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Qovex OTC Terms

1. Acceptance of Qovex OTC Terms

By accessing and using the OTC services provided by Qovex (“OTC Services”) you agree to accept and comply with the terms and conditions stated below (“OTC Terms”). You further agree and understand that these OTC Terms are subject to the terms and conditions set forth in the Qovex Terms of Use. You should read the entire OTC Terms, together with the Qovex Terms of Use, carefully before accessing and using the OTC Services. In case of discrepancies between Qovex Terms of Use and these OTC Terms, these OTC Terms shall prevail. These OTC Terms govern your use of the OTC services provided by Qovex, which are described in greater detail herein. These OTC Terms are a prerequisite for your access to the OTC Services and you agree that you have read, understood, and accepted all of these OTC Terms contained herein.

As used in these OTC Terms, “Qovex” may refer to each of the following entities, its owners, directors, investors and employees:

  • Qovex Europe S.A., a payment institution authorized and regulated by the Luxembourg financial regulator, the Commission de Surveillance du Secteur Financier, registered with the Luxembourg Trade and Companies Register under the number B0196856, VAT number LU 27823117, with its registered address at 40, avenue Monterey, L-2163 Luxembourg, Grand Duchy of Luxembourg, and

  • Qovex Global Ltd, registered with the Registrar of Corporate Affairs in the British Virgin Islands with the registration number 2086429 and with registered office at Floor 4, Banco Popular Building, Road Town, Tortola VG1110, British Virgin Islands.

“Qovex” in each case refers to the entity which you are the customer of. Depending upon the context, “Qovex” may also refer to the services, products, website, content or other materials (collectively “Qovex Services”) provided by each respective entity listed above to you as its customer.

Depending on your place of residence, you may not be able to use OTC Services, or your use may be limited. It is your responsibility to follow the rules and regulations applicable in your place of residence and/or place from which you access OTC Services. As long as you agree to and comply with the present OTC Terms as well as the Qovex Terms of Use, Qovex grants you a personal, non-exclusive, non-transferable, non-sub licensable and limited right to enter the Qovex platform and use OTC Services.

Qovex reserves the right to change, add or remove parts of these OTC Terms at any time and at its sole discretion. You will be notified of any changes in advance through your Account. Upon such notification, it is your responsibility to review the amended OTC Terms. Your continued usage of OTC Services following the posting of a notice of changes to the OTC Terms signifies that you accept and agree to the changes, and that all subsequent actions by you will be subject to the amended OTC Terms.

All capitalized terms in these OTC Terms shall have the same meaning as ascribed to them in the relevant Qovex Terms of Use.

THIS OTC TERMS ARE A LEGAL CONTRACT BETWEEN YOU AND BITSTAMP. YOU SHOULD TREAT IT AS ANY OTHER LEGAL CONTRACT BY READING ITS PROVISIONS CAREFULLY, AS THEY WILL AFFECT YOUR LEGAL RIGHTS. BY USING THE OTC SERVICES IN ANY MANNER, YOU ARE DEEMED TO HAVE READ, UNDERSTOOD AND AGREED TO BE BOUND BY ALL OF THE TERMS CONTAINED IN THESE OTC TERMS. YOU MAY NOT PICK AND CHOOSE WHICH TERMS APPLY TO YOU. IF YOU DO NOT AGREE WITH ALL OF THE TERMS IN THESE OTC TERMS, YOU MUST CEASE ALL ACCESS AND USE OF THE OTC SERVICES. NOTHING IN THESE OTC TERMS IS INTENDED TO CREATE ANY ENFORCEMENT RIGHTS BY THIRD PARTIES. IF YOU DO NOT UNDERSTAND ALL OF THE TERMS AND CONDITIONS IN THESE OTC TERMS, YOU SHOULD CONSULT WITH A LAWYER BEFORE USING THE OTC SERVICES.

2. Qovex OTC Services in General

Qovex OTC Services are part of the Qovex platform that enables you to enter into over-the-counter Virtual Assets or Digital Assets purchase and sale transactions (“OTC Transaction”) without being subject to the trading rules of Qovex exchange and its central limit order book.

OTC Services are provided to you on a request for quote basis (“OTC RFQ”) through a third-party software provider by entering into a transaction with Qovex liquidity providers (“OTC Counterparty”). You can access the OTC Services through your Account within the Qovex platform (“OTC Interface”).

Qovex does not operate an OTC trading desk but is partnering up with OTC Counterparties to offer a self-service OTC RFQ product to Qovex clients. Qovex is solely providing the OTC Interface in order to enable OTC Services and facilitate Transactions between the Qovex clients and OTC Counterparties.

3. OTC Services

OTC Services will be available to you by default for Virtual Assets or Digital Assets where OTC trading functionality is available. OTC Services are provided on a pre-trade basis and require the full amount of relevant Virtual Assets or Digital Assets and/or fiat currency before requesting the quote for buying and/or selling Virtual Assets or Digital Assets over-the-counter (“Quote”). OTC Services may be subject to limitations and the minimum amount to be able to access OTC Services may apply.

Trading through the OTC Services will be anonymous, and Qovex has policies and procedures reasonably designed to prevent the disclosure of your identity to any OTC Counterparty and vice versa. However, if ever Qovex or an affiliate of Qovex is the OTC Counterparty in a Transaction, disclosure that Qovex is acting as a principal in the Transaction will be made to you.

All communications related to the OTC Services (e.g., response to a Quote, Quote status, Transaction confirmation) is provided using the OTC Interface. Any other methods of communications used for OTC Services (e.g., instant message conversation, oral communications, emails) may be mutually agreed upon between you and Qovex.

a) Quote

You may submit a request for a Quote (“Quote Request”) through the OTC Interface. In response to your Quote Request, Qovex will request a Quote from one or more OTC Counterparties and provide you with a Quote. A Quote received is valid for a specific amount of time as shown in the OTC Interface. You may accept or reject the Quote. Any negotiation about the specific Quote is not possible.

When you accept the Quote (“Accepted Quote”), the Transaction is pending until the terms of the Transaction are confirmed by the OTC Counterparty. Your Accepted Quote does not constitute any binding agreement and can be rejected by Qovex or the OTC Counterparty. The Transaction status is provided through the OTC Interface.

You agree that Qovex may, in its sole and absolute discretion, determine whether to process or decline to process a Quote Request, Quote, Accepted Quote or any other response to a Quote.

b) Execution

When the Accepted Quote is confirmed by the OTC Counterparty (“Confirmed Quote”), the Transaction is confirmed and becomes binding and final (the “Execution”). A Transaction for which Execution has occurred is an executed Transaction (the “Executed Transaction”) and may not be unwound unless all parties of the Transaction agree in writing otherwise and/or explicitly stated otherwise in these OTC Terms. Upon Execution, the terms of the Executed Transaction shall constitute a binding contract between you and the other relevant OTC Counterparty.

However, if Qovex determines in its sole and absolute discretion that (i) a Quote provided to you by Qovex, (ii) Accepted Quote communicated to an OTC Counterparty and/or (iii) Confirmed Quote contained an obvious error with respect to the terms, including but not limited to the price or amount of Virtual Assets or Digital Assets, set forth in that Quote, Accepted Quote and/or Confirmed Quote, Qovex shall have the right to cancel the Transaction by delivering notice of the cancellation to you and the OTC Counterparty at any time prior to Settlement (as defined in point 3.c) (“Transaction Cancellation”). In the absence of such an obvious error, the terms of a Quote accepted by you (Accepted Quote) and confirmed by the OTC Counterparty (Confirmed Quote) shall be conclusive.

c) Settlement

Qovex will settle an Executed Transaction with you after the Execution by delivering the Virtual Assets or Digital Assets and/or fiat currencies owed to you under the Executed Transaction to your Account (“Settlement”). The Settlement depends on the settlement of the OTC Counterparty and it occurs when the OTC Counterparty settle the Executed Transaction . In such capacity Qovex is acting as an agent and reserves the right to delay the Settlement. You will be notified of the approximate but non-binding settlement time through the OTC Interface before you accept the Quote. However, Qovex has a right to directly settle the Executed Transaction from time to time and in that case Qovex is acting as a principal.

OTC Counterparty settles the Executed Transaction in accordance with the terms agreed with Qovex. If OTC Counterparty fails to settle the Executed Transaction, Qovex reserves the right to reverse the Executed Transaction and you bear the risk of the settlement failure. When Qovex is acting as a principal, Qovex bears the risk of settlement failure.

You shall not withdraw, attempt to withdraw, transfer, alienate or provide a lien to any third party on any Virtual Assets or Digital Asset or fiat currency held on your Account to satisfy your obligation under any Executed Transaction. Qovex will not be responsible for any failure to settle in accordance with the timing set out above as a result of technological failures such as the internet going down and being unavailable.

You acknowledge and accept that in case of the Transaction Cancellation the Settlement does not occur and neither Qovex, a Qovex affiliate nor a respective OTC Counterparty is liable for any losses incurred as a result of the failure to settle the Executed Transaction.

Notwithstanding the foregoing, Qovex reserves the right to reasonably determine whether an extraordinary event occurred that results in Qovex inability to honor the Executed Transaction. These events include, but are not limited to identified system failure, data feed error, interruption, delay, non-settlement by the OTC Counterparty, force majeure, or other circumstances. Qovex undertakes to immediately notify you about the extraordinary event resulting in the inability to honor the Executed Transaction. After such notification has been sent by Qovex, you agree that Qovex will not be required to honor the Executed Transaction and that any Executed Transaction affected by the extraordinary event is null and void. In case of extraordinary event from this paragraph, Qovex acts as an agent toward you, and you bear the risk of the settlement failure.

4. Fees

OTC Services and specifically the Quotes are offered on the basis of a variable spread. Due to the volatile nature of Virtual Assets or Digital Assets, a typical spread cannot be determined in these OTC Terms, the OTC Interface or on the Qovex platform.

5. Representations and Warranties

You acknowledge and agree that when entering Transactions, you will be transacting for your own account, and in an arm’s-length role in relation to Qovex.

Qovex employs measures to ensure that OTC Services are accessible at all times without interruption. Notwithstanding this, Qovex cannot guarantee uninterrupted or error-free operation of OTC Services, or that Qovex will correct all defects or prevent third-party disruptions or unauthorized third-party access. In the event of such disruptions, OTC Services may not be accessible in part or in full.

Qovex makes no representations and warranties and makes no guarantees that any particular Virtual Assets or Digital Assets will be available for OTC trading on a continuous basis. Qovex reserves the right, at any time, with or without cause or prior notice, at its sole discretion to limit, suspend, or terminate all or part of the OTC Services or your access to the OTC Services and/or OTC Interface.

For the avoidance of doubt, Qovex shall not have any obligation to send any received Quote Request and/or Accepted Quote to prospective OTC Counterparties. You understand that you are solely responsible for maintaining any alternative arrangements that may be needed or desirable if any or all of the OTC Services becomes unavailable or disrupted.

BITSTAMP MAKES NO REPRESENTATION OR WARRANTY THAT OTC SERVICES AS SUCH ARE APPROPRIATE FOR USE IN ALL LOCATIONS, OR THAT THE TRANSACTIONS AND SERVICES DESCRIBED HEREIN ARE AVAILABLE OR APPROPRIATE FOR ENTRY INTO OR USE IN ALL JURISDICTIONS OR BY ALL PARTIES. YOU SHOULD INFORM YOURSELF AS TO THE LEGAL REQUIREMENTS AND TAX CONSEQUENCES OF USING OTC SERVICES WITHIN ALL JURISDICTIONS APPLICABLE TO YOU. BITSTAMP IS NOT RESPONSIBLE FOR TAX CONSEQUENCES TO YOU THAT ARISE BECAUSE OF USING OTC SERVICES PROVIDED BY BITSTAMP.

6. Limitation of Liability

For the avoidance of doubt, the disclaimers of warranty, limitation of liability and indemnification and releases set out in the Qovex Terms of Use shall cover the OTC Services, and these OTC Terms and the Qovex Terms of Use shall be interpreted accordingly.