Bequant — Institutional Trading Infrastructure & Prime Services

Before accepting these Terms of Business (the “Terms”), you should be aware that the risk of loss in crypto operations is substantial. The value of Digital Assets can be subject to extreme volatility and may not be suitable for all clients. The value of crypto-assets can fluctuate significantly over short periods of time, and you may lose part or all of your investment. Past performance is not indicative of future results.

You acknowledge that you have sufficient knowledge, experience, and understanding to evaluate the risks associated with crypto-asset transactions, or that you have obtained appropriate independent advice. You should only engage in crypto-asset transactions using funds that you can afford to lose, taking into account your financial situation, investment objectives and risk tolerance.

Bequant provides crypto-asset services on an execution-only basis and does not provide investment advice, personal recommendations or any form of advice on the merits or suitability of any transaction. Nothing in these Terms or in any communication from Bequant shall be construed as financial, investment, legal or tax advice. You remain solely responsible for all decisions to enter into crypto-asset transactions and for assessing whether such transactions are appropriate. For further information on the risks associated with crypto-assets, please refer to our Risk Disclosure Statement.

Crypto-assets are not legal tender and are not backed by any government or central authority. Transactions in crypto-assets are generally irreversible and cannot be reversed.

Bequant reminds you to carefully read and fully understand these Terms. Unless you accept all the Terms, you shall not be entitled to use Bequant's services. You are responsible for checking our website periodically in order to review the current version of the Terms. Please contact us if you have any questions: legal@bequant.io. You can also find information about the process of raising concerns in the “Filing a Complaint” section.

You hereby acknowledge and agree that Bequant's (i) Legal Information, (ii) Conflict of Interest Disclosures, (iv) Risk Disclosure Statement, (v) MiCa Sustainability Disclosures, (vi) Privacy Policy and (viii) Cookie Policy (together – the “Policies”), as amended from time to time at Bequant's sole discretion, are expressly incorporated into these Terms by reference and shall constitute an integral part hereof. You shall check these Terms of Business and incorporated policies from time to time for any updates, and Bequant shall have no obligation to notify you of amendments thereto.

Your continued use of the Services following any amendment to the Terms and/or the Policies shall constitute acceptance thereof. You represent and warrant that it has carefully reviewed each of the aforementioned Policies in full and fully comprehends their respective terms, conditions, and implications prior to execution of these Terms.

1. The Terms

1.1

These Terms constitute a legally binding agreement between you and Bequant Pro Limited, a private limited company incorporated in Malta, registered company number: C88065, with its principal place of business at the Core, Valley Road, Msida, MSD9021, Malta (“Bequant”).

1.2

Bequant Pro Limited holds a Class 3 Virtual Financial Assets (VFAA) Licence (No. VFA/06), issued by the Malta Financial Services Authority on 28 April 2021 (the “Licence”). Pursuant to the Licence, Bequant is authorised to provide the following VFA services: (a) custodian or nominee services; (b) reception and transmission of orders; (c) execution of orders; (d) dealing on own account; and (e) placing of virtual financial assets. The Licence remains valid, subject to ongoing compliance with applicable laws and regulatory requirements. As at the date hereof, Bequant conducts over-the-counter (“OTC”) services only, as permitted under the Licence, as specified in Annex 1 herein (the “Services”).

Bequant applied for authorisation under Regulation (EU) 2023/1114 on markets in crypto-assets (“MiCA”) on 29 July 2025. The application is currently under review, and Bequant continues to operate under the applicable transitional (grandfathering) regime until 30 June 2026. Upon the granting of MiCA authorisation, the Licence shall be terminated, and Bequant shall thereafter be subject to the requirements of MiCA and Regulation (EU) 2022/2554 on digital operational resilience for the financial sector (“DORA”), as applicable.

1.3

For the purposes of these Terms: (a) any reference to “Bequant”, “we”, “us”, “our” and/or similar terms shall be construed as reference to Bequant Pro Limited; and (b) any reference to “you”, “your” and/or similar terms shall be construed as reference to you, as the user of Bequant's Services.

1.4

These Terms, together with Annexes, all Policies and any additional terms as amended from time to time, set out the basis on which Bequant will provide the Services. Your access to and use of the Services will be treated as ongoing acceptance of the Terms (as amended from time to time). By proceeding further, you consent to your data being shared with Bequant and other affiliated entities within the Bequant Group Companies for the purposes of compliance.

1.5

These Terms may be amended from time to time. Any amendments will be displayed on the Bequant's website. Your continued use of the services after such amendments shall constitute your acceptance of the amended Terms, unless you notify us of your objection in writing within two (2) Business Days of the update.

1.6

Bequant maintains effective and transparent procedures for the prompt, fair and consistent handling of client complaints, in full compliance with Applicable Laws. You may submit complaints regarding our services. For more details, including terms, please refer to Complaints Handling Procedure and the Complaint's Template, which are incorporated into these Terms by reference.

2. Interpretation

2.1

In these Terms:

“Applicable Law” means any and all applicable laws, statutes, rules, regulations, circulars, policies and procedures, orders or determinations of any regulatory or governmental authority, interpretations of any relevant exchanges and markets in which we may elect to hedge any trades; and any other applicable regulatory, self-regulatory or governmental authority requirements from time to time.

“Authorised Person” means any person that you authorise (either alone or collectively) and Bequant approves to act on your behalf in giving Instructions, operating the Bequant Account or performing any other act in connection with the Terms.

“Bequant Account” means any account created by Bequant for you upon registration with Bequant to access the Services.

“Bequant's Confidential Information” as defined in Clause 19.15.

“Bequant Group Companies” refers to: Bequant Holding Limited (Malta, C87895); Bequant Pro Limited (Malta, C88065); Bequant Servicing Limited (UK, 11518450); and Bequant Prime Limited (Seychelles, 218593).

“Bequant IP” as defined in Clause 13.1.

“Bequant Rules” refers to these Terms and other guides, agreements or terms, rules, implementation rules, product procedure descriptions, announcements and other related matters that are published from time to time by Bequant or otherwise made available to you.

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

“Costs” include costs, fees, charges, disbursements and/or expenses, including those arising in connection with: Services under the Terms; and engagement of third-party service providers (on a full indemnity basis) including legal advisers, trustees, or any agent, delegate nominee, custodian or sub-custodian appointed by us (if applicable).

“Digital Assets” means Virtual Financial Assets (“VFAs”) as defined under the Virtual Financial Assets Act (Cap. 590) of Malta and/or crypto-assets as defined under Regulation (EU) 2023/1114 on Markets in Crypto-Assets (“MiCA”), as applicable from time to time, comprising coins, stablecoins (excluding unauthorised stablecoins), tokens, or other digital assets supported by Bequant.

“Events of Default” means the events outlined in Clause 12.1.

“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 or delays us from performing our obligations under these Terms in respect of the Services, including: acts of God; acts of war and terrorism; civil disorder; embargoes; labour disputes; failure or interruption in the internet, communication channels or information systems; viruses, malware, other malicious computer codes, or hacking; delay, failure, suspension or interruption in, or unavailability of, third-party venues, banks, custodians or liquidity providers; acts or omissions of parties for whom we are not responsible; data breaches or data-processing failures; adoption of or any change in the Applicable Law; events which significantly disrupt the digital asset markets; or liquidity providers not providing, or being unable to provide, liquidity to us.

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

“Internal Policies” has the meaning given to that expression in Clause 6.2.(f).

“Loss” includes any direct, indirect or consequential loss, damage, expense, demand, claims, liabilities, judgments, fines, penalties (whether civil, criminal or other) and amounts paid or payable in settlement, including, without limitation, all interest, assessments and other charges paid or payable in connection with or in respect of any of the foregoing and Costs of any kind.

“Order” / “OTC order” means an off-exchange OTC order or the Instruction to buy or sell the Digital Assets via the OTC Trading Services.

“OTC Trading” / “OTC Trading Services” means the over-the-counter services provided by Bequant in accordance with Annex 1 hereto.

“Tax” means any form of taxation, levy, duty, charge, contribution, withholding or impost of whatever nature (including any related fine, penalty, surcharge or interest) imposed, collected or assessed by, or payable to, a Tax Authority.

“Tax Authority” means any government, state, municipality or any local, state, federal or other fiscal, revenue, customs or excise authority, body or official anywhere in the world including, without limitation, HM Revenue & Customs.

“Third-Party Service Provider” means an entity providing services (including but not limited to sub-custodians) and such entity is not part of the Bequant Group Companies.

“Transaction” / “OTC trade” means any OTC trade or related activity carried out by Bequant with or for you in accordance with these Terms, as defined in details in Annex 1 herein.

“Your Confidential Information” means the events outlined in Clause 19.15.

2.2

In these Terms, a reference to: (a) a policy or document is a reference to that policy or document as modified or replaced from time to time; (b) a Clause or schedule, unless the context otherwise requires, is a reference to a clause of or schedule to these Terms; and (c) words importing the singular include the plural and vice versa, and words importing a gender include all genders.

2.3

The headings in these Terms are for convenience only and do not affect the meaning or interpretation of any provision of the Terms.

3. Registration and Eligibility

3.1

Where a legal person intends to register for the Services, a duly authorised representative, being a natural person aged 18 years or older and possessing full legal capacity, must be designated to act on its behalf. Such representative must have the authority to understand and accept these Terms and to enter into the Services on behalf of the relevant legal person. Where a natural person registers for the Services, such person must be at least 18 years of age and possess full legal capacity to enter into these Terms. By accessing or using the Services, it is represented and warranted that such access or use does not violate any Applicable Laws.

3.2

You certify that all information provided during the onboarding and registration process for the Services is accurate, complete, and up to date. You are responsible for promptly notifying us of any changes to such information and for providing any additional information or documents we may reasonably request for compliance, legal or risk management purposes.

3.3

In order to access the Services, you will be required to complete a registration process, which may include providing an email address, setting a password and designating authorised representatives. You must ensure that only duly authorised persons within your organisation are permitted to access or use the Services, including the submission of instructions and execution of transactions, and you shall not allow any unauthorised person to access or use the Services.

3.4

You will not be permitted to access or use any of the Services unless and until you have confirmed that you have read, understood and accepted these Terms, together with any supplemental terms, disclosures or service-specific conditions applicable to the relevant Services.

3.5

Bequant reserves the right, at its sole discretion and subject to applicable laws and regulatory requirements, to refuse to provide the Services, to impose limits on access to or use of the Services (including the number of authorised representatives), or to restrict or suspend the Services in respect of any person or jurisdiction, including where eligibility, legal or compliance requirements are not satisfied.

4. Bequant's Services

4.1

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

4.2

You should read these Clauses together with the Polices and Annex 1, which forms an integral part of these Terms and sets out additional provisions, requirements, and procedures that apply to the Services.

5. Pricing, Costs and Fees

5.1

Prior to MiCA authorisation, in consideration for the provision of over-the-counter (“OTC”) services, fees or commissions shall be agreed on a transaction-by-transaction basis and may be communicated via the platform or through other agreed communication channels (including, without limitation, email and/or electronic messaging services). Such fees may take the form of a commission, spread or other agreed arrangement and shall be confirmed prior to, or at the time of, execution of each transaction. The Parties may agree to fix the crypto exchange rate for the transaction in line with off-exchange crypto converter benchmarks.

5.2

Following MiCA authorisation, fees, charges and commissions applicable to the Services may be structured as: (a) transaction-based fees; (b) spreads or pricing differentials; (c) fixed or periodic fees; and/or (d) any other fee arrangements as may be agreed from time to time, and shall be disclosed to you in a clear, fair, transparent and non-misleading manner, in accordance with Regulation (EU) 2023/1114 (“MiCA”).

5.3

Bequant may, where applicable and permitted, deduct any fees, commissions or charges directly from amounts payable or otherwise due in connection with the relevant Services.

5.4

All fees, commissions and charges are exclusive of any applicable taxes, duties or levies, which shall be borne by you in accordance with Applicable Laws.

5.5

Bequant reserves the right to amend its pricing, costs and fee arrangements from time to time, subject to Applicable Laws and regulatory requirements. Any such amendments shall not apply retroactively to transactions or Services already executed or performed.

6. Representations and Warranties

6.1

Each time you utilise the Services, you represent and warrant to Bequant that: (a) you have full power and authority to enter into and perform any transaction or activity in connection with the Services, and that any Digital Assets or fiat currency used are free from any charge, lien or encumbrance that would prevent their use or transfer; (b) you have relied only on information provided directly by Bequant in connection with the relevant Services and have not relied upon any representation or warranty given by any other person.

6.2

In addition, you represent and warrant to Bequant that: (a) you will not attempt to trade or request settlement in unsupported Digital Assets, coins or tokens; (b) you will not disguise or attempt to disguise your location or identity through IP proxying or any other method intended to circumvent the Applicable Laws and Bequant's compliance requirements; (c) you will not use the Services in contravention of any Applicable Law and the Bequant Rules and Policies, to engage in any activity that is unlawful, abusive, defamatory, obscene or that infringes intellectual property rights, to interfere with or attempt to interfere with the normal operations of Bequant, or in any way which is not authorised or in breach of these Terms; (d) you shall be responsible for, and shall pay all applicable taxes arising in connection with the use of the Services in accordance with Applicable Laws; (e) you shall not engage in, attempt to engage in, or facilitate any activity that may result in or contribute to market abuse, including wash trading, pump-and-dump schemes, spoofing, layering, front-running, insider trading, or any other form of market manipulation; (f) you shall comply with all applicable Policies, guidelines and procedures relating to market conduct and trading activities (the “Internal Policies”); (g) you shall immediately report to Bequant any observed or suspected market manipulation or other activities prohibited by the Applicable Law or the Internal Policies; (h) you shall not use the Services, or facilitate any transaction, in a manner that results in or contributes to dealings with any individual, entity or jurisdiction subject to applicable sanctions or restrictive measures.

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

7.1

Upon registration for the Services, Bequant will conduct identity and customer due diligence checks to the extent required to comply with all applicable anti-money laundering, counter-terrorist financing, sanctions, and related regulations. Your access to and use of the Services is conditional upon the successful completion of this process.

7.2

You authorise Bequant to make such inquiries, whether directly or through third parties, as may be necessary to verify your identity, assess the legitimacy of any Digital Assets or fiat funds used in connection with the Services, or to protect against fraud, financial crime or other unlawful activity.

7.3

You represent and warrant that you will not use the Services in connection with any fiat currency or Digital Assets which you know or reasonably suspect to be in violation of applicable anti-money laundering, counter-terrorist financing or sanctions laws and regulations. If you become aware or suspect that any funds or Digital Assets are connected with unlawful activity or are otherwise non-compliant, you shall promptly notify Bequant at compliance@bequant.io.

7.4

Bequant shall monitor transactions and activities in connection with the Services. Where a transaction or activity is considered suspicious, unusual or potentially non-compliant, Bequant reserves the right, at its sole discretion, to suspend, delay or refuse the execution or settlement of such transaction or activity, including the withholding of any Digital Assets or fiat funds for such period as deemed reasonably necessary. Bequant shall not be liable for any losses arising from such actions.

7.5

Bequant has a legal duty to report any suspicious activity identified during our relationship with you to the relevant authorities, as well as to comply with other reporting obligations deriving from the Applicable Laws. Bequant shall not be liable to you for executing such duties.

7.6

Bequant is not permitted to provide the Services to residents of certain prohibited countries or to individuals or entities subject to sanctions. The list of prohibited countries will be provided during onboarding and may be updated from time to time.

7.7

Bequant shall not be liable for any losses arising from your inability to access or use the Services as a result of: (a) your residency or presence in a prohibited country; and/or (b) changes to applicable laws or sanctions regimes; and/or (c) circumstances beyond Bequant's reasonable control.

7.8

Bequant reserves the right, at its sole discretion and subject to Applicable Laws and regulatory requirements, to suspend or terminate its relationship and/or access to the Services where it determines that continuing such relationship may expose Bequant to legal, regulatory, financial crime or sanctions risk.

8. Security

8.1

You are responsible for maintaining adequate security and control of all details and credentials used to access or communicate with Bequant in connection with the Services, including e-mail addresses, usernames, passwords, multi-factor authentication credentials, and any other security codes or access mechanisms agreed with Bequant (if applicable).

8.2

Bequant will recognise instructions provided by your authorised representatives via the agreed communication channels as valid. You acknowledge that all such instructions will be treated as having been provided by you, and you will bear full responsibility for them.

8.3

Bequant uses reasonable endeavours to protect its systems against computer viruses, worms, Trojan horses, malware and other harmful code. Bequant does not warrant that its systems or communications are free from such risks and accepts no liability for any loss or damage that may result from the transmission of malware or third-party software issues affecting your systems.

8.4

You are required to notify Bequant as soon as practicable of any suspected breach of security relating to your authorised representatives or communication channels by sending an email to support@bequant.io with the subject line “Security Breach” and including all relevant details.

8.5

You must take all reasonable steps to minimize the impact of any security breach, including, where appropriate, immediately updating or revoking the credentials of the affected authorised representative(s).

8.6

Bequant shall not be responsible for any Losses you suffer as a result of security breaches affecting your systems, credentials, or communication channels.

8.7

Bequant implements appropriate technical and organisational measures to safeguard information and ensure the security of the Services. In the event of a security incident affecting Bequant's systems that is likely to impact the Services or your data, Bequant shall notify you in accordance with Applicable Laws and regulatory requirements, including, where required, within applicable regulatory timelines.

9. Limitation of Our Liability

9.1

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 in these circumstances is limited as set out below.

9.2

To the maximum extent permitted by Applicable Law, in no event shall Bequant, Bequant Group Companies, or any of our or their respective officers, directors, agents, employees, or representatives, be liable for any loss or damage arising under or in connection with these Terms, including in connection with the Services, whether under contract, statute, strict liability, or other theory. This Clause 9.2 shall apply regardless of whether such Loss was foreseeable, except to the extent that such Loss is finally determined by a court of competent jurisdiction to have resulted directly from Bequant's gross negligence, fraud or wilful misconduct.

9.3

To the maximum extent permitted by the Applicable Laws, Bequant makes no representations or warranties, whether express or implied, in relation to the Services.

9.4

To the maximum extent permitted by Applicable Law, the total aggregate liability of Bequant, its affiliates or Bequant Group Companies arising out of or in connection with the Services, these Terms, or any act or omission in the performance of the Services, 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.

9.5

Bequant's websites and/or the Bequant's platform may contain links to other websites on the internet. Bequant is not responsible for the accuracy, legality, decency or any other aspect of the content of such websites.

9.6

Bequant endeavours to engage only with reputable counterparties, banks, custodians, exchanges and other service providers. However, Bequant does not guarantee the solvency, operational integrity, security or performance of any such third parties.

9.7

We do not provide financial, legal, tax or investment advice. Any information we provide in connection with the Services is for general informational purposes only.

9.8

By accessing or using this Website, you acknowledge and agree that we and our affiliates, directors, officers, and employees shall not be held liable for any decisions, actions, or omissions taken by you or any third party affiliated with you in reliance on the information provided herein.

9.9

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.

10. Your Liability

10.1

You shall be fully responsible for any Losses, expenses or other Costs (including reasonable legal fees) incurred by Bequant or any Bequant Group Company arising out of or in connection with your use of the Services or any breach of these Terms, where such conduct is intentional, reckless, or negligent.

10.2

If Bequant or any Bequant Group Company is subject to a claim by any third party due to your conduct (or that of your authorised representative), we may recover from you any and all Losses, expenses, or other Costs incurred by us as a result of such claim.

10.3

Where we reasonably believe that you (or any authorised representative) are engaging or attempting to engage in fraudulent, unlawful, or otherwise improper activity in connection with the Services, we may take such steps as we consider necessary or desirable to prevent, mitigate or investigate such activity.

11. Data Protection

11.1

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

11.2

Bequant shall process any personal data relating to you or your authorised representatives strictly in accordance with the Applicable Laws.

11.3

You acknowledge and accept that Bequant may, from time to time, carry out testing and maintenance of its systems (including back-up systems). In such testing, Bequant may use copies of your data (or anonymised / pseudonymised data where feasible) to validate system integrity.

11.4

You acknowledge and agree that we may share your personal data with third-party service providers solely for the purposes of providing the Services, complying with the Applicable Laws, or protecting our legitimate interests.

12. Termination, Restriction and Suspension of Services

12.1

Without prejudice to any other rights available under these Terms or Applicable Law, the following shall constitute events of default (each, an “Event of Default”): (a) breach of Applicable Laws; (b) it becomes contrary to Applicable Law; (c) required by any competent authority; (d) necessary to comply with MiCA/DORA obligations; (e) unfair, abusive, fraudulent or unlawful conduct; (f) authorisation suspended or revoked; (g) inability to meet obligations as they fall due; (h) receiver or administrator appointed; (i) necessary to maintain market integrity; (j) acted in unfair or unlawful manner; (k) unable to meet obligations including fees. Upon an Event of Default, Bequant may suspend, restrict or terminate access, refuse or unwind transactions, withhold amounts, and/or take any other action reasonably necessary.

12.2

You shall notify Bequant without undue delay upon becoming aware of any Event of Default or any circumstance which may reasonably be expected to give rise to an Event of Default.

12.3

To the maximum extent permitted by Applicable Law, Bequant shall not be liable for any losses, costs, damages or expenses arising from the exercise of its rights under this Clause 12, provided that Bequant has acted in good faith and in accordance with its legal and regulatory obligations.

13. Intellectual Property

13.1

All intellectual property rights in or relating to Bequant and the Services, including any trademarks, logos, trade names, software, databases, trade secrets, design elements, text, graphics and other proprietary materials (together, the “Bequant IP”), shall remain the exclusive property of Bequant or its affiliates.

13.2

You shall not copy, reproduce, modify, distribute, transmit, display or otherwise use any Bequant IP for any commercial purpose without the prior written consent of Bequant.

13.3

You shall not reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of any software forming part of the Services, except to the extent expressly permitted by Applicable Law.

13.4

All rights in the name “Bequant”, including associated goodwill, trademarks, service marks and logos, are owned exclusively by Bequant or its affiliates or Bequant Group Companies.

13.5

You shall not infringe, misappropriate or otherwise violate any intellectual property rights of Bequant, its affiliates, Bequant Group Companies or any third party.

13.6

Access to or use of the Services does not grant you any rights, title or interest in or to any intellectual property of Bequant.

14. Term and Termination

14.1

You may terminate your relationship with Bequant in respect of the Services by providing at least thirty (30) Business Days' prior written notice to support@bequant.io. Termination shall not take effect until all outstanding obligations have been fully discharged.

14.2

Once Bequant has received your termination request and confirmed that all obligations have been satisfied, we will terminate your access to the Services within a reasonable time period, subject to any retention of records required under the Applicable Laws.

14.3

Bequant reserves the right to suspend, restrict, or terminate your access to the Services and to terminate these Terms immediately upon notice, including where: you provide incorrect information; you act fraudulently; you repudiate these Terms; a material adverse event occurs; you are subject to regulatory investigation; assets are subject to enforcement; you are convicted of a crime; you become subject to sanctions; the Services are used in an irregular manner; you fail to provide requested information; or you have been inactive for three (3) consecutive weeks or more.

14.4

You acknowledge that Bequant's decision to take any action under Clause 14 may be based on confidential criteria forming part of our risk management or compliance protocols. Bequant is under no obligation to disclose the details of such protocols to you.

14.5

Any suspension, restriction, or termination of the Services shall continue until the relevant circumstances no longer exist, as determined by Bequant in its sole discretion.

14.6

Termination or suspension of these Terms shall not operate retroactively and shall not affect or unwind any OTC trade or transaction that has already been executed and completed prior to termination.

15. Feedback and Complaints Policy

15.1

If you have any feedback, questions, or complaints relating to our Services, please contact us at support@bequant.io or complaints@bequant.io. Bequant maintains effective and transparent procedures for the prompt, fair and consistent handling of complaints in accordance with Applicable Laws.

15.3

For complete details of our complaints handling procedures, including the complaint submission process and applicable forms, please refer to the Complaints Handling Procedure, which is incorporated into these Terms by reference.

16. No Advice

16.1

Any information provided by Bequant is provided for general informational purposes only and does not constitute financial, investment, legal, tax or other professional advice in relation to any specific transaction or activity.

16.2

You are solely responsible for any decision to access or use the Services, including entering into, executing or settling any transaction involving Digital Assets or fiat funds.

16.3

You should seek advice from appropriately qualified professional advisers prior to entering into any transaction or activity where necessary. In this respect, you confirm that you are acting on your own behalf and for your own account, and that you are not relying on Bequant as an adviser.

17. Bank

17.1

You acknowledge and accept that any bank transfer made in connection with the Services may be blocked, delayed, suspended, or otherwise affected by the transmitting or receiving bank, and that there are inherent risks associated with bank insolvency or failure.

17.2

To the maximum extent permitted by Applicable Law, Bequant shall not be liable for any losses, delays or failures arising from or in connection with the acts or omissions of any bank or payment service provider.

17.3

You acknowledge that delays or failures in the transfer of fiat funds may affect your ability to access or use the Services, and you shall bear such risks except to the extent that any loss arises directly from Bequant's fraud, wilful misconduct or gross negligence.

18. Tax

18.1

You are solely responsible for determining whether, and to what extent, any taxes, duties or other governmental charges apply to your access to or use of the Services.

18.2

You shall be responsible for the withholding, collection, reporting and remittance of any such Taxes to the relevant tax authorities in accordance with Applicable Laws.

18.3

Bequant does not provide tax advice and shall not be responsible for determining your tax obligations, except to the extent required under Applicable Law.

19. Miscellaneous

19.1

Communication/Notice: You agree that Bequant may use the contact details you have provided to communicate with you in relation to the Services. You are responsible for ensuring that your contact details remain accurate and up to date.

19.2

Entire Agreement: These Terms (including any schedules or documents incorporated by reference, Annexes) constitute the entire agreement between you and Bequant with respect to the Services and supersede all prior discussions, agreements or understandings.

19.3

Survival: All provisions of these Terms which by their nature are intended to survive termination or expiry shall remain binding and enforceable after termination.

19.4

Invalidity: If any court or competent authority determines that any provision of these Terms is invalid, unlawful or unenforceable to any extent, such provision shall, to that extent only, be severed from the remaining provisions.

19.5

Relationship of the Parties: Nothing in these Terms shall be deemed to create any agency, partnership, joint venture, fiduciary, or employment relationship between you and Bequant.

19.6

Assignment: These Terms are personal to you and you cannot transfer or assign your rights without our prior written consent. We may transfer or assign our rights at any time without your consent where permitted under the Applicable Laws.

19.7

Set off: We shall at all times have a lien for any unpaid fees or debts to which Bequant is entitled under these Terms and we shall have a right to set off such unpaid fees, debts or other liabilities against any Digital Assets belonging to you that we may hold.

19.8

Security Interests: You must not create any security over your Digital Assets unless Bequant explicitly agrees to the contrary in writing.

19.9

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

19.10

Enforcement of Our Rights: We may not always strictly enforce our rights under these Terms. If we do this, it will be just a temporary measure and would not constitute a waiver of those rights.

19.11

Rights of Third Parties: Except where these Terms expressly provide otherwise by reference to the Contracts (Rights of Third Parties) Act 1999, no person other than a party to these Terms (save for Bequant Group Companies) shall have any right under that Act to enforce any provision of these Terms.

19.12

Governing Language: In case of any conflict between different language versions of content, the English language version shall prevail.

19.13

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

19.14

Arbitration: Any dispute arising out of or in connection with the Terms shall be referred to and finally resolved by arbitration by one or more arbitrators appointed under the London Court of International Arbitration (LCIA) Rules. The seat of arbitration shall be London. The language shall be English. Where the LCIA decides the case is suitable for determination by a sole arbitrator, the Parties and the arbitrator shall endeavor to conclude the proceedings within six (6) months.

19.15

Confidential Information: You agree and undertake not to disclose, share, or otherwise make available to any third party any confidential information related to Bequant and/or Bequant Group Companies (“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 and private data 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.

Annex 1 — Services Description

This Annex 1 is supplemental to the Terms and the provisions set out in the Terms shall continue to apply. You will be deemed to accept the terms of Annex 1 on each occasion you use the Services. In the event of any conflict between the Terms and Annex 1, the terms of Annex 1 shall prevail. BY USING THE SERVICES OF BEQUANT IN ANY MANNER, YOU ARE DEEMED TO HAVE READ, UNDERSTOOD AND AGREED TO BE BOUND BY ALL OF THE TERMS CONTAINED IN THIS ANNEX 1.

A. Current Services (Pre-MiCA — VFAA Transitional Regime)

Bequant Pro Limited operates under a Class 3 Virtual Financial Assets (VFAA) Licence (No. VFA/06) until the earlier of (i) 30 June 2026; and (ii) the date on which authorisation under MiCA becomes effective. Currently, Bequant offers OTC Services on the terms set out below.

OTC Trading — Interpretation

Key definitions for the OTC Trading section include: “Agreed Communication Channel” (telephone, email, Telegram, online chat, Bequant Platform); “Bequant Quote” (paragraph 3.1); “Hedge Position” / “Hedge Position Cancellation”; “Manifest Error”; “OTC Order”; “OTC Transaction”; “Offer Window” (paragraph 3.2); “Products”; “Prices” (Section 2.1); “Price Request”; “Purchased Digital Assets”; “Purchase Price”; “Trade Confirmation” (paragraph 4.3); “Trading Limits” (paragraph 4.6); “Sale Price”; “Settlement Date”; “Sold Digital Assets”.

Price (Annex 1, Section 2)

Bequant may provide indicative prices (“Prices”) in OTC Transactions. Prices are proprietary, determined at Bequant's sole discretion, subject to constant change, and may include bid-ask spread and/or a mark-up. Bequant is not under any obligation to disclose the specific amount of any bid-ask spread and/or mark-up.

Price Request, Bequant Quote and OTC Order (Annex 1, Section 3)

Upon receipt of a Price Request, Bequant may provide a Bequant Quote. If you wish to enter into the OTC Transaction, you must submit the OTC Order within ten (10) seconds of the time the Bequant Quote was sent (the “Offer Window”). If the OTC Order is not submitted within the Offer Window, the Bequant Quote will be deemed rejected and expired. Bequant may reject an OTC Order for any reason. Once submitted, the OTC Order cannot be withdrawn, cancelled or amended by you once executed.

OTC Transactions (Annex 1, Section 4)

Execution of the OTC Order will constitute a binding agreement. Bequant shall send a Trade Confirmation confirming the terms. Bequant is authorised to cancel/void or amend OTC Transactions where prices differ materially from the prevailing market price, where there is suspected market manipulation, or where there is suspected money laundering, terrorist financing, fraud or sanctions evasion. OTC Orders may be subject to Trading Limits. Bequant's records as to OTC Transactions shall be final and conclusive (absent Manifest Error). For each OTC Transaction, one party will sell, transfer, and deliver full legal and beneficial rights, title, and interest in the relevant Digital Assets. Any funds or Digital Assets transferred on a pre-funded basis will be by way of a title transfer.

Settlement (Annex 1, Section 5)

On the Settlement Date, purchaser delivers the Purchase Price and seller delivers the Sold Digital Assets within a specific timeframe. The name on the originating account must match exactly your name. Bequant may net multiple completed OTC Transactions in the same cryptocurrency.

Default (Annex 1, Section 6)

In the event of failure to settle, disavowal or repudiation of an OTC Transaction, or an Event of Default, Bequant may: (a) cancel, liquidate and terminate any unsettled OTC Transaction; (b) set off and net obligations; (c) terminate future obligations; and (d) take such other protective actions as Bequant deems necessary.

Representations (Annex 1, Section 7)

On each Settlement Date you represent and warrant that: you are transacting for your own account in an arm's-length role; you are the lawful owner of Sold Digital Assets free and clear of all encumbrances; you are the lawful owner of your wallets and accounts; you are capable of assessing the merits and risks; you have made your own independent decisions; and you are not relying on Bequant as investment advice or fiduciary.

Limitation of Liability (Annex 1, Section 8)

The limitation of warranty and liability and indemnification set out in the Terms shall cover the OTC Trading. Upon any Hedge Position Cancellation, Bequant may terminate the OTC Transaction (deemed null and void). You acknowledge that the use of an Agreed Communication Channel is entirely at your own risk.

B. Post-MiCA Services (Upon Authorisation)

Bequant is authorised under its MiCA licence to provide the following Services: (a) exchange of crypto-assets for funds; (b) exchange of crypto-assets for other crypto-assets; (c) execution of orders on behalf of clients; (d) reception and transmission of orders on behalf of clients; (e) custody and administration of crypto-assets on behalf of clients; and (f) transfer services for crypto-assets on behalf of clients (together, the “Services”). The OTC Trading provisions set out above shall apply, mutatis mutandis, to such transactions. Notwithstanding the foregoing, Bequant may, at its sole discretion, elect to provide any of the Services, in whole or in part, and may decline, suspend or discontinue any Service at any time, subject to applicable laws and regulatory requirements.