PART C. SWAP TRANSACTIONS

This Part C only applies to Swap Transaction-related Services. 

30.             SWAP TRANSACTION SERVICES - GENERAL

30.1          The Group, on a principal basis, allows users to enter into the following transactions on an over-the-counter basis (together, the "Swap Transactions"):

(a)                purchase or otherwise acquire Acceptable Tokens by fiat or other Acceptable Tokens;

(b)               sell or otherwise dispose of Acceptable Tokens into fiat or other Acceptable Tokens; and

(c)                access any other related services as we may from time to time determine.

30.2         Without limiting any provision of these Terms, the Swap Transaction Services are subject to:

(a)                any directions, decisions and requirements issued by us from time to time in connection with the Swap Transaction Services;

(b)               Applicable Law (including the AML/CTF Requirements); and

(c)                any Confirmation sent to you by us (including the correction of any manifest error and material omission in that Confirmation).

30.3         Subject to the application of any mandatory provisions of any Applicable Law, if there is any inconsistency between any term of these Terms and any direction, decision, requirement or other rule issued by us in connection with the Swap Transaction Services, the latter prevails, to the extent of the inconsistency.

30.4         By accessing the Swap Transaction Services, you acknowledge that we act as principal in relation to any Swap Transactions. We do not act as an executing, clearing and/or prime broker with respect to any Swap Transactions.

30.5         You understand and agree that, in addition to the matters disclosed in these Terms, the Group may have a material interest in an Swap Transaction by virtue of our role as a counterparty to such Swap Transaction.

30.6         You may access the Swap Transaction Services through any agreed communication method, including through the App and any other communication methods we notify you from time to time ("Swap Agreed Communication Methods"). You may only use the Swap Transaction Services and operate your Account as principal.

30.7         You agree that before accessing or using the Swap Transaction Services or your Account while you are outside your country of residency, you will ensure that you would not be breaking any laws, rules or regulations in that other country by doing so.

30.8         To place an order for an Swap Transaction, you must follow the procedures set out in Clause 31.

30.9         When you place your order with us by sending an Instruction, including a Trading Instruction and Non-Trading Instruction, through a Swap Agreed Communication Method, the quantity of the relevant Acceptable Tokens or fiat will be held and recorded in your Account (including Custodian Wallet, Self-Custody Wallet (subject to the Smart Contract Vault) and/or Virtual Account, as applicable) as being on hold, until that Instruction is executed, expired or otherwise cancelled by us.

30.10     The trading hours of our Swap Transaction Services are twenty-four (24) hours a day, seven (7) days a week, three-hundred and sixty-five (365) days a year ("Trading Hours"). We have the discretion to determine from time to time the Trading Hours of the Swap Transaction Services and may change the Trading Hours and arrangements of the Swap Transaction Services at any time. We will notify you if there is a change of Trading Hours where it is practicable to do so. 

30.11       We may from time to time in our reasonable discretion revise the scope of the Swap Transaction Services and/or fully or partially restrict, withdraw, suspend or discontinue your right to use the Swap Transaction Services at any time without prior notice to or any consent from you and without assigning any reason for that action.

31.               SWAP TRANSACTIONS - PROCEDURE

31.1           Requests and invitations

(a)                In order to initiate an Swap Transaction, you must either: (i) submit a request for a quote to purchase or sell an Acceptable Token that we provide as the counterparty; or (ii) respond to an invitation from us in respect of an Swap Transaction. 

(b)               You must deliver all requests and responses to initiate an Swap Transaction through an Swap Agreed Communication Method and in a format that is acceptable to us.

31.2          Quote

(a)                In response to:

(i)                 a request submitted by you; or

(ii)               an acceptance of an invitation provided by us,

in accordance with Clause 31.1, we may provide a quote stating:

(A)              the type and quantity of Acceptable Token that are the subject of the proposed Swap Transaction;

(B)               the price of the Acceptable Token that are the subject of the Swap Transaction (whether in fiat or other Acceptable Tokens) (rounded to the nearest eight (8) decimal places);

(C)               the time, if any, at which the quote will expire and be deemed to have been rejected;

(D)              fee or commission calculation (rounded up to the nearest eight (8) decimal places); and

(E)               the total amount payable or receivable by you in respect of that proposed Swap Transaction.

(b)               For the avoidance of doubt, we are under no obligation to provide a quote in response to you:

(i)                 submitting a request to us; or

(ii)               accepting an invitation from us,

whether in accordance with Clause 31.1 or otherwise.

(c)                If not stated in accordance with Clause 31.2(a)(ii)(C), a quote may expire at any time at our discretion.

31.3          Acceptance and execution of quote

If, after we provide a quote, you respond to such quote before its expiry or cancellation, and we confirm your response: 

(a)                an Swap Transaction is agreed in the terms of the accepted quote; 

(b)               a Confirmation of the Swap Transaction will be delivered to you by us setting out all the information provided in the accepted quote and any additional, agreed terms that apply to that Swap Transaction; and 

(c)                we will make necessary adjustments to the Account (including Custodian Wallet, Self-Custody Wallet (subject to the Smart Contract Vault) and/or Virtual Account, as applicable).

31.4          Confirmations

(a)                You agree that, save for any manifest error, a Confirmation is sufficient for all purposes to evidence a binding Swap Transaction between you and us unless and until you notify us otherwise as soon as reasonably practicable after the relevant Confirmation is delivered. 

(b)               You must inform us if you do not receive a Confirmation in respect of any Swap Transaction before it is settled, or if there are errors in any Confirmation that you receive

31.5           Cancellation

We may cancel a quote before its expiry or the settlement of a Brokerage Services Transaction in the case of: 

(a)                a manifest error; 

(b)               where we believe that a pre-condition under Clause 3.3 has not been satisfied; or 

(c)                where we believe that you do not have sufficient Acceptable Tokens or fiat for the Swap Transactions in the Account (including Custodian Wallet, Self-Custody Wallet (subject to the Smart Contract Vault) and/or Virtual Account, as applicable).

32.              CALCULATIONS

32.1          Calculation agent 

(a)                RDTL is the calculation agent for each Swap Transaction and calculations are carried out in our sole discretion, unless otherwise specified in the relevant Confirmation. 

(b)               The calculation agent is, subject to the relevant Confirmation, responsible for: 

(i)                 calculating the fees and any rates, amounts, periods and dates (including changes to any of them) in accordance with the Confirmation; 

(ii)               giving notice of such fees, rates, amounts, periods and dates; 

(iii)            determining the value of any Acceptable Tokens in fiat or other Acceptable Tokens (and vice versa); 

(iv)             effecting or calculating any fiat or other Acceptable Tokens conversion necessary or desirable for the purposes of any Swap Transaction; and 

(v)               calculating the net balance due between the parties. 

(c)                The calculations and determinations of the calculation agent are final and binding on you in the absence of manifest error. They will be applied using such methodology as we determine in good faith and at our discretion.

32.2         Adjustments

(a)                If, in our opinion, any event or circumstance occurs that adversely affects our ability in determining the amount payable to or by you in respect of any Swap Transaction and such circumstances continue for a period of not less than two (2) Business Days, we may make such adjustments to the method used or to be used to determine the amount payable to or by you in respect of any Swap Transaction in accordance with our customary practices or market practice of which we aware (if any).

(b)               Adjustments made in accordance with Clause 32.2(a) are binding and conclusive against you.

33.              WITHDRAWAL

33.1          Any fiat and/or Acceptable may be transferred from your Account by us for settling an Swap Transaction and applicable fees, costs and tax in full without set-off, counterclaim or deduction or withholding (including on account of any tax) unless the deduction or withholding is required by Applicable Law. 

33.2         Subject to other provisions under this Clause 33, we will deliver, or procure the delivery of, any relevant fiat and/or Acceptable Tokens owing to you under a Swap Transaction to you. Unless otherwise agreed by us, all such deliveries are made to your relevant Account (including Custodian Wallet, Self-Custody Wallet (subject to the Smart Contract Vault). Our delivery obligations are satisfied upon the completion of our usual procedures to effect the transfer. All delivery of Acceptable Tokens to you will be rounded down to the nearest eight (8) decimal places. 

33.3          We may, acting in good faith and in a commercially reasonable manner, refuse to accept or make (or accept or make on such terms as we may determine) any delivery of a fiat and/or Acceptable Tokens from or to you and we will provide notice of any such refusal as soon as reasonably practicable. In particular, we may refuse to accept any delivery of Acceptable Tokens that do not meet the pre-condition under Clause 3.3 from you, and you cannot use any such Acceptable Tokens to settle any Swap Transaction. 

33.4         You acknowledge and agree that if at any time there are (having regard to other payments debited or due to be debited) insufficient fiat or Acceptable Tokens recorded in the Account, we may, in our absolute discretion and without any obligation to do so: (i) decline to execute your Trading Instructions; and (ii) force-sell any Acceptable Tokens held at the Account on your behalf, in each case without further instruction or sanction from you or notification to you.

33.5          You may request that we deliver any fiat owing to you under an Swap Transaction to a bank or similar account in the same name as you, either directly, or through your Virtual Account or other applicable appropriately licensed payment service providers (whether affiliated to us or not) ("Third Party Payment Providers"), the selection of which is in our sole discretion depending on various factors, including without limitation, the prevailing fees, charges, location of your bank or similar account, etc. Unless otherwise agreed by us in our sole discretion and without any obligation to do so, no third party payments will be accepted. 

33.6         Withdrawal initiated by you provided through Third Party Payment Providers are facilitated by the Group for your benefit and convenience. The relevant Third Party Payment Provider, and not us, is responsible for providing the withdrawal service directly to you as its customer. Accordingly, the terms and conditions apply in relation to any Third Party Payment Providers instructed through us. Any such withdrawal instructions you provide through us are provided by you to the relevant Third Party Payment Providers. Under our arrangements with the relevant Third Party Payment Providers, we act simply as a service provider to the Third Party Payment Providers to enable the integration between the Third Party Payment Providers' services and our Services (including through the App) and, to enable you to deal with the relevant Third Party Payment Providers.  It is the relevant Third Party Payment Providers that receives and processes any withdrawal instruction given by you through us.

33.7          You consent to us, the financial institution of your bank or similar account, and the relevant Third Party Payment Provider disclosing to each other your personal information (including for example your name, contact details and identification details) and the transaction details (including but not limited to the recipient details and transaction amount) for the purposes of the withdrawal through us. 

33.8         You also consent and agree to us providing your updated details (including your name, contact details and identification details) to the financial institution of your bank or similar account and the relevant Third Party Payment Provider whenever you update your details with us or we otherwise become aware that your details have changed.

33.9         Collection, use and handling of your personal information by the financial institution of your bank or similar account and the relevant Third Party Payment Provider is subject to that that party's terms and conditions and privacy policy.

33.10      When you make an withdrawal request through us: (a) you are instructing us directly or through the relevant Third Party Payment Provider to process the transfer and must provide all the relevant information requested as directed through us; and (b) you authorise us to debit the amount necessary to complete the transfer from your Account (including Virtual Account) and to pay it to your bank or similar accounts directly or through the relevant Third Party Payment Provider on your behalf.

33.11       You must notify us immediately if you did not authorise a withdrawal related to a debit to your Account.

33.12      We may set, vary or remove any limits on the withdrawal amount, frequency of withdrawal or other features relating to withdrawal.

33.13      Your liability and rights in relation to your withdrawal instruction through us to the relevant Third Party Payment Provider is determined in accordance with the terms and conditions of the relevant Third Party Payment Provider.

33.14      If your relevant bank or similar account or the relevant Third Party Payment Provider returns any funds to us we will return the funds to your Account.

33.15      To the maximum extent permitted by Applicable Laws, we will not be liable to you for any loss or damage you suffer as a result of linking to or accessing the services of the Third Party Payment Providers or instructing any withdrawal through us. For the avoidance of doubt, we shall not be responsible to you for deficiencies in the provision of the Third Party Payment Providers' services or the manner in which these services are provided, and any direct or indirect loss or damage to you suffered as a consequence.

33.16      We may suspend your access to your withdrawal services with any Third Party Payment Providers through us at any time for any reason, including if you are suspected of acting in a fraudulent or illegal manner. Us doing so will not affect your rights and obligations in respect of the relevant Third Party Payment Providers. We are not required to notify you before we suspend the access of Third Party Payment Providers' services but will notify you within a reasonable period after we do so. We may also notify the relevant Third Party Payment Providers.

33.17       We reserve the right to charge a handling fee in relation to the processing of any aspect of the withdrawal set out in our prevailing relevant fee schedules, the App and the Site.  You authorise us to debit any handling fee and any other costs and expenses then due and payable by you from the withdrawal proceeds and/or any of your Account.

33.18      We may vary any of these Terms applicable to the withdrawal, at any time by notice without giving reasons.  We will notify you of a variation through our designated communication channels or in any other manner that we consider appropriate. To the extent that it is within our control to do so, we will give you at least 30 calendar days’ prior notice (or such other notice period as permitted under Applicable Laws) of a change to any terms affecting any fees or charges, or your liabilities or obligations applicable to the withdrawal. If you still use the withdrawal services prior to the effective date of a variation, then you will be bound by such variation accordingly.