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Terms & Conditions

1. INTRODUCTION

Welcome to the joint Terms & Conditions ("Terms") of Y&Y Group sp. z o.o. (Poland) and YYGROUP EXCHANGE LTD. (Canada) (together referred to as "we," "us," or "our"). These Terms govern your access to and use of our website at yygroupexchange.com (the "Website") and the virtual currency exchange services we provide (the "Services").

By accessing the Website, requesting a quote, or using the Services, you ("you," "your," the "Client") confirm that you have read, understood, and agree to be bound by these Terms. If you do not agree, you must not use the Website or the Services.

Although our businesses share a single Website, Y&Y Group sp. z o.o. (Poland) and YYGROUP EXCHANGE LTD. (Canada) are separate legal entities that operate independently. No customer or transaction data is exchanged between the two entities, and each is solely responsible for the Services it provides within its own jurisdiction. The entity you contract with depends on your location, as described in Section 3.

2. DEFINITIONS

  • "Virtual Currency" or "Crypto-Asset" means a digital representation of value that can be transferred, stored, or traded electronically, including stablecoins such as USDC.

  • "Fiat" means government-issued currency that is not backed by a commodity, such as EUR, GBP, or CAD.

  • "P2P" means peer-to-peer trading conducted through third-party virtual currency platforms.

  • "OTC" means over-the-counter trading conducted directly between you and us on a bilateral basis.

  • "Order" means a request submitted by you for us to execute an exchange between Fiat and Virtual Currency, or between Virtual Currencies.

  • "Wallet" means a software or hardware tool used to store, send, or receive Virtual Currency.

  • "Non-custodial" means that we do not hold, control, or take custody of your Virtual Currency or Fiat other than for the brief period necessary to execute a specific Order you have requested.

3. WHO YOU ARE CONTRACTING WITH

The entity providing your Services depends on your jurisdiction:

  • Y&Y Group sp. z o.o. (Poland) — registered in Poland (KRS No. 0000964242), operating as a registered Virtual Asset Service Provider (VASP, registration No. RDWW-305). This entity provides Services to clients located in the European Union, the European Economic Area, and the United Kingdom.

  • YYGROUP EXCHANGE LTD. (Canada) — registered in Canada (Registration No. 713417814BC0001) and registered as a Money Services Business with the Financial Transactions and Reports Analysis Centre of Canada (FINTRAC MSB Registration No. M24028670). This entity provides Services to clients located in Canada.

Each entity contracts with you separately and is responsible only for the Services it provides. Where these Terms refer to "we" or "us," they refer to the entity that is providing the Services to you.

4. ELIGIBILITY

To use the Services, you must:

  • be at least 18 years of age and have full legal capacity to enter into a binding agreement;

  • not be a resident of, or located in, any jurisdiction subject to comprehensive sanctions or which we have identified as a prohibited jurisdiction;

  • not be a person or entity listed on any applicable sanctions list, nor acting on behalf of any such person or entity;

  • successfully complete our onboarding and verification process; and

  • use the Services only for your own account and for lawful purposes.

We may refuse, restrict, or discontinue the Services to any person at our discretion, including where eligibility cannot be confirmed.

5. NATURE OF OUR SERVICES

We provide virtual currency exchange services on a non-custodial basis through two channels: peer-to-peer (P2P) trading facilitated via established third-party platforms, and an over-the-counter (OTC) desk for direct bilateral transactions. Our core activity is the exchange of Fiat for stablecoins (and related Virtual Currency exchange).

We do not operate our own proprietary trading or exchange platform, and we do not hold, custody, invest, or manage your Fiat or Virtual Currency on an ongoing basis. We take possession of funds or Virtual Currency only transiently and solely to the extent necessary to execute a specific Order that you have requested. Once an Order is settled, we hold no client balances on your behalf.

Our role is limited to executing exchange transactions that you instruct. We do not act as a custodian, depository, fiduciary, broker-dealer, investment manager, or financial adviser.

6. NO INVESTMENT ADVICE

Nothing on the Website or provided in the course of the Services constitutes investment, financial, legal, tax, or other professional advice, nor a recommendation or solicitation to buy, sell, or hold any Virtual Currency. You are solely responsible for evaluating the merits and risks of any transaction and should seek independent professional advice where appropriate. All decisions to transact are made at your own discretion and risk.

7. ONBOARDING AND VERIFICATION

Before we provide the Services, and on an ongoing basis, you must complete our customer due diligence (KYC) process. This may require you to provide valid identification documents, proof of address, information about the source of your funds, beneficial ownership information (for corporate clients), and any other information we reasonably request. You agree that all information you provide is true, accurate, current, and complete, and you will promptly notify us of any changes.

We may decline to onboard you, suspend, or terminate the Services if you fail to provide requested information, if verification cannot be satisfactorily completed, or if we have concerns regarding the information provided.

8. AML/CFT AND SANCTIONS COMPLIANCE

We are committed to preventing money laundering, terrorist financing, and other financial crime, and we maintain compliance programs aligned with the laws of each entity's jurisdiction — the European Union's AML directives and Polish regulations for Y&Y Group sp. z o.o. (Poland), and the Proceeds of Crime (Money Laundering) and Terrorist Financing Act and FINTRAC requirements for YYGROUP EXCHANGE LTD. (Canada). Our practices are described further in our AML/CFT Policy.

We apply customer due diligence measures including, as applicable, identification and verification, ongoing monitoring, sanctions and politically-exposed-person screening, and source-of-funds checks. We are required to apply enhanced scrutiny to higher-risk relationships and transactions, and to report suspicious activity and qualifying transactions to the relevant authorities. You acknowledge that we may delay, refuse, freeze, or reverse a transaction, and may decline to act, where necessary to comply with our legal and regulatory obligations.

9. SOURCE OF FUNDS AND WALLET OWNERSHIP

You confirm that all Fiat and Virtual Currency used in connection with the Services originate from legitimate sources and belong to you. We may request documentary evidence of the source of funds or source of wealth at any time. For transactions involving Virtual Currency, we may screen Wallet addresses against blockchain analytics and sanctions databases and may require you to demonstrate ownership and control of the Wallet you provide, including by means of additional verification.

10. ORDERS, EXECUTION, AND SETTLEMENT

When you request an exchange, we will provide a quote based on prevailing market conditions. Virtual Currency prices are volatile and a quote is valid only for the limited period we specify. An Order is binding once you confirm it and we accept it.

You are responsible for providing accurate settlement details, including the correct Wallet address and network. Virtual Currency transactions are irreversible. We are not liable for any loss resulting from incorrect, incompatible, or incomplete details that you provide, including transfers sent to the wrong address or over the wrong network. We may decline or cancel an Order where settlement details cannot be verified, where a transaction is flagged by our monitoring or screening, or where required by law.

11. FEES AND PRICING

The price of each exchange and any applicable fees or spread will be disclosed to you before you confirm an Order. By confirming an Order, you agree to the price and fees quoted. You are responsible for any third-party costs, including network or blockchain transaction fees and any fees charged by your bank or Wallet provider.

12. RISK DISCLOSURE

Virtual Currencies are high-risk. Their value can be extremely volatile and may fall as well as rise; you may lose some or all of the value you exchange. Virtual Currency transactions are irreversible, and the Virtual Currency markets are subject to evolving regulation. You should not transact unless you are prepared to accept these risks.

For clients in the United Kingdom: the financial promotion of our Services has been approved by Englebert LTD (FRN 1001386). Don't invest unless you're prepared to lose all the money you invest. This is a high-risk investment and you should not expect to be protected if something goes wrong. Please review our Risk Warning before using the Services.

13. ACCEPTABLE USE AND PROHIBITED ACTIVITIES

You agree not to use the Services:

  • for any unlawful, fraudulent, or deceptive purpose, or to facilitate any such activity by others;

  • to launder money, finance terrorism, evade sanctions, or circumvent any law or regulation;

  • on behalf of an undisclosed third party, or by providing false, misleading, or incomplete information;

  • to transact with funds or Virtual Currency derived from unlawful activity;

  • to interfere with, compromise, or disrupt the Website, the Services, or their security; or

  • in any manner that could expose us to legal, regulatory, or reputational harm.

Breach of this Section may result in immediate suspension or termination of the Services and reporting to the relevant authorities.

14. THIRD-PARTY PLATFORMS AND SERVICES

Our P2P Services rely on established third-party virtual currency platforms, and settlement may involve third-party banking, payment, and liquidity providers. We do not control these third parties and are not responsible for their acts, omissions, availability, fees, or terms. Your use of any third-party platform is subject to that platform's own terms and conditions, and any disputes relating to a third-party platform are between you and that platform.

15. CLIENT RESPONSIBILITIES

You are responsible for: maintaining the security and confidentiality of your account credentials, Wallet, and devices; ensuring the accuracy of all information and settlement details you provide; complying with all laws applicable to you, including tax obligations arising from your transactions; and promptly notifying us of any suspected unauthorized access or fraudulent activity relating to your dealings with us.

16. SUSPENSION, REFUSAL, AND TERMINATION

We may suspend, restrict, refuse, or terminate the Services, in whole or in part, with or without notice, where: you breach these Terms; we are required to do so by law or regulation; we have concerns regarding financial crime, fraud, or sanctions; verification cannot be completed; or we reasonably consider it necessary to protect you, us, or third parties. Termination does not affect rights or obligations that accrued before termination, including our legal and regulatory recordkeeping and reporting obligations.

17. INTELLECTUAL PROPERTY

The Website and its content, including text, graphics, logos, and trademarks, are owned by or licensed to us and are protected by intellectual property laws. You may not copy, reproduce, distribute, or create derivative works from any part of the Website without our prior written consent.

18. DISCLAIMERS AND LIMITATION OF LIABILITY

The Website and the Services are provided "as is" and "as available." To the fullest extent permitted by applicable law, we disclaim all warranties, whether express or implied, including warranties of merchantability, fitness for a particular purpose, and non-infringement, and we do not warrant that the Website or Services will be uninterrupted, error-free, or secure.

To the fullest extent permitted by applicable law, we shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or for any loss of profits, revenue, data, or Virtual Currency, arising out of or in connection with your use of the Website or the Services, including losses caused by Virtual Currency price movements, irreversible transactions, incorrect settlement details, or the acts or omissions of third-party platforms. Nothing in these Terms excludes or limits any liability that cannot be excluded or limited under applicable law.

19. INDEMNIFICATION

You agree to indemnify and hold harmless the relevant entity, its directors, officers, and employees, from and against any claims, losses, liabilities, damages, costs, and expenses (including reasonable legal fees) arising out of or in connection with your breach of these Terms, your misuse of the Services, or your violation of any law or the rights of any third party.

20. DATA PROTECTION

We process personal data in accordance with our Privacy Policy. Y&Y Group sp. z o.o. (Poland) processes data under the GDPR, and YYGROUP EXCHANGE LTD. (Canada) processes data under PIPEDA. No personal data is shared between the two entities; each independently processes the data it collects.

21. COMPLAINTS

If you are dissatisfied with any aspect of the Services, please contact the relevant entity using the details in Section 25. We will acknowledge and investigate your complaint and respond within a reasonable period in accordance with applicable requirements.

22. AMENDMENTS

We may update these Terms from time to time to reflect changes in our Services, applicable law, or business practices. Any changes will be posted on this page with an updated Effective Date. Your continued use of the Website or Services after changes take effect constitutes acceptance of the revised Terms. We encourage you to review these Terms periodically.

23. GOVERNING LAW AND JURISDICTION

For clients contracting with Y&Y Group sp. z o.o. (Poland), these Terms are governed by the laws of Poland, and the courts of Poland shall have jurisdiction, without prejudice to any mandatory consumer protections available to you under the law of your country of residence.

For clients contracting with YYGROUP EXCHANGE LTD. (Canada), these Terms are governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein, and the courts of British Columbia shall have jurisdiction.

24. MISCELLANEOUS

If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect. Our failure to enforce any provision is not a waiver of that provision. You may not assign or transfer your rights or obligations under these Terms without our prior written consent; we may assign these Terms to a successor entity. We are not liable for any failure or delay in performance caused by events beyond our reasonable control. These Terms, together with the policies referenced in them, constitute the entire agreement between you and the relevant entity regarding the Services. These Terms are drafted in English, which is the governing language.

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