BEQUANT PRO LIMITED
TERMS OF BUSINESS
Before signing up to these Terms of Business, you should be aware that the risk of loss in trading or holding Digital Assets is substantial. The value of Digital Assets can be subject to extreme volatility.
Bequant reminds you to carefully read and fully understand these Terms. Unless you accept all the Terms, you shall not be entitled to use the Digital Broking Services. You are responsible for checking our website periodically in order to review the current version of the Terms. Please contact us if you have any questions.
1. THE TERMS
1.1. These Terms constitute a legally binding agreement between you and Bequant Pro Limited, a private limited company incorporated in Malta, registered company number: C88065, with its principal place of business at the Core, Valley Road, Msida, MSD9021, Malta. Bequant Pro Limited is authorised and regulated by the Malta Financial Services Authority for the provision of virtual financial asset services to experienced investors with Class 3 VFAA Licence.
1.2. For the purposes of these Terms:
1.2.1. any reference to “Bequant”, "we", "us", "our" and/or similar terms shall be construed as reference to Bequant Pro Limited; and
1.2.2. any reference to "you", "your" and/or similar terms shall be construed as reference to you, as the user of Digital Broking Services.
1.3. These terms of business together with the schedules hereto, all policies (including the Privacy Policy) and additional terms, including but not limited to the Master Digital Asset Loan Agreement, as amended from time to time (collectively the “Terms") set out the basis on which Bequant will provide the Digital Broking Services. We will treat your access to and use of our Digital Broking Services as ongoing acceptance of the Terms (as amended from time to time).
1.4. Please read these Terms carefully before you access or use the Digital Broking Services. By signing up to, accessing or using the Digital Broking Services, you agree that you have carefully read, understood and agreed to all of the Terms.
1.5. It is your responsibility to comply with any rules and regulations applicable to you in your country of residence, incorporation or registered office and/or country from which you access the Digital Broking Services, as applicable.
1.6. These Terms may be modified, changed or updated by us from time to time. Any amendments to these Terms will be either displayed on our websites including but not limited to on bequant.pro, or otherwise communicated to you in accordance with Applicable Law. Subject to Applicable Law, by continuing to access or use Bequant’s Digital Broking Service following any amendment to the Terms will be deemed to constitute your agreement to the amended Terms. If you do not agree with the amendments, you may terminate the Terms in accordance with clause 16. You must ensure that you stay abreast of any amendments or updates during use of the Digital Broking Services. Should you have any questions concerning these Terms, please contact [email protected].
2. INTERPRETATION
2.1. In these Terms:
2.1.1. “Airdrop” has the meaning given to it in Clause 10.5.
2.1.2. "Applicable Law" means any and all applicable laws, statutes, rules, regulations, circulars, policies and procedures, orders or determinations of any regulatory or governmental authority, interpretations of any relevant exchanges and markets in which we may elect to hedge any trades; and any other applicable regulatory, self-regulatory or governmental authority requirements from time to time.
2.1.3. “Authorised Fiat Accoun” means the verified Fiat account with a regulated credit institution, electronic money institution or payment service provider in your jurisdiction or a jurisdiction acceptable to us to and from which deposits and withdrawals will be made under these Terms.
2.1.4. “Authorised Person” means any person that you authorise (either alone or collectively) and Bequant approves to act on your behalf in giving Instructions, operating the Bequant Account or performing any other act in connection with the Terms.
2.1.5. “Bequant Account” means any account created by Bequant for you upon registration with Bequant to receive the Digital Broking Services.
2.1.6. “Bequant Group Companies” refers to the following entities:
(a) Bequant Holding Limited, incorporated in Malta with company number C87895;
(b) Bequant Pro Limited, incorporated in Malta with company number C88065;
(c) Bequant Servicing Limited, incorporated in the UK with company number 11518450; and
(d) Bequant Prime Limited, incorporated in Seychelles with company number 218593;
2.1.7. "Bequant Rules" refers to these Terms and other guides, agreements or terms, rules, implementation rules, product procedure descriptions, announcements and other related matters that are published from time to time by Bequant or otherwise made available to you.
2.1.8. “Business Day” means any day on which Bequant is open for business.
2.1.9. “Costs” include costs, fees, charges, disbursements and/or expenses, including those arising in connection with:
(a) Digital Asset networks or blockchains underlying a Digital Asset; and
(b) engagement of third-party service providers (on a full indemnity basis) including legal advisers, trustees, or any agent, delegate nominee, custodian or sub-custodian appointed by us.
2.1.10. “Custody Services” means the safeguarding of asset services provided by Bequant governed by a separate agreement entered into by Bequant and you.
2.1.11. “Deposit” has the meaning given to that expression in Clause 6.5;
2.1.12. “Deposit Address” has the meaning given to that expression in Clause 6.4;
2.1.13. "Digital Assets" means the coins, stablecoins, tokens or other digital assets that are permitted to be offered by Bequant from time to time as specified by Bequant.
2.1.14. “Digital Asset Lending” means services provided by Bequant or our affiliate, under a Master Digital Asset Loan Agreement.
2.1.15. “Digital Broking Services” means the services provided by Bequant, including but not limited to, Custody Services, Transfer Services, Digital Asset Lending and OTC Trading.
2.1.16. “Events of Default” means the events outlined in Clause 14.1.
2.1.17. “Exchange” means an exchange for cryptocurrencies and other digital assets operated by a third party to which Bequant has access.
2.1.18. “Fiat” means non-digital currencies issued by central banks pursuant to government regulation.
2.1.19. “Fiat Bank” means a third-party custodian bank which holds your Fiat.
2.1.20. “Force Majeure Event” means any event that is beyond our reasonable control and prevents us or delays us from performing our obligations under these terms, including: (a) acts of God (including earthquake, fire, explosion, flood, tornadoes, hurricanes, epidemics, pandemic, drought or other natural disasters); (b) acts of war and terrorism, declared or undeclared; (c) civil disorder (including any act of a public enemy, sabotage, malicious damage, terrorism or civil unrest); (d) embargoes (including confiscation, nationalisation, requisition, expropriation, prohibition, restraint or damage to property by or under the order of any government or government authority); (g) labour disputes (including strikes, blockades, lock out or other industrial disputes); (h) failure or interruption in the internet, public and private communications networks and facilities, communication channels or information systems, or other infrastructure, systems, operations or of equipment relevant to the provision of the Digital Broking Services; (i) viruses, malwares, other malicious computer codes or the hacking of any part of the Digital Broking Services; (j) delay, failure, suspension or interruption in, or unavailability of, third party services and sites; (k) acts or omissions of acts of a party for whom we are not responsible; (l) data breaches or data-processing failures; (m) adoption of or any change in Applicable Law, or the promulgation of or any change in the interpretation in Applicable Law by any relevant government agency, or the public statement or action by any government agency or its official or representative thereof acting in an official capacity; (n) an event which significantly disrupts the market, which could include (but is not limited to) the premature close of trading in the market of a Digital Asset, excessive movements in the price, supply or demand of a Digital Asset, whether regulated or unregulated, that our Digital Broking Services relate; (o) the abandonment or failure of any instrument that we use to make our quotes; or (p) liquidity providers not providing, or being unable to provide liquidity to us. Liquidity describes the degree to which a Digital Asset can be quickly bought or sold at a price reflecting its appropriate value
2.1.21. “Fork” means changes in operating rules of the underlying protocols of a Digital Asset that may result in: (a) more than one version of that Digital Asset; (b) material changes in the value, function, and/or the name of a Digital Asset; and/or (c) Bequant holding an amount (which may be an identical amount) of Digital Assets associated with each forked network, in each case as determined by us in our sole discretion.
2.1.22. “Instruction” means an instruction from you to Bequant in relation to the Digital Broking Services, your Bequant Account or any services under these Terms.
2.1.23. “Internal Policies” has the meaning given to that expression in Clause 12.2.6.
2.1.24. “Loss” includes any direct, indirect or consequential loss, damage, expense, demand, claims, liabilities, judgments, fines, penalties (whether civil, criminal or other) and amounts paid or payable in settlement, including, without limitation, all interest, assessments and other charges paid or payable in connection with or in respect of any of the foregoing and Costs of any kind.
2.1.25. “Master Digital Asset Loan Agreement” means the loan agreement entered into between you and Bequant for the provision of Digital Asset loans.
2.1.26. “Network Event” in relation to a Digital Asset means: (a) a Fork, Airdrop or other event which results in the generation of new or alternate virtual assets from an existing Digital Asset, and which creates rights of an existing Digital Asset holder to receive or otherwise control the newly created virtual assets immediately after the Network Event; or (b) any event in respect of any protocol underlying a Digital Asset, which is external to us, and results in loss of control or ownership of Digital Assets held by Bequant or you, including any consensus by a relevant network protocol to fail to honour or record an executed Order on the network, or to revert any executed Order previously honoured or recorded on the network.
2.1.27. “Order” means an off-exchange OTC order or any further type of order that Bequant makes available to you as part of the Digital Broking Services.
2.1.28. “OTC Trading” means the over-the-counter services provided by Bequant in accordance with Schedule 1 hereto.
2.1.29. “Prime Brokerage” means the services provided by Bequant in accordance with Schedule 2 hereto.
2.1.30. "Tax" means any form of taxation, levy, duty, charge, contribution, withholding or impost of whatever nature (including any related fine, penalty, surcharge or interest) imposed, collected or assessed by, or payable to, a Tax Authority.
2.1.31. "Tax Authority" means any government, state, municipality or any local, state, federal or other fiscal, revenue, customs or excise authority, body or official anywhere in the world including, without limitation, HM Revenue & Customs.
2.1.32. “Third-Party Service Provider” means an entity providing services (including but not limited to sub-custodians) and such entity is not part of the Bequant Group Companies.
2.1.33. “Transaction” means any and all Digital Broking Services and/or transactions, which Bequant may be carrying out with or for you in accordance with these Terms.
2.1.34. “Transfer Services” means the transfer of crypto-assets from one distributed ledger address or account to another on behalf of clients in connection with the Custody Services and governed by a separate agreement between Bequant and you.
2.1.35. “Withdrawal” has the meaning given to that expression in Clause 7.3.
2.1.36. “Withdrawal Address” has the meaning given to that expression in Clause 7.3.
2.1.37. “Withdrawal Policies” has the meaning given to that expression in Clause 7.6.
2.2. In these Terms, a reference to:
2.2.1. a policy or document is a reference to that policy or document as modified or replaced from time to time;
2.2.2. a clause or schedule, unless the context otherwise requires, is a reference to a clause of or schedule to these Terms.
2.3. The headings in these Terms are for convenience only and do not affect the meaning or interpretation of any provision of the Terms.
3. REGISTRATION AND ELIGIBILITY
3.1. For legal persons intending to register as an institutional customer, you must designate a representative who is a natural person aged 18 years of age or older with sufficient capacity and authorisation to accept these Terms and trade Digital Assets. You certify that your institution’s access to or use of Bequant does not violate any Applicable Laws
3.2. You certify that all of the information you have provided during the registration of your Bequant Account is accurate and complete. It is your responsibility to update and maintain any changes to that information by notifying us of any changes.
3.3. On registration you are required to enter an email address and a password. You will not allow any other person to share your e-mail address and/or password or otherwise provide any other person access to the Digital Broking Services who is not duly authorised, in accordance with these Terms.
3.4. When you register your Bequant Account, you will be obliged to indicate that you have read, understood and accepted these Terms. You will not be allowed to complete your registration unless you indicate your acceptance to these Terms and any other terms and conditions that may apply.
3.5. Bequant reserves the right to, at its sole discretion, refuse to register a Bequant Account for you, or to limit the number of Bequant Accounts that you may hold or restrict services for users based in certain jurisdictions.
4. BEQUANT SERVICES
4.1. Bequant provides you the use of a Bequant Account, for the purposes of storing, tracking, transferring, managing balances of and trading supported Digital Assets.
4.2. Bequant provides you with the Digital Broking Services in accordance with the Terms.
4.3. Some of the provisions in the Terms only apply to certain Digital Broking Services. If you do not use those Digital Broking Services, then those provisions will not be a part of your Terms with us.
4.4. You should read Clauses, as well as the Schedule(s) that apply to the Digital Broking Services that you use, as follows:
Clauses 1-21: applies to all customers of Bequant
Schedule 1: applies if you use OTC Trading Services
Schedule 2: applies if you use Prime Brokerage Services
4.5. The use of the Custody Services and/or the Transfer Services will be governed by a separate agreement entered into between Bequant and you.
5. FIAT DEPOSITS AND WITHDRAWALS
5.1. Bequant, either itself or through its affiliates, accepts direct transfers of USD (United States Dollar), EUR (Euro) and GBP (British Pound Sterling) and any other currency we may accept from time to time as notified to you via the Bequant Platform. Once your Fiat currency has been accepted on the Bequant platform you can exchange it to your cryptocurrency of choice, subject to availability on the Bequant platform and provided that they are supported cryptocurrencies by Bequant. The list of cryptocurrencies we offer for spot purchases with Fiat currency are as set out on our Bequant platform from time to time.
5.2. Bequant will only accept payments of Fiat currency made from your Authorised Fiat Account in your name. No third-party transfers will be permitted. The Authorised Fiat Account is the bank or payment service provider that you listed during your account verification process unless you have duly notified us of the change in advance according to our procedures notified to you from time to time or on request.
5.3. Should you make a payment from an unauthoriszed Fiat account we reserve the right to return the money net of any associated transaction fees, unless otherwise required by Applicable Law.
5.4. Bequant will only accept Fiat currency deposit and withdrawal requests from fully verified users. Authorised Fiat Account details (and any changes) are subject to verification by Bequant.
5.5. Bequant may determine at its sole discretion the manner of Authorised Fiat Account verification which will be notified at the time of onboarding. Bequant reserves the right to:
5.5.1. require re-verification at any time; and
5.5.2. alter the manner of re-verification at any time.
5.6. It is your responsibility to ensure that you are transferring any Fiat currency funds to the account provided by Bequant. Fiat account details along with payment instructions can be found on the Bequant platform.
5.7. You assume the risk that any payment transfer of Fiat currency may be blocked, delayed or suspended by a transmitting or receiving bank, electronic money institution or payment service provider and the risk of bank, electronic money institution or payment service provider insolvency. You acknowledge and assume the risk that you may not meet your obligations under these Terms and that you may not meet any margin or other call as a result, and Bequant accepts no liability for late payments even if Bequant has been advised to expect receipt of funds.
6. DIGITAL ASSETS DEPOSITS
6.1. Before transferring Digital Assets into your Bequant Account (“Deposit“), you must read and comply with the deposit rules for the Bequant Account applicable for each type of Digital Assets. Not complying with the rules of the Bequant Account may result in the forfeiture of your Digital Assets. You should not use Bequant Account to store Digital Assets that are not supported by Bequant and Bequant assumes no responsibility or liability for any attempted use or storage of unsupported Digital Assets on the Bequant platform. You can find a list of supported Digital Assets from the Bequant platform.
6.2. Deposits are made to your Bequant Account following the procedures notified to you from time to time on the Bequant platform.
6.3. Deposits are subject to any minimum or maximum limits applied by us from time to time.
6.4. We will provide your Bequant Account with one or more applicable deposit addresses (each a “Deposit Address”), unless otherwise restricted under these Terms (and may, from time to time, allow for the use of more than one Deposit Address in respect of any Digital Asset, at our discretion).
6.5. When you make a Deposit:
6.5.1. in order for such Deposit to be effective, it must be free from all liens, claims, charges and encumbrances;
6.5.2. immediately prior to each such Deposit, you represent and warrant that:
(a) you are the legal and beneficial owner of any and all Digital Assets that you transfer to the Deposit Address;
(b) you have the full and unqualified right to transfer the relevant amount of Digital Assets to the Deposit Address; and
(c) the Digital Assets you transfer to the Deposit Address are not derived from or obtained as a result of any breach of Applicable Laws or the proceeds of crime (including any proceeds arising from drug trafficking, corruption, financing of terrorism or money laundering or transactions that violate sanctions), and the transfer does not constitute a breach of any Applicable Laws.
6.6. We will typically credit each Deposit after receiving at least one confirmation of the transfer and credit to the Deposit Address on the relevant blockchain, but more than one confirmation may be necessary, and we do not guarantee that a transfer will be credited within any defined number of confirmations or that any given block will be processed simultaneously with any blockchain confirmation; in particular, without limitation, we may, at our discretion (i) credit a Deposit prior to confirmation on the relevant blockchain or (ii) require additional confirmations or conditions with respect to any Deposit, in particular (without limitation) where we believe that blockchain consensus is in doubt;
6.7. When we determine that such transfer is effective, we will increase your Bequant Account balance by an amount that is equivalent to the amount of Digital Assets transferred to the Deposit Address net of any applicable transaction fees (including, without limitation, any applicable mining fees);
6.8. Your Bequant Account balance is not your wallet. Your Bequant Account balance is the balance of Digital Assets that we reflect in our books and records as credited to your Bequant Account. Amounts stated as being credited to or deducted from your Bequant Account balance means that such amounts will be added to or deducted from the balance which Bequant reflects in its books and records as available to be used by you in respect of the Services.
6.9. You agree that it is your responsibility to ensure that Instructions, Orders or transactions sent to us are well-formatted, clear and denominated in the correct Digital Assets. In particular, you must transfer the correct Digital Assets to the Deposit Address. We are not liable for any inaccuracies, omissions or other errors with respect to any Deposit. In particular, without prejudice to the foregoing, we have no obligation to return any Digital Assets 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 Digital Assets or the blockchain or protocol pursuant to which it was transferred (ii) the Digital Assets has been transferred to the wrong Deposit Address; or (iii) the Deposit in question is in breach of Applicable Laws (including but not limited to anti-money laundering regulations or sanctions).
7. DIGITAL ASSETS WITHDRAWALS
7.1. Withdrawals are made from your Bequant Account following the procedures notified to you from time to time on the Bequant platform.
7.2. Withdrawals are subject to any minimum or maximum limits applied by us from time to time.
7.3. When you instruct us to transfer to you an amount of Digital Assets from your available Bequant Account balance (a “Withdrawal”), you must provide an appropriate withdrawal address (“Withdrawal Address”) for the transfer of Digital Assets to you. When we determine that your Instruction is valid, we will deduct from your Bequant Account balance the amount set out in your Instruction; when such deduction has occurred, we then transfer an equivalent amount of Digital Assets to your Withdrawal Address minus any applicable transaction fees (including, without limitation, any applicable mining fees). We are not liable for any inaccuracies, omissions or other errors with respect to any Withdrawal.
7.4. In respect of each Withdrawal Address you provide to us and/or save and register with your Bequant Account:
(a) you represent and warrant that the Withdrawal Address you provide is your own and that you have full control over that address;
(b) you agree that it is your responsibility entirely to provide us with correct withdrawal details including your Withdrawal Address and we have no liability should you not receive the Digital Assets withdrawn due to you providing incorrect or out-of-date details;
(c) you represent and warrant that the Deposit Address is not associated with any activities in breach of any Applicable Laws (including but not limited to offences related to sanctions, fraud, drug trafficking, corruption, market abuse, financing of terrorism or money laundering), and the transfer does not constitute a breach of any Applicable Laws; and
(d) you agree to indemnify and hold us harmless against any and all claims, demands, lawsuits, actions, proceedings, investigations, liabilities, damages, losses, costs or expenses, including reasonable attorneys’ fees, in any way arising out of, in relation to or in connection with, directly or indirectly, our reliance on your representations and warranties set out in this Clause 7.
7.5. We may allow you to save and register one or more Withdrawal Addresses with your Bequant Account.
7.6. We will process Withdrawals in accordance with our withdrawal policies (collectively the Withdrawal Policies), as may be stated on the Bequant platform from time to time. We may amend the Withdrawal Policies at our sole and absolute discretion without prior notice to you. Unless otherwise stated in our Withdrawal Policies, it is your responsibility to specify and pay any applicable network fees (and in any event any such network fee shall be at least the minimum amount required by us) in respect of any Withdrawal. Where a network or transaction fee can or must be paid in a Digital Asset other than the Digital Asset that is the subject of a Withdrawal, we reserve the right to require payment of any such fee in an alternative Digital Asset (and to deduct from your Bequant Account any amount payable pursuant to this Clause). We do not guarantee that a withdrawal will be processed, broadcast, or confirmed within any defined timeframe or number of confirmations. We are not responsible for any delay in confirmation or processing of any Withdrawal.
8. OFF CHAIN TRANSFERS
8.1. If you hold more than one Bequant Account, we may provide the option of linking your Bequant Accounts at our sole and absolute discretion, and to allow transfers of Digital Assets from one of your Bequant Account to your other Bequant Account(s) by making a Withdrawal from one of your Bequant Account to the Deposit Address of your other Bequant Account.
8.2. If we approve a Digital Asset transfer at your request, we will deduct the relevant amount from the balance of Digital Assets that we reflect in our books and records in respect of the transferor account and credit the balance of Digital Assets that we reflect in our books and records in respect of the transferee account. Such transfers will not be sent to the applicable blockchain and are solely what Bequant reflects in its books and records as available to be used by you in respect of the Services.
9. ORDERS
9.1. Bequant will process your Orders in accordance with the instructions received from you. We are entitled to operate on the basis that each Order placed by you is correct and does not contain any errors (including in the case of manifest errors). Before you create an Order on Bequant, you must carefully confirm all the information specified in the Order, including the type, price and quantity of Digital Assets, buying or selling instructions, applicable fees and other important matters in connection with the Order.
9.2. Once you have created an Order, Bequant will execute the Order by using the Digital Assets in your Bequant Account as soon as possible. You acknowledge that the execution time of the Order is based on the actual operational time required by Bequant to fulfil this Order.
9.3. If Bequant uncovers an erroneous transaction caused by a system failure or any other reason, Bequant has the right to correct the error regardless of whether it is beneficial to Bequant or you. Where, due to such an error, you actually receive more Digital Assets than the amount that you should have received, Bequant reserves the right to correct such improperly executed transactions and you shall immediately return the Digital Assets in question or perform other operations in accordance with Bequant’s instructions to you. You acknowledge that Bequant will not assume any Losses or responsibilities caused by any such erroneous transaction.
10. DIGITAL ASSET PROTOCOLS, FORKS AND AIRDROPS
10.1. Bequant does not own or control the underlying software protocols which govern the operation of Digital Assets. Generally, the underlying protocols are open source and anyone can use, copy, modify and distribute them. We assume no responsibility for the operation of the underlying protocols and Bequant is not able to guarantee either the accuracy of the information provided or the functionality, security, legality or availability of the underlying protocols. You acknowledge and accept the risk that underlying software protocols relating to any Digital Assets you store in any Bequant Account may change.
10.2. By using the Digital Broking Services of Bequant, you acknowledge and agree that the underlying protocols are subject to sudden changes in operating rules, known as Forks. In the event of Fork, you agree that Bequant may suspend Bequant’s operations (with or without advance notice to you) and that Bequant may, in its sole discretion, decide whether or not to support (or cease supporting) either branch of the forked protocol entirely. You acknowledge and agree that Bequant assumes no responsibility or liability in respect of an unsupported branch of a forked protocol.
10.3. In the event of a Fork, you acknowledge and agree that we may decide at our sole discretion to adjust the Digital Asset holdings in your Bequant Account with respect to any affected Digital Asset held by you. Such adjustment shall be calculated by us and will be made on the basis of good faith, fairness and, where appropriate, by taking such action as is consistent with market practice and/or taking into account the treatment we may receive from our counterparties or any relevant third party.
10.4. We will not usually notify you before making a change to your portfolio under Clause 10.3. Therefore, you should make yourself aware of the market conditions and the Forks that could occur. When a hard Fork occurs, there may be substantial price volatility around the event, and we may suspend trading if we do not have reliable prices from the underlying market.
10.5. You understand, acknowledge and agree that in the event that a third-party or software protocol attempts to or does distribute a Digital Asset, whether or not supported by Bequant (“Airdrop”) to certain wallet addresses, we will treat such airdropped Digital Asset as we would treat any other unsupported Digital Asset. You agree and understand that airdropped Digital Assets do not create a relationship between us and the transferor, sender and/or the related network that created the airdropped Digital Asset, and further, that we are not subject to any obligation as it may relate to the transferor, sender or related network. Bequant reserves the right to decide whether to support an Airdrop. We will communicate our potential course of action at the time, following the announcement of an Airdrop for a virtual asset.
11. FEES
11.1. In consideration for the provision of the Digital Broking Services to you, you agree to pay a daily or monthly fee to Bequant as notified to you separately.
11.2. If you are charged daily fees, the information of such fees will be available on the Bequant platform and such fees will be deducted daily from your Bequant Account within 24 hours or later from the information being published on the Bequant platform.
11.3. If you are charged monthly fees, Bequant shall send you a monthly invoice and all payments shall be made within the timeframe specified in the invoice. Should you fail to pay the invoice within the specified timeframe, Bequant shall deduct any outstanding amounts due directly from the Bequant Account.
11.4. Your Bequant Account may be subject to a minimum monthly brokerage fee or an inactivity fee, where applicable, and the information of such fees will be available from the Bequant platform.
11.5. Our fees may change from time to time as notified to you in advance before such change takes effect. By continuing to use the Digital Broking Services, you agree and undertake to pay Bequant the updated fees. We reserve the right to suspend the provision of the Digital Broking Services to you until such fees due will be paid to us.
11.6. Where daily/monthly fees are taken directly from your Bequant Account, Bequant shall not be liable for any Losses, expenses or other Costs incurred to you by Bequant exercising its rights in accordance with Clauses 11.2 and 11.3.
12. REPRESENTATIONS AND WARRANTIES
12.1. Each time you utilize any of the Digital Broking Services, you represent and warrant to Bequant that:
12.1.1. you have the full power and authority to utilize the Digital Broking Services, the Digital Assets are free from any charge or encumbrance that would prevent them from being utilized;
12.1.2. you have relied only on information provided by Bequant in utilising the Digital Broking Services and have not relied upon any representation or warranty given by any other person;
12.2. In addition, you represent and warrant to Bequant that:
12.2.1. you will not attempt to store, sell or buy unsupported digital assets, coins or other tokens, or post information related to such unsupported digital assets, coins or other tokens;
12.2.2. you will not disguise or attempt to disguise your location through IP proxying or other methods;
12.2.3. you will not or do not intend to use Bequant:
(a) in contravention of any Applicable Law;
(b) in any way (including without limitation posting information on any Bequant website, where this facility is available) which is defamatory, obscene, abusive, indecent or menacing or which infringes any intellectual property rights or breaches obligations of confidence or which is otherwise illegal or unlawful;
(c) to interfere with or attempt to interfere with the normal operations, trading order and/or activities of Bequant and introducing a software virus or other disruptive program or do any act which would cause Bequant to become unavailable for use by others; and
(d) in any way which is not authorised or in breach of Bequant Rules.
12.2.4. you will pay all applicable Tax for any transactions completed on Bequant in accordance with Applicable Law.
12.2.5. you shall not engage in, attempt to engage in or facilitate the buying or selling of the Digital Assets in a manner that may result in or contribute to market abuse, including, but not limited to, price ramping, wash trading, pump-and-dump schemes, spoofing, layering, front-running, order book manipulation, insider trading, creating or extending market trends to induce other participants or to create an opportunity to close out the position at a favorable price, or any other form of market manipulation (such restrictions shall apply as defined and updated from time to time under Applicable Law).
12.2.6. you shall comply with all applicable internal policies, guidelines, and procedures relating to market conduct and trading activities of the Exchanges (if applicable) and Bequant, as may be in force and amended from time to time (the “Internal Policies”).
12.2.7. you shall immediately report any observed or suspected market manipulation and other activities prohibited by the Applicable Law and the Internal Policies, whether conducted by yourself or others, to your compliance department or your direct supervisor with Bequant in copy where permissible under the Applicable Law.
13. ANTI-MONEY LAUNDERING, SANCTIONS AND LIMITATION TO OUR SERVICES
13.1. Upon registration, Bequant will conduct your identity verification to the extent required to comply with all applicable anti-money laundering, sanctions and other relevant related regulations. Your use of the Digital Broking Services of Bequant is conditional on the successful completion of this process. Where appropriate, Bequant may ask you to provide additional personal information to determine your eligibility to use the Digital Broking Services. Failure to submit required information and/or documents or provision of incorrect or incomplete information and documents, or failure to comply with our other instructions will result in the Digital Broking Services being unavailable to you.
13.2. You authorise Bequant to make inquiries, whether directly or through third parties, which we consider necessary to verify your identity or protect either you or Bequant against fraud or other financial crime, and to take action we reasonably deem necessary based on the results of such inquiries. When we carry out these inquiries, you acknowledge and agree that your personal information may be disclosed to credit reference, fraud prevention or financial crime agencies and that these agencies may respond to our inquiries in full.
13.3. You warrant that you will not use Bequant to hold or trade in any assets, Fiat or Digital Assets which you know or suspect to be in violation of anti-money laundering laws, sanctions or other relevant related regulations. These include, but are not limited to, receiving or supplying Digital Assets to individuals or countries subject to any financial sanctions regimes. In the event that you receive any funds or Digital Assets from other users in the course of your use of the Digital Broking Services, which you know or suspect to contravene applicable anti-money laundering laws, sanctions and other relevant related regulations, you warrant that you will immediately notify Bequant by e-mail at [email protected].
13.4. We shall monitor your transactions and in the case of a suspicious and/or unusual operation or transaction, we shall have the right to suspend it, including, but not limited to, the suspension or withdrawal of your Digital Assets, for a certain period of time. This includes any decision we take to suspend a transaction where we reasonably believe that its acceptance would, or is reasonably likely to, expose us or any affiliate to any liability (contingent or otherwise) or where we consider that the acceptance or transfer of the Digital Asset may involve or result in a violation of any applicable law. In that case, we shall not be liable to you for any default on any contractual obligations and/or for any damages or losses sustained by you.
13.5. We shall have a general duty to report any suspicious activity identified during the business relationship with you to the relevant authorities as well as other reporting duties deriving from Applicable Laws. We shall not be liable to you for the execution of such duties.
13.6. We are not permitted and therefore will not accept applications for Bequant Accounts from residents domiciled in certain countries (these are known as "prohibited countries"). We may change the list of prohibited countries from time to time. If you are or become a resident of a prohibited country, you will not be able to access or use any of our Digital Broking Services. If you are travelling to a prohibited country, you may not have access to your Bequant Account or any of our Digital Broking Services. This restriction applies even if you do not normally reside in the prohibited country. You can find the list of prohibited countries from here. For further information, please contact us at [email protected].
13.7. We are not liable for any Loss which results from your inability to access the Bequant platform, whether that is because you are in a prohibited country, or your country becomes a prohibited country, or if caused by circumstances outside of our control.
13.8. We shall be entitled to terminate a business relationship with you and/or a legal entity you represent at any time if we determine that continuing such a business relationship with you and/or a legal entity you represent exposes us to a money laundering, sanctions and/or terrorist financing risk that we no longer deem acceptable. We are not liable for any Loss which results from your inability to access the Bequant platform, whether that is because you are in a prohibited country, or your country becomes a prohibited country, or if caused by circumstances outside of our control.
14. SECURITY
14.1. You are responsible for maintaining adequate security and control of your Bequant Account details, including any and all usernames and e-mail addresses, passwords, two-factor authentication codes, trade passwords or any other codes or credentials used to access the services.
14.2. Bequant will recognise instructions provided via the Bequant Account as valid. Therefore, you acknowledge that all instructions provided via your Bequant Account will be treated as having been provided by you and you will bear any and all responsibilities arising from these instructions. In the event that another person has provided instructions relating to Digital Broking Services via your Bequant Account, Bequant reserves the right to hold you jointly and severally liable in law for any such use of your Bequant Account.
14.3. Bequant uses reasonable endeavours to protect Bequant from computer viruses, worms, Trojan Horses and other malware. Bequant does not warrant that Bequant is free from such viruses and accepts no liability for any damage that may result from the transmission of any malware via Bequant or via any files which are available for you to download from our websites. Bequant is not responsible for any technical or other issues in using Bequant caused by third party software on your system.
14.4. You are required to notify Bequant as soon as practicable of any breach of security by sending an e-mail to [email protected] with the Subject line ‘Security Breach’ and including all details relevant to the breach.
14.5. You must take all reasonable steps required to minimise the impact of any security breaches, including, where appropriate, by immediately changing the login details for their Bequant Account.
14.6. Bequant does not take any responsibility for Losses to you caused by security breaches.
14.7. Bequant takes all reasonable measures to keep the information you have provided and the Digital Assets stored in your Bequant Account safe. However, in the event of any security breach by Bequant, we endeavour to contact you by e-mail informing you of the details of the breach including the nature of any information compromised as appropriate and the steps we will be taking to address the breach within 72 hours of the discovery of the security breach. In the event of any security breach on a large scale, we will endeavour to contact you with the full details of the breach as soon as this information becomes available.
15. LIMITATION OF OUR LIABILITY
15.1. Bequant shall only be liable to you for Loss or damage caused directly and reasonably foreseeable by our breach of these Terms and our liability in these circumstances is limited as set out below.
15.2. To the maximum extent permitted by Applicable Law, in no event shall Bequant, Bequant Group Companies or any of our or their respective officers, directors, agents, employees or representatives, be liable for any Loss or damage arising under or in connection with these Terms or otherwise, including in connection with:
15.2.1. any incidental, indirect, special, punitive, consequential or similar damages or liabilities whatsoever (including, without limitation, damages for loss of data, information, revenue, profits or other business or financial benefit) arising out of or in connection with the Digital Broking Services provided hereunder, any performance or non-performance of the Digital Broking Services provided hereunder, or any other product, service or other item provided by or on behalf of Bequant or Bequant Group Companies, whether under contract, statute, strict liability or other theory;
15.2.2. any loss of profits or loss of expected revenue or gains, including any loss of anticipated trading profits and or any actual or hypothetical trading losses, even if we are advised of or knew or should have known of the possibility of the same, you may not recover for any loss of anticipated trading profits or for any actual trading losses made as a result of the failure to buy or sell;
15.2.3. 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, even if we are advised of or knew or should have known of the possibility of the same;
15.2.4. 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;
15.2.5. the general risks of investing or entering into any Order or using the Digital Broking Services, including those described in the Risk Disclosure Statement;
15.2.6. the provision or unavailability of any Digital Asset, Bequant Account, the Digital Broking Services or the Bequant platform;
15.2.7. the collection, deposit or credit of invalid, fraudulent or forged Digital Assets transfers;
15.2.8. the default or insolvency or the acts or omissions of any counterparty (including a market maker), Exchange, Third-Party Service Provider, Fiat Bank or other bank, third-party custodian, nominee or other person which holds Digital Assets or Fiat on your behalf or with or through whom transactions by you or on your behalf are conducted. We are not obliged to request such exchange, broker, custodian or any third party to comply with its obligations;
15.2.9. any service performed or action taken in connection with the Terms and/or supplementary agreements unless caused by our gross negligence, wilful default or fraud;
15.2.10. a direction by you to Bequant to deliver Digital 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;
15.2.11. any information that we provide on Digital Assets, market trends or otherwise, even if such information is provided at your request;
15.2.12. 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 these Terms;
15.2.13. your or an Authorised Person’s Instructions, any unauthorised Instructions or our refusal to act on any Instruction;
15.2.14. any Force Majeure Event;
15.2.15. a Network Event not reasonably within our control;
15.2.16. an Event of Default;
15.2.17. any interruption, delay, suspension, discontinuance or failure of the Digital Broking Services;
15.2.18. any refusal to process or authorise, or any reversal of, any transaction for any reason;
15.2.19. 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;
15.2.20. any unauthorised or ineligible use of the Digital Broking Services contrary to these Terms;
15.2.21. our compliance with Applicable Laws and/or court orders;
15.2.22. your inability to use the Digital Broking Services or the cost of procuring substitute services;
15.2.23. termination of these Terms;
15.2.24. any return or purported return of Digital Assets upon termination of these Terms for whatever reason,
15.2.25. any Loss or damage whatsoever which does not stem directly from our breach of these Terms; and/ or
15.2.26. any Loss or damage whatsoever which is in excess of that which was caused as a direct result of our breach of these Terms (whether or not you are able to prove such Loss or damage),
and this Clause 15.2 applies where the Loss arises for any reason and even if the Loss was reasonably foreseeable or we had been advised of the possibility of the Loss except to the extent of a final judicial determination that such damages were a result of Bequant’s or Bequant Group Companies’ gross negligence, fraud or willful misconduct.
15.3. To the maximum extent permitted by any Applicable Law, Bequant makes no warranties of any kind, whether express or implied, in relation to the Digital Broking Services, including but not limited to, implied warranties of satisfactory quality, functionality, fitness for a particular purpose, non-infringement, compatibility, security, accuracy, title, condition or completeness, merchantability, or any implied warranty arising from course of dealing or usage or trade. Bequant does not represent or warrant that access to the Digital Broking Services will be continuous, uninterrupted, timely or error-free.
15.4. NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF BEQUANT OR BEQUANT GROUP COMPANIES, AFFILIATES AND THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, REPRESENTATIVES, SUPPLIERS OR CONTRACTORS ARISING OUT OF OR IN CONNECTION THE DIGITAL BROKING SERVICES PROVIDED HEREUNDER, ANY PERFORMANCE OR NON-PERFORMANCE OF SUCH SERVICES, OR ANY OTHER PRODUCT, SERVICE OR OTHER ITEM PROVIDED BY OR ON BEHALF OF BEQUANT OR BEQUANT GROUP COMPANIES, WHETHER UNDER CONTRACT, STATUTE, STRICT LIABILITY OR OTHER THEORY, EXCEED THE AMOUNT OF USD$50,000.
15.5. Digital Broking Services provided by Bequant are not authorised, approved, endorsed or sponsored by any companies listed on our websites or their respective trademark owners and, unless stated otherwise, Bequant does not support or endorse any surveys provided by the companies listed on our websites.
15.6. Bequant’s websites may contain links to other websites on the internet. These other websites may not be under the control of Bequant, and you acknowledge that, whether or not such websites are affiliated in any way with Bequant, Bequant is not responsible for the accuracy, legality, decency or any other aspect of the content of such websites.
15.7. Bequant reserves the right to modify or discontinue, temporarily or permanently, all or any part of the Digital Broking Services and will endeavour to provide you with reasonable prior notice.
15.8. Nothing in these Terms shall exclude or limit our liability based on our fraud or fraudulent misrepresentation, deliberate misconduct, gross negligence or for death or personal injury arising from our gross negligence. If and to the extent Applicable Law does not allow the above limitations of warranty and liability, such limitations shall not apply to you.
15.9. While we endeavor to engage only with reputable third-party exchanges and custodians, we do not guarantee their solvency, operational integrity, or performance. You acknowledge and accept that Digital Assets held with or through such third parties may be subject to risks arising from their financial condition, technical failures, security breaches, or regulatory actions, which may result in partial or total loss of access to such assets; you bear all such risks and agree to indemnify, defend, and hold harmless us, our affiliates, directors, officers, employees, and agents from and against any and all claims, losses, liabilities, damages, costs, or expenses (including reasonable legal fees) arising out of or related to the use of third-party exchanges or custodians engaged in connection with your Digital Assets.
15.10. We do not provide financial, legal, tax, or investment advice. Any information made available on this Website is provided for general informational purposes only and should not be construed as a recommendation or solicitation to engage in any transaction. You are solely responsible for evaluating the suitability of any information in light of your individual circumstances. We strongly recommend that you seek advice from appropriately qualified professional advisers before making any decisions based on the content of this Website.
15.11. By accessing or using this Website, you acknowledge and agree that we and our affiliates, directors, officers, and employees shall not be held liable for any decisions, actions, or omissions taken by you or any third party affiliated with you in reliance on the information provided herein.
16. YOUR LIABILITY
16.1. You shall be fully responsible for any Losses, expenses or other Costs, including legal fees, incurred by Bequant and Bequant Group Companies (as well as our respective officers, directors, agents, employees and representatives) which are caused by your conduct in relation to or arising out of your use of the Digital Broking Services, your Bequant Account or a breach of these Terms whether by you or another person, where this conduct is intentional, reckless or negligent.
16.2. If we, or any of Bequant Group Companies, are subject to a claim by any third party due to your conduct, we may recover against you any and all Losses, expenses or other Costs incurred by us as a result of any such claim.
16.3. Where we, in our sole discretion, reasonably believe that any user (including yourself) is or may be engaging or attempting to engage in fraudulent or unlawful activity, we may take any steps (or we may request you to take any steps) we consider necessary or desirable, to prevent, mitigate or investigate such activity. You agree to comply with such requests, including any requests to provide us with information, to the maximum extent permitted by Applicable Law.
17. DATA PROTECTION
17.1. You agree that you have read and agreed to the terms of the Privacy Policy listed on bequant.pro
17.2. You agree and acknowledge that we may from time to time carry out testing of our systems, including testing of backup systems, and we may use copies of your data as part of these tests.
18. CANCELLING TRADES AND ORDERS AND RESTRICTING OR TERMINATING YOUR ACCESS
18.1. If the following Events of Default occur:
18.1.1. we reasonably believe that your use of the Digital Broking Services is in violation of any Applicable Law (including AML/CTF, market abuse and sanction issued by any regulator or government agency), these Terms, the Bequant Rules or its customers’ legitimate interests;
18.1.2. it becomes or may become (in our reasonable opinion) contrary to Applicable Law for either party to maintain or give effect to all or any of the obligations under these Terms;
18.1.3. we are requested to remove a listing (or any part thereof) by any regulatory or other governmental authority (whether or not the request is legally binding);
18.1.4. we are requested to close out or cancel any Order (or any part thereof) by any regulatory or other governmental authority (whether or not the request is legally binding);
18.1.5. we consider it desirable or necessary to remove a Digital Broking Service (or any part thereof) to maintain the trading order and trading safety of the Digital Broking Services, in our sole and absolute discretion;
18.1.6. where you have, or we reasonably believe that you have, acted in an unfair or abusive manner, by breaching the Bequant Rules;
18.1.7. any regulatory authority with jurisdiction over you suspends the conduct of your usual business or revokes any material authorisations, memberships, licenses or other similar approvals;
18.1.8. in the event that you become unable to meet your obligations as they become due (including where you have failed to pay us any fees, charges and/or liabilities on your Bequant Account, where we have requested such payments) or enter into liquidation or have a bankruptcy petition presented against you or you propose a form of composition or arrangement to its creditors or if you cease or threaten to cease all or part of your business; or
18.1.9. you become subject to an administration order or have a receiver or similar appointment or order are made or proceedings commenced in respect of any of your assets;
we may without notice:
18.1.10. terminate, cancel or reverse an Order created or entered into by you;
18.1.11. restrict, freeze or terminate your Bequant Account and any of your Digital Assets;
18.1.12. restrict, freeze or terminate your access to the Digital Broking Services;
18.1.13. close out all or any of your open position at current market prices; and/or
18.1.14. take any other measures which in our reasonable opinion is necessary to prevent any adverse consequences to Bequant, the Digital Broking Services, any other users of Bequant and any other third party.
18.2. If you become aware of the occurrence of any event referred to in Clause 18.1, you must give us notice of such event as soon as is reasonably practicable.
18.3. If we terminate an Order or restrict your use of Digital Broking Services or your Bequant Account in accordance with this Clause 18, we shall not be liable for any Losses, expenses or other Costs incurred to you, any other user of Bequant and / or any other third party.
19. INTELLECTUAL PROPERTY
19.1. All intellectual property on Bequant, including, but not limited to, website logos, databases, website design, text and graphics, software, photos, videos, music, sounds and any combinations of the aforementioned files, and the intellectual property rights of software compilation, associated source code and software (including small applications and scripts) shall be owned by Bequant or its affiliates. You may not copy, modify, copy, transmit or use any of the foregoing materials or content for commercial purposes.
19.2. All rights contained in the name of Bequant (including but not limited to business goodwill and trademarks, logos) shall be owned by Bequant and its affiliates.
19.3. You shall not illegally use or dispose of the intellectual property rights of Bequant or any other person during your use of the Digital Broking Services offered by Bequant. For any information that you publish on Bequant, you may not publish or authorise other websites (or media) to use such information in any manner whatsoever.
19.4. Your logging onto any Bequant website or use of any of the Digital Broking Services offered by Bequant shall not be deemed as our transfer of any intellectual property to you.
20. TERM AND TERMINATION
20.1. If you wish to terminate your Bequant Account, please provide us at least ten days’ notice in writing by sending an e-mail to us at [email protected] with the wording ‘Account Cancellation Request’ in the subject line. If, at the time of the submission of your ‘Account Cancellation Request’, your Bequant Account has any outstanding or ongoing obligations, commitments or activities, including but not limited to any loan or any amount due to Bequant or Bequant Group Companies, you agree that Bequant shall not be obliged to process such cancellation request until all such obligations, activities or commitments have been discharged or expired.
20.2. Once Bequant has received your e-mail, we will within a reasonable time period, and in accordance with the applicable termination period, terminate your Bequant Account and password and delete (save as required by Applicable Law) from our records the information you submitted to us as a part of the registration process.
20.3. Bequant reserves the right to terminate your access to the Digital Broking Services and these Terms shall be terminated on the date of the termination of your access to the Digital Broking Services, as notified to you (including but not limited to if your Bequant Account has been inactive for three consecutive months or more).
20.4. In addition to our rights in Clause 20.3, Bequant may suspend, restrict or terminate any (or all) of the Terms, your access to any (or all) of the Digital Broking Services (including access to your Bequant Account), and to deactivate your Bequant Account immediately, if:
20.4.1. you provide incorrect, incomplete or misleading information or make a representation or warranty that is incorrect or misleading;
20.4.2. you act fraudulently or dishonestly or in our discretion that a transaction is fraudulent or erroneous;
20.4.3. you disaffirm, disclaim, repudiate or reject, in whole or in part, the Terms, any confirmation or any executed Order (or such action is taken by an Authorised Person on your behalf);
20.4.4. 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 Terms;
20.4.5. any of your Bequant Account or you are subject to pending investigation or government proceedings;
20.4.6. any of your Digital Assets are subject to enforcement of a judgment or are expropriated, compulsorily acquired or resumed on any basis;
20.4.7. you are convicted of a tax or other crime in any jurisdiction;
20.4.8. we, in our discretion, consider that your Bequant Account is being operated or the Digital Broking Services are otherwise being used in an irregular or improper manner;
20.4.9. you fail to provide any information requested under the Terms, or where required to do so in compliance with any Applicable Law or the requirement of any contract; or
20.4.10. any other event of default (however described) under any other agreement between you and any Bequant Group Companies occurs.
20.5. You acknowledge that Bequant’s decision to take certain actions in Clause 20.4 for any reason at our sole discretion (even if no Event of Default has occurred and is continuing), may be based on confidential criteria that are essential to Bequant’s risk management and security protocols. You agree that Bequant is under no obligation to disclose the details of its risk management and security protocols to you.
20.6. Suspensions, restrictions or terminations from the use of the Digital Broking Services will be reversed only as soon as reasonably practicable once the reasons for refusal no longer exist as determined in our sole discretion. We are under no obligation to execute any suspended, reversed or terminated transactions or Orders at the same price or on the same terms.
21. FEEDBACK AND COMPLAINTS POLICY
21.1. If you have any feedback, questions or complaints relating to our Digital Broking Service or something has gone wrong, please contact us at [email protected]. Whilst we strive to respond to you as soon as possible, for complex matters, it may take up to 15 days or longer to respond to you.
22. FINANCIAL ADVICE
22.1. The information contained on any of Bequant’s websites or provided to you through Bequant or by any employee, agent or affiliate of Bequant does not constitute financial, investment or other professional advice on any particular transaction and must not be treated as a substitute for specific advice.
22.2. You are solely responsible for any decision to store, buy or sell Digital Assets, and such decisions should take into account your risk tolerance and financial circumstances. Advice from a suitably qualified professional should always be sought in relation to any particular transaction and your particular circumstances.
23. BANK
You also assume the risk that any bank transfer may be blocked, delayed or suspended by a transmitting or receiving bank and the inherent risks of bank insolvency events, consequently you acknowledge and assume the risk that you may not meet your obligations under these Terms and Bequant accepts no liability for late deposits under any circumstances.
24. TAX
24.1. It is your responsibility to determine whether, and to what extent, any Taxes apply to any transactions you conduct through Bequant, and to withhold, collect, report and remit the correct amounts of Taxes to the appropriate Tax Authorities.
25. MISCELLANEOUS
25.1. Communication/ Notice: You agree that Bequant will use the e-mail address and the telephone number tied to your Bequant Account to contact you in relation to the management and operation of Bequant, including with respect to security breaches. You are responsible for keeping your e-mail address and telephone number up to date.
25.2. Entire Agreement: These Terms (including any information incorporated by reference herein) comprise the entire agreement between you and Bequant for the services provided on Bequant.
25.3. Survival: All provisions of these Terms which by their nature extend beyond the expiration or termination of these Terms will continue to be binding and operate after the termination or expiration of these Terms.
25.4. Invalidity: If any court or competent authority decides that any provision of these Terms is invalid, unlawful or unenforceable to any extent, such term shall, to that extent only, be severed from the remaining terms. The remaining terms shall continue to be valid to the fullest extent permitted by law.
25.5. Relationship of the Parties: Nothing in these Terms shall be deemed or is intended to be deemed, nor shall it cause, either you or Bequant to be treated as the agent of the other, unless agreed otherwise, and Bequant shall have no fiduciary relationship or fiduciary obligations towards you. Bequant acts in the capacity of broker and dealer when providing Digital Broking Services to you,
25.6. Unclaimed Property: You are fully responsible for a transfer/withdrawal of your remaining account balance prior to your Bequant Account being closed/withdrawn. If your Bequant Account is closed/withdrawn and the value of remaining balance for each token/coin is less than USD$10, then such remaining balance(s) shall pass to Bequant as a termination fee. If Bequant Account is closed/withdrawn and the value of the remaining balance for at least one token/coin is more than USD$10, then Bequant shall continue to apply its fees (including but not limited to an inactivity fee) to such remaining balance(s) and shall have a right to deduct such applicable fees directly from such remaining balance(s) on a monthly basis until the value of remaining balance for each token/coin becomes less than USD$10, in which case it automatically passes to Bequant as a termination fee, or you specify where such remaining balance(s) should be transferred (provided that such proposed transfer(s) complies with our risk protocols), whichever is earlier.
25.7. Property subject to investigation. Notwithstanding Clause 24.6, Bequant shall take over full custody of the Digital Assets and your data/information which may be provided to governmental authorities in the event of the suspension/closure of your Bequant Account as a result of fraud investigations, investigations of violation of Applicable Law or violation of these Terms.
25.8. Assignment: These Terms are personal to you and you cannot transfer or assign your Bequant Account, rights, licenses, interests and/or obligations to anyone else without our prior written consent. We may transfer or assign our rights licenses, interests and / or our obligations at any time, without your consent where permitted under the Applicable Laws, including as part of a merger, acquisition or other corporate reorganisation involving any Bequant affiliate or group company, provided that this transfer or assignment does not have an adverse material impact on the quality of Bequant which you receive.
25.9. Set off: We shall at all times have a lien for any unpaid fees or debts to which Bequant is entitled under these Terms and we shall have a right to set off such unpaid fees, debts or other liabilities that you may owe to us or Bequant Group Companies against any Digital Assets belonging to you that we and Bequant Group Companies may hold in possession from time to time.
25.10. Security Interests: You must not create any security over your Digital Assets unless Bequant explicitly states to the contrary in writing.
25.11. No fiduciary duty: You acknowledge that none of
25.11.1. the relationship between you and us;
25.11.2. the Digital Broking Services provided by Bequant; or
25.11.3. any other matter,
gives rise to any fiduciary, trustee or equitable duties on our part in your favour. 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.
25.12. Enforcement of Our Rights: We may not always strictly enforce our rights under these Terms. If we do this, it will be just a temporary measure and would not constitute a waiver of those rights. We may enforce our rights strictly again at any time.
25.13. Rights of Third Parties: Subject to any provision(s) of these Terms under which rights are granted to third parties by express reference to the Contracts (Rights of Third Parties) Act 1999, a person who is not a party to these Terms has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision of these Terms but this does not affect any right or remedy of a third party which exists or is available apart from that Act.
25.14. Governing Language: Some of the content on our sites, applications, tools and services are available in multiple languages. In case of any conflict between different language versions of such content or any omission in any language version thereof, the English language version of such content shall prevail.
25.15. Governing Law: These Terms (including regarding the existence, validity or termination of these Terms), all non-contractual obligations arising from or connected with them and the use of the Digital Broking Services shall be governed by and construed in accordance with the laws of Malta
25.16. Arbitration: Any dispute arising out of or in connection with this Agreement and the Terms, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration by one or more arbitrators appointed under the London Court of International Arbitration (LCIA) Rules, which Rules are deemed to be incorporated by reference into this clause.
25.16.1. The seat, or legal place, of arbitration shall be London.
25.16.2. The language to be used in the arbitral proceedings shall be in English.
25.16.3. Where the LCIA decides that the case is suitable for determination by a sole arbitrator, the Parties and the arbitrator shall endeavour to conclude the proceedings within 6 months of the transfer of the file to the tribunal.
25.17. Confidential Information:
BEQUANT: You agree and undertake not to disclose, share, or otherwise make available to any third party any confidential information related to Bequant, 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 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 applicable law, regulation 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 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.
YOU: 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 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 the existence and condition of your Account 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.
Schedule 1
OTC Trading
This Schedule 1 (OTC Trading) is supplemental to the Terms and the provisions set out in the Terms shall continue to apply between you and Bequant. You will be deemed to accept the terms of Schedule 1 on each occasion you use the OTC Trading services. In the event of any conflict or inconsistency between the terms of Schedule 1 and the Terms, the terms of Schedule 1 shall prevail with respect to the services contemplated hereunder, unless expressly stated otherwise.
Bequant may make changes to the terms of Schedule 1 (or any terms or information incorporated by reference) at any time by updating the terms of Schedule 1 on our website and your continued use of the OTC Trading services and acceptance of these terms in Schedule 1 constitutes your express consent to any such changes.
Any capitalised terms used but not defined in this Schedule 1 shall have the meaning given to them in the Terms between the Parties.
BY USING THE OTC TRADING SERVICES OF BEQUANT IN ANY MANNER, YOU ARE DEEMED TO HAVE READ, UNDERSTOOD AND AGREED TO BE BOUND BY ALL OF THE TERMS CONTAINED IN THIS SCHEDULE 1. YOU MAY NOT PICK AND CHOOSE WHICH TERMS APPLY TO YOU. IF YOU DO NOT AGREE WITH ALL OF THE TERMS IN THIS SCHEDULE 1, YOU MUST CEASE ALL ACCESS AND USE OF THE BEQUANT OTC TRADING SERVICES. NOTHING IN THIS SCHEDULE 1 IS INTENDED TO CREATE ANY ENFORCEMENT RIGHTS BY THIRD PARTIES. IF YOU DO NOT UNDERSTAND ALL OF THE TERMS AND CONDITIONS IN THIS SCHEDULE 1, YOU SHOULD CONSULT WITH A LEGAL ADVISER BEFORE USING THE BEQUANT OTC TRADING SERVICES.
1. Interpretation
In these Terms:
Agreed Communication Channel means such methods of communication as approved by Bequant and agreed between you and Bequant from time to time, which may include (without limitation) telephone, email, Telegram, online chat functionality and, if available, the Platform. Bequant may withdraw the use of an Agreed Communication Channel at any time for any reason.
Bequant Quote shall have the meaning given to it in paragraph 3.1 of this Schedule 1.
Hedge Position Cancellation means the cancellation of any Hedge Position of Bequant.
Hedge Position means any transaction entered into by Bequant with a third party which it deems necessary to hedge the risk of entering into and performing its obligations with respect to the relevant OTC Transaction.
Manifest Error means any error, omission or misquote (whether an error of Bequant or any third party) which is manifest or palpable, including a misquote by any representative of Bequant taking into account the current market and currently advertised quotes, or any error or lack of clarity of any information, source, commentator, official, official result or pronunciation. The fact that you may have entered into, or refrained from entering into, a corresponding financial commitment, contract or trade in reliance on an OTC Transaction entered into with Bequant (or that you have suffered or may suffer any loss whether direct, indirect, consequential or otherwise) is deemed irrelevant as a factor and shall not be taken into account in determining whether a situation amounts to a Manifest Error.
OTC Order means an instruction given by you to Bequant via an Agreed Communication Channel to buy or sell a specified quantity of a Digital Asset at a price on an over-the-counter basis and such instruction shall constitute an offer made by you to enter into an OTC Transaction on the basis of a price provided by Bequant.
OTC Transaction means any bilateral over the counter transaction in Digital Assets entered into between Bequant and you and executed pursuant to an OTC Order submitted by you (or on your behalf) to Bequant via an Agreed Communication Channel.
Offer Window has the meaning given to it in paragraph 3.2 in this Schedule 1.
Products means such products as Bequant enables you to trade in from time to time for the purposes of the OTC services, which may include (without limitation), spot transactions in certain Digital Assets as permitted from time to time by Bequant in its sole discretion.
Price Request means a request made by you to Bequant, via an Agreed Communication Channel, for a price to buy or sell a specified quantity of a Digital Asset.
Purchased Digital Assets means the Digital Assets you are obligated to purchase pursuant to an OTC Transaction.
Purchase Price means the price of Purchased Digital Assets that you are obligated to pay pursuant to an OTC Transaction.
Trade Confirmation shall have the meaning ascribed to it in paragraph 4.3 of this Schedule 1.
Trading Limits shall have the meaning given to it in paragraph 4.6 of this Schedule 1.
Sale Price means the price of Sold Digital Assets at which you are entitled to sell pursuant to an OTC Transaction.
Settlement Date means the date for settling an OTC Transaction.
Sold Digital Assets means the Digital Assets you are obligated to sell pursuant to an OTC Transaction.
2. Price
2.1. Bequant may provide indicative prices in OTC Transactions in such Products as agreed from time to time (“Prices”). At such times as mutually agreed between the Parties, you may submit a Price Request through an Agreed Communication Channel.
2.2. You acknowledge and agree that Bequant shall determine Prices in its sole discretion and may discontinue providing Prices in some or all Products or some or all Digital Assets and/or cease the use of an Agreed Communication Channel at any time for any reason. Bequant provides no representations as to the accuracy or fitness for purpose of any Agreed Communication Channel, nor does Bequant accept any responsibility for any Loss incurred by you arising out of or in connection with your use of an Agreed Communication Channel.
2.3. Prices are proprietary in nature and so the Prices made available by Bequant may differ to other prices provided in the relevant Digital Assets by other providers. Prices are subject to constant change and Bequant shall determine how long Prices remain valid in its sole discretion.
2.4. You acknowledge that the Prices are provided solely for your use of the OTC Transactions and you may not communicate or otherwise use the Prices for any other reason without the prior consent of Bequant unless otherwise provided herein. You acknowledge that any Price provided by Bequant may be inclusive of bid-ask spread and/or a mark-up determined by Bequant to be appropriate for you and the type of OTC Transactions. Bequant is not under any obligation to disclose the specific amount of any bid-ask spread and/or mark-up to you (unless otherwise agreed in writing or required by law).
3. Price Request, Bequant Quote and OTC Order
3.1. Upon receipt of a Price Request, Bequant may provide you, via an Agreed Communication Channel, a Price (which may be denominated in a fiat currency or Digital Asset) at which Bequant is willing to sell or purchase (as the case may be) a specified quantity of Digital Asset (a “Bequant Quote”).
3.2. If you wish to enter into an OTC Transaction with Bequant based on the Bequant Quote, you must submit an OTC Order via an Agreed Communication Channel within ten (10) seconds of the time the Bequant Quote was sent or during the time of the telephone communication where the Bequant Quote was communicated to you (the “Offer Window”).
3.3. Each OTC Order must include such details, as specified by Bequant from time to time, including (without limitation), the relevant trading pairs, the Price (which must be latest Price received from Bequant and shall not have expired or been withdrawn by Bequant, (provided that Bequant may in its discretion execute an OTC Order which references a Price that has expired) and the applicable notional amount (which shall be no less than any minimum amount and no more than any maximum amount that may be specified by Bequant from time to time).
3.4. If the OTC Order is not submitted within the Offer Window, the Bequant Quote will be deemed to be rejected and expired and no transaction may be effective in accordance with the Bequant Quote.
3.5. Where any OTC Order is ambiguous or inconsistent with any other OTC Order, Bequant shall be entitled to rely and act upon any OTC Order in accordance with any reasonable interpretation thereof which Bequant believes in good faith to be the correct interpretation.
3.6. An OTC Order submitted by or on your behalf through an Agreed Communication Channel constitutes an offer to enter into an OTC Transaction between you and Bequant on the terms as set out in such OTC Order, which may be accepted or rejected by Bequant in its sole discretion.
3.7. Bequant may reject an OTC Order for any reason and nothing in this Schedule 1 or the Terms (or otherwise) obliges Bequant to enter into any OTC Transaction with you in response to an OTC Order. Bequant may refuse to enter into any OTC Transaction, accept or otherwise act on any OTC Order without giving any reason or any notice to you. An OTC Order which is not received by Bequant for any reason, including the failure or delay of any Agreed Communication Channel, shall be deemed rejected. Once submitted to Bequant, an OTC Order cannot be withdrawn, cancelled or amended by you once executed by Bequant unless otherwise permitted by Bequant in its sole discretion. Acceptance by Bequant of any OTC Order which does not comply with all of the requirements set out in this paragraph 3 of Schedule 1 shall not obligate Bequant to accept any subsequent non-confirming OTC Orders.
4. OTC Transactions
4.1. Execution of an OTC Order by Bequant, which shall occur upon express confirmation by Bequant to you through an Agreed Communication Channel that the related OTC Order is “done” or has otherwise been “executed”, will constitute a binding agreement to an OTC Transaction between Bequant and you on the terms of the relevant OTC Order.
4.2. Bequant shall notify you of the OTC Transaction via an Agreed Communication Channel but any failure or delay in providing such notice shall not affect the effectiveness of such OTC Transaction. If you do not receive a message through an Agreed Communication Channel indicating that an OTC Order has been accepted and that an OTC Transaction has been entered into promptly after submitting the OTC Order to Bequant, you shall promptly contact Bequant through an Agreed Communication Channel to confirm the status of the relevant OTC Transaction.
4.3. For each OTC Transaction, Bequant shall send to you a written notification via the Agreed Communication Channel confirming the terms of the OTC Transaction, including (1) the Digital Assets to be purchased or sold; (2) the amount of such Digital Assets to be purchased or sold; (3) the Purchase Price or the Sale Price (as the case may be); and (4) the Settlement Date (the “Trade Confirmation”). You shall be responsible for comparing any Trade Confirmation or other record of any OTC Transaction entered into between you and Bequant to your own records of OTC Transactions entered into with Bequant and shall notify Bequant of any discrepancies.
4.4. You acknowledge and agree that, if:
(a) Bequant determines that one or more Prices at which one or more 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; or
(b) Bequant has reason to believe that you have executed an 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 an OTC Transaction does not reflect prevailing market rates, or taking unfair advantage of the way in which Bequant offers prices,
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:
(i) cancel/void such OTC Transaction(s) and treat such OTC Transaction(s) as if they had never been entered into; or
(ii) 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.
4.5. If Bequant cancels an OTC Transaction pursuant to the rights referred to in paragraph 4.4 above, Bequant will reverse any transfers of Digital Assets that have been made to and/or from your Account in connection with such OTC Transaction as if that OTC Transaction had never taken place. If Bequant amends an OTC Transaction pursuant to the rights referred to in paragraph 4.4 above Bequant will confirm the details of the amended terms of the OTC Transaction to you through an Agreed Communication channel and will affect such transfers of Digital Assets to and/or from your Account as are required to reflect the terms of the amended OTC Transaction. You acknowledge and agree that you shall be solely responsible for your own transactions with any third parties that may have been entered into in connection with or reliance on any OTC Transaction(s) that may be subject to any cancellation or amendment pursuant to Bequant’s rights in paragraph 4.4 above.
4.6. You acknowledge and agree that any OTC Orders may be subject to risk and/or credit limits imposed by Bequant from time to time which may be general or specific to you, may apply to all or certain Digital Assets only and at all times are imposed, amended, maintained or removed at the sole discretion of Bequant (“Trading Limits”). Bequant may reject, or cancel or amend any OTC Order, in its sole discretion, where it breaches or will breach a Trading Limit. Bequant shall have no liability to you for any Loss incurred in connection with any OTC Orders which are rejected, or cancelled or amended by Bequant in circumstances where such OTC Orders breach a Trading Limit. You undertake to cooperate with Bequant and supply all information and data that Bequant considers reasonably necessary to set appropriate Trading Limits with respect to the OTC Trading.
4.7. You further acknowledge and agree that, in the absence of Manifest Error, Bequant’s records as to OTC Transactions entered into with you shall be final and conclusive. However, Bequant may at any time rectify any error on any entry, statement, Trade Confirmation or advice which has been proved to its satisfaction, and may demand immediate repayment from you of any Digital Assets erroneously paid over to you as a result of such error. Any and all objections by you shall not be valid unless accompanied by supporting evidence for such objections. You undertake and agree to maintain appropriate records of all OTC Orders and OTC Transactions as required pursuant to Applicable Law.
4.8. Subject to Bequant’s rights as otherwise set out in this Clause 4 of Schedule 1, a Trade Confirmation which does not accurately reflect the relevant OTC Transaction entered into via an Agreed Communication Channel: (a) does not affect the validity of the OTC Transaction which the Trade Confirmation evidences; and (b) where there is Manifest Error, does not entitle you to enforce whatever is inaccurately recorded in the Trade Confirmation.
4.9. Bequant reserves the right to void or reverse from the outset any OTC Transaction involving or deriving from a Manifest Error or to amend the details of such OTC Transaction to reflect that which Bequant considers in its sole and absolute discretion acting in good faith to be the correct or fair details of such an OTC Transaction absent Manifest Error.
4.10. Without prejudice to the generality of the other terms in this Agreement, and in the absence of fraud or bad faith, Bequant shall in no circumstances be liable to you for any Loss or demand of whatsoever nature you may suffer or incur in connection with any Manifest Error howsoever arising, whether direct or indirect, special or consequential, even if Bequant had been advised of the possibility of the same arising or that the same were reasonably foreseeable.
4.11. For each OTC Transaction, one party will sell, transfer, and deliver full legal and beneficial rights, title, and interest in the Purchased Digital Assets, while the other party will purchase these rights, title, and interest. Similarly, one party will sell, transfer, and deliver full legal and beneficial rights, title, and interest in the Sold Digital Assets, with the other party purchasing these rights, title, and interest. These transactions will be carried out in accordance with the settlement terms specified in Clause 5 of this Schedule 1. For the avoidance of doubts, any funds or Digital Assets transferred to us on a pre-funded basis will be by way of a title transfer, whereby all rights, titles and interest in those pre-funded amounts and Digital Assets will be passed on to Bequant. Bequant will only have a legal obligation to return an equivalent amount or equivalent Digital Assets in the event of a settlement failure.
4.12. You agree that Bequant may rely on, and you shall be bound by, any notice, OTC Order or other communication provided by any person that Bequant reasonably believes is authorised by you to provide such notice, OTC Order or other communication, whether or not such person has actual authority to do so on your behalf.
5. Settlement
5.1. On the Settlement Date:
(a) 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
(b) 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.
5.2. Following receipt of payment equal to the Purchase Price or transfer of the Sold Digital Assets in accordance with paragraph 5.1 of this Schedule 1, Bequant shall either:
(a) 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
(b) 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.
5.3. You agree and acknowledge that with respect to any and all wire transfers from you or on your behalf to Bequant, the name on the originating account must match exactly your name as provided by you to Bequant and if it does not, Bequant reserves the right to reject the wire transfer.
5.4. If on any Settlement Date, the parties have payment and delivery obligations with respect to multiple completed OTC Transactions in the same cryptocurrency, Bequant may net such completed OTC Transactions against each other as follows: (i) any Sold Digital Assets that you are required to deliver will be netted against any Purchased Digital Assets that Bequant is required to deliver; (ii) any Purchase Price that you are required to pay will be netted against any Sale Price that Bequant is required to pay; and (iii) a net number of units of the relevant cryptocurrency will be delivered by one party against a net purchase price to be paid by the other party.
6. Default
6.1. In the event that you fail to settle, disavow or repudiate an OTC Transaction in accordance with this Schedule, or you are subject to an Event of Default; Bequant or its designee shall have the right, in its sole discretion, to take any of the following actions:
(a) 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;
(b) set off and net any obligations of Bequant to you against any obligations of you to Bequant;
(c) terminate any or all of Bequant’s obligations for future performance to you; and
(d) take such other actions as Bequant, in its sole discretion, deems necessary or appropriate for its protection, all without notice or advertisement.
7. Representations
7.1. You hereby represent and warrant to Bequant, on each Settlement Date:
(a) 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;
(b) 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;
(c) 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;
(d) 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;
(e) 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
(f) 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
8.1. For the avoidance of doubt, the limitation of warrant and liability and indemnification and releases set out in the Terms shall cover the OTC Trading herein, and this Schedule 1 and the Terms shall be interpreted accordingly.
8.2. Upon the occurrence of any Hedge Position Cancellation, Bequant may, at its sole and absolute discretion, elect to terminate the OTC Transaction upon notice to you, in which event the OTC Transaction shall be deemed null and void. For the avoidance of doubt, in no event shall Bequant or Bequant Group Companies or service providers, or any of our or their respective officers, directors, agents, employees or representatives, be liable for any Loss or damage arising under or in connection with any action taken by Bequant in accordance with the preceding sentence.
8.3. You acknowledge and agree that the use of an Agreed Communication Channel in connection with the OTC Trading is entirely at your own risk and accordingly, you assume full responsibility and risk of Loss resulting from or relating to such use (including but not limited to any Loss, of any kind whatsoever arising directly or indirectly as a result of: (i) any Price provided by Bequant; (ii) any errors in or omissions from an Agreed Communication Channel; (iii) any failure of an Agreed Communication Channel to transmit, or any delay in the transmission or receipt of any OTC Order , any rejection or non-execution of any OTC Order, or any delay by you in the receipt of any notification (including any Trade Confirmation) confirming that any OTC Order has or has not been executed; or (iv) any unauthorised access to or use of an Agreed Communication Channel).
Schedule 2
Prime Brokerage
This Schedule 2 (Prime Brokerage) is supplemental to the Terms and the provisions set out in theTerms shall continue to apply between you and Bequant. You will be deemed to accept the terms of Schedule 2 on each occasion you use the Digital Broking Services. In the event of any conflict or inconsistency between the terms of Schedule 2 and the Terms, the terms of Schedule 2 shall prevail with respect to the services contemplated hereunder, unless expressly stated otherwise.
Bequant may make changes to the terms of Schedule 2 (or any terms or information incorporated by reference) at any time by updating the terms of Schedule 2 on our website and your continued use of the Prime Brokerage services and acceptance of these terms in Schedule 2 constitutes your express consent to any such changes.
Any capitalised terms used but not defined in this Schedule 2 shall have the meaning given to them in the Terms between the Parties.
1. Interpretation
In these Terms:
Prime Broker means Bequant Prime Limited.
Prime Brokerage Services shall have the meaning given to it in paragraph 2 of this Schedule 2.
2. Prime Brokerage Services
2.1. Bequant may provide you with certain Prime Brokerage Services which shall include, but not limited to:
(a) Provision of Custody Services;
(b) Provision of Transfer Services;
(c) Digital Asset Lending; and
(d) OTC Trading.
2.2. You must be an Institutional Investor, as determined by Bequant in accordance with Applicable Laws, to receive Prime Brokerage Services.
3. Unsupported Digital Assets
Where you transfer Digital Assets into your Bequant Account which do not comply with our deposit rules, and may not be supported by the Prime Broker, such “'Unsupported Digital Assets”, we may, in our absolute discretion, instruct you to convert or provide alternative Digital Assets or to return the transfer of Unsupported Digital Assets at any time.
4. Indemnity and Risks
4.1. You shall fully and promptly indemnify the Prime Broker, its officers, directors, employees, agents and affiliates from and against any taxes and all claims, proceedings, expenses, Costs, Losses, damages and liabilities of every description which may be sustained or incurred by, or asserted against, the Prime Broker, its officers, directors, employees, agents and affiliates in connection with the performance of the Prime Brokerage Services provided pursuant to this Schedule.
4.2. You agree and acknowledge that:
(a) Trading of Digital Assets has associated risks and may result in partial or total loss of your Digital Assets.
(b) Digital Assets are inherently volatile and may generate unpredictable and unforeseen risks, therefore any and all Losses arising from use of the Prime Brokerage Services is borne by you and the Prime Broker shall not be held liable in any manner whatsoever. Please read the Risk Disclosure Statement and website carefully before using the Prime Brokerage Services.
(c) You agree and acknowledge that you understand and accept the provisions set out herein.