1.Parties and Acceptance
This Contract for OTC Trading Services (the “Contract”) constitutes a legally binding agreement between TBD, (the “Provider”) and the individual or entity utilizing the Provider’s services (the “User”). By accessing, registering for, or initiating any transaction via the Provider’s services, the User acknowledges and consents to be legally bound by the provisions of this Contract. This Contract is non-negotiable and is accepted in its entirety as a condition of using the services of the Provider.
2. Scope of Services
The Provider facilitates over-the-counter transactions, involving the conversion between crypto currencies or between crypto currency and fiat currency (the “OTC trading services” or “services”), which are provided exclusively upon the User’s request and subject to availability. The Provider acts solely as an intermediary and shall not be considered a counterparty to any executed transaction. No guarantees are provided regarding the availability, price, liquidity, or value of the assets involved. All transactions are conducted at the User’s own risk, and the Provider bears no liability for price fluctuations, processing delays, or third-party actions.
3.Eligibility
Access to the OTC trading services is conditional upon the User meeting the eligibility requirements, which may include but are not limited to:
Compliance with anti-money laundering (AML) and know-your-customer (KYC) obligations;
Trading history and behavioral profile;
Internal risk assessment conducted by the Provider;
The ability and intention to engage in transactions with a notional value equal to or exceeding EUR 500,000 (or its equivalent in another fiat or crypto currency).
The Provider reserves the right to deny, suspend, or revoke access to its OTC trading services at any time and at its sole discretion, including but not limited to instances where the User fails to meet eligibility requirements.
The Provider reserves the right to impose limits, request additional verification, or suspend services at its discretion. If the User is a legal entity, they must ensure that only authorized representatives access and use the services. The Provider may request verification of such representatives. The User assumes full responsibility for the actions and omissions of their authorized representatives, ensuring compliance with this Contract at all times.
4.User Representations
The User hereby represents, warrants, and covenants as follows:
The User possesses the legal capacity and authority required to enter into and perform obligations under this Contract in accordance with the applicable laws of their jurisdiction;
The User is acting on its own behalf and not as an agent, trustee, or representative of any third party unless explicitly disclosed to and approved by the Provider;
The User is not engaged in, and will not engage in, any activity that violates applicable laws and regulations, including but not limited to AML laws, counter-terrorist financing (CTF) laws, anti-corruption laws, sanctions regulations, or any other financial crime-related legislation;
All information, documentation, and declarations provided to the Provider for compliance, identity verification, and transaction purposes are accurate, complete, and up to date, and the User will promptly inform the Provider of any changes thereto;
The User understands that the Provider may, at its discretion, request additional verification at any time to ensure compliance with legal and regulatory obligations;
The User understands and accepts the risks associated with cryptocurrency transactions, including price volatility, regulatory changes, and technological risks, and assumes full responsibility for its decisions and actions in using the Provider’s services.
5.Terms and Conditions of the Trade Request
The trade request shall be conducted through the User’s account, utilizing the Provider’s designated bot, platform, API, automated system or other approved methods (collectively, the “Trade Interface”).
The User must initiate a trade request via the Trade Interface, specifying the User’s ID, type of transaction, the amount, and the crypto or fiat currency involved, along with any additional information or documentation reasonably requested by the Provider to process the request in accordance with applicable regulatory and risk management requirements.
Upon receiving the trade request, the Provider shall confirm the feasibility of the transaction and provide an exchange rate quotation.
The Provider reserves the right to impose reasonable limits on the frequency and number of trade requests submitted by the User within a specified period of time, in order to prevent system overload, ensure fair usage, and maintain market integrity. Excessive or automated querying aimed at rate optimization, including but not limited to sending multiple rapid-fire requests to obtain the most favorable exchange rate, may result in temporary suspension, access limitations, or rejection of such requests at the sole discretion of the Provider. The Provider may, where applicable, notify the User if such usage patterns are detected and provide guidance on acceptable request behavior.
The User must accept or decline the proposed exchange rate within the time window specified by the Provider. Failure to accept within the specified timeframe may result in the expiration of the offered rate.
Trade requests may only be processed during business hours, defined as 09 a.m. to 05 p.m. (CET, UTC+1/+2 depending on daylight saving time). Any trade requests submitted outside of these hours will be queued and processed at the beginning of the next business day.
The User’s confirmation of the exchange rate constitutes a binding trade request (including currency, quantity, price, and any fees, where applicable) and a confirmation by the User to the Provider to deduct the relevant crypto or fiat currency from the User’s account to fulfill that trade request.
By clicking the “I confirm the transaction” button, the User provides irrevocable consent to the transaction terms, which shall be deemed legally binding under this Contract.
The Provider reserves the right, at its sole discretion, to accept, reject, suspend, or delay any transaction request to ensure compliance with applicable laws, regulatory requirements, and internal risk management policies.
If the User deposits funds but fails to submit a trade request within a defined settlement period, the User assumes all associated risks, including but not limited to market fluctuations and liquidity risks. The User shall not withdraw, attempt to withdraw, transfer, alienate, or provide a lien or charge to any third party on any crypto or fiat currency held by the Provider to satisfy their obligation under any pending trade request.
If a confirmed trade request cannot be fulfilled in whole or in part due to external factors beyond the Provider’s control, such as low market liquidity or default by third-party liquidity providers, the Provider will notify the User of the unfulfilled portion. The User may then choose to either accept a partial fulfillment of the order or receive a refund of the unfulfilled portion of the trade amount.
Once a transaction is confirmed by both parties, it is final and cannot be reversed except where reversal is mandated by applicable law or regulatory authorities.
6.Fees, Charges and Payments
The exchange rate provided to the User by the Provider shall be deemed inclusive of applicable service fees, commissions, and customary blockchain network fees, unless expressly stated otherwise at the time of quotation. The User acknowledges and accepts that the quoted rate represents the total consideration for the requested transaction under normal operating conditions.
Notwithstanding the foregoing, the Provider reserves the right to impose or recover additional charges in exceptional circumstances, including but not limited to unforeseen increases in blockchain network congestion fees, third-party settlement costs, regulatory levies, or other non-standard processing expenses that arise in connection with the execution or settlement of the transaction. In such cases, the Provider shall notify the User without undue delay.
The Provider further reserves the right to modify its pricing structure or methodology at any time, subject to prior notice to the User, to reflect changes in operational overhead, compliance requirements, technological infrastructure, or prevailing market dynamics.
Unless expressly agreed otherwise in writing, all such fees and charges shall be borne exclusively by the User.
Both parties shall discharge their respective payment obligations no later than the due dates specified in the transaction confirmation.
All payments shall be made in the currency specified in the transaction confirmation. Payments shall be executed in a manner customary for that currency and in immediately available, freely transferable funds.
If the User fails to make a payment by the due date, the Provider reserves the right to cancel the transaction, or withhold any refunded amounts subject to administrative charges, if applicable.
The User shall be solely responsible for determining, reporting, and fulfilling any tax obligations applicable to its use of the Provider’s services, including but not limited to income, capital gains, value-added, or other applicable taxes under the applicable laws of the jurisdiction in which the User is tax resident. The Provider makes no representations or warranties regarding the tax treatment of any transaction and shall not be held liable for the User’s failure to comply with applicable tax laws or reporting obligations.
7.Liability and Disclaimers
To the fullest extent permitted by applicable law, the Provider disclaims any liability for direct, indirect, incidental, or consequential damages, including but not limited to loss of profits, trading losses, or damages arising from market fluctuations, delays in transaction processing, technological failures, or third-party service disruptions.
Nothing in this Contract shall exclude or limit liability where such exclusion or limitation is prohibited under applicable law, including liability for fraud or willful misconduct.
The Provider does not offer financial, investment, legal, or tax advice, portfolio management, or any other service that would qualify as a regulated investment service or activity. The Provider’s services involve the facilitation of OTC transactions in crypto assets that do not constitute financial instruments. The User acknowledges that all transactions are carried out at their own risk and is strongly encouraged to seek independent professional advice prior to engaging in any trading activity.
The Provider does not guarantee the uninterrupted availability, security, or accuracy of its services and shall not be responsible for any losses incurred due to force majeure events, including but not limited to cyberattacks, system failures, regulatory actions, or unforeseen market events.
Furthermore, all services are provided “as is” and “as available”, without warranties of any kind, whether express or implied, including but not limited to merchantability, fitness for a particular purpose, or non-infringement. The User assumes full responsibility for the use of the services and acknowledges that the Provider makes no assurances regarding continuous functionality or error-free operation.
8.Compliance and Regulatory Requirements
The User agrees to comply with all applicable local, national, and international laws and regulations, including but not limited to AML, CTF, and other financial crime prevention laws.
The Provider reserves the right to conduct identity verification procedures, request additional documentation, and monitor transactions to ensure compliance with regulatory requirements.
The Provider may suspend or refuse to process transactions if there is reasonable suspicion that the User is engaging in prohibited or unlawful activities.
The Provider may report any suspected unlawful conduct, suspicious transactions, or behaviors to relevant regulatory authorities without prior notice to the User, in accordance with applicable laws.
The User acknowledges that failure to provide requested compliance-related information or documentation may result in the suspension or termination of their access to the Provider’s services.
9. Data Protection and Privacy
The User’s Personal Data shall be collected, processed, and stored in accordance with the Law of Georgia on Personal Data Protection and as set forth in the Provider’s TBD.
The User may be required to provide Personal Data as part of the Provider’s eligibility assessment for OTC trading services.
By using the OTC trading services, the User acknowledges and accepts that certain Personal Data may be shared on third-party instant messaging tools used for trade execution, such as name, device location, and other Personal Data disclosed in messages. The processing of such data is subject to the privacy terms of the respective instant messaging service provider, which may be governed by data protection regimes other than that of Georgia.
The Provider may implement technical integrations (such as APIs) to sync instant messages with its internal infrastructure for transaction recordkeeping and compliance purposes.
If the Provider receives a request regarding the User’s Personal Data, it will be processed in accordance with the requirements of applicable Georgian data protection law. The User may exercise their rights as a data subject, including the right to access, rectify, erase, object to, or restrict the processing of their Personal Data, in accordance with the Provider’s TBD and relevant legislation.
Further details on the scope of data processing, cross-border data transfers, and user rights are available in the Provider’s TBD.
10. Intellectual Property
All content, technology, tools, systems, trade names, trademarks, logos, software code, bots, APIs, platforms, and other components used in connection with the Provider’s services (collectively, the “Proprietary Materials”) are the sole and exclusive property of the Provider or its licensors and are protected under applicable intellectual property laws.
The User is granted a limited, non-exclusive, non-transferable, and revocable right to access and use the Proprietary Materials solely for the purpose of utilizing the Provider’s services in accordance with this Contract.
No license, assignment, or other transfer of intellectual property rights shall be deemed granted to the User except as explicitly set forth herein. The User shall not copy, reproduce, reverse engineer, modify, distribute, or otherwise exploit the Proprietary Materials without the prior written consent of the Provider.
11.Termination
The Provider reserves the right to suspend, restrict, or terminate this Contract at its sole discretion, with or without prior notice, in the event of:
The User’s breach of any provision of this Contract;
The Provider’s reasonable suspicion of fraudulent, unlawful, or unethical activity by the User;
Compliance with legal, regulatory, or law enforcement requirements;
Changes in applicable laws or regulations that materially impact the Provider’s ability to offer services to the User.
In the event of termination, the Provider is not obligated to process any pending transactions and may, at its discretion, return any remaining funds to the User after completing all necessary compliance reviews.
12.Governing Law and Dispute Resolution
This Contract shall be governed by and construed in accordance with the laws of Georgia without regard to its conflict of laws principles.
The Parties shall make reasonable efforts to resolve any dispute, controversy, or claim arising out of or in connection with this Contract through good-faith negotiations. If the Parties are unable to reach an amicable resolution within a reasonable period of time, any such dispute shall be submitted to the exclusive jurisdiction of the competent courts of Tbilisi, Georgia.
13.Entire Agreement
This Contract constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral.
14.Complaints
Complaints regarding the Provider’s services should be submitted to TBD. The Provider will review and respond in accordance with its internal complaints handling procedure.
15. Version Control and Availability
This Contract may be amended from time to time at the sole discretion of the Provider. The most recent version shall be made available in the User’s personal account interface. Continued access to or utilization of the services following such publication shall be deemed as the User’s acceptance of the updated terms.