Terms of Use - DWF Liquid Markets

Section 1: General Terms

1. Introduction

This document sets out the terms and conditions which apply to all your (“you” or “your”) dealings with us (“RFQ Platform”, “we”, “our” or “us”) in connection with the use of RFQ Platform, the Services, and your Account. You should read this document carefully and keep a copy for future reference. If you have any questions about this document, you should contact: [e-mail].

These Terms and Conditions shall supersede any prior terms and conditions or agreements between us and you covering the same subject matter (if any), unless otherwise agreed.

By applying for an Account, accessing your Account, using the RFQ Platform, or being provided with the Services, you agree and acknowledge that (i) you have read and understood this document and (ii) the terms and conditions in this document will apply and be binding on you.

This document is divided into the following Sections:

• (a) Section 1 applies to all your dealings with us;

• (b) Section 2 applies to the RFQ Platform and the Trading Services only;

• (c) Section 3 applies in respect of the Custodian Arrangements only.

A Risk Disclosure Statement is appended to this document, which contains a summary of certain risks relating to the RFQ Platform, the Services, and your Account. You should ensure that you understand all the risks associated with the RFQ Platform, the Services, and your Account. You should seek independent advice if needed.

2. Interpretation and Definitions

2.1 Definition

In these Terms and Conditions, unless the context otherwise requires, the below terms shall have the following meanings:

"Account" means an account that is established by us in your name for the purposes of the Services.

"Agreement" means the agreement between you and us that is made up of the following documents:

• (a) these Terms and Conditions;

• (b) any documents and application submitted by you in connection with your application for an Account or our Services;

• (c) any Instruction and/or Virtual Asset Transaction;

• (d) any Confirmation;

• (e) any Fee Schedule; and

• (f) any other rules, notifications, guidelines, terms or agreement designated by us to be a part of the Agreement.

"Agreed Communication Method" means:

• (a) in respect of the RFQ Platform and the Services, our Website and (where applicable) the API;

• (b) in respect of private communications, via email using the email address you provided on record for your Account, which you shall be responsible for keeping up-to-date; and

• (c) any other communication method as notified by us to you via our Website or otherwise in writing as being appropriate for entering into Virtual Asset Transactions.

"Airdrop" means the distribution (or attempted distribution) by a Virtual Asset network of any Virtual Assets to Virtual Asset addresses of a supported network.

"AML/CTF Requirements" mean any Applicable Law relating to money laundering, terrorism financing, proceeds of crime, illegal trafficking, corruption, bribery, tax evasion, fraud, proliferation of weapons of mass destruction, or Sanctions.

"API" means the application programming interface that we may make available to you in respect of the Services, subject to our discretion and applicable terms.

"Applicable Law" means any applicable common law, principles of equity, and laws made by a government, quasi-government, statutory, administrative, regulatory or judicial body, court, exchange, task force, agency, association or relevant authority, including regulations, rules, decrees, court judgments, office directives, requests, policies, codes, circulars, guidelines or other instruments (whether or not having the force of law), and consolidations, amendments, re-enactments or replacements of any of them from time to time.

"Authorised Person" means any person you authorise (either singly or jointly) and we accept to act on your behalf in connection with opening an Account, giving Instructions, entering into Virtual Asset Transactions and performing any other act in connection with the Agreement.

"Business Day" means a day other than a Saturday, Sunday or a day gazetted as a public holiday when the banks are open for the transaction of business.

"Confirmation" means a trade confirmation issued by us which evidences the terms relating to a Virtual Asset Transaction.

"Communications" has the meaning given in Clause 10.

"Custodian" means Fireblocks Ltd, a limited liability company, located at Floor 25, Yizhak Sade 8, Tel Aviv, Israel 6777508.

“Custodian Arrangements” means the arrangements we have in place for the custody of your Virtual Assets, as set out in Section 3.

"Eligible Virtual Asset" means a Virtual Asset that:

• (a) has not been associated with a wallet address that is or has been blacklisted or otherwise identified by a Governmental Authority or relevant authority as being related to a breach or potential breach of the AML/CTF Requirements;

• (b) is not otherwise associated with suspicious or illicit activities, including the dark web or ransomware cases;

• (c) has no restrictions on its transfer, withdrawal or deposit (e.g., including restrictions due to “time lock” features); or

• (d) is otherwise deemed by us to be an Eligible Virtual Asset, in each case, as determined by us, having regard to Applicable Laws, our internal policies and any other relevant considerations.

"Encumbrance" means any:

• (a) security for the payment of money or performance of obligations, including a mortgage, charge, lien, pledge, trust, power or title retention or flawed deposit arrangement;

• (b) right, interest or arrangement which has the effect of giving another person a preference, priority or advantage over creditors including any right of set-off;

• (c) right that a person (other than the owner) has to remove something from land (known as a profit à prendre), easement, public right of way, restrictive or positive covenant, lease, or licence to use or occupy; or

• (d) third party right or interest or any right arising as a consequence of the enforcement of a judgement, or any agreement to create any of them or allow them to exist.

"Event of Default" means each of the events listed in Clause 14.3.

"FATF Guidelines" means any guidelines published by the Financial Action Task Force in respect of Virtual Assets and Virtual Asset Service Providers from time to time.

"Fee Schedule" means a schedule setting out the Fees for the Services, any Virtual Asset Transaction or any other transaction or action which we may publish from time to time.

"Fees" includes fees, gas fees, commissions, costs, levies, Taxes, duties, charges and expenses, including those in connection with networks or blockchains underlying a Virtual Asset and/or engagement of third-party service providers (on a full indemnity basis) such as legal advisers, trustees, or any agent, delegate nominee or custodian appointed by us.

"Force Majeure Event" means any event that is beyond our control and prevents us from performing our obligations under the Agreement, including:

• (a) acts of God;

• (b) acts of war and terrorism;

• (c) civil disorder;

• (d) epidemics;

• (e) embargoes;

• (f) natural disasters;

• (g) labour disputes;

• (h) failure in the internet, communications networks and facilities, or other infrastructure, systems, applications or equipment relevant to the provision and/or use of the Services;

• (i) data breaches or data-processing failures; or

• (j) adoption of or any change in Applicable Law, or the promulgation of or any change in the interpretation in Applicable Law by any relevant Governmental Authority, or the public statement or action by any Governmental Authority or its official or representative thereof acting in an official capacity.

"Fork" means changes in operating rules of the underlying protocols of a Virtual Asset that may result in:

• (a) more than one version of that Virtual Asset; and/or

• (b) us holding an amount (which may be an identical amount) of Virtual Assets associated with each forked network, in each case as determined by us.

"Governmental Authority" means any government, semi-governmental, administrative, regulatory, fiscal, judicial or quasi-judicial body, department, commission, authority, tribunal, exchange, commission, agency or similar entity.

A person is "Insolvent" if it:

• (a) makes a general arrangement or composition with or for the benefit of its creditors;

• (b) institutes or has instituted against it any voluntary or involuntary proceeding seeking relief under any insolvency, bankruptcy or other law affecting creditors’ rights, or, has a winding-up or liquidation petition presented against it and such proceeding or petition:

  • (i) results in a judgement of insolvency or bankruptcy of the person or the entry of an order for relief or winding-up or liquidation; or

  • (ii) is not dismissed, discharged, stayed or restrained in each case within 15 days of the institution or petition (as the case may be);

  (c) is dissolved other than pursuant to a consolidation, amalgamation or merger;

• (d) is unable to pay its debts as they become due and/or admits in writing of its inability to pay its debts as they become due;

• (e) seeks or becomes subject to the appointment of an administrator, liquidator, receiver, trustee or other similar official for it or for all or substantially all of its assets;

• (f) causes or is subject to any event with respect to it which, under Applicable Laws, has an effect analogous to any of the events specified in paragraphs (a) to (e); or

• (g) takes any action in furtherance of or indicating its consent to any of the events specified in paragraphs (a) to (f).

"Instruction" means an instruction in relation to a Virtual Asset Transaction or other action in connection with a Virtual Asset Transaction or the Agreement, whether made through your Account or otherwise.

"Loss" includes any loss, cost, expense, damage, demand, claims or liabilities incurred by any party, including, without limitation, legal and other professional fees and expenses.

"Market Misconduct" means any activity which we deem to be prohibited trading activity, including, but not limited to, wash trading, market manipulation, churning, false trading, pump-and-dump, insider trading or other forms of abusive activity.

"Network Administrator" means a person or entity who has the ability to cause the happening of a Network Event, including any group of persons or entities acting in concert.

"Network Event" in relation to a Virtual Asset means any event (other than an Airdrop or Fork) in respect of the blockchain or the smart contract that underlies a Virtual Asset, which is outside of our control, and results in:

• (a) loss of control or ownership by us or a third party of any amount of such Virtual Asset; or

• (b) transaction records on the blockchain being altered, reversed, unprocessed or otherwise invalidated, whether by way of a fraudulent or malicious act or consensus, including any distributed denial of service attack, hacking, double spending attack, 51-percent attack, blockchain reorganisations,

in each case, as determined by us.

"Professional Investor" generally means an individual with a net worth exceeding US$1 million or annual income exceeding US$200,000.

"Proscribed Address" means any blockchain address that appears in a list of addresses with which dealings are proscribed by the United Nations or another Governmental Authority or relevant authority under Applicable Law, or is part of a group of addresses that appears in such a list.

"Proscribed Jurisdiction" means Cuba, Iran, North Korea, Syria, Crimea region, China, Singapore, Hong Kong, United States of America and any other jurisdiction which we restrict from accessing and/or using the Account, the Services or the RFQ Platform, as specified by us from time to time.

"Proscribed Person" means a person who appears to us to:

• (a) be in breach of any AML/CTF Requirements of any jurisdiction;

• (b) be included in any trade embargoes or economic sanctions, terrorist or corrupt foreign officials list (such as the United Nations Security Council Sanctions List, issued by a government agency including the list of specially designated nationals maintained by the office of foreign assets control of the U.S. Department of the Treasury (OFAC), or the denied persons or entity list of the U.S. Department of Commerce, or by the United Kingdom, European Union, Canada); or be included in a list of persons with whom dealings are proscribed by any other Governmental Authority or a regulatory authority under Applicable Law;

• (c) reside, or is established, or has operations in, in any country listed in the Proscribed Jurisdiction;(d) act on behalf, or for the benefit of, any person described in paragraph (a), (b) or (c).

“Registered Wallet Address” means the wallet address accepted by us and registered with your Account under Clause 26.2.

“RFQ (Request for Quote)” means a request made by an eligible participant to buy or sell a specific virtual asset amount with registered counterparties on the platform.

"RFQ Platform" means the platform that is operated by us in order to facilitate RFQ Transactions.

"RFQ Platform Trading Rules" means any trading rules which we may establish from time to time, as set out in an Agreed Communication Method.

"RFQ Materials" means the Trading System, public order book, trading charts, marketing information and other materials available on or via the RFQ Platform.

"RFQ Services" means the services as described in Clause 20.2.

"RFQ Transaction" means a Virtual Asset Transaction that is initiated and completed through the RFQ Platform by means of our RFQ Services.

"Risk Disclosure Statement" means the risk disclosure statement appended to these Terms and Conditions.

"Sanctions" means any economic sanctions laws, regulations, embargoes or restrictive measures imposed by the United Nations Security Council, Seychelles, Hong Kong, the People’s Republic of China, the United States of America, the United Kingdom of Great Britain and Northern Ireland, the European Union or its member states, or any other jurisdictions selected for inclusion hereunder by us from time to time.

"Service" means the:

• (a) RFQ Service; and/or

• (b) any other service that we may provide to you from time to time that is expressed to be subject to this Agreement, as the context requires.

“Seychelles” means the Republic of Seychelles.

"Taxes" means taxes, levies, imposts, charges and duties imposed by any authority (including stamp and transaction duties) together with any related interest, penalties, fines and expenses in connection with them.

"Terms and Conditions" means the terms and conditions as set out herein between you and us.

"Trading Day" means Monday to Sunday, unless otherwise notified on the Website from the time to time.

"Trading Hours" means:

• (a) in respect of the RFQ Services, from and including 12:00am (UTC) on a Trading Day to and including immediately prior to 12:00am (UTC) on the immediately following Trading Day or as otherwise notified on the Website from time to time;

• (b) in respect of any other Services, as notified on the Website or otherwise in writing.

"Trading System" means the systems, applications, algorithms, software, database, interfaces (including the API) or code that we may provide to you for accessing and using the Services.

"Virtual Asset" means a digital representation of value that can be digitally transferred, stored and traded, with or without conditions, and can be used for payment, investment or other purposes, as determined and approved by us from time to time for use in connection with the Services.

For the avoidance of doubt, any Virtual Asset that:

• (a) is transferred on any additional layer on top of a blockchain relating to another Virtual Asset (or known as a “meta” layer) or any side chain; or

• (b) is a derivative of another Virtual Asset, has enhanced features or functionality that supplements or interacts with another Virtual Asset,

is to be treated as a distinct Virtual Asset from such other Virtual Asset and its use in connection with the Services will be subject to approval by us.

"Virtual Asset Service Providers" means a person that (i) meets the definition given to such term under the FATF Guidelines; (ii) complies with the FATF Guidelines; and (iii) has a digital address that has been approved by us.

"Virtual Asset Transaction" means a transaction in respect of Virtual Assets, and includes an RFQ Transaction.

"Website" means our RFQ website and its subdomains, and any other website we may designate from time to time.

"you" or "your" means the person(s) dealing with us in connection with the Agreement, and where the context permits, includes any Authorised Person.

2.2 Interpretation

Unless the contrary intention appears, a reference in these Terms and Conditions to:

• (a) a document (including these Terms and Conditions) includes any variation or replacement of it;

• (b) a Clause, Section, annexure, or schedule is a reference to a Clause in, Section of, or annexure or schedule to, these Terms and Conditions;

• (c) the headings to the clauses are for convenience only and do not affect their interpretation and construction;

• (d) a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them; (e) the singular includes the plural and vice versa;

• (f) the word “person” includes an individual, a firm, a body corporate, a partnership, a joint venture, an unincorporated body or association, or any Governmental Authority;

• (g) a particular person includes a reference to the person’s executors, administrators, successors, substitutes (including persons taking by novation) and assigns;

• (h) an agreement, representation or warranty in favour of two or more persons is for the benefit of them jointly and each of them individually;

• (i) an agreement, representation or warranty by two or more persons binds them jointly and each of them individually;

• (j) a group of persons or things is a reference to any two or more of them jointly and to each of them individually;

• (k) United States dollars, dollars, US$ or USD is a reference to the lawful currency of the United States of America;

• (l) unless expressly otherwise specified in writing, a period of time dating from a given day or the day of an act or event, is to be calculated exclusive of that day;

• (m) a day is to be interpreted as the period of time commencing at midnight and ending 24 hours later;

• (n) the words “include”, “including”, “for example” or “such as” when introducing an example, does not limit the meaning of the words to which the example relates to that example or examples of a similar kind;

• (o) “blockchain” includes other distributed ledger technology (or similar network), as determined by us;

• (p) time is a reference to Seychelles time;

• (q) “property” or “asset” includes any present or future, real or personal, tangible or intangible property, asset or undertaking and any right, interest or benefit under or arising from it; and

• (r) anything (including any amount or Service) includes each part and/or feature of it.

2.3 Inconsistency

Subject to the application of any mandatory provisions of any Applicable Law, in the event of any conflict or inconsistency between any terms of the Agreement, the priority is as follows (to the extent of the inconsistency):

• (a) the English version and any other language version of the Agreement, the English version prevails;

• (b) these Terms and Conditions and any specific terms set out by us (including any applicable to a specific Service) that form part of the Agreement, the specific terms prevail; or

• (c) a Confirmation and any other terms of the Agreement, the Confirmation prevails for the relevant Virtual Asset Transaction.

3. Our relationship with you

3.1 No fiduciary duties or other roles

• (a) We are not your trustee, fiduciary, or representative.

• (b) We do not intend to create a partnership, employment, joint venture, or formal business between us. Our relationship and activities are transactional and do not give rise to any fiduciary duties on our part towards you.

• (c) You are solely responsible for understanding all agreements, transactions, and actions you take. We do not provide investment advice, nor do we assume any advisory duty of care or obligation towards you. In particular:

  • (i) We have no obligation to advise you or keep you informed of market conditions, price movements, or anything beyond what is necessary to deliver our services.

  • (ii) Although we may have better knowledge of the market, we have no duty to share it with you or make recommendations based on it.

  (d) There are no additional duties we must accept beyond those set out in the Agreement. The Agreement does not prevent or hinder us from carrying out the contemplated activities.

4. Services

4.1 Our Services

• (a) We provide various Services with specific features, rights, and privileges, subject to the terms and conditions outlined in these Terms and Conditions or as updated from time to time. However, we may not make some Services available to you based on your location and other factors. We reserve the right to determine which Services we offer to you at our discretion.

• (b) To use a Service, you must first create and maintain an Account with us and request our approval to use that Service. Different eligibility criteria may apply to different Services, and we may refuse to provide certain Services to you for any reason, without being obligated to give you a reason, unless required by Applicable Law. We reserve the right to refuse to provide any Service if, in our judgement:

  • (i) You do not meet the eligibility criteria for the relevant Service;

  • (ii) You have not provided sufficient proof that you meet the eligibility criteria for the relevant Service;

  • (iii) You have provided incorrect, incomplete, or misleading information, or made an incorrect or misleading representation or warranty;

  • (iv) Your Account has been suspended or frozen; or

  • (v) An Event of Default has occurred, and it is ongoing.

  (c) We may also suspend or refuse to provide any Service if, in our sole discretion, we believe that:

  • (i) It is no longer feasible to provide the Service due to a Network Event;

  • (ii) The Service violates or could be used to circumvent any Applicable Law, including any AML/CTF Requirements;

  • (iii) It could associate us with a Proscribed Person, Proscribed Jurisdiction, or Proscribed Address; or

  • (iv) It could result in a false market or misleading appearance of active trading in any Virtual Asset or with respect to the market for, or price of, any Virtual Asset, or could otherwise result in a finding of market misconduct or non-compliance with Applicable Law in any jurisdiction.

  (d) If we approve your use of a Service, the terms and conditions governing your use of that Service will be set forth in the Agreement. We reserve the right to impose restrictions or limitations on your use of the Services at our discretion, including but not limited to restrictions on transaction and volume limits, risk limits, rate limits, account limits, and order limits.

• (e) Additional terms and conditions may apply if you are a resident or citizen of certain specified jurisdictions, which we will notify you of from time to time.

4.2 Means of Access

We may permit you to access the Services by means of the Website, API, or any other means which we may specify or make available from time to time, and on such terms and conditions as we may specify.

5. Account

5.1 Account opening

• (a) To open and maintain an Account with us, you must complete the account opening documentation and application forms we provide and submit any requested documents and information. You must promptly provide any information, documentation, and authorization required by us to comply with AML/CTF Requirements and other Applicable Laws.

• (b) At the time of account opening and at any time thereafter, we may take steps to verify your identity, financial situation, investment experience, and other details. You are required to provide us with any details necessary to complete our "know your customer" checks and procedures. Until you complete these checks and procedures, we may be unable to provide you with access to some or all of our Services.

• (c) If any information, documentation, or authorization you provide to us changes, you must promptly notify us in writing and provide supporting evidence or documents of the change.

• (d) We may, at our sole discretion, open an Account for you. We reserve the right to refuse to open an Account for you at our sole discretion and without providing any reasons for our decision. We may assign your Account and grant you any privileges, features, and rights as we see fit at our discretion.

• (e) You may only hold one Account with us. We may, at our discretion, provide you with a sub-Account for each type of Service we offer.

5.2 Eligibility criteria

In addition to any other requirements that we may impose from time to time, you must meet the following eligibility criteria to open an Account:

• (a) if you are an individual, you are at least 18 years of age;

• (b) if you are a corporation or other legal person, you are duly incorporated and/or organised under the laws of your place of incorporation or organisation;

• (c) you have full legal capacity, power and all necessary authorisations to open an Account and carry on the activities contemplated by the Agreement, including Virtual Asset Transactions;

• (d) you are not located in, accessing your Account, the Services or the RFQ Platform from, or acting on behalf of someone located in Restricted Locations (including the U.S. and locations we designate).

• (e) you are a Professional Investor, with appropriate knowledge and experience in Virtual Assets (including the related features and risks) applicable to each Virtual Asset Transaction;

• (f) you understand the nature and risks of the subject matter of the Agreement and the Virtual Asset Transactions, and are capable of assuming, and do assume, all risks associated with the Agreement and any Virtual Asset Transaction;

• (g) you are acting as principal and are not acting as an agent, trustee or for the benefit of any other person;

• (h) you have obtained all necessary authorisations and consents and (if you are a corporation or other legal person) have taken all necessary corporate actions contemplated by the Agreement;

• (i) your obligations under the Agreement are valid, binding and enforceable and it will not be in breach of any Applicable Law, authorisation, document or agreement by entering into or complying with obligations or exercising rights under the Agreement or any Virtual Asset Transaction;

• (j) there is no action, suit or proceeding at law or in equity before any court, tribunal, Governmental Authority or any arbitrator that is likely to affect the legality, validity or enforceability against you or the Agreement or your ability to perform your obligations under the Agreement is pending or, to your knowledge, threatened against you;

• (k) you, any Authorised Person, any person who controls you and any person for whom you act, as applicable, are not a Proscribed Person;

• (l) you, any Authorised Person, any person who controls you and any person for whom you act, as applicable, are not subject to Sanctions;

• (m) you, any Authorised Person, any person who controls you and any person for whom you act, as applicable, are not a citizen or resident of any Proscribed Jurisdiction;

• (n) if you are a corporation or other legal person, the person that enters into the Agreement on your behalf is, and any person representing you in relation to any Virtual Asset Transaction is and will be, duly authorised to do so;

• (o) all the information given, and representations made, by you (or on your behalf) are correct, complete and not misleading;

• (p) since the date of information you have given us, there has been no change in that information or your financial circumstances that may have a material adverse effect on your ability to meet any of your obligations to us;

• (q) you have not withheld any information that might have caused us not to enter into the Agreement or any Virtual Asset Transaction (including information about the assets you own and any Encumbrance over them);

• (r) neither you, nor any assets you own, have immunity from the jurisdiction of a court or from legal process in any place; and

• (s) you have not committed or been convicted of any Tax or other criminal offence.

By applying to open an Account, you (and each Authorised Person, as applicable) agree that the terms of the Agreement will apply to you (and each Authorised Person, as applicable). If you or an Authorised Person do not agree with terms of the Agreement, you must not apply for an Account or access and use the Account or any of the Services.

5.3 Account management

• (a) We have the sole discretion as to the operation and closure of the Account. Without limiting the terms of the Agreement, we may, at any time, without liability:

  • (i) vary, suspend or close an Account;

  • (ii) specify or vary the scope and extent of the Account;

  • (iii) prescribe the types of Services and/or Virtual Assets supported in respect of the Account;

  • (iv) set or vary any condition or limit on the Account; and

  • (v) open or close a sub-Account in respect of a Service.

  (b) Any Account is established and maintained by us for the sole purpose of providing the Services. In no circumstances should any Account be interpreted as providing a banking service, a stored value facility or remittance service.

5.4 Account details and access

• (a) We may issue you with a username and password, or other appropriate log-in details or access method for your Account, including the use of two-factor authentication.

• (b) Your Account is provided on the basis that you and any Authorised Person are the only authorised user(s) of the Account.

• (c) You must not provide your Account details (including any access credentials, such as your email address, password or API key) to any third party.

• (d) You are responsible for safeguarding your log-in details or access method and keeping such information confidential so that your Account cannot be accessed or used without your permission.

• (e) You must comply with any security and other specifications that we establish in relation to your access to the Account, Website and/or any Agreed Communication Method. This includes complying with any security and other authentication measures we may implement.

• (f) You must immediately notify us of any unauthorised use of your Account or any other breach of security. In particular, you agree to notify us immediately:

  • (i) upon any breach or compromise of security affecting your Account credentials, access to your Account, your registered email address associated with your Account, or any of your registered Wallet Address;

  • (ii) if any unauthorised person other than you has access to or uses your Account;

  • (iii) if you become aware of any unauthorised use of your Account; and

  • (iv) upon any other breach of security regarding your Account.

• (g) We have the right to restrict or suspend the use of your Account:

  • (i) upon your request;

  • (ii) if we believe you have forgotten or lost your Account information;

  • (iii) if we believe there has been or may be unauthorised access to or use of your Account; or

  • (iv) if we believe you have provided false information; until such time as we can verify your identity or any other relevant information.

• (h) Upon a breach of security, you will immediately take all reasonable steps (including by providing any relevant information to us) to mitigate the effects and remediate the breach. Any assistance provided by us in relation to a security breach does not in any way operate as acceptance or acknowledgement that we are in any way responsible or liable to you or any other party in connection with such breach. We will not be liable for any loss or damage arising from your failure to protect your Account and/or any unauthorised access to and use of your Account (including access to and use of any of the Services), including, without limitation, in circumstances where you have provided notice to us under the Agreement.

5.5 Authorised Persons

• (a) Where you appoint an Authorised Person to perform any act under the Agreement, and we accept such appointment, each Authorised Person must, and will be deemed to have agreed, to the Agreement in order to use the Account, the RFQ Platform or the Services. In connection with the appointment, you must give us account operating authority details for all Authorised Persons.

• (b) You are responsible for ensuring that each Authorised Person complies with the Agreement (including compliance with AML/CTF Requirements) and for anything an Authorised Person does in connection with the Agreement.

• (c) You must ensure that each Authorised Person is given a copy of the terms that apply to any Service or Account they use, including any privacy policy issued by us from time to time.

• (d) We will act on, and in accordance with, the account operating authority until you vary (b) by removing or adding Authorised Persons) or cancel it.

• (e) If you want to vary the account operating authority by changing either the Authorised Persons or the method of operation, or cancel the authority, you must give instructions in writing to us. On receipt of the instructions, we will vary or cancel the authority. The variation or cancellation will only become effective after we accept your instructions and we will notify you once the variation or cancellation is effective and its effective date. If there is more than one Account holder:

  • (i) all of you must authorise adding an additional person as an Authorised Person; and

  • (ii) any of you may cancel an additional person’s authority to be an Authorised Person

• (f) We rely on any instructions given or purported to be given by an Authorised Person in accordance with the authority. You acknowledge and agree that any instructions received or made by an Authorised Person will be conclusive and we may act on such instructions and shall not be liable for any loss or damage.

5.6 Account Usage

• (a) When accessing and operating the Account, you must:

  • (i) ensure that your systems are maintained in good order and are suitable for use with the Account;

  • (ii) maintain adequate security measures (including any two-factor authentication) over your systems so as not to allow anyone other than you or your Authorised Persons from accessing your Account;

  • (iii) run any such tests and provide any information to us as we may reasonably request to establish that your systems satisfy the requirements to access the Account;

  • (iv) carry out virus, rootkit, keylogger and other malware checks of your systems on a regular basis (including any specific virus or malware detection programs as required by us from time to time);

  • (v) inform us immediately of any unauthorised access to your Account or any unauthorised transaction or Instruction and, if within your control, cause such unauthorised access or use to cease

  • (vi) not at any time leave unattended any system, telephone, computer, terminal or mobile device from which you are able to access your Account; and

  • (vii) if you become aware of any material defect, malfunction, malware, virus or other such deficiency in the Account, notify us immediately of such deficiency, and cease to use the Account until you have been notified that such deficiency has been rectified.

• (b) In addition to any other rights under this Agreement, we may suspend, terminate and/or replace your Account at any time and without notice to you if we believe this is necessary or desirable to enable us to comply with Applicable Law.

• (c) You are solely responsible for installing and maintaining any applicable hardware and software (including any Trading System we provide to you) for using and accessing your Account and Services.

• (d)You are required to comply with all system requirements imposed in relation to any Account and Services, including installing and updating any applicable security procedures.

6. Instructions

6.1 Instructions generally

• (a) You may provide Instructions through the Agreed Communication Methods that apply to the relevant Service.

• (b) You:

  • (i) authorise us to accept Instructions from you or any Authorised Person. You confirm that each Authorised Person has the power to give Instructions on your behalf. You will, and will procure that each of your Authorised Persons will, comply with any requirements we reasonably impose in relation to the Instructions and any Applicable Law;

  • (ii) agree that we may assume the authenticity of any Instructions given or purportedly given by you or any Authorised Person, or that any person claiming to be your authorised representative is in fact that person. We are not obliged to enquire into any of these matters and you accept the risk of any Instructions being unauthorised or given by an unauthorised person;

  • (iii) agree that we may accept Instructions from you or any Authorised Person through the Account or any other method, manner or channel we determine. In particular, we may accept Instructions made through any Agreed Communication Method and you acknowledge and accept the risks of doing so;

  • (iv) authorise us to act upon any Instruction that we believe to be authentic and valid. We may conclusively rely on the Instructions if we believe that the Instructions were given by you or your Authorised Person and are duly authorised, accurate and complete, even though this is incorrect and even if you send us further communications that differ in any respect from such Instructions;

  • (v) are responsible for ensuring the accuracy and completeness of the Instructions. You must ensure that the Instructions are clear and unambiguous. You acknowledge and accept the risk that we may process Instructions more than once if you send us the same Instructions (whether by the same or different means); and

  • (vi) you acknowledge and agree that once given, an Instruction may be revoked and if acted on by us, the Instruction will be binding on you.

6.2 Electronic Instructions and records

To the extent applicable, you acknowledge that all Instructions given (and our records of those Instructions) in electronic form have the same validity, admissibility and enforceability as if made and signed as original documents in writing. You agree not to challenge their validity, admissibility or enforceability on the basis that they are in electronic form.

6.3 Receipt of Instructions

Subject to our discretion to reject any Instruction, all Instructions given are only valid and effective if received by us within the hours on the days the relevant Service is available. However, we do not guarantee that any of the Instructions will be processed even though they may have been received.

6.4 Execution of Instructions

• (a) Where we accept your Instruction in full, we use our reasonable endeavours to execute the Instructions in accordance with our established procedures, but we do not guarantee that the Instructions will be wholly or partially executed or will be executed by a certain time. You agree that you shall not have any claim against us for any failure by us to act on or execute any Instruction for whatever reason.

• (b) We are not responsible for any delays in executing your Instruction due to a Force Majeure Event, a Network Event, market factors, our own verification or authorisation processes or any other reason whatsoever.

• (c) Instructions given are irrevocable and you are not entitled to cancel, reverse or otherwise disclaim such Instructions unless we otherwise determine. We are under no obligation to act on an Instruction to cancel or amend a previous Instruction from you or your Authorised Person. We may also be unable to cancel or amend an unexecuted or partly executed Instruction for any reason.

• (d) We may not execute any part of an Instruction where, in our reasonable opinion, there are grounds to only execute part of an Instruction, including where you have not satisfied a requirement in full.

6.5 When we may refuse or cancel Instructions

• (a) We reserve the right at all times to decline to accept your Instructions, without giving any reason or explanation or prior notice. For example, we may, in addition to any other rights we may have, decline to accept your Instruction where we believe you do not meet the criteria for execution of the Instruction or where such Instruction will breach Applicable Laws.

• (b) We may at our discretion cancel any Instruction (or any part of it) that has not yet been fully executed if, in our reasonable opinion, there are grounds for cancellation.

6.6 When orders or Instructions may be reverted

• (a) We reserve the right at all times, at our discretion, to take any and all actions deemed necessary, including but not limited to the cancellation and reversal of trades in the following circumstances:

  • (i) Any attempt to exploit or abuse of platform features, including but not limited to bugs, unfair advantage or disruption of services or any unintended mechanisms or actions to the detriment of our service operations.

  • (ii) Any use of non-public, material information for the purpose of gaining an unfair trading advantage. Any party found to be engaging in insider trading will be subject to trade cancellation and further sanctions as per our regulatory obligations and internal policies.

  • (iii) Any mistrades as classified so at our discretion. If a trade is determined to have taken place under conditions that are abnormal and deviate from established fair market practices, including but not limited to significant price deviations from market value or trades executed based on erroneous information, we reserve the right to designate such transactions as mistrades and revert or cancel such trades.

7. Virtual Asset Transactions

7.1 Entering into a Virtual Asset Transaction

• (a) To enter into a Virtual Asset Transaction, you must observe the steps and procedures which we set out for that Virtual Asset Transaction or as part of the Service.

• (b) You are bound by the terms of the Virtual Asset Transaction from the moment you communicate your Instructions via the Agreed Communication Method.

7.2 Your responsibilities

Without limiting any other provision of the Agreement:

• (a) the entry and performance of any Virtual Asset Transaction and any agreement arising under or in connection with that Virtual Asset Transaction, is your sole responsibility;

• (b) you are responsible for complying with all notification requirements and other reporting obligations relating to the Virtual Asset Transactions under Applicable Law;

• (c) you understand the nature and risks of such Virtual Asset Transactions contemplated, and are capable of assuming, and do assume, all risks associated with such Virtual Asset Transaction, including those described in the Risk Disclosure Statement;

• (d) you consider that such Virtual Asset Transaction is suitable for you and your investment objectives, having reference to your financial status and condition;

• (e) you have taken advice from independent advisers where needed;

• (f) you must not engage in any Market Misconduct; and

• (g) you remain responsible for ensuring compliance, and complying with, any limits imposed on you and any Applicable Law.

7.3 Limits and controls on Virtual Asset Transactions

• (a) We may impose limits and/or controls relating to trading and position of Virtual Asset Transactions on you, including limits and controls to mitigate and manage our own liquidity, operational and other risks. Such limits and controls may be imposed in respect of a Service or you, at any time, without prior notice and without giving reasons. As a result, you understand and acknowledge that you may be prevented from entering into a Virtual Asset Transaction or undertaking other steps at certain times if such actions would cause you or a Service to exceed an applicable limit, and that we may apply an applicable filter to reject an Instruction submitted by you.

• (b) We may monitor your positions against the limits or controls imposed by us. Any such limits imposed by us are solely for our protection and we will have no responsibility for monitoring or ensuring your compliance with any limits imposed on your trading activities by you or by Applicable Law.

• (c) You agree to comply with any limits or controls imposed by us and not take any actions that will cause you to violate any limits imposed by us on your activities.

• (d) To ensure compliance with Applicable Law or any limits set by us, we may decline to act on Instructions and/or execute a Virtual Asset Transaction. We may also suspend your access to the Trading System or Services, require you to take certain steps, or take any other action that we consider appropriate in the circumstances.

• (e) You indemnify us against any Loss as a result of your breach of any limits or controls imposed by us provided that such limits or controls are notified to you at the time that they are imposed.

8. Settlement, payments, delivery and other obligations

8.1 Settlement of Virtual Asset Transactions

• (a)You must have an available and sufficient amount and appropriate type of Virtual Asset in your Account to meet your obligations under a proposed Virtual Asset Transaction, inclusive of any applicable Fees and Taxes, before you can place an order to enter into the Virtual Asset Transaction.

• (b) In respect of each Virtual Asset Transaction executed on your behalf, unless we or the Custodian are already holding Virtual Assets on your behalf to settle the transaction, you shall:

  • (i) pay cleared funds or deliver Virtual Assets to us or the Custodian; or

  • (ii) otherwise ensure that we or the Custodian receive such Virtual Assets,

  by such time and date as prescribed and notified (whether verbally or in writing) by us to you in relation to the Virtual Asset Transaction.

• (c) Unless otherwise agreed in writing by us, you agree that (x) if at any time there are (having regard to other payments debited or due to be debited) insufficient Eligible Virtual Assets recorded in the Account or (y) if you fail to make such payment or delivery of Virtual Assets as we require, we are hereby authorised to:

  • (i) decline to execute your Instructions;

  • (ii)force-sell any Virtual Assets held by us (or the Custodian) on your behalf;

  • (iii) in the case of a purchase transaction, to transfer or sell any Virtual Assets in your Account to satisfy your obligations to us; or

  • (iv) in the case of a sale transaction, to borrow and/or purchase such sold Virtual Assets to satisfy your obligations to us,

  in each case without further instruction or consent from you or notice to you.

• (d) In order to settle a Virtual Asset Transaction and applicable Fees and Tax in full without set off, counterclaim or deduction or withholding (including on account of any Tax) unless the deduction or withholding is required by Applicable Law, you acknowledge we may transfer any Virtual Asset from your Account.

• (e) All delivery of Virtual Assets to you under a Virtual Asset Transaction will be rounded down in the manner specified and published by us on the Website and/or the App, or as notified to you in writing. You acknowledge that we may retain any excess amounts arising from such rounding.

• (f) Provided we act in good faith and in a commercially reasonable manner, we or the Custodian may refuse to accept or make any delivery of Virtual Assets from or to you, such as refusing to accept, settle or make any delivery of Virtual Assets that do not meet the criteria of an Eligible Virtual Asset, or where you have insufficient Virtual Assets recorded in your Account. In particular, we (or the Custodian) may refuse to accept any delivery of Virtual Assets that are not Eligible Virtual Assets from you, and you cannot use any such Virtual Assets to settle any Virtual Asset Transaction.

8.2 Independent payment obligations

Your obligation to pay any amount under this Agreement is separate from each of your other obligations to pay.

8.3 Payment in other Virtual Asset

You must make payment in the appropriate Virtual Asset as required by us. You waive any right you may have in any jurisdiction to pay any amount other than in the Eligible Virtual Asset in which it is due.

8.4 General conditions precedent to payments by us

Each of our obligations to make a payment or delivery, or to perform an obligation under this Agreement, is subject to the conditions precedent that:

• (a) we are satisfied that you have fulfilled your corresponding obligations (if any) in accordance with all applicable terms;

• (b) such actions will not cause us to be in breach of any Applicable Law or our internal policies; and

• (c) no Event of Default has occurred and is continuing.

9. Account details, statements and records

9.1 Account details and records

• (a) You can check your Account details and records through the Agreed Communication Method.

• (b) All details and records shown on or provided in connection with the Account or Services are for your information and reference only. These records are not binding on us or any other person.

• (c) Notwithstanding anything to the contrary contained in the Agreement, in any details or record, should there be any inconsistency between:

  • (i) the information (including any document but not any advice) available on or via the Website, the internet or other electronic medium; and

  • (ii) the information in our books and records,

  the information in our books and records will prevail unless there is a manifest error.

• (d) We may update the Account details and records and/or issue a further record if any previous one contained any errors or omissions, in which case that further record will supersede any previous one in all respects (unless otherwise expressly stated).

9.2 Statements of account, contract notes and receipts

• (a) We issue statements of account, contract notes and receipts periodically and where required by Applicable Law. Statements of account, contract notes and receipts are generally issued in electronic form and may be issued in any other format or method at our reasonable discretion.

• (b) We may choose not issue statements (i) if an Account is inactive; (ii) there have been no transactions or movement of Virtual Assets since the previous statement or (iii) where we are not required by Applicable Law to do so.

9.3 Reporting mistakes

• (a) You should retain all statements of account, contract notes and receipts to enable you to verify transactions, entries and balances. You must check these entries for accuracy as soon as you receive such statements of account, contract notes and receipts. You must report any mistaken or unauthorised transactions or errors to us as soon as possible.

• (b) Unless otherwise stated, if you do not report any mistake within 30 days of the date of the statement, we treat the statement as correct, unless there is a manifest error.

10. Notices and Communications

10.1 Our communications

• (a) You authorise us to deliver all communications, agreements, documents, statements, contract notes, receipts, notices, disclosures and Confirmations (together, the “Communications”) to you by an Agreed Communication Method, or through any other electronic means as we deem fit. In particular, we may deliver such Communications on our Website (including through banners and pop-ups).

• (b) It is your responsibility to ensure that the details of your Agreed Communication Method are correct and the Agreed Communication Method is operational and available for receipt of all communications and to notify us of any changes to the details of your Agreed Communication Method as soon as practicable after the change is made.

• (c) We are not responsible for any loss or damage which you may incur as a result of your failure to ensure that your contact information is up-to-date, correct and complete. You are deemed to have received all Communications sent to the contact information associated with your Account (including, but not limited to, your registered email address).

• (d) If you are required to make a notice to us in writing under the Agreement, you must address the notice to [e-mail].

• (e) If an Account is established for more than one person or where there is one or more Authorised Persons, Communications (including notices of any variation to the Agreement and any statements (including any consolidated statements)) sent to the email notified to us as the email for receipt of notices and other communications in connection with the Agreement are taken to be given to all persons.

10.2 Delivery

• (a) Communications take effect from the they are taken to be received under Clause 10.2

• (b) unless a later time is specified in the Communications.(b) Communications by us to you are taken to be received:

  • (i) if sent by email or mobile short message, at the time of the dispatch or transmission;

  • (ii) if sent by Agreed Communication Method, at the time of sending (as recorded on the device from which we send the message); and

• (c) if posted on the Website, at the time of posting.

11. Fees

11.1 Payment of Fees

• (a) In connection with the transfer or movement of a Virtual Asset on its underlying network or blockchain (including for the purpose of settling a Virtual Asset Transaction or delivery to an address), you must pay us the Fee specified by us. Where it is not possible to calculate the Fee incurred by us in relation to such transfer or movement, you agree that we may estimate the Fees and deduct a sufficient amount from your Account to cover our Fees in full, provided that we will rebate you any difference in the event our estimate exceeds the actual Fees incurred by us.

• (b) You are required to pay all reasonable Fees incurred by us in connection with your use of the Services and your Account, including for preserving or enforcing our rights (such as fees of any collection agent employed by us and legal fees in demanding, collecting, suing or recovering any outstanding or overdue amount).

• (c) We will notify you of any changes in the Fee Schedule.

• (d) We have the right to collect Fees from you in such manner and at such intervals as we may determine, including deducting an amount equivalent to the Fees from your Account, and you hereby authorise us to collect such Fees and deduct from your Account directly.

  You are not entitled to any refund of Fees which you have paid.

11.2 No refund

Paid Fees are not refundable unless we expressly agree otherwise.

11.3 Fees on cancellation or termination

In case we accept your instructions to cancel a Virtual Asset Transaction, terminate the Services in part or in full, or close your Account, you are required to pay any outstanding Fees incurred in connection with the Agreement

12. Representation and warranties

By maintaining and operating your Account, accessing or using the Services, applying for a new Service, giving us an Instruction, making any deposit, withdrawal, payment or transfer of Virtual Assets, and entering into a Virtual Asset Transaction, you represent and warrant each time and on an on-going basis that:

• (a) if you are an individual, you are at least 18 years of age;

• (b) if you are a corporation or other legal person, you are duly incorporated and/or organised under the laws of your place of incorporation or organisation;

• (c) you are a Professional Investor, with appropriate knowledge and experience in Virtual Assets (including the related features and risks) applicable to each Virtual Asset Transaction;

• (d) you understand the nature and risks of the subject matter of the Agreement and the Virtual Asset Transactions, and are capable of assuming, and do assume, all risks associated with the Agreement and any Virtual Asset Transaction, including those described in the Risk Disclosure Statement;

• (e) you are acting as principal and are not acting as an agent, trustee or for the benefit of any other person;

• (f) in respect of the Services and each Virtual Asset Transaction, you:

  • (i) have received, read and understand all relevant documents that make up the Agreement;

  • (ii) have adequate information in relation to your decision to use the Services and enter into the Virtual Asset Transaction;

  • (iii) are not relying on any communication from us as advice (whether written or oral), and, unless otherwise specified by us, we are not an advisor to you, in connection with the Agreement or any Virtual Asset Transaction; and

  • (iv) have made your own independent decision to use the Services and enter into the Virtual Asset Transaction and that the Services and each Virtual Asset Transaction are appropriate and proper for you based on your own judgement and on advice from independent advisers you have considered necessary;

• (g) you have full legal capacity, power and all necessary authorisations to own your assets and carry on any business it conducts, to enter into the Agreement and each Virtual Asset Transaction and to comply with its obligations and exercise its rights under them;

• (h) you have obtained all necessary authorisations and consents and (if you are a corporation or other legal person) have taken all necessary corporate actions contemplated by the Agreement;

• (i) your obligations under the Agreement are valid, binding and enforceable and it will not be in breach of any Applicable Law, authorisation, document or agreement by entering into or complying with obligations or exercising rights under the Agreement or any Virtual Asset Transaction;

• (j) there is no action, suit or proceeding at law or in equity before any court, tribunal, Governmental Authority or any arbitrator that is likely to affect the legality, validity or enforceability against you or the Agreement or your ability to perform your obligations under the Agreement is pending or, to your knowledge, threatened against you;

• (k) you, any Authorised Person, any person who controls you and any person for whom you act, as applicable, are not a Proscribed Person;

• (l) you, any Authorised Person, any person who controls you and any person for whom you act, as applicable, are not subject to Sanctions;

• (m) you, any Authorised Person, any person who controls you and any person for whom you act, as applicable, are not a citizen or resident of any Proscribed Jurisdiction;

• (n) if you are a corporation or other legal person, the person that enters into the Agreement on your behalf is, and any person representing you in relation to any Virtual Asset Transaction is and will be, duly authorised to do so;

• (o) all the information given, and representations made, by you (or on your behalf) are correct, complete and not misleading;

• (p) since the date of information you have given us, there has been no change in that information or your financial circumstances that may have a material adverse effect on your ability to meet any of your obligations to us;

• (q) you have not withheld any information that might have caused us not to enter into the Agreement or any Virtual Asset Transaction (including information about the assets you own and any Encumbrance over them);

• (r) neither you, nor any assets you own, have immunity from the jurisdiction of a court or from legal process in any place;

• (s) at any time that you deliver, or procure the delivery of, Virtual Assets to us in connection with a Virtual Asset Transaction or otherwise, you have the absolute right to sell, assign, convey, transfer and deliver such Virtual Asset, and are deemed to confirm that it is fully paid and free of any Encumbrance;

• (t) you are responsible for your own Tax affairs, and you have not committed or been convicted of any Tax or other criminal offence; and

• (u) no Event of Default has occurred, nor has any event occurred which may, with the giving of notice or lapse of time or fulfilment of any condition, become an Event of Default.

You must immediately notify us whenever anything happens that would mean you could not truthfully repeat these representations and warranties.

13. Network Events

13.1 Network Administrator and Network Event

If:

• (a) any Network Administrator gives a direction, or makes a decision or election, that affects or impacts a Virtual Asset Transaction;

• (b) any Network Administrator becomes Insolvent or is suspended from operating; or

• (c) a Network Event has occurred,

then we may take any action which we, in our sole discretion, consider appropriate to correspond with the direction, decision, election or event (including a Network Event), or to mitigate any loss incurred or potential loss or impact which may be incurred as a result of such action or event. Subject to Applicable Law, such action may result in suspension of access to, or adjustment of the balance in, your Account. Any such action will be binding on you (including, where relevant, making any decision or election in relation to a Network Event).

13.2 Staking

Unless expressly stated otherwise (and on such terms and conditions as we may in our sole discretion decide) in relation to a Virtual Asset, we do not support the staking of such Virtual Asset on your behalf and do not distribute any rewards associated with such staking. However, where permitted under Applicable Law, we may stake such Virtual Assets and claim rewards for our own benefit.

13.3 Airdrop

• (a) In the event of an Airdrop, we will in our sole discretion decide whether (including by reference to the AML/CFT Requirements):

  • (i) any such event would be recognised or supported by us;

  • (ii) to participate in an Airdrop and the terms upon which we will do so; and

  • (iii) to distribute and credit any Virtual Assets received by us or the Custodian to your Account.

  We will announce our decision through an Agreed Communication Method. You agree and acknowledge that such a decision will be binding on you.

• (b) We will not be liable to you for failure to credit any Virtual Asset to you or participate in any Airdrop. If we do not support an Airdrop, we will not claim such Airdrop for our own benefit (unless it is unavoidable or impractical to avoid based on the means of distribution).

13.4 Fork

• (a) Unless specifically announced through an Agreed Communication Method in relation to a Fork, we do not support any new virtual assets created or forked protocol as a result of such an event.

• (b) We may in our sole discretion determine, in the event of a Fork, which branch of the Fork is recognized and supported, if any, and take any action or make any election required to implement such recognition and support of that Fork. Without limiting the generality of Clause 13.4, on each occasion of a Fork, we may in our discretion consider:

  • (i) whether any such event would be recognised or supported by us;

  • (ii) the terms and conditions, including the methodology of allocation of all the associated Fees or rewards to all affected clients, upon which we will implement support of such event as part of our Services; and

  • (iii) the actions required to participate in such an event, including withdrawal deadline relating to the relevant Virtual Assets from your Account, suspension period for any trading, deposit and withdrawal or any payment terms.

  We will announce our decision through an Agreed Communication Method. You agree and acknowledge that such a decision will be binding on you.

• (c) If we are aware of a Fork on a Virtual Asset network, we may:

  • (i) suspend all Withdrawals and Deposits;

  • (ii) suspend or terminate all trading on the RFQ Platform (including by way of instituting a Trading Halt (defined below)); and

  • (iii) cancel all outstanding transactions and orders not yet executed on the RFQ Platform,

  prior to determining the actions and elections which we may make to support a branch of the Fork.

• (d) You agree and understand that Forks may result in us holding a specified amount of Virtual Assets associated with each forked network, which may materially affect the value, function, and/or name of the Virtual Assets you hold with us. We are not liable for any Loss suffered as a result of our election and determination as a result of a Fork.

13.5 Notification

Upon becoming aware of an Airdrop, a Fork or a Network Event, we will notify you through our Website as soon as practicable, where applicable. Where possible, we will also publish any determination we have made in respect of such Airdrop, Fork or Network Event.

14. Termination, Suspension and Enforcement

14.1 Termination

• (a) Upon termination of all of the Agreement:

  • (i) you must:

    • (A) not use any Service, Account or the RFQ Platform;

    • (B) immediately make all payments and deliveries required in connection with the Agreement, any Account, any relevant Service and any relevant Virtual Asset Transaction; and

    • (C) do any other thing which the Agreement requires to be done when your right to use any relevant Service and operate any Account ends;

  • (ii) we may take any other action in our sole discretion to enforce our rights under the Agreement; and

  • (iii) we may review and withdraw any promotional or preferential arrangement that applies to you.

• (b) The termination of all (or any) of the Agreement does not affect any of the rights and obligations of either of us that arose before termination. You are not entitled to any refund of any fee or amount paid or subsidy received in connection with the Agreement or any Virtual Asset Transaction.

• (c) All provisions in the Agreement in connection with payments, clawbacks, indemnities, limitation of liability, disclosure of information, set-off, virtual asset conversion and Tax survive termination of the Agreement.

14.2 Termination by either party

Either you or we may terminate any (or all) of the Agreement by giving the other party at least seven days’ notice in writing. Such termination may be in respect of some or all Services. If it is only in respect of certain Services, this shall be expressly set out in the notice.

14.3 Termination by us

In addition to our rights in Clause 14.2, we may terminate any (or all) of the Agreement immediately by notice to you, if:

• (a) you provide incorrect, incomplete or misleading information or make a representation or warranty that is incorrect or misleading;

• (b) you breach any payment or delivery obligation or other term of the Agreement (including provision of information under the Agreement, AML/CTF Requirements or Applicable Law), any other agreement with us, or any term of any arrangement you have with another financial institution, or another financial institution has suspended or terminated your use of any financial services;

• (c) you become Insolvent or any of your assets are subject to insolvency proceedings;

• (d) you act fraudulently or dishonestly;

• (e) you disaffirm, disclaim, repudiate or reject, in whole or in part, the Agreement, any Confirmation or any Virtual Asset Transaction (or such action is taken by an Authorised Person on your behalf);

• (f) we are required by Applicable Law to do so;

• (g) performance of any obligation by either you or we under the Agreement breaches, or is likely to breach, any Applicable Law (including AML/CTF Requirements or market abuse requirements) or is otherwise contrary to any policy we apply as a result of an order or sanction issued by any Governmental Authority;

• (h) any of your Virtual Assets are subject to enforcement of a judgement or is expropriated, compulsorily acquired or resumed on any basis;

• (i) you are convicted of a Tax or other crime in any jurisdiction;

• (j) you engage in Market Misconduct;

• (k) we, in our discretion, consider that the Account is being operated or any Service is otherwise being used in an irregular or improper manner;

• (l) anything occurs which, in our opinion, is likely to have a material adverse effect on your ability or willingness to comply with your obligations under the Agreement; or

• (m) any other event of default (however described) under any other agreement between you and us occurs.

Our rights under this Clause do not affect any other right under the Agreement and are subject to the giving of any notice, demand or lapse of time which is required by Applicable Law and cannot be excluded. Our termination may be in respect of some or all Services. If it is only with respect to certain Services, this will be expressly set out in our notice.

14.4 Additional rights to terminate

Other terms of our Agreement that are applicable to a particular Service may specify additional circumstances in which you or we may end a Service. These apply in addition to the rights set out in Clauses 14.2 & 14.3.

14.5 Enforcement action

We may take any action we consider appropriate to enforce the Agreement, including (but not limited to) employing any third-party agent to collect any amount owing, taking steps to enforce our rights against your assets (such as attaching any amount owing to those assets), and commencing legal proceedings.

14.6 Suspension

We may suspend any or all of the activities (including any of the Services) contemplated by the Agreement at any time for any reason (even if no Event of Default has occurred and is continuing). If we do so, we will notify you as soon as practicable, to the extent permitted by Applicable Law.

15 Compliance

15.1 Compliance with Applicable Laws and Governmental Authorities

• (a) We have the right to take (or refuse to take) any action we deem to be appropriate or necessary to comply with any Applicable Laws. Notwithstanding any provision in the Agreement to the contrary, we are not required to take any action, or fulfil any obligation, which in our reasonable opinion would result in a breach of Applicable Laws.

• (b) You agree to comply with all Applicable Laws in connection with the Agreement.

• (c) If we are served with an order or instruction from a court or a regulator, and we act in accordance with such order or instruction, you must not commence proceedings against us in relation to our actions under such order or instruction.

• (d) We may at our sole discretion implement controls to restrict access to the Account and the Services in any Proscribed Jurisdictions (including any geo-block measures). You acknowledge and agree that if you are located in a Proscribed Jurisdiction, you may not be able to access the Account and the Services, even if you are only there temporarily or for travel; this may impact your ability to make Instructions or enter into Virtual Asset Transactions. You must not attempt in any way to circumvent any such restriction, including by use of any virtual private network to obfuscate your location. In addition, you agree that before accessing or using your Account or the Services, you will ensure that you would not be breaking any laws, rules or regulations in that country by doing so (including where you are outside your country of residence).

15.2 Anti-money laundering and sanctions

• (a) Notwithstanding any other provision of the Agreement to the contrary, we may omit to take any action which in our reasonable opinion would constitute a breach of any AML/CTF Requirements.

• (b) You agree to comply with obligations under the Agreement in accordance with all applicable AML/CTF Requirements.

• (c) You agree that we may take a significant time to consider, verify or block a Virtual Asset Transaction, if you or any other person or entity in connection with the Virtual Asset Transaction is or becomes a Proscribed Person or subject to Sanctions, or where the Virtual Asset Translation results in a match on our screening filters.

15.3 Recording of communications

Subject to any Applicable Law, you agree that we may, without further disclosure to, or consent from, you:

• (a) record and monitor our communication and correspondence with you or an Authorised Person (and you confirm you are authorised to provide consent on behalf of the Authorised Person);

• (b) use the recorded conversations, transcripts, emails, messages or other records of correspondence for our internal compliance purposes, to comply with any applicable record-keeping requirements, in any dispute in connection with the Agreement and in any other manner not prohibited by Applicable Law.

15.4 Provision of information and regulatory reporting

• (a) You agree to cooperate with us and provide any information which we may request, including to comply with any Applicable Law, our policies and procedures or the request or requirement of any Governmental Authority. In particular, if we ask, you must give us any information we require in connection with the Agreement or your financial affairs. All information or documents must be in the form we require and must be true, accurate and complete.

• (b) Notwithstanding any other provision in the Agreement, you acknowledge and agree that we are permitted, without notice to you, to disclose any information obtained under or in connection with your Account or the Services (including, but not limited to, your details, transaction history, order and trade information):

  • (i) in order to comply with any Applicable Laws or upon request by any Governmental Authority (whether or not such enquiries are mandatory under Applicable Law) or auditor;

  • (ii) In order to comply with any enquiry by a Network Administrator;

  • (iii) to any third party engaged by us, including (but not limited to) for the purposes of processing and storing such information; and

  • (iv) where permitted under or otherwise in compliance with Applicable Law,

  whether in or outside the Republic of Seychelles.

• (c) Where requested or required by any Governmental Authority, you shall permit any Government Authority to have access to any trading systems, terminals, equipment, information or documents as they may request or require. You shall cooperate and render all necessary assistance to the Governmental Authority. We are not responsible for any Loss which may result from any action by any Governmental Authority.

• (d) You must obtain the consent of persons named in the Agreement or other relevant document, and of any Authorised Person, to our collection, holding and use of their information. You agree that you will provide a copy of any privacy-related policy, statement, circular, notice or other terms and conditions made available by us to you from time to time to such persons. A copy of our current privacy policy is available on the Website.

• (e) You consent to us making enquiries and conducting diligence on your credit and financial status with any credit bureau, credit reference agency or similar service provider in any relevant jurisdiction.

15.2 Your responsibility to notify us

Notwithstanding any other provision in this Agreement, you must notify us immediately:

• (a) upon any breach or non-compliance (or suspected breach or non-compliance) with any Applicable Laws which would prohibit or restrict you from holding or operating the Account and/or accessing or using the Services (to the extent permitted by Applicable Laws);

• (b) upon any other event which would prohibit or restrict you from holding or operating the Account and/or accessing or using the Services;

• (c) if you are (or will be) subject to Sanctions;

• (d) if you breach the Agreement;

• (e) upon becoming aware of any circumstances which may impact or impede our ability to provide you with an Account or any of the Services;

• (f) upon becoming aware of the Account or any of the Services malfunctioning or a trading error occurring or if you otherwise experience any material malfunction or other connectivity problem that adversely affects your access to or use of the Account or any of the Services;

• (g) upon any change to any personal or account information previously provided by you to us (including, without limitation, your name, residence information, or nationality); and

• (h) upon any other significant events or matters which we would reasonably expect to have been brought to our attention.

15.6 Our responsibility to notify you

We agree to notify you of any material change to our name, principal address, licensing status, or the Services from time to time.

16. Liability

16.1 Exclusion of liability

Subject to Applicable Laws, we are not liable for any Loss incurred in connection with the Agreement for any reason, including in connection with:

• (a) the provision, suspension or termination of any Account or Service;

• (b) the action (or inaction) of any Governmental Authority;

• (c) investing or holding assets in a particular jurisdiction (including Losses arising from nationalisation, expropriation or other governmental action, financial services regulation, currency restrictions, devaluations or fluctuations, and market conditions affecting the orderly execution of transactions or affecting the value of assets);

• (d) the collection, deposit or credit of invalid, fraudulent or forged Virtual Assets transfers;

• (e) effecting delivery or payment against an expectation of receipt, save where such delivery or payment is contrary to local market practice;

• (f) an instruction to deliver Virtual Assets to an exchange, broker, custodian or other third party, even if we might have information tending to show that this course of action, or the choice of a particular exchange, broker, custodian or other third party for a transaction, is unwise;

• (g) any information that we provide on Virtual Assets, market trends or otherwise, whether or not such information is provided at your request;

• (h) any act or omission of any exchange, broker, custodian or any other third party, whether or not appointed by us;

• (i) the exercise or attempted exercise of, failure to exercise, or delay in exercising, a right or remedy or a delay or error in making payments or deliveries under the Agreement;

• (j) you or an Authorised Person’s Instructions, any unauthorised Instructions or our refusal to act on any Instruction;

• (k) any Force Majeure Event;

• (l) a Network Event, a Fork or an Airdrop;

• (m) an Event of Default; or

• (n) termination of any of the Agreement,

unless such Loss is directly caused by our own gross negligence, fraud or wilful misconduct.

16.2 Responsibility for decisions

• (a) All decisions on whether to purchase, hold or sell any Virtual Assets or to enter into any Virtual Asset Transaction are yours. We are not responsible for any decision made by you:

  • (i) to enter into the Agreement or any Virtual Asset Transaction, or to use any of the Services; or

  • (ii) about any features or risks of any Virtual Asset, or any fees or Fees payable in connection with it.

• (b) While some of our employees and agents may be authorised to give you certain types of information about Virtual Assets or other products or services, neither our employees nor agents have any authority to make representations about anything in connection with the Agreement.

16.3 Hyperlinked sites

• (a) We may link to third party websites on our Website or when providing the Services which are not affiliated or associated with us (although branding, advertisements or links relating to our Services may appear on these third party websites).

• (b) We are not responsible for, do not endorse, and make no representation or warranty in connection with, any hyperlinked internet sites on the Website, other internet sites to which you may be referred or any third-party content displayed on our Website. We are not responsible for any Loss incurred in connection with those sites.

• (c) Such internet sites may contain information that has not been devised, verified or tested by us or our officers, employees or agents. We do not endorse the accuracy or completeness of such information, nor do we guarantee that such information, or the provision of any hyperlinks to you, do not infringe third party rights.

16.4 Circumstances beyond our control

We are not liable for any Loss incurred in connection with our inability or delay in receiving or executing Instructions or unavailability of funds or any Virtual Asset due to a Force Majeure Event or any circumstances beyond our reasonable control. If a Force Majeure Event occurs or any circumstances beyond our reasonable control occur, we may take any action we consider appropriate in connection with the Agreement.

17. Indemnities

17.1 Your indemnity to us

To the extent permitted by Applicable Laws, you indemnify us and our directors, partners, officers, employees and agents (each, an “Indemnified Party”) against, and must pay the Indemnified Party on demand for, any Loss incurred by the Indemnified Party in connection with the Agreement and any Virtual Asset Transaction, including:

• (a) the provision of any Service or entry into any Virtual Asset Transaction in circumstances where we are not in breach of the Agreement;

• (b) the occurrence of an Event of Default in relation to you;

• (c) searches and enquiries made in connection with you (including checking for Insolvency);

• (d) Instructions given to us by you or an Authorised Person, or a person purporting to be you or an Authorised Person, provided that we act in good faith when effecting the Instructions, save where we have actual knowledge of any fraud or forgery;

• (e) us acting on, delaying or refusing to act on, Instructions from you or an Authorised Person or taking action against you or an Authorised Person;

• (f) the settlement or attempted settlement of any Virtual Asset Transaction or any failure to settle any such Virtual Asset Transaction, in circumstances where we are not in breach of the Agreement;

• (g) any service provided by a third party;

• (h) any action taken by a third party to gain control of any Virtual Asset contemplated by the Agreement;

• (i) any person exercising, or not exercising, rights under the Agreement (including Fees related to enforcement action and debt collection, such as valuation fees and auctioneer’s charges); or

• (j) the costs of the Indemnified Party in defending itself successfully against any claims of fraud, negligence or wilful default,

in each case except to the extent the Loss is a direct result of the Indemnified Party’s own negligence, fraud or wilful misconduct. It is not necessary for us to incur expense or make payment before enforcing a right of indemnity in connection with the Agreement.

17.2 Conversion on judgement debt

If a judgement, order or proof of debt for or the recovery of an amount in connection with the Agreement is expressed in a Virtual Asset other than that in which the amount is due under the Agreement, then you agree to indemnify us on demand against:

• (a) any difference arising from converting the other Virtual Asset, if the rate of exchange we would otherwise use under this Agreement when we receive a payment in the other Virtual Asset is more favourable to us than the rate of exchange used for the purpose of the judgement, order or acceptance of proof of debt; and

• (b)the Fees of conversion.

17.3 Further steps

If we ask, you must:

• (a) appear and defend at your own cost any action which may be brought against us in connection with the Agreement; and

• (b) sign any document we reasonably require to give further effect to this Clause.

17.4 Application of indemnity

You agree that the provisions of this Clause 17:

• (a) continue in full force and effect in relation to Instructions received before we give notice to you that we will not accept further Instructions; and

• (b) are unconditional, irrevocable and survive termination of all dealings between us and you and are not impaired by any act, omission, matter or thing that might discharge or impair the indemnity but for this Clause.

18. Conflicts of interest

18.1 Conflicts of interest

• (a) You understand and agree that the nature of the trading activities as part of the Services may give rise to us, or one of our officers, employees or agents having a material interest in a Virtual Asset or Virtual Asset Transaction, and that there may be other circumstances where a conflict of interest arises between your interests and those of other clients, counterparties or us. Some of these circumstances are described in the Risk Disclosure Statement and in other disclosures that we may make from time to time. For example, we may receive monetary or non-monetary benefits, rebates, commission or similar payments from a third party, including any product issuer, for effecting a transaction. Subject to Applicable Laws, we are entitled to retain any payment, remuneration, profit or benefit which arises in relation to, or as a result of, any relationship, arrangement or interest falling within this Clause.

• (b) Notwithstanding Clause 18.1(a), we will seek to avoid conflicts of interest where possible. If we act in circumstances where we have a material interest or conflict of interest, we will take reasonable steps to ensure you are treated fairly, including making disclosure where required by Applicable Laws. Where appropriate, we may establish information barriers, separate roles and functions and take any other steps we deem appropriate to manage such conflicts of interests. We may, in our absolute discretion, without giving any reason or notice and without incurring any liability of any nature to you, decline to transact with you or otherwise to act on your Instructions in such circumstances.

18.2 Our Services and activities

• (a) Our activities in connection with the Services are non-exclusive. Subject to Applicable Law, we may transact with, and provide services (including services which are not provided to you) to, such other persons as we, in our absolute discretion, deem fit and will be duly paid or compensated. We are not liable or under any obligation:

  • (i) to account to you any benefit received by us for dealing with, or providing services to, others; or

  • (ii) disclose to you any fact or thing which may come to our notice in the course of dealing with, or providing services to, others or in the course of our business,

  in any other capacity or in any manner whatsoever.

• (b) Subject to all Applicable Laws, we may take proprietary positions or undertake proprietary activities, including hedging transactions related to Virtual Asset Transactions, which may affect the market price, rate or other market factors underlying a Virtual Asset Transaction and consequently the value of a Virtual Asset Transaction.

19. GENERAL

19.1 Amendment

• (a) We may at our sole discretion amend, supplement or vary these Terms and Conditions, the Fee Schedule or any other part of the Agreement by an Agreed Communication Method, including by updating our Website. An amendment, supplement or variation made to reflect a change of Applicable Laws may take effect immediately or otherwise as we may specify. Any other amendment, supplement or variation may take effect on the date we specify. You acknowledge that various features of the activities contemplated by the Agreement may be changed by us at any time.

• (b) If you do not agree to the amended Terms and Conditions, Fee Schedule or other part of the Agreement, you should cease to use the Account and all of the Services and request for your Account to be closed. Otherwise, you agree to continue to be bound by any amendments. Your continued use of the Account or any of the Services constitutes your deemed acceptance of the amendments. You acknowledge it is your responsibility to check for changes to these Terms and Conditions, Fee Schedule and Agreement periodically.

19.2 Prompt performance

It is a fundamental term of our relationship under the Agreement that obligations will be performed on time. If the Agreement specifies when you must perform an obligation, you must perform it by the time specified. You must perform all other obligations promptly. Time is of the essence in respect of your obligations to deliver or pay any Virtual Asset. If they are not performed by the time specified, then remedies may be pursued immediately without the need to serve any notice requiring performance (unless notice is required by the terms of the Agreement).

19.3 Waiver and exercise of rights

• (a) Unless expressly stated otherwise in the Agreement, we may exercise a right or remedy, give or refuse our consent or approval, and/or make any other determination or decision in connection with the Agreement in any way we consider appropriate in our absolute discretion, including by imposing conditions. We need not provide reasons for any decision we make.

• (b) Except for a waiver or variation in accordance with this Clause 19.3, nothing we do suspends, varies or prevents us from exercising our rights under the Agreement. If we do not exercise a right or remedy fully or at a given time, we can still exercise it later.

• (c) Our failure or delay to require the performance of any provision in the Agreement or exercise any right or remedy upon your breach of the Agreement does not constitute waiver of any of our rights or waiver of your breach. A provision of the Agreement, or right created under it, may only be waived by us when in writing and signed.

• (d) We are not liable for any Loss caused by the exercise or attempted exercise of, failure to exercise, or delay in exercising, a right or remedy, whether or not caused by our negligence.

• (e) Our rights and remedies under the Agreement:

  • (i) are in addition to other rights and remedies given by Applicable Law independently of the Agreement;

  • (ii) do not merge with and are not adversely affected by any other agreement and may be executed independently or together with any rights or remedies including under any other agreement; and

  • (iii) are not affected by any payment, settlement or anything which might otherwise affect them at law including the variation of the Agreement or the Insolvency of any person.

19.4 Use of third parties

• (a) You acknowledge and agree that we may:

  • (i) employ independent contractors and agents (including correspondents) or utilise the services of third parties;

  • (ii) use third-party service providers, such as custodians, at our discretion; and

  • (iii) change any service provider at any time without prior notice,

  on terms we consider appropriate and without prior notice to you in order to provide the Services from time to time. Any of such persons may be located in a jurisdiction outside of the Republic of Seychelles.

• (b) In addition to the Agreement, your use of the Services may be subject to the terms and conditions imposed by relevant third parties from time to time, as notified to you.

• (c) We may be unable to provide a Service if the services of appropriate third-party service providers are not available on commercially reasonable terms.

• (d) In connection with our use of third party and affiliate service providers, we may disclose your information to the service provider under a duty of confidentiality. We are not liable for the acts, omissions or unavailability or any Losses sustained in connection with the use of such third-party service providers, provided that we exercise reasonable care in their selection.

19.5 Assignment and other dealings

• (a) You may not assign, transfer or otherwise deal with your rights or obligations under the Agreement to anyone without our prior written consent.

• (b) We may assign, transfer or otherwise deal with our rights and obligations as we see fit and need not obtain your prior written consent, nor notify you. To the extent that any consent is required under Applicable Law, you agree that this Clause is deemed to serve that purpose.

19.6 Severability

If and to the extent that an Applicable Law is inconsistent with the Agreement in a way that would otherwise have the effect of making a provision of the Agreement illegal, void or unenforceable, or contravene a requirement of Applicable Law or impose an obligation or liability which is prohibited by that Applicable Law, then the Applicable Law overrides the Agreement to the extent of the inconsistency, and the Agreement is to be read as if that provision were varied (or, if necessary, omitted) to the extent necessary to comply with that Applicable Law.

19.7 Third party rights

The Agreement does not create or confer any rights or benefits enforceable by any person not a party to it except:

• (a) any Indemnified Party (as defined in Clause 17.1) may enforce its rights or benefits in this Agreement, including any indemnity, limitation or exclusion of liability; and

• (b) a person who is a permitted successor or assignee of our rights or benefits of this Agreement may enforce those rights or benefits.

No consent from the persons referred to in this Clause is required for the parties to vary or rescind the Agreement (whether or not in a way that varies or extinguishes rights or benefits in favour of those third parties).

19.8 Supervening legislation

Any present or future legislation which operates to vary the obligations of a party in connection with the Agreement with the result that another party’s rights, powers or remedies are adversely affected (including, by way of delay or postponement) is excluded except to the extent that its exclusion is prohibited or rendered ineffective by Applicable Law.

19.9 Confidentiality

Each party agrees not to disclose information provided by the other party that is not publicly available except:

• (a) to any person in connection with an exercise of rights or a dealing with rights or obligations under the Agreement;

• (b) to officers, employees, legal and other advisers and auditors of any party;

• (c) to any party to the Agreement or any related companies of any party to the Agreement, provided the recipient agrees to act consistently with this Clause;

• (d) with the consent of the disclosing party (such consent not to be unreasonably withheld);

• (e) in the case of RFQ Services, publishing relevant Virtual Asset Transactions and related Instructions on a non-attributed basis on the RFQ Platform;

• (f) any disclosure which the disclosing party reasonably believes is required by any Applicable Law (including AML/CTF Requirements), Governmental Authority or securities exchange; or

• (g) otherwise in accordance with the Agreement.

Each party consents to disclosures made in accordance with this Clause.

19.10 Entire agreement

• (a) Unless otherwise expressly provided in writing, the Agreement, together with any other addenda, terms and conditions or documents expressly incorporated herein or by reference, constitute the entire agreement between you and us.

• (b) The Agreement between us is entered into in reliance on the fact it forms a single agreement between you and us, and neither you nor us would otherwise enter into any such transactions.

• (c) None of our employees or our agents have any authority to make representations about anything in connection with the Agreement. Subject to Applicable Law, we are not liable for any Loss arising from any employee or agent acting without authority.

19.11 Digital signatures

Instructions and communications digitally signed and supported by a digital certificate have the same validity, admissibility and enforceability as if signed in writing. Any notice or communication that is digitally signed must comply with any Applicable Law.

19.12 Electronic contracts

You acknowledge and agree that you are satisfied that electronically executed contracts are enforceable despite the legal risks associated with them. You agree not to dispute the contents of any notice or communication sent by us using electronic equipment.

19.13 Complaints

If you have any questions or would like to contact us, including with respect to any complaint you wish to make, please contact us at [e-mail].

Section 2: RFQ Services

20. Introduction

20.1 Scope

In addition to the General Terms, this Section shall also apply to the RFQ Services and your use of the RFQ Platform.

20.2 Description

The RFQ Services enable you to enter into Virtual Asset Transactions through the RFQ Platform by using your Account, in accordance with the Agreement. The RFQ Platform is operated by us.

20.3 RFQ Services may be governed by other provisions

Without limiting any provision of the Agreement, the RFQ Services are subject to:

• (a) the RFQ Platform Trading Rules;

• (b) any directions, decisions, requirements or any other rules issued by us in connection with the RFQ Services;

• (c) Applicable Laws; and

• (d) any Confirmation sent to you by us (including, the correction of any manifest error and material omission in that Confirmation).

20.4 Priority of terms

Subject to the application of any mandatory provisions of any Applicable Law, if there is any inconsistency between:

• (a) these Terms and Conditions and the RFQ Platform Trading Rules, the RFQ Platform Trading Rules prevail;

• (b) any term of our Agreement and any direction, decision, requirement or other rule issued by us in connection with the RFQ Services, the latter prevails,

in each case to the extent of the inconsistency.

21. Access to and Use of the RFQ Platform

21.1 Access to and Use of the RFQ Platform

• (a) We may at our sole discretion grant to you a non-exclusive, non-transferable personal right to access and use the RFQ Platform to trade Virtual Assets using your Account.

• (b) Without prejudice to any other provision in the Agreement, we may suspend or terminate your right and access to use the RFQ Platform and cease to provide you with the RFQ Services at any time without giving any reason.

• (c) You may only use the RFQ Services, your Account, the RFQ Platform, any Agreed Communication Method and any RFQ Materials to trade for yourself.

21.2 Availability of the RFQ Platform

• (a) The RFQ Platform is available during Trading Hours on a Trading Day.

• (b) The RFQ Platform may not be available at certain times. Without prejudice to our rights in the Agreement, we may temporarily halt or limit access to (or use of) the RFQ Platform at our sole discretion (a "Trading Halt"), including during any planned system and software maintenance, unscheduled emergency maintenance or other event which we consider necessary. During a Trading Halt, we may temporarily halt or limit part of or the whole of the RFQ Platform (including cancelling or halting any open orders in any Virtual Asset).

21.3 How we may act on Instructions

Without limiting any other rights we may have under the Agreement, we may:

• (a) decline to act on your behalf or accept your Instructions where:

  • (i) the Instruction has expired or is no longer valid;

  • (ii) the basis for any quotation for the relevant Virtual Asset has changed and the Instruction has not been reconfirmed;

  • (iii) the Virtual Assets are the subject of a trading halt and the Instruction has not been reconfirmed; or

  • (iv) the Virtual Asset are no longer available for the purposes of the RFQ Services; and

• (b) cancel or reverse any Instruction or RFQ Transaction without contacting you where a Governmental Authority has recommended or required a cancellation or reversal, or where the market was operating under an error.

21.4 "As is" basis

You acknowledge that the RFQ Platform has not been developed for your individual needs. You further acknowledge that you use the RFQ Platform on an “as is” basis at your own risk. We are not responsible for any consequence or Loss arising from your choice or use of the RFQ Platform or any Agreed Communication Method.

22. Trading

22.1 Procedure

• (a) To enter into an RFQ Transaction, you must issue an Instruction to place an order in such a form as may be acceptable to us (including the order type, quantity and price).

• (b) Subject to the validation and risk checks we conduct, and any limits and controls we impose, we may at our discretion accept your Instruction to place an order.

• (c) When your order is placed, the quantity of the relevant Virtual Asset will be held, and recorded in your Account as being on hold, until that order is executed or otherwise cancelled by us.

• (d) Orders are placed on our RFQ Platform order book and matched according to price and time priority. Subject to our validation and risk checks, orders may be partially or fully filled resulting in the execution of an RFQ Transaction.

• (e) When an RFQ Transaction is executed, it is a legally binding contract between you and the counterparty. A Confirmation will be issued setting out the terms and conditions of the RFQ Transaction. Settlement, payment and delivery will occur in accordance with these Terms and Conditions.

22.2 RFQ Transactions must be pre-paid

Notwithstanding any other provision in the Agreement:

• (a) before you place an order to enter into an RFQ Transaction, you must have a sufficient amount and appropriate type of Eligible Virtual Asset recorded in your Account to meet your obligations under the proposed Virtual Asset Transaction, inclusive of any applicable fees and Fees; and

• (b) in the event that any Virtual Assets in your Account are determined not to be Eligible Virtual Assets, you must substitute the assets in your Account with Eligible Virtual Assets before you can enter into, or otherwise discharge your delivery obligations under, an RFQ Transaction.

22.3 Limits and controls on RFQ Transactions

• (a) We may impose limits and/or controls relating to trading, position, transfers of Virtual Assets on you, including limits and controls to mitigate and manage our own liquidity, operational and other risks, at any time, without prior notice and without giving reasons. As a result, you understand and acknowledge that you may be prevented from entering into an RFQ Transaction or undertaking other steps at certain times if such actions would cause you to exceed an applicable limit, and that we may apply an applicable filter to reject an Instruction submitted by you.

• (b) We may monitor your positions against the limits or controls imposed by us. Any such limits imposed by us are solely for our protection and we will have no responsibility for monitoring or ensuring your compliance with any limits imposed on your trading activities by you or by Applicable Law.

• (c) You agree to comply with any limits or controls imposed by us and not take any actions that will cause you to violate any limits imposed by us on your activities.

• (d) To ensure compliance with Applicable Law or any limits set by us, we may decline to act on Instructions and/or execute an RFQ Transaction. We may also suspend your access to the Trading System or Services, require you to take certain steps, or take any other action that we consider appropriate in the circumstances.

• (e) You indemnify us against any Loss as a result of your breach of any limits or controls imposed by us provided that such limits or controls are notified to you at the time that they are imposed.

23. Admission and removal of Virtual Assets

• (a) We may at our sole discretion admit or remove any Virtual Assets to the RFQ Platform for trading in accordance with our admission criteria.

• (b) Without limiting our other rights under the Agreement, we may suspend the trading of a Virtual Asset on the RFQ Platform in our sole discretion, including where there is a Network Event or potential or actual breach of Applicable Laws.

24. RFQ Materials

24.1 Application

We may publish or provide access to RFQ Materials as part of the RFQ Platform.

24.2 Limitations on use

• (a) You may not allow or permit any other person to access or use such RFQ Materials or otherwise deal with them for the benefit of any other person or in any way that is not specifically contemplated by the Agreement (including by way of downloading, copying, reproducing, adapting, publishing, selling, or distributing them) without our express written consent, which we may reject or grant at our own discretion, with or without conditions.

• (b) You will keep all RFQ Materials strictly confidential, except to the extent that they are already in the public domain (other than through a breach of the Agreement or any other obligation of confidence); and

• (c) You will respect and protect all rights, title and interest (including any intellectual property rights) in the RFQ Materials.

24.3 Protection of rights in the RFQ Materials

• (a) You acknowledge that you have no ownership rights or intellectual property rights relating to the RFQ Platform or the RFQ Materials other than as we specifically grant to you under these Terms and Conditions.

• (b) You may only view and use the RFQ Materials for your own personal use and may not copy, reproduce, republish, upload, repost, modify, transmit, distribute or otherwise use any part in any way for non-personal, public or commercial use without our prior written consent.

• (c) You undertake that you, without limiting any other restrictions, will not, and will not attempt to:

  • (i) tamper with, modify, adapt, translate, de-compile, reverse-engineer or otherwise alter any RFQ Materials in any way;

  • (ii) obtain or access any RFQ Materials for any purpose which is not contemplated in the Agreement the source code or object code of;

  • (iii) create derivative works based on any RFQ Materials, or combine or merge any RFQ Materials with or into any other software or documentation;

  • (iv) use any data mining, robots or similar data-gathering or extraction methods in respect of any RFQ Materials;

  • (v) gain unauthorised access to, make unauthorised use of or make use of any RFQ Materials for any illegal purpose (or any other purpose that is not contemplated in the Agreement); or

  • (vi) remove, erase or tamper with any copyright or proprietary notice printed or stamped on, affixed to, or encoded or recorded on any RFQ Materials.,

24.4 Third party actions

• (a) You acknowledge that we and/or other third parties may take legal action against you if you breach Clauses 24.2 and 24.3 at any time, or if we or such third parties suspect that you have done so. You may also be subject to other fines and penalties in any relevant jurisdiction(s). You undertake to notify us immediately if you become aware of any breach or that any action described in Clauses 24.2 and 24.3 is being perpetrated or attempted by another person.

• (b) You may also be required by us to notify the relevant third parties of any breach by you of any of the Agreement. You also authorise us to do so on your behalf.

Section 3: Custodian Arrangements

25. Introduction

25.1 Scope

This Section only applies to the Custodian Arrangements.

26. Arrangements with us and the Custodian

26.1 Custodian Arrangements

By opening and maintaining an Account with us, and transferring Virtual Assets to us or our service providers, you understand and agree that:

• (a) Virtual Assets will be deposited with and held on trust by the Custodian;

• (b) only Eligible Virtual Assets are permitted for use in connection with the Services. We retain sole discretion to determine when and if a Virtual Asset is an Eligible Virtual Asset, and you acknowledge and understand that such determination may take significant time, and that we are under no obligation to provide you with any reasons in respect of any determination;

• (c) Virtual Assets that are in your Account, or that the Custodian receives from you or holds on your behalf for safekeeping, are held in a client wallet address and kept separate from our assets;

• (d) we are not able to obtain access, custody or use of your Virtual Assets held by the Custodian for or on your behalf (including without limitation, for liens, pledges, collateral, on‐lending, marketing, trading or other improper commercial purposes);

• (e) the potential time required for the movement of Virtual Assets in or out of your Account may vary due to verification and/or control enhancement processes;

• (f) without prejudice to any other provision in the Agreement, we and/or the Custodian shall not be liable for any Loss (howsoever arising) in relation to the Custodian Arrangement, except in the event of for gross negligence, wilful default or fraud;

• (g) we and the Custodian, in compliance with the AML/CFT Requirements, are required to establish and implement adequate and appropriate policies, procedures and controls, including but not limited to verifying the legitimacy of the wallet address(es) and deploying tracking and surveillance tools (even on a distributed ledger technology);

• (h) all transfers (deposit or withdrawals) of Virtual Assets require proper registration of a wallet address, as applicable; and

• (i) under no circumstances shall the Custodian accept any third‐party deposit or third‐party transfers.

26.2 Registered wallet details

• (a) You may register a wallet address to be associated with your Account (the “Registered Wallet Address”). By registering a wallet address to your Account, you represent and warrant on an on-going basis that:

  • (i) you have sole ownership and control over the Registered Wallet Address, and no other person has or had control or ownership over the Registered Wallet Address; or

  • (ii) the Registered Wallet Address is controlled by a Virtual Asset Service Provider.

• (b) Upon your Instruction to register a wallet address to your Account, we will conduct verification and other checks to ensure that such Registered Wallet Address is acceptable, including in accordance with any AML/CFT Requirements. We reserve the right to reject any Registered Wallet Address which does not meet our requirements.

• (c) You must provide any supporting or verification documentation we require which can evident that such Registered Wallet Address is owned and controlled by you.

• (d) All deposits and withdrawals of Virtual Assets may only be made through a Registered Wallet Address associated with your Account.

• (e) You must keep the Registered Wallet Address up-to-date and current. You are responsible for immediately notifying us if such Registered Wallet Address is no longer controlled by you or a Virtual Asset Service Provider or if such Registered Wallet Address may no longer be used for making deposits and withdrawals in respect of your Account.

27. Source of Funds

• (a) You agree, represent, and warrant that all Virtual Assets which you transfer to your Account, and any Virtual Assets exchanged or to be exchanged by you in the future, are not the direct or indirect proceeds of any criminal, illegal or fraudulent activity. All your Virtual Assets involved in Virtual Asset Transactions are legally acquired and owned by you.

• (b) You are not allowed to receive funds in your Account from a sender other than yourself. We reserve the right to investigate the source of any funds in your Account and determine, in our sole discretion, how to handle their disposition. If we or any Governmental Authority determines that you are not the owner of such funds, we reserve the right to – or in order to comply with Applicable Laws must – dispose of these funds in accordance with Applicable Law and in our sole discretion, which may include returning them to the destination of their origin.

28. Deposit and withdrawal

28.1 Deposit

• (a) Subject to this Agreement:

  • (i) you may transfer Virtual Assets to the Custodian for the purpose of accessing Services in accordance with the instructions and steps we set out from time to time;

  • (ii) you will execute and deliver all necessary documents and take all necessary steps that we require in order to procure that, upon such transfer, all right, title and interest in and to any Virtual Assets shall vest in us, free and clear of any liens, claims, charges or Encumbrances or any of interest of you or any third party;

  • (iii) you acknowledge that the deposit address is not necessarily the wallet address which the Custodian uses to hold client assets and you have no rights or interest in respect of the deposit address or the amount of Virtual Assets that is recorded in or registered to the deposit address; and

  • (iv) we will record, in an Account, any amounts of Virtual Assets received by the Custodian for your account in connection with the Services, and for such purpose, any Virtual Assets received by the Custodian will be rounded down to the nearest eight (8) decimal places.

• (b) You must not attempt to transfer:

  • (i) Virtual Assets to the Custodian unless:

    • (A) you are the lawful owner of such Virtual Assets, or otherwise have the absolute right to sell, assign, convey, transfer and deliver the Virtual Assets;

    • (B) they are transferred in compliance with AML/CTF Requirements and FATF Guidelines, and are otherwise lawful; and

    • (C) they are free of any Encumbrance; and

  • (ii) anything else to us other than Virtual Assets.

• (c) You must deposit the correct Virtual Assets using the correct protocols we set out. We are not liable for any inaccuracies, omissions or other errors with respect to your deposit. In particular, without prejudice to the foregoing, we have no obligation to return any Virtual Asset that has been transferred to a deposit address that is controlled by or associated with us, in circumstances where (i) we do not support that Virtual Asset or the network or protocol pursuant to which it was transferred or (ii) the Virtual Asset has been transferred to the wrong deposit address.

28.2 Withdrawal

• (a) You may request us to transfer:

  • (i) Virtual Assets recorded in your Account (rounded down to the nearest eight (8) decimal places) to your Registered Wallet Address,

  in accordance with the instructions provided on the Website, and subject always to our discretion to accept or reject Instructions.

• (b) The potential time required for a withdrawal of Virtual Assets out of your Account may vary due to verification and/or control enhancement processes. We process withdrawals in accordance with our internal policies and procedures. Withdrawals may only be processed periodically.

• (c) Where Virtual Assets are transferred to a wallet address maintained and controlled by a Virtual Asset Service Provider, you acknowledge and agree that we may disclose any of your information (including your personal details) required to the Virtual Asset Service Provider in order to comply with any Applicable Laws, including the FATF Guidelines.

• (d) It is your responsibility to ensure that you provide us with the correct digital address details. For example, if you provide us with incorrect digital address details, or if you are unable to access the digital address provided, your Virtual Assets may be permanently lost.

• (e) Notwithstanding any other provision in the Agreement, we or the Custodian may suspend withdrawals in order to protect us, the Custodian or other users, or upon the occurrence of any Force Majeure Event or Network Event.

28.3 Safekeeping of Virtual Assets

• (a) Any Virtual Assets held by the Custodian on your behalf will be maintained in a segregated client wallet address established and maintained by the Custodian.

• (b) You understand and accept that:

  • (i) we are under no duty to return to you the Virtual Assets originally delivered to, or otherwise held by, us, but we will return assets of an identical type, and in the same nominal amount, of the relevant Virtual Assets to you; and

  • (ii) we may deposit, transfer, lend, pledge, repledge or otherwise deal with your Virtual Assets if:

    • (A) such action is for the settlement of a Virtual Asset Transaction;

    • (B) such action is for the settlement of Fees owed by you to us in respect of the applicable Services; or

    • (C) in accordance with your Instructions, subject to Applicable Laws.

28.4 Benefits arising for the Virtual Assets

We reserve sole discretion to determine whether to receive any distributions or benefits arising from your Virtual Assets

29. Returns

29.1 Return of Virtual Assets

• (a) We may, at our discretion, or as otherwise required by Applicable Law, FATF Guidelines or our internal policy (including where such Virtual Assets are determined not to be Eligible Virtual Assets), return:

  • (i) any Virtual Assets recorded in your Account (rounded down to the nearest eight (8) decimal places) to your last Registered Wallet Address or the wallet address where such Virtual Assets were transferred from,

  in each case only where we are permitted to do so by Applicable Laws, FATF Guidelines or our internal policy.

• (b) To the extent permissible under Applicable Law, we reserve the right to deduct a Fee in respect of the return of any Virtual Assets.

Appendix I: Risk Disclosure Statement

PLEASE READ THIS RISK DISCLOSURE STATEMENT CAREFULLY. IT CONTAINS IMPORTANT INFORMATION ABOUT THE RISKS ASSOCIATED WITH THE USE OF THE RFQ PLATFORM, SERVICES, AND YOUR ACCOUNT.

Introduction

The RFQ Platform is a digital platform that facilitates the exchange of goods and services between buyers and sellers. The Services provided by the RFQ Platform include the matching of buyers and sellers, and the processing of transactions between them.

All users of the RFQ Platform are subject to the terms and conditions of the RFQ Platform's User Agreement, which governs the use of the Services and your Account. The RFQ Platform's User Agreement contains important provisions regarding the use of the RFQ Platform and the Services, including limitations of liability, disclaimers of warranties, and the allocation of risk between the parties.

Risks Associated with the RFQ Platform

Market Risk: The prices of goods and services on the RFQ Platform are subject to fluctuations due to market conditions, including changes in supply and demand, changes in economic conditions, and changes in geopolitical conditions. These fluctuations can result in losses or gains for buyers and sellers.

Operational Risk: The RFQ Platform is subject to operational risks, including the risk of system failures, disruptions, and errors. These risks can result in delays, errors, or inaccuracies in the processing of transactions, which can result in losses for buyers and sellers.

Security Risk: The RFQ Platform is subject to security risks, including the risk of unauthorised access, hacking, and other cyber-attacks. These risks can result in the theft or loss of sensitive information, including personal and financial information, which can result in losses for buyers and sellers.

Legal and Regulatory Risk: The RFQ Platform is subject to legal and regulatory risks, including the risk of changes in laws and regulations affecting the use of the platform and the Services. These risks can result in increased compliance costs, litigation, and other legal or regulatory actions, which can result in losses for buyers and sellers.

Risks Associated with the Services

Counterparty Risk: The Services provided by the RFQ Platform involve transactions between buyers and sellers who are unknown to each other.

Liquidity Risk: The Services provided by the RFQ Platform involve the matching of buyers and sellers. In illiquid markets, matching can be difficult, which can result in delays, errors, or inaccuracies in the processing of transactions, which can result in losses for buyers and sellers.

Risks Associated with Your Account

Unauthorised Use: Your Account is subject to the risk of unauthorised use, including the risk of theft or loss of your login credentials. Unauthorised use can result in losses for you.

Unauthorised Transactions: Your Account is subject to the risk of unauthorised transactions, including the risk of fraudulent transactions. Unauthorised transactions can result in losses for you.

Technical Issues: Your Account is subject to technical issues, including the risk of system failures, disruptions, and errors. These risks can result in delays, errors, or inaccuracies in the processing of transactions, which can result in losses for you.

Conclusion

The risks associated with the use of the RFQ Platform, Services, and your Account are significant and should be carefully considered before using the RFQ Platform, Services or the Account. You should consult with your financial, legal, and other advisors to assess the risks associated with the RFQ Platform, Services, and your Account. By using the RFQ Platform, Services, and your Account, you agree to assume all risks associated with their use.