Box Advance key terms

1. About this summary

This page summarises the main terms of the Master Crypto-Backed Advance Agreement that Boxwind CR signs with each client. It is not the agreement.

The signed agreement and each signed Advance Confirmation govern, and prevail over this summary. If they differ, the signed documents apply. If an Advance Confirmation conflicts with the agreement clauses, the Advance Confirmation applies first. (agreement clause 1.3)

This page is not advice and not an offer. It leaves out detail. Read the whole agreement, and take your own advice, before you sign.

2. Parties and structure

The parties are Boxwind CR, S.R.L., a company incorporated in Costa Rica, as lender, custodian and secured party, and the client. (agreement preamble) See who you contract with.

One master agreement governs every advance. Each advance is set out in its own Advance Confirmation, signed by both parties. Together they form a single agreement. (clause 2.1)

3. Who can borrow, and what the product is

Who can borrow. Box Advance is available to businesses, high-net-worth individuals and professional investors, subject to due diligence. It is not available to retail consumers, and Boxwind CR may ask for evidence of status.

Not a bank. Boxwind CR is not a bank or other supervised financial entity. An advance is not a deposit and is not insured. The agreement is not an offer of securities. (clause 2.3)

No advice. Boxwind CR does not give investment, legal, tax or accounting advice. (clause 2.4)

No obligation to lend. Boxwind CR does not have to make any advance. Every application is subject to due diligence, and Boxwind CR may decline any application or request. Each advance is at its discretion and happens only when an Advance Confirmation is signed. Nothing on this site is an offer. (clauses 2.6, 4.1)

4. Before an advance is made

Boxwind CR does not have to pay an advance until these conditions are met. (clause 3.1)

• It has finished the due diligence it requires on the client, and where they apply its beneficial owners, directors, authorised persons and the collateral. Where the client is an individual, the checks are on the person. This includes source-of-funds and source-of-wealth checks and blockchain analysis of the collateral.
• Where the client is a business, it has delivered certified constitutional documents, a board resolution, evidence of its beneficial owners and specimen signatures. Where the client is an individual, the checks are on the person (see AML and KYC).
• The client has signed the Risk Disclosure Statement. Read it in full on the risk disclosure page.
• The collateral has arrived in the vault with the confirmations, or the finality, that its network requires.
• Boxwind CR has taken the steps it considers necessary to protect its security.
• No event of default or ineligibility event is continuing.
• The client's statements in clause 14 are true.
• Both parties have signed an Advance Confirmation.

See also onboarding and AML and KYC.

5. The advance

• How to ask. The client submits a proposed Advance Confirmation through an authorised person. Boxwind CR may accept, change or decline it. (clause 4.1)
• The limit. All outstanding advances together may not exceed 60% of the collateral value at the time each advance is made. For assets other than bitcoin, the advance rate is set for each asset and stated in your Advance Confirmation. (clause 4.2; Schedule 2)
• Minimum, maximum and term. Boxwind CR may set a minimum and a maximum by notice. The minimum, the maximum and the term are agreed for each advance and stated in your Advance Confirmation. (clause 4.3)
• Payment. The advance is paid in USDT or USDC, as the Advance Confirmation states, less the upfront half of the fee, to a whitelisted account in the client's name. It is never paid to a third party. (clause 4.4)
• If the price falls before payment. If the price of the collateral falls between signing and payment so that the 60% limit would be broken, Boxwind CR may reduce the advance or wait for more collateral. (clause 4.5)

6. The fee

• One fixed amount. The client pays one fee for each advance, in USDT or USDC (the advance currency). It is stated in the Advance Confirmation before the advance is made. (clauses 5.1, 5.2)
• It does not move. The fee is one amount. It does not accrue, compound or change with time, and it does not rise because of late payment or default. Early repayment does not reduce it. (clauses 5.2, 7.2)
• Two halves. Half is deducted from the advance when it is paid. The other half is due at maturity, or earlier if the amount owed falls due early. The upfront half is earned when the advance is made and is not refundable in any circumstances. (clause 5.3)
• Other costs. Besides the fee, these costs are charged at actual cost, with no mark-up: blockchain network fees on transfers to and from the vault; trading, venue and counterparty fees if the collateral is sold; and registration and notarial fees if a filing protects the security. They cannot be known in advance. (clauses 5.4, 13.5)
• Enforcement costs. The client reimburses the actual and reasonable third-party costs of protecting and enforcing Boxwind CR's rights, including reasonable legal fees. (clause 20.2)
• VAT. If value added tax is payable on any amount, the client pays it in addition. (clause 20.3)
• Tax. The client is responsible for all taxes arising for it in connection with the agreement, including tax on a sale of the collateral. If tax must be withheld from a payment, the client pays more so that Boxwind CR receives the full amount. (clauses 13.2, 20.4)

The fee is a fixed fee of 9.25% of the advance. You know the fee before you sign. Pass-through costs are charged at actual cost and cannot be known in advance. See fees for an illustrative example.

7. Repayment

A business day is a day on which banks are open in San José, Costa Rica, and New York. (clause 1.1)

• At maturity. The client repays the full amount owed on the maturity date, in the advance currency, in cleared funds, to the wallet Boxwind CR designates. (clause 6.1)
• Release of collateral. Boxwind CR releases the collateral within one business day of receiving everything owed on all the client's advances in cleared funds, less network fees. It sends the collateral to the client's whitelisted account. It may delay a release if the law requires it. (clauses 6.2, 16.3)
• If you do not repay. Boxwind CR may apply the collateral without further notice. No amount is added because payment was late. (clause 6.3)
• Stablecoin value. Each unit owed is repaid at a value of USD 1.00. If your stablecoin is priced below USD 0.99 when you pay, you pay enough units to equal the dollar amount due. You may instead pay in the other stablecoin, one for one, if it is not priced below USD 0.99. (clause 6.4)

8. Early repayment, part repayment and extension

• Early repayment. The client may repay all or part of an advance at any time before maturity, on one business day's notice, with no penalty. (clause 7.1)
• Repaid in full early. The maturity half of the fee is still payable in full and the upfront half is not refunded. Boxwind CR may choose to waive part of the maturity half, but it need not, and no habit creates a right to that. (clause 7.2)
• Part repayment. It lowers the advance and the loan-to-value, not the fee. It is applied first to the advance and then to the fee, unless Boxwind CR agrees otherwise. (clause 7.3)
• Extension. Only by a new Advance Confirmation with a new fee, signed by both parties before maturity. Boxwind CR does not have to agree. Nothing renews automatically. (clause 7.4)

See repay and release.

9. Security and custody

• Security. The client gives Boxwind CR a first-ranking movable security interest over the pledged collateral. The client keeps ownership, subject to that security. Boxwind CR has exclusive possession and control of the collateral while it is in the vault. (clauses 8.1, 8.3, 8.5)
• Registration. The client authorises Boxwind CR to file any notice in the Sistema de Garantías Mobiliarias, and to make any other registration or filing in any jurisdiction, that Boxwind CR considers necessary or desirable to protect its security. Registration and notarial fees are charged to the client (see section 6). (clause 8.2)
• No other security. The client may not create or allow any other security interest, lien or charge over the collateral, and may not sell, assign or otherwise deal with it. (clause 8.6) Trying to grant security to anyone else is an event of default. (clause 17.1(j))
• Power of attorney. The client irrevocably appoints Boxwind CR as its attorney (apoderado), with power of substitution, to sign any document and do any act that the client is obliged to do under the agreement, or that Boxwind CR considers necessary to perfect, protect or enforce its security. The power is irrevocable while any secured obligation is outstanding. (clause 8.8)
• A vault for you. The collateral is held in a vault set up solely for the client on the Fireblocks platform. (clause 9.1)
• Kept apart. It is never mixed with Boxwind CR's own assets or any other client's. (clause 9.2)
• Never used. Boxwind CR has agreed not to lend, re-pledge, rehypothecate, stake or delegate it, put it in any protocol or use it for anyone's account. (clause 9.3)
• No yield for you. Because of that, the client earns no staking reward, yield or other income on the pledged collateral. (clause 9.4)
• Records. Boxwind CR keeps records of the collateral held for you and gives you a statement on request. (clause 9.5)
• Your part. You must send each asset to the right address on that asset's own network (for example XRP with its destination tag, ETH on Ethereum mainnet only, BNB on BNB Smart Chain only). Boxwind CR is not liable for assets sent to a wrong address or network. (clause 9.6)
• Two approvers. Boxwind CR's transaction policy requires at least two authorised approvers for any transfer out of the client's vault. That is a policy, not a guarantee. (clause 9.7)
• Replacement custody. Boxwind CR may move the collateral to a replacement segregated custody arrangement of equivalent or better security, on at least 10 business days' notice, or at once if security requires. The no-mixing and no-use promises continue. (clause 9.9)

Holding your collateral carries risk if Boxwind CR becomes insolvent. See the risk disclosure and custody and security.

10. Loan-to-value and the levels

Boxwind CR monitors the loan-to-value (LTV) continuously, including outside business days. (clause 10.1) LTV is everything owed, including any unpaid fee, divided by the collateral value. Each unit of stablecoin owed counts as USD 1.00. (clause 1.1; Schedule 2)

• A top-up or repayment counts only once the collateral has the required confirmations or finality in the vault, or the repayment is received in cleared funds. (clause 10.6)
• If several levels are reached at once, Boxwind CR may act on the highest. (clause 10.10)
• Prices can move quickly. You may get little or no notice before a sale. Boxwind CR monitors the LTV continuously, but watching it is also your responsibility, and a notice may not reach you in time. A late or missed notice does not stop Boxwind CR using its rights at the partial sale and full close levels. (clauses 10.1, 10.12)
• The reference price is the median of the US dollar prices from at least two reputable sources that Boxwind CR selects. With two sources, a median is simply their average. If fewer than two sources are available, Boxwind CR may use another reputable source it selects. Stablecoins are not assumed to be worth USD 1.00. Boxwind CR's calculation is conclusive unless there is a manifest error. (Schedule 2, paragraph 3; clauses 10.2, 13.6)

The levels for each advance are stated in its Advance Confirmation. Changes to Schedule 2 are covered in section 14. See if the price falls and the simulator.

11. Sale of the collateral

• How. Boxwind CR may sell through any exchange, venue, liquidity provider or counterparty it chooses, in one or more steps. It decides how much to sell, acting in a commercially reasonable manner. In a fast fall, more may be sold. (clauses 10.7, 11.1)
• No court or auction. As far as the law allows, it may sell directly at market price, without court proceedings, auction or prior notice. A sale at the prevailing market price is treated as commercially reasonable. (clauses 11.2, 11.3)
• Where the money goes. In this order: costs of sale; unpaid fee; the advance; other secured obligations; any balance to you. (clause 11.4)
• Surplus. Any surplus goes to your whitelisted account within two business days. (clause 11.5)
• Shortfall. If the proceeds do not cover what you owe, you pay the shortfall on demand. It remains a debt. (clause 11.6)
• Statement. Within one business day after a sale, Boxwind CR gives you a statement of the quantity sold, the prices, the costs and how the proceeds were applied. (clause 11.7)

12. Eligible assets

The eligible assets are bitcoin (BTC), ether (ETH), solana (SOL), XRP and BNB, each as the native asset on its own network, with more to come. No other asset may be substituted. You may add more collateral at any time, subject to Boxwind CR's checks. (clauses 12.1, 12.2; Schedule 2)

The advance rate and the levels for assets other than bitcoin are set for each asset and stated in your Advance Confirmation.

An asset can become ineligible, for example if it stops trading on enough venues, its network halts or forks, a custody provider stops supporting it, or an authority restricts it. Boxwind CR may then require extra collateral or a part repayment within five business days, or sooner if the asset is falling fast or hard to move. Until the problem is fixed, it may value the asset at zero. If you do not comply, it may sell the affected collateral. (clauses 12.3, 12.4)

13. Default

An event of default includes: not paying when due (with one business day's grace for an administrative or technical error); not restoring the LTV within the Cure Period; the LTV reaching the full close level; not complying with an ineligibility notice; a materially incorrect statement; another breach not fixed within five business days of notice; insolvency; sanctions on the client or, for a company, its owners; not providing requested information within 30 days; granting security over the collateral to anyone else; a change of control without consent; default under another agreement with Boxwind CR or its affiliates; and it becoming unlawful for Boxwind CR to continue. (clause 17.1)

After a default, Boxwind CR may declare everything owed due at once, stop further advances, sell the collateral, set off amounts owed and use its other rights as a secured creditor. (clause 18.1)

No extra charge for default. No additional fee, charge or amount becomes payable only because of a default, other than the actual and reasonable third-party costs of protecting and enforcing Boxwind CR's rights, including reasonable legal fees. (clauses 18.2, 20.2)

14. Liability, data, notices and ending the agreement

• Liability. Boxwind CR is not liable for price changes, stablecoin repayment value, a sale made under the agreement, network or provider failures outside its control, or action taken to follow the law, except to the extent caused by its gross negligence, fraud or wilful misconduct. Its total liability is capped at the market value of the collateral the claim relates to, and nothing limits liability that cannot be limited by law. (clause 21)
• Checks, freezes and reports. Without notice to the client and without liability, Boxwind CR may verify identities, screen the client, related persons and any wallet or account against sanctions and other lists, analyse the origin and history of any virtual asset, keep records and report any transaction to the relevant authority, including suspicious transactions, and send originator and beneficiary information with transfers. It may refuse to accept an asset, refuse or delay an advance, release or transfer, freeze the collateral or end the agreement if it reasonably considers that the law or its internal policies require it. It does not have to tell the client about a report, and must not where the law forbids it. (clauses 16.2 to 16.4) See AML and KYC.
• Time of the essence. Time is of the essence for the client's obligations on repayment, loan-to-value and ineligible collateral. (clause 28.8)
• Personal data. Boxwind CR handles personal data about directors, owners and authorised persons under applicable law and its privacy notice. (clause 22.2)
• Notices. Warnings, Top-Up Notices and sale statements may be sent by email, SMS, messaging app or client portal to any authorised person, and count as received when sent. You must be reachable at all times, including outside business days. (clauses 15.1(d), 23.1) See how we contact you.
• Ending the agreement. Either party may end the master agreement on 30 days' notice. Advances already outstanding continue until paid in full. (clause 26.2)
• Transfer of rights. Boxwind CR may transfer its rights, or grant security over them, including to an affiliate or a funding vehicle, and the custody promises continue if it does. The client may not transfer its rights. (clause 24)
• Changes to the levels. Boxwind CR may change Schedule 2 on at least 30 days' notice. A change does not affect an advance whose Advance Confirmation is already signed, except a change relating to ineligible assets under clause 12. (clause 25.1)

15. Governing law and disputes

The agreement is governed by the laws of England and Wales. Disputes are finally resolved by LCIA arbitration, seated in London, before one arbitrator, in English. (clauses 29.1, 29.2)

Boxwind CR may still go to a court for interim measures, or to enforce its security or an award. (clause 29.3) See complaints.

16. Version history

When a document changes, we will list the change here with its date, the version number and a short summary of what changed.

A signed agreement, and each Advance Confirmation, stays as signed, apart from the changes to Schedule 2 described in section 14. Otherwise the agreement can be amended only in writing signed by both parties.

If you have a question about a version, write to notices@boxwind.io.