OTC Terms of Service Last updated: January 23, 2024
1.1 These OTC Terms of Services (“OTC Agreement” or “OTC Terms”) solely govern your use of BigeDirect ApS’s over-the-counter trading services (“OTC Services”). References to “BigeDirect ApS”, “we”, “our”, or “us” are to BigeDirect ApS, and references to “you” or “your” or “User” are to the User who is bound by these OTC Terms. Any capitalized term not defined herein shall have the meaning set forth in these OTC Terms.
1.2 By using these OTC Services, you confirm that you have read, understood, and accepted these OTC Terms and the relevant transaction and operation rules in connection with these OTC Services. BigeDirect ApS reserves the right to change or modify the OTC Terms at any time, at its sole discretion, and will provide notice of such changes by posting the revised OTC Terms on the Site and changing the “Last Updated” date therein. Your continued use of the OTC Services after being notified of these changes constitutes your acceptance of these OTC Terms.
1.3 These OTC Services are only available to Users who meet the eligibility requirements under the General Terms and may not be available to Users in certain jurisdictions. As of the last update of these OTC Terms, individual clients who are residents of the United Kingdom (UK) are not eligible for onboarding.
- OTC Services
2.1 OTC Services: You agree that these OTC Terms shall govern all your activities related to OTC Services, including without limitation (i) your requests for quotes from BigeDirect ApS to purchase and/or sell digital assets (“Request for Quote”), and (ii) your responses to such Quotes (defined as below in Section 2.3). The OTC Services support channels including the web user interface through the Site, instant message conversations, oral communications, BigeDirect ApS OTC trading API integrated with designated trading service provider (the “OTC API”) and other methods of communications as approved by BigeDirect ApS from time to time (the “Supported Communication Channels”), to receive Request for Quote, provide Quotes, receive responses to Quotes, execute and confirm OTC digital asset transactions (“Transactions”), and settle Transactions, among other things.
2.2 Request for Quote: You may submit a Request for Quote through the Supported Communication Channels. You agree that BigeDirect ApS may, in its sole and absolute discretion, determine whether to process or decline to process a Request for Quote.
2.3 Quotes: BigeDirect ApS may, (a) upon receipt of a Request for Quote, provide to you a price (which may be denominated in a fiat currency or another digital asset) at which you can sell and/or purchase a specified quantity of such digital assets, or (b) through the OTC API, provide to you a continual stream of prices at which you can purchase and/or sell a specified quantity of a specified cryptocurrency (the price provided via these two channels shall be collectively referred to as a “Quote”). We will use best efforts to communicate in clear and unambiguous language regarding pricing.
2.4 Acceptance of Quotes: You can only accept a Quote within its valid period (the “Acceptance Window”) through the Supported Communication Channels; provided, however, that BigeDirect ApS may withdraw a Quote or replace a Quote with a new one at any time prior to your acceptance. If a Quote is not accepted within the Acceptance Window or before its withdrawal or replacement, such Quote shall be deemed rejected and expired, and no Transaction may be effected in accordance with such Quote. For the avoidance of doubt, you agree that the statement “done” is the only term that BigeDirect ApS will accept as your indication of acceptance to the terms of a Quote.
- (a) Upon receipt of your acceptance of a Quote in accordance with Section 2.4, BigeDirect ApS reserves the right to confirm or reject your acceptance of such Quote at its sole discretion. BigeDirect ApS will deliver a confirmation by electronic and/or telephonic communication to notify you of whether your acceptance of a Quote is confirmed or rejected (“Confirmation Notice”). A binding transaction will be deemed to have been executed when such Confirmation Notice is sent by BigeDirect ApS to you (the “Execution”). You hereby acknowledge and agree that the failure of you to receive such Confirmation Notice shall not affect the validity of a Transaction that has been executed. A Transaction for which Execution has occurred in accordance with this paragraph (a) is referred to hereinafter as a “Completed Transaction”.
- (b) Following the Execution of a Completed Transaction, you can find in your account a summary of the terms of the Completed Transaction including the information such as the type of digital asset purchased or sold, quantity, price, settlement time, etc.
- (c) Upon Execution, the terms of a Completed Transaction shall be final and constitute a binding contract on you. Except otherwise specified in these OTC Terms, a Completed Transaction shall not be canceled, reversed, or changed. However, if BigeDirect ApS determines that a Quote communicated to you contained an obvious error with respect to the price or amount of digital assets set forth therein, then BigeDirect ApS shall have the right to cancel the Completed Transaction based upon such Quote by delivering notice to you at any time before Settlement (as defined below in Section 4).
- BigeDirect ApS’s Role in OTC Services
BigeDirect ApS will work on a reasonable effort basis to facilitate your Transactions by enabling direct purchase and sale of digital assets with you and then sourcing the liquidity with its partnered counterparty. BigeDirect ApS will not execute for its own account or benefit or that of a BigeDirect ApS affiliate a Transaction while BigeDirect ApS is in possession of specific confidential information regarding the Transaction or in a manner that is designed or intended to disadvantage you. You acknowledge and agree that BigeDirect ApS is not acting as your broker, intermediary, agent, or advisor or in any fiduciary capacity in any Completed Transactions. You understand that when BigeDirect ApS is acting as the principal to a Transaction with you, such principal trading by BigeDirect ApS will be for the sole purpose of providing liquidity and satisfying your trading goals.
- Pre-Funded Trading
You agree that you must deposit with BigeDirect ApS the full amount of digital assets and/or fiat currency required to complete the contemplated transaction before Execution. BigeDirect ApS will check whether you have sufficient balance in your account upon Execution. In case the balance of your account falls below the amount required to satisfy your obligation under a Transaction, the Execution will be rejected. Unless otherwise agreed in writing by you and BigeDirect ApS, a Completed Transaction shall be settled instantaneously (the “Settlement”). You shall not withdraw, attempt to withdraw, transfer, alienate or provide a lien to any third party on any digital asset or fiat currency held by BigeDirect ApS to satisfy your obligation under any Completed Transaction. BigeDirect ApS shall not be responsible for any failure to settle as a result of technological failures such as the internet going down and being unavailable.
- Transaction Limit
BigeDirect ApS may at any time, in its sole discretion and without prior notice, impose restrictions, limits, or parameters on your requests for Quotes. BigeDirect ApS maintains filters to prevent the requests that do not comply with our financial, operational, and risk control requirements. These pre-transaction restrictions, limits, and parameters may delay or prevent your request for Quotes from being submitted, require BigeDirect ApS to not respond to your request, or result in delays in the Execution of Transactions. Such restrictions, limits, and parameters may be amended, increased, decreased, removed, or added to by BigeDirect ApS in its sole discretion, upon notice to you, if practicable, and may include (without limitation): (i) controls over maximum request for Quotes sizes; (ii) controls over requests and/or Transactions that may indicate duplicative or clearly erroneous requests and/or Transactions; or (iii) any other restrictions, limits, parameters or controls that BigeDirect ApS may be required to implement in accordance with applicable laws and regulations of the relevant jurisdiction or its internal policies and procedures. You agree to abide by such restrictions and to be responsible for any requests for Quote and/or Transaction that violate such restrictions or exceed such limits. Even if a request for a Quote is within the restrictions, limits and parameters set by BigeDirect ApS, BigeDirect ApS has the sole discretion to not respond to and/or confirm such request.
You understand and agree that the fees charged for each Transaction will be included in the Quote that BigeDirect ApS provides to you. Your acceptance of a Quote in accordance with Section 2.4 constitutes your agreement to pay all such applicable fees.
7.1 If you fail to effect Settlement of a Completed Transaction, you shall be considered in default (“Default”). You hereby grant BigeDirect ApS a secured interest pursuant to the applicable laws and regulations of the relevant jurisdiction in all of your assets, including fiat currency and digital assets, held by BigeDirect ApS or its affiliates up to the value of any Completed Transactions on which you are in Default or to the extent of any liability you have to BigeDirect ApS due to a Default.
7.2 In the event you are in Default, BigeDirect ApS may in its sole and absolute discretion:
- (a) cancel and/or terminate all of your Request for Quotes and responses to Quotes, and liquidate, close out, net, cancel and/or terminate pending Transactions; liquidate any and all of your assets and positions held at BigeDirect ApS or its affiliates to cover any losses incurred by BigeDirect ApS as a result of your Default, and in connection with any such liquidation, BigeDirect ApS expressly disclaims responsibility for any loss incurred in the liquidation of your assets and positions held at BigeDirect ApS or its affiliates due to price slippage, market timing, and similar matters;
- (b) refuse to accept from you Request for Quotes or responses to Quotes in the future; and/or
- (c) terminate, with or without prior notice, this OTC Terms.
In the event that a Completed Transaction is not settled because of your Default, you shall be liable to BigeDirect ApS for all losses incurred as a result of the failure to settle the Completed Transaction; provided, however, that under no circumstances shall you be liable to BigeDirect ApS for indirect, special, punitive, or incidental losses or damages of any character. Any net proceeds obtained from the liquidation of assets held by BigeDirect ApS shall be applied to discharge any and all of your obligations to BigeDirect ApS.
- Access Channels
9.1 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 BigeDirect ApS. You agree that it is your sole responsibility to control, monitor, and restrict the methods you use to access communication to BigeDirect ApS (“Access Channels”), including without limitation, all passwords and security devices. You shall be bound by all instructions communicated to BigeDirect ApS using your Access Channels and usual communication methods, and BigeDirect ApS shall have no obligation to verify whether any such instruction has been duly authorized. If you learn that your Access Channels and usual communication methods may have been modified, lost, stolen, or compromised, you shall immediately notify BigeDirect ApS pursuant to the notice provisions of the General Terms. You shall be responsible for any instructions sent using your Access Channels and usual communication methods until you notify BigeDirect ApS and BigeDirect ApS has disabled the compromised Access Channels or agreed not to accept that usual communication method.
9.2 You agree that you are solely responsible for (a) any computer systems, applications, communications software, telecommunications equipment, and other equipment and software (“Equipment”) used by you to access or communicate to the OTC Services; and (b) any telecommunications services, Internet service, or other communications services used by you to connect to or communicate to BigeDirect ApS (“Connectivity”). Any BigeDirect ApS assistance with your Equipment or Connectivity is provided without warranty as described further below. You shall be solely responsible for any losses, damages, or costs that you may incur as a result of errors made by, or the failure of, the Equipment or Connectivity that you or your authorized users use to access the OTC Services.
- OTC Services Suspension and Termination
10.1 BigeDirect ApS reserves the right, at any time, with or without cause or prior notice, to limit, suspend, or terminate all or part of the OTC Services or your access to the OTC Services. This includes, but is not limited to, changing the features or functionality of the OTC Services or altering the limits on the trading you may conduct through the OTC Services, all without any liability to you. You acknowledge that you can have no expectation of any use or continued use of the OTC Services, and 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.
10.2 You also agree that your violation of these OTC Terms may constitute an unlawful and unfair business practice, and cause irreparable harm to BigeDirect ApS, for which monetary damages would be inadequate. You consent to BigeDirect ApS obtaining any injunctive or equitable relief that BigeDirect ApS deems necessary or appropriate in such circumstances. These remedies are in addition to any other remedies BigeDirect ApS may have at law or in equity.
- Disclaimer, Limitation of Liability, and Indemnification
FOR THE AVOIDANCE OF DOUBT, THE DISCLAIMERS OF WARRANTY, LIMITATION OF LIABILITY, AND INDEMNIFICATION SET OUT IN THESE OTC TERMS SHALL COVER THE OTC SERVICES. THESE OTC TERMS AND THE DISCLAIMERS SHALL BE INTERPRETED ACCORDINGLY.
You agree that either party may terminate this OTC Agreement at any time for any reason by providing written notice to the other party. Termination of the OTC Agreement shall not excuse the performance of either party’s outstanding obligations under the OTC Agreement at the time of termination. For the avoidance of doubt, while you are in default and even if BigeDirect ApS is not making the OTC Services available to you as a result, you will remain subject to the terms of this OTC Agreement.
- Incorporation by Reference
You agree that, except as otherwise provided in these OTC Terms, all provisions of these OTC Terms are hereby incorporated into this OTC Agreement by reference, including but not limited to the user’s right and limitation to use, limitations of liability, disclaimer, indemnification, confidentiality, compliance with your local laws and taxes, applicable law and venue, dispute resolution, assignment, severability, change in control, force majeure, unclaimed property, and no advice provided.
14.1 Entire Agreement: You agree that these OTC Terms set forth the entire agreement and understanding between the parties relating to the subject matter herein. These OTC Terms supersede all prior agreements, discussions, understandings, or representations, either oral or in writing, solely to the extent as they relate to the subject matter of this OTC Agreement.
14.2 Severability: If a provision of the OTC Terms is determined to be unenforceable in any respect, the enforceability of the provision in any other respect and of the remaining provisions of the OTC Terms or any additional agreements will not be impaired.
14.3 Language: This OTC Agreement may be posted in various languages. If there are any discrepancies, the English version shall prevail.
14.4 BigeDirect ApS has the sole and final discretion in the interpretation of this OTC Agreement.