1.1. This Agreement constitutes a legal agreement and creates a binding contract between the Parties. It contains important legal provisions, including the User’s rights, obligations, as well as the Company’s rights and obligations under this Agreement. The User is strongly advised to read the terms of this Agreement carefully.

1.2. Before using or accessing any of the Services offered by the Company, as well as any associated website, platform, APIs, any related software, forums, blogs, social media pages and other relevant platforms operated or maintained by the Company (hereinafter collectively referred to as the “Sites”) the User should read this Agreement and any document referred to in it very carefully, and understand all the terms and conditions, since they govern the User’s use of the Services.

1.3. The User will be notified of any amendments to this Agreement in accordance with the amendment process set out in the Amendments clause of this Agreement, including by notice to the electronic mail address associated with the Account and/or through the trading portal.

1.4. By signing up for, registering or creating an account with the Company on the Sites (hereinafter referred to as the “Account”), accessing, using or attempting to use any of the Services provided by the Company, the User acknowledges that they have read, understood and accepted all of the contents of the terms and conditions stipulated herein, as amended from time to time, including all of the provisions set forth in any other documents the User may be required to accept such as the Privacy Policy, and agrees to be legally bound by such contents. In addition, when using some features of the Services, the User may be subject to specific additional terms and conditions applicable to those features. For the avoidance of doubt, by using such features, the User expressly agrees to any such additional terms and conditions applicable to those features and agrees to be bound by the same.

1.5. Where the User does not acknowledge, understand, or agree with the contents of the terms and conditions stipulated in this Agreement, such User is advised to seek any additional clarifications and/or guidance from the Company.

1.6. In this Agreement, unless the context requires otherwise: headings are inserted for convenience only and will not affect the construction or interpretation of this Agreement; and words importing one gender include all other genders and words importing the singular include the plural and vice versa.

2.1. The Company is licensed by the Cayman Islands Monetary Authority (hereinafter referred to as “CIMA”) as a Virtual Asset Service Provider under the Virtual Asset (Service Providers) Act and is authorised to provide, inter alia, the following services: (i) exchange between virtual assets and fiat currencies; (ii) exchange between one or more other forms of convertible virtual assets; and (iii) transfer of virtual assets; and (iv) virtual asset custody services (hereinafter collectively referred to as the “Services”).

2.2. The Company does not provide investment advice, portfolio management, legal advice, tax advice or any form of fiduciary advisory service. The User is solely responsible for assessing the suitability and risks of any transaction.

2.3. When facilitating exchange transactions, the Company may: (i) execute transactions using its own liquidity; (ii) execute transactions via third-party exchanges, brokers, liquidity providers, and/or counterparties; and/or (iii) use a hybrid model combining both (i) and (ii) of Clause 2.3 of this Agreement. The User acknowledges that in order to execute transactions, the Company may temporarily transfer virtual assets or fiat funds to approved liquidity providers, exchanges and/or settlement partners.

2.4. Unless expressly agreed otherwise in writing for a specific transaction: (i) in exchange transactions, the Company acts as principal counterparty to the User; (ii) in transfer services, the Company acts on the User’s valid instructions; and (iii) in custodial services, the Company acts as custodian in accordance with the terms and conditions of this Agreement. The capacity in which the Company acts may vary depending on the Service provided and will be disclosed where applicable in trade confirmations.

2.5. The User acknowledges that the Company may have interests that conflict with the User’s interests in connection with the Services, including where the Company (i) acts as principal counterparty and earns spreads, fees or other remuneration; (ii) uses third-party venues, liquidity providers or banking/settlement partners; and/or (iii) has relationships with affiliated or group entities that support the provision of the Services. The Company shall disclose to the User any conflict of interest or potential conflict of interest in written form with sufficient detail, taking into account the nature of the User, to enable the User to make an informed decision in respect of the relevant product or service, and the Company may decline to provide a Service where a conflict cannot be appropriately managed.

2.6. The trading portal is accessible 24 hours per day, seven days per week. Operational support is generally provided on a continuous basis, subject to reasonable maintenance windows or temporary operational suspensions. The Company may provide custody services in respect of virtual assets belonging to the User. Where such services are provided, the Company shall attribute virtual assets to the relevant User through wallet structures and/or internal ledger records maintained by the Company.

2.7. The Company shall maintain internal records designed to ensure that virtual assets held on behalf of Users are identifiable and attributable to the relevant User. The User acknowledges that, due to the nature of blockchain networks and trading infrastructure, virtual assets may not at all times be held in a static wallet address exclusively associated with the User, and that movements of assets may occur for execution, settlement, liquidity management, security or operational purposes. Nothing in this Agreement shall be construed as creating a partnership, joint venture or fiduciary relationship between the Parties beyond the contractual custody obligations expressly set out herein.

2.8. Where fiat funds are received from or on behalf of the User in connection with the Services, the Company shall hold such funds in bank accounts maintained separately from the Company’s own operational funds. The User acknowledges that fiat funds may be transferred to: (i) banking partners; (ii) liquidity providers; and/or (iii) settlement counterparties, where required for the execution or settlement of transactions. The Company shall maintain appropriate internal records reflecting the fiat balances attributable to each User.

2.9. The User shall designate authorised persons who are permitted to act on its behalf in connection with the Services. The User may specify different levels of authority, including (i) full authority to trade, transfer assets and whitelist withdrawal addresses or bank accounts; (ii) authority to trade and initiate transfers subject to any additional approval requirements specified by the User; and (iii) view-only access for monitoring and reporting purposes. The Company shall be entitled to rely on the most recent authorisation form or written instructions provided by the User and shall not be liable for acting on instructions reasonably believed to have been given by an authorised person.

2.10. The Company operates a relationship-based onboarding model. Access to the Services is granted only after the User has received written confirmation from the Company that the onboarding process has been completed.

3.1. The User represents and warrants that: (i) where the User is a legal person, it is duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation; (ii) where the User is a natural person, it has full legal capacity to enter into this Agreement; (iii) it has full power and authority to execute and perform its obligations under this Agreement; and (iv) this Agreement constitutes valid and binding obligations enforceable against it in accordance with its terms.

3.2. The User further represents and warrants that: (i) all information, documentation and declarations provided to the Company during onboarding and throughout the duration of this Agreement are true, accurate and complete in all material respects; (ii) it shall promptly notify the Company of any change to such information; and (iii) it shall provide any additional information reasonably requested by the Company for regulatory, compliance, risk management or operational purposes.

3.3. The Company reserves the right to restrict, suspend or terminate the User’s access to the Services where: (i) the User fails to provide information required for customer due diligence or ongoing monitoring; (ii) the Company is unable to satisfy its obligations under applicable laws and regulations, including anti-money laundering, counter-terrorist financing and sanctions requirements; (iii) the User is in breach of this Agreement; or (iv) the Company reasonably determines that continued provision of the Services may expose it to legal, regulatory or reputational risk.

3.4. Where the Company is unable to obtain or verify information required to satisfy applicable customer due diligence requirements, the Company shall not open an Account, commence a business relationship, perform a transaction, or may terminate the business relationship, as applicable. The User acknowledges that the Company may be required to file a report with a competent authority where it forms a suspicion in accordance with applicable law.

3.5. The Services are not available to any person or entity that: (i) is located in, incorporated in, or resident of a jurisdiction subject to comprehensive sanctions or embargoes imposed by the Cayman Islands, the United Nations, the United Kingdom, the United States or the European Union; (ii) is identified on any applicable sanctions list; or (iii) is otherwise prohibited from receiving the Services under applicable law. The User represents and warrants that it does not fall within any such category and undertakes to notify the Company immediately if its status changes.

3.6. The User acknowledges that access to the Services may be restricted or unavailable in certain jurisdictions due to legal or regulatory constraints. The Company does not represent that the Services are appropriate or available in any specific jurisdiction, and the User is solely responsible for ensuring that its use of the Services complies with the laws applicable to it.

3.7. The Company may, from time to time, suspend or limit the availability of the Services for operational, security, maintenance or regulatory reasons. The Company shall use reasonable efforts to provide advance notice of any planned suspension, where practicable, but shall not be liable for any loss arising from temporary unavailability of the Services where such suspension is necessary for compliance, security or risk mitigation purposes.

4.1. The Company is not a broker, intermediary, agent, or advisor and has no obligation to the User in connection with any decisions or activities affected by the User’s use of the Services. No communication or information provided to the User by the Company is intended as, or shall be considered or construed as, investment advice, financial advice, trading advice, or any other sort of advice. The contents of the Sites should not be used as a basis for making decisions and is not intended, as an attempt to market or promote any type of fiduciary action.

5.1. In using the Services, the User acknowledges and accepts that the Services involve significant risks. These risks include, without limitation: (i) extreme market volatility and rapid price fluctuations in virtual assets; (ii) potential illiquidity or inability to execute transactions at desired prices; (iii) the irreversible nature of virtual asset transfers and the risk of loss arising from incorrect wallet addresses or payment details; (iv) operational risks, including system failures, cyber incidents, security breaches or technological vulnerabilities; (v) risks associated with third-party exchanges, liquidity providers, banking partners and other service providers; (vi) protocol-related risks, including forks, bugs, network congestion or consensus failures; and (vii) legal and regulatory changes that may adversely affect the availability, value or transferability of virtual assets.

5.2. The User acknowledges that virtual assets are not legal tender and are not backed by any government or central bank. The User further acknowledges that virtual assets and fiat funds held in connection with the Services are not protected by any deposit protection, investor compensation or similar statutory protection scheme in the Cayman Islands.

5.3. The Company shall provide the User with written confirmation upon execution of each transaction, which shall include relevant transaction details, including where applicable: (i) the type of transaction; (ii) the assets involved; (iii) the amount or quantity; (iv) the price or exchange rate; (v) applicable fees, spreads or charges; and (vi) the date and time of execution. Such confirmation may be provided through the trading portal, secure electronic communication or other auditable electronic means.

5.4. The Company shall disclose to the User, in clear and plain language, all commissions, fees, spreads, charges and other costs applicable to the Services. The User acknowledges that fees may vary depending on the nature of the transaction and the agreed commercial terms, and that such fees shall be communicated prior to execution in accordance with Clause 2 of this Agreement.

5.5. The Company maintains internal safeguards and control measures designed to mitigate operational and security risks associated with the Services. Such safeguards may include, without limitation: (i) access controls and authorisation protocols; (ii) internal approval processes; (iii) monitoring and risk management procedures; and (iv) security measures designed to protect virtual assets and systems. The User acknowledges that no system or control framework can eliminate all risks and that the Company does not guarantee uninterrupted or error-free operation of the Services. Where applicable, the Company’s safeguards include (i) the methods of access to virtual assets held (including key management and access-control measures); and (ii) any arrangements maintained for the protection of such assets, as further described in the custody documentation and/or other relevant documents provided to the User.

5.6. In connection with virtual asset transfers, the Company shall collect and maintain information relating to the originator and beneficiary of such transfers as required by applicable law. The Company may: (i) verify originator information prior to execution where required; (ii) transmit required information to beneficiary service providers or competent authorities; and (iii) retain complete transfer records for the period required by law. The Company shall not execute a transfer where it is unable to collect and maintain the required originator and beneficiary information.

5.7. The Company may be required to provide information relating to the User or any transaction to competent authorities upon request in accordance with applicable law. The User acknowledges that, in certain circumstances, the Company may be prohibited from disclosing to the User that such information has been requested or provided, where such disclosure would be unlawful or would prejudice an investigation.

5.8. The User confirms that it has read and understood this Clause 5 and has independently assessed the risks associated with the Services. By entering into this Agreement and using the Services, the User acknowledges that it is capable of bearing the economic risks associated with virtual asset transactions and that it is entering into this Agreement on the basis of its own judgment and assessment.

6.1. All Users should refer to the Company’s Privacy Policy for information about how the Company collects, uses, and shares the User’s information. Any significant updates or changes to the Privacy Policy will be brought to the attention of the User. The Parties hereby agree that the Privacy Policy forms an integral part of this Agreement.

7.1. This Agreement constitutes the written client agreement between the Parties for the purposes of applicable Cayman Islands law and regulatory requirements. The Parties acknowledge and agree that the Company will not provide any of the Services to the User unless and until a written client agreement has been executed and is in force, and the User has been provided with a copy of the executed agreement.

7.2. The Parties agree that the contractual documentation governing the Services includes, where applicable, (i) Appendix A (Custody Agreement), which shall be executed by the Parties where the Company provides virtual asset custody services to the User; (ii) an authorisation form or letter of authority specifying authorised persons and approval requirements; (iii) fee terms, fee schedules or other commercial terms; (iv) the Privacy Policy; and (v) any additional risk disclosures, policies or notices that the Company is required to provide to the User under applicable law.

7.3. The User acknowledges that the provision of the Services is materially connected to third-party arrangements. Such arrangements may include, where applicable: (i) third-party exchanges, brokers and liquidity providers used for execution, hedging and/or settlement; (ii) banking, payment and settlement providers used for receiving, holding and transferring fiat funds; (iii) technology and infrastructure providers used to operate the trading portal, custody systems and communications channels; and (iv) compliance, screening, monitoring and travel rule solutions. The categories of such arrangements and, where appropriate, the relevant counterparties, shall be communicated to the User in writing in the onboarding pack and may be updated from time to time where there is a material change, with notice to the User.

7.4. In the event of any conflict or inconsistency between documents forming part of the contractual framework between the Parties, the following order of precedence shall apply, unless expressly agreed otherwise in writing: (i) any signed commercial terms or fee schedule, but only in relation to fees, settlement mechanics and pricing arrangements; (ii) any custody agreement or custody annex, but only in relation to custody and safeguarding matters; and (iii) this Agreement, in relation to all other matters.

7.5. This Agreement may be executed in counterparts and may be signed by wet ink signature or by valid electronic signature. The Company may accept other forms of written acceptance by a mechanism expressly approved by the Company in writing, provided that the Company is satisfied that the person accepting is duly authorised to bind the User.

7.6. The User acknowledges that the Company may retain records of executed agreements, onboarding documentation, instructions, communications, account files, business correspondence, transaction confirmations and results of analysis for compliance, audit, dispute resolution and regulatory purposes. Such records shall be retained for at least five years following the termination of the business relationship or after the date of the one-off transaction, as applicable, and may be required to be produced to competent authorities without delay upon request.

8.1. The User may request transfers of virtual assets and, where applicable, fiat funds in connection with the Services. The Company shall only process transfer requests that are submitted through authorised communication channels by authorised persons acting on behalf of the User in accordance with Clause 2.10 of this Agreement and any applicable authorisation form.

8.2. The User shall be responsible for ensuring that all transfer instructions are complete, accurate and lawful. The User acknowledges that virtual asset transfers are generally irreversible once broadcast to the relevant blockchain network and that the Company shall not be responsible for any loss arising from incorrect wallet addresses, incorrect network selection, incorrect beneficiary details, or any other error or omission in the User’s instructions.

8.3. The Company may require the User to designate and maintain a list of approved withdrawal wallet addresses and, where applicable, approved bank accounts for fiat transfers. The Company may apply whitelisting controls and may refuse, delay or require additional verification for transfers to addresses or accounts that are not whitelisted, that have been recently added, or that present heightened risk in accordance with the Company’s internal controls and regulatory obligations.

8.4. The Company may implement additional security and authorisation requirements for transfers, including where the User requests dual or multi-level approvals. Where such approval requirements are in place, the Company shall be entitled to rely on the approval workflow and shall not process the relevant transfer unless the required approvals have been received in accordance with the User’s documented authorisation instructions.

8.5. The Company may refuse, delay, suspend or reverse (to the extent technically possible) any transfer where: (i) the Company reasonably suspects that the transfer may involve or facilitate financial crime, sanctions breaches or prohibited activity; (ii) the Company is unable to complete required customer due diligence, ongoing monitoring or risk assessments; (iii) the Company is required to do so under applicable law or a request from a competent authority; (iv) the transfer destination is associated with heightened risk, including where a beneficiary wallet address or bank account cannot be satisfactorily verified; or (v) processing the transfer would, in the Company’s reasonable opinion, expose the Company to legal, regulatory or operational risk.

8.6. The User acknowledges that, in connection with virtual asset transfers, the Company is required to collect and record information relating to the originator and beneficiary of such transfers, and the User undertakes to provide the Company with all information reasonably required for compliance, including, where applicable, (i) identifying information of the originator and beneficiary; (ii) details of originator and beneficiary virtual asset service providers, where relevant; and (iii) supporting information required for verification and screening. The Company shall, before conducting a transfer, verify originator information where required, and shall provide the required originator and beneficiary information to the beneficiary virtual asset service provider or obliged entity simultaneously or concurrently with the transfer, using an appropriate system.

8.7. The Company shall not execute any transfer of virtual assets where it is unable to collect and maintain the required information on the originator and beneficiary as required under applicable law, and the User acknowledges that this may result in transfers being delayed, rejected or subject to additional verification measures.

8.8. The Company shall keep records of complete information on the originator and beneficiary which accompanies each transfer of virtual assets for at least five years, and the User acknowledges that such records may be provided to competent authorities upon lawful request.

8.9. The User acknowledges that transfers may be subject to cut-offs, processing times, banking partner timelines, blockchain network congestion, third-party service provider availability and other factors outside the Company’s control. The Company shall use reasonable efforts to process transfers promptly in accordance with the User’s instructions and applicable law but does not guarantee that a transfer will be completed within a specific timeframe.

8.10. The Company may require the User to provide supporting documentation or additional information in respect of a transfer, including where the Company considers this necessary for compliance with applicable law, internal risk management, source of funds verification or transaction monitoring. The User undertakes to provide such information promptly and acknowledges that failure to do so may result in the transfer being delayed, rejected, suspended or reported to a competent authority where required by law.

8.11. The User acknowledges that the Company may be required to produce information, records or documentation relating to transfers to CIMA or other competent authorities upon request, and that the Company may be prohibited from notifying the User of such requests where disclosure would be unlawful or would prejudice an investigation. Where requested by CIMA or any competent authority, information relating to the originator and beneficiary of transfers shall be made available through the Company’s registered office and, where requested, provided within forty-eight hours of receipt of the request.

9.1. The User agrees to pay all applicable fees, spreads, commissions and charges applicable to the Services as agreed in writing between the Parties. Such fees may include, without limitation: (i) exchange spreads; (ii) commissions (if applicable); (iii) transfer fees (if applicable); in connection with the execution or settlement of a transaction.

9.2. The Company shall disclose the applicable price and fees prior to execution in accordance with Clause 2 of this Agreement, and the User shall be under no obligation to proceed with a transaction unless it accepts the quoted terms.

9.3. Unless otherwise agreed in writing, all transactions are settled on a delivery versus payment or pre-funded basis. The Company may require the User to deposit sufficient virtual assets or fiat funds prior to execution of a transaction. The User acknowledges that the Company may, in certain circumstances, pre-fund transactions with liquidity providers or counterparties and that such pre-funding arrangements may require the Company to hold or transfer User assets temporarily in accordance with Clause 2 of this Agreement.

9.4. The User shall ensure that sufficient balances are maintained in its Account to settle transactions, fees and any other amounts due under this Agreement. Where insufficient balances are available, the Company may: (i) refuse to execute the transaction; (ii) cancel the transaction where not yet executed; (iii) set off any amounts owed by the User against any balances held for the User; and/or (iv) take such other action as may be reasonably necessary to mitigate loss, subject to applicable law.

9.5. The Company may deduct applicable fees, charges and costs directly from the User’s virtual asset or fiat balances, unless otherwise agreed in writing. The User authorises the Company to make such deductions and acknowledges that balances reflected in the Account shall be net of any applicable fees and charges.

9.6. All amounts due under this Agreement shall be paid in the currency specified in the relevant transaction confirmation or fee schedule. Where currency conversion is required for the purpose of settlement or fee deduction, the Company may apply a conversion rate determined in accordance with its internal pricing methodology and shall disclose the relevant rate where applicable.

9.7. The Company shall maintain records of transactions, fees and balances attributable to each User and shall make available account statements or transaction histories through the trading portal or other agreed communication channel. The User is responsible for reviewing such statements promptly and notifying the Company without undue delay of any discrepancy.

9.8. Unless otherwise agreed in writing, the Company shall not be obliged to pay interest on virtual asset or fiat balances held in connection with the Services. Any entitlement to interest, yield or similar return shall only arise where expressly agreed in writing between the Parties.

9.9. Unless expressly agreed in writing between the Parties (including in Appendix A (Custody Agreement) and/or written instructions from an authorised person), the Company does not provide staking or yield services and is not obliged to take any action to claim, collect, facilitate, support, allocate or pass through any economic, governance or similar benefits that may arise in connection with virtual assets held or processed in connection with the Services. Such benefits may include, without limitation: (i) staking rewards or other protocol incentives; (ii) airdrops; (iii) assets arising from forks, splits or similar protocol events; and (iv) governance, voting or participation rights. Where the Parties expressly agree that any such benefit will be claimed, supported or allocated, the Company shall apply the agreed treatment and the User hereby provides its consent to such treatment as documented in the relevant written agreement or instruction. The User acknowledges that where benefits are not supported or where the User has not provided the required instructions or consent, such benefits may not be received, credited or recoverable.

10.1. The Company shall implement and maintain internal safeguards, policies and procedures designed to protect virtual assets and fiat funds held in connection with the Services. Such safeguards may include, without limitation: (i) access controls and authentication mechanisms; (ii) internal approval and segregation of duties processes; (iii) transaction monitoring and risk management systems; and (iv) security controls intended to mitigate unauthorised access, cyber threats and operational failures. The User acknowledges that no security framework can eliminate all risks and that the Company does not guarantee absolute protection against loss, theft, hacking or other security incidents.

10.2. The Company shall not encumber, pledge, charge or otherwise create a security interest over virtual assets held on behalf of the User unless expressly agreed in writing with the beneficial owner of such assets or required by applicable law. Nothing in this Agreement shall be construed as granting the Company any proprietary interest in the User’s virtual assets, except as may arise in connection with agreed fees, charges or lawful set-off rights.

10.3. The User is responsible for maintaining the security and confidentiality of its Account credentials, authentication devices and access methods. The User shall ensure that: (i) login details are kept secure and not disclosed to unauthorised persons; (ii) authorised persons use secure communication practices; and (iii) any suspected compromise, unauthorised access or security incident is notified to the Company without undue delay.

10.4. The Company may suspend access to the Account, restrict transfers or implement additional verification measures where it reasonably believes that: (i) the security of the Account may have been compromised; (ii) unauthorised access or fraudulent activity may have occurred; or (iii) such action is necessary to comply with applicable law or to protect the integrity of the Services.

10.5. The User shall use the Services in compliance with applicable law and shall not engage in, facilitate or permit any activity that: (i) involves fraud, money laundering, terrorist financing, sanctions breaches or other unlawful conduct; (ii) infringes the rights of third parties; or (iii) interferes with, disrupts or attempts to gain unauthorised access to the Company’s systems, infrastructure or third-party service providers.

10.6. The User shall ensure that all virtual assets and fiat funds transferred to the Company in connection with the Services are not derived from, and are not connected with, any unlawful activity. The User shall provide such information and documentation as the Company may reasonably request in order to verify the source of funds, source of wealth or legitimacy of transactions, and acknowledges that failure to do so may result in suspension, rejection of transactions or termination of this Agreement.

10.7. In the event of a security incident affecting the Company’s systems or assets held in connection with the Services, the Company shall take reasonable steps to investigate and mitigate the impact of the incident in accordance with its internal procedures and applicable law. The User acknowledges that the Company may be required to report certain incidents to competent authorities and may be restricted from disclosing certain information where required by law.

10.8. Where the Company provides virtual asset custody services, the Company shall ensure that the User’s virtual assets are clearly identified and segregated from (i) the proprietary assets of the Company; and (ii) the assets of the Company’s group entities, including through clear operational and legal separation and through the Company’s books and records and custody control framework.

10.9. Where the Company holds virtual assets and/or fiat funds belonging to the User in connection with custody services, the Company shall maintain arrangements designed to ensure that such assets are protected from third-party creditors of the Company, in accordance with applicable law and regulatory requirements.

10.10. Where the Company holds User funds on behalf of Users, the Company shall ensure that such User funds are clearly segregated in compliance with the relevant requirements under the Virtual Asset (Service Providers) Act and applicable regulatory measures, including by holding such funds in accounts maintained separately from the Company’s own operational funds and by maintaining clear internal records attributing balances to the relevant User.

10.11. Where custody of the User’s virtual assets is outsourced or otherwise arranged to be held with a third party (including on a third-party venue or wallet infrastructure), the Company shall ensure that such third party is, at all times, in compliance with the relevant requirements under the Virtual Asset (Service Providers) Act, applicable regulatory measures and any other applicable requirements, and the Company shall remain responsible to the User for the Services in accordance with this Agreement, subject to applicable law.

10.12. Where applicable having regard to the products and services offered and the Company’s scale of operations, the Company shall maintain protections to the satisfaction of CIMA, including, where applicable, cover relating to (i) professional liability of senior officers; (ii) theft or loss of User assets held in custody; (iii) business interruption; and (iv) cyber security.

10.13. Where the Company provides virtual asset custody services, the Company maintains a custody policy with internal rules and procedures to ensure the safekeeping and control of virtual assets in its custody, as well as the means of access to them, and the Company shall make a summary of the relevant custody controls available to the User upon request or as otherwise provided in custody documentation.

10.14. Where the Company provides virtual asset custody services, the Company shall provide the User with clear and accurate information on the storage methods used for the User’s virtual assets, which may include a combination of (i) cold storage; (ii) hot wallet arrangements; and/or (iii) other storage architectures used by the Company or a permitted third party.

10.15. Where a breach or unauthorised access affects custody systems or the User’s virtual assets held in custody, the Company shall, where permitted by applicable law and without prejudicing any investigation, notify affected Users without undue delay and provide such information as is reasonably appropriate in the circumstances.

11.1. The User shall not use the Services for any unlawful, fraudulent or improper purpose. Without limiting the generality of the foregoing, the User shall not: (i) use the Services in a manner that breaches any applicable law, regulation or sanctions regime; (ii) engage in money laundering, terrorist financing, proliferation financing or any other financial crime; (iii) provide false, misleading or inaccurate information to the Company; or (iv) act on behalf of any undisclosed principal or third party without the Company’s prior written consent.

11.2. The User shall not: (i) attempt to gain unauthorised access to the Company’s systems, networks, portal or infrastructure; (ii) introduce malware, viruses, harmful code or any material intended to disrupt, damage or impair the Services; (iii) interfere with or disrupt the integrity or performance of the Services; or (iv) use automated systems, scripts or bots in a manner that may adversely affect the Company’s systems or other users, unless expressly authorised in writing.

11.3. The User shall not use the Services in connection with any activity that the Company reasonably considers to be high risk or prohibited, including, without limitation: (i) transactions involving sanctioned persons or jurisdictions; (ii) transactions linked to darknet markets, ransomware, scams or other illicit activity; (iii) attempts to circumvent transaction monitoring, whitelisting or compliance controls; or (iv) structuring transactions to evade reporting or verification requirements.

11.4. The Company reserves the right to investigate any suspected breach of this Clause 11 and to take such action as it considers appropriate, including: (i) suspending or restricting access to the Services; (ii) delaying or rejecting transactions; (iii) terminating this Agreement; and/or (iv) reporting the matter to competent authorities, where required or permitted by applicable law.

11.5. The User acknowledges that the Company may monitor use of the Services for the purposes of compliance, security and risk management. Such monitoring shall be carried out in accordance with applicable law and the Company’s Privacy Policy.

12.1. The Company may suspend, restrict or terminate the provision of all or part of the Services with immediate effect where: (i) the User is in material breach of this Agreement; (ii) the Company is unable to satisfy its legal or regulatory obligations in respect of the User; (iii) the Company reasonably suspects that the Account or any transaction involves unlawful activity or presents material legal, regulatory or reputational risk; (iv) required customer due diligence or ongoing monitoring requirements cannot be satisfied; or (v) the Company is required to do so by a competent authority or applicable law. Where the Company is unable to obtain information required to satisfy applicable customer due diligence measures, the Company shall not open the Account, commence the business relationship or perform the transaction, and where applicable shall terminate the business relationship, and may consider making any report required by applicable law.

12.2. The User may terminate this Agreement at any time by providing written notice to the Company, provided that: (i) all outstanding transactions have been settled; (ii) all fees, charges and other amounts due to the Company have been paid in full; and (iii) any virtual assets or fiat balances have been withdrawn or otherwise transferred in accordance with the Company’s procedures and applicable law.

12.3. Upon termination of this Agreement for any reason: (i) the User’s right to access and use the Services shall cease; (ii) any outstanding obligations of the User, including payment obligations, shall remain in force; and (iii) the Company may retain such records and information as required for compliance with applicable law.

12.4. The Company may, following suspension or termination, take reasonable steps to return any remaining virtual assets or fiat balances to the User, subject to: (i) completion of any required compliance or verification procedures; (ii) satisfaction of any outstanding fees, charges or lawful set-off rights; and (iii) any legal or regulatory restrictions applicable at the time of termination.

12.5. Termination or suspension of this Agreement shall not affect any rights, remedies, obligations or liabilities of either Party that have accrued prior to the effective date of termination, including any right of the Company to report suspicious activity or to comply with lawful requests from competent authorities.

12.6. The Company shall not be liable to the User for any loss arising solely from the suspension or termination of the Services where such suspension or termination is effected in accordance with this Clause 12 and applicable law.

12.7. If the User does not use any of the Services for a consecutive period of 12 months, the Company reserves the right to terminate the business relationship without notice.

13.1. The User may submit a complaint to the Company in writing using the contact details communicated during onboarding or through any official communication channel designated by the Company. The complaint should include sufficient detail to enable the Company to identify the Account and the nature of the issue.

13.2. Upon receipt of a complaint, the Company shall, without delay, acknowledge the complaint in writing and inform the complainant that it is being considered.

13.3. The Company shall provide the User with a written response setting out the outcome of its investigation and, where applicable, the reasons for its decision, within fifteen (15) business days of receipt of the complaint. Where the Company is unable to provide a final response within this timeframe, it shall inform the User of the reasons for the delay and provide an indicative timeframe for completion. The User may request an update on the status of a complaint at any time, and the Company shall respond to such request within five business days.

13.4. The Company shall maintain a log of User complaints and resolutions for operational risk management purposes, which shall be made available to CIMA upon request, and which shall include (i) details of each complaint; (ii) the date received; (iii) the response and actions taken; (iv) the status of the complaint (resolved or unresolved); and (v) the date resolved.

13.5. The Company shall not impose any fee or charge on the User for the submission, handling or investigation of a complaint.

13.6. If the User remains dissatisfied with the outcome of the complaint, the User may refer the matter to the Cayman Islands Monetary Authority or seek relief before a court of competent jurisdiction in accordance with the governing law and jurisdiction provisions of this Agreement. Nothing in this Clause 13 shall limit either Party’s right to pursue legal remedies available under applicable law.

13.7. The Company shall report to CIMA any complaint, or set of complaints, that represents a material risk to Users or is indicative of a material failure of the Company’s control environment. The Company shall retain records of complaints (including the complaints log, related correspondence, investigation notes and outcomes) for at least five years from the date the complaint is closed, and more complex complaints shall be retained for at least seven years from the date the complaint is closed.

14.1. To the maximum extent permitted by applicable law, the Company shall not be liable to the User for any indirect, incidental, special, consequential or punitive losses, including, without limitation, loss of profits, loss of business, loss of opportunity, loss of goodwill or loss of anticipated savings, arising out of or in connection with the Services or this Agreement, whether arising in contract, tort, negligence or otherwise.

14.2. The Company shall not be liable for any loss arising from: (i) market volatility or fluctuations in the value of virtual assets; (ii) delays, failures or disruptions caused by blockchain networks, third-party exchanges, liquidity providers, banking partners or other third-party service providers; (iii) incorrect, incomplete or fraudulent instructions provided by the User or its authorised persons; (iv) security breaches or unauthorised access resulting from the User’s failure to safeguard Account credentials; or (v) suspension or restriction of the Services in accordance with this Agreement and applicable law.

14.3. Nothing in this Agreement shall exclude or limit the Company’s liability for fraud, wilful misconduct, gross negligence, or any liability which cannot be excluded or limited under applicable law.

14.4. The User agrees to indemnify and hold harmless the Company, its directors, officers, employees and agents from and against any losses, liabilities, claims, damages, costs or expenses arising out of or in connection with: (i) the User’s breach of this Agreement; (ii) the User’s use of the Services in violation of applicable law; (iii) any false, misleading or inaccurate information provided by the User; or (iv) any claim brought by a third party arising from the User’s acts or omissions in connection with the Services.

14.5. The total aggregate liability of the Company to the User in respect of all claims arising under or in connection with this Agreement shall not exceed the total fees paid by the User to the Company in the twelve (12) months preceding the event giving rise to the claim or one hundred thousand USD Dollars (100,000), except where such limitation is not permitted under applicable law. For the avoidance of doubt, this limitation shall not apply to liability arising from fraud, wilful misconduct or gross negligence, or to any liability which cannot be excluded or limited under applicable law.

15.1. A person (natural or legal) who is not a Party to this Agreement has no right to enforce or to enjoy the benefit of any term of provision stipulated herein.

16.1. The Company shall provide the User with prior written disclosure of any amendments it intends to make to this Agreement, including (i) the manner in which amendments can be made; and (ii) any associated or indirect costs. The User shall be given a reasonable opportunity to accept, reject, or terminate this Agreement without any penalties, other than the settlement of any outstanding obligations or liabilities under this Agreement. Where the User rejects an amendment, the User may terminate this Agreement by written notice effective before the amendment takes effect, subject to settlement of outstanding obligations. Where the User continues to use the Services after the effective date of an amendment and after being given a reasonable opportunity to terminate, such continued use constitutes acceptance of the amended terms.

17.1. This Agreement, including all amendments, supplements, modifications, waivers and consents relating thereto, and all rights and obligations hereunder, including matters of validity and performance shall be deemed to have been made in the Cayman Islands, and the construction, validity, performance and enforcement of this Agreement shall be governed in all respects exclusively in accordance with the laws of the Cayman Islands, without giving effect to its conflicts of law provisions.

17.2. Any notice or communication required or permitted to be given under this Agreement shall be in writing and shall be delivered: (i) by electronic mail to the address associated with the User’s Account or to the Company’s designated contact address; (ii) through the trading portal or other secure electronic communication channel approved by the Company; or (iii) by courier or registered post to the registered address of the relevant Party. Notices shall be deemed received on the date of transmission where sent electronically, provided no delivery failure notification is received, or on the date of delivery where sent by courier or registered post.

17.3. If any provision of this Agreement is held to be invalid, illegal or unenforceable under applicable law, such provision shall be deemed severed to the extent necessary, and the remaining provisions shall remain in full force and effect.

17.4. The failure or delay of either Party to exercise any right or remedy under this Agreement shall not constitute a waiver of such right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

1.1. The Company is appointed as custodian to provide custody and safekeeping of the User’s virtual assets in accordance with this Custody Agreement and the Agreement. The Company shall hold and safeguard, or procure the holding and safeguarding of, the User’s virtual assets in a secure manner and shall maintain complete and accurate books and records designed to ensure that all virtual assets held in custody are clearly identifiable and attributable to the User at all times.

1.2. The User acknowledges and agrees that the Company may hold the User’s virtual assets using (i) wallet structures established for the User and/or (ii) omnibus wallet structures with individual User attribution maintained through the Company’s internal ledger and custody control framework, provided that in each case the Company’s records clearly identify the User’s entitlement to the relevant virtual assets. The Company may, where operationally necessary to provide the Services, move virtual assets between wallets or accounts under its control and, where applicable, to approved third parties used for execution, settlement or liquidity management, including in circumstances where pre-funding is required, and any such movement shall not, of itself, change the User’s recorded entitlement as reflected in the Company’s books and records.

1.3. The Company shall ensure that the User’s virtual assets held in custody are clearly identified and segregated from (i) the proprietary assets of the Company; and (ii) the assets of the Company’s group entities and shall not treat User assets as assets available for the Company’s own account or for the account of any group entity. The Company shall maintain arrangements to protect the User’s virtual assets held in custody from third-party creditors of the Company, in accordance with applicable law and regulatory requirements.

1.4. The Company shall not encumber, pledge, charge or otherwise create a security interest over the User’s virtual assets held in custody unless the beneficial owner has expressly agreed to such encumbrance in writing or such encumbrance is required by applicable law.

1.5. Where custody of the User’s virtual assets is outsourced or otherwise arranged to be held with a third party (including on a third-party venue or custody infrastructure), the Company shall ensure that such third party is, at all times, compliant with the Virtual Asset (Service Providers) Act and applicable regulatory measures, and the Company shall remain responsible to the User for the custody services under this Custody Agreement, subject to applicable law.

2.1. The Company shall accept custody-related instructions, including instructions to withdraw, transfer or otherwise move virtual assets held in custody, only: (i) through authorised communication channels; and (ii) from authorised persons acting on behalf of the User in accordance with the Agreement and the applicable authorisation form or letter of authority. The Company may rely on any instruction it reasonably believes to have been given by an authorised person and may refuse to act on instructions that are unclear, incomplete, inconsistent, unauthorised or suspected to be fraudulent or non-compliant with applicable law.

2.2. The User may be required to implement wallet address whitelisting, and the Company may apply withdrawal controls and approval workflows, including dual or multi-level approvals, as specified by the User in writing or as made available through the trading portal. The Company may refuse, delay or require additional verification for a withdrawal instruction that (i) relates to a non-whitelisted address; (ii) has been submitted without the required approvals; (iii) requests a change to an approved address or bank account; or (iv) presents heightened compliance or security risk.

2.3. The User shall ensure that all withdrawal and transfer instructions are complete and accurate, including correct wallet address, network selection and beneficiary details. The User acknowledges that virtual asset transfers are generally irreversible once broadcast to the relevant blockchain network and that the Company shall not be responsible for losses arising from incorrect addresses, incorrect network selection, incorrect beneficiary details or other errors in the User’s instructions.

2.4. The Company may refuse, delay, suspend or cancel any withdrawal or transfer from custody where required by applicable law or where the Company reasonably considers this necessary in order to comply with its regulatory and compliance obligations, including sanctions screening, transaction monitoring, travel rule compliance and anti-money laundering requirements, and the User acknowledges that the Company may be prohibited from providing reasons in certain circumstances where disclosure would be unlawful or would prejudice an investigation.

3.1. Where the User requests a withdrawal or transfer of virtual assets from custody, the Company shall collect and record information relating to the originator and beneficiary of the transfer as required by applicable law. The User undertakes to provide the Company with all information reasonably required for compliance, including, where applicable: (i) identifying information of the originator and beneficiary; (ii) details of the originator and beneficiary virtual asset service providers, where relevant; and (iii) any supporting information required for verification, screening and monitoring.

3.2. The Company shall, before conducting a transfer, verify originator information where required, and shall provide the required originator and beneficiary information simultaneously or concurrently with the transfer using an appropriate system. The Company shall not execute any transfer of virtual assets where it is unable to collect and maintain the required information on the originator and beneficiary as required under applicable law.

3.3. The Company shall retain complete records of originator and beneficiary information and supporting transfer data for each transfer of virtual assets for at least five years and the User acknowledges that such records may be produced to competent authorities upon lawful request and where required shall be made available through the Company’s registered office within the applicable statutory timelines.

4.1. The Company maintains internal safeguards and control measures designed to mitigate operational and security risks associated with custody services, including, without limitation: (i) access controls and authentication mechanisms; (ii) internal approval and segregation of duties processes; (iii) monitoring and risk management procedures; and (iv) security controls intended to mitigate unauthorised access, cyber threats and operational failures. The User acknowledges that no safeguard framework can eliminate all risks and that the Company does not guarantee uninterrupted or error-free custody services.

4.2. The Company shall provide the User with clear and accurate information on the storage methods used for the User’s virtual assets held in custody. Such information may include, at a high level, the use of (i) cold storage; (ii) hot wallet arrangements; and/or (iii) other storage architectures used by the Company or a permitted third party, and the Company may update such information from time to time to reflect changes to its custody model.

4.3. Where applicable, the Company’s safeguards include the methods of access to virtual assets held, including key management, access-control measures and operational approvals. The Company maintains a custody policy with internal rules and procedures for the safekeeping and control of virtual assets in custody and the means of access to them, and a summary of the relevant custody controls shall be made available to the User upon request or as otherwise provided in custody documentation.

4.4. Where applicable having regard to the products and services offered and the Company’s scale of operations, the Company shall maintain protections to the satisfaction of CIMA.

5.1. Unless expressly agreed in writing between the Parties, the Company does not provide staking or yield services and is not obliged to take any action to claim, collect, facilitate, support, allocate or pass through any economic, governance or similar benefits that may arise in connection with virtual assets held in custody. Such benefits may include, without limitation: (i) staking rewards or other protocol incentives; (ii) airdrops; (iii) assets arising from forks, splits or similar protocol events; and (iv) governance, voting or participation rights.

5.2. Where the Parties expressly agree that any such benefit will be claimed, supported or allocated, the Company shall apply the agreed treatment, and the User hereby provides its consent to such treatment as documented in the relevant written agreement or instruction. The User acknowledges that where benefits are not supported or where the User has not provided the required instructions or consent, such benefits may not be received, credited or recoverable.

6.1. The Company may suspend access to custody services, restrict withdrawals or implement additional verification measures where it reasonably believes that (i) the security of custody systems or the User’s Account may have been compromised; (ii) unauthorised access, fraudulent activity or a security incident may have occurred; or (iii) such action is necessary to comply with applicable law or to protect the integrity of custody services and the Company’s control environment.

6.2. Where a breach or unauthorised access affects custody systems or the User’s virtual assets held in custody, the Company shall, where permitted by applicable law and without prejudicing any investigation, notify affected Users without undue delay and provide such information as is reasonably appropriate in the circumstances.

7.1. This Custody Agreement shall terminate upon termination of the Agreement, unless otherwise agreed in writing. Upon termination, the Company shall, subject to applicable law and completion of any required compliance or verification procedures, take reasonable steps to facilitate the return or transfer of the User’s virtual assets held in custody to the User or to a destination wallet address validly instructed by the User in accordance with the Agreement.

7.2. The Company may refuse, delay or restrict the return or transfer of virtual assets where required by applicable law or where the Company is unable to complete required compliance checks, including where required originator or beneficiary information is missing or incomplete, or where the Company reasonably considers such action necessary to mitigate legal, regulatory, compliance or security risk.

7.3. The User acknowledges that return or transfer of assets may be subject to blockchain network congestion, third-party service provider availability, and other factors outside the Company’s reasonable control, and the Company does not guarantee completion of a return or transfer within a specific timeframe.

7.4. If the User does not use any of the Services for a consecutive period of 12 months, the Company reserves the right to terminate the business relationship without notice.

8.1. Nothing in this Custody Agreement shall be construed as creating a partnership, joint venture or fiduciary relationship between the Parties beyond the contractual custody obligations expressly set out herein, and the Company does not provide investment advice, portfolio management, legal advice, tax advice or any fiduciary advisory service in connection with custody.

8.2. To the extent permitted by applicable law, the liability and indemnity provisions in the Agreement apply to this Custody Agreement as if fully set out herein. In the event of any conflict or inconsistency between the Agreement and this Custody Agreement, this Custody Agreement shall prevail in relation to custody and safeguarding matters only.

8.3. The Company shall retain records relating to custody and custody-related transfers for the period required under applicable law, and the User acknowledges that such records may be produced to competent authorities upon lawful request.

8.4. This Custody Agreement and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of the Cayman Islands, and the courts of the Cayman Islands shall have exclusive jurisdiction to settle any dispute arising out of or in connection with this Custody Agreement.