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. 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.
1.4. These Terms set out the basis on which we provide the Digital Broking Services.
1.5. 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.
1.6. 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.
1.7. 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]
2.1. In these Terms:
2.1.1. “Airdrop” has the meaning given to it in Clause 6.5.
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 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.
2.1.4. “Bequant Account” means any account created by Bequant for you upon registration with Bequant to receive the Digital Broking Services.
2.1.5. “Bequant Group Companies” refers to the following entities:
(a) Bequant Holding Limited, with company number C87895 and and its registered office is 6, Villa Gauci, Mdina Road, Balzan BZN 9031, Malta;
(b) Bequant Pro Limited, with company number C88065 and its registered office is 6, Villa Gauci, Mdina Road, Balzan BZN 9031, Malta;
(c) Bequant Servicing Limited, with company number 11518450 and its registered office is 99a Mews Street, St Katharine Docks, London E1W 1BD, the United Kingdom;
(d) Bequant Prime Limited, with company number 218593 and its registered office is House of Francis Room 303, Ile Du Port, Mahe, Seychelles; and
(e) Bequant Global Limited, with company number 222094 and its registered office is House of Francis Room 303, Ile Du Port, Mahe, Seychelles.
2.1.6. "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.
2.1.7. “Business Day” means any day which Bequant is open for business.
2.1.8. “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.
2.1.9. “Custody Services” means the services provided by Bequant in accordance with Schedule 2 hereto.
2.1.10. "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.
2.1.11. “Digital Asset Lending” means services provided by Bequant or our affiliate, under a Master Digital Asset Loan Agreement.
2.1.12. “Digital Broking Services” means the services provided by Bequant, including but not limited to, Custody Services, Digital Asset Lending, OTC Trading, trading in Digital Assets, Prime Brokerage and direct market access to exchanges.
2.1.13. “Events of Default” means the events outlined in Clause 14.1.
2.1.14. “Exchange” has the meaning given to it under Schedule 3.
2.1.15. “Fiat” means non-digital currencies issued by central banks pursuant to government regulation.
2.1.16. “Fiat Bank” means a third-party custodian bank which holds your Fiat.
2.1.17. “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
2.1.18. “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.
2.1.19. “Instruction” means an instruction from you to Bequant in relation to the Digital Broking Services, your Bequant Account or any services under these Terms.
2.1.20. “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.
2.1.21. “Master Digital Asset Loan Agreement” means the loan agreement entered into between you and Bequant for the provision of Digital Asset loans.
2.1.22. “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.
2.1.23. “Order” means an exchange market order, an exchange limit order, an off-exchange OTC order, a Prime Brokerage Order, or any further type of order that Bequant makes available to you as part of the Digital Broking Services.
2.1.24. “OTC Trading” means the services provided by Bequant in accordance with Schedule 2 hereto.
2.1.25. “Prime Brokerage” means the services provided by Bequant in accordance with Schedule 3 hereto.
2.1.26. "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.
2.1.27. "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.
2.1.28. “Third-Party Service Provider” means an entity providing services and such entity is not part of the Bequant Group Companies.
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 e-mail 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 Custody Services
Schedule 2: applies if you use OTC Trading Services
Schedule 3: applies if you use Prime Brokerage Services
5. BEQUANT ACCOUNT AND ORDERS
5.1. Before transferring Digital Assets into your Bequant Account, 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 on Bequant and Bequant assumes no responsibility or liability for any attempted use or storage of unsupported Digital Assets on Bequant. You can find a list of supported Digital Assets from the Bequant platform.
5.2. You may withdraw Digital Assets from the Bequant Account by transferring them to an external digital asset wallet. The withdrawal of Digital Assets may be subject to periodic withdrawal limits.
5.3. 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.
5.4. 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.
5.5. 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.
6. DIGITAL ASSET PROTOCOLS, FORKS AND AIRDROPS
6.1. 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.
6.2. 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.
6.3. 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.
6.4. We will not usually notify you before making a change to your portfolio under Clause 6.3. 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.
6.5. 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.
7.1. 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. In addition, you agree to pay applicable exchange fees for each executed transaction as shown on the Bequant platform under a trade report.
7.2. 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.
7.3. 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.
7.4. You agree and understand that the Bequant platform provides an indicative exchange fee for each transaction prior to the execution of a transaction. The final legally binding rate will be shown on the Bequant platform under a trade report upon the execution of a transaction. All exchange fees are deducted immediately from your Bequant Account upon the execution of a transaction.
7.5. 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.
7.6. Our fees may change from time to time as notified to you in advance before such change takes effect. The exchange fee for each transaction may change throughout a trading day. Bequant shall not be responsible or liable for notifying you about any changes to the exchange rates. 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.
7.7. Where daily/monthly fees or exchange 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 7.2, 7.3 and 7.4.
8. REPRESENTATIONS AND WARRANTIES
8.1. Each time you utilise any of the Digital Broking Services, you represent and warrant to Bequant that:
8.1.1. you have the full power and authority to utilise the Digital Broking Services, the Digital Assets are free from any charge or encumbrance that would prevent them from being utilised;
8.1.2. 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;
8.2. In addition, you represent and warrant to Bequant that:
8.2.1. 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;
8.2.2. you will not disguise or attempt to disguise your location through IP proxying or other methods;
8.2.3. 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.
8.2.4. you will pay all applicable Tax for any transactions completed on Bequant in accordance with Applicable Law.
9. ANTI-MONEY LAUNDERING, SANCTIONS AND LIMITATION TO OUR SERVICES
9.1. 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.
9.2. 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.
9.3. 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].
9.4. 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.
9.5. 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.
9.6. We may not provide all of our Digital Broking Services to customers domiciled in certain countries due to restrictions under Applicable Law or restrictions under our internal policies (these are known as "restricted countries"). If you are or you become a resident of a restricted country, you may be able to access some of our Digital Broking Services, but not all of our Digital Broking Services. We may change the list of restricted countries, as well as the Services that are available in a restricted country, from time to time. For further information, please contact us at [email protected].
9.7. 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].
9.8. 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 or restricted country, or your country becomes a prohibited or restricted country, or if caused by circumstances outside of our control.
9.9. 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 or restricted country, or your country becomes a prohibited or restricted country, or if caused by circumstances outside of our control.
10.1. 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.
10.2. 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.
10.3. 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.
10.4. 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.
10.5. 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.
10.6. Bequant does not take any responsibility for Losses to you caused by security breaches.
10.7. 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.
11. LIMITATION OF OUR LIABILITY
11.1. 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.
11.2. 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:
11.2.1. 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;
11.2.2. 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;
11.2.3. 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;
11.2.4. 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;
11.2.5. the general risks of investing or entering into any Order or using the Digital Broking Services, including those described in the Risk Disclosure Statement;
11.2.6. the provision or unavailability of any Digital Asset, Bequant Account, the Digital Broking Services or the Bequant platform;
11.2.7. the collection, deposit or credit of invalid, fraudulent or forged Digital Assets transfers;
11.2.8. 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;
11.2.9. 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;
11.2.10. 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;
11.2.11. any information that we provide on Digital Assets, market trends or otherwise, even if such information is provided at your request;
11.2.12. 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;
11.2.13. your or an Authorised Person’s Instructions, any unauthorised Instructions or our refusal to act on any Instruction;
11.2.14. any Force Majeure Event;
11.2.15. a Network Event not reasonably within our control;
11.2.16. an Event of Default;
11.2.17. any interruption, delay, suspension, discontinuance or failure of the Digital Broking Services;
11.2.18. any refusal to process or authorise, or any reversal of, any transaction for any reason;
11.2.19. 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;
11.2.20. any unauthorised or ineligible use of the Digital Broking Services contrary to these Terms;
11.2.21. our compliance with Applicable Laws and/or court orders;
11.2.22. your inability to use the Digital Broking Services or the cost of procuring substitute services;
11.2.23. termination of these Terms;
11.2.24. any return or purported return of Digital Assets upon termination of these Terms for whatever reason,
11.2.25. any Loss or damage whatsoever which does not stem directly from our breach of these Terms; and/ or
11.2.26. 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 11.2 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.
11.3. 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.
11.4. 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 THE FEES PAID BY YOU TO BEQUANT UNDER THESE TERMS IN THE TWELVE-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY OR USD$100,000 WHICHEVER IS THE LOWER AMOUNT.
11.5. 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.
11.6. 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.
11.7. 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.
11.8. 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.
12. YOUR LIABILITY
12.1. 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.
12.2. 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.
12.3. 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.
13. DATA PROTECTION
13.2. 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.
14. CANCELLING TRADES AND ORDERS AND RESTRICTING OR TERMINATING YOUR ACCESS
14.1. If the following Events of Default occur:
14.1.1. 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, Bequant Rules or its customers’ legitimate interests;
14.1.2. it becomes or may become (in our reasonable opinion) contrary to Applicable Law for us to maintain or give effect to all or any of the obligations under these Terms or otherwise provide access to Bequant;
14.1.3. 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);
14.1.4. 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);
14.1.5. 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;
14.1.6. where you have, or we reasonably believe that you have, acted in an unfair or abusive manner, by breaching the Bequant Rules;
14.1.7. 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
14.1.8. 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:
14.1.9. terminate, cancel or reverse an Order created or entered into by you;
14.1.10. restrict, freeze or terminate your Bequant Account and any of your Digital Assets;
14.1.11. restrict, freeze or terminate your access to the Digital Broking Services;
14.1.12. close out all or any of your open position at current market prices; and/or
14.1.13. 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.
14.2. If you become aware of the occurrence of any event referred to in Clause 14.1, you must give us notice of such event as soon as is reasonably practicable.
14.3. If we terminate an Order or restrict your use of Digital Broking Services or your Bequant Account in accordance with this Clause 14, 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.
15. INTELLECTUAL PROPERTY
15.1. 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.
15.2. 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.
15.3. 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.
15.4. 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.
16. TERM AND TERMINATION
16.1. 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.
16.2. 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.
16.3. 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).
16.4. In addition to our rights in clause 16.3, 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:
16.4.1. you provide incorrect, incomplete or misleading information or make a representation or warranty that is incorrect or misleading;
16.4.2. you act fraudulently or dishonestly or in our discretion that a transaction is fraudulent or erroneous;
16.4.3. 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);
16.4.4. 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;
16.4.5. any of your Bequant Account or you are subject to pending investigation or government proceedings;
16.4.6. any of your Digital Assets are subject to enforcement of a judgment or are expropriated, compulsorily acquired or resumed on any basis;
16.4.7. you are convicted of a tax or other crime in any jurisdiction;
16.4.8. 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;
16.4.9. 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
16.4.10. any other event of default (however described) under any other agreement between you and any Bequant Group Companies occurs.
16.5. You acknowledge that Bequant’s decision to take certain actions in Clause 16.4 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.
16.6. 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.
17. FEEDBACK AND COMPLAINTS POLICY
17.1. 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.
18. FINANCIAL ADVICE
18.1. 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.
18.2. 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.
19. BANK ACCOUNTS
19.1. Any bank account details that you provide us are subject to our verification procedures. Any changes you made to your registered bank account details may only be made from within your Bequant Account by an Authorised Person and such changes will be subject to verification.
19.2. Bequant may determine at its sole discretion the manner of bank verification, which may be notified to you at the time of onboarding. Bequant reserves the right to require re-verification at any time and to alter the manner of re-verification at any time. Re-verification of bank accounts may be subject to charges, which shall be notified to you.
19.3. Bequant uses adequately regulated third-party handling agents for the receipt, handling and custody of Fiat. It is your responsibility to ensure that you are transferring any Fiat funds to the account provided by Bequant. Bank account details, along with instructions for paying in Fiat deposits, may be provided to you upon your request from the relevant Bequant member of staff.
19.4. 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.
20.1. 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.
21.1. 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.
21.2. 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.
21.3. 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.
21.4. 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.
21.5. 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,
21.6. 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 USD10, 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 USD10, 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 USD10, 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.
21.7. Property subject to investigation. Notwithstanding clause 21.6, 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 law or violation of these Terms.
21.8. 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, 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.
21.9. 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.
21.10. Security Interests: You must not create any security over your Digital Assets unless Bequant explicitly states to the contrary in writing.
21.11. No fiduciary duty: You acknowledge that none of
21.11.1. the relationship between you and us;
21.11.2. the Digital Broking Services provided by Bequant; or
21.11.3. 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.
21.12. 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.
21.13. 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.
21.14. 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.
21.15. 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
21.16. Arbitration: Any dispute arising out of or in connection with these Terms, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the London Court of International Arbitration Rules, which Rules are deemed to be incorporated by reference into this clause.
21.16.1. The number of arbitrators shall be three except when the Emergency Arbitrator Procedure is followed pursuant to Article 9B of the Rules of the London Court of International Arbitration in which case the number of the arbitrator is one.
21.16.2. The seat, or legal place, of arbitration shall be London.
21.16.3. The language to be used in the arbitral proceedings shall be in English.
21.16.4. The parties expressly agree, pursuant to Article 9B (Emergency Arbitrator) of the Rules of the London Court of International Arbitration, that the Emergency Arbitrator procedure shall apply, provided the amount in dispute does not exceed USD$100,000 at the time of the communication about the Emergency Arbitrator process.
This Schedule 1 (Custody Services) 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 Custody 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 Custody services and acceptance of these terms in Schedule 1 constitutes your express consent to any such changes.
Any capitalized terms used but not defined in this Schedule 1 shall have the meaning given to them in the Terms between the Parties.
1. You instruct us to arrange for any Digital Assets which you have transferred to or bought on the Bequant platform to be held on your behalf until we receive further instruction from you to sell that Digital Asset. This is called "custody", and means that the person holding those Digital Assets on your behalf will be your "custodian".
2. Notwithstanding paragraph 1 of this Schedule 1, unless we expressly agree to hold your Digital Assets in the Bequant custody system, we shall not act as custodian of your Digital Assets held in connection with the Digital Broking Services.
3. On your instructions, we may pass your Digital Assets received from you to a third party (e.g. an Exchange, OTC counterparty, a clearing and settlement agent or a custodian), including a third party outside the EEA (this is called a "Third Party Custodian"), to hold or control in order to effect a transaction through or with that person or to satisfy your obligation to provide collateral in respect of a transaction. We have no responsibility for any Loss, acts or omissions caused by the Third Party Custodian, or insolvency or dissolution of the Third Party Custodian unless any Losses which you incur have been caused by our fraud, wilful default or gross negligence.
4. The Third Party Custodian may not hold your Digital Assets on trust or in any a fiduciary capacity and may not segregate the Digital Assets in a distinct account belonging to you but place the Digital Assets in a common pool of identical Digital Assets (and, accordingly, such Digital Assets may be accessible to the creditors of the Third Party Custodian and/or other third parties). In the event of the insolvency or any other analogous proceedings in relation to that Third Party Custodian, we may only have an unsecured claim against the Third Party Custodian on behalf of you and our other clients, and you may be exposed to the risk that the Digital Assets received by us from the Third Party Custodian is insufficient to satisfy your claims and the claims of all other clients in respect of the relevant account. Where we have expressly agreed to hold your Digital Assets in the Bequant’s custody system, we will keep those Digital Assets in an account separate from an account belonging to us. As a custodian, we will hold the assets on your behalf in accordance with the Applicable Law.
5. We may establish and maintain multiple accounts for your Digital Assets either within the Bequant’s custody system where we act as your custodian or within the Third Party Custodian’s system and shall from time to time deliver, or receive, all assets accepted by us to such accounts. The Custody Services herein do not apply to regulated financial instruments (including but not limited to shares, bonds and derivatives) under any circumstances, and such a determination shall be at our full discretion.
6. When Bequant is holding Digital Assets on your behalf, the following measures will be taken in relation to their protection and for safeguarding your ownership rights, including:
(a) providing you with information of any transactions via the Bequant platform relating to the assets;
(b) exercising rights or take other specific action, as directed by you, relating to the assets in the Custody Account and advise you of such action;
(c) keeping records and accounts enabling Bequant to distinguish assets held for you from assets held for any other client;
(d) maintaining our records and accounts in a way that ensures their accuracy and, in particular their correspondence to the assets held for you;
(e) conducting, on a regular basis, reconciliations in accordance with Applicable Law;
(f) not rehypothecating or lending the assets, unless mutually agreed between the parties.
7. Detailed records of all your Digital Assets held by Bequant or Third Party Custodian will be kept by us at all times to show that your Digital Assets are held on your behalf, for your benefit and do not belong to us.
8. You shall pay us a fee, to be agreed upon by the parties, as remuneration for Custody Services performed by us pursuant to this Schedule 1. Where we incur taxes, incidental expenses, and other expenses in performing our obligations under this Schedule 1, we shall be entitled to deduct fees due to us from the Digital Assets.
9. Instructions from you to us as provided in this Schedule 1 shall be given by an Authorised Person whose proof of authority and personal details shall have been furnished to us in advance.
10. You shall have the following duties and responsibilities with respect to the Digital Assets in the Bequant Account:
(a) Authorised Persons will be given security credentials to log into the Custody Services. These security credentials allow the owner to conduct various operations related to the Custody Services, including withdrawal requests.
(b) You agree and acknowledge that you are solely responsible for the safe-keeping of security credentials provided to you to access the Custody Services.
(c) You agree and acknowledge that if an Authorised Person’s credentials are lost or stolen, that Bequant is not, under any circumstances, liable for any withdrawals undertaken with those credentials.
(d) You agree that we will check all depositing addresses via transaction monitoring software and may choose to suspend or return deposits at our full discretion.
(e) Unsolicited deposits to your Bequant Account will be checked and if necessary, returned to the original depositing address.
(f) Withdrawal requests can be made via the user interface for the Custody Services, which includes approval steps by Authorised Persons and Bequant.
11. Unless otherwise agreed between you and Bequant, we agree that (i) the Digital Assets are not subject to any right, charge, security interest, lien or claim of any kind in our favour and (ii) the beneficial ownership of the Digital Assets shall be freely transferable without the payment of money or other value. Notwithstanding the foregoing, we shall at all times have a lien for any unpaid fees or debts to which Bequant is entitled under the terms of this Schedule 1 and the Terms and Bequant shall have a right to set off such unpaid fees, debts or other liabilities that you may owe to Bequant or Bequant Group Companies against any Digital Assets belonging to you that Bequant and Bequant Group Companies may hold in its possession from time to time.
12. We shall not assume any responsibility with respect to the assets held by us pursuant to this Schedule 1 for any Loss caused by events beyond our control and other events (including but not limited to any Losses incurred in the account with a Third Party Asset Holder), except Loss caused by our fraud, gross negligence or wilful misconduct. We shall exercise reasonable care in the performance of our duties as are set forth or contemplated herein or contained in instructions given to us which are not contrary to this Schedule 1 or the Terms.
13. The terms contained in this Schedule 1 shall become effective on the date which you first utilise the Custody Services and shall remain in full force until terminated in accordance with this Schedule 1.
14. You agree to hold harmless and fully indemnify Bequant and Bequant Group Companies, including our employees, director and officers, from any liability incurred as a result of the performance of our duties under this Schedule 1.
15. You undertake that where you are acting as a trustee, attorney or in any other fiduciary capacity, that (i) the appointment of the custodian and the provision of Custody Services are expressly permitted; (ii) you will act within your due power, authority and capacity at all times; and (iii) you have the full power, authority and capacity to deal with the Digital Assets held by us as if you were the beneficial owner and we are entitled to treat such instructions as made on such a basis.
16. Nothing in this Schedule 1 shall give rise to any fiduciary or equitable duty which would oblige us to accept liabilities and obligations that are not expressly set out in this Schedule 1.
17. Upon the termination of the Custody Services, all the Digital Assets held by us or a Third Party Asset Holder shall be delivered to a successor custodian or to you, per your instructions; provided, however, that we will not be required to make any such delivery until full payment shall have been made to us or Bequant Group Companies in relation to all fees, remuneration, Costs and expenses which you may owe to us or Bequant Group Companies from time to time. In the event that we terminate this Schedule 1, we shall continue to hold under this Schedule 1 all Digital Assets then held by us until you have sufficient time and opportunity to make other arrangements for the custody and servicing of such assets.
18. If you have not instructed us about the Digital Assets in your Bequant Account (e.g. to sell the Digital Assets) and we are unable to trace you despite having taken reasonable steps to do so, you authorise us to liquidate those Digital Assets and hold the proceeds (if any) in your Bequant Account, in order to pay our fees and Costs. We will try to contact you before we do this.
19. For the avoidance of doubt, the limitation of warrant and liability and indemnification and releases set out in the Terms shall cover the Custody Services, and this Schedule 1 and the Terms shall be interpreted accordingly.
This Schedule 2 (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 2 on each occasion you use the OTC Trading 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 OTC Trading services and acceptance of these terms in Schedule 2 constitutes your express consent to any such changes.
Any capitalized terms used but not defined in this Schedule 2 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 2. YOU MAY NOT PICK AND CHOOSE WHICH TERMS APPLY TO YOU. IF YOU DO NOT AGREE WITH ALL OF THE TERMS IN THIS SCHEDULE 2, YOU MUST CEASE ALL ACCESS AND USE OF THE BEQUANT OTC TRADING SERVICES. NOTHING IN THIS SCHEDULE 2 IS INTENDED TO CREATE ANY ENFORCEMENT RIGHTS BY THIRD PARTIES. IF YOU DO NOT UNDERSTAND ALL OF THE TERMS AND CONDITIONS IN THIS SCHEDULE 2, YOU SHOULD CONSULT WITH A LEGAL ADVISER BEFORE USING THE BEQUANT OTC TRADING SERVICES.
In these Terms:
Executed OTC Order has the meaning given to it in paragraph 2.1 in this Schedule 2.
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 Executed OTC Order.
OTC Order means a request for a quote to buy or sell a specified quantity of a Digital Asset for a specified price on an over-the-counter basis and such quote has not been confirmed, cancelled or expired.
Purchased Digital Assets means the Digital Assets you are obligated to purchase pursuant to an Executed OTC Order.
Purchase Price means the price of Purchased Digital Assets that you are obligated to pay pursuant to an Executed OTC Order.
Sale Price means the price of Sold Digital Assets that you are entitled to receive pursuant to an Executed OTC Order.
Settlement Date means the date for settling an Executed OTC Order.
Sold Digital Assets means the Digital Assets you are obligated to sell pursuant to an Executed OTC Order.
2. OTC Order
2.1. At such times as mutually agreed between the Parties, you may submit an OTC Order to Bequant via email or other agreed electronic means. Upon receipt of an OTC Order, Bequant may provide to you a price (which may be denominated in Fiat or other Digital Asset) at which it is willing to buy or sell (as the case may be) a specified quantity of such Digital Asset (a “Price Quote”). You must accept a Price Quote within the expiry time, as defined by Bequant from time to time, otherwise the Price Quote will be deemed to be rejected and expire and no transaction may be effective in accordance with the Price Quote. If you accept the Price Quote within the applicable expiry time, a transaction will be deemed to have been executed on the terms set forth in the agreed Price Quote, only upon the issuance of a confirmation to you (an “Executed OTC Order”). If Bequant does not provide a confirmation to you, the Price Quote shall be deemed to be rejected and expire and no transaction shall be effected in accordance with such Price Quote.
2.2. For each Executed OTC Order, Bequant shall send to you a trade confirmation confirming the terms of the Executed OTC Order, 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.
2.3. OTC Orders may only be submitted and accepted by each Party’s authorised persons (“Authorised Persons”) as notified between the parties from time to time.
3.1. On the Settlement Date:
(a) where you are acting as purchaser of such Executed OTC Order, you shall deliver 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; or direct its Authorised Persons to do so; or
(b) where you are acting as seller of such Executed OTC Order, 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; or direct its Authorised Persons to do so.
3.2. Following receipt of payment of the Purchase Price or transfer of the Sold Digital Assets in accordance with paragraph 3.1 of this Schedule 2, Bequant shall either:
(a) where you are the purchaser of such Executed OTC Order, 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 such Executed OTC Order, deliver, or shall direct its designees to deliver, 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.
4.1. In the event that you fail to settle, disavow or repudiate an Executed OTC Order in accordance with this Schedule, or become insolvent, files for bankruptcy, or are subject to an Event of Default; Bequant or its designee may liquidate, close-out, cancel and/or terminate all Executed OTC Orders. Any proceeds obtained from the liquidation of such Executed OTC Orders shall be applied to the discharge of your obligations towards Bequant or its designee. In lieu of liquidating one or more positions, Bequant or its designee may elect to reasonably determine in good faith its total Losses and Costs (or gains) in connection with such Executed OTC Orders (as the case may be), including any Loss of bargain, Cost of funding, Losses or Costs incurred as a result of its terminating, liquidating, obtaining or re-establishing of any transaction, hedge or related trading position (or any gain resulting from any of them) and calculate amounts owed by you by taking into account such determination.
5.1. You hereby represent and warrant to Bequant, on each Settlement Date:
(a) You acknowledge and agree that when entering into an Executed OTC Order, you will be transacting for your own account, and in an arm’s-length role in relation to Bequant;
(b) you are the lawful owner of such Sold Digital Assets, which is free and clear of any and all security interests, liens, pledges, claims (pending or threatened), charges, escrows, encumbrances or similar rights; with respect to any Sold Digital Assets that you sell, transfer and deliver through Bequant or its designee under any Executed OTC Order. Also, you have the absolute right to sell, assign, convey, transfer and deliver such Sold Digital Assets; and
(c) you are the lawful owner of its 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.
6. Limitation of Liability
6.1. 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 Services, and this Schedule 3 and the Terms shall be interpreted accordingly.
6.2. Upon the occurrence of any Hedge Position Cancellation, Bequant may, at its sole and absolute discretion, elect to terminate the Executed OTC Order upon notice to you, in which event the Executed OTC Order 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.
This Schedule 3 (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 3 on each occasion you use the Digital Broking Services. In the event of any conflict or inconsistency between the terms of Schedule 3 and the Terms, the terms of Schedule 3 shall prevail with respect to the services contemplated hereunder, unless expressly stated otherwise.
Bequant may make changes to the terms of Schedule 3 (or any terms or information incorporated by reference) at any time by updating the terms of Schedule 3 on our website and your continued use of the Prime Brokerage services and acceptance of these terms in Schedule 3 constitutes your express consent to any such changes.
Any capitalized terms used but not defined in this Schedule 3 shall have the meaning given to them in the Terms between the Parties.
In these Terms:
Direct Market Access means the ability for you as the user of the Prime Brokerage Services to enter into trades directly with Exchanges via API access.
Exchange or Exchanges means an exchange for cryptocurrencies and other digital assets operated by a third party to which Bequant has access. It may also include Bequant Global Limited, an unregulated exchange operated by the Bequant Group Companies.
Exchange Terms means the applicable terms and conditions, as updated from time to time, for each Exchange.
Prime Broker means Bequant Prime Limited.
Prime Brokerage Services shall have the meaning given to it in paragraph 2 of this Schedule 3.
Prime Brokerage Order means an instruction from you to buy or sell a specified quantity of Digital Asset for a specified price when using the Prime Brokerage Services provided by Bequant.
2. Prime Brokerage Services
2.1. Bequant may provide you with certain Prime Brokerage Services which shall include, but not limited to:
(a) Entering into Prime Brokerage Orders on a matched principal basis on Exchanges, upon receipt of a Prime Brokerage Order;
(b) Provision of Custody Services;
(c) Entering into Prime Brokerage Orders via Direct Market Access;
(d) Digital Asset Lending;
(e) OTC Trading.
2.2. You must be an Experienced Investor, as determined by Bequant in accordance with Applicable Laws, to receive Prime Brokerage Services.
3. Unsupported Digital Assets
3.1. In addition to Clause 4 of the Terms, 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. Exchange Access
4.1. You will inform the Prime Broker, in the manner specified to it, of the Exchange on which Direct Market Access is requested.
4.2. Each time you utilise or access the Prime Brokerage Services, you represent and warrant to the Prime Broker that you have read, understood and fully adhere to and are responsible for complying with the relevant Exchange Terms. The Prime Broker is not responsible for any suspension of account, trading, deposits or withdrawals on the relevant Exchanges due to technical issues or whatsoever. The Prime Broker will inform you of any notifications received from the relevant Exchanges on a commercially reasonable basis and is not responsible for any delay or omission in forwarding such notifications.
4.3. You agree and acknowledge that where your Digital Assets are transferred between Exchanges, these transfers are subject to the performance of the underlying blockchain network and the relevant Exchange. The Prime Broker is not responsible, in any respect, for any associated delays or failures in transferring your Digital Assets between Exchanges.
4.4. The Prime Broker reserves the right to ask you to provide additional information or any documentation that may be required by any relevant Exchange Terms.
5. Prime Brokerage Order
5.1. When you enter into a Prime Brokerage Order that involves the use of leverage, you acknowledge and agree to meet any request of margin call, to pay, fund or transfer any Digital Assets immediately upon request by the Prime Broker or the relevant Exchanges. You remain responsible for complying with such requests and monitoring your own positions across the relevant Exchanges. Failure to do so may result in closure of positions by the Prime Broker or the relevant Exchanges.
5.2. You also agree and acknowledge that the Prime Broker may set off any your payment obligations across Exchanges in its full discretion.
6. Indemnity and Risks
6.1. 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, damaged 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 or arising out of the settlement of any Prime Brokerage Order and the performance of the Prime Brokerage Services provided pursuant to this Schedule.
6.2. 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 carefully before using the Prime Brokerage Services.
(c) You are fully responsible for maintaining your knowledge of and adherence to and compliance of the relevant Exchange Terms, including but not limited to collateral requirements and adequacy.
(d) Your Digital Assets, when held on Exchanges and other Third Party Asset Holders, will be subject to the counterparty risk or any specified or unforeseen risks of that relevant Exchange or the Third Party Asset Holder and the Prime Broker shall not be held liable for any Losses or Costs incurred by you under any circumstances.