1.1. These Spot Margin Trading Terms and Conditions ("Margin Terms") govern the Spot Margin Trading service offered by Coinmerce. The Margin Terms apply in addition to and should be read in conjunction with the General Terms and Conditions of Coinmerce. In the event of a conflict between the Margin Terms and the General Terms and Conditions or other product terms of Coinmerce, the Margin Terms shall prevail in respect of any Margin Transaction entered into by the Client. Capitalised terms not defined in the Margin Terms shall have the meaning given to them in the General Terms and Conditions.
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1.2. The Spot Margin Trading service consists of multiple components. The exchange transactions executed in connection with the opening, closing, and Liquidation of Margin Positions constitute part of the regulated exchange service provided by Coinmerce under Regulation (EU) 2023/1114 (MiCAR). The borrowing of Crypto-Assets by the Client from Coinmerce, including the associated collateral, pledging, and fee arrangements, is not a crypto-asset service regulated under MiCAR. Certain safeguards and protections applicable to regulated crypto-asset services may therefore not apply to all aspects of the Spot Margin Trading service. Clients should carefully review the Risk Disclosure before opting in.
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1.3. Coinmerce provides the Spot Margin Trading service in its capacity as counterparty to the Client. This means that when a Client opens or closes a Margin Position (including by way of Liquidation), the underlying exchange transactions are executed bilaterally between Coinmerce and the Client, and not on a multilateral trading platform. The pricing of such transactions is governed by Article 10 below and by the Pricing Methodology published on the Website.
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2.1. Coinmerce enables Clients to utilise Spot Margin Trading via the User Interface. The Client is permitted to take short positions on selected Crypto-Assets by borrowing Crypto-Assets from Coinmerce ("Borrowed Assets"). In a short position, the Client borrows Crypto-Assets from Coinmerce and sells them, with the intention of repurchasing them at a later time at a lower price in order to close the Margin Position.
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When a Client initiates this feature, an automated transaction sequence is executed in which the Client borrows selected Crypto-Assets from Coinmerce (“Borrowed Assets”). The Borrowed Assets are immediately sold to Coinmerce through a spot exchange transaction. In order to close the Margin Position, the Client repurchases the same type and quantity of Crypto-Assets through the exchange service, after which the Borrowed Assets will be automatically returned to Coinmerce.
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All Margin Transactions involve the delivery and subsequent return of the underlying Crypto-Asset. Spot Margin Trading does not create synthetic or contractual exposure to the price of a Crypto-Asset.
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2.2. Coinmerce determines, at its sole discretion and subject to applicable laws and regulations, which Crypto-Assets are available for Spot Margin Trading. The value of the Borrowed Assets may not exceed the value of the collateral posted by the Client.
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2.3. Clients who wish to use Spot Margin Trading must explicitly opt in. Opting in constitutes the Client's acknowledgement that it has read and understood these Margin Terms, the Risk Disclaimer, and the Pricing Methodology.

3.1. Discretion. Coinmerce has sole discretion to make the Spot Margin Trading service available to a Client. Based on risk assessments, market conditions, or to comply with applicable laws and regulations, Coinmerce may deny access, limit access, or change the conditions for access at any time and without prior notice. Coinmerce may limit the Spot Margin Trading service to certain Crypto-Assets.
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3.2. Appropriateness. Before a Client is granted access to the Spot Margin Trading service, the Client is required to successfully complete an appropriateness assessment, as applied by Coinmerce. Coinmerce may refuse to provide the service if the assessment indicates the service is not appropriate for the Client.
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3.3. Ongoing eligibility. Coinmerce may reassess a Client's eligibility for the Spot Margin Trading service at any time. If Coinmerce determines that the Client no longer meets the applicable requirements, Coinmerce may restrict or terminate the Client's access to the service in accordance with Article 12 below and/or the General Terms and Conditions.
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4.1. Coinmerce acts as the lending party for the Borrowed Assets. The lending of Borrowed Assets to the Client constitutes a loan for consumption (verbruikleen). Title to the Borrowed Assets transfers to the Client upon delivery, and the Client is obliged to return an equal quantity of the same asset type upon closing the Margin Position.
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4.2 To facilitate the liquidity required for Spot Margin Trading, Coinmerce may obtain Crypto-Assets from Coinmerce Earn. Coinmerce Earn makes Crypto-Assets available to Coinmerce in accordance with its applicable terms and conditions. Coinmerce may use such Crypto-Assets in connection with providing the Spot Margin Trading service, including by making them available to clients for the purpose of entering into Margin Positions. Coinmerce acts as the counterparty to the client in all Spot Margin Trading transactions, and no direct relationship exists between clients participating in Coinmerce Earn and clients using the Spot Margin Trading service.
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4.3. The Client may only use the Borrowed Assets for the purpose of opening the Margin Position through the exchange service available in the User Interface. The Client may not withdraw Borrowed Assets to an external wallet, or transfer them to any third party.
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4.4. Coinmerce reserves the right to refuse to open a Margin Position if it is unable to source or hedge the relevant Borrowed Assets, or if doing so would be inconsistent with its risk management policies.
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4.5. The Client may not adjust the size of an open Margin Position or add additional collateral to an existing Margin Position after opening. The Client may only close the Margin Position in full and, if desired, open a new Margin Position.
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5.1. Initial Margin. To secure the return of the Borrowed Assets and all associated costs, the Client must deposit collateral ("Initial Margin") in the form of euros (EUR) or Crypto-Assets, as determined by Coinmerce, into the Client's Margin Account. By opting in for the Spot Margin Trading service, the Client authorises Coinmerce to transfer the required Funds from the Client's regular account to the Margin Account.
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5.2. Additional Margin. The Client acknowledges and agrees that the assets acquired or proceeds received when the Borrowed Assets are deployed (i.e., the sale proceeds for short positions) will be transferred to the Margin Account and shall form part of the collateral as Additional Margin. Together, the Initial Margin and the Additional Margin constitute the "Margin Collateral."
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5.3. Isolation. Each Margin Position and the Margin Collateral required for that Margin Position will be registered and monitored in a separate Margin Account.
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5.4. Lock-up. Margin Collateral remains locked in the Margin Account until all Borrowed Assets have been returned and all costs associated with the Margin Position have been fully paid. The Client may not withdraw, transfer, assign, sell, encumber, pledge, or otherwise dispose of or limit its rights in the Margin Collateral, except as expressly set out in these Margin Terms.
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6.1. Simultaneously with Coinmerce making the Spot Margin Trading service available in respect of a Client, and as continuing security for the due and punctual performance of the Secured Obligations of that Client, such Client hereby irrevocably grants in favour of Coinmerce a first-ranking disclosed right of pledge (openbaar pandrecht) over any and all of its present and future rights and claims against the Foundation relating to any Crypto-Assets and/or Funds held by the Foundation on behalf of the Client in connection with the Client's Margin Account(s) (the "Pledged Receivables").
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6.2. This right of pledge is granted, as the case may be, in advance (bij voorbaat) with respect to future rights and claims, and by means of a third-party right of pledge (derdenpandrecht) to the extent applicable.
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6.3. Coinmerce, on behalf of the Client, shall notify the Foundation of the right of pledge immediately upon Coinmerce making the Spot Margin Trading service available in relation to that Client.
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6.4. For the purposes of this Article, "Secured Obligations" means any and all payment obligations and liabilities of the Client under or in connection with the Spot Margin Trading service, including but not limited to: (a) the obligation to return the Borrowed Assets and/or pay an amount equal to the market value of the Borrowed Assets; (b) the Borrowing Fees, Exchange Fees, and Liquidation Fees; (c) any other costs, charges, or liabilities arising in connection with the Margin Position; and (d) any payment obligations as they may change from time to time as a result of modifications, amendments, or changes in the market value of the Borrowed Assets, in each case, whether present or future, actual or contingent, and whether for principal, interest, fees, costs, or otherwise.
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6.5. In cases where (a) the Position Risk Ratio reaches a level that triggers Liquidation, or (b) Liquidation is initiated due to any of the reasons described in Article 8.1, the obligation to return the Borrowed Assets or to pay an amount equal to their market value becomes immediately due and payable (onmiddellijk opeisbaar). The Client shall immediately return the Borrowed Assets or pay such amount without further notice or demand.

7.1. The Client is solely responsible for monitoring the Position Risk Ratio of each Margin Position at all times to prevent Liquidation. The "Position Risk Ratio" is a metric that indicates the safety of a Margin Position by comparing the value of the Margin Collateral to the Client's exposure.
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7.2. Coinmerce determines the calculation method for and the required minimum level of the Position Risk Ratio for each Margin Position and shall publish these on the Website. The Position Risk Ratio is calculated per Margin Position and denominated in EUR.
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7.3. Coinmerce may, taking into account prevailing market conditions, set a different required Position Risk Ratio per Crypto-Asset at any time with at least 7 (seven) days prior notice.
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7.4. Coinmerce strives to, but is not obliged to, send the Client a notification if the Position Risk Ratio of a Margin Position approaches or falls below a warning threshold as determined by Coinmerce. The Client may not rely on the receipt of such notifications and remains solely responsible for monitoring the Position Risk Ratio at all times.
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8.1. In any of the following circumstances, the Client's obligation to return the Borrowed Assets becomes immediately due, and Coinmerce reserves the right, at its sole discretion and without prior notice, to initiate the Liquidation of the Margin Position: (a) the Position Risk Ratio falls below the required minimum threshold; (b) a force majeure event, insolvency, security breach, or material market disruption occurs; (c) such action is necessary for Coinmerce to comply with applicable legislation, regulations, or instructions from competent authorities; (d) Coinmerce determines, acting reasonably, that Liquidation is required to protect the integrity of the exchange or to mitigate material risks of loss to Coinmerce or other Clients; (e) the Client breaches the terms of the Spot Margin Trading Terms and Conditions, the General Terms and Conditions, or any other applicable terms; (f) the Spot Margin Trading Terms and Conditions or the General Terms and Conditions are terminated, or the Client's account is terminated or suspended pursuant to the terms thereof; (g) the Client is no longer permitted access to the Spot Margin Trading service in accordance with Article 3; (h) the Client becomes subject to insolvency, bankruptcy, or similar proceedings, or a receiver, administrator, or similar officer is appointed in respect of the Client or any of its assets; (i) Coinmerce is unable to hedge or source the relevant Crypto-Asset in a manner consistent with its compliance and risk management policies; or (j) a material adverse change occurs in the Client's risk profile, as determined by Coinmerce in its reasonable discretion.
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8.2. For the avoidance of doubt, the Position Risk Ratio threshold at which Liquidation is mandatorily triggered represents the level at which losses on the Margin Position would consume substantially all of the Initial Margin. The precise threshold may vary depending on the Crypto-Asset, and shall be published on the Website. Coinmerce may adjust such thresholds from time to time.

9.1. Execution method. Liquidation shall be effected without prior notice, demand, or judicial intervention (to the extent permitted by applicable law), by enforcing the right of pledge and realising the Margin Collateral. Liquidation is carried out by way of a bilateral exchange transaction between Coinmerce and the Client, whereby the Margin Collateral is applied to acquire and return the Borrowed Assets, in accordance with the Liquidation Pricing set out in Article 10.
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9.2. Isolation. Liquidation shall, unless otherwise determined by Coinmerce, take place on an isolated basis. This means that the Liquidation of one Margin Position does not affect other Margin Accounts of the Client.
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9.3. Account lock. Once the Liquidation process is initiated, the relevant Margin Account shall be locked. Following completion of the Liquidation, any remaining Margin Collateral shall be transferred to the Client's regular account without undue delay.
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9.4. No residual obligation. The Client's maximum loss in connection with a Margin Position is limited to the Margin Collateral. If, after Liquidation, the proceeds of the Margin Collateral are insufficient to satisfy all Secured Obligations in full, the Client shall not be liable for any shortfall. This does not affect the Client's obligation to pay any fees or costs that were due prior to or at the time of Liquidation and that have not yet been deducted from the Margin Collateral.
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9.5. No liability. The Client acknowledges that Coinmerce shall not be liable for any loss, shortfall, or opportunity cost arising from or related to the Liquidation process, except in the case of wilful intent (opzet) or gross negligence (grove nalatigheid) on the part of Coinmerce.
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10.1. Voluntary opening and closing. When a Client voluntarily opens or closes a Margin Position, the exchange transaction shall be priced in accordance with the standard Pricing Methodology applicable to the exchange service, as published on the Website. Coinmerce currently does not charge a separate Exchange fee for opening Margin Positions.
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10.2. Liquidation pricing. Exchange transactions executed in connection with Liquidation are priced in accordance with the Liquidation Pricing section of the Pricing Methodology, as published on the Website. In particular: (a) The reference price for a Liquidation transaction shall be determined on the basis of a volume-weighted mid-price derived from a defined set of external reference venues, as specified in the Pricing Methodology. The reference price shall be determined at the moment of execution. (b) The standard quote validity period applicable to voluntary exchange transactions does not apply to Liquidation transactions. Liquidation transactions are executed at the prevailing reference price at the moment of execution. A risk premium may be applied to the reference price to reflect the costs, risks, and operational requirements associated with forced execution under adverse market conditions. The applicable Liquidation Fee shall be published on the Website.
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10.3. Commercially reasonable efforts. Coinmerce shall use commercially reasonable efforts to execute Liquidation transactions at fair market value in accordance with the published Pricing Methodology.
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11.1. Borrowing Fee. A periodic borrowing fee shall be due for maintaining each open Margin Position. The Borrowing Fee accrues in fixed 4 (four)-hour intervals, starting at 00:00 (midnight) CE(S)T each day, resulting in 6 (six) intervals per 24-hour period. Upon opening a Margin Position, the Borrowing Fee for the ongoing 4-hour interval becomes immediately due in full, regardless of the actual duration the position is held within that interval. Current Borrowing Fee rates per Crypto-Asset shall be published on the Fee Schedule on the Website.
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11.2. Exchange fees. Standard exchange fees as published on the Fee Schedule shall apply to the voluntary closing of Margin Positions. Coinmerce currently does not charge a separate exchange fee for the opening of a Margin Position.
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11.3. Liquidation Fee. If a Margin Position is closed by way of Liquidation, a Liquidation Fee shall be charged in addition to any other applicable fees. The Liquidation Fee shall be a fixed percentage of the value of the Margin Position, as published on the Fee Schedule on the Website.
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11.4. Fee changes. Coinmerce has sole discretion in determining the amount of all fees, including per Crypto-Asset. Coinmerce may adjust the Borrowing Fee for new Margin Positions at any time, and such adjusted fee shall apply from the moment of the change. Adjustments to the Borrowing Fee of existing Margin Positions is permitted, but shall require at least 48 hours prior notification by Coinmerce. Changes to other fees shall take effect as published.
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11.6. Deduction. Coinmerce may deduct any fees, costs, and charges owed in connection with the Spot Margin Trading service from the Margin Collateral.
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12.1. Coinmerce may terminate or suspend the Spot Margin Trading service for all Clients or for individual Clients at any time at its sole discretion.
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12.2. In the event of a termination of the Spot Margin Trading service: (a) Coinmerce shall, where reasonably practicable, provide the Client with notice of the termination and a period of not less than 48 hours to close open Margin Positions voluntarily; (b) if the Client fails to close its Margin Positions within the period specified by Coinmerce, or if Coinmerce reasonably determines that providing such notice period is not practicable (including in the case of regulatory requirements, emergency situations, or material risk to Coinmerce), Coinmerce may proceed to Liquidate any remaining open Margin Positions in accordance with Articles 9 and 10; (c) the Client shall remain liable for all Borrowing Fees, Liquidation Fees, exchange fees, and any other costs accrued up to and including the date of closing or Liquidation.
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13.1. The Client acknowledges that Spot Margin Trading involves significant risks. The Client remains fully responsible for managing its Margin Positions, conducting adequate risk management, and actively monitoring the Position Risk Ratio.
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13.2. Specific risks associated with Spot Margin Trading include, but are not limited to:
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(a) Loss risk. The Client's maximum loss on a Margin Position is limited to the value of the Initial Margin. The Liquidation mechanism is designed to close the position before losses exceed this amount.
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(b) Liquidation risk. Due to market volatility, the price at which a Margin Position is liquidated may differ materially from the last observed price. Coinmerce does not guarantee that Liquidation will occur at or near the theoretical Liquidation threshold when liquidating a Margin Position.
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(d) Borrowing Fee risk. Borrowing Fees may change at any time, including during the term of an open Margin Position after notification. An increase in Borrowing Fees reduces the profitability of the Margin Position and may accelerate the decline of the Position Risk Ratio.
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(e) Availability risk. Coinmerce may restrict or terminate the Spot Margin Trading service at any time. The Client may be required to close its Margin Positions at short notice and under unfavourable market conditions.
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13.3. Further risks are described in the Risk Disclosure published on the Website. The Client confirms that it has read and understood the Risk Disclosure prior to opting in.
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In these Margin Terms, the following terms shall have the following meanings (to the extent not already defined in the General Terms and Conditions):
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"Additional Margin" means the assets acquired or proceeds received when the Borrowed Assets are deployed (sale proceeds for short positions; purchased Crypto-Assets for long positions), which are transferred to the Margin Account and form part of the Margin Collateral.
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"Borrowed Assets" means the Crypto-Assets or Funds lent by Coinmerce to the Client for the purpose of opening a Margin Position under the Spot Margin Trading service.
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"Borrowing Fee" means the periodic fee payable by the Client for maintaining an open Margin Position, as described in Article 11.2.
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"Position Risk Ratio " means the metric, determined and calculated by Coinmerce, indicating the safety of a Margin Position by comparing the value of the Margin Collateral to the Client's exposure, as described in Article 7.
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"Initial Margin" means the collateral deposited by the Client into the Margin Account to secure the Margin Position, as described in Article 5.1.
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"Liquidation" means the forced closing of a Margin Position by Coinmerce through enforcement of the right of pledge and realisation of the Margin Collateral, in accordance with Articles 8, 9, and 10.
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"Liquidation Fee" means the fee payable by the Client in the event of Liquidation, as described in Article 11.3.
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"Margin Account" means the segregated account in which the Margin Collateral for a specific Margin Position is held and monitored.
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"Margin Collateral" means the Initial Margin and Additional Margin together, as described in Article 5.
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"Margin Position" means a position in a Crypto-Asset opened by the Client under the Spot Margin Trading service.

"Margin Transaction" means any exchange transaction executed between Coinmerce and the Client in connection with the opening, closing, or Liquidation of a Margin Position.
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"Pledged Receivables" has the meaning given in Article 6.1.
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"Pricing Methodology" means the pricing methodology applicable to the exchange service, including the Liquidation Pricing section, as published on the Website.
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"Secured Obligations" has the meaning given in Article 6.4.