Over-the-Counter (OTC) Trading Terms & Conditions
These Over-the-Counter (OTC) Trading Terms and Conditions (“OTC Terms”) form part of the agreement between the Client and EQIBank Limited (the “Bank”), together with the Account Agreement Terms, Online Banking Service Terms and Conditions (EQIOBS), Website Terms of Use, Privacy Notice, Data Protection Notice, and FATCA & CRS Notice (collectively, the “Banking Terms”). In the event of any inconsistency, these OTC Terms shall prevail in respect of OTC Trading Services.
1. Definitions
Capitalised terms not otherwise defined herein shall have the meanings given in the Banking Terms. In these OTC Terms:
- “Client” means any individual or entity that has entered into a valid agreement with the Bank to access its OTC Trading Services.
- “Digital Assets” means cryptocurrencies and other digital or virtual assets tradable via the Bank’s OTC Trading Services.
- “Fiat Currencies” means government-issued currencies that are legal tender.
- “OTC Trading Services” means the Bank’s over-the-counter services for facilitating high-volume transactions in Digital Assets and Fiat Currencies.
- “Transaction” means any trade executed by the Bank on behalf of the Client through the OTC Trading Services.
- “Business Day” means any day on which the Bank is open for business in the Commonwealth of Dominica.
- “Minimum Transaction Amount” means the minimum notional value of USD 10,000 (or equivalent in GBP, EUR, or Digital Assets) for any OTC Transaction, unless otherwise agreed by the Bank in writing.
2. Acceptance of Terms
2.1. By utilising the OTC Trading Services, the Client acknowledges and agrees to be bound by these OTC Terms and the wider Banking Terms.
2.2. The Bank may amend these OTC Terms from time to time. Amendments will be notified in accordance with the Banking Terms. Continued use of the OTC Trading Services constitutes the Client’s acceptance of such amendments.
3. Eligibility and Compliance
3.1. The Client must meet the Bank’s eligibility criteria and pass all applicable due diligence and compliance checks, including Know Your Customer (KYC), Anti-Money Laundering (AML), and Counter-Terrorist Financing (CTF) requirements.
3.2. The Client is responsible for compliance with all applicable laws and regulations in their jurisdiction.
4. OTC Trading Services
4.1. The Bank offers bespoke OTC Trading Services for high-volume trades in Digital Assets and Fiat Currencies to institutional investors including investment firms, family offices, hedge funds, and corporate treasuries.
4.2. Trading instructions must be provided through secure, pre-agreed communication channels, consistent with those set out in the Banking Terms.
4.3. The Bank reserves the right to refuse or delay execution of any Transaction if instructions are incomplete, ambiguous, or inconsistent with the Client’s Account status, or if the Client fails to provide sufficient cleared funds or collateral.
4.4. Trades are typically processed within one (1) Business Day from the time of confirmed receipt of cleared funds or Digital Assets and submission of a valid OTC request form, subject to prevailing market and operational conditions.
4.5. Until further notice, the Bank may facilitate OTC Transactions through partially manual processes. The Client acknowledges and accepts the associated operational risks, including delays, miscommunication, or price slippage, and agrees that the Bank shall not be liable for any Losses resulting from such risks, except in cases of gross negligence or willful misconduct.
5. Execution and Settlement
5.1. The execution of Transactions is subject to market conditions and the availability of counterparties. The Bank does not guarantee the execution of any proposed Transaction.
5.2. Settlement shall occur in accordance with market standards and as agreed between the Bank and the Client at the time of each Transaction.
5.3. All Transactions are subject to internal approval and verification processes, including risk assessment and fraud prevention protocols.
5.4. The Bank may execute OTC Transactions using internal accounts operated in conjunction with liquidity providers, including but not limited to Bequant. The Client acknowledges and agrees that such counterparties may act as sub-custodians or execution agents and that the Bank shall not be responsible for any act or omission of such third parties unless arising from the Bank’s own gross negligence or fraud.
5.5. To facilitate efficient execution of OTC Transactions, the Bank may maintain Digital Asset and fiat currency float balances with its designated liquidity providers. The Client acknowledges that execution capability is subject to the availability of such float and prevailing market liquidity.
6. Fees and Charges
6.1. The Client agrees to pay all applicable fees as published in the Bank’s prevailing fee schedule, which is subject to change and published on the Bank’s website.
6.2. The Bank shall charge a fee of 0.5% of the notional value of each OTC Transaction, which includes any trade execution fees payable to liquidity providers. In addition, any network or blockchain transfer fees associated with Digital Asset withdrawals shall be deducted from the amount of Digital Assets delivered to the Client. These fees typically range from USD 8 to USD 20 depending on the Digital Asset.
7. Security and Confidentiality
7.1. The Client must ensure the security and confidentiality of its access credentials, including its secure communication channels.
7.2. The Bank shall apply reasonable information security measures in accordance with industry standards but does not guarantee that such measures will be free from interference.
8. Representations and Warranties
8.1. The Client represents and warrants that all information provided to the Bank is complete, accurate, and up-to-date.
8.2. The Client further represents that it has the full power and authority to enter into Transactions and is acting as principal and not as agent.
8.3. The Client acknowledges that the OTC Trading Services are suitable for experienced institutional counterparties who understand and are capable of bearing the financial and operational risks of trading Digital Assets and the complete loss of thereof.
9. Risk Disclosures
9.1. The Client acknowledges that trading Digital Assets and related financial instruments involves significant risk, including but not limited to market volatility, liquidity risk, counterparty risk, technology risk, cyber threats, and regulatory uncertainty.
9.2. The Client understands that Digital Asset prices can be highly unpredictable and that past performance is not indicative of future results.
9.3. The Client confirms that it has conducted its own due diligence, possesses the necessary experience and knowledge to assess the merits and risks of OTC Trading, and has obtained independent professional advice where necessary.
9.4. The Bank does not provide investment, tax, legal, or accounting advice. Any discussions or communications with the Bank are not to be construed as such.
10. Communication and Trade Confirmation
10.1. The Client agrees that, unless otherwise agreed, trade-related instructions, confirmations, and communications may occur via the Bank’s secure messaging platforms or designated email channels. The Client bears sole responsibility for ensuring the accuracy and timeliness of such communications and assumes all risks associated with instructions provided by authorised representatives.
11. Limitation of Liability and Indemnity
11.1. To the maximum extent permitted by law, the Bank shall not be liable for any loss, damage, cost, or expense arising in connection with the OTC Trading Services, unless caused by the Bank’s gross negligence or wilful misconduct.
11.2. The Client agrees to indemnify and hold harmless the Bank from and against all claims, losses, liabilities, and expenses incurred by the Bank in connection with the Client’s use of the OTC Trading Services, except to the extent caused by the Bank’s gross negligence or wilful misconduct.
12. Termination
12.1. Either party may terminate access to the OTC Trading Services by providing written notice in accordance with the Banking Terms.
12.2. Termination shall not affect accrued rights or obligations under these OTC Terms.
13. Governing Law and Jurisdiction
13.1. These OTC Terms shall be governed by and construed in accordance with the laws of the Commonwealth of Dominica.
13.2. The parties submit to the non-exclusive jurisdiction of the courts of the Commonwealth of Dominica.
14. Arbitration
14.1. Any dispute arising out of or in connection with these Terms shall be finally resolved by arbitration in accordance with the Arbitration Law of the Cayman Islands. The tribunal shall consist of three arbitrators. Each party shall appoint one arbitrator, and the two appointed arbitrators shall appoint the third, who shall act as the Chairperson of the tribunal. If a party fails to appoint an arbitrator within 21 days of receiving a request to do so, or if the two arbitrators fail to agree on the Chairperson within 14 days of their appointment, the appointment shall be made by the CIArb Cayman Branch.
14.2. The seat of arbitration shall be George Town, Grand Cayman, and the language of the arbitration shall be English.
15. Miscellaneous
15.1. If any provision of these OTC Terms is deemed invalid or unenforceable, the remaining provisions shall continue in full force and effect.
15.2. The Client may not assign its rights or obligations under these OTC Terms without the Bank’s prior written consent.
15.3. No failure or delay by the Bank in exercising any right under these OTC Terms shall operate as a waiver.
By accessing or using the OTC Trading Services, the Client confirms they have read, understood, and agreed to these OTC Terms as supplemented by the wider Banking Terms.