Terms of Service

JMS Trading Limited
Terms of Service:
Version 1.0
Date 19 June 2025

JMS Trading Limited (Company No. C 108433), a Virtual Financial Assets Service Provider licensed as Class 3 by the Malta Financial Services Authority (MFSA) under the Virtual Financial Assets Act (Authorization ID – JTL – 24283) trading under “BCXPro” (hereinafter referred to as the “Company”, “us”, “we”, “our”).

The Company is licensed Class 3 virtual financial assets (“VFA”) provider in terms VFA Act (Chapter 590 of the Laws of Malta).

The Company is licensed to provide the following VFA services:

Reception and transmission of orders
Execution of orders on behalf of its clients
Custody of VFAs
Transfer of VFAs
Dealing on own account.

Collectively referred to as “Services”.

The Services are provided to you subject to the acceptance of these Terms of Service, by logging onto the BCXPro platform (the “Site”).

1. ACCEPTANCE AND MODIFICATIONS OF THESE TERMS OF SERVICE

1.1 By visiting or accessing the Site, You agree that You have read and accepted these Terms, as well as Our Privacy Policy, published on the Site (link). You further agree that these Terms apply to any account on Our Site that You open, are a representative of, or are an authorised signatory of (Your “Account(s)”). By visiting the Site, We may provide You with access to our platform and other services in respect of VFAs, via API (application program interface), technologies, products and/or functionalities (collectively or individually, the “Service(s)”).

1.2 If You do not agree to be bound by these Terms, you will not be permitted to access or use the Service(s) and must leave the Site immediately.

1.3 We reserve the right to modify or change these Terms at any time and at our sole discretion. We shall make a reasonable effort to notify the Customer by providing at least 10 business days’ written notice of any planned amendments. If you do not object in writing within this period, we will assume you consent to the changes. If you disagree with any amendments, you may terminate the agreement immediately and without liability from the date of notification. We will make every effort to provide you with adequate notice of any major modifications to these Terms.

1.4 You acknowledge that you have read, understood, and accepted the Company’s Risk Disclosure Statement (link).

2. IDENTIFIED PRINCIPAL AND YOUR ACCOUNT

2.1 Our Services are for corporate entities, which will be treated as our sole Customers. We will accept instructions only from the entity’s authorized directors or representatives unless a valid third-party power of attorney is provided by the entity’s authorised representatives, in which case the appointed attorney will be treated as the Customer.

2.2 To use our Services, you must set up and maintain active an account (“Account”). Your eligibility to use our Services is subject to meeting our AML compliance requirements, which will be assessed on a case-by-case basis in light of the most recent applicable regulations.

3. THE SERVICES

3.1 Nature and Scope of Services

We provide over-the-counter brokerage, conversion, custody, and ancillary services in relation to Virtual Financial Assets (“VFAs”), as defined under the Virtual Financial Assets Act, Chapter 590 of the Laws of Malta. Asset-referenced tokens and e-money tokens are expressly excluded from the scope of these Services.

We provide “execution-only” services and do not provide investment advice, whether general or specific, regarding:

(a) the merits, risks, or suitability of any VFA trading transaction;

(b) the suitability or risk profile of such transactions; or

You acknowledge and agree that the use of the Services is your sole decision and responsibility, based entirely upon your own judgment. We accept no responsibility or liability for any decision made by you in relation to the use of the Services, including without limitation any loss of opportunity or other losses arising therefrom.

3.2 Transaction processing

3.2.1 Order Submission

All orders must be submitted in accordance with these Terms. We reserve the absolute right to decline any order for any reason, including but not limited to breach of these Terms. Upon decline, you shall be notified with reasons for such decline.

3.2.2 Third-Party Execution

We may execute orders through any third party deemed suitable in your best interest.

3.2.3 Funding Requirements

We shall not execute any transaction unless your account contains sufficient fiat currency or VFAs to cover the transaction(s) and all associated costs.

3.2.4 Price Confirmation and Settlement

You agree to pay or receive the price confirmed at the time of execution, irrespective of subsequent price movements. Any instruction to buy or sell VFAs constitutes an irrevocable commitment, subject to our discretion to initiate amendment, reversal, or cancellation you’re your instruction.

3.3 Settlement and Transfer Procedures

3.3.1 Business Days

“Business day” means any calendar day excluding Saturdays, Sundays, and legal holidays in Malta.

3.3.2 Settlement Timeframes

(a) Upon receipt of bank transfer, we shall transfer the corresponding amount of VFA to your designated wallet address within one business day;

(b) Upon receipt of VFA at our designated wallet address, we shall initiate transfer of the corresponding fiat amount to your bank account (or credit your Account) within one business day.

3.4 Custody Services

3.4.1 Custodial Capacity

As part of the Services, we provide custody services and acts as VFA Custodian on your behalf.

3.4.2 Custody Agreement

Custody services shall be governed by a separate Custody Agreement, which must be executed separately between you and us. The Custody Agreement incorporates the Company’s Custody Policy, which sets forth the terms, conditions, and responsibilities applicable to custodial services.

3.4.3 No Interest on Deposits

You acknowledge and agree that no interest shall be paid on any fiat currency or VFA funds held by us on your behalf.

4. ADVANCED PROTOCOLS AND FORKS

4.1 Advanced Protocols include, but are not limited to:

Side chains,
Metacoins,
Colored coins,
Tokens or coins resulting from derivative, enhanced, or forked blockchain protocols.

4.2 Unless expressly announced on our Website or through official communications, we do not support Advanced Protocols. You agree not to use your Account to attempt to receive, request, send, store, or engage in transactions involving Advanced Protocols and any attempt to engage in such transactions may result in the permanent loss of your assets.

4.3 Our systems are not configured to detect or secure Advanced Protocol transactions. We accept no responsibility for losses, errors, or inaccessibility of assets resulting from interactions with Advanced Protocols.

4.4 We do not own or control the software protocols that govern VFAs. These protocols are generally open source and subject to modification by their developers or community.

4.5 Protocol changes, including “forks,” may alter the operation, value, availability, or name of VFAs and such changes are outside of our control and may result in:

The creation of new tokens or chains.
Disruption to the functionality or security of existing tokens.

4.6 It is your responsibility to remain informed about upcoming protocol changes and evaluate whether to continue using our Services for the affected VFAs. Publicly available information and any updates provided by us to you should be carefully reviewed.

4.7 In the event of a protocol change, we reserve the right to:

Suspend operations for the affected VFA/s
Discontinue support for the resulting fork or tokens.
Take other steps necessary to ensure the security and functionality of its systems.

4.8 We will use reasonable efforts to notify you of its response to material protocol changes within 15 business days. However, certain changes may occur without notice due to the decentralized nature of blockchain technology.

4.9 Our decisions regarding forks and Advanced Protocols are made at our sole discretion. VFAs or assets resulting from unsupported forks will not be credited to your Account.

4.10 If we discontinue support for a VFA or protocol, you may withdraw the unsupported VFAs to an external wallet, subject to applicable withdrawal fees.

4.11 By using our Services, you acknowledge and accept the risks associated with Advanced Protocols and forks, including but not limited to:

Loss of value, functionality, or access to affected VFAs.
Inability to retrieve or use unsupported VFAs or protocols.

4.12 We shall not be liable for any losses or damages resulting from Advanced Protocols, forks, or changes in blockchain protocols.

5. PROHIBITED ACTIVITIES

5.1 You hereby agree that can only use the Services for lawful purposes. We prohibit you to engage in the following categories of activity (collectively “Prohibited Activities”). Therefore, by agreeing to these Terms you confirm that you will not use your Account for any of the following:

a) Violate or assist any party in violating any law, statute, ordinance, regulation or any rule of any self-regulatory or similar organization of which you are or are required to be a member;

b) Exploit in any way any persons under 18 years of age;

c) Refer to any information involving third parties without obtaining their prior consent;

d) Partake in a transaction which involves the proceeds of any unlawful activity;

e) Defraud or attempt to defraud us or our Customers;

f) Infringe our intellectual property or distribute any information pertaining to the Company without its authorisation;

g) Provide false, inaccurate or misleading information to us;

h) Take any action that imposes an unreasonable or disproportionately large load on our infrastructure, or detrimentally interfere with, intercept, or expropriate any system, data, or information;

i) Publish, distribute or disseminate any unlawful material or information.

j) Publish defamatory, threatening, harassing or fraudulent information about the Company and its directors, senior management team or employees which are false or misleading;

k) Knowingly transmit or upload any viruses, Trojan horses, worms, or any other malicious programs;

l) Transfer any rights granted to you by us to another party unless by operation of law or with the express permission of the Company;

m) Knowingly Compromise accounts, computer systems or networks associated with us;

n) Impersonate the Company or any of its employees or hint that you have any affiliations or sponsorships between you and the Company or its employees; and

o) Use the Company’s logo or any related or similar names, logos, product and service names, designs, or slogans other than in the limited ways which are expressly permitted in the Terms or with our prior written agreement.

6. OUR FINANCIAL CRIME PREVENTION OBLIGATIONS

6.1 The Company maintains policies and procedures designed to prevent financial crime including but not limited to money laundering, terrorism financing, sanctions evasion, proliferation financing or other acts punishable by law (Financial Crime Prevention Obligations).

6.2 Under Prevention of Money Laundering and Funding of Terrorism Regulations (PMLFTR), we are required to perform customer due diligence which along with other measures, entails verification of customer’s source of funds and wealth. Consequently, we will need to make certain enquiries and to obtain information from you for this purpose. At any point during our entire relationship with us we may ask you to provide us with information and documents relating to your source of funds and/or source of wealth. While providing this information you declare and affirm to us that such assets introduced to us by you will be from legitimate sources which are not linked to and/or derived from criminal origin.

6.3 To comply with our Financial Crime Prevention Obligations, we may, in exceptional circumstances:

a) delay or decline to execute any order;

b) be unable to provide some or all of the Services to you;

c) restrict access to, suspend, or close your account, or terminate our relationship with you in its entirety; and/or

d) take any other measures we deem necessary to fulfil our Financial Crime Prevention Obligations.

To the fullest extent permitted by applicable law, the Company shall not be liable to you or any third party for any loss, damage, or expense—howsoever arising—incurred in whole or in part as a result of any action taken in connection with the discharge of our Financial Crime Prevention Obligations.

7. CONFIDENTIALITY

You agree not to copy, transmit, distribute, sell, license, reverse engineer, modify, publish, or participate in the transfer or sale of, create derivative works from, or in any other way exploit any of our proprietary or confidential data or other similar information, without our prior express written consent.

You agree that:

All rights, title and interest in the Service(s) and associated software, website and technology, including all intellectual property rights therein, are and will remain with us;
No right or interest in the Service(s) is conveyed other than the limited licenses granted herein;
The Service(s) are protected by the copyright and other intellectual property laws; and
All rights not expressly granted in these Terms are reserved.

8. TAXATION

8.1 Unless otherwise informed, you are solely responsible for determining whether your use of the Services will give rise to any tax implications on your part.

8.2 You are also solely responsible for withholding, collecting, reporting, paying, settling and/or remitting any and all taxes to the appropriate tax authorities in such jurisdiction(s) in which you may be liable to pay tax. The Company shall not be responsible for withholding, collecting, reporting, paying, settling and/or remitting any taxes (including, but not limited to, any income, capital gains, sales, value added or similar tax) which may arise from your activities, including in relation to VFAs, under or in connection with these Terms.

9. CONFLICTS OF INTEREST

9.1 We are committed to acting in your best interests as our Customer. However, we acknowledge that conflicts of interest may arise in certain circumstances where we or one of our other Customers may have some form of interest in business being transacted for you.

9.2 If we identify such conflicts this happens or we become aware that our interests or those of one of our other Customers appear to conflict with your interests, we will take appropriate steps to manage the conflict of interests fairly wherever possible. So long as we use reasonable commercial endeavours to manage potential conflicts, we will have no liability to you for any conflicts of interest that may arise as a result of our Services or offerings, including but not limited to processing transactions for and on behalf of other Customers and/or in relation to sales or purchase of the reserves we use to facilitate the operation of our business.

9.3 If we identify such conflicts, we will take all reasonable steps to manage them fairly and transparently to minimize potential adverse effects on you.

10. COMPLAINTS

10.1 If you wish to make a complaint in relation to our Services, please let us know via email immediately at info@bcxpro.io. To ensure efficient handling, include ‘Complaint’ in the subject line and provide clear details about the issue.

10.2 In order to allow us to investigate your complaint promptly and effectively, please provide us with a clear description of the issue or dissatisfaction as well as relevant supporting documentation, if any.

10.3 Upon receipt of your complaint, we will acknowledge it in writing.

10.4 We will gather and review all relevant evidence and information concerning your complaint to ensure a fair and transparent investigation.

10.5 We aim to provide a final written decision within 15 business days of receiving your complaint. If we are not able to provide you with a final response within 15 business days, we will inform you of the reasons for the delay, provide the update and include an estimated date for resolution. In any case, the final response will be issued within 30 business days from the date of acknowledgement. The final decision will include a clear explanation of the Company’s position and any remedial action to be taken (if applicable), as well as information on how you may escalate unresolved complaints to the Office of the Arbiter for Financial Services under the Arbiter for Financial Services Act (Chapter 555 of the laws of Malta), if you remain dissatisfied.

11. TERMINATION OF THESE TERMS OF SERVICE

11.1 These Terms are concluded for an indefinite period of time and shall enter into force from the date that your application for the account is accepted by us upon notification via email.

11.2 You agree and acknowledge that we have the right to terminate any account at any time at our sole discretion. You further agree and understand that we have the right to take any and all necessary and appropriate actions pursuant to these Terms and/or applicable laws and regulations, including but not limited to applicable escheatment laws and procedures.

11.3 If Your account is terminated, we will return your assets, less the value of any trading fee discounts, rebates, costs, expenses and/or damages that we are entitled to pursuant to these Terms. If your account is not subject to an investigation, court order, or subpoena, you authorize us to return your fiat balance (less any trading fee discounts, rebates, costs, expenses and/or damages to which we are entitled) to any bank account linked to your account, unless otherwise required by applicable law. If there are any crypto assets remaining in your account, you agree to provide us with a crypto asset address held in your name upon receiving written notice, so that we can return the remaining crypto assets to you.

11.4 If you do not use any of the Services for a consecutive period of 12 months and given you do not have VFAs in your account, the Company reserves the right to terminate the business relationship without notice.

12. FORCE MAJEURE

12.1 Force Majeure is defined as any cause or condition beyond reasonable control, including but not limited to any delay or failure due to any acts of God, civil or military authorities, terrorists, civil disturbance, war, strike or other industrial dispute, fire, change of law or change in sanctions policy, interruption in telecommunications or Internet Services or network provider Services, failure of equipment and/or software, other catastrophe or any other occurrence which is beyond our reasonable control. Neither Party will have liability towards the other Party for any Services under these Terms for a period coinciding with this event. If the latter situation persists for more than three (3) months, both Parties have the right to terminate these Terms.

13. LIABILITY AND INDEMNITY

13.1 In no event we shall be liable to you or anyone else for any loss or injury resulting from any indirect or consequential losses, including, but not limited to, circumstances in which it is proven that negligence or contingencies was beyond our control in procuring, compiling, interpreting, computing, exporting, or delivering our Services. In no event shall we be liable to you or anyone else for any decision made or action taken by you in reliance on, or in connection with your use of our Services.

13.2 We shall not be liable for losses arising from the inherent volatility, illiquidity, or market risks associated with VFAs; technical failures, system outages, or interruptions caused by third-party service providers, cybersecurity breaches, or other external factors beyond the Company’s control; delays or failures in executing transactions due to market disruptions or regulatory changes affecting VFAs.

13.3 Each Party’s maximum annual aggregate liability (whether the liability arises in contract, tort (including negligence and breach of statutory duty howsoever arising), misrepresentation, restitution under an indemnity or otherwise, arising in connection with the performance of the Terms shall not exceed EUR100,000 in a calendar year.

13.4 Each Party agrees to indemnify the other Party and hold the latter Party harmless from any claim or demand (including attorneys’ fees and any fines, fees or penalties imposed by any regulatory authority) arising out of a violation of any law, rule or regulation. Indemnification of fines, penalties and costs are only to the extent that such fines, penalties and costs arose directly due to any material breach of, or non- compliance by the Party with Applicable laws, regulations or rules related to the provision of Services.

13.5 Furthermore, we shall defend, save, hold harmless and indemnify you against (a) all claims, suits, actions, losses, damages, liabilities, costs and expenses of any nature whatsoever arising out or relating to the disclosure or use of confidential information pursuant to clause 30 and (b) all claims, suits, actions, losses, damages, liabilities, costs and expenses of any nature whatsoever arising out or relating to a breach of a third party.

13.6 In addition, you agree to indemnify the Company for (a) losses resulting from false, misleading, or incomplete information provided to the Company during onboarding or while using the Services; (b) any misuse of the Services, including transactions that violate applicable laws or regulations.

13.7 Neither Party excludes nor limits its liability (if any) to the other:

a) for personal injury or death caused by its negligence or by a person for whom it is vicariously liable;

b) fraud or fraudulent misrepresentation;

c) for a deliberate or repudiatory breach by that Party;

d) for any breach of the confidentiality or intellectual property provisions in these Terms; or

e) for any matter for which it would be illegal to exclude or limit or to attempt to exclude or limit its liability.

14. Other provisions

14.1 Your Security Obligations

14.1.1 Access Security and Credential Protection

You shall be solely responsible for maintaining secure internet access and protecting your Account credentials. You undertake to:

(a) maintain the confidentiality of all your Account credentials and not disclose such credentials to any third party;

(b) implement and maintain appropriate security measures to prevent unauthorized third-party access to your Account; and

14.1.2 Breach Notification and Liability

Upon becoming aware of any unauthorized disclosure of your Account credentials or security breach, you shall:

(a) immediately cease all use of your Account; and

(b) provide immediate written notification to the Company of such breach.

Until such notification is received by the Company, you shall remain fully liable for all instructions purportedly placed using your Account credentials, and the Company shall be entitled to treat all such instructions as authentic and binding upon you.

14.2 Due Diligence

14.2.1 You acknowledge and agree that we may at any time during the term of these Terms also conduct due diligence on your end, in order to meet compliance and regulatory requirements binding us, with the aim mainly to confirm that you hold the required authorizations and permits in the relevant jurisdiction. You shall allow our authorized persons, included but not limited to our compliance and internal audit departments, an unlimited access to your data, and you shall allow our and/or our external auditor/s full and unrestricted rights of inspection and auditing of such data.

14.3 Third Party Websites and Links

14.3.1.Where our Website contains links to other websites and resources provided by third parties, these links are provided for your information only.
14.3.2 We have no control over the contents of those websites or resources.

14.4 Advertising & Publication

14.4.1 You understand and agree that neither these Terms nor our business relationship shall be publicized by you.

14.4.2 We warrant not to share the details of our business relationship with you with any third-party unless required by law.

14.5 Research

14.5.1 Any opinions, news, research, analysis, prices, or other information contained on our website is provided as general market commentary and does not constitute investment advice. The Company will not accept liability for any loss or damage, including without limitation to, any loss of profit, which may arise directly or indirectly from use of or reliance on such information.

14.6 Copyright

14.6.1 The Company is the owner or authorised licensee of all copyright and intellectual property rights associated with its Website including all content, materials and features as well as its Services. You are granted a limited, non-exclusive right to use these materials only for the purpose of accessing and utilizing our Services in accordance with these Terms. Any other use of the Website or its content, including copying, reproducing, imitating, distributing, or modifying any materials is strictly prohibited without the Company’s prior written consent.

14.6.2 You are expressly prohibited from using the Company’s trademarks, trade names, or logos for any purpose without obtaining prior written authorization from the Company.

14.7 Audit

14.7.1 In connection with these Terms either Party shall provide access to documentation to the other Party including but not limited to documentation relating to expenditure, invoicing, payments or any other relevant financial documents, other resources (including staff) and the full details of nature and delivery of the services (together the “Records”) in order for the auditing Party to review the audited Party’s compliance with this Agreement.

14.7.2 Access to the Records shall be requested by the auditing with ten (10) days in advance notice in writing and no more than two, twice a year.

14.7.3 The right to review the Records is extended to any internal or external auditors or examiners of the auditing Party or it’s Group subject to the auditing Party requiring the auditor (if external) to enter into a reasonable confidentiality agreement with the auditing party.

15. INVALIDITY OF THE TERMS

15.1 If any provision of these Terms is deemed invalid or unenforceable by a competent court, the provision shall be changed or interpreted to the extent necessary to accomplish its intended purpose to the greatest extent permitted by law The invalidity or unenforceability of any provision shall not affect the validity or unenforceability of the remaining provisions of these Terms.

16. APPLICABLE LAW

16.1 These Terms, their subject matter and their formation, and any non-contractual obligations arising out of or in connection with them shall be governed and construed in accordance with the laws of Malta.