Bequant — Institutional Trading Infrastructure & Prime Services

Before signing up to these Terms, you should be aware that the risk of loss in trading or holding Digital Assets is substantial. The value of Digital Assets can be subject to extreme volatility. Bequant reminds you to carefully read and fully understand these Terms. Unless you accept all the Terms of this agreement, you shall not be entitled to use the Services under the terms. You are responsible for checking our website periodically in order to review the current version of the Terms. Any amendments to these Terms shall be deemed accepted by you unless we receive your objection in writing within two (2) Business Days of the update.

1. The Terms

1.1

These Terms constitute a legally binding agreement between you and Bequant Prime Limited, a private limited company duly incorporated in Seychelles, with company number 218593, having its registered office at Suite 3, Global Village, Jivan's Complex, Mont Fleuri, Mahe, Seychelles.

1.2

For the purposes of these Terms: (1.2.1) any reference to “Bequant”, “we”, “us”, “our” shall be construed as reference to Bequant Prime Limited; and (1.2.2) any reference to “you”, “your” shall be construed as reference to you, as the user of Digital Broking Services.

1.3

These Terms of business together with the Privacy Policy, Cookie Policy, Risk Disclosure Statement, as amended from time to time (collectively the “Terms”) set out the basis on which Bequant will provide the Services.

1.4

Please read these Terms carefully before you access or use the Services. By signing up to, accessing or using the Services, you agree that you have carefully read, understood and agreed to all of the Terms.

1.5

Please note that business conducted by Bequant in connection with the Services is not covered by any protection scheme. It is your responsibility to comply with any rules and regulations applicable to you in your country of residence, incorporation or registered office and/or country from which you access the Services.

1.6

These Terms may be modified, changed or updated by us from time to time. Any amendments to these Terms will be displayed on our website. Should you have any questions concerning these Terms, please contact legal@bequant.io.

2. Interpretation

2.1

In these Terms:

“Airdrop” has the meaning given to it in Clause 10.5.

“Applicable Law” means any and all laws, statutes, rules, regulations, circulars, policies and procedures, orders or determinations of any regulatory or governmental authority.

“Authorised Fiat Account” means the verified Fiat account with a regulated credit institution, electronic money institution or payment service provider.

“Authorised Person” means any person that you authorise and Bequant approves to act on your behalf.

“Bequant Account” means any account created by Bequant for you upon registration to receive the Digital Broking Services.

“Bequant Group Companies” refers to: Bequant Exchange Limited (Malta, C88067); Bequant Holding Limited (Malta, C87895); Bequant Pro Limited (Malta, C88065); Bequant Pro Limited Sucursal en Espana (W0098241C); Bequant Servicing Limited (UK, 11518450); Bequant Technologies Limited (Seychelles, 237632).

“Business Day” means any day on which Bequant is open for business.

“Custody Services” means the services provided in accordance with Schedule 1.

“Digital Assets” means the coins, stablecoins (excluding unauthorized stablecoins), tokens or other digital assets permitted to be offered by Bequant from time to time.

“Digital Asset Lending” means services provided under a Master Digital Asset Loan Agreement.

“Digital Broking Services” / “Services” means the virtual asset services provided by Bequant from time to time, which may include custody/safekeeping services, digital asset broking and OTC execution services, and, where expressly authorised, digital asset lending services.

“Events of Default” means the events outlined in Clause 18.1.

“Fiat” means non-digital currencies issued by central banks pursuant to government regulation.

“Force Majeure Event” means any event that is beyond our reasonable control and prevents us or delays us from performing our obligations under these terms.

“Fork” means changes in operating rules of the underlying protocols of a Digital Asset.

“Instruction” means an instruction from you to Bequant in relation to the Digital Broking Services.

“Loss” includes any direct, indirect or consequential loss, damage, expense, demand, claims, liabilities, judgments, fines, penalties and amounts paid or payable in settlement.

“Network Event” means a Fork, Airdrop or other event which results in the generation of new or alternate virtual assets.

“Order” means an exchange market order, exchange limit order, off-exchange OTC order, a Prime Brokerage Order, or any further type of order.

“OTC Trading” means the services provided in accordance with Schedule 2.

“Prime Brokerage” means the services provided in accordance with Schedule 3.

“Tax” / “Tax Authority” / “Third-Party Service Provider” / “Transaction” / “Withdrawal” / “Withdrawal Address” / “Withdrawal Policies” — as defined in the relevant clauses.

3. Registration and Eligibility

3.1

For legal persons intending to register as an institutional customer, you must designate a representative who is a natural person aged 18 years of age or older with sufficient capacity and authorization to accept these Terms and trade Digital Assets.

3.2

You certify that all of the information you have provided during the registration of your Bequant Account is accurate and complete.

3.3

On registration you are required to enter an e-mail address and a password. You will not allow any other person to share your e-mail address and/or password or otherwise provide any other person access to the Digital Broking Services who is not duly authorized.

3.4

When you register your Bequant Account, you will be obliged to indicate that you have read, understood and accepted these Terms.

3.5

Bequant reserves the right to refuse to register a Bequant Account for you, or to limit the number of Bequant Accounts that you may hold or restrict services for users based in certain jurisdictions.

4. Bequant Services

4.1

Bequant provides you the use of a Bequant Account, for the purposes of storing, tracking, transferring, managing balances of and trading supported Digital Assets.

4.2

Your Bequant Account is established and maintained by us for the sole purpose of providing the Digital Broking Services. In no circumstances should a Bequant Account be interpreted as a banking or custody service, or a stored value facility, of any kind.

4.3

Bequant provides you with the Digital Broking Services in accordance with the Terms.

4.5

You should read Clauses, as well as the Schedule(s) that apply to the Digital Broking Services that you use: Clauses 1–21 apply to all customers; Schedule 1 (Custody Services); Schedule 2 (OTC Trading Services); Schedule 3 (Prime Brokerage Services); Schedule 4 (ClearLoop Services).

4.6

Trading, custody, prime brokerage and lending services related to Digital Assets are regulated in Seychelles as of 2024 under the Virtual Asset Service Providers Act (VASP Act). Bequant has submitted its application for the Virtual Asset Service Providers License to the Financial Services Authority (“FSA”). Bequant has applied for the categories of “Wallet Service Provider” and “Virtual Asset Broking” under the VASP Act framework. As per Section 42 of the Virtual Asset Service Providers Act, 2024, entities that have submitted a completed license application during the transitional period may continue their business activities until a decision is communicated by the FSA. The FSA has confirmed that Bequant's application has progressed to the assessment stage, and that Bequant may continue its operations as usual during the assessment period.

5. Fiat Deposits and Withdrawals

5.1

Bequant, either itself or through its affiliates, accepts direct transfers of USD, EUR and GBP and any other currency we may accept from time to time.

5.2

Bequant will only accept payments of Fiat currency made from your Authorised Fiat Account. No third-party transfers will be permitted.

5.3

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

5.4

Bequant will only accept Fiat currency deposit and withdrawal requests from fully verified users.

5.6

We partner with one or more fully regulated banks, electronic money institutions or payment service providers. You hereby acknowledge and agree for your Fiat currency to be held in an account operated by a regulated institution selected and appointed by Bequant.

5.8

You assume the risk that any payment transfer of Fiat currency may be blocked, delayed or suspended by a transmitting or receiving institution and the risk of insolvency.

6. Digital Assets Deposits

6.1

Before transferring Digital Assets into your Bequant Account, you must read and comply with the deposit rules for the Bequant Account applicable for each type of Digital Assets.

6.4

We will provide your Bequant Account with one or more applicable deposit addresses (each a “Deposit Address”).

6.5

When you make an instruction to transfer the applicable Digital Asset to a Deposit Address (each such transfer, a “Deposit”): you are required to transfer Digital Assets free from all liens, claims, charges and encumbrances; you represent and warrant that you are the legal and sole beneficial owner; the Digital Assets are not derived from any breach of Applicable Laws or the proceeds of crime.

6.8

Your Bequant Account balance is not your wallet. Your Bequant Account balance is the balance of Digital Assets that we reflect in our books and records as credited to your Bequant Account.

6.9

You agree that it is your responsibility to ensure that Instructions, Orders or transactions sent to us are well-formatted, clear and denominated in the correct Digital Assets.

7. Digital Assets Withdrawals

7.1

Withdrawals are made from your Bequant Account following the procedures notified to you from time to time on the Bequant platform.

7.3

When you instruct us to transfer to you an amount of Digital Assets from your available Bequant Account balance (a “Withdrawal”), you must provide an appropriate withdrawal address (“Withdrawal Address”).

7.4

In respect of each Withdrawal Address: (a) you represent and warrant that it is your own and that you have full control over that address; (b) it is your responsibility to provide correct withdrawal details; (c) you represent the address is not associated with activities in breach of Applicable Laws; (d) you agree to indemnify and hold us harmless.

7.6

We will process Withdrawals in accordance with our withdrawal policies (the “Withdrawal Policies”).

8–10. Digital Asset Transfers, Orders, Protocols, Forks and Airdrops

8.1

If you hold more than one Bequant Account, we may provide the option of linking your Bequant Accounts at our sole and absolute discretion.

9.3

Bequant will process your Orders in accordance with the instructions received from you. We are entitled to operate on the basis that each Order placed by you is correct and does not contain any errors.

9.5

If Bequant uncovers an erroneous transaction caused by a system failure or any other reason, Bequant has the right to correct the error regardless of whether it is beneficial to Bequant or you.

10.1

Bequant does not own or control the underlying software protocols which govern the operation of Digital Assets.

10.2

By using the Digital Broking Services, you acknowledge and agree that the underlying protocols are subject to sudden changes in operating rules, known as Forks. In the event of Fork, Bequant may suspend operations (with or without advance notice).

10.5

You understand and agree that airdropped Digital Assets do not create a relationship between us and the transferor, sender and/or the related network. Bequant reserves the right to decide whether to support an Airdrop.

11. Fees

11.1

In consideration for the provision of the Digital Broking Services, you agree to pay a daily or monthly fee to Bequant as notified to you separately. In addition, you agree to pay applicable exchange fees for each executed transaction.

11.4

The Bequant platform provides an indicative exchange fee for each transaction prior to the execution. The final legally binding rate will be shown on the Bequant platform under a trade report upon execution. All exchange fees are deducted immediately from your Bequant Account.

11.6

Our fees may change from time to time as notified to you in advance before such change takes effect.

12. Representations and Warranties

12.1

Each time you utilize any of the Digital Broking Services, you represent and warrant that: you have the full power and authority to utilize the Services; the Digital Assets are free from any charge or encumbrance; you have relied only on information provided by Bequant.

12.2

In addition, you represent and warrant that: you will not attempt to store unsupported digital assets; you will not disguise your location through IP proxying; you will not use Bequant in contravention of any Applicable Law; you will pay all applicable Tax; you shall not engage in market abuse; you shall not engage in transactions with sanctioned individuals or entities; you shall comply with all applicable Internal Policies; you shall immediately report suspected market manipulation.

12.2.8

For any person or entity within the European Union: You acknowledge and confirm that your decision to access and/or transact with Bequant has been made solely at your own exclusive initiative and not as a result of any direct or indirect marketing, promotion, solicitation, or advertisement by Bequant.

13. Anti-Money Laundering, Sanctions and Limitation to Our Services

13.1

Upon registration, Bequant will conduct your identity verification to the extent required to comply with all applicable anti-money laundering, sanctions and other relevant related regulations.

13.3

You warrant that you will not use Bequant to hold or trade in any assets which you know or suspect to be in violation of anti-money laundering laws, sanctions or other relevant regulations.

13.4

We shall monitor your transactions and in the case of a suspicious and/or unusual operation, we shall have the right to suspend it, including the suspension or withdrawal of your Digital Assets, for a certain period of time.

13.6

We may not provide all of our Digital Broking Services to customers domiciled in certain prohibited countries.

13.9

We shall be entitled to terminate a business relationship with you at any time if we determine that continuing such a relationship exposes us to a money laundering, sanctions and/or terrorist financing risk that we no longer deem acceptable.

14. Security

14.1

You are responsible for maintaining adequate security and control of your Bequant Account details, including usernames, passwords, two-factor authentication codes, and any other credentials.

14.2

Bequant will recognise instructions provided via the Bequant Account as valid. You acknowledge that all instructions will be treated as having been provided by you.

14.4

You are required to notify Bequant as soon as practicable of any breach of security by sending an e-mail to support@bequant.io with the Subject line “Security Breach”.

14.6

Bequant does not take any responsibility for Losses to you caused by security breaches.

14.7

In the event of any security breach by Bequant, we endeavor to contact you by e-mail within 72 hours of the discovery of the security breach.

15. Limitation of Our Liability

15.1

Bequant shall only be liable to you for Loss or damage caused directly and reasonably foreseeable by our breach of these Terms and our liability is limited as set out in this section.

15.2

To the maximum extent permitted by Applicable Law, in no event shall Bequant, Bequant Group Companies or any of our officers, directors, agents, employees or representatives, be liable for any Loss or damage arising under or in connection with these Terms, including any incidental, indirect, special, punitive, consequential damages, loss of profits, loss of reputation, loss of data, or any other Loss.

15.3

To the maximum extent permitted by any Applicable Law, Bequant makes no warranties of any kind, whether express or implied, in relation to the Digital Broking Services.

15.4

The total aggregate liability of Bequant shall not exceed the total fees paid to Bequant in connection with the relevant Services during the twelve (12) months preceding the event giving rise to the claim. This limitation shall not apply to liability arising from fraud, wilful misconduct or gross negligence.

15.8

Nothing in these Terms shall exclude or limit our liability based on our fraud or fraudulent misrepresentation, deliberate misconduct, gross negligence or for death or personal injury arising from our gross negligence.

16. Your Liability

16.1

You shall be fully responsible for any Losses, expenses or other Costs, including legal fees, incurred by Bequant and Bequant Group Companies which are caused by your conduct in relation to or arising out of your use of the Digital Broking Services or a breach of these Terms.

16.2

If we are subject to a claim by any third party due to your conduct, we may recover against you any and all Losses incurred by us.

17–19. Data Protection, Cancelling Trades, Intellectual Property

17.1

You agree that you have read and agreed to the terms of the Privacy Policy and Cookie Policy.

18.1

Events of Default include: violation of any Applicable Law, these Terms or the Bequant Rules; any representation or warranty ceasing to be true; requests by regulatory authorities; desire to maintain trading order and safety; unfair or abusive manner; insolvency; and inability to meet obligations. Upon an Event of Default, we may without notice: terminate, cancel or reverse Orders; restrict, freeze or terminate your Bequant Account; close out positions; and take any other necessary measures.

19.1

All intellectual property on Bequant shall be owned by Bequant or its affiliates. You may not copy, modify, transmit or use any materials for commercial purposes.

20. Term and Termination

20.1

If you wish to terminate your Bequant Account, please provide us at least 30 days' notice in writing by sending an e-mail to support@bequant.io with the wording “Account Cancellation Request” in the subject line.

20.3

Bequant may terminate your access to the services under the Terms and your Bequant Account at any time, including where your Bequant Account has been inactive for three (3) consecutive weeks or more.

20.4

Bequant may suspend, restrict or terminate any (or all) of the Terms, your access to any (or all) of the Digital Broking Services, and to deactivate your Bequant Account immediately, if: you provide incorrect information; you act fraudulently; you repudiate the Terms; a material adverse event occurs; you are subject to investigation; your Digital Assets are subject to enforcement; you are convicted of a crime; the Services are used irregularly; you fail to provide requested information; you have been inactive for three (3) consecutive weeks or more.

20.5

You acknowledge that Bequant's decision to take certain actions may be based on confidential criteria that are essential to Bequant's risk management and security protocols. Bequant is under no obligation to disclose the details of its risk management and security protocols to you.

21–25. Feedback, Financial Advice, Bank, Tax, Miscellaneous

21.1

If you have any feedback, questions, or complaints relating to our Digital Broking Service, please contact us at support@bequant.io.

22.1

The information provided does not constitute financial, investment or other professional advice on any particular transaction and must not be treated as a substitute for specific advice.

You assume the risk that any bank transfer may be blocked, delayed or suspended and the inherent risks of bank insolvency events.

24.1

It is your responsibility to determine whether, and to what extent, any Taxes apply to any transactions you conduct through Bequant.

25.1

Communication/Notice: You agree that Bequant will use the e-mail address and telephone number tied to your Bequant Account to contact you.

25.2

Entire Agreement: These Terms comprise the entire agreement between you and Bequant for the services provided on Bequant.

25.5

Relationship of the Parties: Nothing in these Terms shall be deemed to create any agency, partnership, joint venture, fiduciary, or employment relationship. Bequant acts in the capacity of broker and dealer when providing Digital Broking Services.

25.6

Unclaimed Property: You are fully responsible for a transfer/withdrawal of your remaining account balance prior to your Bequant Account being closed/withdrawn. If the value of remaining balance for each token/coin is less than USD10, then such remaining balance(s) shall pass to Bequant as a termination fee.

25.9

Set off: We shall at all times have a lien for any unpaid fees or debts and we shall have a right to set off such unpaid fees against any Digital Assets belonging to you.

25.11

No fiduciary duty: You acknowledge that none of the relationship between you and us gives rise to any fiduciary, trustee or equitable duties on our part in your favor.

25.15

Governing Law: These Terms shall be governed by and construed in accordance with the laws of England and Wales.

25.16

Arbitration: Any dispute shall be referred to and finally resolved by arbitration under the London Court of International Arbitration (LCIA) Rules. The seat shall be London. The language shall be English.

25.17

Confidential Information: You agree and undertake not to disclose any confidential information related to Bequant (“Bequant's Confidential Information”) without the prior written consent of Bequant. This obligation shall survive the termination of the Terms for a period of three (3) years. Bequant collects and stores your personal and confidential information in accordance with Privacy Policy (“Your Confidential Information”). You expressly authorize us to disclose Your Confidential Information to third parties as set out in these Terms.

Schedule 1 — Custody Services

This Schedule 1 is supplemental to the Terms. You instruct us to arrange for any Digital Assets which you have transferred to or bought on the Bequant platform to be held on your behalf until we receive further instruction from you to sell that Digital Asset. This is called “custody”. Unless we expressly agree to hold your Digital Assets in the Bequant custody system, we shall not act as custodian.

On your instructions, we may pass your Digital Assets to a third party (“Third Party Custodian”), including a third party outside the EEA, to hold or control in order to effect a transaction. We have no responsibility for any Loss caused by the Third-Party Custodian unless caused by our fraud, willful default or gross negligence. The Third-Party Custodian may not hold your Digital Assets on trust and may place them in a common pool of identical Digital Assets.

When Bequant is holding Digital Assets on your behalf, measures include: providing information of transactions; exercising rights as directed; keeping records to distinguish your assets from other clients; maintaining accurate records and accounts; conducting regular reconciliations; not rehypothecating or lending the assets unless mutually agreed.

Upon the termination of the Custody Services, all Digital Assets held by us or a Third Party Asset Holder shall be delivered to a successor custodian or to you, per your instructions; provided, however, that we will not be required to make any such delivery until full payment shall have been made.

Schedule 2 — OTC Trading

This Schedule 2 is supplemental to the Terms. OTC Trading terms mirror the structure set out in BQ Pro Terms of Business Annex 1: Agreed Communication Channel; Bequant Quote; Hedge Position; Manifest Error; OTC Order; OTC Transaction; Offer Window (10 seconds); Products; Prices; Price Request; Purchased/Sold Digital Assets; Purchase/Sale Price; Trade Confirmation; Trading Limits; Settlement Date.

Prices are proprietary and determined at Bequant's sole discretion. Bequant may cancel/void or amend OTC Transactions where prices differ materially from prevailing market prices or where there is suspected market manipulation. Bequant's records as to OTC Transactions are final and conclusive absent Manifest Error. Upon Hedge Position Cancellation, Bequant may terminate the OTC Transaction (deemed null and void).

On each Settlement Date you represent and warrant that: you are transacting for your own account; you are the lawful owner of Sold Digital Assets free and clear of encumbrances; you have made independent decisions; and you are not relying on Bequant as investment advice or fiduciary.

Schedule 3 — Prime Brokerage

Bequant may provide Prime Brokerage Services including: (a) entering into Prime Brokerage Orders on a matched principal basis on Exchanges; (b) Custody Services; (c) Direct Market Access; (d) Digital Asset Lending; (e) OTC Trading; (f) ClearLoop Services. You must be an institutional investor to receive Prime Brokerage Services.

Each time you utilize the Prime Brokerage Services, you represent and warrant that you have read, understood and fully adhere to the relevant Exchange Terms. The Prime Broker is not responsible for any suspension of account, trading, deposits or withdrawals on relevant Exchanges due to technical issues. When you enter into a Prime Brokerage Order involving leverage, you acknowledge and agree to meet any margin call immediately upon request.

You shall fully indemnify the Prime Broker from any liability incurred in connection with the settlement of any Prime Brokerage Order. Your Digital Assets, when held on Exchanges and other Third-Party Asset Holders, will be subject to the counterparty risk of that relevant third party. While we endeavor to engage only with reputable third-party exchanges and custodians, we do not guarantee their solvency, operational integrity, or performance.

Schedule 4 — Terms of ClearLoop Services

“ClearLoop” means ClearLoop clearing, settlement and custody services provided by Copper Technologies (Switzerland) AG (CHE-477.629.838). By agreeing to receive ClearLoop Services, you agree to be bound by the Terms and the terms of Schedule 1, Schedule 3, this Schedule 4, and any other related agreements.

Collateral:You agree to transfer full legal and beneficial ownership of all Digital Assets to be held in the ClearLoop account to Bequant. The Assets will become the absolute property of Bequant free from any security (Collateralised Assets). When the relevant Liabilities have been unconditionally discharged, Bequant will transfer Equivalent Digital Assets back to you. Bequant will be entitled to sell, lend, alienate, pledge, re-pledge, hypothecate or rehypothecate any Collateralised Assets. Collateralised Assets will not be segregated from Bequant's proprietary assets. In the event of Bequant's insolvency, you as an unsecured creditor will have only a contractual claim.

Settlement:Exchanges connected to ClearLoop (“ClearLoop Exchange”) may deposit Digital Assets and/or Fiat with ClearLoop as collateral. If a ClearLoop Exchange fails to settle or defaults, Bequant may not be able to return Equivalent Digital Assets and losses will be distributed on a pro rata basis amongst Bequant's clients.

Your Responsibility:You bear sole responsibility for any risks associated with the use of the ClearLoop Services including the failure, insolvency, or fraud of ClearLoop or ClearLoop Exchange, hacking, cyber security incident, suspension, withdrawal delays, regulatory or governmental actions (“ClearLoop Service Default”). Should ClearLoop Service Default occur, Bequant shall have no contractual obligation to return Equivalent Digital Assets. All trades placed on each ClearLoop Exchange will be subject to the terms, conditions and rules of each ClearLoop Exchange.