The terms and conditions herein are made between you (hereinafter referred to as "you" or your") and Hong Kong BGE Limited ("BGE", "we", "us" or "our") and contain important information which may apply to your dealings with us in relation to the services provided or to be provided to you by us. You may be required to accept additional terms and conditions governing the use of some of the services, where such additional terms and conditions shall be incorporated into these terms and conditions by reference. Please read this document carefully and by registering an account with us or by accessing or using our services, you confirm that you have read and accept these terms and conditions in their entirety and agree to be bound by them. Please do not register an account or access or use our service if you do not agree with any provisions set out in these terms and conditions.
We are not acting as your financial advisor or advisor of any kind. Certain risk warnings are described in Part II of this document and it shall not be treated as an exhaustive list of all the risks in relation to your transactions or any services we provide. You should not consider these as legal, tax, financial or advice of any kind and should consult your own independent professional advisors before entering into any transaction or using any of our services to fully understand the risk that you may be exposed to.
If you have any questions about this document, you are reminded to seek independent professional advice (including but not limited to legal advice), please do not hesitate to contact us for your queries.
Our contact details are as below:-
Hong Kong BGE Limited
Unit 2414-2416, 24/F, China Merchants Tower, Shun Tak Centre,168-200 Connaught Road Central, Sheung Wan, Hong Kong
Website: http://www.bg.exchange
Customers Service Hotline: (852) 2379 2088
Definitions
These meanings apply unless the contrary intention appears:
"Account" means an account that is established by us under your name for the purposes of the Services.
"Agreement" means the agreement between you and us that is made up of the applicable documents including:-
Application Form;
Approval;
T&C;
Confirmation;
Trading Rules;
any guidelines, instructions, terms and conditions contained in Website or any Exchange Materials designated by us to be a part of the Agreement;
any document setting out the fees and Costs that may apply to a Service, Instruction and/or Transaction; and
any other rules, notifications, guidelines, regulations, terms or agreement designated by us to be a part of the Agreement from time to time.
"Airdrop" means the attempted distribution or distribution by a Virtual Asset network of any Virtual Assets to Virtual Asset addresses of a supported network.
"AML/CTF Requirements" means any applicable law pertaining to money laundering, terrorism financing, bribery, corruption, tax evasion, fraud, the trafficking of arms, drugs, humans or wildlife, slavery, proliferation of weapons of mass destruction, or Sanctions.
"API" means the application programming interface that we may make available to you in respect of the Services, subject to our discretion and applicable terms.
"Application Form" means an application form (as amended from time to time) issued by us (which may be available online via our Website) and signed by you (whether digitally or otherwise), together with all related forms and consents signed and submitted by you in connection with your application for an Account.
"Applicable Law" means any applicable common law, principles of equity, and laws made by a government or relevant authority or judicial body, including regulations, rules, decrees, court judgments, office directives, requests, policies, codes, circulars, guidelines or other instruments (whether or not having the force of law) in any applicable jurisdiction, and consolidations, amendments, re-enactments or replacements of any of them from time to time.
"Approval" means, for a Service, our notification to you that your use of the Service is approved by us (and the condition therein if any).
"Associated Entity" means HKBGE TSP Limited, which is (i) a limited company incorporated in Hong Kong wholly owned by us; and (ii) a holder of a "trust or company service provider licence" under the Anti-Money Laundering and Counter-Terrorist Financing Ordinance (Cap. 615 of the Laws of Hong Kong).
"Authorized Person" means any person authorized by you (either alone or collectively) and approved by us to act on your behalf in giving Instructions, entering into Virtual Asset Transactions or performing any other act and conduct in connection with the Agreement and/or Services.
"Brokerage Services" means the services described in Clause 7.1.
"Brokerage Service Transaction" means a Virtual Asset Transaction that is undertaken through the Brokerage Services as more particularly described in Clause 7.
"Business Day" means a day that is not a Saturday, Sunday, other general holiday (as defined in the General Holidays Ordinance (Cap. 149 of the Laws of Hong Kong)), or a day on which a tropical cyclone No. 8 or above or a "black" rainstorm warning is hoisted in Hong Kong at any time between 9:00 am and 5:00 pm and, if hoisted before 11:59 am on that day, is not lifted before 12:00 pm on that day.
"Communication Method" means:
our Website for the Services, (where applicable) the API and any other methods designated by us as such from time to time; and
any other communication method as notified by us to you via our Website or otherwise in writing as being appropriate for entering into Virtual Asset Transactions.
"Communications" has the meaning given to it under Clause 15.1.
"Confirmation" means a trade confirmation and/or transaction confirmation (or similar) relating to a Virtual Asset Transaction.
"Costs" includes costs, charges, fees and expenses (on a full indemnity basis), including those in connection with networks or blockchains underlying a Virtual Asset and/or engagement of third-party service providers such as legal advisers, trustees, or any agent, delegate nominee or custodian appointed by us.
"Custodial Arrangements" means the services and arrangements as described in Clause 9.
"Dispute" includes any dispute, controversy or claim arising out of or in connection with the Agreement, the Service or the subject matter of the Agreement (including non-monetary claim), including any question concerning its formation, validity, interpretation, performance, breach and termination.
"Eligible Virtual Asset" means a Virtual Asset that:
has not been associated with a wallet address that is or has been blacklisted or otherwise identified or suspected by a Government Authority or relevant authority as being related to a breach or potential breach of the AML/CTF Requirements;
is not otherwise associated with suspicious or illicit activities, including but not limited to the dark web or ransomware cases;
has no restrictions on its transfer, withdrawal or deposit (e.g. including restrictions due to "time lock" features); or
is otherwise deemed by us to be an Eligible Virtual Asset,
in each case, as determined by us, having regard to the Applicable Law, our internal policies and any other considerations in our sole discretion.
"Encumbrance" means any:
security for the payment of money or performance of obligations, including a mortgage, charge, lien, pledge, hypothecation, trust, power or title retention or flawed deposit arrangement;
right, interest or arrangement which has the effect of giving another person a preference, priority or security interest over or in any property, assets or rights of whatsoever nature and includes any right of set-off;
right that a person (other than the owner) has to remove something from land (known as a profit a prendre), easement, public right of way, restrictive or positive covenant, lease, or licence to use or occupy; or
third party right or interest or any right arising as a consequence of the enforcement of a judgment,
or any agreement to create any of the above or allow them to exist.
"Event of Default" means each of the events listed in Clause 19.2.
"Exchange" means the exchange that is operated by us in order to facilitate Exchange Service in accordance with Clause 8.
"Exchange Materials" means the Trading Tools, marketing information and other materials available on or via the Exchange.
"Exchange Services" means the services as described in Clause 8.1.
"Exchange Service Transaction" means a Virtual Asset Transaction that is initiated and completed through the Exchange Services as more particularly described in Clause 8.
"FATF" means Financial Action Task Force, an inter-governmental policy-making body setting international standards that aim to prevent money laundering, terrorist financing and such other relevant illegal activities.
"Fiat Currency" means any asset that is:
legal tender in a country, jurisdiction or territory; and
customarily used and accepted as a medium of exchange in its country, jurisdiction or territory of issue,
in each case, as determined by us. Further, the use of any Fiat Currency in connection with any Services is subject to the Approval by us.
"Force Majeure" or "Force Majeure Event" means any event that is beyond our control and prevents us from performing our obligations under the Agreement, including:
acts of God;
wars;
terrorists attacks or acts of terrorism;
cold wars;
embargoes;
strike or civil disorder;
natural disasters;
data-processing failures or data breaches or errors;
failure in the communications networks (including but not limited to internet, board band, telecommunication networks) and facilities, or other infrastructure, systems, equipment or applications relevant to or required for the provision and/or use of the Services; or
adoption of or any material change in any Applicable Law, or the promulgation of or any change in the interpretation in the Applicable Law by any relevant Government Authority, or the public announcement or action by any Government Authority.
"Fork" means changes in the operating rules of the underlying protocols of a Virtual Asset that may result in:
more than one version of that Virtual Asset; and/or
holding an amount (which may be an identical amount) of Virtual Assets associated with each forked network by us,
in each case as determined by us.
"HKIAC" means the Hong Kong International Arbitration Centre.
"Hong Kong" means the Hong Kong Special Administrative Region of the People’s Republic
of China.
"Government Authorities" means any government, semi-governmental, administrative, fiscal, judicial or quasi-judicial body, department, commission, authority, tribunal, agency or entity, and each a "Government Authority".
"Group" means us, the Associated Entity and any company or entity or corporation in which we or the Associated Entity holds a direct or indirect ownership interest.
"Guidelines" means the guidelines and recommendations published by FATF, JFIU and such other relevant Government Authorities from time to time.
"Infrastructure Participant" means trading venues and other financial market infrastructures that facilitate the clearing, settlement, and recording of transactions or the Services relating to Fiat Currency or Virtual Assets.
"Indemnified Party" has the meaning given to it under Clause 18.1.
"Insolvency Events" means any of the following events, the occurrence of which would cause a person or entity "Insolvent" or be deemed as "Insolvent":
he/she/it is presumed or deemed to be unable to or admits inability to pay its debts as they fall due, suspends making payments on any of its debts or, by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness;
he/she/it is involving in any voluntary or involuntary proceedings seeking relief under any insolvency (such as bankruptcy, liquidation and winding up) or other relevant law affecting creditors’ rights, or, has a winding-up or liquidation or bankruptcy petition presented against he/she/it;
he/she/it seeks or becomes subject to the appointment of an liquidator, receiver, administrator, administrative receiver, compulsory manager, provisional supervisor or other similar officer in respect of all or substantially all of his/her/its assets;
the value of his/her/its’s assets is less than its liabilities (taking into account contingent and prospective liabilities);
a moratorium is agreed or declared in respect of any of his/her/its debts, or any government authority or agency seizes, compulsorily purchases, expropriates or nationalizes all or a substantial part of his/her/its assets;
a distress, attachment, execution or other legal process is levied, enforced or sued out on or against all or a substantial part of his/her/its assets (including the enforcement of any security over any assets);
for a natural person, he/she is adjudged bankrupt by any court;
for a body corporate or other person,
a winding up order or similar order being made against it in any jurisdiction;
it is dissolved other than pursuant to a consolidation, amalgamation or merger;
he/she/it is subject to or consents to any events which have an effect similar to any of the events specified above.
"Instruction" means any instruction, order, direction or application in relation to a Virtual Asset Transaction, Service or other action in connection with a Virtual Asset Transaction or the Agreement.
"JFIU" means the Joint Financial Intelligence Unit established for the purpose of managing suspicious transaction reporting regime in Hong Kong and facilitating the relevant requirement under the Organized and Serious Crimes Ordinance (Cap. 455 of the Laws of Hong Kong). the Drug Trafficking (Recovery of Proceeds) Ordinance (Cap. 405 of the Laws of Hong Kong), United Nations (Anti-Terrorism Measures) Ordinance (Cap. 575 of the Laws of Hong Kong) and such other relevant statutory requirements.
"Loss" means and includes any loss, damage, demand, claims, liabilities, Costs of any kind.
"Network Event" means any event (other than an Airdrop or Fork) in respect of the blockchain or the smart contract that underlies a Virtual Asset, which is beyond our control, and results in:
loss of control or ownership by us or a third party of any amount of such Virtual Asset; or
transaction records on the blockchain being altered, reversed or otherwise invalidated, whether by way of any fraudulent act or consensus or illegal method or virus attack, including any double spending attack, 51-percent attack, blockchain reorganizations,
in each case, as determined by us in our sole discretion.
"Network Participant" means a person or entity who has the ability to cause the happening of a Network Event, including any group of persons or entities acting in concert.
"Professional Investor" means a "professional investor (專業投資者)" as defined in section 1 of Part 1 of Schedule 1 to the SFO.
“Retail Investor” means an investor that is not a Professional Investor.
"Proscribed Address" means:
any blockchain address that appears in a list of addresses with which dealings are proscribed by the United Nations or another Government Authority or relevant authority under the Applicable Law, or is part of a group of addresses that appears in such a list; and
without limiting the generality of this definition, an address stated on the
Department of Treasury of United States of America’s Specially Designated Nationals list.
"Proscribed Person" means a person who appears to us to:
be in breach of any AML/CTF Requirements of any jurisdiction;
appear in a list of persons with whom dealings are proscribed by the United Nations or another Government Authority or a regulatory authority under the Applicable Law; or
act on behalf, or for the benefit of, any person described in paragraph (a) or (b) above.
"Sanctions" means any economic sanctions laws, regulations, embargoes or restrictive measures imposed by the United Nations Security Council and/or the People of Republic of China (inclusive of Hong Kong, Macau & Taiwan), the United States of America, the United Kingdom of Great Britain and Northern Ireland, the European Union or its member states, or any other jurisdictions.
"Securities" means any "securities (證券)" as defined in section 1 of Part 1 of Schedule 1 to the SFO.
"Services" means services provided to you by us from time to time including but not limited to:-
Exchange Services;
Brokerage Services; and/or
Custodial Arrangements,
as the content required, each a "Service".
"SFC" means the Securities and Futures Commission of Hong Kong.
"SFO" means the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong).
"Standing Authority" means the standing authority granted by you to us as amended or supplemented from time to time in respect of the Fiat Currency held or received by us in accordance with Clause 9.2.
"T&C" means these terms and conditions between you and us.
"Tax" means taxes, levies, imposts, charges and duties imposed by any authority (including stamp and transaction duties) together with any related interest, penalties, fines and expenses in connection with them, except if imposed on, or calculated having regard to, the overall net income of us/our Group.
"Trading Hours" means:
in respect of the Brokerage Services, the times described in Clause 7.7;
in respect of the Exchange Services, the times described in the Trading Rules or as notified on the Website or otherwise in writing from time to time; and
in respect of any other Services, as notified on our Website or otherwise in writing by us from time to time.
"Trading Tools" means the applications, algorithms, software (including any files, images, tables and data incorporated in or generated by the software and data accompanying the software), interfaces (including the API) or code that we may provide to you for accessing and using the Services.
"Trading Rules" means the trading rules applicable to the Exchange Services and the Brokerage Services, as provided through the Website.
"Virtual Asset" means a digital representation of value that (i) is expressed as a unit of account or storage of economic value; (ii) functions (or is intended to function) as a medium of exchange accepted by the public as payment for goods or services, for discharge of a debt, or for investment purposes; and (iii) can be transferred, stored or traded electronically. This definition does not cover digital representations of Fiat Currencies (including digital currencies issued by central banks), financial assets already regulated under the SFO, as well as certain closed-loop items with limited purpose.
For the avoidance of doubt, any Virtual Asset that:
is transferred on any additional layer on top of a blockchain relating to another Virtual Asset (or known as a "meta" layer) or any side chain; or
is a derivative of another Virtual Asset, has enhanced features or functionality that supplements or interacts with another Virtual Asset (such as a Virtual Asset that is "coloured"),
is to be treated as a distinct Virtual Asset from such other Virtual Assets and its use in connection with the Services will be subject to Approval by us.
"Virtual Asset Service Provider" means a natural or legal person that (i) meets the definition given to such term under the Guidelines; (ii) complies with the Guidelines; and (iii) has a digital address that has been approved by us from time to time.
"Virtual Asset Transaction" means a transaction for the acquisition or disposal of Virtual Assets by you that is initiated and completed through our Services.
"we" means Hong Kong BGE Limited, a limited company incorporated in Hong Kong, and "us" shall be construed the same manner.
"Website" means the website of our Group with URL at http://www.bg.exchange
"you" means the person(s) named as the applicant(s) in the Application Form and, where the context permits, includes any Authorized Person, and "your" and "yours" shall be construed the same manner.
Interpretation
Unless the contrary intention appears, a reference in these T&C to:
a clause, section, provision, annexure or schedule is a reference to a clause in, part of, or annexure or schedule to, these T&C;
the singular includes the plural and vice versa;
all headings are for convenience only and do not affect the interpretation of these T&C;
the word "person" includes an individual, a firm, a body corporate, a partnership, a joint venture, an unincorporated body or association, or any Government Authority;
a document (including these T&C) includes any variation or replacement of it;
a particular person includes a reference to the person’s executors, administrators, successors, substitutes (including persons taking by novation), lawful attorney, and permitted assigns;
an agreement, representation, undertaking or warranty in favour of more than one person is for the benefit of them jointly and each of them individually;
a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them;
an agreement, representation or warranty by two or more persons binds them jointly and each of them individually;
a group of persons or things is a reference to any two or more of them jointly and to each of them individually;
the words "include", "including", "for example" or "such as" when introducing an example, does not limit the meaning of the words to which the example relates to that example or examples of a similar kind;
"blockchain" includes any distributed ledger technology (or similar), as determined by us from time to time;
unless expressly otherwise specified in writing, a period of time dating from a given day or the day of an act or event, is to be calculated exclusive of that day;
time is a reference to Hong Kong time;
a day is to be interpreted as the period of time commencing at midnight of that day and ending 24 hours later;
if an act under these T&C to be done by a party on or by a given day is done after
5.30 pm on that day, it is taken to be done on the next day;
if an event under these T&C must occur on a stipulated day which is not a Business Day then the stipulated day will be taken to be the next Business Day; and
"property" or "asset" includes any present or future, real or personal, tangible or intangible property, asset or undertaking and any right, interest or benefit under or arising from it.
These T&C set out the terms and conditions (as amended, supplemented, updated and published by us unilaterally on the Website from time to time) that apply to your Account and use of the Services , divided into following three Parts:-
Terms & Conditions;
Risk Warnings. and
Virtual Assets Risk Disclosure
The terms on the use of the Services provided by us are set out in the Agreement. Agreeing to the terms of the Agreement is one of the prerequisites for you to obtain / subscribe for any of the Services. You shall observe and comply with the terms therein in case you wish to use the Services.
Some of the Services set out herein may not be available to you due to different factors such as your location, place of residence, citizenship, jurisdiction, network operator/service provider, etc. Any such Services to be provided to you shall require our prior Approval and we have absolute discretion in determining your eligibility for using the Services (reason for which may not be given unless as required by Applicable Law).
We may impose limitations or additional terms and conditions on your use of the Services, including where there are limitations on certain Virtual Asset Transactions imposed by us or third parties or conditions in relation to the jurisdiction in which you are from or located.
Any reference to "terms and conditions" in forms, statements, brochures and other documents we provide is a reference to the relevant terms contained in the Agreement.
All Virtual Asset Transactions (between you and other users of our Services) are entered into in reliance on the Agreement and any other applicable terms issued by us (including all relevant Confirmations) which form a single agreement between you and us.
The terms of the Agreement apply to you or any Authorized Person. You are responsible for anything an Authorized Person does in connection with the Agreement. In addition, you must ensure that each and every Authorized Person (if any) is given a copy of the Agreement (especially the terms that apply to any Service or Account they use) and such other rules, notifications, guidelines, regulations, terms in connection therewith issued by us from time to time. If you or any Authorized Person do not agree to the Agreement in effect, you should not use the Services or access the Account.
Notwithstanding any provision in the Agreement to the contrary, we may cease the provision of any Service made available to you and terminate the Agreement at our sole and absolute discretion from time to time and are not obliged to disclose our reason unless it is so required by any Applicable Law.
Notwithstanding Clause 3.1, we may refuse to provide any Service, or terminate your Account and the Agreement if, in our opinion, any of the following circumstances occurs (by no mean an exhaustive list):-
occurrence of any Event of Default (whether or not continuing);
any information, representation, undertaking or warranty given by you is incorrect, incomplete or misleading information in any respect for any reason whatsoever (whether due to events under your control or not);
you have failed to provide all documents and information requested by us or satisfy any of the conditions or criteria imposed by us (from time to time) on any relevant Service;
the provision of the relevant Service to you may infringe or not comply with Applicable Law, including but not limited to any AML/CTF Requirements;
the provision of the relevant Service to you may result in us being associated with a Proscribed Person or Proscribed Address; or
the provision of the relevant Service to you may have the effect, or is likely to have the effect, of creating a false market or misleading appearance of active trading in any Virtual Asset or with respect to the market for, or the price of, any Virtual Asset, or could otherwise result in a finding of market misconduct or non-compliance with any Applicable Law by us.
If any of the aforesaid circumstances occurs, we are entitled, at our absolute discretion, to exercise our rights of refusal and/or termination of provision of Services under this Clause, and you must pay us on demand any Loss incurred or suffered by us in connection with any action taken under this Clause or as required by any Applicable Law.
To access the Services, you must open and maintain an Account with us in accordance with Clause 4, and you agree that such money may be applied by us to meet your obligations for settling or paying any amount that you owe us in relation to the Services provided by us.
Our activities in connection with the Services are non-exclusive.
You acknowledge and accept that, unless otherwise specified, we are not your fiduciary, agent or advisor, and no such obligations arise in connection with any of your activities whether through the Website, the Services or the Agreement. Specifically, none of the matters below gives rise to any fiduciary or equitable duties on our part in your favour, even where we have better knowledge of the market generally or of any particular Service:-
Any activity contemplated under the Agreement;
Any Service provided or to be provided by us, save and except for the Custodial Arrangements as set out in Clause 9;
You are being treated as a "client" by us;
Any conflict of interest with us or any member of our Group which may arise in any trading activities by using our Service or during the use of any of our Services; or
Any other matter considered relevant by us,
and we shall not be obliged to accept any responsibility or duty more extensive than those set out in the Agreement or which would prevent us from or hinder us in carrying out any of the activities contemplated by the Agreement.
We will seek to avoid any conflict of interest arise between you and us or any member of our Group where possible. If we act in circumstances where a material interest or conflict of interest exists, we will take reasonable steps to ensure you are treated fairly. We may, in our absolute discretion, without giving any reason or notice and without incurring any liability of any nature to you, decline to transact with you or otherwise to act on your Instructions in such circumstances.
You understand that other members of our Group and the employees may take proprietary positions or undertake proprietary activities, including to be onboarded to trade on the Exchange, which may affect the market price, rate or other market factors underlying a Virtual Asset Transaction and consequently the value of a Virtual Asset Transaction. Unless required by Applicable Law or otherwise stated in these T&C, we have no obligations and are not required to keep you informed of any market price movements (or other risk movements) in relation to a Virtual Asset or Fiat Currency, even if these may harm your position in respect of that Virtual Asset or Fiat Currency.
We may transact with and/or provide services to, such other persons as we, in our absolute discretion, deem fit and will be duly paid or compensated for such. We are not liable or obliged to (i) account to you any benefit received by us for dealing with, or providing services to, others; or (ii) disclose to you any fact or thing which may come to our notice while dealing with, or providing services to, others or in the course of our business, in any other capacity or in any manner whatsoever.
In order to provide some of the Services, you acknowledge, agree and understand that we may use third-party service providers, including but not limited to exchanges, brokers, custodians and security solutions providers, at our absolute discretion. We may not be able to provide a Service if the services of the relevant third-party service providers are not available, in our opinion, on commercially reasonable terms. While we will exercise reasonable care in the selection of third-party service providers and take appropriate due diligence before the appointment of any of them, we shall in no circumstance be liable for the acts, omissions, delay or unavailability or any Losses sustained in connection with the use of such third-party service providers. You shall consider this carefully. We are not obliged to ensure such third-party service providers to comply with their respective obligations, and you shall assume all risks and Losses in connection with the use of such third-party service providers.
Account Opening
You must create and maintain an Account with us for you to access certain Services. You may not hold more than one Account with us, subject to our prior Approval.
In order to open an Account with us, you must complete and submit an applicable Application Form together with all such information and/or documentation as we may reasonably request, provided that all information and/or documentation that you have provided to us are true, complete, accurate and updated in all respects. In addition, you must:-
have full legal capacity at all material times;
promptly supply all such information, documentation and/or authorization as required by us in order to for us carry out all necessary "know your customer" checks and comply with the AML/CTF Requirements and other Applicable Law; and
promptly notify us in writing of any change in any information, documentation and/or authorization you have provided to us, and submit evidence or supporting documents of such change.
We reserve our right to refuse any application to open an Account with us, or the designation of any person to operate your Account by you and shall not be obliged to give any reason or cause for such refusal.
You acknowledge and understand that any Account established and maintained by us is for the sole purpose of providing the Services and recording the relevant Fiat Currency and Virtual Asset movements. We are not offering any banking service or storage facility, and you shall in no circumstance interpret any Account or Service as such.
We have the sole discretion as to the opening, operation, halting and closure of the Account. Without limiting the terms of the Agreement, we may, at any time, and without any liability:
vary, deactivate, suspend or close an Account with immediate effect for any reason;
specify or vary the scope or extent of an Account and/or a Service;
prescribe the types of Services and/or Virtual Assets supported in respect of such Account;
set or vary any limit regarding such Account and/or Services; and/or
restrict transfers of Virtual Assets or Fiat Currencies or impose conditions or limits on such Account and/or Services.
Account details and access
Upon successful registration of an Account with us, you may be given an initial username and password, or other appropriate log-in details or access method for your Account.
You are solely responsible for keeping your log-in details or access method confidential so that your Account cannot be accessed or used without your consent.
You must comply with any specifications that we make in relation to your access to the Services, Website and/or any Communication Method, including but not limited to any authentication and other security procedures provided by us from time to time.
Where you appoint an Authorized Person to perform any act for or on behalf of you under the Agreement and/or Services, you must provide us with the account operating authority details for such Authorized Person. We rely on any instructions given or purported to be given by an Authorized Person in accordance with such authority. You acknowledge and understand that we will act on, and in accordance with, such account operating authority until you vary (by removing or adding Authorized Persons), cancel or limit such account operating authority in accordance with the Agreement.
You agree and undertake that before accessing or using any of our Services or your Account while you are outside of your place of residency, you will ensure that you will not be infringing any Applicable Law, rules or regulations in that jurisdiction by doing so and shall indemnify us against any Loss we suffered or incurred as a result of infringing any Applicable Law, rules or regulations in that jurisdiction.
Operations of Account
You shall ensure that the Account will be operated by you or an Authorized Person appointed by you only, and shall not give your username and password, or other log-in details to any other persons. You shall ensure that your Account, any Communication Method and any of our Services available to you will be used only for your own needs.
You may transfer Virtual Assets and Fiat Currency to us for the purpose of accessing and using the Services, in accordance with the instructions provided on the Website and the Agreement. We will record, in an account, any amounts of Fiat Currency or Virtual Assets received by us for your Account in connection with the Services, and for such purpose, (i) any Fiat Currency will be received by us if it is received in immediately available funds and credited to the bank account (under the Associated Entity) designated by us; and (ii) any Virtual Assets received by us will be rounded down to the nearest eight (8) decimal places.
We only permit Eligible Virtual Assets for the use of our Services. We retain sole discretion to determine when and whether a Virtual Asset is an Eligible Virtual Asset, and you acknowledge and agree that we are under no obligation to provide you with any reasons in respect of any determination, and we reserve our right not to handle or deal with any non-Eligible Virtual Assets of you without cause.
You shall not transfer or deposit or attempt to transfer or deposit anything to/in your Account other than Eligible Virtual Assets or Fiat Currency.
You shall not transfer or deposit or attempt to transfer or deposit any Virtual Assets or Fiat Currency to/in your Account unless:-
you are the lawful owner of such Virtual Assets or Fiat Currency, or otherwise have the absolute right to sell, assign, convey, transfer and deliver the Virtual Assets or Fiat Currency;
they are free from any Encumbrance; and
they are transferred in compliance with the AML/CTF Requirements and Guidelines, and are otherwise lawful.
You may provide Instructions to us to transfer:
the Fiat Currency recorded in your Account to an external bank account in your name; and
the Virtual Assets recorded in your Account (rounded down to the nearest eight (8) decimal places) to an external digital address that is compatible with the relevant Virtual Asset and that is controlled by you or a Virtual Asset Service Provider approved and/or whitelisted by us for that transfer in writing, and
the Fiat Currency and/or Virtual Assets in accordance with the instructions provided on the Website,
subject always to our discretion to accept or reject Instructions.
You acknowledge and understand that you are solely responsible for providing us with accurate bank account and digital address details in order to effect any transfer, and your Virtual Assets or Fiat Currency may become unrecoverable and/or permanently lost if such information is incorrect or incomplete. We assume no liability of any loss of Virtual Assets or Fiat Currency caused by or in connection with any incorrect or incomplete details provided by you and subject to Applicable Law, we have no obligation whatsoever owed to you to verify such information given by you. We do not guarantee the identity of any user, receiver, requestee or other party.
We may make payments from your Account without any express instructions from you, and you authorise us to make such payments in accordance with these T&C.
If an Account is established for or created under the name of you and other person(s):
you shall ensure that you and each of such persons may operate the Account independently of the other(s), but not simultaneously;
you and each of such persons shall be jointly and severally bound by these T&C and the Agreement;
we may accept for transfer to us any cheque or other negotiable instrument payable to any one or more of you and such persons; and
if any one of you and such persons no longer has legal capacity, the Account will be closed and any balance will be paid by us to the remaining person(s).
If you have appointed any Authorized Person(s) to operate an Account in accordance with the Agreement:
unless and until we have received formal written instruction from you in respect of any variation, limitation or revocation of the authority of such Authorized Person(s), we shall deem that all Instructions, acts and conduct made by such Authorized Person(s) are under your authority;
you must give instructions in writing to us in order to change the Authorized Persons or the method of operation of the Account’s operating authority, or cancel such authority. Upon receipt and acceptance of such instructions from you, we will vary or cancel the authority (as the case may be) as soon as reasonably practicable. The variation or cancellation (as the case may be) will become effective within a reasonable time after we accept your instructions and we will notify you once the variation or cancellation (as the case may be) has become effective and the relevant effective date; and
in case the Account is held by more than one person, all holders of the Account must jointly authorize the appointment of any Authorized Person; while any of the Account holders may vary, cancel or revoke the authority of an Authorized Person by providing us with duly signed instructions in writing.
(j) You must, and must procure each Authorized Person appointed by you to, comply with the Agreement (including these T&C), Guidelines, AML/CTF Requirements and Applicable Law at all times.
Your Obligations in respect of the Operations of Account
In order to use, access and/or operate the Account, you must:-
maintain adequate security measures (including any two-factor authentication) over your systems that gives access to the Website and your Account so as not to permit anyone other than you or your Authorized Persons from accessing your Account. Failure of any such security device or account may delay or restrict your access to the Website or your Account.;
run any such tests and provide any information to us as we may reasonably request from time to time to confirm that your systems and devices, in our opinion, satisfy the requirements to access the Account;
ensure that your systems and devices are maintained in good order and are suitable for use with the Account;
inform us immediately of any unauthorized access to your Account or any unauthorized transaction or Instruction and use your best efforts to cause such unauthorized access or use to cease;
carry out virus, rootkit, keylogger and other malware checks of your systems and devices on a regular basis (including any specific virus or malware detection programs as required by us from time to time);
not at any time leave unattended any system, telephone, computer, terminal or electronic device from which you or your Authorized Persons are able to access your Account; and
if you become aware of any material defect, malfunction, malware, virus or other such deficiency in the Account, notify us immediately of such deficiency, and cease using the Account until you have been notified that such deficiency has been completely rectified.
In addition to any other rights under the Agreement, we may suspend, deactivate, terminate, close and/or replace your Account at any time and without notice to you if we believe this is necessary or desirable to enable us to comply with Applicable Law.
Without limiting any provision of the Agreement, any use, access and/or operation of the Account and all Services (including but not limited to the Brokerage Services and Exchange Services) provided by us are subject to:
the Trading Rules;
the AML/CTF Requirements;
any directions, decisions and requirements issued by us in connection with our Services from time to time; and
any Confirmation sent to you by us (including, the correction of any manifest error and material omission in that Confirmation).
We may, at our sole discretion, within any applicable period as determined by us or as otherwise required by Applicable Law, Guidelines or our internal policy, use commercially reasonable efforts to return:
any Fiat Currency recorded in your Account to an external designated bank account in your name; and
any Virtual Assets recorded in your Account (rounded down to the nearest eight (8) decimal places) to a designated external address that is compatible for the relevant Virtual Asset and under your control,
as last notified to us in writing, provided that the return to such account or address is consistent with the Applicable Law, Guidelines and our internal policy and your payment of any applicable fees, Costs and Tax. To the extent permissible under the Applicable Law, we reserve the right to deduct a fee or other administrative charge in respect of the return of any Fiat Currency or Virtual Assets. Succession return or reversion of such Fiat Currency or Virtual Assets is not guaranteed.
If we receive Virtual Assets which, in our opinion, are not considered to be Eligible Virtual Assets, subject to Applicable Law (and to the extent permitted under Applicable Law), Guidelines and our internal policy, we will use commercially reasonable efforts to return the Virtual Assets received to the account from which we received the Virtual Assets (which shall still be under your control) or such other account under your name as we consider appropriate. Upon our request, you shall provide us with another external address under your control that is compatible for the relevant Virtual Assets, subject to any regulatory or legal requirement and payment of any applicable fee or other administrative charge in respect of such Virtual Assets.
If you do not have or cease to hold any external bank account and/or external address after we determine to return any Fiat Currency or Virtual Assets recorded in your
Account to you pursuant to this Clause 4.4, we may place such Fiat Currency or Virtual Assets in a separate escrow account held under the name of Associated Entity and transfer such Fiat Currency or Virtual Assets back to you once you can provide us with your external bank account and/or external address, subject to any regulatory or legal requirement and payment of any applicable fee or other administrative charge in respect of such custodian arrangement.
Payment and deliveries of Fiat Currency and/or Virtual Asset
Any Fiat Currency and/or Virtual Asset may be transferred from your Account to us for settling a Virtual Asset Transaction, any fees in relation to our Services and any applicable fees, Costs and Tax in connection therewith will be settled in full without set off, counterclaim, deduction or withholding (including on account of any Tax) unless such set off, counterclaim, deduction or withholding is required by Applicable Law.
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 it may determine) any delivery of a Fiat Currency and/or Virtual Asset from or to you and we will provide notice of any such refusal (with or without reason) as soon as reasonably practicable. In particular, we may refuse to accept any delivery of Virtual Assets that are not Eligible Virtual Assets from you, and you cannot use any such Virtual Assets to settle any Virtual Asset Transaction.
Subject to sub-clause (b) above, we will use commercially reasonable efforts to deliver, or procure the delivery, to you of any relevant Fiat Currency and/or Virtual Asset owed to you under a Virtual Asset Transaction. Unless otherwise agreed by us, all such deliveries are made to your relevant Account. Our delivery obligations are satisfied upon the completion of our standard procedures to effect the transfer. All delivery of Virtual Assets to you will be rounded down to the nearest eight (8) decimal places.
You shall maintain sufficient Fiat Currency and/or Eligible Virtual Assets in your Account to cover the Virtual Asset Transaction before making or submitting any Instruction. You acknowledge and agree that if at any time there are insufficient Fiat Currency or Eligible Virtual Assets in the Account to cover the Virtual Asset Transaction, we may, in our absolute discretion, refuse to complete a transaction you have authorized, decline to execute your Instructions and/or force-sell any Virtual Assets held by us on your behalf in your Account (where applicable), without further Instructions from you. You understand that we have no obligation to execute any Instruction made by you, and you shall assume all Losses in connection with such Instruction (whether or not such Instruction has been executed) and keep us fully indemnified against any Loss we suffered or incurred as a result thereof.
You hereby expressly waive any right you may have in any jurisdiction to pay any amount other than in the Fiat Currency or Eligible Virtual Asset in which it is due. In the event that we receive an amount in a currency or Virtual Asset other than that in which it is due, we may use commercially reasonable efforts to:
return the currency or Virtual Asset to you and require you to make the payment in the appropriate and due Fiat Currency or Eligible Virtual Asset and charge you for the Costs incurred in returning the payment to you; or
convert the amount into the due Fiat Currency or Virtual Asset on a date and at rates that we consider appropriate. We may deduct Costs incurred in the conversion. In such circumstances, you must satisfy your outstanding obligations to pay in the due currency or
asset only to the extent of the amount of the due currency or asset obtained from the conversion after deducting the Costs of the conversion.
If a jurisdiction restricts the availability or transfer of its Fiat Currency or any Virtual Asset, or we are otherwise unable to pay in a particular Fiat Currency or Virtual Asset at any given time for any reason whatsoever, we need not make any payment to you in that particular Fiat Currency or Virtual Asset and may make the payment in any currency or asset and at a rate which we consider appropriate.
To the extent applicable, you acknowledge that all Instructions given (whether in connection with any Services) and our records of those Instructions in electronic form are original documents in writing. You agree not to challenge their validity, admissibility or enforceability on the basis that they are in electronic form.
You are responsible for ensuring the accuracy and completeness of the Instructions. You acknowledge and agree that once given, an Instruction is irrevocable and if acted on by us, the Instruction will be binding on you, and you hereby irrevocably authorize us to:
accept Instructions from you or any Authorized Person. You confirm that each Authorized Person has the power to give any Instructions for and on your behalf. You will, and will procure that each of your Authorized Persons will, comply with any requirements we may impose in relation to the Instructions from time to time and any Applicable Law; and
act upon any Instruction that we believe to be authentic and valid. We may conclusively rely on the Instructions if we believe that such Instructions were given by you or your Authorized Person and are duly authorized, accurate and complete, even though this may not be the case and even if you send us further communications subsequently that differ in any respect from such previous Instructions if such Instruction has already been acted on by us.
You understand that subject to Applicable Law, we are not obliged to enquire into any matters concerning the authenticity of any Instructions given or purportedly given by you or any Authorized Person, and agree that we may assume the authenticity thereof is proper, or any person claiming to be your authorized representative is in fact that person with proper authority.
You shall provide Instructions through the Communication Methods that apply to the relevant Service, and if you do not receive any acknowledgement of your Instruction through the same Communication Method from us, such Instruction is deemed not to have been received by us.
You acknowledge and accept the risks of giving Instructions by the Communication Method, including the risk of any Instructions being unauthorized or given by an unauthorized person, the risk that we may process all the Instructions if you send the same Instructions to us in different forms and the risk that any information sent by electronic means cannot be guaranteed to be secure, or free from virus or delay.
Instructions given in relation to any Services are irrevocable and you are not entitled to cancel, reverse or otherwise disclaim such Instructions. We are under no obligation to act on an Instruction to cancel or amend a previous Instruction from you or your Authorized Person. You acknowledge and accept that an unexecuted or partly executed Instruction may be unable to be cancelled or amended for any reason whatsoever.
Subject to our discretion to reject any Instruction, all Instructions given are only valid and effective if received by us within the Trading Hours on the days when the relevant Service is available. We will use commercially reasonable endeavours to execute the Instructions, but we do not guarantee that the Instructions will be wholly or partially executed or will be executed by a certain time. We also do not guarantee that any of the Instructions will be processed even though they may have been received.
We are not responsible for (i) any delays in execution of Instructions due to a Force Majeure Event, a Network Event, market factors, our own verification, authentication or authorization processes or any other reason whatsoever, or (ii) executing a Virtual Asset Transaction before processing any Instructions of cancellation or amendment that you may provide to us.
Notwithstanding any provision to the contrary, we reserve the right at all times to decline or accept your Instructions, without giving any reason or explanation or prior notice. If we exercise any of our rights under this Clause 5, you must pay us on demand any Loss that we incurred in relation to any action taken under this Clause or any Applicable Law.
In order to enter into a Virtual Asset Transaction, you must issue an Instruction in such form as may be acceptable to us from time to time, and follow all relevant steps described in these T&C, Trading Rules or as otherwise specified by us in writing. In addition, you must comply with any applicable rules and directions issued by us from time to time in respect of the applicable Service.
A Virtual Asset Transaction is binding upon the completion of each of those steps entered into using the applicable Communication Method. In such cases, you are bound by the terms of the Virtual Asset Transaction from the moment you communicate to us via the Communication Method, subject to our rights under Clauses 3 and 5.
As set out in Clause 4.5(d), before you place any Instruction or order to enter into a Virtual Asset Transaction, you must have a sufficient amount and appropriate type of Fiat Currency and/or Eligible Virtual Asset recorded in your Account to meet your obligations under the proposed Virtual Asset Transaction, inclusive of any applicable fees, Costs and Taxes.
Notwithstanding Clause 6.3, we may, at our absolute discretion, agree to handle Brokerage Service Transactions which are not fully paid. If we agree to do so, we are entitled to impose any conditions as we consider appropriate. At all times, only Eligible Virtual Assets can be used to discharge your delivery obligations under Brokerage Service Transaction.
In respect of any Virtual Asset Transaction, we may:-
impose limits, conditions and/or controls relating to trading, position, transfers of Fiat Currencies and/or Virtual Assets on you, including limits and controls to mitigate and manage our own liquidity, operational and other risks, at any time, without prior notice and without giving reasons. You understand and acknowledge that you may be prevented from entering into a Virtual Asset Transaction or taking other steps at certain times if such actions would cause you to exceed an applicable limit, and that we may apply an applicable filter to reject an Instruction submitted by you.
monitor your positions against the limits, conditions or controls imposed by us from time to time. Any such limits, conditions or controls imposed by us are solely for our protection and we will have no responsibility for monitoring or ensuring your compliance with any limits imposed on your trading activities by you or by Applicable Law.
decline to act on your Instructions and/or execute a Virtual Asset Transaction in order to ensure compliance with the Applicable Law or any limits, conditions or controls or the policies set by us. We may also suspend your access to the Trading Tools or Services, require you to take certain steps, or take any other action that we consider appropriate in the circumstances.
You hereby agree to comply with any limits, conditions or controls imposed by us under Clause 6.5 and not take any actions that may violate or breach any limits, conditions or controls imposed by us on your activities, and indemnify us against any Loss as a result of your breach of any of such limits, conditions or controls imposed by us.
For any person or entity not yet accredited or recognized as a "Professional Investor"
This Clause applies if you have not been accredited as an "Institutional Professional Investor" or a "Corporate Professional Investor" and exempted under paragraph 15 of "Code of Conduct for Persons Licensed by or Registered with the Securities and Futures Commission" issued by the SFC (as may be amended from time to time).
In conducting any Services, if we solicit the sale of or recommend any product including any Virtual Assets to you, the product must be reasonably suitable for you having regard to your financial situation, investment experience and investment objectives. No other provision of the Agreement or any other document we may ask you to sign and no statement we may ask you to make derogates from this Clause.
To assist us to comply with sub-clause (a), you agree to provide all information that you believe is necessary for us to make an informed suitability assessment, and to update us promptly upon our request or the occurrence of any event that results in any change in your circumstances. This applies without limitation to any other provision of the Agreement.
You shall assume all liability and be solely responsible for, inter alia,
the entry into and performance of any Virtual Asset Transaction and any agreement arising under or in connection with that Virtual Asset Transaction; and
the due compliance with all notification requirements and other reporting obligations relating to the Virtual Asset Transactions imposed by us or Applicable Law.
We will not permit you to restrict your trading in any Virtual Asset Transaction to utility tokens and other Virtual Assets that do not amount to "securities" under the SFO, and you will be treated as a "client" for the purposes of the SFO, its subsidiary legislation, codes, guidelines, circulars and FAQs administered by the SFC and the Terms and Conditions for Virtual Asset Trading Platform Operators published by the SFC (as updated from time to time).
Brokerage Service refers to the service enabling you to acquire or dispose of Virtual Assets by using your Account through an agreed Communication Method. Unlike Exchange Service Transaction as set out in Clause 8 that can only be performed on the Exchange, Brokerage Service Transactions can be performed on or off the Exchange or any other exchange as we see appropriate in such circumstances.
By accessing the Brokerage Services, you acknowledge that we may act as an agent or a principal in relation to any Brokerage Service Transaction, and may not act as an executing, clearing and/or prime broker with respect thereto and not taking responsibility for such if such transaction is performed off the Exchange.
You understand and agree that, in addition to the matters disclosed in Clause 3, we may have a material interest in a Brokerage Service Transaction by virtue of our role as a counterparty to the Brokerage Service Transaction (whether initiated by us or by our other client(s)), in particular when such transaction is performed off the Exchange.
Upon our Approval under Clause 2, you will be permitted to access the Brokerage Services through any Communication Method agreed with us, in strict compliance with these T&C, in particular Clause 4.
Placing orders
You may place an order for a Brokerage Service Transaction with us by sending us an Instruction through an agreed Communication Method. Once an Instruction is received by us, the relevant quantity of the relevant Eligible Virtual Asset or Fiat Currency as stated in your Instruction will be held and recorded in your Accounts as being on hold until such Instruction has lapsed, expired, completed, executed, cancelled or otherwise rejected by us.
In order to initiate a Brokerage Service Transaction, you must either (as the case may be): -
submit a request for a quote to purchase or sell a Virtual Asset that we provide through a Communication Method; or
respond to an invitation from us in respect of a Brokerage Service Transaction.
All requests and responses to initiate a Brokerage Service Transaction shall be through a Communication Method and in a format acceptable or designated to us.
We may provide you with a quote with the following information upon receipt of your request for a quote or acceptance to an invitation in accordance with sub-clause (b):-
the type and quantity of Eligible Virtual Assets that are the subject of the proposed Brokerage Service Transaction;
the price of the Eligible Virtual Assets that are the subject of the proposed Brokerage Service Transaction (whether in Fiat Currency or other Virtual Assets);
fee or commission calculation (rounded up to the nearest eight (8) decimal places);
the time, if any, at which the quote will expire and be deemed to have been rejected;
the total amount payable or receivable from you in respect of that proposed Brokerage Service Transaction; and
our role (as agent or principal) to that proposed Brokerage Service Transaction.
If no time under sub-clause (d)(4) above is specifically stated in a quote, such quote shall automatically expire within 24 hours from the time of delivery and shall then be deemed to have been rejected by you, unless otherwise cancelled or revoked by us.
Notwithstanding anything aforesaid and for the avoidance of doubt, we are not obliged to provide a quote in accordance with this sub-clause (d) in response to your request or acceptance. We may cancel a quote before its expiry or the settlement of a Brokerage Service Transaction if, in our opinion, any of the following has occurred:
a manifest error;
any event as set out in Clause 19.2;
your Account do not have sufficient amount, Eligible Virtual Assets and/or Fiat Currency to cover that Brokerage Service Transaction; or
any non-compliance with such other obligations set out in the T&C or any of our policies.
After a quote is provided, if you respond to such quote before its expiry or cancellation, and we confirm your response, a Brokerage Service Transaction is deemed to be agreed in the terms of the accepted quote and is binding on you. We will issue a Confirmation in respect of the Brokerage Service Transaction to you setting out all necessary information provided in the accepted quote and any additional, agreed terms that apply to that Brokerage Service Transaction, and make necessary adjustments to your Account.
You must promptly inform us if you do not receive a Confirmation in respect of any Brokerage Service Transaction before it is settled, or if there are errors in any Confirmation that you receive. You acknowledge and agree that, save for any manifest error, a Confirmation is sufficient for all purposes to evidence a binding Brokerage Service Transaction on your part.
Computation
Unless otherwise specified in the relevant Confirmation, we shall be the sole agent for the calculation and computation for each Brokerage Service Transaction, and are responsible for:-
computing the fees and any rates, amounts, periods and dates (including changes to any of them) in accordance with the Confirmation;
determining the final value in Fiat Currency of any Virtual Asset (whether or not an Eligible Virtual Asset) and vice versa;
providing notice of such fees, rates, amounts, periods and dates;
effecting or determining or calculating any Fiat Currency or Virtual Asset conversion necessary or desirable for the purposes of any Brokerage Service Transaction; and
calculating the net balance due between the parties and the net balance in your Account as a result of such Brokerage Service Transaction.
Unless there is any manifest error, the computations will be carried out at our sole and absolute discretion, and the results and/or determinations of such computations by us will be final and binding on you. They will be applied using such methodology as we determine in good faith and at our sole and absolute discretion.
If, in our opinion, any event or circumstance, including any Network Event, occurs that adversely affects our ability in determining the amount payable to or by you in respect of any Brokerage Service 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 Brokerage Service Transaction in accordance with our customary practices or market practice of which we are aware (if any at such given time). Unless there is any manifest error, adjustments made pursuant to this sub-clause will be binding on and conclusive against you.
The normal Trading Hours of our Brokerage Services are from 9:00 am to 5:00 pm on a Business Day. We reserve our right to change the trading Hours and arrangement of the Brokerage Services at our absolute discretion at any time, and we will notify you if there is such change when it is appropriate and reasonably practicable.
Notwithstanding any provision in the Agreement, we reserve our right to withdraw or suspend your right to use the Brokerage Services at our absolute discretion at any time without prior notice to or any consent from you and without giving any reason for such.
Exchange Service refers to the Service enabling you to acquire or dispose of Virtual Assets by using your Account through a Communication Method performed on an Exchange. Unlike Brokerage Service Transaction as set out in Clause 7, Exchange Service Transactions are performed on the Exchange.
By using the Exchange Service and/or accessing the Exchange, you acknowledge that we act only as an agent of you in relation to any Exchange Service Transaction. We do not act as a principal, nor as a prime broker with respect to any Exchange Service Transaction.
Upon our Approval under Clause 2, we may grant you a non-exclusive, non- transferable personal right to access and use the Exchange to trade Eligible Virtual Assets, provided that you shall fully comply with these T&C.
You acknowledge that we are not your counterparty to any Exchange Service Transaction and make no representations and/or warranties with respect to any assets that are involved in such transaction. You further acknowledge that any compliance or checks procedures in connection with the Exchange Services and/or any Exchange Service Transaction adopted or undertaken by us are for our own benefit only and agree not to rely upon them in relation to any of your Virtual Asset Transaction.
You acknowledge that the Exchange has not been developed for your individual needs. You further acknowledge that you use the Exchange on an "as is" basis at your own risk. We are not responsible for any consequence or Loss arising from your choice or use of the Exchange or any Communication Method.
You agree that before accessing or using the Exchange Services or your Account while you are outside of your place of residency, you will ensure that you will not be infringing any Applicable Law, rules or regulations in that jurisdiction by doing so and shall indemnify us against any Loss we suffered or incurred as a result of infringing any Applicable Law, rules or regulations in that jurisdiction.
Placing orders on the Exchange
You may place an order on the Exchange by sending us an Instruction through an agreed Communication Method. Once an Instruction is received by us, the relevant quantity of the relevant Eligible Virtual Asset or Fiat Currency as stated in your Instruction will be held, and recorded in your Account as being on hold, until that Instruction is executed or otherwise cancelled by us.
Without limitation to any other rights we may have under the Agreement, we may:
decline to act on your behalf or accept your Instructions where:
the original Instruction has expired and is not reconfirmed at that time;
the basis for any quotation for the relevant Virtual Asset has changed and the Instruction has not been reconfirmed before such change;
the Virtual Asset is no longer available for the purposes of the Exchange Services or an Eligible Virtual Asset; or
the Virtual Asset is the subject of a trading halt and the instruction has not been reconfirmed;
cancel or reverse any Instruction or Virtual Asset Transaction without contacting you in the event that it is recommended or required a cancellation or reversal by any Government Agency, Applicable Law, or the market was operating under an error (whether or not such error is caused by us).
You acknowledge and agree not to allow or permit any other person to access or use such Exchange Materials or otherwise deal with them for the benefit of any other person or in any way that is not specifically contemplated by the Agreement (including by way of downloading, copying, reproducing, adapting, publishing, selling, or distributing them) without our prior written consent, which we may reject or grant at our sole discretion, with or without conditions. You shall keep all such Exchange Materials strictly confidential, except to the extent that they are already available in the public domain (other than through a breach of the Agreement or any other obligation of confidence); and respect and protect all rights, title and interest (including any intellectual property rights) in such Exchange Materials.
Without limitation to any other restriction imposed on you, you agree and undertake that you, will not, and will not attempt to (i) tamper with, modify, adapt, translate, de-compile, reverse-engineer or otherwise alter in any way (be that immaterial),
(ii) create derivative works based on, or combine or merge with or into any other software or documentation, (iii) gain unauthorized access to, make unauthorized use of, make available unauthorized access to, or make use of for any illegal purpose (or any other purpose that is not contemplated in the Agreement); or (iv) remove, erase or tamper with any copyright or proprietary notice printed or stamped on, affixed to, or encoded or recorded on, any Exchange Materials.
You acknowledge that we and/or other third parties may take legal action against you if you are in breach of this Clause at any time, or if we or such third parties suspect that
you have done so. You may also be subject to other fines and penalties in any relevant jurisdiction(s). You undertake to (i) notify us immediately if you become aware of any breach described in Clauses 8.8 and 8.9 or that any action described in Clause 8.9 is being perpetrated or attempted by another person, and (ii) if so requested by us, notify the relevant third parties of any breach by you of any of the Agreement and authorize us to do so on your behalf.
The Exchange is available during Trading Hours on each day subject to downtime period due to numerous reasons, including but not limited to scheduled system and software maintenance, unscheduled emergency maintenance, public / seasonal holiday, and any other event that we consider requires suspension of the Exchange. The aforesaid is by no means exhaustive and you may refer to the Trading Rules and the notification of our Website in respect of the Exchange Service from time to time. There may be other events that may interrupt or prevent your access to the Exchange, and we shall not be responsible for such interruption or prevention.
We reserve the right to withdraw, limit or suspend your right to access and/or use the Exchange, the Exchange Services and/or the Exchange Materials (or impose condition for such) at any time without prior notice to or any consent from you and without assigning any reason for that action.
Virtual Assets
You understand and accept that any Virtual Assets in an Account, or that we receive from or on behalf of you, and held by us for safekeeping will be held on trust and/or in a segregated client account established and maintained by the Associated Entity.
Your Virtual Assets are held by the Associated Entity. Additional terms relating to our Custodial Arrangements may be posted on our Website or through a Communication Method from time to time. You understand and accept that your Virtual Assets held by the Associated Entity under this Clause 9.1 may not enjoy the same protections as those conferred on "Securities" under the SFO, the Securities and Futures (Client Securities) Rules (Cap. 571H of the Laws of Hong Kong) and the Securities and Futures (Client Money) Rules (Cap. 571I of the Laws of Hong Kong).
You further understand and accept that we,
are under no duty to return to you the Virtual Assets originally delivered to, or otherwise held by, us, but we will return assets of an identical type, and in the same nominal amount, of the relevant Virtual Assets to you; and
may deposit, transfer, lend, pledge, repledge or otherwise deal with your Virtual Assets if:
such action is for the settlement of a Virtual Asset Transaction;
such action is for the settlement of fees and Costs owed by you to us in respect of the applicable Services; or
subject to Applicable Law, pursuant to your Instructions or Standing Authority.
You agree and acknowledge that we will not pay you any interest on any Virtual Asset that we receive from you or hold for you at any time.
We reserve sole discretion to determine whether to receive any distributions or benefits arising from your Virtual Assets in an Airdrop, a Fork or a Network Event or such other situation described in Clause 10.
Fiat Currency
You understand and accept that any Fiat Currency in your Account, or that we receive from or on behalf of you, will be held on trust and/or in a segregated client account of the Associated Entity maintained with either:
an "authorized financial institution", as defined in the SFO; or
if received by us in another jurisdiction, maintained with another bank in a jurisdiction under Applicable Law from time to time.
You understand and accept that we will not pay any amount of Fiat Currency out of a segregated account other than for:
paying it back to you;
fulfilling your obligations to satisfy settlement requirements in connection with any Virtual Asset Transaction;
paying money owed by you to the Group in connection with any applicable Services; or
subject to Applicable Law, effecting payment of specific amount of Fiat Currency money in accordance with your Standing Authority or an Instruction.
You agree and acknowledge that we will not pay you any interest on any Fiat Currency that we receive from you or hold for you at any time.
We may take any action which we, in our sole discretion, consider appropriate to correspond with the direction, decision, election or event (including a Network Event), or to mitigate any loss incurred or potential loss or impact which may be incurred as a result of such action caused by any of the following events:
any Infrastructure Participant or Network Participant gives a direction, or makes a decision or election, that affects a Virtual Asset Transaction;
any Infrastructure Participant or Network Participant becomes Insolvent or is suspended from operating; or
any Network Event.
Subject to Applicable Law, any of the aforesaid events or action(s) taken by us may result in suspension of access to, or adjustment of the balance in, your Account, and such result will be binding on you (including, where relevant, making any decision or election in relation to a Network Event).
You agree to co-operate with us and that any information relevant to the enquiry may be passed on to any member of our Group, or any Infrastructure Participant, Network Participant or regulatory body, as may be appropriate, if we receive any enquiry from any of the said parties in relation to such.
We will notify you through our Website upon becoming aware of any Airdrop, Fork, or Network Event as soon as reasonably practicable. We may also publish any determination of such as soon as reasonably practicable. If such event is scheduled in advance and made known to the public, we will use our reasonable endeavour to publish or make available such determination at least one Business Day before the occurrence of that event.
Airdrop and Fork
Unless specifically announced on the Website in relation to an Airdrop or a Fork, we do not support any new virtual assets created or forked protocol as a result of such event. If we do not recognise or support an Airdrop or a Fork, we will not make a claim for, or otherwise retain, any assets or rights associated with such event for our own benefit.
On each occasion of an Airdrop or a Fork, we may in our discretion consider:
whether we recognize or support (to what extent) any such event;
the terms and conditions, including the methodology of allocation of all the associated Costs, fees or rewards to all affected clients, upon which we may implement support of such event as part of our Services; and
the actions required to participate in such event (if any), including withdrawal deadline relating to the relevant Virtual Assets from your Account, suspension period for any trading, deposit and withdrawal or any payment terms as the case maybe.
Staking
Unless specifically announced on the Website, in relation to a Virtual Asset of which the consensus protocol is "proof-of-stake" or an analogous nature, we do not support the staking of such Virtual Asset and do not distribute any rewards associated with such staking. We will not stake such Virtual Assets and claim rewards for our own benefit.
If we specifically announced on the Website that the staking of a Virtual Asset will be supported by us, we may in our discretion consider the terms and conditions, including the methodology of allocation of all the associated Costs, fees or rewards to all affected clients, upon which we will implement support of such event as part of our Services.
If any Applicable Law requires you to deduct any Tax from a payment to us, you must increase the amount payable so that, after making the deduction, we receive the amount we would have received if no such deduction had been required. You agree and undertake to deduct the amount for the Tax, pay that amount to the relevant Government Authority in accordance with the Applicable Law and promptly give us the original receipts.
We may be required to withhold payments (in any form) to you, and pass such amounts to a Government Authority under Applicable Law. If at any time any relevant Government Authority requires us to make a deduction or withholding on any payment due to you, you agree to immediately reimburse us for any such deduction or withholding. You will indemnify us against any Loss we suffered or incurred as a result of such deduction or withholding.
All payments to be made by you in connection with the Agreement are calculated without regard to any goods and services tax, consumption tax, value added tax or any Tax of a similar nature. If any of these types of Taxes are payable in connection with the payment, you must pay us an additional amount equal to the payment multiplied by the appropriate rate of Tax. You must do so at the same time as making the payment.
Your obligation to pay any amount under the Agreement is separate from each of your other obligations to pay.
Rights of netting, set-off and lien
If, on any day, you and the Group have any payment and delivery obligations in the same Fiat Currency or the same Virtual Asset in respect of two (2) or more Virtual Asset Transactions, then we may elect for such Fiat Currency to be paid or such Virtual Asset to be delivered on a net basis so that such obligations will be automatically satisfied and discharged. If, in respect of the same Fiat Currency or the same Virtual Asset, the aggregate amount that would otherwise have been payable by one party exceeds the aggregate amount that would otherwise have been payable by the other party, such payment and delivery obligations will be replaced by an obligation upon the party by which the larger aggregate amount would have been payable to pay to the other party the excess of the larger aggregate amount over the smaller aggregate amount.
In addition to our rights under Clause 11.5(a), the Group may at any time and without notice to you set off any amount you owe the Group against any amount that the Group owe you or, where more than one person constitutes the client, that any one or more of those persons singly or jointly owe us (in either case, whether or not the obligation is matured or contingent and irrespective of the currency, asset or place of payment). Any amounts that are so set off will be discharged promptly and in all respects.
We are entitled to exercise a lien over any or all of your assets which (for any reason) is in or comes into our possession or control, except that this lien does not cover any property where it may give rise to any obligation to disclose an interest on our part. We have the right to sell or dispose such property and apply the proceeds of sale, after deduction of reasonable Costs, to satisfy any amount you owe the Group.
If a judgment, order or proof of debt for or the recovery of an amount in connection with the Agreement is expressed in a Fiat Currency or Virtual Asset other than that in which the amount is due under the Agreement, then you agree to indemnify us on demand against any Loss due to the difference in actual conversion or exchange rate with the conversion or exchange rate used for the purpose of the judgment and all Costs of conversion.
For the purposes of this Clause 11.5, we may make any necessary currency or asset conversions at the rate(s) we reasonably consider appropriate.
Our rights under this Clause 11.5 are additional and without prejudice to any other right of set-off, offset, combination of accounts, lien, right of retention, claim or withholding or similar right or requirement to which we are at any time otherwise entitled or subject whether under the Agreement or by operation of Applicable Law.
We may cancel, reverse or debit any payment we make under the Agreement (including any interest paid) and make any corresponding adjustments to an Account if we have reasonable ground to do so, such as for the purpose of correcting erroneous transactions, or there is insufficient cleared and unconditional Fiat Currency and/or Eligible Virtual Assets in the Account for any Virtual Asset Transaction.
We are not obliged to make or accept any payments or deliveries to or from any third party, except as expressly agreed by us in writing for such payment.
Each of our obligations to make a payment or delivery, or to perform an obligation under the Agreement, is subject to the conditions precedent that:
performance of such obligation will not cause any breach or infringement of any Applicable Law or our internal policies;
you have fulfilled your corresponding obligations (if any) in accordance with all applicable terms to our satisfaction; and
there is no occurrence of any Event of Default (whether or not continuing).
Our statements of the Account are generally issued in electronic form and may be issued in any other format or method at our reasonable discretion. However, we may not issue statements if an Account is inactive, there have been no transactions or movement of Virtual Assets since the previous statement or under circumstances which we are not required by Applicable Law to do so.
You are responsible for checking the statements for errors. You should retain all transaction records to enable you to verify entries and check those entries for accuracy as soon as you receive your statement.
You must report any mistaken or unauthorized transactions to us as soon as possible if you become aware of such. Unless otherwise stated, if you do not report any mistake within thirty (30) days of the date of the statement, we may deem such statement as correct and we will be under no obligation to further verify the information therein, unless there is a manifest error.
The date which appears on the transaction record may vary from the date that appears on your statement. This is because transactions completed on non-Business Days and after "cut-off" time on Business Days may be held over to be processed on the next Business Day.
You may contact us for Information about your Accounts (including but not limited to the Accounts balance) or enquiry of any issues in connection therewith.
You must pay the fees, charges, commissions and Costs in specific currency and time specified by us in the Agreement, on our Website or as otherwise notified by us in writing in respect of our Services from time to time. We will notify you of any changes in the fees and Costs.
You must pay us an amount specified by us in relation to the transfer or movement of a Virtual Asset on its underlying network or blockchain, including for the purpose of settling a Virtual Asset Transaction or delivery to an address as part of the Services (including but not limited to the custodian services). If we determine that the Costs incurred by us in relation to such transfer or movement may exceed the specified amount, you agree that we may estimate the Costs and deduct a sufficient amount from your Account directly in order to cover our Costs, provided always that for any difference between our estimate and the actual Costs incurred by us, we will provide rebate to you as soon as reasonably practicable after the settlement of such Virtual Asset Transaction.
Any calculation of fees, charges, commissions and Costs will be rounded up to the nearest eight (8) decimal places.
All Costs, fees and interest paid by you and subsidy you received from us are non- refundable. You acknowledge and agree that:
if you cancel a Virtual Asset Transaction or terminate our Services (whether in part or in full), all Costs and fees so deducted by us from your Account will not be refunded to you; and
if we accept your Instructions to cancel a Virtual Asset Transaction or terminate our Services in part or in full, you are required to pay any outstanding interests, fees and Costs incurred in connection with the Agreement (on top of any administrative fees we may charge as a result of such).
You acknowledge, understand and agree that we are entitled to charge you interest over any outstanding or overdue amount payable by you under the Agreement at a rate of 1% per month from the date when such amount becomes due and payable up to the date of settlement of both the said amount and the accrued interest thereon in full. We may revise the said rate from time to time and you may obtain the latest rate from us on request.
Clause 14.1 shall be applicable on all kinds of payments, fees, Costs, indemnities, debts (including but not limited to judgment debt) and such other payables to the Group under the Agreement.
Unless specified otherwise, interests shall be accrued over any amount overdue by you from the date of which such outstanding or overdue amount is recorded in your Account (whether or not you have logged into that Account or are aware of such amount or being specifically notified of such) or from the issue date of the relevant demand or notice in respect of such outstanding or overdue amount, which is the earlier.
You further agree that all money received from you for the settlement of any outstanding or overdue amount shall be applied in the following order:
Firstly, towards payment of any unpaid reasonable fees, costs and expense incurred or suffered by the Group in connection with or arising from the enforcement of the Agreement, if any;
Secondly, towards payment of any unpaid interest accrued thereon, if any;
Lastly, towards payment of such outstanding or overdue amount.
You agree and authorize us to deliver all communications, agreements, documents, notices, disclosures and Confirmations (collectively "Communications") to you by a Communication Method, or through any other electronic means as we deem fit. You note that we may post our Communications on the Website from time to time.
You acknowledge and agree to ensure that the details of your Communication Method are correct and the Communication Method is operational and available for receipt of all Communications at any time and to notify us of any changes to the details of your Communication Method as soon as practicable after such change is made.
Unless otherwise specified, Communications shall take effect or be deemed to take effect from the time they are received or taken to be received under the following methods (whichever happens first):-
if sent by email:
when we receive an automated message confirming delivery; or
three (3) hours after the time when the email is sent (as recorded on the device from which we sent the email) unless we receive a delivery failure receipt;
if sent by a Communication Method, at the time of sending (as recorded on the device from which we send the message);
if delivered via other electronic means, one (1) calendar day after we sent it; and
if posted on the Website, at the time of posting.
Provided always that if any notices and/or Communications from you are received by us after 5:00 pm in the place of receipt or on a non-Business Day, the relevant notice or communication shall be taken to be received at 9:00 am in that place on the next Business Day and takes effect from that time unless a later time is specified. All your notices and Communications shall be in legible form (unambiguous and non-contradictory) and will only take effect at the time in accordance with the aforesaid.
If an Account is established for more than one person, Communications sent to the email notified to us as the email for receipt of notices and other communications in connection with the Agreement will be taken to be given to all persons and we shall not be responsible if any such person is not able to receive such Communications.
You agree that, subject to any Applicable Law, we may from time to time, without further disclosure to, or consent from, you:
record and monitor our Communications with you or an Authorized Person (and you confirm that you are authorized to provide consent on behalf of the Authorized Person);
disclose such conversations, transcripts, messages or other records of correspondence to any applicable regulatory authority, enforcement body or agency in Hong Kong or (if applicable) outside Hong Kong, including tax authorities or as otherwise required by the Applicable Law; and
use the recorded conversations, transcripts, messages or other records of correspondence for its internal compliance purposes, in any Dispute and in any other manner not prohibited by Applicable Law.
All records shown on or provided in connection with the Account or Services are for your information only. These records are not binding on us or any other person. 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 records in all respects (unless it expressly states otherwise).
You acknowledge and agree that, subject to the Applicable Law, Instructions and Communications digitally signed or supported by a digital certificate by you have the same validity, admissibility and enforceability as if it was signed in writing on your part.
You acknowledge and agree that you are satisfied that electronically executed contracts are enforceable and binding on you despite risks (including but not limited to legal risks) associated with them. You agree not to dispute the contents of any Communication sent by us using electronic equipment.
You acknowledge and agree that you must give us any information about, or documents in connection with, the Agreement or your financial affairs upon our request. All information or documents must be in the form we require and will be deemed certified by you to be true and complete.
You irrevocably consent to us checking your credit status with any credit bureau, credit reference agency or similar service provider in any relevant jurisdiction for the purpose of determining whether we should make available to you any of our Services at any given time.
You must observe and comply with our privacy policy which is available on our Website (as updated from time to time), and must obtain the consent of persons named in the Agreement or other relevant document, and of any Authorized Person, to our collection, holding and use of their information. You agree that you will provide such persons with a copy of any privacy-related policy, statement, circular, notice or other terms and conditions made available by us to you from time to time.
Without limiting any other provision of the Agreement, you acknowledge and agree that the information and documents contemplated by this Clause 16 may be transferred to, processed and/or stored by us, any member of our Group and/or any other persons engaged by us (whether within or outside of Hong Kong). You agree and acknowledge that such information and documents may be released or disclosed in accordance with the laws or practice of the applicable jurisdiction to which the data is transferred.
You understand and agree that, subject to the Applicable Law, we may provide your personal information or such other information in connection with our Service to the relevant Government Authorities.
We will notify you in advance of any changes to our name, principal address, licensing status, Services, rules, procedures or policies that, in our discretion, are applicable to you for using and accessing our Services.
By accessing and/or using the Services, you represent and warrant that:
you are of full age (or at least 18 years old) and sound mind (if you are an individual);
you are duly incorporated and/or organized under the laws of your place of incorporation or organization (if you are a corporation or other legal person);
you are an Investor, with appropriate knowledge and experience of blockchain technology, cryptography, smart contracts and the Virtual Assets applicable to each Virtual Asset Transaction and/or related Services and features and risks in connection therewith;
you fully understand the nature and risks of the subject matter of the Agreement and the Virtual Asset Transactions and/or related Services, and are capable of assuming and understanding, and do assume, all risks associated with the Agreement and any Virtual Asset Transaction, including those described in Part II of these T&C;
in respect of each Service and each Virtual Asset Transaction, you:
have full legal capacity, power and all necessary authorizations to own your assets and carry on any business you conduct, to enter into the Agreement, each Virtual Asset Transaction and/or related Services and to comply with your obligations and exercise your rights thereunder;
enter into the Agreement and each Virtual Asset Transaction and/or related Services as a 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;
have received, read and understand all relevant documents that make up the Agreement;
have adequate information in relation to your decision to use the Services and enter into the Virtual Asset Transaction without any reliance upon us in formulating such decision;
have made your own independent decision to use the Services and enter into the Virtual Asset Transaction and that the Services and each Virtual Asset Transaction are appropriate and proper for you based on your own judgment and on advice from independent advisers (if you considered necessary); and
are not relying on any Communication from us as advice of any kind (whether financial or legal or whatsoever), and, unless otherwise specified by us, we are not an advisor to you, in connection with the Agreement or any Virtual Asset Transaction and/or related Services;
you have obtained all necessary authorizations and consents, and taken all necessary corporate actions to make all payments and deliveries contemplated by the Agreement;
your obligations under the Agreement are valid, binding and enforceable and it will not be in breach of any Applicable Law, authorization, document or agreement by entering into or complying with obligations or exercising rights under the Agreement or any Virtual Asset Transaction and/or related Services;
no action, suit or proceeding at law or in equity before any court, tribunal, Government Authority or any arbitrator that is likely to affect the legality, validity or enforceability against you or the Agreement or your ability to perform your obligations under the Agreement is pending or, to the best of your knowledge, threatened against you;
you, any Authorized Person, any person who controls you and any person for whom you act, as applicable, is not a Proscribed Person;
the person that enters into the Agreement on your behalf is, and any person representing you in relation to any Virtual Asset Transaction and/or related Services is and will be, duly authorized to do so (if you are a corporation or other legal person);
all the information given, and representations made, by you (or on your behalf) are correct, complete and not misleading in all aspects and that if such information or representation becomes untrue, inaccurate, incomplete or misleading for any reason whatsoever (whether due to events under your control or not), you will update us forthwith upon becoming aware that those details are no longer true, accurate, complete and not misleading, including the date upon which the factual correctness of the details changed;
since the date you have given us your information, there has been no change in that information or your financial circumstances that may have a material adverse effect on your ability or capacity to meet any of your obligations (outstanding and future) to us and that if such information or your financial circumstances has changed and such change may have a material adverse effect on your ability or capacity to meet any of your obligations (outstanding and future) to us, you will update us forthwith upon becoming aware of such change;
you have not withheld any information that might have caused us not to enter into the Agreement or any Virtual Asset Transaction and/or related Services (including information about the assets you own and any Encumbrance over them);
neither you, nor any assets you own, have immunity of any kind from the jurisdiction of a court or from legal process in any place;
at any time that you deliver, or procure the delivery of, Virtual Assets and/or Fiat Currency to us in connection with a Virtual Asset Transaction or otherwise, you have the absolute right to sell, assign, convey, transfer and deliver such Virtual Asset and/or Fiat Currency, 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 Event of Default has occurred, nor has any event occurred which may, with the giving of notice or lapse of time or fulfilment of any condition, become an Event of Default.
Each of the representations and warranties set out above shall be repeated and deemed given by you to us each and every time when you send an Application Form to us, enter into a Virtual Asset Transaction, place or give an Instruction to us or otherwise use our Service or access to the Account.
In the event that you become aware of or suspect occurrence of any of the Events of Default set out in Clause 17.1, you are obliged to immediately notify us in writing.
Subject to the Appliable Laws, you shall indemnify and keep us, each other member of our Group and our respective directors, employees, agents and authorized persons (each an "Indemnified Party") indemnified at all times against any Loss incurred by such Indemnified Party in connection with the Agreement (save and except such Loss is solely caused by gross negligence, fraud or wilful misconduct of such Indemnified Party as determined by a final non-appealable judgment by a court of competent jurisdiction), including but not limited to:
any Event of Default occurs in connection with or in relation to you;
searches and enquiries made in connection with you (including but not limited to checking for Insolvency);
the provision of any Service or entry into any Virtual Asset Transaction upon your Instruction;
any service provided by a third party in connection with or in relation to you;
Instructions given to us by you or your Authorized Person, or a person purporting to be you or your Authorized Person, provided that we acted in good faith when effecting the Instructions;
the settlement or attempted settlement of any Virtual Asset Transaction or any failure to settle any such Virtual Asset Transaction in relation to you or your Account or your Instructions, in circumstances where we are not in breach of the Agreement;
us acting on, delaying or refusing to act on Instructions from you or an Authorized Person, or taking action against you or an Authorized Person;
any Tax payable by the Indemnified Party on, or calculated by reference to, any Virtual Asset Transaction or any amount paid or payable by or to you under the Agreement (excluding any Tax payable by the Indemnified Party by reference to its net income);
any person exercising, or not exercising, rights under the Agreement (including Costs related to enforcement action and debt collection, such as valuation fees, legal fees and auctioneer’s charges) in relation to you;
any action taken by a third party to gain control (or such other equitable remedies available in such case) of any Fiat Currency or Virtual Asset in connection with or in relation to you;
the Costs (including but not limited to legal costs) of the Indemnified Party in defending any action brought against it by any third party in connection with or in relation to you, your Account or any of your Instructions; and
the Costs (including but not limited to legal costs) of the Indemnified Party in defending itself successfully against any claims of fraud, negligence or wilful default by you;
You must on demand appear in and defend at your own cost against any action which may be brought against us by any third party in connection with the Agreement and execute any document or instrument reasonably requested by us for the purpose of this Clause 18.
This Clause 18 is unconditional, irrevocable and shall survive termination of all dealings between you and the Group. No provision thereof shall be impaired by any act, omission, matter or thing that might discharge or impair the indemnity but for this Clause. You acknowledge and understand the effect thereof and expressly waive all rights to such other remedies or action that are available to you legally.
Either you or we may terminate the Agreement and/or your Account (whether in whole or in part) provided that the respective party shall serve on the other at least seven (7) days’ prior written notice. For the termination of one or more specific Services instead of the whole Agreement, the notice must set out clearly the relevant Service(s) to be terminated.
In addition to our rights to termination in clauses 3.1, 3.2 and 19.1, we may unilaterally terminate the Agreement (whether in whole or in part) with immediate effect upon notice to you upon occurrence of any of the following Events of Default:-
any information, representation or warranty provided by you is incorrect or misleading in any respect;
any payment or delivery obligation or other term of the Agreement (including provision of information under the Agreement, the AML/CTF Requirements or Applicable Law) or any other agreement with us is infringed, breached or not complied with by you;
you (including your Authorized Person, if any) breach 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 (including your Authorized Person, if any) disaffirm, disclaim, repudiate or reject, in whole or in part, the Agreement, any Confirmation or any Virtual Asset Transaction;
you (including your Authorized Person, if any) acted fraudulently or dishonestly;
you are convicted of a Tax, dishonesty related or such other crime in any jurisdiction;
the Account is, in our opinion, being operated (or any Service is otherwise being used) in an irregular or improper manner or in a way that is likely to have a material adverse effect on any member of the Group;
you become Insolvent or subject to Insolvency proceedings;
any of your Virtual Assets and/or Fiat Currency and/or such other assets are subject to enforcement of a judgment or is expropriated, compulsorily acquired or resumed on any basis;
such termination is required by any Government Authority or Applicable Law;
performance of any obligation under the Agreement by you (including your Authorized Person, if any) or us breaches, or is likely to breach, any Applicable Law (including the AML/CTF Requirements or market abuse requirements) or is otherwise contrary to any order, directive, rules, regulations or sanction issued by any Government Authority applicable to you or us;
occurrence of any other event of default (however described) under any other agreement between you and any member of our Group; or
anything occurs which, in our opinion, is likely to have a material adverse effect on your ability or willingness to comply with your obligations under the Agreement.
Provided always that our right of termination under this Clause shall not in any way affect or jeopardize any other rights we may have under the Agreement.
Other terms of our Agreement that are applicable to a particular Service may specify additional circumstances in which the Agreement may be terminated or cease to be in effect. These apply in addition to the rights set out in Clauses 19.1 and 19.2 above.
Upon termination of the Agreement, your Account and/or the relevant Services (as the case may be), you must:-
not use any relevant Service and/or operate any Account that is the subject of the termination, or any benefits in connection with the Service;
unless otherwise specified in the notice of termination, immediately make all payments and deliveries required in connection with the Agreement, any Account, any relevant Service and any relevant Virtual Asset Transaction;
comply with all requirements and obligations under the Agreement in relation to your cessation to use any relevant Service or any Account; and
do all such other thing as required by the Agreement or as reasonably requested by us in connection with the termination.
We may take any action we consider appropriate to enforce the Agreement, including employing any third-party agent to collect any outstanding amount, taking steps to enforce its rights against your assets (including but not limited to Virtual Assets and Fiat Currency), such as attaching any amount owing to those assets, and commencing legal proceedings as we consider appropriate.
To the extent permitted by Applicable Law, we may suspend our engagement in any or all of the activities contemplated by the Agreement at any time for any reason (even if no Event of Default has occurred and is continuing). If we do so, we will notify you as soon as reasonably practicable.
You acknowledge and agree that subsequent to the termination, we may review and withdraw any promotional or preferential arrangement that applies to you, and you are not entitled to any refund of any fee or amount paid or subsidy received in connection with the Agreement or any Virtual Asset Transaction or any Service.
For the avoidance of doubt, the termination of all or any part of the Agreement or our Services does not affect or jeopardize:-
any of the rights and obligations of either of us that arose before termination;
any provision in the Agreement in connection with payments, clawbacks, indemnities, limitation of liability, disclosure of information, set-off, currency conversion and Tax; and
the provisions set out in Clauses 20 and 21.
Notwithstanding any Clause to the contrary in this Agreement, we shall not be liable for any Loss arising from or in connection with the Agreement unless such Loss is directly caused by our fraud, wilful default or gross negligence.
We shall not be liable for any Loss incurred in connection with our inability or delay in receiving or executing Instructions or unavailability of funds or any Virtual Asset due to a Force Majeure Event or any circumstances beyond our reasonable or practicable control. If a Force Majeure Event occurs or any circumstances beyond our reasonable or practicable control occur, we may take any action we consider appropriate in connection with the Agreement.
We are not responsible and assume no liability for any decision made by you to enter into the Agreement or any Virtual Asset Transaction, or to use any of our Services, or any feature, risk, fee, Costs or any liabilities in connection with such.
We are not responsible for, do not endorse, and make no representation or warranty in connection with, any hyperlinked internet sites on the Website, other internet sites to which you may be referred or any third-party content displayed on our Website (including but not limited to advertisements). Such internet sites on our Website may contain information that has not been devised, verified or tested by us or our officers, employees or agents. We do not endorse the accuracy or completeness of such information, nor do we guarantee that such information, or the provision of any hyperlinks to you, do not infringe third party rights and you shall use such information or hyperlinks with caution. We are not responsible for any Loss incurred in connection with such information or internet sites.
You understand and agree that even though our employees and agents may be authorized to provide you with certain information about Virtual Assets or other products or services, neither of them have any authority to make representations about anything in connection with the Agreement on our behalf and you shall not rely upon such representations (in no circumstances shall these be treated as representations of us). All decision in connection with any Virtual Assets or any Virtual Asset Transaction or use of the Services are yours, and we assume no responsibility and shall not be liable for any Loss if our employees or agents act without our express authority. In the event that you have any query or concern, you shall provide us with details in writing such that we can clarify such query or concern before you make any decision relating to such.
The following areas (by no mean exhaustive) are some of the major areas in connection with the Agreement and/or our Services that you should pay attention to, and we are not liable for any Loss arising from or in connection with: -
any Event of Default;
any Force Majeure Event;
any Network Event, Fork or Airdrop;
general risks of investing or entering into any Virtual Asset Transaction or using the Services, whether or not set out in Part II of these T&C;
investing or holding assets in a particular jurisdiction (including Losses arising from nationalization, expropriation or other governmental action, financial services regulations, currency restrictions, devaluations or fluctuations, and market conditions affecting the orderly execution of transactions or affecting the value of assets temporarily or permanently);
the provision or unavailability or delay of any Virtual Asset, Fiat Currency, Account or Service;
any of your (or your Authorized Person’s) Instructions, any unauthorized
Instructions or our refusal to act on any Instruction;
any Instruction to deliver Virtual Assets or Fiat Currency to an exchange, broker, custodian or other third party;
any act or omission of any exchange, broker, custodian or any other third-party service provider, whether or not appointed by us;
you or an Authorized Person’s Instructions, any unauthorized Instructions or our refusal to act on any Instruction;
effecting delivery or payment against an expectation of receipt, save where such delivery or payment is contrary to market practice;
the collection, deposit, use, or credit of invalid, fraudulent or forged Virtual Assets or Fiat Currency transfers;
any information that we provide on Virtual Assets, market trends or otherwise, whether or not at your request;
the exercise or attempted exercise of, failure to exercise, or delay in exercising, a right or remedy or a delay or error in making payments or deliveries under the Agreement; and
termination of the Agreement (whether in whole or in part),
Subject to any Applicable Law, this Clause 20 shall survive termination of the Agreement and shall apply to and be binding on you regardless of whether:-
the Loss is reasonably foreseeable by us; or
advice on the possibility of the Loss has been given to you by us.
Variation
You acknowledge that various features of the activities contemplated by the Agreement may be varied by us at any time and from time to time, including applicable Costs, subject to the Agreement and Applicable Law. We may post the relevant variations or changes to our Website at our discretion, and you may contact us directly for the latest information. We reserve the right to change or modify the terms and conditions contained in the T&C, at any time and at our sole discretion. We will provide notice of these changes by posting the revised T&C and changing the "Last updated" date at the top of the T&C, or by any other means as determined by us at our sole discretion. Any changes or modifications will be effective immediately upon posting the revisions to the Website or at the instant that we transmit the information.
Waiver
A provision of the Agreement, or right created under it, may not be waived except in writing signed by the party or parties to be bound and is only effective for the purpose for which it is given. Where applicable, our failure, delay or neglect in exercising any right, power, privilege, election or discretion under these T&C shall not operate as a waiver thereof.
Prompt performance
If the Agreement specifies when you must perform an obligation, time is of essence and you must perform it by the time specified. You must perform all other obligations promptly.
Time
Time is of the essence in respect of your obligations to deliver or pay any Virtual Asset or Fiat Currency or such other obligations as specified in the Agreement.
Approvals and consents
Any Approval or consent given by us shall not be in any way interpreted or construed as making or giving any warranty or representation by us in any circumstance relating to the subject matter of the consent or Approval.
Inconsistency
Subject to the application of any mandatory provisions of any Applicable Law, if there is any inconsistency between:
the language of this Agreement as the language of your choice and any other language version of the Agreement, the language of this Agreement as the language of your choice prevails;
the Application Form and any other terms of the Agreement, the other terms of the Agreement prevail;
these T&C and any specific terms applicable to a Service that form part of the Agreement, the specific terms prevail;
a Confirmation and any terms of the Agreement, the Confirmation prevails for the relevant Virtual Asset Transaction;
these T&C and the Trading Rules, the Trading Rules prevail;
the information available on or via the Website or other electronic medium and the information in our records, the latter prevails unless there is a manifest error;
any term of our Agreement and any direction, decision, requirement or other rule issued by us (from time to time) in connection with the Brokerage Services, the latter prevails;
any term of our Agreement and any direction, decision, requirement or other rule issued by us (from time to time) in connection with the Exchange Services, the latter prevails; and
any term of our Agreement and the Applicable Law, the latter prevails, in each case, to the extent of the inconsistency only.
Third party services
Apart from the Agreement, your use of the Services may be subject to the terms and conditions imposed by relevant third parties from time to time.
Subject to any Applicable Law, we may:
employ independent contractors and/or agents, or utilise the services of any member of our Group or other third party to make certain functions or information available to you and/or otherwise to facilitate the Services, on terms we consider appropriate, whether or not within or outside of Hong Kong; and
change any service provider at any time as we consider appropriate without prior notice.
Third party information
Any information or report we obtain from a third party is for our use only. Even if we provide such information to you, we do not give (and should not be treated as giving) any representation or warranty as to its accuracy, completeness and correctness. The reliance on such information shall be entirely for your account and at your own risk, you shall not take and shall be debarred from taking any action, claim, suit or whatsoever against us or such third party who provides such information.
Assignment
You may not assign, transfer or otherwise deal with your rights under the Agreement to anyone without our prior written consent.
Subject to Applicable Law, we may assign, transfer, dispose or otherwise deal with our rights at our sole and absolute discretion and need not obtain your prior written consent, nor notify you. For the avoidance of doubt, such assignment shall release us from our obligations under these T&C. The assignee will resume our obligations under these T&C. To the extent that any consent is required under Applicable Law to give effect a relevant dealing, you hereby irrevocably agree that this Clause 21.9 is deemed to serve that purpose.
Hardware, Trading Tools and other materials
You are solely responsible for installing, protecting and maintaining any applicable hardware and Trading Tools for using and accessing your Account and Services.
You are required to comply with all systemic requirements imposed in relation to the Account and Services, including installing and updating any applicable security procedures from time to time.
Exercise of rights
Unless expressly stated otherwise in the Agreement, we may exercise a right or remedy, give or refuse our consent or Approval, and/or make any other determination or decision in connection with the Agreement in any way we consider appropriate at our sole and absolute discretion, including by imposing conditions. We are not obliged to give reasons for any decision we make.
We are not liable for any Loss caused by the exercise or attempted exercise of, failure to exercise, or delay in exercising, a right or remedy, whether or not caused by our negligence (directly or indirectly).
Our rights and remedies under the Agreement are in addition to other rights and remedies given by Applicable Law independently of the Agreement and shall be not affected
by any payment, settlement or anything which might otherwise affect them at law including the variation of the Agreement or the Insolvency of any person.
No act of us shall in any way suspend, vary, prevent or otherwise enfeeble ourselves from exercising our rights under the Agreement. Any delay or postponement on exercising a right or remedy (whether fully or partially) does not affect our exercise of or prevent us from exercising such right or remedy at any other later time unless prohibited by any Applicable Law.
Confidentiality
Subject to Applicable Law, each party hereby agree not to disclose any information provided by the other party to any third party except where such disclosure is:-
made to employees, officers, accountants, auditors, legal and other advisers of the disclosing party, such however that the disclosing party shall procure each of them comply with this Clause 21.12;
made to any member of the Group;
made to any third-party service provider engaged by us or any related company thereof on a "need to know" basis provided that such party shall be subject to substantially similar confidentiality restriction as provided in this Clause 21.12;
with the consent of the party who provided the information;
in connection with an exercise of rights or a dealing with rights or obligations under the Agreement;
contains entirely information available from the public, the availability of which is not due to any breach of this Clause 21.12;
in the case of Exchange Services, publishing relevant Virtual Asset Transactions and related Instructions on a non-attributed basis on the Exchange;
is, required or requested by any Applicable Law (including AML/CTF Requirements), Government Authority or securities exchange; or
in the case of Exchange Services, publishes relevant Virtual Asset Transactions and related Instructions on a non-attributed basis on the Exchange; or
otherwise in accordance with the Agreement.
Severability
If any provision of the Agreement is found to be illegal, void or unenforceable (in whole or in part), then such provision shall be severable from the Agreement without affecting the validity or enforceability of any remaining part of that provision, or any other provision of the Agreement, which shall remain in full force and effect. For the avoidance of doubt, the Applicable law only overrides the Agreement to the extent of the inconsistency.
Third party rights
The Agreement does not create or confer any rights or benefits enforceable by any person not a party to it except where such person is a permitted successor or assignee of such rights or benefits of and in the Agreement, or a member of our Group or an Indemnified Party who may enforce any indemnity, limitation, disclaimer or such other rights and benefits under the Agreement. Except as expressly stated in the Agreement, a Person who is not a party to this
Assignment may not enforce any of its terms under the Contracts (Rights of Third Parties) Ordinance (Cap. 623 of the laws of Hong Kong).
Entire Agreement
The Agreement constitutes the entire agreement between you and us in relation to its subject matter and replaces and extinguishes any and all prior agreements, draft agreements, arrangements, warranties, statements, assurances, representations and undertakings of any nature, whether oral or written, public or private, in relation to that subject matter (including, but not limited to, any prior versions of these T&C). You acknowledge that by accepting these T&C, you have not relied on any oral or written statements, warranties, assurances, representations or undertakings which were or may have been made by or on behalf of us in relation to the subject matter of these Terms at any time before your acceptance of them ("Pre-Contractual Statements"). You hereby waive, to the fullest extent permissible under Applicable Law, any and all rights and remedies which might otherwise be available in relation to such Pre-Contractual Statements.
Supervening legislation
Any present or future legislation which operates to vary the obligations of a party in connection with the Agreement with the result that another party’s rights, powers or remedies are adversely affected (including, by way of delay or postponement) is excluded except to the extent that its exclusion is prohibited or rendered ineffective by Applicable Law.
Anti-money laundering, etc.
You agree to perform your obligations under the Agreement in accordance with all applicable AML/CTF Requirements.
You acknowledge and agree that to allow us to take sufficient time to consider, verify or block a Virtual Asset Transaction or any related Service, if you or any other person or entity in connection with the Virtual Asset Transaction is or becomes a sanctioned person or entity, you will immediately notify us of the same in writing.
You agree that we are not liable for any Loss suffered by you in connection with any Virtual Asset Transaction or any Service or your Account due to, in our opinion, non- compliance with any AML/CTF Requirements.
Construction
No rule of construction applies to the disadvantage of a party because that party is responsible for the preparation of, or seeks to rely on, the Agreement or any part of it.
Governing Law & Dispute Resolution
Unless otherwise specified, the Agreement is governed by and construed in accordance with the laws of Hong Kong.
Unless otherwise specified, any Dispute, controversy, difference or claim arising out of or relating to the Agreement, including the existence, validity, interpretation, performance, breach or termination thereof or any Dispute regarding non-contractual obligations arising out of or relating to the Agreement will be referred to and finally resolved by arbitration administered by the HKIAC under the HKIAC Administered Arbitration Rules in force at the time when the Notice of Arbitration is submitted. Provided that:-
the governing law of this Clause is Hong Kong law;
the seat of arbitration will be Hong Kong;
unless you and we agree otherwise, the number of arbitrators will be one (1) and that arbitrator must have relevant legal and technological expertise;
if you and we do not agree on the arbitrator to be appointed within fifteen (15) Business Days of the Dispute proceeding to arbitration, the arbitrator is to be appointed by the HKIAC; and
the arbitration proceedings will be conducted in English or such other language as we consider appropriate.
IMPORTANT
THERE ARE RISKS ASSOCIATED WITH CONDUCTING TRADING IN VIRTUAL ASSETS AND USING THE SERVICES. WE HAVE DISCLOSED SOME OF THESE RISKS, WHICH ARE BY NO MEANS EXHAUSTIVE, IN THIS RISK DISCLOSURE STATEMENT. THE RISKS MENTIONED IN THIS STATEMENT TOGETHER WITH THE ADDITIONAL RISKS ARISING EITHER PRESENTLY OR IN THE FUTURE, MAY RESULT IN SUBSTANTIAL LOSS, FAILURE OR COMPLETE DESTRUCTION OF YOUR ASSETS, AND INABILITY OF THE COUNTER-PARTY TO HONOUR CONTRACTUAL OBLIGATIONS SUBSEQUENTLY RESULTING IN YOU BEING UNABLE TO RECEIVE ANY BENEFITS ENTITLED TO, OTHER LOSSES, AS WELL AS SUSPENSION AND TERMINATION OF OUR SERVICES. BEFORE TRADING IN THE VIRTUAL ASSETS OR USING THE SERVICES, YOU MUST SEEK INDEPENDENT PROFESSIONAL ADVICE REGARDING YOUR PARTICULAR SITUATION, AS WELL AS TAKING CAREFUL CONSIDERATION OF WHETHER THE RISKS MENTIONED IN THIS STATEMENT TOGETHER WITH THE ADDITIONAL RISKS ARISING EITHER PRESENTLY OR IN THE FUTURE ARE ACCEPTABLE TO YOU BEFORE MAKING ANY DECISION TO ENTER INTO A VIRTUAL ASSETS TRANSACTION OR USING OUR SERVICES.
THERE IS INHERENT RISK OF SUFFERING A LOSS IN UNDERTAKING VIRTUAL ASSET TRANSACTIONS. THIS LOSS MAY BE VERY SUBSTANTIAL. THERE MAY EVEN BE A FULL LOSS IN CONNECTION WITH OR AS A RESULT OF ANY VIRTUAL ASSET TRANSACTION, OR ADDITIONAL LOSS OVER AND ABOVE THE INITIAL AMOUNTS TRADED OR INVESTED THAT MAY BECOME DUE AND OWING BY YOU. YOU MUST MAKE SURE THAT YOU ARE CAPABLE OF TOLERATING SUCH A LOSS AND TAKE CAREFUL CONSIDERATION OF WHETHER SUCH TRANSACTIONS ARE SUITABLE FOR YOU, TAKING INTO ACCOUNT YOUR:
FINANCIAL CIRCUMSTANCES;
INVESTMENT EXPERIENCE;
INVESTMENT OBJECTIVES; AND
TOLERANCE TO RISKS.
IN CONSIDERING WHETHER TO TRADE OR INVEST, YOU SHOULD SATISFY YOURSELF AND BE AWARE OF THE RISKS MENTIONED IN THIS STATEMENT, AND ALL OTHER RISKS GENERALLY, WHICH MAY APPLY TO ANY GIVEN VIRTUAL ASSET TRANSACTION OR OUR SERVICES.
Market risk
Virtual Assets market is relatively new and by its nature can be highly unpredictable. Virtual Asset price may move up or down dramatically, and may have no value at all. It is likely to suffer losses rather than to make profit in buying and selling Virtual Assets. The value of a particular Virtual Asset may decline, or be completely and permanently lost if the market for that Virtual Asset disappears. There is no guarantee that a market for a particular Virtual Asset will continue to exist in the future because the value of a Virtual Asset may be derived from the continued willingness of market participants to exchange that Virtual Asset or by other reasons.
Volatility of Virtual Assets
The value of the Virtual Assets may fluctuate dramatically within a short period of time. The price volatility and fluctuations can be extreme and unpredictable which may result in substantial change in the value of your Virtual Asset (including loss) in a short period of time. The value of any Virtual Asset may decline or even drop to zero because of certain factors, including but not limited to:-
changes to the nature or properties of the Virtual Asset;
discovery of wrongful conduct;
governmental or regulatory activity;
supply and demand (including market manipulation);
public opinions;
suspension or cessation of support for a Virtual Assets or other exchanges or service providers; and
other factors outside of our control.
Technical advancements and broader economic and political factors may also have a substantial impact on the value of Virtual Assets in no time.
Liquidity risk
It is possible for you to suffer losses because you are unable to sell or convert assets into a preferred alternative asset immediately. Even in some circumstances where conversion is possible, you may still suffer significant losses. Such risk in an asset may be caused by having relative supply and demand dynamics, limited buy/sell activities or underdeveloped secondary markets. There is no guarantee that a person who accepts a Virtual Asset as consideration will continue to do so in the future.
Conversion risk
Where you convert Virtual Assets upon carrying out a Virtual Asset Transaction, or where the Virtual Asset Transactions are denominated in particular Virtual Assets or Fiat Currencies other than your primary reference asset, there is a risk that, at the time the exchange markets move against you, upon maturity or any earlier dealing, the net proceeds may be substantially lower compared with the initial amount in your primary reference asset, and in some circumstances any income or gains may be entirely negated. You may also suffer loss because of depreciation in the value of the currency paid as a result of foreign exchange controls imposed by the country issuing that foreign currency. Repayment or payment of amounts due to you may be delayed or prohibited by exchange controls or other actions imposed by Government Authorities over currencies which they control or regulate.
Underlying value of Virtual Assets
Virtual Assets are not legal tender and may not have intrinsic value at all. They may not be backed by physical assets, and are not backed or guaranteed by the Government Authorities. Some of the Virtual Assets may not be circulated freely or widely, and may not be listed on any secondary markets or used as payment or settlement in some jurisdiction. Virtual Assets are generally a high-risk asset class which may or may not be securities. You should seek independent professional advice and exercise caution regarding the Virtual Assets and the trading of them.
Risks of assets received or held outside Hong Kong
Virtual Assets and Fiat Currency received or held by us and/or the Associated Entity outside Hong Kong are subject to Applicable Law of the relevant overseas jurisdictions which may be different from the laws and regulations of Hong Kong. Such assets may not enjoy the same protection as that conferred on some of the assets received or held in Hong Kong as a result.
Complexity of Virtual Assets
Virtual Assets may be complex in that their structure, novelty and reliance on technological features make the terms, features and/or risks of Virtual Assets not being understood.
Proprietary risk
Lost or stolen Virtual Assets may be irretrievable and transactions involving Virtual Assets are irrevocable. Once such transaction has been verified and recorded on a blockchain, loss or stolen Virtual Assets will generally be irreversible and Loss as a result of such regarding Virtual Assets may not be recoverable.
Delegation risk
There are substantial risks in allowing another person or entity to trade or operate your Account, and it is possible that Instructions could be given by persons who are not properly authorized by you. You hereby accept all risks of such an operation and irrevocably release us from all liabilities arising out of or in connection with such Instructions (be that unauthorised).
Not a bank deposit
Without limiting Clause 4.1(c) of Part I, any Virtual Assets or Fiat Currencies held by us and/or the Associated Entity are not held as "deposits" within the meaning of the Banking Ordinance (Cap. 155 of the Laws of Hong Kong), nor as any other regulated product or service under Applicable Law. Without limitation, neither we nor the Associated Entity is regulated by the Hong Kong Monetary Authority.
No right under statutory protection schemes
You should be aware that any Virtual Assets or Fiat Currency held in an Account are not protected deposits, and are not protected by the Deposit Protection Scheme in Hong Kong. This implies that there may be reduced level or type of protection for Virtual Asset Transactions and Virtual Assets compared with other products and asset classes afforded by the laws of Hong Kong.
Commissions and fees
You should obtain full details of all Costs, commissions and fees for which you will be liable to pay before conducting any Virtual Asset Transaction or the Services. If you are not clear about any of the Costs and fees, you should request the Costs and fees to be applicable in specific monetary terms before entering into a Virtual Asset Transaction or any Service. Such Costs and fees will be set out in the relevant Confirmation, in writing through Communication Method or otherwise recorded in your Account depending on the type of Services provided and shall be binding on you.
The Costs, commissions and fees which you will be liable to pay will vary depending on certain factors including but not limited to the transaction size, complexity and type of asset, and your relationship with us regarding the relevant Services. Any Costs and/or fees applied may include execution charges (including but not limited to commissions, commission equivalents, markups, markdowns and dealer spreads) and/or administrative costs.
For the above purpose,
"commission equivalents" means the amount charged by us for buying or selling Virtual Assets in certain risk-free principal transactions (transactions in which after having received an order to buy or sell from you, we buy or sell the Virtual Assets from another person to offset the Virtual Asset Transaction which we entered into with you);
a "markup" or "markdown" is the difference between the price charged to you and the prevailing market price, in which the difference being included in the quote or the price of the Virtual Assets; and
the "spread" means the difference between the current purchase or bid price and the current ask or offer price, which is included in the quote or the price of the Virtual Assets, and it may narrow or widen in response to the supply and demand levels of the Virtual Assets.
Reliance on distributed ledger technology
Virtual Assets rely on certain types of distributed ledger technology. Some of this technology, including the blockchain, is open source software which is built upon new and experimental technology. There are risks in relying on such technology, including but not limited to:
changes in the consensus protocol or algorithms;
decreased community or miner support;
disputes between developers, miners and/or users;
flaws in the scripting language;
majority-mining, consensus-based or other mining attacks;
rapid fluctuations in value of relevant Virtual Assets;
regulatory action;
targeting by malicious persons;
the existence of technical flaws in the technology; and
the existence or development of competing networks, platforms and assets.
Airdrops, Forks & Network Events
Under certain circumstances it may be difficult or impossible to liquidate a position in the Virtual Assets. Certain Airdrops, Forks or Network Events may occur rapidly and affect our ability to conduct a Virtual Asset Transaction for a period of time. Information relating to such events may be difficult to ascertain ahead of time and may be subject to limited oversight by any third party who is capable of intervening to stabilise the network. Your specific attention is drawn to Clause 10 of Part I as well.
Accuracy of information
While we endeavour to keep information displayed on the Services as accurate as possible and practicable, there is a risk that this may not be correct, complete or updated in any aspect.
Risk of account freeze
We may freeze your Account in the event that you are believed or proved to be engaged in suspicious activity or to be in breach of any of the T&C. If your Account is frozen, you will not be able to trade or to make transfers to or from your Account. This may result in the closure of your open orders and cancelation of all your Instructions. You hereby accept all risks of such suspension of your Account / closure of your open orders / cancelation of Instructions by us (as determined in our discretion) and irrevocably release us from all liabilities arising out of or in connection with such suspension / disclosure.
Loss of private key
Losing your private key will permanently and irreversibly deny you access to your Virtual Assets. Virtual Assets are controllable only by the possessor of both the unique public key and private key relating to the wallet in which such Virtual Asset is held. Neither we nor any other person will be able to protect or retrieve your Virtual Assets not held by us and/or the Associated Entity in an Account. Once it is lost, you will not be able to transfer your Virtual Asset to any other address or wallet, and you will not be able to realise any value or utility that the Virtual Asset may hold now or in future. Therefore, you are solely responsible for securing your private key of any address regarding Virtual Assets not received nor held by us and/or the Associated Entity in an Account.
Forks and attacks
Virtual Assets may be subject to Forks or attacks on the integrity, operation or security of the networks, including but not limited to Network Events. These events may affect the features, functions, operation, use or other properties of any Virtual Asset, network or platform. They may also severely impact the price or value, function and/or the name of any Virtual Assets, or in some circumstances lead to the shutdown of the network or platform associated with the Virtual Asset. These events may be beyond our control. You shall be fully aware and shall agree that to the extent we have any ability to impact such event, our decision and/or actions may not be in your interests.
Cyber-attacks and fraudulent activities
The increased risk of cyber-attacks and/or fraudulent activities emerge from heavy technological reliance of the Services on the internet. Virtual Assets, your Account, any Service, Website or Trading Tool may be targeted by malicious persons who may attempt to steal Virtual Assets or Fiat Currency, or otherwise intervene in a Virtual Asset Transaction or any of our Services, including but not limited to interventions by way of:
distributed denial of service (our Services or any third-party services);
double spending;
Forks;
hacking;
majority-mining, consensus-based or other mining attacks;
malware;
misinformation campaigns;
phishing;
smurfing;
social engineering;
spoofing; or
sybil attacks.
Virtual Assets, your Account, any Service, Website or Trading Tool may be vulnerable to exploitation of vulnerabilities in block chains, smart contracts and other code, and also to human error or fraudulent conduct. A limited amount of your Virtual Assets may be stored in hot wallets, which can be prone to cyber-attacks or hacking. It is not uncommon to have cyber-attacks leading to the hacking of Virtual Asset trading platforms and thefts of Virtual Assets. Victims may have difficulty in recovering losses from hackers or trading platforms, which could lead to substantial loss and/or other impacts which may materially affect your interests. These events may also affect the access, features, functions, operation, use or other properties of the Virtual Assets, your Account, the Website or our Services.
Targeting by malicious entities
Malicious entities may target you and try to steal any asset you may hold, or to claim any asset that you may have bought or entitled to. This may be done by unauthorized access to an Account, your private keys, your addresses, your passwords, your email or social media accounts, your log-in details or access method for the Account, and also unauthorized access to your computer, smartphone and any other electronic devices that you may use. You are solely responsible for protecting yourself against these actions.
Unauthorized access
Unauthorized parties may access or use your Account and effect Virtual Asset Transactions (or dealing in the Virtual Asset in your Account) without your authorization or knowledge, whether by obtaining control over another device or account used by you, or using other methods.
Heavy reliance on the internet and other technologies
Virtual Asset Transactions and our Services rely heavily on the internet and other technologies including the Communication Methods. Despite this, the fact that the internet is public results in either parts of the internet or the entire internet may be unavailable or unreliable at any given time. Interruptions, delays, corruption or loss of data, loss of confidentiality in the transmission of data or transmission of malware may occur when data is transmitted through the internet and/or other technologies. This may result in your Virtual Asset Transaction not being executed according to your Instructions at the desired time or not being executed at all. There is no authentication, computer security technology or verification which can provide or guarantee complete safety or security. The internet or other electronic media (including but not limited to electronic devices, services of third party telecommunication service providers such as mobile phones or other handheld trading devices or interactive voice response systems) are not an inherently reliable and risk-free form of communication and such unreliability may be beyond our control. Any information including any document transmitted, or communication or transactions made, over the internet or through other electronic media (including but not limited to electronic devices, services of third party telecommunication service providers such as mobile phones or other handheld trading devices or interactive voice response systems) may be subject to interruption, transmission blackout, delayed due to data volume, internet traffic, market volatility or incorrect data transmission (including incorrect price quotation) or stoppage of price data feed due to the public nature of the internet or other electronic media.
Cryptographic advancements
Cryptographic technologies and techniques, including but not limited to artificial intelligence and/or quantum computing, are under rapid developments. Security risks arise pertaining to all cryptography-based systems, including but not limited to the Virtual Assets, your Account, any of our APIs, the Website or our Services. Applying these technologies and techniques to, inter alia, the Virtual Assets, your Account, any of our APIs, the Website or our Services may lead to destruction, devaluation, disappearance, loss, theft or other compromises of the Virtual Assets, your Account, any of our APIs, the Website, our Services or your data.
Timing risks
A Virtual Asset Transaction is binding upon completion of the steps described in the T&C. It is irreversible if all the steps are followed. There is a risk that the final binding Virtual Asset Transaction does not occur at the same time as Instructions are given. You may suffer loss because a Virtual Asset Transaction is not carried out at the desired or designed time.
Access risk
Our mobile applications (if any) may require you to download and install updates to the application or to your device’s operating system when such updates are made available. Failure to do so might lead to certain parts of the Services (including trading functions) becoming inaccessible to you until such update has been successfully downloaded and installed. There may be performance issues and security risks if our mobile applications are used on devices with customised or otherwise non-standard operating software or as a result of other software installed on such devices. Please note further that some of the features available on the Exchange may not be available on any mobile applications.
Risks relating to exchange downtime and IT maintenance
We may from time to time perform maintenance on the Exchange, routine or otherwise. This may lead to Exchange downtime and lack of access to the Exchange or our Service, potentially resulting in a delay or cancellation of a submitted order yet to be processed and orders placed during maintenance or downtime.
Counter-party risk
There is a counter-party risk under any Brokerage Service Transaction which you are solely responsible for. Before undertaking any Brokerage Service Transaction, you should evaluate the relevant credit risk and undertake sufficient due diligence on both the counter-party and the applicable product.
Off-exchange transactions
The Brokerage Services involve off-exchange transactions which may have increased risks because it may be difficult to assess exposure to risk involve in the transaction, determine a fair price or liquidate an existing position. Off-exchange transactions are relatively less transparent than those conducted on any recognized exchange and you should enter into such transaction with caution.
Jurisdiction risks
Residents, Tax residents or persons having a relevant connection with certain jurisdictions are prohibited from carrying out Virtual Asset Transactions or using the Service. You may violate some legal or regulatory requirements of your applicable jurisdiction if you change your place of domicile or when there is a change in the Applicable Law. You are solely responsible for ensuring that any Virtual Asset Transaction or using the Service is and remains lawful at all times whenever there are changes to Applicable Law, your place of residence and/or other circumstances.
Country risks
For transactions made in any Virtual Asset issued by a party subject to foreign laws or those made on markets in other jurisdictions there is a risk that recovery of the sums invested and any profits or gains may be delayed, prevented or reduced by exchange controls, debt moratorium or other actions or policies imposed by the government or other official bodies.
You should seek independent professional advice and satisfy yourself about any rules or laws relevant to that particular Virtual Asset Transactions in relation to the jurisdictions of your concern before you conduct any such transactions. Your local regulatory authority will not be able to compel the enforcement of the rules of regulatory authorities or markets in other jurisdictions where your transactions have been effected. Before you engage in any Virtual Asset Transactions , you should seek independent professional advice about the different types of redress available in both your home country and the relevant jurisdictions. If your place of residence imposes restrictions on Virtual Asset Transactions, we may be required to discontinue your access to the Account and/or the Service, and may not be allowed to transfer Virtual Assets back to you or allow you to transfer Virtual Assets from the Account to yourself or others, until such restrictions are removed.
Concentration risk
One or more entities may directly or indirectly control significant percentage of the total supply of any particular Virtual Asset at any point of time. They may have significant influence, irrespective of whether they are acting individually or in concert, and may be able to influence or give rise to Forks or Network Events which may result in a detrimental effect on the functionality, price, liquidity or value of the Virtual Assets. Network Participants may make decisions that are not in your best interest as a holder of that particular Virtual Asset.
Inflation risk
Virtual Assets may not be a fixed supply of assets because of the inherent design of the Virtual Asset or through Airdrops, Forks or Network Events. The price of Virtual Assets may decline when additional Virtual Assets are created because of the inflationary effects of the increased amount of total Virtual Assets available or the expectation of such.
Issuer risks
Virtual Assets are issued by third parties. You should carefully read the applicable terms, relevant information and risk disclosures provided by the applicable issuers before entering into a Virtual Asset Transaction. Unless expressly stated otherwise, there is no requirement for regulatory approval for any term or product information provided by the applicable issuer. You should exercise great caution in participating in any issuance or offer of such assets. For any Virtual Assets authorized by a regulator, authorization itself does not imply any official recommendation or endorsement of the asset by the regulator, and there is no guarantee of the commercial merits of either the asset or its performance. You should seek independent professional advice before making any investment decision on any Virtual Assets.
Tax treatment and accounting
Virtual Asset Transactions may be subject to the tax laws and regulations in an applicable jurisdiction. The tax treatment and accounting of Virtual Assets is a largely new and untested area of law and practice that is subject to changes. Tax treatment of Virtual Assets may vary significantly among jurisdictions. We may receive notices, queries, requests and/or summons from tax authorities requiring us to furnish certain information about the Virtual Asset Transaction or information relating to your Account. Furthermore, there are no agreed standards and practices between the accounting profession on how an auditor can perform assurance procedures to obtain sufficient audit evidence for the existence and ownership of the Virtual Assets, as well as ascertaining the reasonableness of the valuations. If you are not sure about the tax implications of your Virtual Asset Transactions, you should seek independent professional advice before undertaking a Virtual Asset Transaction.
Regulatory uncertainty
Regulation of Virtual Assets is not settled and is rapidly changing. Virtual Asset Transactions are potentially exposed to legal and regulatory risks. There may be changes to the legal and regulatory treatment of some of the Virtual Assets in some of the jurisdiction. The legal and regulatory treatment varies across different jurisdictions. There is a risk that any Virtual Asset may decline in value or lose its entire value due to legal or regulatory change, which may affect the value or potential profit of a Virtual Asset Transaction. We may cancel or modify your Virtual Asset Transaction, restrict or suspend the access to an Account or any of our Services (as the case may be) in order to comply with Applicable Law, Guidelines or for other reasons specified in the Agreement. We recommend that you obtain independent legal, tax and financial advice and that you continue to monitor the legal and regulatory position regarding your Virtual Assets and Virtual Asset Transactions in jurisdiction of your concern.
Conflicts of interest
You should be fully aware that we or other virtual asset trading service providers may be acting as agents for you as well as acting as principals against you. We or other relevant service providers may facilitate the initial distribution of Virtual Assets (such as initial coin offerings) and/or secondary market trading, in manners similar to a traditional exchange, alternative trading system or securities broker. If these operations are not under the ambit of any regulator, it would be difficult to detect, monitor and manage conflicts of interest.
virtual assets are highly risky and investors should exercise caution in relation to the products;
a virtual asset may or may not be considered “property” under the law, and such legal uncertainty may affect the nature and enforceability of a client’s interest in such a virtual asset;
the offering documents or product information provided by the issuer have not been subject to scrutiny by any regulatory body;
the protection offered by the Investor Compensation Fund does not apply to transactions involving virtual assets (irrespective of the nature of the tokens);
a virtual asset is not a legal tender, ie, it is not backed by the government and authorities;
transactions in virtual assets may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable;
the value of a virtual asset may be derived from the continued willingness of market participants to exchange fiat currency for a virtual asset, which means that the value of a particular virtual asset may be completely and permanently lost should the market for that virtual asset disappear. There is no assurance that a person who accepts a virtual asset as payment today will continue to do so in the future;
the extreme volatility and unpredictability of the price of a virtual asset relative to fiat currencies may result in a total loss of the investment over a short period of time;
legislative and regulatory changes may adversely affect the use, transfer, exchange and value of virtual assets;
some virtual asset transactions may be deemed to be executed only when recorded and confirmed by the Platform Operator, which may not necessarily be the time at which the client initiates the transaction;
the nature of virtual assets exposes them to an increased risk of fraud or cyberattack; and
the nature of virtual assets means that any technological difficulties experienced by the Platform Operator may prevent clients from accessing their virtual assets.
BGE@2024
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