Last update: 2022-08-08

Bequant Exchange Terms and Conditions

Part 1: Introduction and things you need to know

1. About these Exchange Terms and Conditions

1.1. Welcome to these Exchange Terms and Conditions of Bequant Prime Limited (“Bequant Prime"). They will govern your use of our Site and of our Services (as defined in Appendix 1).

1.2. These Exchange Terms and Conditions contain important information which applies to your dealings with us in relation to the Exchange Platform and your Account (both terms as defined in Appendix 1).

1.3. You should take time to read these Exchange Terms and Conditions and keep a copy for future reference.

1.4. Words and expressions we use in the Exchange Terms and Conditions have the meanings given to them in the glossary at Appendix 1 to the Exchange Terms and Conditions.

2. Bequant Prime Site and Services

2.1. The purpose of the Site and Services is to provide our users with services that allow them to conveniently trade certain virtual and fiat currencies and to access our other products and Services as set out in these Exchange Terms and Conditions. Bequant Prime does not issue virtual and fiat currencies to its users.

2.2. We are not acting as your financial advisor and you must not regard us as acting in that capacity. You should consult your own independent professional advisors before entering into any transaction and only enter into a transaction if you have fully understood its nature, the contractual relationship into which you are entering, all relevant terms and conditions and the nature and extent of your exposure to loss.

2.3. Should you have any questions or comments regarding our Site or Services, please feel free to contact us at: [email protected].

3. Risks of cryptocurrency and Bequant Prime Services

3.1. Certain risks relating to the Exchange Platform provided by Bequant Prime are described in the Risk Disclosure Statement. Please ensure that you read and understand the risks described.

3.2. These Exchange Terms and Conditions do not disclose or discuss all of the risks, or other significant aspects, of conducting transactions or of the transactions conducted. You should not construe these or any other statements as legal, tax or financial advice.

4. Changes to these terms

4.1. These Exchange Terms and Conditions (and any additional terms and conditions incorporated within them) may change from time to time and the basis on which we can amend them is set out in clause 7 of Part 6.

4.2. You should check our Site for the latest terms and additional information before you enter into any new transaction on the Exchange Platform. If you have any questions about this document, or in the event of any service difficulties or interruptions, please contact us using the details below or via our Site.

5. How to contact us

5.1. You can contact us by email at [email protected].

5.2. If you would like to contact us with a complaint, please write to Customer Support at Bequant Prime Limited, or at [email protected].

Part 2: About these user Terms and Conditions and our relationship

1. Agreement between us

1.1. These Exchange Terms and Conditions set out the terms and conditions that apply to your use of:

  • the Bequant Prime Platform;
  • your Account; and
  • the Services we provide.

1.2. Bequant Prime is the operator of the Site and provider of the Exchange Platform and Services. It is incorporated in the Seychelles with its registered office at House of Francis Room 303, Ile Du Port, Ile Du Port, Mahe, Seychelles. These Exchange Terms and Conditions apply to you and to any Authorised Person (as defined in Appendix 1).

1.3. These Exchange Terms and Conditions form a legal contract between you and Bequant Prime which you accept when placing Orders and instructions with us on the Exchange Platform.

1.4. These Exchange Terms and Conditions may, from time to time, be supplemented by additional terms and conditions for different Services or features of Services or for Users in certain jurisdictions. To the extent there is any inconsistency between these Exchange Terms and Conditions and any specific additional terms and conditions then the additional terms and conditions shall apply to the extent of the inconsistency for the relevant Services, features or jurisdictions for which they have been added.

1.5. By accessing the Site or using the Services in any manner, you are deemed to have read, understood and agreed to be bound by these Exchange Terms and Conditions and agree that your continuing access to services represents valuable consideration. If you do not agree with all of these Exchange Terms and Conditions, you must immediately cease access to, and use of, all Services and the Site.

1.6. Your use and accessing of the Site is based on your warranties and representations given in clause 9 of Part 6, which you are deemed to repeat each time you access the Site.

2. Authorised Persons

2.1. If you are a Corporate User and can appoint an Authorised Person you must ensure that each Authorised Person is given a copy of these Exchange Terms and Conditions and any privacy notice we issue from time to time.

2.2. You are responsible for ensuring that each Authorised Person complies with these Exchange Terms and Conditions and for anything an Authorised Person does in connection with them and using the Exchange Platform, whether or not in scope of the privileges and access rights you have granted to them.

2.3. Bequant Prime will not be responsible for any liability arising out of or related to the actions of any Authorised Person.

3. Understanding these Exchange Terms and Conditions

3.1. Words and expressions used in these Exchange Terms and Conditions have the meanings given to them in the Glossary in Appendix 1. The way these Exchange Terms and Conditions shall be interpreted is also set out in Appendix 1.

Part 3: Access to the exchange, opening an account and onboarding requirements

1. Eligibility and opening an Account

1.1. In order to access and use the Services, including the Exchange Platform, you will need to have an Account with us. You do not need an Account to access and use the publicly available portion of the Site.

1.2. If you are an Individual User, your Account will be designated as an Individual Account. If you are a Corporate User, your Account will be designated as a Corporate Account. We may from time to time introduce different tiers or classes of Accounts, along with respective features, terms, obligations privileges and/or rights.

1.3. If you are an Individual User, to be eligible to open an Individual Account, you must satisfy all of the following eligibility criteria (“Individual Eligibility Criteria”):

  • you must be at least 18 years old and above the legal age of majority in your relevant jurisdiction(s);
  • the entry into and performance of, and the obligations contemplated by, these Exchange Terms and Conditions do not and will not conflict with any Applicable Laws with respect to you;
  • you have reviewed the Risk Disclosure Statement in full, understand the risks of trading in cryptocurrencies and using the Services, and have the necessary knowledge, experience, risk tolerance and financial assets (such that you can afford up to total loss of your cryptocurrencies) to use all of the Services (including the Exchange Platform);
  • you must not:
    • be currently under actual or threatened investigation, inquiry, or audit by any government authority in relation to any potential offence involving fraud, bribery, corruption, or dishonesty;
    • have been convicted of or pleaded guilty to an offence involving fraud, bribery, corruption, or dishonesty;
    • have been listed by any government agency or non-governmental organisation as debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for procurement programmes;
    • be bankrupt;
    • be (or have received any oral or written notice from any government or regulatory authority that you may be) in violation or breach of any Applicable Laws (including but not limited to AML/CFT, anti-corruption or economic sanction laws);
    • be a Sanctioned Person;
    • be a person restricted from using our Services in accordance with our list of restricted jurisdictions (as updated, amended or replaced from time to time); or
    • be a person who is restricted from opening or holding an Account and/or using the Services as determined by us or in accordance with Applicable Laws;
  • all governmental and other consents that are required to have been obtained by you with respect to these Exchange Terms and Conditions have been obtained and are in full force and effect and all conditions of any such consents have been complied with;
  • your use of the Account and the Services does not constitute a breach of any Applicable Laws;
  • you are acting for your own account and are not relying on any communication (written or oral) from us as solicitation, recommendation, marketing, promotion or investment or similar advice;
  • you are entering into these Exchange Terms and Conditions as principal and not as agent of any person or entity; and
  • you have not been previously prohibited from accessing or using any of our Services.

1.4. If you are a Corporate User, to be eligible to open a Corporate Account, you must satisfy all of the following eligibility criteria (“Corporate Eligibility Criteria”):

  • you:
    • must be duly organised and validly existing under the laws of the jurisdiction of your organisation or incorporation, and, if relevant under such laws, in good standing;
    • must have duly appointed each of your Authorised Persons to act on behalf of the corporation, partnership, firm or organisation; and
    • must have the necessary corporate or other power and authority to enter into these Exchange Terms and Conditions, and otherwise to perform its obligations hereunder, and have taken all necessary action to authorise such execution, delivery and performance;
  • each of your Authorised Persons must be:
    • at least 18 years old and above the legal age of majority in your relevant jurisdiction(s); and
    • duly authorised by you to enter into, and perform, the obligations contemplated by these Exchange Terms and Conditions;
  • the entry into and performance of, and the obligations contemplated by, these Exchange Terms and Conditions do not and will not conflict with any Applicable Laws with respect to you and/or any constitutional document, agreement or instrument binding upon you;
  • you have reviewed the Risk Disclosure Statement in full, understand the risks of trading in cryptocurrencies and using the Services, and have the necessary knowledge, experience, risk tolerance and financial assets (such that you can afford up to total loss of your cryptocurrencies) to use all of the Services (including the Exchange Platform);
  • you and each of your Authorised Persons must not:
    • be currently under actual or threatened investigation, inquiry, or audit by any government authority in relation to any potential offence involving fraud, bribery, corruption, or dishonesty;
    • have been convicted of or pleaded guilty to an offence involving fraud, bribery, corruption, or dishonesty;
    • have been listed by any government agency or non-governmental organisation as debarred, suspended, proposed for suspension or debarment, or otherwise ineligible for procurement programmes;
    • be bankrupt, insolvent, or under administration;
    • be (or have received any oral or written notice from any government or regulatory authority that you may be) in violation or breach of any Applicable Laws (including but not limited to AML/CFT, anti-corruption or economic sanction laws);
    • be a Sanctioned Person;
    • be a person restricted from using our Services in accordance with our list of restricted jurisdictions (as updated, amended or replaced from time to time); or
    • be a person who is restricted from opening or holding an Account and/or using the Services as determined by us or in accordance with Applicable Laws;
  • all governmental and other consents that are required to have been obtained by you with respect to these Exchange Terms and Conditions have been obtained and are in full force and effect and all conditions of any such consents have been complied with;
  • the use of the Account and the Services by you and each of your Authorised Persons do not constitute a breach of any Applicable Laws;
  • you are acting for your own account and are not relying on any communication (written or oral) from us as solicitation, recommendation, marketing, promotion or investment or similar advice;
  • you are entering into these Exchange Terms and Conditions as principal and not as agent of any person or entity; and
  • you and each of your Authorised Persons have not been previously prohibited from accessing or using any of our Services.

1.5. By registering to open an Account, you represent, warrant and undertake that:

  • you satisfy the relevant Eligibility Criteria in full;
  • you have accepted these Exchange Terms and Conditions; and
  • any and all information you provide to us in connection with the Account is (and will be) true, complete and correct.

1.6. When you apply to open an Account, we will ask you to provide our required account registration information (including your email and full name) and any “know-your-client” information or documents which we may require from time to time. We reserve the right to request more information at any time in order to process your Account opening request.

1.7. We may initiate the Account opening process before you provide all of the “know-your-client” information or documents. If we do so, your Account will be subject to any restrictions that we deem necessary (including restrictions on access to or use of the Exchange Platform) until we can complete our “know-your-client” procedures.

1.8. We will rely on your representations, warranties and undertakings in clause 10 of Part 7 and the information provided by you, if we open an Account for you.

1.9. We may refuse to open an Account for you at our sole and absolute discretion and do not have to provide reasons for doing so.

2. Account Usage

2.1. After your Account is opened, you can access and use your Account through the Site, the Bequant App, the API or any other means that we may specify from time to time, subject to these Exchange Terms and Conditions and any other terms we may apply to your Account access and use.

2.2. In respect of an Individual Account, your Account is provided on the basis that you are the only authorised user of the Account as you cannot appoint Authorised Persons.

2.3. In respect of a Corporate Account, your Account is provided on the basis that you and your Authorised Persons are the only authorised users of the Account. You must not provide your Account details (including any access credentials, such as your email address, password or API Key(s)) to any third party other than for the purposes of verifying or auditing your Account. Such third parties are not permitted to trade on the Exchange Platform or make Withdrawals or Deposits, and they will be deemed to have agreed to (and must comply with) these Exchange Terms and Conditions, and you will be responsible for the actions (and omissions) of any such third parties.

2.4. At the time of Account opening, or any time afterwards, we may make certain features, rights or privileges (which may be necessary in order to use certain functions or aspects of the Services) available on your Account at our sole and absolute discretion. We may add, vary, modify, or cease to provide your Account with these features, rights or privileges at any time at our sole and absolute discretion.

2.5. You agree that any trading or other instructions received or made under your Account (including through the Exchange Platform) are deemed to be final and conclusive, and we may act on such trading or other instructions and shall not be liable for any loss or damage arising out of the improper use of your Account.

3. Provision of the Site and access to the Exchange Platform

3.1. All Users may access certain public areas of the Site. Other Services are only available when you have logged into your Account.

3.2. You understand that all we are providing to you is access to our Services as we provide them (on an “as is” basis) and we make no representations that our Site and Services, including the Exchange Platform, will be available at all times or at any particular times or that any particular information will be available on the Site.

4. Account security and responsibility for use of the Site

4.1. We implement certain security controls to prevent malicious actors from accessing your Account. We also provide the option for you to enable two-factor authentication in respect of your Account. However, you are responsible for safeguarding your authentication credentials and for restricting access to the Services from your compatible devices. You must also ensure that your login credentials are safe, limit access to your Account to authorised persons and control the devices which can operate the Account. You must let us know immediately if an unauthorised person is accessing or using your Account.

4.2. We may implement or impose additional security controls from time to time at our sole and absolute discretion (including mandatory two-factor authentication for Account log-in and password resets). Further information about the security controls we have implemented from time to time is available on the Site. We may also implement or impose security controls individually on your Account. We may amend or vary these security controls in our sole and absolute discretion and without prior notice to you.

4.3. If you forget or lose any of the information necessary to log in to your Account, you will need to provide all information required by us in order to facilitate any potential recovery or reset of your Account or Account details.

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

  • upon any changes to your registered email address associated with your Account;
  • upon any breach or compromise of security affecting your Account credentials, access to your account, your registered email address associated with your Account or any of your registered Withdrawal Addresses;
  • if any person other than you of an Authorised Person has access to or uses your Account;
  • if you become aware of any unauthorised use of your Account; and
  • upon any other breach of security regarding your Account.

4.5. We have the right to restrict the use of your Account:

  • upon your request;
  • if we believe you have forgotten or lost your Account information;
  • if we believe there has been or may be unauthorised access to or use of your Account, your registered email address associated with your Account or any of your registered Withdrawal Addresses; or
  • if we believe you have provided false information, until such time as we can verify your identity or any other relevant information.

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

4.7. You agree that you are solely responsible for the use and security of your sign-in identity and any associated passwords.

4.8. If you register with us as an Individual User, you agree that you will use the Site and Services for your personal use only. If you register with us as a Corporate User, you agree that you will use the Site and Services for commercial purposes only.

4.9. You agree that any use of the Site and Service shall be for the purposes expressly permitted and contemplated by these Exchange Terms and Conditions. You may not use the Site and Services for any other purposes, without our express prior written consent.

4.10. Control or use of your Account may not be transferred, leased, assigned or sold to a third party.

4.11. All we are providing you is a method by which periodically you can trade, and/or store certain virtual and other related derivatives and fiat currencies and use the Services via the Site, and we make no representations or warranties concerning the value, stability, or legality of any such virtual currencies or other related derivatives, the availability of our Services or any part thereof.

4.12. If any person is reported or suspected of obtaining access to your Account or the Service in an unauthorised or fraudulent manner, Bequant Prime may terminate and/or suspend the Account and access thereto and take all necessary and appropriate actions under applicable law. Bequant Prime shall not be liable for any losses arising from any such termination or suspension.

5. Registration data

5.1. In order to create your Account you will be required to provide us with certain registration details and information so that we can verify your identity and complete our internal checks and client onboarding obligations, and some of this information may be personal, private or related to third parties and associated parties (collectively "Registration Data"). You agree to provide true, accurate, current and complete information about yourself and you further agree to maintain and promptly update the Registration Data to keep it true, accurate, current and complete at all times while you are holding assets with us or using the site or our Services. This includes changes to residential status.

5.2. While we protect all personal information from inadvertent release or misappropriation using industry standard measures, you accept that we are not responsible for the intentional or criminal acts of third parties such as hackers or “phishers” and this includes loss or disclosure of your data.

5.3. You also agree that in order to facilitate the security of our Services and to provide safeguards in relation to our systems and guard against money-laundering and other unlawful activities we may disclose your data to the police, tax authorities, regulators, and our partners and associated companies in any part of the world. Please refer to our Privacy Policy for more information on the use of your personal information.

5.4. If you provide any information that is untrue, inaccurate, not current or incomplete, or if we or any of our authorized agents have reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, we have the right to suspend or terminate your Account and refuse any and all current or future use of the Site and Services by you, as well as subject you to civil liability or refer you to the appropriate law enforcement authorities for criminal prosecution. We shall not be liable to make any compensation, monetary or otherwise, following any materially false disclosure, any failure to update your information or as a result of any suspension, termination or inability to use the Site or the Services.

5.5. Your data is held in accordance with Bequant Prime’s Privacy Policy, as amended from time to time and available here.

6. Market data

6.1. Bequant Prime publishes market and other cryptocurrency related data on the Site (“Market Data”). Such Market Data is for general information purposes only. No representation or warranty, express or implied, is made to the Market Data’s availability, accuracy, reliability or completeness. Bequant Prime expressly disclaims any and all liability for the availability, accuracy, reliability or completeness of the Market Data.

6.2. You understand and agree that, due to technical and other restrictions, Market Data, including cryptocurrency and fiat currency values displayed on our Site may be delayed and therefore not reflect the current, live market value of such currency and that Bequant Prime holds no liability for any such data deficiencies.

6.3. Bequant Prime’s Market Data is valuable and proprietary and to the extent that you receive access to such data, you hereby agree that you will not redistribute, retransmit, duplicate, publish or otherwise make such data available in any way to third parties, either through automated, manual, or any other means, for any purpose including for the purpose of generating revenue, either directly or indirectly.

6.4. You agree that we are not responsible for any adverse consequences that you may experience, or costs that you may incur, arising from any delay, inaccuracy, lapse, failure, outage, or error in receiving live market data from Bequant Prime.

7. Bequant API and licence

7.1. Once onboarded you can connect to the Exchange Platform using your own API Keys (public and secret) which you can create to gain access through the API.

7.2. It is important to hide your secret API Key as this is used to create requests on the Exchange Platform. You should keep it safe and never show it to anyone. If you lose your secret key you will need to create a new one.

7.3. You will need to set access rights for your API Keys e.g. access to place Orders, view Order history, place and cancel Orders and withdraw cryptocurrencies. You can revoke or deactivate an API Key which will then not be capable of use to authenticate requests. You should request us to delete an API Key if it might have been compromised.

7.4. To protect your API Key you should:

  • frequently keep track and audit your keys’ access rights;
  • Use different keys for different services;
  • never share your API Keys with anyone, including Bequant Prime representatives; and
  • always thoroughly check the software to be used to access the Exchange Platform in order to identify any hidden features designed to obtain your personal data.

7.5. Your access to and instructions through the API are subject to two-factor authentication, where set up. It is recommended you set this up.

7.6. Your licence to use the Bequant App, API and other software and intellectual property is the subject of separate terms and conditions between us, including the API Licence Agreement, governing your use of the API and the End User Licence Agreement.

8. Onboarding: AML/CTF and Sanctions Requirements

8.1. In order for you to open an Account with Bequant Prime, you must provide to us upon request all information and documents that are within your possession, custody or control reasonably required by us from time to time, and as necessary in order for us to comply with Applicable Laws, including AML/CTF Requirements and sanctions requirements.

8.2. You are prohibited from opening an Account and/or using any of the Services if you and/or (if you are a Corporate User) your controllers or shareholders (whether directly or indirectly) are subject to a sanctions regime (including sanctions administered or enforced by the United Nations or other relevant sanctions authorities), or have received any oral or written notice from any government or regulatory authority targeting you with sanctions, restrictions, penalties, enforcement action or investigation under any Applicable Law (including but not limited to AML/CFT, anti-corruption or economic sanction laws) (a “Sanctioned Person”).

8.3. You agree that we may disclose any information concerning you to any government agency, law enforcement entity, regulatory agency or court (in any jurisdiction) where required by any Applicable Law.

8.4. You agree to exercise your rights and perform your obligations under these Exchange Terms and Conditions in accordance with all applicable AML/CTF Requirements.

8.5. You agree to provide evidence of due authority and specimen signatures for each Authorised Person.

8.6. You agree that we may take a sufficient time to consider, verify or block an Order, if you or any other person or entity in connection with the Order becomes a Sanctioned Person or entity, or upon the occurrence of a match on our sanctions checking software from time to time.

8.7. Notwithstanding any other provision of these Exchange Terms and Conditions to the contrary, we are not obliged to do or omit to do anything if it would, or might in its reasonable opinion, constitute a breach of any AML/CTF Requirements.

8.8. If we discover that any User or Account has received or is sending (or intending so to do) crypto or fiat currencies that are the proceeds of crime (or otherwise unlawfully received funds or funds in used in violation of any laws) then this will result in the notification of the appropriate law enforcement agencies and may result in suspension or termination of such Account. In such an event, any payment or fees you may have made to Bequant Prime will be forfeited. We reserve the right to levy additional charges to cover our costs in such circumstances. We will, in our sole and absolute discretion, cooperate with law enforcement upon legal request and/or upon advice of our lawyers. We hereby disclaim any liability for any User’s damages that may arise from these actions.

9. Restricted jurisdictions

9.1. You may not open an Account or use any of the Services if you are a person restricted from using our Services in accordance with our list of restricted jurisdictions (as updated, amended, or replaced from time to time) or are otherwise restricted from opening an Account and/or using any of the Services as in accordance with any Applicable Laws. We have the right to amend the list of restricted jurisdictions at any time at our sole and absolute discretion without prior notice to you.

9.2. We may, at our sole and absolute discretion, implement controls to restrict access to the Account and the Services in any of the restricted jurisdictions in accordance with our list of restricted jurisdictions (as updated, amended, or replaced from time to time). We may block or geo-block persons located in certain Restricted Jurisdictions from accessing or using the Site, an Account and/or the Services (including the Exchange Platform). You acknowledge, agree and understand that if you are located in a Restricted Jurisdiction, you are not permitted to access or use the Site, your Account and/or the Exchange Platform, even if you are located there only temporarily or for travel, and restrictions will be applied to your Account accordingly. You acknowledge that this may impact your ability to trade on the Exchange Platform or monitor any existing orders or open positions or otherwise use the Services. You must not attempt in any way to circumvent any such restriction, including by use of any virtual private network to obfuscate your location.

9.3. Notwithstanding any other provision in these Exchange Terms and Conditions, if we determine that you are accessing the Services or the Exchange Platform from any Restricted Jurisdiction, or have given false representations as to your location of incorporation, establishment, citizenship or place of residence, we reserve the right to close your Account or take all appropriate action we deem necessary.

9.4. If the jurisdiction of which you are a citizen or in which you are resident, located, incorporated, or otherwise established or based (as applicable) becomes a Restricted Jurisdiction or any change (including any change to Applicable Laws) results in your jurisdiction becoming a Restricted Jurisdictions, without prejudice to any other provision in these Exchange Terms and Conditions, we may immediately cease providing you with access to and use of your Account and the Services.

9.5. We are not responsible for any losses which may arise because you are not able to access or use the Site, your Account and/or the Services (including the Exchange Platform) at the relevant time because of any action taken under this clause 9.

Part 4: Instructions and payments

1. Fiat deposits and withdrawals

1.1. Bequant Prime, 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 Site. Once your fiat currency has been accepted on the Exchange Platform you can exchange it to your cryptocurrency of choice, subject to availability on the Exchange Platform and provided that they are supported cryptocurrencies by Bequant Prime. The list of cryptocurrencies we offer for spot purchases with fiat currency are as set out on our Site from time to time.

1.2. Bequant Prime will only accept payments of fiat currency made from your Authorised Bank Account. No third-party transfers will be permitted. The Authorised Bank Account is the bank 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.

1.3. Should you make a payment from an unauthorised bank account we reserve the right to return the money net of any associated transaction fees.

1.4. Bequant Prime will only accept fiat currency deposit and withdrawal requests from fully verified users. Bank account details (and any changes) are subject to verification of your bank account. Any changes in your Authorised Bank Account details may only be made from within your Account and these will be subject to verification.

1.5. Bequant Prime may determine at its sole discretion the manner of bank verification which will be notified at the time of onboarding. Bequant Prime reserves the right to:

  • require re-verification at any time; and
  • alter the manner of re-verification at any time.

Re-verification of bank accounts may be subject to our standard charges.

1.6. We partner with one or more fully regulated third party bank providers to allow users of the Exchange Platform to deposit and withdraw supported currencies. These third parties are responsible for the receipt, handling and custody of fiat currency funds. Bequant Prime does not accept deposits or provide you with electronic money.

1.7. It is your responsibility to ensure that you are transferring any fiat currency funds to the account provided by Bequant Prime. Bank account details along with instructions for paying in fiat currency deposits can be found on the Site.

1.8. You assume the risk that any bank transfer of fiat currency may be blocked, delayed or suspended by a transmitting or receiving bank and the risk of bank insolvency and that you may not meet any margin or other call as a result and Bequant Prime accepts no liability for late deposit even if Bequant Prime has been advised to expect receipt of funds.

2. Cryptocurrency Deposits

2.1. Bequant Prime accepts cryptocurrency deposits of cryptocurrencies that are available on the Exchange Platform from time to time. Deposits are made to your Bequant Prime Wallet following the procedures notified to you from time to time on the Site.

2.2. Deposits are subject to any minimum or maximum limits applied by us from time to time.

2.3. We will provide your Account with one or more applicable deposit addresses (each a “Deposit Address”), unless otherwise restricted under these Exchange Terms and Conditions (and may, from time to time, allow for the use of more than one Deposit Address in respect of any cryptocurrency, at our discretion).

2.4. When you make an instruction to transfer the applicable cryptocurrencies to a Deposit Address (each such transfer, a “Deposit”):

  • in order for such transfer to be effective, you are required to transfer to Bequant Prime the relevant amount of cryptocurrencies free from all liens, claims, charges and encumbrances;
  • 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;
  • when we determine that such transfer is effective, we will increase your Account Balance by an amount that is equivalent to the amount of cryptocurrencies transferred to the Deposit Address net of any applicable transaction fees (including, without limitation, any applicable mining fees);
  • you agree that all cryptocurrencies that are transferred to the Deposit Address shall be free and clear of any liens, claims, charges or encumbrances or any of interest of you or any third party;
  • immediately prior to each such transfer, you represent and warrant that:
    • you are the legal and beneficial owner of any and all cryptocurrencies that you transfer to the Deposit Address;
    • you have the full and unqualified right to transfer the relevant amount of cryptocurrencies to the Deposit Address;
    • the cryptocurrencies 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
    • 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 cryptocurrencies transferred to us shall be free and clear of any liens, claims, charges or encumbrances or any of interest of you or any third party.

2.5. Your Account Balance is not your wallet. Your Account Balance is the balance of cryptocurrencies that we reflect in our books and records as credited to your Account. Amounts stated as being credited to or deducted from your Account Balance means that such amounts will be added to or deducted from the balance which Bequant Prime reflects in its books and records as available to be used by you in respect of the Services.

2.6. 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 cryptocurrencies. In particular, you must transfer the correct cryptocurrencies 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 cryptocurrency 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 cryptocurrency or the blockchain or protocol pursuant to which it was transferred or (ii) the cryptocurrency has been transferred to the wrong Deposit Address.

3. Cryptocurrency Withdrawals

3.1. Withdrawals are made from your Bequant Prime Wallet following the procedures notified to you from time to time on the Site.

3.2. Withdrawals are subject to any minimum or maximum limits applied by us from time to time.

3.3. When you instruct us to transfer to you an amount of cryptocurrencies from your available Account Balance (a “Withdrawal”), you must provide an appropriate withdrawal address (“Withdrawal Address”) for the transfer of cryptocurrencies to you. When we determine that your instruction is valid, we will deduct from your Account Balance the amount set out in your instruction; when such deduction has occurred, we then transfer an equivalent amount of cryptocurrencies 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.

3.4. In respect of each Withdrawal Address you provide to us and/or save and register with your Account:

  • you represent and warrant that the Withdrawal Address you provide is your own and that you have full control over that address;
  • 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 cryptocurrencies withdrawn due to you providing incorrect or out-of-date details; and
  • 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.

We may allow you to save and register one or more Withdrawal Addresses with your Account.

3.5. We will process Withdrawals in accordance with our withdrawal policies (collectively the Withdrawal Policies), as may be stated on the Site 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 cryptocurrency other than the cryptocurrency that is the subject of a Withdrawal, we reserve the right to require payment of any such fee in an alternative cryptocurrency (and to deduct from your 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.

4. Cryptocurrency Transfers

4.1. If you hold more than one Account, we may provide the option of linking your Accounts at our sole and absolute discretion, and to allow transfers of cryptocurrencies from one Account to another Account by making a Withdrawal from one Account to the Deposit Address of the other Account.

4.2. If we approve a cryptocurrency transfer at your request, we will deduct the relevant amount from the balance of cryptocurrencies that we reflect in our books and records in respect of the transferor Account and credit the balance of cryptocurrencies 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 Prime reflects in its books and records as available to be used by you in respect of the Services.

5. Changes to cryptocurrencies

5.1. The protocol underlying a cryptocurrency may change or otherwise cease to operate as expected due to changes made to its underlying technology or changes resulting from an attack. These changes may include, without limitation, a “fork”, a “rollback”, an “airdrop”, or a “bootstrap”. We are not responsible for the operation of these underlying protocols and are not able to guarantee the functionality or security of those networks’ operations. You acknowledge and accept the risk that underlying software protocols relating to any cryptocurrency you hold in your Bequant Prime Wallet may change.

5.2. We will not support any change to the protocol of a cryptocurrency unless we choose to do so. Any action that we take with respect to any change to or cessation of any underlying blockchain or asset protocol will be determined by us at our sole and absolute discretion, including (without limitation) in relation to the crediting (or otherwise) of any asset associated with any change and the selection of which blockchain (if any) is the successor to any blockchain, asset or protocol version.

5.3. In the event that we determine to support a change to the protocol of a cryptocurrency (including forks) then we will use our reasonable endeavours to notify you of the proposed response and how we may assist you with the new cryptocurrencies arising, if any. We may impose requirements on you in relation to a supported change in protocol, for example we may require you to hold the forking currency on your Account.

6. Cryptocurrency custody

6.1. Bequant Prime will provide you with access to your Bequant Prime Wallet for holding your cryptocurrencies on the Exchange Platform. The Bequant Prime Wallet allows you to store, track and transfer and manage your Account Balances of cryptocurrencies. The Bequant Prime Wallet is limited to use to store cryptocurrencies which you have purchased through our Services and on the Bequant Exchange Platform.

6.2. We securely store Cryptocurrency private keys, which are used to process transactions, in a combination of online and offline storage. As a result of our security protocols, it may be necessary for us to retrieve private keys or related information from offline storage in order to facilitate Cryptocurrency Transfers in accordance with your instructions, and you acknowledge that this may delay the initiation or crediting of such Cryptocurrency Transfers. Cryptocurrencies held in your Bequant Prime Wallet are held by Bequant Prime for your benefit on a custodial basis. Among other things, this means:

  • title to cryptocurrencies shall at all times remain with you and shall not transfer to Bequant Prime or any other company in its group and you shall not be able to sell it, part or whole, loan it and/or use it in any other way except for the specified purposes provided under these Exchange Terms and Conditions;
  • you will not be entitled to any interest on the cryptocurrencies we hold for you;
  • as the owner of cryptocurrencies in your Bequant Prime Wallet, you shall bear all risk of loss of such cryptocurrencies. Bequant Prime shall have no liability for fluctuations in the fiat currency value of cryptocurrencies held in your Bequant Prime Wallet;
  • none of the cryptocurrencies in your Bequant Prime Wallet are the property of, or shall or may be loaned to, Bequant Prime; Bequant Prime does not represent or treat assets in a User’s Wallet as belonging to Bequant Exchange. Bequant Prime may not grant a security interest in the cryptocurrencies held in your Wallet. Except as required by Applicable Law, Bequant Prime will not sell, transfer, loan, hypothecate, or otherwise alienate cryptocurrencies in your Bequant Prime Wallet unless instructed by you or compelled by a court of competent jurisdiction;
  • you control the cryptocurrencies held in your Bequant Prime Wallet. At any time, subject to outages, downtime, and other applicable policies and subject to the cryptocurrencies being held as collateral for any Services in accordance with these Exchange Terms and Conditions you may withdraw your cryptocurrencies by sending them to a different blockchain address controlled by you or a third party; and
  • in order to more securely hold customer cryptocurrencies, the Bequant Group may use shared blockchain addresses, controlled by a member of the Bequant Group, to hold cryptocurrencies held on behalf of Users and/or held on behalf of Bequant Prime. Users’ cryptocurrencies are segregated from Bequant Prime’s own cryptocurrencies or funds by way of separate ledger accounting entries for User and Bequant Prime. Bequant Prime shall not have any obligation to use different blockchain addresses to store cryptocurrencies owned by you and cryptocurrencies owned by other customers or by Bequant Prime.

6.3. Bequant Prime is under no obligation to provide any replacement cryptocurrencies in the event that any cryptocurrencies, password or private key is lost, stolen, malfunctioning, destroyed or otherwise inaccessible.

6.4. Bequant Prime may at its absolute discretion delegate certain custody services to third party service providers or to any other person as a sub-custodian or otherwise to hold cryptocurrencies, which may be unaffiliated and/or affiliate companies including unregulated companies. Bequant Prime will exercise all reasonable skill and care in the selection, appointment and periodic review of these affiliates, agents and any service providers, but, subject to clause 6.5 below will not be held liable for any acts or omissions of these third party service providers, including cases of dissolution or insolvency or failures in custodianship.

6.5. Bequant Prime will accept responsibility to you for any delegate it has appointed to custody your cryptocurrencies which is a Bequant Group Member.

7. Market/exchange liquidity

7.1. User understands that Bequant Prime alone is not able to provide market liquidity and that this is dependent upon the entire market as a whole and the liquidity provided by counterparty exchanges and the client understands that without liquidity, trading on exchanges may be delayed, difficult or not possible particularly when markets are volatile and User expressly accepts this risk.

Part 5: Our Services

1. Scope of our Services

1.1. We provide the following Services under these Exchange Terms and Conditions:

  • Spot cryptocurrency trading;
  • margin trading; and
  • Perpetual futures.

1.2. The specific terms and conditions for these different Services are set out below. The terms and conditions relating to funding the Account for the purposes of fulfilling relevant transactions by depositing fiat and cryptocurrency are set out in Part 4 above.

2. Availability of our Services

2.1. Not all Services are available to all Users and, where relevant, their Authorised Persons, as some Services may be available in limited jurisdictions, or to limited client types due to legal and regulatory restrictions. Further information about which services are available to which clients in which jurisdictions is available on our Site. Our current policies on the availability of Services in specified markets and jurisdictions can be found here. We may amend these policies from time to time at our sole and absolute discretion without prior notice to you.

2.2. Nothing in these Exchange Terms and Conditions shall require Bequant Prime to offer Services to any User. Our Services are offered at our discretion, subject to our usual credit, onboarding and other risk management processes and subject at all times to compliance with applicable law, regulation and good practice.

2.3. We have the right to implement or impose (or vary) any restrictions and limitations on access to and use of the Services in our sole and absolute discretion, including (but not limited to) transaction volumes, risk limits, rate limits, account limits, and order restrictions. We may also implement or impose (or vary) restrictions and limitations on the access to and use of the Services specifically in relation to your Account. The restrictions and limits can be viewed when logged into your Account on the Exchange Platform. We may implement, impose or amend these restrictions and limitations at our sole and absolute discretion without prior notice to you. Access to the Exchange Platform is also subject to any Trading Halts as provided in Part 6.

2.4. We may introduce new Services, or vary, suspend, withdraw or cease to provide any or all of the Services. We will endeavour to give you reasonable prior notice before we vary, suspend, withdraw or cease to provide any of the Services but retain the right to do so without prior notice to you. We shall not be liable for any losses or damages as a result of (i) varying, suspending, withdrawing or ceasing to provide access to and use of any of the Services or (ii) amending any terms and conditions on which the Services are provided.

2.5. We shall make reasonable efforts to ensure that the Services are available. However, access to the Services may be disrupted from time to time due to necessary maintenance, technical issues, network and system overloads or other events (whether within or outside of our control). We will use commercially reasonable efforts to avoid downtime of the Services, but assume no liability (whether for trading-related losses or otherwise) if the Services or any part thereof are unavailable at any time or for any period.

3. Spot Trading

3.1. Bequant Prime supports Fiat to Crypto Exchange and Crypto to Crypto Exchange on a spot basis.

3.2. Trading is only available only in connection with those cryptocurrencies that Bequant Prime supports and this may change from time to time. Information on the cryptocurrencies supported by Bequant Prime is available on the Site.

3.3. Once you have opened your Account and completed User verification to our requirements you may conduct Spot Trading on the Exchange Platform by placing Orders.

3.4. Spot trading is subject to you arranging for the prompt and sufficient delivery to us of any fiat currency or cryptocurrency required for settlement, if your Bequant Prime Wallet does not already hold the necessary fiat or cryptocurrency.

3.5. If your Bequant Prime Wallet is not credited with sufficient of the fiat or cryptocurrency for delivery as required for settlement of the relevant fiat/cryptocurrency or cryptocurrency/cryptocurrency pair then the transaction subject of your Order may not proceed. Deliveries of fiat currency and cryptocurrency must be made, where required, to meet the delivery requirements and cut off times as notified to you from time to time.

3.6. Spot Trading is subject to the trading and exchange rules which can be found here.

3.7. With Fiat to Crypto Exchange you may fund purchases by the approved payment methods we notify to Users from time to time on the Site. The availability of a method of payment depends on a number of factors including, for example, where you are located, the identification information you have provided to us, and limitations imposed by third party payment processors.

4. Margin trading, perpetual futures and other cryptocurrency derivatives trading

4.1. Access to margin trading, perpetual futures trading and other cryptocurrency derivatives on the Exchange Platform is subject to:

  • User status;
  • User jurisdiction;
  • any other eligibility criteria that we may apply from time to time at our discretion; and
  • your acceptance of any further and additional terms for margin trading and/or futures and derivative trading for your jurisdiction as we may advise from time to time, including collateral requirements.

4.2. Not all users can access margin trading, futures and other cryptocurrency derivative services and nothing in these Exchange Terms and Conditions shall be deemed to invite or induce or otherwise offer such services to Users in general.

4.3. Users who are accepted for Services related to margin trading, perpetual futures and other cryptocurrency derivative trading are required to acknowledge and agree that:

  • they have read and understood the Risk Disclosure Statement regarding the high risks of cryptocurrency derivatives trading, including but not limited to the risk of major fluctuations in value and the risk of exacerbated adverse outcome when leverage is used;
  • they have sufficient investment knowledge and experience and the capacity to take risks arising from cryptocurrency derivatives trading, and agree to independently assume all the risks arising from the investment of the trading;
  • before trading they will have read and understood these Exchange Terms and Conditions and are capable of making informed decisions on trading in these contract types; and
  • cryptocurrency derivative trading (which, for the avoidance of doubt, includes margin trading and perpetual futures) can lead to forced liquidation and forced position reduction (under specific circumstances) as required in order to protect each User, Users in general and also Bequant Prime’s legitimate interests. Further details as to the circumstances under which forced liquidation and forced position reduction may occur is available on the Site.

5. Crypto Lending

5.1. If you meet our relevant Eligibility Criteria from time to time you can participate in our Lending Service which allows you to borrow cryptocurrencies from Bequant Prime. Borrowed cryptocurrency can then be used for Spot Trading at your determination.

5.2. Participation in the cryptocurrency Lending Service is subject to you entering into the additional Master Loan Agreement for Digital Assets with us. Borrowing cryptocurrency is subject to the fees and interest stipulated in that agreement.

5.3. Unless otherwise agreed for “flash loans”, cryptocurrency lending to your through our Lending Service is subject to collateral requirements as agreed in the Master Loan Agreement for Digital Assets Only eligible cryptocurrencies supported by the Bequant Prime can be employed as collateral.

5.4. Bequant Prime will:

  • have the full right to manage your collateral during the period borrowing takes place as specified in the Master Loan Agreement for Digital Assets;
  • be entitled under the Master Loan Agreement for Digital Assets to automatically liquidate your collateral when price movements of underlying cryptocurrencies to a derivative mean that collateral ratios fall below those prescribed in the Master Loan Agreement for Digital Assets and
  • have the right to temporarily or permanently prohibit any User from using the Master Loan Agreement for Digital Assets when we consider necessary or reasonable.

5.5. Accessing our Lending Service carries specific risks as set out in the Risk Disclosure Statement, including the risk of Users losing custody of the cryptocurrencies borrowed.

6. No advice

6.1. None of the Services provided by Bequant Prime amounts to and no communication or information provided to you shall be deemed or construed to be investment or financial advice. We have no obligation to, and shall not, provide you with any legal, tax, accounting or other advice. We do not have any fiduciary obligations to you.

6.2. All trades are executed automatically, based on the parameters of your Order instructions and in accordance with the Exchange Platform execution procedures. We are not responsible for determining whether any product or Service we provide is suitable or appropriate for you. You should conduct your own due diligence and consult an independent adviser where appropriate.

Part 6: General Terms and Conditions

1. Compliance

1.1. Bequant Prime shall have the right to take (or refuse to take) any action it deems to be appropriate or necessary to comply with any Applicable Laws or in accordance with its policies and procedures.

2. Confidentiality

2.1. You undertake not to disclose to any person any Confidential Information that you may acquire in the course of your use of any Account or our Services.

2.2. Without prejudice to any other provision in these Exchange Terms and Conditions, we will keep confidential any Confidential Information we receive from you. However, we shall be permitted to disclose Confidential Information:

  • in accordance with these Exchange Terms and Conditions;
  • to our affiliates as well as with their respective employees, consultants, officers, directors; and
  • to our professional advisers or any other third party under a duty of confidentiality.

2.3. Upon any unauthorised disclosure of our Confidential Information, we shall have a right to take such lawful actions as are reasonably available to recover such Confidential Information and to prevent any further publication or dissemination.

3. Exclusion of Liability

3.1. Bequant Prime disclaims any and all liability arising from fraudulent entry into and use of the Site, Service, and other Services (including, but not limited to, liabilities arising from trades executed through your Account using your supplied sign-in identity and passwords, even if you subsequently assert that this was not done with your consent or permission).

3.2. To the maximum extent permitted by law, Bequant Prime disclaims all liability for loss or damage howsoever incurred by you because of:

  • your use of our Services or the Site, and/or our failure to perform the Services;
  • use of your Sign-in Identity and Password;
  • for any unavailability of any of our Services for any reason;
  • your failure to understand the nature and volatility of virtual currencies or the market for such currencies; and/or
  • any bank transmission delays, losses arising from the use of (or attempted use of) payment methods, or losses of interest.

3.3. From time to time due to technological factors, scheduled software uploads and other factors beyond or within our control, the Site, Service, or other Services may be temporarily interrupted. You agree that we are not liable for any loss and damage arising from such interruption and you agree to hold us harmless against any such interruption of or inability to access the Site or Services.

3.4. As part of our security measures and policies, please note that we will never ask you, for any reason, whether by email, regular mail or telephone, to disclose your account password. We will never send you embedded links in an email requesting that you sign onto the site by clicking such a link. If you receive an embedded link by email, claiming to be from us, you should not open it or click on the link. The email is not from us and is likely fraudulent. Never give or allow access to your account password to anyone whom you do not intend to authorize to use your account.

3.5. You may not, without our prior written consent:

  • duplicate any part of our Site or the Materials contained therein or via the Services (except as expressly provided elsewhere in these Exchange Terms and Conditions);
  • frame or utilize any similar techniques in connection with our Site or any of the Materials contained therein;
  • circumvent any encryption or other security tools used anywhere on the Site or in conjunction with the Services (including the theft or distribution of usernames and passwords or use of another person’s username and password in order to gain access to a restricted area of the Site);
  • use any material or information on our Site or included in our Services in any manner that infringes our copyright;
  • use any name similar to Bequant Prime or otherwise infringe upon any of our trademarks (registered or otherwise), design rights, patents, trade secrets or other proprietary right of any party;
  • upload or attempt to upload files that contain viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files to our site or otherwise use any other similar software or programs that may damage the operation of our computers and systems or those of our clients or partners; or
  • do anything that may adversely affect proper operation of the Site, the Services and/or the reputation and goodwill of Bequant Prime.

3.6. By using the Site and/or the Services, you expressly acknowledge and agree that:

  • such use of the Site and Services is at your own and sole risk;
  • any material and/or data downloaded or otherwise obtained through the use of the Site and Services or any of the Materials contained therein is done at your own discretion and risk;
  • you are solely responsible for protecting your computer systems and that we are not liable for any damage to your computer system or loss of data that results any corruption or lack of integrity of our Site or Services or data from the Site;
  • you are solely responsible for checking the accuracy of the data on our site and in particular market data values;
  • the Site and Services, and all Materials contained therein, are provided “as is” without warranty of any kind, either express or implied, including, but not limited to, any implied warranties of merchantability, fitness for a particular purpose, title, or non-infringement;
  • Bequant Prime makes no representations or warranties that the Site, and Service, or any Materials contained therein, will be uninterrupted, timely, secure, or error-free or that market data is up to date;
  • Bequant Prime is NOT responsible for the virtual currency market, and Bequant Prime makes no representations or warranties concerning the value of virtual currency of any kind;
  • Bequant Prime is not responsible for any use of confidential or private information obtained by users or third parties in breach of data protection obligations imposed on them; and
  • without prejudice to any other term in these Exchange Terms and Conditions, Bequant Prime’s total liability to you for all losses, damages, causes of action, including but not limited to those based on contract, tort, or otherwise, shall not exceed in aggregate the amounts paid by you in respect of your use of the Site and/or the Services during the 12 months preceding the date on which the cause of action accrues hereunder.

3.7. The warranties and representations expressly set forth in these Exchange Terms and Conditions are the only warranties and representations made by Bequant Prime with respect to these Exchange Terms and Conditions and the Services, and are in lieu of any and all other warranties, written or oral, express or implied, that may arise either by agreement between the parties or by operation of law or otherwise, including warranties of merchantability and fitness for a particular purpose which are excluded to the fullest extent permitted by applicable laws. None of these warranties and representations will extend to any third person.

4. Indemnification and release

4.1. To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless Bequant Prime, its parent company, affiliates and subsidiaries and each of their respective officers, directors, shareholders, members, partners, attorneys, employees and agents (collectively, the “Indemnified Parties”), from and against any and all claims (including third-party claims), actions, loss, liabilities, expenses, costs, or demands, including, without limitation, legal and accounting fees (collectively, “Losses”), directly or indirectly, resulting from or by reason of your breach of these Exchange Terms and Conditions. We reserve the right to participate in the defence of such claim or choose our own legal counsel, but are not obligated to do so.

4.2. Save as permitted to the maximum extent by applicable laws, in no event shall Bequant Prime (or its licensors, agents, suppliers, resellers, service providers, or any other subscribers or suppliers) be liable to you, or any other third party for any direct, special, indirect, incidental, consequential, exemplary, or punitive damages, including without limitation, damages for loss of profits, loss of information, business interruption, revenue, or goodwill, which may arise from any person’s use, misuse, or inability to use the Site, Service, Services, or any of the materials contained therein, even if we have been advised of the probability of such damages.

5. Notices and communications

5.1. You authorise us to deliver all communications, agreements, documents, notices, disclosures and Confirmations to you through any communication details that you provide to us from time to time.

5.2. It is your responsibility to ensure that your communications details that we hold are correct.

5.3. In some cases, our communications to you may only be posted on the Site or App.

5.4. Communications take effect from the time they are sent unless a later time is specified in the communication.

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

5.6. If an Account is established for more than one person in accordance with these Exchange Terms and Conditions, notices and communications (including notices of any variation to these Exchange Terms and Conditions and any statements (including any consolidated statements)) sent to the email notified to us as the email for receipt of notices and other communications in connection with these Exchange Terms and Conditions are taken to be given to all persons.

6. Records

6.1. All records shown on or provided in connection with the Accounts or Services are for your information only. These records are not binding on us or any other person.

6.2. Notwithstanding anything to the contrary contained in these Exchange Terms and Conditions, in any record should there be any inconsistency between:

  • the information (including any document but not any advice) available on or via the Site or App, the internet or other electronic medium; and
  • the information in our records will prevail unless there is a manifest error.

6.3. We may issue a further record if any previous one contained any errors or omissions, in which case that further record will supersede any previous one in all respects (unless it states otherwise).

7. Amendment of these Exchange Terms and Conditions

7.1. We may make changes to the Exchange Terms and Conditions in our sole and absolute discretion for any of these valid reasons:

  • we are changing a Service we already offer, or introducing a new Service that needs a change to these Exchange Terms and Conditions, such as introducing a new charge;
  • we are withdrawing a Service or a type of Account;
  • we need to move you from one type of Account or Service to another for a good reason – for example, if you’re no longer eligible for an Account or Service;
  • there are changes (or we reasonably expect changes) in cryptocurrency markets, products and services, our technology, our systems, distributed ledger technology or for other reasons that mean we need to change the way we do things.
  • a change in the law, a regulation, an industry code we follow, or a decision of the court, a regulator or a complaints body means that we need to make changes;
  • changes in our costs, including changes we reasonably expect to happen, mean we need to change or bring in rates or charges for our Services;
  • we reasonably decide that our business needs to charge for our Services in a different way – for example, because it’s easier to understand or better reflects how Users use the Exchange Platform; or
  • any other valid reason that relates to our business.

7.2. We cannot predict everything that may affect our business, so there may be other reasons not listed above when we need to make a change, but we will only make changes we think are fair for a valid reason.

7.3. If we have a valid reason as set out in 7.1 above, we may, at our sole and absolute discretion, and at any time, supplement, amend or replace these Exchange Terms and Conditions without limitation.

7.4. Unless otherwise expressly indicated in these Exchange Terms and Conditions, we will provide you with reasonable prior notice of the changes to these Exchange Terms and Conditions before they take effect. However, we may supplement, amend or replace these Exchange Terms and Conditions with immediate effect and without prior notice where we believe it is necessary for us to do so.

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

8. Fees and costs

8.1. You must pay the fees, charges, commissions and costs specified by us on the “Fees” page on the Site or in our fee tariff if any, through another Agreed Communication Method, or as otherwise notified by us in writing from time to time. Our fees will vary depending on whether you are a “maker” or “taker” as set out in it as set out on the Site and updated from time to time. You should take care to read the information we provide on fees to ensure that you are aware of our fees, charges, commissions and costs from time to time.

8.2. You are also responsible for any fees that Bequant Prime incurs with respect to your Account.

8.3. From the time any amount under these Exchange Terms and Conditions is overdue for payment until it is paid, you agree to pay interest at our prevailing default interest rate on the overdue amount when we ask. This rate is revised by us periodically and is set out in our fee tariff.

8.4. Any interest payable under these Exchange Terms and Conditions accrues and is calculated in accordance with our usual practice. If default interest is charged, we may add to the outstanding amount any interest under this clause 8 which has not been paid. You are then liable for interest under this clause 8 on the total amount.

8.5. Unless otherwise specified in these Exchange Terms and Conditions, you are not entitled to any refund of any costs, fees or interest you have paid, or subsidy you have received, including where you cancel an Order, or all or any of these Exchange Terms and Conditions ends.

8.6. If all or any of these Exchange Terms and Conditions ends or you cancel an Order, we may require you to pay interest, fees and costs incurred in connection with these Exchange Terms and Conditions or Order.

9. Your representations and warranties

9.1. When opening an Account you represent and warrant that:

  • the information and documents you provided are true and accurate and up-to-date and shall remain true and accurate and up-to-date throughout the term of these Exchange Terms and Conditions;
  • you understand the nature and are capable of assuming and do assume the risks of trading under these Exchange Terms and Conditions, including the risks described in the Risk Disclosure Statement;
  • in respect of the Exchange Platform and each Order, you:
    • have received, read and understand all relevant documents that make up these Exchange Terms and Conditions;
    • have adequate information in relation to your decision to use the Exchange Platform and submit the Order; and
    • have made your own independent decision to use the Exchange Platform and submit the Order and that the use of the Exchange Platform and submission of each Order are appropriate and proper for you based on your own judgment and on advice from independent advisers you have considered necessary;
  • you enter into these Exchange Terms and Conditions and submit each Order as principal and are not acting as an agent for any other person, as trustee of any trust or on behalf, or for the benefit, of any other person. Without limiting the generality of this sub-paragraph, no Authorised Person has any interest in your Account or any Order;
  • you have full legal capacity, power and all necessary authorisations to own your assets and carry on any business it conducts, to enter into these Exchange Terms and Conditions and submit each Order and to comply with its obligations and exercise its rights under them;
  • you have obtained all necessary authorisations and consents, and taken all necessary corporate actions (as applicable) to make all payments and deliveries contemplated by these Exchange Terms and Conditions;
  • your obligations under these Exchange Terms and Conditions are valid, binding and enforceable and it will not be in breach of any Applicable Law, authorisation, document or agreement by entering into or complying with obligations or exercising rights under these Exchange Terms and Conditions or any Order;
  • you, any Authorised Person, any person who controls you and any person for whom you act, as applicable, is not a Sanctioned Person;
  • if you are a corporation or other legal person, the person that enters into these Exchange Terms and Conditions on your behalf is, and any person representing you in relation to any Order is and will be, duly authorised to do so;
  • all the information given, and representations made, by you (or on your behalf) are correct, complete and not misleading;
  • since the date of any information you have given us, there has been no change in that information or your financial circumstances that may have a material adverse effect on your ability to meet any of your obligations to us;
  • you have not withheld any information that might have caused us not to enter into these Exchange Terms and Conditions or not allow your Order to be submitted (including information about the assets you own and any encumbrance over them);
  • you are not relying on any communication from us as advice (whether written or oral) from us, and we are not an advisor to you, in connection with these Exchange Terms and Conditions or any Order;
  • at any time that you deliver, or procure the delivery of, cryptocurrencies to us in connection with an Order or otherwise, you have the absolute right to sell, assign, convey, transfer and deliver such cryptocurrency, and are deemed to confirm that it is fully paid and free of any encumbrance;
  • you are responsible for your own tax affairs, and you have not committed or been convicted of any tax or other criminal offence; and
  • no Insolvency Event has occurred in relation to you.

9.2. You repeat the representations and warranties set out in this Part every time you:

  • submit an Order;
  • give an Instruction; or
  • otherwise operate your Account or use the Exchange Platform.

9.3. You also warrant that you will not use the Site or services in relation to any illegal or fraudulent activity and agree that you have taken legal advice and confirmed that your use of the Site and Services is lawful within your jurisdiction and is not prohibited nor does it otherwise violate the laws of your jurisdiction.

9.4. You must notify us immediately if you have reason to believe that you cannot truthfully make or repeat the representations and warranties set out in this clause 9.

10. Termination, suspension and enforcement

10.1. Either you or we may suspend or terminate your access to and use of any of the Exchange Platform and/or Services by giving the other party at least seven days’ notice in writing.

10.2. In addition to our rights in clause 10.1, we may terminate your access to any (or all) of the Exchange Platform and/or Services and deactivate your Account immediately by notice to you, if:

  • you provide incorrect, incomplete or misleading information or make a representation or warranty that is incorrect or misleading;
  • you breach any payment or delivery obligation or other term of these Exchange Terms and Conditions, any other agreement with us, or any term of any arrangement you have with another financial institution, or another financial institution has suspended or terminated your use of any financial services;
  • you become Insolvent or any of your assets are subject to Insolvency proceedings;
  • you act fraudulently or dishonestly;
  • you disaffirm, disclaim, repudiate or reject, in whole or in part, these Exchange Terms and Conditions, any Confirmation or any Executed Order (or such action is taken by an Authorised Person on your behalf);
  • any Authorised Person or other person asserts any interest in, or right to control, your Account by virtue of you having provided access to your Account or otherwise;
  • performance of any obligation by either you or we under these Exchange Terms and Conditions breaches, or is likely to breach, any Applicable Law (including AML/CTF Requirements or market abuse requirements) or is otherwise contrary to any policy we apply as a result of an order or sanction issued by any government agency;
  • 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 these Exchange Terms and Conditions;
  • any of your Cryptocurrencies are subject to enforcement of a judgment or are expropriated, compulsorily acquired or resumed on any basis;
  • we, in our discretion, consider that your Account is being operated or the Exchange Platform are otherwise being used in an irregular or improper manner;
  • you fail to provide any information requested under these Exchange Terms and Conditions, or where required to do so in compliance with any Applicable Law or the requirement of any contract;
  • any other event of default (however described) under any other agreement between you and any Bequant Group Member occurs; or
  • your Account has been inactive for two years.

10.3. Our rights under clause 10.2 do not affect any other right under these Exchange Terms and Conditions and are subject to the giving of any notice, demand or lapse of time which is required by Applicable Law and cannot be excluded.

10.4. Other terms and conditions that are applicable to a particular service may specify additional circumstances in which you or we may terminate and/or suspend your relationship with us. These apply in addition to the rights set out in clauses 10.1 and 10.2.

10.5. After we terminate your access to the Exchange Platform and/or Services, you must:

  • not use the Exchange Platform and/or operate any Account that is the subject of the termination, or any benefits in connection with the Exchange Platform;
  • immediately make all payments and deliveries required in connection with these Exchange Terms and Conditions, your Account, the Exchange Platform and any relevant executed Orders; and
  • do any other thing which these Exchange Terms and Conditions requires to be done when your right to use the Exchange Platform and operate your Account ends.

10.6. Subject to clause 10.9, the termination of your access to the Exchange Platform and/or Services does not affect any of the rights and obligations of either of us that arose before termination. You are not entitled to any refund of any fee or amount paid or subsidy received in connection with these Exchange Terms and Conditions or any Executed Order.

10.7. All provisions in these Exchange Terms and Conditions in connection with payments, clawbacks, indemnities, limitation of liability, disclosure of information, set-off, asset conversion, tax, survive termination of your relationship with us.

10.8. After all (or any) of our relationship with you ends, we may review and withdraw any promotional or preferential arrangement that applies to you.

10.9. Upon termination of our relationship with you, we may return any cryptocurrencies recorded in your Account to a designated external address to you in accordance with Part clause 3.

10.10. If we are unable to return any cryptocurrencies to you in accordance with clause 10.9, we will take reasonable steps, as determined in our sole discretion in the circumstances, to contact you and return the cryptocurrencies in the form and manner we deem appropriate.

10.11. If we are unable to contact you or return the cryptocurrencies pursuant to clause 10.10, we may deal with the relevant amount of cryptocurrencies (less applicable costs) as we consider appropriate, as determined in our sole discretion. This includes transferring the cryptocurrencies to a third party. You will not have any further rights to such amounts. Without limiting any of the foregoing, we are not obliged to hold any such cryptocurrencies for you.

10.12. We may suspend our engagement in any or all of the activities contemplated by these Exchange Terms and Conditions at any time, including access to the Exchange Platform generally, for any reason (even if no Event of Default has occurred and is continuing), with effect from such time and for such duration as we may determine. If we do so, we will notify you as soon as practicable, to the extent permitted by Applicable Law.

11. Force majeure

11.1. We will not be liable for our failure to perform any obligations under these Exchange Terms and Conditions due to events beyond our control, and the time provided for performing such obligations shall be extended by a period of time equal to the duration of such events.

11.2. Events (“Force Majeure Events”) beyond our control include, but are not limited to, acts of God or nature (such as flood, earthquakes, storms etc), utilities or software outages, terrorism, acts of Government, hacking, war, riot, arson, embargoes, civil commotion, strikes, labour disputes, equipment failures, bank failures, virtual currency market collapse or fluctuations, credit or debit card transaction processing failures, strikes, fire, or other unforeseeable events which substantially alter our ability to perform Services hereunder. In the event of a Force Majeure Event lasting for more than 5 working days, we have the right to take any action we consider appropriate in connection with these Exchange Terms and Conditions. No liability shall arise to us where we are unable to provide Services as a result of a Force Majeure Event.

12. Intellectual property rights

12.1. These Exchange Terms and Conditions only grant a limited license to access and use our Services. Therefore, you hereby agree that when you use our Services, Bequant Prime does not transfer our Services or the ownership or intellectual property rights of any of our intellectual property to you or anyone else. All the text, graphics, user interfaces, visual interface, photos, sounds, process flow diagrams, computer code (including html code), programs, software, products, information and documents, as well as the design, structure, selection, coordination, expression, look and feel, and layout of any content included in the services or provided through our Services are exclusively owned, controlled and/or licensed by Bequant Prime or its members, parent companies, licensors or affiliates.

12.2. Bequant Prime owns any feedback, suggestions, ideas, or other information or materials (hereinafter collectively referred to as “Feedback”) about its Services that you provide through email, the Exchange Platform , or other ways. You hereby transfer all rights, ownership and interests of the Feedback and all related intellectual property rights to Bequant Prime. You have no right and hereby waive any request for acknowledgment or compensation based on any Feedback, or any modifications based on any Feedback

13. Reliance

The parties have not relied on any representation, warranty or agreement relating to the matters dealt with in these Exchange Terms and Conditions that is not expressly set out in these Exchange Terms and Conditions, and no such representation, warranty or agreement has any effect from the date of your acceptance of these Exchange Terms and Conditions.

14. Waiver

No exercise or failure to exercise or delay in exercising any right or remedy will constitute a waiver by that party of that or any other right or remedy available to it.

15. Assignment

15.1. The rights and liabilities of the parties hereto will bind and inure to the benefit of their respective assignees, successors, executors, and administrators, as the case may be. You may not assign your rights or obligations under these Exchange Terms and Conditions without our prior written consent.

15.2. We may assign our agreement with you on these Exchange Terms and Conditions and our rights and obligations under them at any time upon written notice to you and without consent, provided that, if you are an Individual User, we will not assign to a third party if this would be materially detrimental to your interests.

16. Severability

If any provision of these Exchange Terms and Conditions becomes invalid or unenforceable to any extent, the remainder of these Exchange Terms and Conditions and its application will not be affected and will remain enforceable to the greatest extent permitted by law.

17. Right of Set Off

To the extent allowable by law, we reserve the right to set-off any damages or amounts owed to us by you for your breach of these Exchange Terms and Conditions or other obligations under these Exchange Terms and Conditions against funds in your Account.

18. No Agency

Nothing in these Exchange Terms and Conditions shall be deemed to constitute, create, imply, give effect to, or otherwise recognize a partnership, employment, joint venture, or formal business entity of any kind;

19. Complaints

If you would like to contact us with a complaint, please contact Customer Support via e-mail using the email address associated with your account, or you may write to Customer Support at [email protected]

20. Headings

All headings are solely for the convenience of reference and shall not affect the meaning, construction or effect of these Exchange Terms and Conditions.

21. Complete Agreement

The agreement between us based on these Exchange Terms and Conditions, any Lending Service Agreement and any other additional terms and conditions for the Services from time to time, together with our Privacy Policy & other Bequant policies and agreements constitute the entire agreement between the parties with respect to your access and use of the Site, Service and the Materials contained therein. All implied terms are excluded to the maximum extent permitted by law.

22. Governing law and jurisdiction

The agreement between us based on these Exchange Terms and Conditions and other terms as set out in clause 21 will be governed by English law and the parties submit to the exclusive jurisdiction of the courts of England and Wales.

Definitions and interpretation

Definitions

For the purposes of these Exchange Terms and Conditions the following words and expressions have the following meanings:

“Account” means an account opened with Bequant Prime and includes an Individual Account and a Corporate Account.

“Account Balance” means the balance of cryptocurrencies that we reflect in our books and records as credited to your Account, including the Wallet balance, any collateral margin balance and the available balance, as calculated by us;

“Agreed Communication Method” means the method agreed with you at the time of Account opening by which we could contact you;

“AML/CTF Requirements” means anti-money laundering and counter-terrorist financing requirements applicable from time to time to the Services;

“Applicable Laws” means all civil and common laws, statutes, subordinate legislation, treaties, regulations, directives, decisions, by-laws, ordinances, circulars, codes, orders, notices, demands, decrees, injunctions, resolutions, policies, rules and judgments of any government, quasi-government, statutory, administrative or regulatory body, court, exchange, task force, agency or association (whether or not having the force of law) by which any member of the Bequant Group or you are bound in any jurisdiction or which any member of the Bequant Group concludes in its sole and absolute discretion that it is required to comply with;

“API” the application programming interface we have developed in order to allow you to interact with the Exchange Platform;

“API Key” means the public or secret key that enables access to your Account through the API;

“Authorised Bank Account” means the verified bank account with a regulated credit institution in your jurisdiction or a jurisdiction acceptable to us to and from which Deposits and Withdrawals will be made under these Exchange Terms and Conditions;

“Authorised Person” means a person that is duly authorised by a Corporate User to act on its behalf in relation to these Exchange Terms and Conditions and the submission of Order on the Exchange Platform;

“Bequant App” means the mobile application we have developed and make available to allow you to access your Account and some of our Services;

“Bequant Prime” means Bequant Prime Limited (or where the context permits any affiliate entity including subsidiaries and parent companies;

“Bequant Group” means Bequant Prime and each Bequant Group Member;

“Bequant Group Member” means Bequant Prime, and any person, entity or company that (directly or indirectly through one or more intermediaries), is in control of Bequant Prime, is controlled by Bequant Prime, or is under common control with Bequant Prime. For this purpose, “control” of any entity or person means ownership of a majority of the voting power of the entity or person;

“Bequant Prime Wallet” or “Wallet” means the wallet functionality provided to you via your Account to store and deal in cryptocurrencies you hold in your Account;

“Confidential Information” means any written information (including information provided in electronic form) or oral information which is confidential or a trade secret or proprietary and which is clearly identified as confidential at the time of disclosure or would be assumed by a reasonable person to be confidential under the circumstances surrounding the disclosure, but shall not include information which is: (i) already known by a party; (ii) publicly known or becomes publicly known through no wrongful act by a party; (iii) rightfully received from a third party without a party having knowledge of a breach of any other relevant confidentiality obligation; or (iv) independently developed by a party;

“Confirmation” means any confirmation we provide that an Order has been executed;

“Contract” means a cryptocurrency derivatives contract available to trade in on the Exchange Platform;

“Contract Specifications” means the contractual specifications and terms for each Contract as set forth for each Contract;

“Corporate Account” means an Account opened for a corporation, partnership, firm or other entity or organisation;

“Corporate Eligibility Criteria” has the meaning given to that expression in Part 3 clause 1;

“Crypto-to-crypto Exchange” refers to Spot Trading transactions in which one cryptocurrency is exchanged for another;

“Deposit” has the meaning given to that expression in Part 4 clause 2;

“Deposit Address” has the meaning given to that expression in Part 4 clause 2;

“Eligibility Criteria” means, in respect of an Individual User, the Individual Eligibility Criteria, or, in respect of a Corporate User, the Corporate Eligibility Criteria (as applicable);

“Exchange Platform” means the trading platform, known as an exchange, that is made available to Users by Bequant Prime for the purposes of trading in cryptocurrency transactions;

“Fiat to Crypto Exchange” means Spot Trading transactions in which cryptocurrencies are exchanged for fiat currencies or vice versa;

“Force Majeure Event” has the meaning given to that expression in clause 12.2 of Part 7;

“Individual Account” means an Account opened for a natural person;

“Individual Eligibility Criteria” has the meaning given to that expression in Part 3 clause 1;

“Individual User” means a User who is a natural individual;

“Insolvency Event” means bankruptcy, insolvency or administration or such similar event having occurred or been declared in relation to a User;

“Lending Service” means the service we provide to lend cryptocurrencies to certain Users under a separate Master Loan Agreement for Digital Assets;

“Master Loan Agreement for Digital Assets” means the special terms and conditions a User needs to enter into with us to access the Lending Service, including in relation to the posting of collateral;

“Market Data” has the meaning given to that expression in Part 3 clause 6;

“Materials” means images and content, including, but not limited to, text, software, images, graphics, data, messages, or any other information made available via the Site or any other Site content owned, operated, licensed, or controlled by Bequant Prime;

“Order” means a bid or offer, as applicable, made (or deemed to be made) by a User to enter into a Supported Cryptocurrency transaction or Contract with Bequant Prime made through the Exchange Platform, and includes any portion of a bid or offer, where applicable;

“Registration Data” has the meaning given to that expression in Part 3 clause 5;

“Risk Disclosure Statement” means the risk disclosure statement as updated from time to time and published on our Site;

“Sanctioned Person” has the meaning given to that term in Part 3 clause 8;

“Services” means any or all of the websites, applications and services provided by us, including: (a) the Exchange Platform; (b) the App; (c) the API; and (d) any other service that we may provide from time to time and designate a Service for the purposes of these Exchange Terms and Conditions;

“Site” means any site located at www.bequant.io, and/or the Bequant App, as relevant;

“Supported Cryptocurrency” means cryptocurrencies that are available on the Exchange Platform for Spot Trading from time to time;

“Spot Trading” means buying or selling cryptocurrency for immediate or near immediate delivery rather than on a forward basis or under a Contract;

“Trading Halts” has the meaning given to that expression in Part 6 clause 1;

“Two Factor Authentication” means an authentication method in which a User is granted access to trade on the Exchange Platform only by presenting two distinct forms of identification such as verification by a code or password;

“User Terms and Conditions” means these terms and conditions of Bequant Prime;

“Withdrawal” has the meaning given to that expression in Part 4 clause 3;

“Withdrawal Address” has the meaning given to that expression in Part 4 clause 3;

“Withdrawal Policies” has the meaning given to that expression in Part 4 clause 3;

“You” or “your” refers to you, the User of the Site and/or Services and where the context admits any Authorised Person appointed by a User; and “we” or “us” refers to Bequant Prime.