Terms & Conditions

Definitions

In these Terms and Conditions, the following definitions apply:

• "Exchange Capital" means Exchange Capital Limited and its affiliates, subsidiaries, officers, directors, agents, and licensors, operating the OTC desk at excap.io.
• "Counterparty" means the institutional entity, legal person, or business that has completed Exchange Capital's onboarding process and been approved for access to the OTC desk.
• "OTC Services" means the over-the-counter digital asset trading, execution, settlement, and related ancillary services provided by Exchange Capital.
• "Digital Assets" means cryptocurrencies, tokens, stablecoins, and other blockchain-based instruments as agreed between the parties from time to time.
• "RFQ" means Request for Quote, the pricing and negotiation mechanism through which trade terms are agreed bilaterally between Exchange Capital and the Counterparty.
• "Settlement Rails" means the proprietary and licensed infrastructure used by Exchange Capital to facilitate the transfer and settlement of Digital Assets and fiat currency.
• "KYB/KYC" means Know Your Business and Know Your Customer procedures as required by applicable law and Exchange Capital's compliance programme.
• "Applicable Law" means all laws, regulations, guidance, and requirements of any governmental or regulatory authority applicable to either party in connection with the OTC Services.

Eligibility & Access

2.1 Institutional Access Only

Exchange Capital provides services exclusively to institutional counterparties, including but not limited to: registered companies, funds, family offices, exchanges, brokers, payment service providers, and other professional market participants. Access is not available to natural persons acting in a personal capacity.

2.2 Onboarding Requirements

All Counterparties must complete Exchange Capital's onboarding process prior to accessing any services. This includes:

• Submission of complete corporate documentation including certificates of incorporation, ownership structure, and director identification.
• Satisfactory completion of KYB/KYC procedures to the standard required by Exchange Capital's compliance team.
• Provision of source of funds and source of wealth documentation as requested.
• Execution of a Master Trading Agreement or equivalent bilateral agreement.
• Approval by Exchange Capital's compliance and risk functions.

2.3 Right to Refuse

Exchange Capital reserves the absolute right to decline any application for access, to suspend or terminate access at any time, and to refuse any individual transaction, without being required to provide reasons, subject to any overriding legal obligation to do so.

OTC Trading Services

3.1 Nature of Services

Exchange Capital operates as a principal OTC desk, acting as counterparty to trades rather than as an agent or broker. All transactions are bilateral and negotiated directly between Exchange Capital and the Counterparty via the RFQ process.

3.2 Supported Assets

Exchange Capital supports trading in a range of Digital Assets as communicated to Counterparties from time to time. The list of supported assets may be modified at Exchange Capital's sole discretion. Exchange Capital does not guarantee continuous availability of any specific asset.

3.3 No Investment Advice

Nothing provided by Exchange Capital — including quotes, market commentary, data, or trade execution — constitutes investment advice, financial advice, or a recommendation to buy, sell, or hold any Digital Asset. Counterparties are solely responsible for their own trading decisions.

3.4 Market Risk

All quotes are indicative until confirmed. Prices in Digital Asset markets can move significantly between quote and execution. Exchange Capital accepts no liability for adverse price movements occurring prior to settlement of a confirmed trade.

Order Execution

4.1 RFQ Process

Trades are executed via Exchange Capital's proprietary RFQ platform or through agreed bilateral communication channels. A transaction is only binding when both parties have confirmed the trade terms in writing (including electronic confirmation).

4.2 Execution Policy

Exchange Capital will use reasonable endeavours to execute confirmed transactions promptly. However, Exchange Capital does not guarantee execution of any order and may decline to execute or cancel trades in circumstances including but not limited to: technical failure, regulatory requirements, liquidity constraints, market disruption, or suspected fraudulent activity.

4.3 Trade Confirmation

Upon execution of a trade, Exchange Capital will provide a trade confirmation setting out the agreed price, quantity, asset, settlement date, and wallet/bank details. Counterparties must review and raise any disputes within two (2) business hours of receipt of a confirmation.

4.4 Errors and Cancellations

Exchange Capital reserves the right to cancel any trade executed as a result of a manifest error in price, quantity, or other material term. In such circumstances Exchange Capital will notify the Counterparty promptly.

Settlement

5.1 Settlement Obligations

Counterparties are required to settle confirmed trades within the timeframe specified in the trade confirmation. Standard settlement is same-day (T+0) for Digital Asset legs and as agreed for fiat currency legs. Failure to settle on time may result in trade cancellation, additional charges, and suspension of access.

5.2 Settlement Infrastructure

Digital Asset settlement is conducted via Exchange Capital's proprietary settlement rails and licensed infrastructure. Exchange Capital does not accept liability for delays caused by blockchain network congestion, third-party custodians, or banking system delays outside of its reasonable control.

5.3 Fiat Settlement

Fiat currency settlement is conducted via Exchange Capital's licensed banking and payment partners. Bank details will be provided in the trade confirmation. Counterparties must use the exact reference details provided to ensure correct allocation of funds.

5.4 Failed Settlement

In the event of a failed or delayed settlement attributable to the Counterparty, Exchange Capital reserves the right to close out the position at prevailing market prices, apply applicable charges, and recover any resulting losses from the Counterparty.

Fees & Charges

6.1 Spread-Based Pricing

Exchange Capital's primary remuneration is derived from the bid-offer spread applied to quoted prices. Specific fee schedules are agreed bilaterally as part of the onboarding process and Master Trading Agreement.

6.2 Additional Charges

Exchange Capital reserves the right to apply additional charges for: failed settlement, late payment, extraordinary operational requirements, regulatory compliance costs directly attributable to a Counterparty, or services outside the standard OTC offering. All such charges will be notified in advance where practicable.

6.3 Taxes

Counterparties are solely responsible for determining and paying all taxes applicable to their trading activity. Exchange Capital does not provide tax advice and accepts no liability for any Counterparty's tax obligations.

Representations & Warranties

By accessing Exchange Capital's services, the Counterparty represents and warrants that:

• It is duly incorporated or constituted and has full legal authority to enter into transactions with Exchange Capital.
• It is acting as principal and not as agent for any undisclosed third party, unless otherwise agreed in writing.
• All information provided during onboarding and ongoing is true, accurate, and complete.
• It is not subject to any sanctions, asset freezes, or restrictions imposed by any competent authority.
• Its Digital Assets and fiat funds are derived from legitimate sources and not the proceeds of criminal activity.
• It has obtained all necessary internal approvals and regulatory authorisations to enter into the transactions contemplated.
• It will promptly notify Exchange Capital of any material change to its corporate structure, ownership, regulatory status, or financial condition.

Risk Acknowledgement

By accessing Exchange Capital's services, the Counterparty acknowledges that it has read and understood Exchange Capital's Risk Disclosure Statement and accepts all risks associated with Digital Asset trading, including but not limited to: market risk, liquidity risk, regulatory risk, technology risk, counterparty risk, and operational risk.

Limitation of Liability

9.1 Exclusion of Consequential Loss

To the fullest extent permitted by Applicable Law, Exchange Capital excludes all liability for indirect, consequential, special, or punitive damages, including lost profits, loss of business, or loss of data, however arising.

9.2 Cap on Liability

Exchange Capital's total aggregate liability to any Counterparty in respect of any single event or series of connected events shall not exceed the total fees paid by that Counterparty to Exchange Capital in the three (3) months immediately preceding the event giving rise to the claim.

9.3 Force Majeure

Exchange Capital shall not be liable for any failure or delay in performance resulting from circumstances beyond its reasonable control, including but not limited to: blockchain network failures, regulatory intervention, acts of God, cyberattacks, market suspension, or banking system disruption.

Confidentiality

Both parties agree to keep confidential all non-public information received from the other party in connection with the OTC Services, including but not limited to: trade details, pricing, business strategy, technology, and client information. This obligation survives termination of any trading relationship and shall endure for a period of five (5) years following the date of disclosure, unless the information enters the public domain through no fault of the receiving party.

Exchange Capital may disclose Counterparty information to regulatory authorities, law enforcement agencies, or financial intelligence units as required by Applicable Law without prior notice to the Counterparty where legally required or permitted to do so.

Termination

Either party may terminate the trading relationship on reasonable written notice. Exchange Capital may terminate immediately and without notice in circumstances including: breach of these Terms, regulatory direction, suspected fraudulent activity, failed KYB/KYC, or material adverse change in the Counterparty's circumstances. Upon termination, all outstanding settlement obligations remain due and payable.

Governing Law

These Terms and Conditions and any dispute arising from or in connection with them shall be governed by and construed in accordance with the laws of the jurisdiction in which Exchange Capital is registered, as notified to Counterparties during onboarding. Any disputes not resolved by negotiation shall be referred to binding arbitration under the rules of an internationally recognised arbitration body as agreed between the parties.

Amendments

Exchange Capital reserves the right to amend these Terms and Conditions at any time. Counterparties will be notified of material changes with reasonable notice. Continued use of the OTC Services following notification of amendments constitutes acceptance of the revised terms.

Contact

For questions relating to these Terms and Conditions, or to raise a complaint or dispute, please contact Exchange Capital's legal and compliance team:

• Email: compliance@excap.io
• General enquiries: desk@excap.io
• Website: excap.io