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INTRODUCTION
These Terms of Service for the provision of OTC Trading Execution Services apply to all persons/entities who contact and/or wish to enter into any kind of relationship with Service Provider. Performing implicative (physical) actions that lead to contact with Service Provider indicates unconditional acceptance of all the terms in these general terms and conditions for the provision of OTC Trading Execution Services without any compromise and limit on an accession agreement model, which includes other terms and policies that are part of these general terms and conditions for the provision of OTC Trading Execution Services.
WHEREAS:
The Client shall procure the requisite services for the execution of trading strategies, as mutually agreed upon by the Parties pursuant to these Terms, predicated upon the Client’s instructions;
The Client agrees to transfer the tokens under the terms and conditions set forth in these Terms;
These Terms of Service for the provision of OTC Trading Execution Services are a standard agreement between Service Provider and any other entity or individual who has duly executed and delivered the Accession Agreement.
KINDLY NOTE THAT ENTITIES OR INDIVIDUALS WHO WISH TO PERFORM ACTIONS THAT WILL LEAD TO ENTERING INTO ANY KIND OF RELATIONSHIP WITH SERVICE PROVIDER BUT DO NOT AGREE WITH ANY AND/OR ALL PROVISIONS OF THESE TERMS OF SERVICE, AND/OR DO NOT UNDERSTAND ANY AND/OR ALL PROVISIONS HEREOF, SHALL NOT EXECUTE ANY ACTIONS THAT WILL LEAD TO GIVING ANY INFORMATION TO SERVICE PROVIDER, AND/OR ENTERING ANY KIND OF RELATIONSHIP WITH SERVICE PROVIDER
DEFINITIONS
The following terms shall have the following meanings with relation to these Terms of Service (hereinafter – “Terms”), unless defined otherwise by the Applicable Law:
“Accession Agreement” means the agreement executed between the Client and the Service Provider that incorporates these Terms and outlines the specific commercial conditions governing the provision of OTC Services.
“Client” means any individual or legal entity that has entered into an Accession Agreement with the Service Provider and submits Orders for execution of digital asset transactions.
“Order” or “Client Order” means a set of instructions submitted by the Client to the Service Provider requesting the execution of a purchase or sale of digital assets under the conditions specified by the Client, including but not limited to asset type, quantity, price, execution time, and settlement instructions.
“Order Parameters” means the operational and commercial attributes of a Client Order, including the digital asset involved, quantity, direction (buy/sell), pricing instructions (limit, indicative, or market), timing, and settlement preferences as communicated to the Service Provider.
“OTC Services” or “Over-the-Counter Services” means the off-exchange execution of digital asset transactions between the Service Provider and the Client, undertaken on a principal or matched basis, in accordance with the Client's submitted Orders and subject to these Terms.
“Service Provider” means the entity operating the Website and providing OTC Services to Clients under the scope of these Terms and the applicable Accession Agreement.
“Website” means the online platform or interface operated by the Service Provider through which Clients may communicate, access information, or submit Orders for execution.
“Digital Asset” means a cryptographically secured digital representation of value, utility, or rights that is transferable and may be traded or exchanged electronically via distributed ledger technology or other blockchain infrastructure.
“Settlement” means the process of transferring digital assets or fiat equivalents between the Client and the Service Provider in fulfillment of an executed Order, as per the conditions agreed between the Parties.
ORDER SUBMISSION AND EXECUTION4
1.1. Submission of Orders
The Client may submit Orders to the Service Provider via any of the communication methods authorized in the Accession Agreement, including but not limited to email, approved messaging platforms (e.g., Telegram, Signal), or through a secure online interface provided by the Website.
1.2. Content of Orders
Each Order submitted by the Client shall include the following Order Parameters:
-the digital asset to be bought or sold;
-the quantity or notional value of the transaction;
-the side of the transaction (buy/sell);
-the pricing instructions, including whether the Order is to be executed at market price, limit price, or as otherwise instructed;
-the preferred settlement method and relevant wallet or bank account details.
1.3. Acceptance and Confirmation
The Service Provider may accept or reject any Order at its sole discretion. No Order shall be binding on the Service Provider unless and until it has been explicitly accepted and confirmed in writing via an acknowledged communication channel. Upon acceptance, the Service Provider will provide the Client with an execution confirmation or trade ticket, including pricing, execution time, and settlement details.
1.4. Execution Standards
The Service Provider shall use commercially reasonable efforts to execute accepted Orders at pricing consistent with prevailing market conditions, subject to the liquidity available at the time of execution. The Service Provider does not guarantee execution at any specific price or within any specific time frame unless otherwise agreed in writing.
1.5. Modifications and Cancellations
The Client may request to modify or cancel an Order prior to its execution. However, such request shall only be effective if acknowledged and accepted by the Service Provider in writing. The Service Provider is under no obligation to accept modifications or cancellations once the execution process has commenced.
1.6. Partial Execution and Slippage
The Client acknowledges and agrees that Orders may be partially executed due to market conditions. The final execution price may vary from the Client’s indicated pricing due to slippage, latency, or changes in available liquidity.
1.7. Settlement
Upon successful execution of an Order, the Service Provider shall initiate settlement in accordance with the method specified in the Order Parameters. Unless otherwise agreed, settlement shall occur no later than two (2) business days following execution. The Client shall be responsible for ensuring timely delivery of any assets or funds due under the Order.
1.8. No Fiduciary Duty
The Client acknowledges that the Service Provider is acting solely as a principal or riskless counterparty in OTC transactions and not as an agent or fiduciary. The Service Provider does not owe any duty of best execution, suitability, or investment advice in connection with any Order.
SERVICE PROVIDER OBLIGATIONS
2.1. Order Handling and Execution
The Service Provider shall receive, review, and determine, in its sole discretion, whether to accept any Client Order submitted in accordance with these Terms. Upon acceptance of an Order, the Service Provider shall use commercially reasonable efforts to execute such Order in a timely manner and in accordance with the Order Parameters, subject to prevailing market conditions and liquidity.
2.2. Execution Capacity
The Service Provider may execute Client Orders as a principal (buying from or selling to the Client from its own inventory) or by sourcing liquidity from third-party counterparties. The Service Provider shall not be required to disclose the identity of such counterparties or the structure of its internal pricing methodology unless otherwise agreed in writing.
2.3. Settlement
The Service Provider shall settle all executed transactions in accordance with the settlement terms agreed with the Client in the applicable Order. Unless otherwise specified, settlement shall occur on a delivery-versus-payment basis within two (2) business days following execution. The Service Provider shall not be liable for delays caused by blockchain congestion, third-party service outages, or incorrect settlement details provided by the Client.
2.4. Trade Confirmations
For each executed Order, the Service Provider shall provide the Client with a trade confirmation that includes relevant execution details such as asset, quantity, price, execution time, and settlement instructions.
2.5. Discretion to Decline Orders
The Service Provider reserves the right, without liability, to decline any Order, in whole or in part, where (i) the Order contains incomplete or ambiguous parameters; (ii) execution would violate applicable law or regulation; (iii) the Client has not completed required KYC/AML checks; or (iv) the Service Provider deems the transaction to pose an operational or legal risk.
2.6. No Investment Advice
The Service Provider shall not provide investment, legal, tax, or other professional advice in connection with any Order. The Client acknowledges that the Service Provider’s role is limited to order execution, and all trading decisions are made solely by the Client.
2.7. System Availability and Access
Where the Service Provider offers an online interface or portal for submitting Orders, it shall make reasonable efforts to ensure system availability but does not guarantee uninterrupted access. The Service Provider shall not be liable for any loss or delay arising from temporary technical issues, maintenance, or cyberattacks affecting the Website or communication channels.
CLIENT RIGHTS AND OBLIGATIONS
3.1. Right to Submit Orders
The Client has the right to submit Orders to the Service Provider for the purchase or sale of digital assets using the communication channels specified in the Accession Agreement. Each Order shall include all required Order Parameters as defined under these Terms.
3.2. Authorized Representatives
The Client may designate one or more Authorized Representatives to submit Orders or otherwise act on its behalf in relation to the OTC Services. The Client shall notify the Service Provider in writing of any such designation, modification, or revocation. The Client shall be solely responsible for the actions of its Authorized Representatives and for ensuring that communications originate from pre-approved, secure contact details.
3.3. Verification of Identity and Instructions
The Client acknowledges that the Service Provider may require identity verification or authentication prior to accepting any Order or instruction. The Client shall comply with all verification procedures, including provision of supporting documents or confirmations, as requested by the Service Provider.
3.4. Timely Settlement Obligations
The Client agrees to ensure timely delivery of any digital assets or fiat currency necessary to settle an executed Order. Failure to make timely settlement may result in cancellation, losses, or liability for associated costs, which shall be borne by the Client.
3.5. Compliance with Law
The Client shall ensure that its use of the OTC Services is lawful under applicable jurisdiction(s) and does not involve any prohibited, sanctioned, or otherwise restricted counterparties, jurisdictions, or assets. The Client shall not use the Services to engage in or facilitate market manipulation, fraud, money laundering, or terrorist financing.
3.6. Duty of Accuracy
The Client represents and warrants that all information provided in connection with the Services, including Orders, identity documentation, and wallet or payment details, is true, accurate, complete, and not misleading. The Client shall immediately inform the Service Provider of any changes or inaccuracies.
3.7. Confidentiality and Information Security
The Client shall take appropriate steps to preserve the confidentiality and security of its access credentials, communication tools, and transaction records. The Service Provider shall not be liable for any unauthorized instructions or fraudulent Orders arising from the Client’s failure to secure its systems or communications.
3.8. Cooperation in Dispute or Audit
The Client agrees to reasonably cooperate with the Service Provider in the event of a regulatory inquiry, dispute, audit, or legal request related to any transaction conducted under these Terms.
CONFIDENTIALITY
4.1 Hereby “Confidential Information” means any information of any kind and in any form relating to Disclosing Party (including, inter alia, negotiations in respect of any agreements/forms/documents received by the Receiving Party and/or its Affiliated Companies or Authorised Persons directly or indirectly from the Disclosing Party or its Authorised Persons other than information which:
-is already in possession of the public or becomes available to the public other than through the fault of the Receiving Party and/or its Affiliated Companies or Authorised Persons;
-the Receiving Party and/or its Affiliated Companies or Authorised Persons can prove was known to it prior to its disclosure by the Disclosing Party and/or its Authorised Persons unless such knowledge arises as a result of a breach of confidence owed to the Disclosing Party or other person of which the Receiving Party was aware;
-is disclosed to the Receiving Party and/or its Affiliated Companies or Authorised Persons by a third party otherwise than in breach of a duty of confidentiality owed, directly or indirectly, to the Disclosing Party of which the Receiving Party was aware; or
-is developed by the Receiving Party and/or its Affiliated Companies or Authorised Persons independently of disclosure of Confidential Information by the Disclosing Party.
4.2. Both Parties acknowledge the importance of safeguarding sensitive, confidential, and proprietary information exchanged or created during the performance of these Terms. Each Party agrees to protect such information from unauthorized disclosure or use, except as required by law or shared with professional advisors who are similarly bound by confidentiality obligations.
4.3. The Confidential Information of the Disclosing Party may be used by the Receiving Party only for the Purpose of this Agreement, made between the Parties. The Receiving Party shall make no commercial use of the Confidential Information without the prior written consent of the Disclosing Party.The Parties agree that any disclosure of Confidential Information by facsimile or Internet shall be subject to necessary security measures.
4.4. The Receiving Party undertakes to the Disclosing Party that it shall:
-treat the Confidential Information as being strictly confidential;
-take all reasonable care normally exercised in business environment for safeguarding of confidential information. However, if the Receiving Party employs information security measures that provide it with better security compared to those normally applied in similar circumstances, then the Receiving Party shall apply the security measures to protect the Confidential Information as normally employed by the Receiving Party;
-use reasonable endeavors to maintain a list of those Affiliated Companies and Authorised Persons who have received the Confidential Information and make such list available upon request of the Disclosing Party;
-make copies of the Confidential Information in such numbers only as may be required for use by its Affiliated Companies and Authorised Persons;
-ensure that all Affiliated Companies and Authorised Persons are covered by a legal obligation with the Receiving Party that prohibits the disclosure or unauthorised use of Confidential Information.
4.5. The Receiving Party agrees that the Confidential Information shall not be sold, traded, published or otherwise disclosed to anyone in any manner whatsoever, including by means of photocopy, reproduction or electronic media, without the Disclosing Party’s prior written consent, except as provided in this Agreement.
4.6. All intellectual property rights associated with the Confidential Information, including patent, trademark, copyright and trade secret rights shall remain in the Disclosing Party.
4.7. The Receiving Party shall notify the Disclosing Party immediately upon becoming aware that any of the Confidential Information has been disclosed to or obtained by a third party otherwise than as permitted by this Agreement.
4.8. Without any doubt, The Parties hereby agree that confidential Information does not include information independently developed by the Receiving Party without the use of the Disclosing Party’s Confidential Information, even if it coincidentally resembles the Confidential Information.
4.9. The obligations specified in this section shall come into force upon signing Accession Agreement and be effective until five (5) years after by either party terminates the relations. Termination shall be without prejudice to the rights, obligations and liabilities of any Party which shall have accrued or arisen prior to such termination.
WARRANTIES AND COMPLIANCE
5.1 Service Provider’s ObligationsThe Service Provider does not guarantee the market performance of the Client’s token but agrees to make commercially reasonable efforts to support the operational goals of the token on specified exchanges.
5.2 The Parties hereby without any doubt recognize and agree about the following:
-No custodian relations. The tokens transferred to the Service Provider by the Client under these Terms are not considered property of the Service Provider. The Service Provider shall temporarily hold these tokens for operational purposes as defined in these Terms. However, the Service Provider is not obligated to return the identical assets initially transferred but rather to deliver assets of equivalent agreed value. The client provides the assets to Service Provider on a temporary basis for execution process of execution of the Order Parameters provided by the Client specified in Accession Agreement and provided by the Client, i.e. (i) not for safekeeping; (b) the arrangement is contractual and commercial in nature, not custodial; (c) The primary purpose is to facilitate trading, not to administer assets for others.
-No Fiduciary Obligations. These Terms does not create a fiduciary relationship between the Parties. The Service Provider’s responsibilities are limited to holding, utilizing, and returning the equivalent value of the transferred assets as agreed, without any obligation to preserve, enhance, or maintain the specific value or utility of the original transferred tokens.
-No partnership. Nothing in these Terms is intended nor shall be deemed to create a partnership or agency, other than expressly provided for by these Terms, relationship, or other joint activity under the applicable law.
-No tax agent relations. The Client shall be solely responsible for filing any tax returns or reports and timely payment of all applicable taxes, levies or duties (other than taxes on Service Provider’s overall profit) in connection with these Terms or any Instructions made hereunder.
5.3 Client’s Warranties
The Client affirms that a legal analysis has been conducted to confirm that its tokens are not classified as securities and are intended solely for utility purposes.The Client represents and warrants that:
-The tokens transferred under these Terms comply with all applicable laws and regulations in jurisdictions relevant to the Service Provider’s operations;
-The tokens are free of any encumbrances, claims, or liens and are legally owned by the Client at the time of transfer;
-The transfer and use of the tokens under these Terms will not infringe upon the intellectual property rights or other rights of any third party;
-It has conducted all necessary due diligence to ensure the legal and regulatory compliance of the tokens, including obtaining legal opinions, where necessary, to affirm that the tokens are not classified as securities or otherwise restricted assets;
-The tokens are not associated with or derived from any illegal activities, including money laundering or terrorism financing; and
-The tokens will maintain their utility function during the term of these Terms.
-The Client has the full power and authority to accept, deliver and perform the Agreement.
-The Client’s execution and performance of the Agreement does not violate any provision of the applicable Laws or Client’s constitutional documents or any agreement to which the is a party, or which is binding upon the Contractor.
-All information provided by the Client is complete, true and correct and no part of it could be treated as misleading.
-The Client is solvent. In relation to the Client there are (1) no bankruptcy signs stipulated by the effective laws; (2) no bankruptcy cases being considered by the court; (3) no decision on going to court with the request to acknowledge the debtor to be bankrupt is made by the agency, authorized pursuant to the Client’s constituent documents to make decisions related to winding-up of the debtor; (4) no requests to acknowledge the debtor to be bankrupt are submitted to the court; (5) no bankruptcy proceedings initiated by the court; (6) no bankruptcy proceedings applied in bankruptcy cases are applied. The Client warrants that no decisions on reorganization or liquidation of the Client t are made by its founders (participants) or any other body authorized pursuant to the constituent documents, as well as no court decisions on liquidation of the Client are made.
-There are no restrictions and limitations for the Client to do the actions hereunder. The Client shall at its own expense comply with all applicable laws and regulations within the country of its incorporation as amended from time to time relating to its activities under hereof, and with any conditions binding on it under any applicable licenses, registrations, permits and approvals.
-There are no restrictions and limitations as well as sanctions of EU, USA, etc. which were enforced by relevant state authority and/or union and shall be affected on the Client’s rights and/or obligations hereof.
-The Client has carefully studied and agreed with the current circumstances and possibility for occurrence of any obstacles and conditions, it has the possibility to perform its obligations in full scope in compliance with hereof.
-The Client is not allowed to assign, transfer, subcontract, appoint sub-agent or delegate in any other manner with any or all of its rights and obligations hereof without the prior written consent of the Service Provider.
The Client shall maintain the warranties given under hereof throughout the performance hereof.
LIMITATION OF LIABILITY
6.1. No Guarantee of Market Conditions
The Client acknowledges and agrees that the Service Provider does not guarantee the availability of liquidity, the execution of any Order at a specified price, or the timing of any transaction. All Orders are executed on a commercially reasonable efforts basis, subject to prevailing market conditions, counterparty availability, and system performance.
6.2. Exclusion of Consequential Damages
To the maximum extent permitted by applicable law, neither Party shall be liable to the other for any indirect, incidental, special, punitive, or consequential damages, including but not limited to lost profits, loss of opportunity, reputational harm, or anticipated savings, arising out of or in connection with these Terms, whether based in contract, tort, or otherwise, even if advised of the possibility of such damages.
6.3. Limit of Liability
The total cumulative liability of the Service Provider to the Client under or in connection with these Terms shall not exceed the aggregate amount of fees actually paid by the Client to the Service Provider for executed Orders during the three (3) calendar months immediately preceding the event giving rise to the claim, but in anyway no more than 10 000 EURO in total.
6.4. Force Majeure
The Service Provider shall not be liable for any delay or failure to perform any obligation under these Terms due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, war, cyberattacks, terrorism, power or internet failures, regulatory changes, third-party platform outages, or market disruptions.
6.5. No Liability for Third-Party Platforms
The Service Provider shall not be responsible for any losses arising from technical errors, hacks, insolvency, or failures of third-party service providers, including exchanges, liquidity sources, custodians, banks, or payment processors, used in the course of executing or settling an Order.
6.6. Client Assumption of Risk
The Client assumes all risks associated with price volatility, blockchain congestion, transaction malleability, and delays in confirmation or settlement of digital asset transactions. The Service Provider shall not be liable for losses resulting from such risks inherent to digital asset markets.
TERMINATION
7.1 Termination by the Client
The Client may terminate these Terms by providing the Service Provider with at least three (3) months’ prior written notice of termination, specifying the effective date of termination.
7.2 Termination by the Service Provider
The Service Provider may terminate these Terms by providing the Client with a written notice of termination, specifying the effective date of termination. Such termination shall be without prejudice to any rights or remedies the Service Provider may have, and without any obligation to compensate the Client for any losses or damages whatsoever arising therefrom.
ARBITRATION AND GOVERNING LAW
8.1. Should a dispute arise out of or in connection with the performance of this Agreement or any of its provisions (the “Dispute”) the Parties shall endeavour to settle it by negotiation.
8.2. Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the LCIA Rules, which Rules are deemed to be incorporated by reference into this clause.
8.3. This Agreement is governed by and shall be construed in accordance with the substantive laws of England and Wales.The seat, or legal place, of arbitration shall be London (England).
8.4. The language to be used in the arbitral proceedings shall be English.
ANTI-MONEY LAUNDERING PROCEDURES
9.1. For the purpose of verifying the Client’s identity and address certain documents will be required in order to proceed with the establishment of business relationship according to the requirements of AML Law. During the period of validity of these Terms the Service Provider is entitled to request from the Client for any additional documents and/or information regarding its and/or its Authorized Persons, provided such documents and/or information is necessary for maintaining and updating of Client’s file and provided such request is compliant with the AML Law; in such case the Service Provider notifies the Client by phone that it shall submit the appropriate documents and/or information within 30 [thirty] calendar days.
9.2. If, within such 30 [thirty] calendar days period, the Client informs the Service Provider in a written form that the requested documents are in the process of their preparation, such documents could be submitted within another 30 [thirty] calendar days period after such notification from was received from the Client. Provided, nevertheless, that Service Provider must assess whether the time requested for preparation of such documents corresponds with the nature and complexity of such documents.
MISCELLANEOUS PROVISIONS
10.1. Entire AgreementThese Terms constitutes the entire understanding between the Parties and supersedes all prior agreements. The Service Provider shall have the right to unilaterally amend these Terms by providing the Client with written notice via electronic mail. The amended version of these Terms shall be deemed effective as of the date of its transmission to the Client.
10.2. Non-AssignmentNeither Party may assign these Terms without the prior written consent of the other Party. These Terms shall be binding upon and ensure for the benefit of the Parties and their respective legal representatives, successors, and permitted assigns.
10.3. SeverabilityIf any provision of these Terms is found to be unenforceable, the remainder of these Terms shall continue in full force and effect, as if the unenforceable provision had been revised to the extent necessary to be enforceable.
10.4. Force MajeureNeither Party shall be liable for any failure or delay in performing its obligations under these Terms if such failure or delay is caused by events beyond the reasonable control of the affected Party, including but not limited to acts of God, natural disasters, government actions, changes in law or regulations, labor strikes, cyberattacks, exchange failures, or disruptions in financial or cryptocurrency markets ("Force Majeure Events").Notification and Mitigation:The affected Party shall promptly notify the other Party in writing of the Force Majeure Event, specifying the nature of the event and its expected impact on performance. The affected Party shall take reasonable steps to mitigate the effects of the Force Majeure Event and resume performance as soon as practicable.Suspension of Obligations:During the continuance of a Force Majeure Event, the obligations of the affected Party under these Terms shall be suspended to the extent they are affected by the Force Majeure Event.Termination Due to Prolonged Force Majeure:If a Force Majeure Event continues for more than 30 days and prevents the affected Party from fulfilling its obligations, either Party may terminate these Terms by providing written notice to the other Party.
10.5 Section HeadingsHeadings in these Terms are included for convenience only and do not affect the interpretation of these Terms. These Terms are the result of arm's length negotiations and shall not be construed against either Party as the drafter.
10.6 Costs and ExpensesEach Party shall bear its own costs and expenses related to negotiating and executing these Terms, including legal and consultant fees.
