Terms of Service

1. Premises

   1. CheckSig S.r.l. Società Benefit (hereinafter also ”CheckSig”) is a company specializing in the development, production, and commercialization of innovative high-tech products and services for crypto-assets and in the custody of crypto-assets serving savers, qualified, professional, or institutional investors.
   2. CheckSig holds all authorizations, permits, and/or licenses necessary and required by current regulations for carrying out the activities covered by this contract (”Contract”). In particular, CheckSig is registered in the special section of the register of virtual currency operators maintained by the Organismo Agenti e Mediatori with no. PSV4.
   3. CheckSig has obtained SOC1 Type II and SOC2 Type II attestations.
   4. CheckSig, in providing its Services (as defined below), enjoys insurance coverage.
   5. CheckSig, in providing its Services (as defined below), uses suppliers and third parties (legal entities or individuals).

2. Definitions

   1. ”Attachments”: legal documents available on the Site, including but not limited to: the Risk Disclosure and the Privacy Policy;
   2. ”Private Area”: the “CheckSig” application, available on the web and downloadable from the App stores for Android and iOS, which allows the User and/or the Client to use the Services via their devices. The Private Area is accessible only by the account holder using their credentials;
   3. ”Asset” or ”Assets”: the Crypto-assets subject to the Services offered by CheckSig;
   4. ”Client”: the User who has completed the entire Registration process, including filling out the Profiling Questionnaire; in the case of joint ownership of the Contract by one or more Clients, they must identify a ”Reference Client“;
   5. ”Fees”: the compensation due to CheckSig and the costs borne by the Client for using the Services covered by this Contract, indicated in general terms on the Site and specified according to commercial agreements for each individual Client within their Private Area;
   6. ”Credentials”: the combination of username and password that the User uses to access their Private Area;
   7. ”Crypto-assets”: the digital representation of value, not issued by a central bank or public authority, not necessarily linked to a currency with legal tender, not having the legal status of currency or money, but still used as a means of exchange for purchasing goods and services and transferred, stored, and traded electronically, based on a distributed ledger technology, understood as an information archive in which operations are recorded and shared by a series of network nodes and synchronized among them, using a consensus mechanism;
   8. ”Executor”: the subject delegated to operate on behalf of the Client or who is granted powers of representation of the Client to establish and/or manage the relationship;
   9. ”Fork”: a new Crypto-asset created by a separation (fork) from the original Crypto-asset following a modification of the original source code. The new Crypto-asset shares the entire transaction history with the original until the date of the fork;
   10. ”Quantitatively significant Fork”: a Fork whose economic value is at least equal to 1% (one percent) of the Client’s Assets in custody at CheckSig, six (6) months after the date of the Fork;
   11. ”Order”: the Client’s operational instruction related to the Services offered by CheckSig, such as purchase, sale, conversion, staking, etc.;
   12. ”Definitive Withdrawal of Assets”: the withdrawal of all Assets, in compliance with the terms indicated in the Contract;
   13. ”Profiling Questionnaire”: the questionnaire that the Client must complete with all data and information for compliance with legal provisions, regulations, and internal policies against terrorism financing and money laundering;
   14. ”Registration”: the registration process that the User must complete to access the Services and their Private Area;
   15. ”Services”: the set of functionalities provided by CheckSig and accessible through the Private Area. These Services include i) the Asset custody Service, which also allows for withdrawal and deposit; ii) the buying and selling Service, i.e., the receipt and transmission of purchase, sale, and/or conversion Orders of Assets against legal tender currencies or other Assets; iii) the Staking Service, i.e., the activity of validating transactions and finalizing blocks, which for some crypto-assets, in exchange for immobilized Assets as collateral, is remunerated iv) any other Service related and accessible through the Private Area;
   16. ”Site”: the CheckSig website checksig.com including subdomains [*.]checksig.com and the web pages explicitly mentioned in this Contract;
   17. ”User”: the one who uses the Private Area. Not all Users are necessarily Clients;
   18. ”Fortuitous Event”: an unforeseeable and exceptional event that suddenly prevents the normal activity of CheckSig, despite the precautions and appropriate conduct adopted by it (e.g., delays in validating transactions on the underlying technological networks on which the Assets move, etc.);
   19. ”Force Majeure”: an external event characterized by absolute and invincible force, such that it is impossible to resist (e.g., the cessation of functioning of the underlying technological networks on which the Assets move, natural disasters, cyber warfare, judicial authority measures, strikes, etc.);

3. Object of the Contract

   1. With this Contract, CheckSig provides Clients and Users access to its Services.
   2. This Contract and the Attachments present on the Site and/or in the Private Area regulate the contractual relationship between CheckSig, the provider of the Services, and each User/Client.
   3. The User/Client is required to view and accept these Terms and Conditions, the information notices, and the Attachments concurrently with the entry of the data required during Registration.
   4. To access all Services, the User must correctly complete the Registration. Specifically, to access the custody, buying and selling, and staking Services, the User is required to complete the Registration as a Client. It is understood that if the User does not complete the Registration process, they will not be able to access all the Services available in the Private Area. CheckSig reserves the right to refuse the Registration of a User if irregularities, illegalities, or unlawful activities are detected. CheckSig will explicitly notify the User/Client of the completion of the Registration and the activation of the Service.
   5. The Services are exclusively reserved for companies and individuals aged 18 years or older. It is understood that the Services are intended for exclusive personal and non-professional use on an individual basis.
   6. The Services covered by the Contract do not constitute a payment service or a public offering of financial products, nor any other service or activity whose provision is reserved under current Italian legislation to entities authorized by the financial market supervisory authorities or other authorities competent to issue such authorizations or supervise such activities and services. CheckSig does not promote or offer investment services.

4. Custody Service and Custody with Staking

   1. The custody Service is provided exclusively to the Client who has completed the entire Registration process, including the Profiling Questionnaire, and passed the identity verification phase, verifying the truthfulness and correctness of the information and documents entered therein.
   2. The Client deposits with CheckSig one or more Assets among those indicated on the Site and/or in the Private Area as “supported” (such as, but not limited to, Bitcoin, Ether, USDC).
   3. CheckSig commits to safeguarding the Assets and returning them of the same type and quality to the Client at the expiration of the Contract or upon their explicit request.
   4. CheckSig reserves the right to request, at any time and at its sole discretion, further information related to the Assets that the Client intends to deposit or has already deposited, as well as clarifications on the Client’s activity, to complete the Registration or comply with regulatory requirements. In case of refusal by the Client to provide such information, CheckSig may not activate the Private Area or suspend its operation.
   5. The ownership of the Assets in custody belongs to the Client and remains with the Client even after their deposit with CheckSig and/or third parties. CheckSig does not use or utilize the Client’s deposited Assets and maintains evidence of the Assets separately for each Client.
   6. CheckSig commits to returning the Assets upon the Client’s request. The Client agrees to the definitive withdrawal of the Assets in case of termination of the Contract as provided in the subsequent article “Definitive Withdrawal of Assets.”
   7. The Client can put a custodial Asset into Staking if it is among those indicated in the Private Area as “supported” (such as, but not limited to, Ether or Solana). Staking is the act of providing financial guarantees to be authorized to validate transactions and finalize blocks on the staked Asset’s network. The Client authorizes CheckSig to perform the transaction validation and block finalization activities and to collect on behalf of the Client the remuneration related to this activity. The staked Assets are considered always in the custody of CheckSig, as detailed above, and can be removed from staking to return to custody without Staking.

5. Buying and Selling Service

   1. The buying and selling Service is provided exclusively to the Client who has completed the entire Registration process, including the Profiling Questionnaire, and passed the identity verification phase, verifying the truthfulness and correctness of the information and documents entered therein.
   2. As part of the buying and selling Service, the Client can give CheckSig a mandate without representation for purchasing Assets to be held in custody or selling already deposited Assets or converting between already deposited Assets and other Assets; to this end, the Client authorizes CheckSig to execute the required transactions and conclude them with qualified counterparties chosen at CheckSig’s sole discretion.
   3. The proceeds of the sale transactions requested by the Client will be credited to the Client’s Private Area and will be automatically available for withdrawal by bank transfer to the account previously indicated by the Client and/or for the purchase of further Assets, according to the Client’s instructions.
   4. To use the buying and selling Service, the Client must have funds credited to their Private Area, transferred from the bank account in their name.
   5. As part of the conversion service, the Client may submit conversion Orders to CheckSig, indicating the amount, the Assets involved in the conversion, and the required information to complete the transaction.
   6. CheckSig, in case of acceptance of the Order, will execute it according to the timing and terms specified in the Private Area and/or other Attachments.
   7. The amounts of fees, commissions, and costs related to each transaction are indicated in the Private Area and/or on the Site.

6. Crypto Tax Report Service

   1. The Crypto Tax Report Service is provided to Clients and Users.
   2. The Crypto Tax Report Service involves creating a dossier containing documentation related to all transactions such as transfers and withdrawals, sales, and purchases made by the User/Client, including those with other virtual currency operators.
   3. CheckSig can refuse the request to prepare the Crypto Tax Report at any time, without this resulting in liability or breach of contract, provided a reason is given.
   4. The Client/User agrees to provide CheckSig with all complete and truthful data required for the preparation of the Crypto Tax Report and to promptly communicate any changes to their personal situation for the correct compilation of the dossier.
   5. It is understood that the service subject to this article does not constitute tax advice, and the Client/User is solely responsible for their tax obligations.

7. Other Services

   1. Activating the Private Area, even without completing the Registration, allows the User to access some Services. The list of such Services, which may change over time, is indicated in a specific section of the Private Area.
   2. The access methods to other Services, their conditions, and usage are detailed in a specific document and presented to the User. Before accessing these Services, the User must carefully read and understand the document and the provided information notices and accept the stated conditions before proceeding with the Service.

8. Client Obligations and Declarations

   1. The Client/User declares and guarantees: i) they are fully capable of acting; ii) they have carefully read and understood these Terms and Conditions, the Risk Disclosure, and other information and communications in the Attachments, on the Site, or in the Private Area before completing the Registration or otherwise using the Services.
   2. The Client/User agrees to transmit any instructions or communications related to this Contract only according to the methods specified in the Contract or to the official references indicated by CheckSig. It is the Client/User’s responsibility to ensure that such instructions and communications are promptly received at the specified references.
   3. The Client/User is responsible for maintaining the confidentiality of the Credentials for accessing the Private Area, information about the Assets delivered to CheckSig, communication channels with CheckSig, and any other information that could affect the security of the Services. The Client/User agrees to promptly notify CheckSig at support@checksig.com of any information or facts related to identity or access data theft (credentials, passwords, validation tools, two-factor authentication, etc.) on their devices (phones, PCs, tablets, etc.) or personal accounts (e-mail, etc.), so that the Private Area can be temporarily suspended. It is understood that the Client/User must not disclose their credentials to third parties or access third-party Private Areas under any circumstances.
   4. The Client/User agrees to provide CheckSig with truthful, accurate, and complete information and all necessary documents to comply with legal provisions, regulations, and internal policies against terrorism financing and money laundering. The Client/User also agrees to periodically update the information and documents provided to ensure they are always truthful, accurate, and complete. Any damages resulting from inaccurate or incomplete information provided cannot be attributed to CheckSig. Violating this provision (including failing to update information promptly) may result in the suspension of the Private Area.
   5. The Client acknowledges and accepts that CheckSig keeps records of the ownership of the Assets in custody in its records.
   6. While CheckSig has no minimum execution time for the Buying and Selling Service, it cannot be held responsible for delays in providing this Service unless it has acted with intent or gross negligence.
   7. CheckSig acts as a tax substitute only if the Client has chosen the “administered regime”; otherwise, the Client acknowledges and accepts that they are solely responsible for their tax obligations.

9. CheckSig’s Obligations and Declarations

   1. CheckSig is responsible for the custody of the Assets under the law and this Contract and agrees to hold them in the Client’s interest for the contract duration with diligence and care and in compliance with the applicable laws.
   2. CheckSig agrees, within its technical and technological capabilities, to “recover” Assets generated from a Fork for the Client only if it is a quantitatively significant Fork. At its sole discretion, CheckSig will inform the Client if it plans to extend the Custody Service to such Assets.
   3. CheckSig adopts appropriate security measures according to current standards.
   4. CheckSig agrees, except in cases of Fortuitous Event or Force Majeure, to return and/or transfer the Assets deposited with it within the term provided in favor of CheckSig (depositary) under Article 1771, paragraph 1, of the Italian Civil Code. Similarly, CheckSig agrees not to transfer the Assets subject to deposit to third parties unless requested by a public authority or for proven reasons.
   5. CheckSig agrees not to lend, pledge, or otherwise encumber the deposited Assets with guarantees or other rights without specific instructions from the Client. However, it remains possible for CheckSig to act as the custodian of the Assets pledged by the Client to guarantee the provision of a loan by a financial institution.
   6. CheckSig may delegate some custody, buying and selling, or staking activities to suppliers and third parties whenever necessary or appropriate to fulfill the duties, obligations, or responsibilities under this Contract. However, no agreement with such third parties exempts CheckSig from the obligations arising from this Contract.
   7. CheckSig may assign the Contract or the rights arising from it, providing written notice to the Client under Articles 1406 and following of the Italian Civil Code.
   8. CheckSig agrees to inform the Client/User without undue delay and, where possible, within 72 hours of becoming aware of any anomalies in the custody or staking system operation and any information that may compromise security or affect the custody and staking Services, including the loss of Asset custody. CheckSig will promptly inform the user in case of scheduled maintenance events that temporarily make the Site and/or Services unavailable or limit access and will resolve related issues and restore full functionality of the Services within a reasonable time, considering the necessary interventions.

10. Joint Ownership and Execution of the Relationship – Death or Incapacity

    1. For access to the services provided, the Client may appoint and delegate an Executor to manage the relationship by sending a communication to CheckSig.
    2. To be appointed as Executor, the Client must have completed the Profiling Questionnaire and successfully passed the identity verification phase, confirming the truthfulness and correctness of the information and documents provided.
    3. Communications and instructions regarding the Services, with the exception of any revocation of the Executor’s appointment, may only be issued by the Executor and will be binding for CheckSig even towards the Client. The Client, in particular, hereby waives any action or objection against CheckSig for instructions given by the Executor. Conversely, all communications and notifications will be made by CheckSig to both the Client and the Executor.
    4. In the event of the Executor’s death, the management of the relationship reverts to the Client, unless otherwise instructed by the Client.
    5. When access to the Services is registered to multiple Clients, unless otherwise indicated by the Clients, the ownership of the involved Assets is considered to belong to the joint owners in equal parts. In such a case, all joint Clients must have completed the entire Registration process, including filling out the Profiling Questionnaire, and successfully passed the identity verification phase, confirming the truthfulness and correctness of the information and documents provided. In this case, instructions, including the designation of other joint owners, can only be given by the identified Reference Client and will be binding for CheckSig even towards the other joint Clients. The latter, in particular, hereby waive any action or objection against CheckSig for instructions given by the Reference Client. Likewise, all communications and notifications will be made by CheckSig to the Reference Client with full effect and binding nature also towards the other joint Clients.
    6. The obligations arising from the relationship are assumed jointly and indivisibly by the joint Clients. Each joint Client will be individually and jointly responsible for all the obligations set forth.
    7. In the event of the death or incapacity of the Reference Client, the operation of the Contract will be suspended until a new Reference Client is appointed. In such a case, the heirs and joint Clients must send a communication to CheckSig, jointly signed by all entitled parties, indicating the name of the new Reference Client. CheckSig will identify and accept the role of the new Reference Client upon receipt of this communication.
    8. In the event of the death of a joint Client other than the Reference Client, the relationship continues according to the rules of hereditary succession.

11. Insurance Policy

    1. CheckSig is insured for civil liability against professional risks arising from the theft of Assets during withdrawal operations, through a specific policy with a limit of 2,000,000 euros (two million) per incident.

12. Indemnity and Limitation of Liability

    1. The User/Client acknowledges that access to the Site and/or Private Area and/or Services available in the Private Area may be temporarily unavailable, suspended, or limited in the case of scheduled maintenance events or events beyond CheckSig’s control, for which CheckSig cannot be held liable. In particular, such inaccessibility cannot be attributed to CheckSig if it is due to facts or events related to the User/Client, such as, but not limited to: viruses, corrupted files, errors, omissions, interruptions, content deletions, network issues, providers or telecommunication connections, unauthorized access, data alterations, malfunctioning of electronic equipment.
    2. CheckSig is not liable for delays in the transfer of Assets due to Force Majeure or Fortuitous Events.
    3. The User/Client is responsible for any activity resulting from any error or negligence in keeping confidential the information about Credentials or related to the deposit of Assets or requests sent to CheckSig. In particular, the Client will be held responsible for any losses or damages to the Assets resulting from any of their errors or negligence or from not following the provisions contained in the Contract, Attachments, and notices on the Site or in the Private Area, as well as the instructions provided by CheckSig.
    4. Should the Client violate the obligation of timely communication as per article 8.3., CheckSig disclaims all liability towards the Client and third parties for damages to the Assets resulting from loss, theft, embezzlement, unauthorized use, hacking, identity or data forgery or counterfeiting.
    5. The User/Client is liable, for willful misconduct or gross negligence, for any harmful consequence or damage that may result to CheckSig or third-party providers from incorrect use of the Services or non-compliance with the Contract, Attachments, and notices on the Site or in the Private Area, as well as instructions provided by CheckSig.
    6. CheckSig is liable for damages caused to the Client resulting from loss, theft, embezzlement, unauthorized use, hacking events, and loss of the Assets deposited, except in cases of Force Majeure or Fortuitous Events.
    7. Unless acting with willful misconduct or gross negligence, CheckSig is not responsible for losses or any other damage (economic or otherwise) suffered by the Client resulting from the transfer (withdrawal or deposit, purchase or sale) of the Assets, where CheckSig has acted in accordance with the Contract or the Client’s instructions.
    8. CheckSig is not liable to the User/Client for the fulfillment of obligations assumed by individuals or legal entities with whom it has contracted or executed legal acts, except in cases where the insolvency of these parties was known or should have been known to CheckSig at the time of concluding the Contract.
    9. Notwithstanding the foregoing, where and if applicable, the overall liability of CheckSig – in relation to claims based on harmful events that are the immediate and direct consequence of the use of the Services by the individual Client – will be covered: i) up to the maximum policy limit as per article 13; ii) for exceeding amounts, CheckSig’s liability, except for willful misconduct or gross negligence, will not in any case exceed 10,000 euros (ten thousand).

13. Completion, Duration, and Termination of the Contract

    1. The Contract is concluded after CheckSig has successfully fulfilled its profiling obligations and upon acceptance by the Client/user. Additionally, with regard to the Custody Service, it is concluded upon the delivery of the Assets into custody. CheckSig will inform the Client of the completion of the Contract via e-mail or the activation of the Services.
    2. The Contract is of indefinite duration. The Client/User has the right to withdraw from the Contract without any penalty or expense, without specifying the reason, and without notice, by sending a communication to CheckSig via registered mail to CheckSig S.r.l. Società Benefit, via G. B. Pirelli 11, 20124 Milan MI or certified e-mail to checksig@pec.it. The right of withdrawal of the Client/User is excluded when proceedings are pending or have been ordered by public or private authorities on the Client’s Assets or when the Client has requested CheckSig to secure their Assets as collateral (e.g., pledge).
    3. CheckSig has the right to withdraw at any time, without any penalty and without justified reason, by giving one month’s notice via written communication to be sent by registered mail or certified e-mail to the Client/User.
    4. CheckSig has the right to immediately terminate the contractual relationship by written communication to be sent by registered mail or certified e-mail to the Client/User in the following cases: i) violation of the article “Obligations and Declarations of the Client,” ii) the Client/User is involved in criminal proceedings for money laundering, terrorism financing, or other serious crimes, or iii) the Client/User does not pay the fees due within 15 (fifteen) days from the time CheckSig informs them of non-receipt of the payments, iv) the Client/User uses the Services for purposes contrary to law, the Contract, public order, or good morals, or v) the Client/User engages in behaviors negatively evaluated by the Company and/or that may pose a reputational risk for the same.
    5. CheckSig reserves the right to terminate the contractual relationship if the provision of the Services becomes subject, due to the issuance of primary and/or secondary regulations, to the granting of a specific authorization or clearance in favor of CheckSig and the consequent registration in a specific register or list by the same, but CheckSig has not obtained the relevant authorization or clearance for the provision of such Services and is not registered in the specific register or list within the time limits provided by the said regulation.
    6. Notwithstanding the right to terminate the contractual relationship, if the Client/User has not paid the fees due, has not provided CheckSig with the information and data requested to comply with applicable legal obligations, or if there is reason to suspect that the Client/User is using the Services fraudulently, CheckSig may decide to suspend the provision of the Services until the Client/User complies or until the Client/User’s fraudulent behavior is ascertained and communicated to the user.
    7. In case of termination of the Contract, the procedure referred to in the article “Definitive Withdrawal of Assets” will be activated. The definitive withdrawal of Assets is excluded where measures of public authorities are ordered on the Client’s Assets.
    8. The Client/User acknowledges that from the completion of the Contract to the effective date of withdrawal or to the date of termination for any other reason of the Contract’s effects, the agreed Fees will apply.

14. Definitive Withdrawal of Assets

    1. The Client can request the definitive withdrawal of all Assets in custody at CheckSig.
    2. The definitive withdrawal of the Assets implies the termination of the Contract and the deactivation of the Private Area.
    3. CheckSig will execute the definitive withdrawal within a reasonable period following the Client’s request, according to the operational rules and procedures specified in the Private Area and/or on the Site.
    4. The definitive withdrawal may involve the transfer of Assets to another custody provider or a digital wallet indicated by the Client.
    5. In case of definitive withdrawal, any Fees, commissions, and costs related to the Services will be deducted from the Assets to be withdrawn, according to the amounts indicated in the Private Area and/or on the Site.

15. Responsibilities

    1. CheckSig undertakes to provide the Services with the highest level of professionalism and competence.
    2. The User/Client is required to use the Services in compliance with the law, these Terms and Conditions, and the Attachments.
    3. The User/Client is responsible for maintaining the confidentiality and security of their Credentials and for all activities carried out through their account.
    4. CheckSig is not responsible for any loss or damage resulting from the User/Client’s failure to comply with the obligations indicated above.
    5. CheckSig is not responsible for delays, malfunctions, or interruptions of the Services due to Force Majeure or Fortuitous Events.
    6. CheckSig is not responsible for losses or damages resulting from the actions or omissions of third parties involved in providing the Services.
    7. CheckSig is not responsible for losses or damages resulting from the misuse of the Services by the User/Client.

16. Fees and Payments

    1. The Fees for the Services provided by CheckSig are indicated in the Private Area and/or on the Site.
    2. The Client agrees to pay the Fees, commissions, and costs related to the Services as indicated in the Private Area and/or on the Site.
    3. The Fees, commissions, and costs may be deducted from the Assets in custody at CheckSig or from the proceeds of sale transactions, according to the amounts and terms indicated in the Private Area and/or on the Site.

17. Termination of the Contract

    1. The Contract can be terminated by either party with a notice period indicated in the Private Area and/or on the Site.
    2. The termination of the Contract implies the deactivation of the Private Area and the definitive withdrawal of the Assets.
    3. CheckSig reserves the right to terminate the Contract immediately in case of irregularities, illegalities, or unlawful activities detected, or in case of failure to provide requested information by the Client.

18. Modifications to the Contract

    1. CheckSig reserves the right to modify these Terms and Conditions, the information notices, and the Attachments at any time.
    2. The modifications will be communicated to the User/Client through the Private Area and/or the Site.
    3. The continued use of the Services after the communication of the modifications implies acceptance of the same by the User/Client.

19. Privacy

    1. CheckSig processes the personal data of the User/Client in compliance with the Privacy Policy.
    2. The User/Client agrees to the processing of their personal data for the purposes related to the provision of the Services.

20. Applicable Law and Jurisdiction

    1. This Contract is governed by Italian law.
    2. Any dispute arising from or related to this Contract will be subject to the exclusive jurisdiction of the courts of Milan, Italy.

21. Attachments

    1. The Attachments, including but not limited to the Risk Disclosure and the Privacy Policy, form an integral part of this Contract.
    2. The User/Client declares to have read and accepted the Attachments concurrently with the acceptance of these Terms and Conditions.