provided on the Site or by mail to our registered office at: Brielselaan 85, 3081 AB Rotterdam, the Netherlands.