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 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 services provided by Bequant in accordance with Schedule 2 hereto.
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, Digital Asset Lending, OTC Trading, trading in Digital Assets, Prime Brokerage and direct market access to exchanges.
2.1.16. “Events of Default” means the events outlined in Clause 14.1.
2.1.17. “Exchange” has the meaning given to it under Schedule 3.
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. “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.
2.1.24. “Master Digital Asset Loan Agreement” means the loan agreement entered into between you and Bequant for the provision of Digital Asset loans.
2.1.25. “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.
2.1.26. “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.
2.1.27. “OTC Trading” means the over-the-counter services provided by Bequant in accordance with Schedule 2 hereto.
2.1.28. “Prime Brokerage” means the services provided by Bequant in accordance with Schedule 3 hereto.
2.1.29. "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.
2.1.30. "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.
2.1.31. “Third-Party Service Provider” means an entity providing services and such entity is not part of the Bequant Group Companies.
2.1.32. “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.
2.1.33. “Withdrawal” has the meaning given to that expression in Clause 7.3.
2.1.34. “Withdrawal Address” has the meaning given to that expression in Clause 7.3.
2.1.35. “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 Custody Services
Schedule 2: applies if you use OTC Trading Services
Schedule 3: applies if you use Prime Brokerage Services
Schedule 4: applies if you use the Finery Market Platform
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. 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 unauthorised Fiat account we reserve the right to return the money net of any associated transaction fees.
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. We partner with one or more fully regulated banks, electronic money institutions or payment service providers to allow users of the Bequant platform to deposit and withdraw supported currencies. These third parties are responsible for the receipt, handling and custody of Fiat currency funds. You hereby acknowledge and agree for your Fiat currency to be held in an account operated by a regulated bank, electronic money institution or payment service provider selected and appointed by Bequant.
5.7. 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 for paying in Fiat currency deposits can be found on the Bequant platform.
5.8. 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 deposit 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, 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 an instruction to transfer the applicable Digital Asset to a Deposit Address (each such transfer, a “Deposit”):
6.5.1. in order for such transfer to be effective, you are required to transfer to Bequant the relevant amount of Digital Assets free from all liens, claims, charges and encumbrances;
6.5.2. immediately prior to each such transfer, 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;
(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; and
(d) you will execute and deliver all necessary documents and take all necessary steps that we require in order to procure that, upon such transfer, the relevant Digital Assets transferred to us shall be free and clear of any liens, claims, interest, charges or encumbrances.
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 Ienstruction; 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, 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. DIGITAL ASSET 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.
9.1. 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.
11.1. 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.
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. 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.
11.5. 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.
11.6. 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.
11.7. 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 11.2, 11.3 and 11.4.
12. REPRESENTATIONS AND WARRANTIES
12.1. Each time you utilise any of the Digital Broking Services, you represent and warrant to Bequant that:
12.1.1. 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;
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.
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 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].
13.7. 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].
13.8. 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.
13.9. 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.
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 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.
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.
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
17.2. 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.
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.
23.1. 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.
24.1. 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.
24.2. 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.
24.3. 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.
24.4. 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.
24.5. 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,
24.6. 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.
24.7. 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.
24.8. 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.
24.9. 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.
24.10. Security Interests: You must not create any security over your Digital Assets unless Bequant explicitly states to the contrary in writing.
24.11. No fiduciary duty: You acknowledge that none of
24.11.1. the relationship between you and us;
24.11.2. the Digital Broking Services provided by Bequant; or
24.11.3. 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.
24.12. 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.
24.13. 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.
24.14. 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.
24.15. 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
24.16. 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.
24.16.1. The seat, or legal place, of arbitration shall be London.
24.16.2. The language to be used in the arbitral proceedings shall be in English.
24.16.3. 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.
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 capitalised 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:
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 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 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 the 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 through an Agreed Communication Channel.
Offer Window has the meaning given to it in paragraph 3.2 in this Schedule 2.
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 2.
Trading Limits shall have the meaning given to it in paragraph 4.6 of this Schedule 2.
Sale Price means the price of Sold Digital Assets that you are entitled to receive 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.
2.1. 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 Services 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 another cryptocurrency) at which Bequant is willing to sell or purchase (as the case may be) a specified quantity of cryptocurrency (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, otherwise 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 2 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 2 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 within 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 paragraph 4, 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, either party, as the case may be, will sell, transfer and deliver, and the other party will purchase, all right, title and interest in and to the Purchased Digital Assets or the Sold Digital Assets, respectively, in accordance with the settlement terms set forth in paragraph 5 of this Schedule 2.
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.
5.1. On the Settlement Date:
(a) where you are acting as purchaser of the OTC Transaction, 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) 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 of the Purchase Price or transfer of the Sold Digital Assets in accordance with paragraph 5.1 of this Schedule 2, 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, 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.
6.1. 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.
7.1. 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 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 OTC Transactions. 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 2 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).
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.
In the event of any conflict or inconsistency between the terms of Schedule 4, the Terms or Schedule 2 (OTC Trading), the terms of Schedule 4 shall prevail with respect to the services contemplated hereunder, unless expressly stated otherwise. Bequant may make changes to the terms of Schedule 4 (or any terms or information incorporated by reference) at any time by updating the terms of Schedule 4 on our website and your continued use of the Finery Markets Platform via the Bequant’s platform constitutes your express consent to any such changes.
Any capitalised terms used but not defined in this Schedule 4 shall have the meaning given to them in the Terms between the Parties.
In these Terms:
"Confirmation" refers to post-trade data which is issued by the Finery Markets Platform on a daily basis and consist of (a) your basic information, (b) the terms of any executed Transaction, including sufficient details to identify such Transaction, (c) current Trading Limits, and (d) current open positions to settle but excluding any settlement confirmation.
"Erroneous Transactions" means a Transaction where a counterparty is not an authorised User; the User exceeds any applicable counterparty limit, as a result of the User entering into such Transaction; or the asset that is the subject of such Transaction is not permitted.
"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.
"Finery Markets" means Finery Markets (BVI) Limited, registered number 2079689, with a registered office in Trinity Chambers, PO Box 4301, Road Town, Tortola, British Virgin Islands.
"NOP" means net open position per asset per counterparty. The Finery Markets Platform calculates NOP of an asset taking into account all Transactions with this asset as well as all settlement transactions.
"Off-Market Transactions" means Transactions with the price deviating by more than 10% from the prevailing prices dealt for trades executed on by other Users on the Finery Markets Platform or on Exchanges at or around the time of the Transaction. The prevailing market is determined by Bequant, in its sole discretion, based on current market conditions.
"OTC Order" means an instruction given by you on the Finery Markets Platform to buy or sell a specified quantity of a Digital Asset at the price shown on the Finery Markets Platform on an over-the-counter basis and such instruction shall constitute an offer made by you to Bequant to enter into a Transaction on the basis of such price.
"Trading Limit" shall have the same meaning as in Schedule 2 (OTC Trading).
"User" means a user of the Finery Markets Platform.
2. General Provisions
2.1. The Finery Markets Platform is a peer-to-peer electronic communication platform that allows executing Transactions in Digital Assets which can be settled in Digital Assets and/or Fiat currencies.
2.2. Prior to executing Transactions, Bequant shall notify you of any Trading Limits.
2.3. The Transaction executed on the Finery Markets Platform will constitute a legally binding agreement to an OTC transaction between Bequant and you on the terms of the relevant OTC Order. In the event of any uncertainty between you and Bequant about the details or the very existence of a particular Transaction, the existence of the Transaction and its terms as written in the database of the Finery Markets Platform shall be decisive.
2.4. Bequant may operate the following functionalities on the Finery Markets Platform:
(a) setting up markups on its sub-accounts;
(b) setting up roll-over fees on its sub-accounts as well as on takers;
(c) managing risks of sub-accounts, including gross and margin limits, short sales permission and limits per asset;
(d) creating, sending and committing settlement transactions;
(c) disabling sub-accounts.
2.5. Any use of a third party's trademark on the Finery Markets Platform is solely for the purpose of identification and description, and does not constitute an endorsement, sponsorship, or affiliation with the trademark owner. The use of any third party trademark on the Finery Markets Platform is not intended to imply any association with or endorsement by the trademark owner, nor does it grant any rights to use such a trademark without the prior written permission of the trademark owner. Any unauthorised use of a third party's trademark may be subject to legal action by the trademark owner.
2.6. Your consent to the collection, storage, and disclosure by Bequant and our agents of any confidential information to governmental authorities as required by law or other agreement by or between governments. Confidential information includes personal data, account details, transactional information, and any other information that a reasonable person would consider being of a confidential or proprietary nature.
3. Execution of Transaction
3.1. Any Transaction on the Finery Markets Platform is entered into within Trading Limits that are pre-defined by Bequant.
3.2. There are three types of Trading Limits: global limits, counterparty (i.e., bilateral) limits, and margin requirements:
3.2.1 global limits are your cumulative limits determined by Bequant;
3.2.2 counterparty limits are set against a particular counterparty by Bequant;
3.2.3 margin requirements are optionally set up by Bequant, where applicable, and define the initial and maintenance margin required for trading.
3.3. You may enter into a new Transaction only if both global gross free and counterparty gross free limits are positive and margin requirements are met; otherwise an OTC Order submitted by you will be rejected:
3.3.1 global gross free limit = global gross limit - global gross exposure;
3.3.2 counterparty gross free limit = counterparty gross limit - counterparty gross exposure;
3.3.3 gross exposure is equal to the maximum of an absolute value of all short positions and absolute value of all long positions.
3.3.4 counterparty gross exposure is equal to the maximum of an absolute value of all short positions and absolute value of all long positions with the counterparty.
3.3.5 when the Finery Markets Platform calculates exposure, open orders and unsettled Transactions are taken into account; the worst case scenario approach is applied. For the exact calculation of limits and detailed methodology, please, contact Bequant’s representative.
3.4. When checking the margin requirements (if applicable), the Finery Markets Platform compare your current equity which is equal to the sum of your NOP of per counterparty (“Equity”), with the thresholds below:
3.4.1 Maintenance. If your Equity decreases lower than maintenance margin requirement, which is specified in % of the gross limit, Bequant has the right to liquidate your NOPs.
3.4.2 Restricted trading. If the Equity decreases lower than the restricted trading margin requirement, which is specified in % of the gross limit, you will not be able to execute more trades unless the value of your Equity increases above this threshold.
3.4.3 Initial margin. Initial margin requirement is the minimal amount of the collateral needed for normal trading. It is specified in % of the gross limit. Settlement transactions that lead to the Equity lower than the initial margin requirement will be rejected by Bequant.
3.4.4 When the Finery Markets Platform calculates utilisation, open orders and unsettled transactions are taken into account; the worst case scenario approach is applied. For the exact calculation of limits and detailed methodology, please, contact Bequant’s representative.
3.5. The values of the limits on the Finery Markets Platform are defined by Bequant.
3.6. You can enter into Transactions only with those counterparties as identified by Bequant.
3.7. There is a self-trading prevention mechanism on the Finery Markets Platform which means that you cannot enter into a Transaction with yourself.
3.8. Bequant may specify an overnight rate for your NOP which has not been settled by you. This charge is automatically added to an NOP at 0:00 UTC. A charge can be both negative or positive.
4. Hours of Operation
4.1. The Finery Markets Platform is normally available 24 hours per day 7 days a week.
4.2. The Finery Markets Platform may be unavailable due to planned or unplanned technical maintenance. You will be notified about any maintenance as early as possible.
4.3. Bequant does not guarantee the availability of the Finery Markets Platform and we recommend you to have back-up channels for order execution.
5.1. Admission to the Finery Markets Platform is subject to the due diligence checks.
5.2. You agree to provide information and/or documentation requested by Bequant. If you do not provide the required information during the on-boarding process you will not be permitted to access the Finery Markets Platform. You are responsible for keeping already provided information up-to-date and promptly notify Bequant of any changes to your information. Bequant has a right not to grant access to the Finery Markets Platform without specifying any reason.
6. Access Methods
6.1. You may access the Finery Markets Platform by way of either Website if you choose to transact on the Finery Markets Platform by graphical user interface (“GUI”) or application program interface (“API”). Both ways require authorised access by Bequant. Production credentials are provided by Bequant’s representatives.
6.2. You must keep Bequant fully informed at all times of the identity of each software program or system that directly or indirectly accesses the Platform via API.
6.3. Bequant may provide access to the sandbox version of the Platform that can be used for testing purposes.
6.4. In case of lost or compromised Website credentials and/or API keys, you must immediately contact Bequant in order to prevent unauthorised activity.
7.1. The Finery Markets Platform makes available to you market data, consisting of quotes placed by other Users. You may receive market data via both GUI and API.
7.2. On a daily basis, the Finery Markets Platform provides each User with a Confirmation by sending it to the authorised email address.
7.3. Any timestamp in the data is in UTC timezone.
8. Order Types
8.1. The Financial Markets Platform supports the following OTC Orders and Bequant at its sole discretion may grant you access to the following order types where applicable:
8.1.1 Limit Immediate-or-Cancel (IOC). IOC limit order is an order that must be immediately filled at the specified limit price or better. If it is not completely filled, the resting size will be cancelled. Partial fills are allowed.
8.1.2 Limit Fill-or-Kill (FOK). FOK limit order is an order that must be immediately filled entirely at the specified limit price or better. Otherwise, it will be totally cancelled. No partial fills are allowed.
8.1.3 Market IOC. IOC market order is an order that must be immediately filled at any market price. If it is not completely filled (due to insufficient liquidity in the order book), the resting size is cancelled. Partial fills are allowed.
8.1.4 Market FOK. FOK market order is an order that must be immediately filled entirely at any market price. Otherwise if there is insufficient liquidity in the order book, it will be totally cancelled. No partial fills are allowed.
8.2. As a measure to improve overall liquidity and eliminate “toxic” trading flow on the Finery Markets Platform, all aggressive orders taken by you will be delayed by 50 milliseconds (so-called “latency floor”).
8.3. You shall ensure that you are financially sound and that you have sufficient resources for complying with the terms of this Schedule 4 and ensuring the settlement of Transactions.
9. Market Integrity
9.1. Bequant fosters market integrity and expects fair trading behavior from the Users.
9.2. Abusive trading practices are prohibited. Abusive trading practices include but are not limited to the following:
9.2.1 Painting the tape. Engaging in a series of Transactions to give the impression of activity or price movement in an asset.
9.2.2 Wash trade, wash sale. Improper Transactions in which there is no genuine change in actual ownership of an asset.
9.2.3 Advancing the bid. Increasing the bid for an asset to increase its price.
9.2.4 Pumping and dumping. Buying activity to increase prices in order to consequently sell at higher prices.
9.2.5 Spoofing techniques. Placing a bona fide OTC Order on one side of the market while entering OTC Order(s) on the other side of the market without intention to trade those OTC Orders.
9.3. The Finery Markets Platform currently has a limited number of tools designed to protect it against excessive load and other errors. The Finery Markets Platform limits the maximum number of WebSocket connections per a single IP address to 100. However, there are neither rate limits on Transactions-per-second ratio, nor rate limits on filled-to-sent orders ratio, nor fat-finger checks (limits on the quantity or notional amount of orders ). You acknowledge and agree the limitations of the Finery Markets Platform and understand the risks arising therefrom.
9.4. While the Finery Markets Platform intends to introduce some measures in the future, it is currently your responsibility to control your trading behaviour. You must have in place adequate systems and controls to ensure your ongoing compliance with these terms of Schedule 4 and management of your trading activities.
9.5. Where there is a material disruption on the Finery Markets Platform (including but not limited to malfunctions of the Finery Markets Platform, attempts to commit market abuse, failure by a third party that is required for the Finery Markets Platform, an emergency or extraordinary market conditions, or a Force Majeure Event), Bequant may take such actions it deems necessary to restore the proper operation of the Finery Markets Platform. In the event of a system failure where the Finery Markets Platform experiences a service loss, open OTC Orders will be cancelled regardless of their time in force. OTC Orders that were filled but not yet confirmed will be considered filled.
9.6. Bequant has a right not to grant you access to the Finery Markets Platform and disable your current active account without specifying a reason.
10.1. You are required to comply with U.S., E.U., and other Applicable Laws at all times.
10.2. You will not be permitted to use the Platform if:
10.2.1 any of your owners, directors, workers or employees is a person whose name appears on the list of Specially Designated Nations and Blocked Persons published by the United States Department of Treasury Office of Foreign Assets Control (“OFAC”) (each, an “OFAC-Listed Person”), the United Kingdom’s HM Treasury Sanction List, the European Union’s Consolidated Sanctions List, or any other applicable sanctions list;
10.2.2 where you are a corporate, your owner or senior manager is a department, agency or instrumentality of, or is otherwise directly or indirectly controlled by or acting on behalf of the government of any country that is the target of any of the several economic sanction programs administered by OFAC (31 C.F.R. Parts 501 through 598) or any OFAC-Listed Person;
10.2.3 any of the funds used by you to perform any of your obligations constitute or will constitute funds obtained from or on behalf of any OFAC-Listed Person or any other person subject to applicable sanctions.
11. Invalid Transactions
11.1. Without prejudice to paragraphs 4.4-4.5 and 4.8-4.10 of Schedule 2 of the Terms, there are two types of Transactions that may be deemed invalid and cancelled on the Finery Markets Platform: Erroneous Transactions and Off-market Transactions.
11.2. Bequant may initiate a Transaction review if Bequant believes a Transaction constituted an Erroneous or Off-Market Transaction. However, Bequant is not under any obligation to review any Transaction and shall not be liable for any failure to do so.
11.3. Bequant will use its good faith efforts to undertake a Transaction review. A final determination will be made by Bequant in its sole discretion and will be made as soon as reasonably possible. Your use of the Finery Markets Platform constitutes acceptance of Bequant’s right to resolve disputed Transactions in accordance with these terms in Schedule 4.
12.1. The Finery Markets Platform does not provide the settlement of the Transactions and the Transactions occurring on the Finery Markets Platform are not rolled as a matter of course.
12.2. All settlements are undertaken in accordance with paragraph 5 of Schedule 2 of the Terms.
13. Limitation of Liability
13.1. For the avoidance of doubt, the limitation of liability and indemnification and releases set out in the Terms shall cover the use of the Finery Markets Platform herein, and this Schedule 4 and the Terms shall be interpreted accordingly.
13.2. You are solely responsible for maintaining the accuracy and integrity of your own data or loss of any data, any unauthorized access to, alteration of your data, programs or procurement of substitute goods or services, for lost or corrupt transaction or data by whatever means in whatever forms. Bequant, our owners, officers, directors, employees and consultants shall not be liable for any damages whatsoever due to its acts or omissions.
13.3. To the extent permitted by Applicable Law, Bequant is not responsible for any decisions made upon Confirmations or any other data provided by Bequant to you.
13.4. No action or claim relating to the terms in this Schedule 4 may be instituted more than one (1) year after the event giving rise to such action or claim.