Terms of Business

1. The Terms

1. custodian or nominee services;
2. reception and transmission of orders;
3. execution of orders;
4. dealing on own account; and
5. placing of virtual financial assets.

The Licence remains valid, subject to ongoing compliance with applicable laws and regulatory requirements. As at the date hereof, Bequant conducts over-the-counter (“OTC”) services only, as permitted under the Licence, as specified in Annex 1 herein (the “Services”).

Bequant applied for authorisation under Regulation (EU) 2023/1114 on markets in crypto-assets (“MiCA”) on 29 July 2025. The application is currently under review, and Bequant continues to operate under the applicable transitional (grandfathering) regime until 30 June 2026.

Upon the granting of MiCA authorisation, the Licence shall be terminated, and Bequant shall thereafter be subject to the requirements of MiCA and Regulation (EU) 2022/2554 on digital operational resilience for the financial sector (“DORA”), as applicable.

1. any reference to “Bequant”, "we", "us", "our" and/or similar terms shall be construed as reference to Bequant Pro Limited; and
2. any reference to "you", "your" and/or similar terms shall be construed as reference to you, as the user of Bequant's Services.

By proceeding further, you consent to your data being shared with Bequant and other affiliated entities within the Bequant Group Companies for the purposes of compliance.

2. Interpretation

1. a policy or document is a reference to that policy or document as modified or replaced from time to time;
2. a Clause or schedule, unless the context otherwise requires, is a reference to a clause of or schedule to these Terms; and
3. words importing the singular include the plural and vice versa, and words importing a gender include all genders.

3. Registration and Eligibility

Where a natural person registers for the Services, such person must be at least 18 years of age and possess full legal capacity to enter into these Terms.

By accessing or using the Services, it is represented and warranted that such access or use does not violate any Applicable Laws.

4. Bequant's Services

5. Pricing, Costs and Fees

1. transaction-based fees;
2. spreads or pricing differentials;
3. fixed or periodic fees; and/or
4. any other fee arrangements as may be agreed from time to time,

and shall be disclosed to you in a clear, fair, transparent and non-misleading manner, in accordance with Regulation (EU) 2023/1114 (“MiCA”), including:

1. prior to the provision of the relevant Service (pre-contractual disclosure);
2. in a durable medium, including via fee schedules, terms and conditions, or service-specific disclosures made available through the platform or otherwise communicated; and
3. on an ongoing basis, where applicable, including any updates or changes to such fees.

Such disclosures shall include, where relevant, the amount or method of calculation of fees, the applicable currency, timing of charges, and any associated costs or charges.

6. Representations and Warranties

1. you have full power and authority to enter into and perform any transaction or activity in connection with the Services, and that any Digital Assets or fiat currency used are free from any charge, lien or encumbrance that would prevent their use or transfer;
2. you have relied only on information provided directly by Bequant in connection with the relevant Services and have not relied upon any representation or warranty given by any other person;

1. you will not attempt to trade or request settlement in unsupported Digital Assets, coins or tokens;
2. you will not disguise or attempt to disguise your location or identity through IP proxying or any other method intended to circumvent the Applicable Laws and Bequant's compliance requirements;
3. you will not use the Services:
   • in contravention of any Applicable Law and the Bequant Rules and Policies;
   • to engage in any activity that is unlawful, abusive, defamatory, obscene or that infringes intellectual property rights or breaches obligations of confidence;
   • to interfere with or attempt to interfere with the normal operations of Bequant or to introduce any virus, malware, or other harmful program; or
   • in any way which is not authorised or in breach of these Terms.
4. you shall be responsible for, and shall pay all applicable taxes arising in connection with the use of the Services in accordance with Applicable Laws;
5. you shall not engage in, attempt to engage in, or facilitate any activity that may result in or contribute to market abuse, including, without limitation, wash trading, pump-and-dump schemes, spoofing, layering, front-running, insider trading, or any other form of market manipulation as defined under Applicable Laws;
6. you shall comply with all applicable Policies, guidelines and procedures relating to market conduct and trading activities as may be communicated to you by Bequant from time to time (the “Internal Policies”), as it may be communicated to you from time-to-time;
7. you shall immediately report to Bequant any observed or suspected market manipulation or other activities prohibited by the Applicable Law or the Internal Policies or the Bequant Rules, whether conducted by yourself or others, to the extent permissible under the Applicable Law;
8. you shall not use the Services, or facilitate any transaction, in a manner that results in or contributes to dealings with any individual, entity or jurisdiction subject to applicable sanctions or restrictive measures imposed by any competent authority, including, without limitation:
   • persons or groups involved in terrorism and terrorist financing, such as the Islamic State in Iraq and the Levant (Da'esh), Al-Qaida, the Taliban, and any individuals or entities designated by the United Nations Security Council (the “UN Consolidated List”) or the United Arab Emirates (the “Local Terrorist List”);
   • persons involved in financing the proliferation of weapons of mass destruction (WMDs), including:
     • Democratic People's Republic of Korea, related to nuclear, other WMD, and ballistic missile programs;
     • Islamic Republic of Iran, related to nuclear programs;
     • Any other sanctions lists, issued by competent authorities such as the United Nations Security Council, European Union, the Monetary Authority of Singapore, Hong Kong Monetary Authority, Hong Kong Customs and Excise Department, or the U.S. Office of Foreign Assets Control.

7. Anti-Money Laundering, Sanctions and Limitation to Our Services

If you become aware or suspect that any funds or Digital Assets are connected with unlawful activity or are otherwise non-compliant, you shall promptly notify Bequant at [email protected].

1. your residency or presence in a prohibited country; and/or
2. changes to applicable laws or sanctions regimes; and/or
3. circumstances beyond Bequant's reasonable control.

8. Security

9. Limitation of Our Liability

• •any incidental, indirect, special, punitive, consequential, or similar damages (including, without limitation, damages for loss of data, information, revenue, profits, business opportunities, or other financial benefits), whether or not foreseeable;
• •any loss of anticipated trading profits or trading opportunities, including any actual or hypothetical trading losses;
• •any loss of or damage to reputation or goodwill, any loss of business or opportunity, customers or contracts, any loss or waste of overheads, management or other staff time; or any other loss of revenue or actual or anticipated savings;
• •any loss of use of hardware, software or data and or any corruption of data; including but not limited to any losses or damages arising out of or relating to any inaccuracy, defect or omission of digital currency price data; any error or delay in the transmission of such data; and or any interruption in any such data;
• •the general risks of entering into the Services are described in Risk Disclosure Statement;
• •the acts, omissions, default or insolvency of any third party, including any counterparty, service provider, bank, exchange, broker, custodian or nominee;
• •your decision to transfer or direct Digital Assets or fiat funds to any third party, custodian, exchange or address;
• •your reliance on any information relating to Digital Assets, markets or trends, even if provided by Bequant, which is provided for informational purposes only and does not constitute investment, financial, legal or tax advice;
• •any delay, refusal, suspension or rejection of any transaction or activity where Bequant reasonably considers such action necessary;
• •any illegal instructions or communications submitted through your designated channels, including unauthorised instructions or any refusal by Bequant to act on unauthorised instruction;
• •any Force Majeure Event, network event or the Event of Default;
• •any other Loss, which does not stem directly from our breach of these Terms;
• •any interruption, delay, suspension, discontinuance or failure of the Services, which does not stem directly from our breach of these Terms;
• •any refusal to process or authorise, or any reversal of, any transaction for any reason, which does not stem directly from our breach of these Terms;
• •your inability to effect or complete any transaction due to system maintenance or breakdown or non-availability of the website, network, our hardware or software or that of any third parties, which does not stem directly from our breach of these Terms;
• •any unauthorised or ineligible use of the Services contrary to these Terms;
• •our compliance with the Applicable Laws and/or court orders;
• •any inability to access or use the Services due to system maintenance, technical issues, or unavailability of systems or third-party infrastructure, which does not stem directly from our breach of these Terms; and/or
• •any termination or suspension of these Terms in line with its terms and//or Applicable Law's requirements.

This Clause 9.2 shall apply regardless of whether such Loss was foreseeable, except to the extent that such Loss is finally determined by a court of competent jurisdiction to have resulted directly from Bequant's gross negligence, fraud or wilful misconduct.

This limitation shall not apply to liability arising from fraud, wilful misconduct or gross negligence, or to any liability which cannot be excluded or limited under Applicable Law.

10. Your Liability

11. Data Protection

12. Termination, Restriction and Suspension of Services

1. Bequant determines, acting reasonably and in accordance with its legal and regulatory obligations, that your access to or use of the Services is, or may be, in breach of Applicable Laws (including, without limitation, anti-money laundering, counter-terrorist financing, sanctions or market abuse requirements), these Terms or the Bequant Rules;
2. it becomes or may become (in our reasonable opinion) contrary to the Applicable Laws for either party to maintain or give effect to all or any of the obligations under these Terms;
3. Bequant is required or requested by any competent authority (including any regulatory, supervisory or governmental authority), to restrict, suspend, terminate or otherwise intervene in the provision of the Services or any related transaction or activity;
4. Bequant determines, acting reasonably and proportionately, that such action is necessary to comply with its obligations under Regulation (EU) 2023/1114 (“MiCA”), Regulation (EU) 2022/2554 (“DORA”), or any other Applicable Laws, including in order to preserve market integrity, ensure orderly operations, or mitigate legal, regulatory or operational risk;
5. you have engaged, or Bequant reasonably suspects that you have engaged, in any unfair, abusive, fraudulent or unlawful conduct in connection with the Services;
6. any authorisation, licence, approval or registration required for your activities is suspended, revoked or otherwise materially restricted;
7. you are, or are reasonably considered likely to become, unable to meet your obligations as they fall due, or you become subject to any insolvency, liquidation, administration or analogous proceedings, or propose any arrangement with creditors;
8. any receiver, administrator or similar officer is appointed in respect of your assets, or proceedings are commenced in relation thereto;
9. we consider it reasonably necessary or desirable, in our sole discretion, to suspend or cancel any Srvice in order to maintain market integrity, comply with risk management standards, or protect the safety and interests of Bequant, its clients, or third parties;
10. you have, or we reasonably believe you have, acted in an unfair, abusive, or unlawful manner in connection with the Services;
11. you become unable to meet your obligations as they fall due (including failure to pay fees, charges, or settlement amounts when requested), or you enter into liquidation, insolvency, administration, or a similar proceeding, or propose an arrangement with your creditors.

Upon the occurrence of an Event of Default, Bequant may, to the extent permitted under Applicable Law and acting in a proportionate and non-discriminatory manner, without prior notice where justified:

1. suspend, restrict or terminate your access to, or use of, the Services (in whole or in part);
2. refuse, suspend, cancel or, where applicable, unwind any transaction or activity in connection with the Services;
3. withhold, delay, net or set-off any amounts or assets otherwise due; and/or
4. take any other action reasonably necessary to comply with the Applicable Laws or to mitigate or prevent adverse consequences to Bequant, the Services, or any third party.

13. Intellectual Property

14. Term and Termination

• •you provide incorrect, incomplete, or misleading information, or make a representation or warranty that proves to be incorrect or misleading;
• •you act fraudulently or dishonestly, or Bequant reasonably believes that the transaction is fraudulent, erroneous, or unlawful;
• •you repudiate or otherwise reject these Terms or any executed OTC trade;
• •in our opinion, an event occurs which is likely to have a material adverse effect on your ability or willingness to comply with your obligations under these Terms;
• •you or your authorised representatives become subject to a regulatory or governmental investigation or proceeding;
• •assets you use for settlement become subject to enforcement, seizure or expropriation;
• •you are convicted of a financial, tax, or other crime in any jurisdiction;
• •you nd/or any of your authorised representatives or any person or entity controlling, controlled by, or under common control with you becomes the subject of economic or financial sanctions, or is listed on any applicable sanctions list issued by the United Nations, European Union, United Kingdom, United States, or any other relevant authority.
• •we consider, in our discretion, that the Services are being used in an irregular, abusive, or improper manner;
• •you fail to provide information or documentation requested under these Terms or as required by the Applicable Laws;
• •you have been inactive for three (3) consecutive weeks or more.

15. Feedback and Complaints Policy

16. No Advice

17. Bank

18. Tax

19. Miscellaneous

• •the relationship between you and us;
• •the Services provided by Bequant; or
• •any other matter,

gives rise to any fiduciary, trustee or equitable duties on our part in your favor. In particular, there are no duties that would oblige us to accept responsibilities more extensive than those set out in these Terms or which prevent or hinder us in carrying out any of the activities contemplated by these Terms.

• •The seat, or legal place, of arbitration shall be London.
• •The language to be used in the arbitral proceedings shall be in English.
• •Where the LCIA decides that the case is suitable for determination by a sole arbitrator, the Parties and the arbitrator shall endeavor to conclude the proceedings within six (6) months of the transfer of the file to the tribunal.

Bequant Confidential Information:

You agree and undertake not to disclose, share, or otherwise make available to any third party any confidential information related to Bequant and/or Bequant Group Companies, including but not limited to its corporate and internal structures, business models, business operations, employees, partners, advisors, affiliates, financial information, agreements (including drafts), email correspondence, telegram correspondence, data from Bequant's platfrom and context of negotiations, platform and Account's interfaces, the fact of existence of negotiations or contractual relationship with Bequant and any non-public details relating to Bequant's activities (“Bequant's Confidential Information”) without the prior written consent of Bequant.

This obligation shall not apply to the extent that disclosure is required by the Applicable Laws, regulations or a valid order of a court or other competent authority, provided that (to the extent legally permissible) you notify Bequant promptly prior to such disclosure and cooperate with Bequant and/or Bequant Group Companies in seeking confidential treatment or other appropriate protective measures.

This obligation shall survive the termination of the Terms for a period of three (3) years.

Your Confidential Information:

Bequant collects and stores your personal and confidential information and private data in accordance with Privacy Policy (“Your Confidential Information”). We treat Your Confidential Information with due confidentiality and in compliance with applicable data protection laws, including the General Data Protection Regulation (GDPR).

You have the right to request the erasure of Your Confidential Information, as outlined in our Privacy Policy. We will comply with such requests subject to any applicable legal exceptions and data retention obligations required by the Applicable Laws and/or regulations.

You expressly authorize us to disclose Your Confidential Information to third parties as set out in these Terms, including but not limited to cases:

• •where it is necessary for the provision of our services under these Terms;
• •in order to verify you for a third party, such as a referral partner;
• •for the purpose of conducting our AML/KYC checks;
• •if you give us written authorization for other cases;
• •in order to comply with any request or order by any government agency or competent court; and/or
• •as described in our Privacy Policy as published on our Website.

By entering into these Terms, You expressly consent to such disclosures.

Annex 1 — Services Description

Bequant may make changes to the terms of Annex 1 (or any terms or information incorporated by reference) at any time by updating the terms of Annex 1 on our website and your continued use of the Services and acceptance of these terms in Annex 1 constitutes your express consent to any such changes.

Any capitalized terms used but not defined in this Annex 1 shall have the meaning given to them in the Terms between the Parties.

A. Current Services (Pre-MiCA — VFAA Transitional Regime)

Bequant Pro Limited operates under a Class 3 Virtual Financial Assets (VFAA) Licence (No. VFA/06) until the earlier of (i) 30 June 2026; and (ii) the date on which authorisation under Regulation (EU) 2023/1114 on markets in crypto-assets (“MiCA”) becomes effective.

Currently, Bequant offers OTC Services on the following terms:

OTC Trading

1. Interpretation

In these Terms:

2. Price

3. Price Request, Bequant Quote and OTC Order

4. OTC Transactions

1. Bequant determines that one or more of the Prices at which one or more of the OTC Transactions are executed differs materially from the prevailing market price for the relevant OTC Transaction(s) at such time, or are otherwise erroneous in nature (including without limitation inadvertently presenting a bid price as an offer price or vice versa), due to the transmission of one or more incorrect Prices by Bequant and/or in the event of extreme market volatility;
2. Bequant has reason to believe that you have executed the OTC Transaction with improper intent or determines that there may be suspected market manipulation, including (without limitation), capitalising on opportunities where the executable price of the OTC Transaction does not reflect prevailing market rates, or taking unfair advantage of the way in which Bequant offers prices; or
3. Bequant reasonably suspects that an OTC Transaction is connected with money laundering, terrorist financing, fraud, sanctions evasion, or any other unlawful or improper activity, or that it may otherwise give rise to material regulatory or reputational risk for Bequant,

then, in each case, Bequant is authorised by you (without any payment or penalty due by either Bequant or you and provided that such action is in compliance with Applicable Law) to either:

• •cancel/void such OTC Transaction(s) and treat such OTC Transaction(s) as if they had never been entered into; or
• •amend the Price(s) of such OTC Transaction(s) (upon notice from Bequant to you of the amended Price(s)) to reflect the prevailing market price(s) as at the relevant time, as determined by Bequant by reference to an available source for fair market pricing.

5. Settlement

1. where you are acting as purchaser of the OTC Transaction, you shall deliver a payment equal to the Purchase Price to Bequant or its designee by transfer of immediately available funds or Digital Assets to designated accounts or wallets (as notified between the parties from time to time) within a specific timeframe as instructed by Bequant; or
2. where you are acting as seller of the OTC Transaction, you shall deliver the Sold Digital Assets to Bequant or its designee by transfer of immediately available Digital Assets to designated wallets (as notified between the parties from time to time) within a specific timeframe as instructed by Bequant.

1. where you are the purchaser of the OTC Transaction, deliver, or direct its designees to deliver, the Purchased Digital Assets to you by transfer of immediately available Digital Assets to designated wallets as notified between the parties from time to time; or
2. where you are the seller of the OTC Transaction, deliver, or shall direct its designees to deliver, a payment equal to the Sale Price to you by transfer of immediately available funds or Digital Assets to designated accounts or wallets as notified between the Parties from time to time.

6. Default

1. cancel, liquidate and terminate any OTC Transaction that has not yet settled and require you to pay Bequant an amount reasonably determined by Bequant to compensate it for any and all Losses in connection with such OTC Transaction, including any Cost incurred as a result of Bequant terminating, liquidating, obtaining or reestablishing any hedge or related trading position;
2. set off and net any obligations of Bequant to you against any obligations of you to Bequant;
3. terminate any or all of Bequant's obligations for future performance to you; and
4. take such other actions as Bequant, in its sole discretion, deems necessary or appropriate for its protection, all without notice or advertisement.

7. Representations

1. you acknowledge and agree that when entering into an OTC Transaction, you will be transacting for your own account, and in an arm's-length role in relation to Bequant and you are not acting as agent on behalf of anyone else. Bequant's duties and obligations under this Agreement and any OTC Transaction shall be solely to you and, unless expressly agreed otherwise, Bequant accepts no duties, obligations or responsibilities to any other party, regardless of whether Bequant is made aware of any such third-parties;
2. you are the lawful owner of the Sold Digital Assets which you sell, transfer and deliver through Bequant or its designee under any OTC Transactions and such Sold Digital Assets are free and clear of any and all security interests, liens, pledges, claims (pending or threatened), charges, escrows, encumbrances or similar rights. Also, you have the absolute right to sell, assign, convey, transfer and deliver such Sold Digital Assets;
3. you are the lawful owner of your wallets and accounts which are owned and operated solely for your benefit, and no other person has any rights, titles or interests in any of your wallets and accounts;
4. you are capable of assessing the merits of and understanding (on your own behalf or through independent professional advice), and understand and accept the risks and the terms and conditions of the relevant OTC Transaction and are capable of assuming, and assume, the risks of that OTC Transaction;
5. you have made your own independent decisions to enter into the relevant OTC Transaction and as to whether the OTC Transaction is appropriate and proper for you based on your own judgment and upon advice from such advisors as you have deemed necessary; and
6. you are not relying on any communication (written or oral) made by or on behalf of Bequant as investment advice or as a recommendation to enter into the OTC Transaction, it being understood that information or explanations in relation to the terms of an OTC Transaction shall not be considered as investment advice or a recommendation to enter into that transaction. Bequant is not acting as your fiduciary or adviser in connection with that OTC Transaction.

8. Limitation of Liability

B. Post-MiCA Services (Upon Authorisation)

Bequant is authorised under its MiCA licence to provide the following Services:

a. exchange of crypto-assets for funds:

Direct conversion between crypto-assets and fiat currencies (including EUR, USD, GBP and others) via over-the-counter (“OTC”) execution, including stablecoin-to-fiat pairs and transactions conducted on a principal or agency basis.

The OTC Trading provisions set out above shall apply, mutatis mutandis, to such transactions.

b. exchange of crypto-assets for other crypto-assets:

Direct exchange of crypto-assets for other crypto-assets, including spot conversions between supported Digital Assets via OTC execution.

The OTC Trading provisions set out above shall apply, mutatis mutandis, to such transactions.

The OTC Trading provisions set out above shall apply, mutatis mutandis, to such transactions.

c. execution of orders on behalf of clients:

The execution of orders on behalf of clients, including the execution of transactions in supported crypto-assets pursuant to instructions received, whether on a principal, matched principal basis, and through such execution channels (including over-the-counter (“OTC”) arrangements or third-party liquidity venues) as may be made available by Bequant from time to time.

The OTC Trading provisions set out above shall apply, mutatis mutandis, to such transactions.

d. reception and transmission of orders on behalf of clients:

Reception and transmission of orders on behalf of clients, including the receipt of instructions in relation to crypto-assets and the transmission of such orders to third-party execution venues, counterparties or service providers for execution, in accordance with applicable laws and Bequant's order handling arrangements.

The OTC Trading provisions set out above shall apply, mutatis mutandis, to such transactions.

e. custody and administration of crypto-assets on behalf of clients:

Custody and administration of crypto-assets on behalf of clients, including the safeguarding, holding and administration of such crypto-assets through approved third-party custodians or custody partners, in accordance with Applicable Laws and Bequant's custody arrangements.

f. transfer services for crypto-assets on behalf of clients:

Transfer services for crypto-assets on behalf of clients, including the transfer of supported crypto-assets from one distributed ledger address or account to another on behalf of clients.

Notwithstanding the foregoing, Bequant may, at its sole discretion, elect to provide any of the Services, in whole or in part, and may decline, suspend or discontinue any Service at any time, subject to applicable laws and regulatory requirements.