CAA March 2021
By continuing to access this website and any other of the Services contemplated here, you acknowledge and warrant that you are aware of the following.
- QCP Capital Pte. Ltd. is an exempt payment services provider pending licensing under the Payment Services Act (2019) to provide DPT services. Please note that this does not mean you will be able to recover all the money or DPTs you paid to your/a DPT service provider if your/a DPT service provider’s business fails.
- You should not transact in the DPT if you are not familiar with this DPT. This includes how the DPT is created, and how the DPT you intend to transact is transferred or held by your DPT service provider.
- You are aware that the value of DPTs may fluctuate greatly, and that you should buy DPTs only if you are prepared to accept the potentially substantial risk of losing all of the money you put into such tokens.
- You are aware that as with any asset, the value of DPTs can go up or down and there can be a substantial risk that you lose money buying, selling, holding, or investing in DPTs. You should carefully consider whether trading or holding Digital Tokens is suitable for you in light of your financial condition.
- QCP, as part of its license application to provide DPT services, may offer services related to DPTs which are promoted as having a stable value, commonly known as “stablecoin”.
- Trading in payment token derivatives (“PTD”) are also not any less risky than trading in DPTs. PTD services are not regulated by the MAS and QCP is, as such, not licensed under the MAS to provide PTD services. You should only trade in PTDs if you are an Accredited Investor and/or have sufficient experience and knowledge in trading PTDs.
- QCP is not registered or licensed to operate in the states of Louisiana and New York and will not be able to establish a trading relationship with you if you are resident, incorporated or have your principal place of business in New York or Louisiana.
1. Agreement Conditions
QCP reserves the right, at our sole discretion, to modify or replace these Terms at any time. QCP will provide notice of these changes by updating the Terms on the webpage https://qcp.capital/terms-of-use/ and changing the “[CAA]” date on this page. Any and all modifications or changes to these Terms will be effective immediately upon being announced on the website or released to users. As such, your continued use of QCP’s services acts as acceptance of the amended agreement and rules, you agree to be bound by the revised terms. If you do not agree to any modification to these Terms, please stop using the Services. QCP encourages you to frequently review the Terms to ensure you understand the terms and conditions that apply to your access to, and use of, the Services.
QCP trades in DPTs (or crypto/digital currencies) solely with onboarded and approved counterparties for the purchase and sale of DPTs on a proprietary, principal to principal basis. In contacting QCP, whether directly or by way of this website and its contemplated Services, or in seeking to onboard with QCP as an approved counterparty, you are expressing an interest in the establishment of a counterparty trading relationship with QCP for the express purpose of trading DPTs in your own capacity as principal and on a proprietary basis, and you do so at your own risk and of your own volition. You further acknowledge and attest that you understand that your communications with QCP and/or starting of the onboarding process on this website do not indicate or otherwise suggest that you are an approved counterparty to QCP, or have any other form of relationship, trading or otherwise, with the Company. Your approval as a counterparty with QCP is subject to the successful clearance of all relevant AML/KYC checks and processing and you acknowledge that QCP is under no obligation to approve your application to be an approved counterparty or to establish any trading relationship with QCP. All approvals are at the sole discretion of QCP, and no reasons or explanations need to be given in the event of an unsuccessful application. QCP also reserves the right to deny you any aspect of the Services which QCP deems, in its sole and absolute discretion, to be unsuitable to your investor profile. This website and the Services contemplated therein are directed at and made available solely to persons and entities in jurisdictions in which the purchase and sale, and any other trading of DPTs is not legally prohibited.
3. Third-Party Access
Our Service may contain links to third-party web sites or services that are not owned or controlled by QCP. QCP has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. You acknowledge that granting permission to a third party to take specific actions on your behalf does not relieve you of any of your responsibilities under this Agreement. You are fully responsible for all acts or omissions of any third party with access to your QCP Account and any action of such third party shall be considered to be an action authorised by you. Further, you acknowledge and agree that you will not hold QCP responsible for, and will indemnify QCP from, any liability arising out of or related to any act or omission of any third party with access to your QCP Account or in connection with use of or reliance on any such content, goods or services available on or through any such web sites or services.
4. Identity Verification
The identity verification information we request may include, but is not limited to, your: Name, Email Address, Contact Information, Telephone Number, Username, Government Issued ID, Date of Birth and other information collected at the time of account registration. In providing this required information, you confirm that it is accurate and authentic. Post-registration, you must guarantee that the information is truthful, complete and updated in a timely manner with any changes. If there is any reasonable doubt that any information provided by you is wrong, untruthful, outdated or incomplete, QCP shall have the right to send you a notice to demand corrections, remove relevant information directly and, as the case may be, terminate all or part of the Services to you. You shall be solely and fully responsible for any loss or expenses incurred during the use of QCP Service if you cannot be reached through the contact information provided. You hereby acknowledge and agree that you have the obligation to keep all information provided up to date if there are any changes.
By signing up for a QCP Account you hereby authorize QCP to make inquiries, whether directly or through third parties, that QCP considers necessary to verify your identity or protect you and/or QCP against fraud or other financial crimes, and to take action QCP reasonably deems necessary based on the results of such inquiries. When we carry out these enquiries, you acknowledge and agree that your personal information may be disclosed to credit reference and fraud prevention or financial crime agencies and that these agencies may respond to our enquiries in full. This is an identity check only and should have no adverse effect on your credit rating. Additionally, we may require you to wait some amount of time after completion of a transaction before permitting you to use further QCP Services and/or before permitting you to engage in transactions beyond certain volume limits.
5. Risk Disclosures; Assumption of Risks; Release of QCP
Trading DPTs, or crypto/digital currencies, and use of other Services provided by QCP, involves significant risks and potential for financial losses, including risks associated with technological issues with the any/all of the underlying Blockchains on which the DPTs are created/issued. These include, but are not limited to: hard forks, network congestion, double-spend threats, smart contract hacks and code flaws, and etc. QCP may at its own risk management discretion temporarily suspend transfers and trading of any DPT it considers to be at risk of such threats. The risks contemplated here may result in loss of DPTs, decrease in or loss of all value, inability to access or transfer DPTs, inability to trade DPTs, inability to receive financial benefits available to other DPTs, and other financial losses to you. You hereby acknowledge that these risks fall outside the sphere which may be influenced by actions of QCP. Therefore, QCP will have no responsibility or liability for, any such risks. You represent and warrant that you have (a) the necessary technical expertise and ability to review and evaluate the security, integrity and operation of any DPTs that you decide to acquire or trade; and (b) the knowledge, experience, understanding, professional advice and information to make your own evaluation of the merits and risks of any DPTs or trade. You accept the risk of trading DPTs by using the Services, and are responsible for conducting your own independent analysis of the risks specific to the DPTs and the Services.
6. Suspension, Termination and Cancellation
- We are, in our reasonable opinion, required to do so by applicable law, regulation or any court or other authority to which we are subject in any jurisdiction;
- We reasonably believe that we need to do so in order to protect our reputation;
- We reasonably suspect you of acting in breach of this Agreement;
- We detect unusual activity in the account;
- We detect unauthorized access to the account;
- We have concerns that a transaction is erroneous or about the security of your QCP Account or we suspect the QCP Services are being used in a fraudulent or unauthorised manner;
- We suspect money laundering, terrorist financing, fraud, or any other financial crime;
- Use of your QCP Account is subject to any pending litigation, investigation, or government proceeding and / or we perceive a heightened risk of legal or regulatory non-compliance associated with your QCP Account activity; and / or
- You take any action that may circumvent our controls such as opening multiple QCP Accounts or abusing promotions which we may offer from time to time.
- We are required to do so by a court order or command by a regulatory / government authority.
In case of any of the following events, QCP shall have the right to terminate your QCP Account and any status you may have as an approved counterparty, and shall have the right to permanently freeze (cancel) your account and approval status:
- After QCP terminates Services to you;
- The information that you have provided is untruthful, inaccurate, outdated or incomplete;
- When these Terms are amended, you expressly state and notify QCP of your unwillingness to accept the amended Terms;
- You request that the Services be terminated;
- And any other circumstances where QCP deems it should terminate the services.
Should your Account be terminated, the Account and transactional information required for meeting data retention standards will be securely stored for at least 5 years. If QCP does place an administrative hold on some or all of your funds or Account, QCP may continue such hold until such time as the dispute has been resolved and evidence of the resolution acceptable to QCP has been provided to QCP in a form acceptable to QCP. QCP will not involve itself in any such dispute or the resolution of the dispute. You agree that QCP will have no liability or responsibility for any such hold, or for your inability to withdraw funds or execute trades during the period of any such hold.
If we refuse to complete a transaction and / or suspend, restrict or close your QCP Account, and / or terminate your use of QCP Services, we will (unless it would be unlawful for us to do so) provide you with notice of our actions and the reasons for refusal, suspension or closure, and where appropriate, with the procedure for correcting any factual errors that led to the refusal, suspension or closure. In the event that we refuse to complete a transaction and / or suspend your QCP Account we will lift the suspension or complete the transaction as soon as reasonably practicable once the reasons for refusal and / or suspension no longer exist. However, we are under no obligation to allow you to reinstate a transaction at the same price or on the same terms as the suspended, reversed or cancelled transaction.
You acknowledge that our decision to take certain actions, including limiting access to, suspending, or closing your QCP Account, may be based on confidential criteria that are essential for the purposes of our risk management and security protocols. You agree that we are under no obligation to disclose the details of its risk management and security procedures to you.
You agree that QCP will not be responsible, and you shall have no claim against QCP, for any losses, action or claims of any kind or nature whatsoever which arise as a result of any steps, acts, inaction, or omission taken in accordance with this provision.
7. No Financial Advice
QCP is not your broker, intermediary, agent, or advisor and has no fiduciary relationship or obligation to you in connection with any trades or other decisions or activities affected by you using the Services. No communication or information provided to you by QCP including but not limited to QCP’s marketing or promotional material, or social media broadcasts, are intended as, or shall be considered or construed as, investment advice, financial advice, trading advice, or any other sort of advice. All trades are executed automatically, based on the parameters of your order instructions and in accordance with posted trade execution procedures, and you are solely responsible for determining whether any investment, investment strategy or related transaction is appropriate for you based on your personal investment objectives, financial circumstances and risk tolerance. You should consult your legal or tax professional regarding your specific situation. QCP does not recommend that any DPTs should be bought, earned, sold, or held by you. Before making the decision to buy, sell or hold any DPTs, you should conduct your own due diligence and consult your financial advisors before making any investment decision. QCP will not be held responsible for the decisions you make to buy, sell, or hold DPTs based on the information provided by QCP.
To the maximum extent permitted under applicable law, the services, the QCP materials and any product, service or other item provided by or on behalf of QCP are provided on an “as is” and “as available” basis and QCP expressly disclaims, and you waive, any and all other warranties of any kind, whether express or implied, including, without limitation, implied warranties of merchantability, fitness for a particular purpose, title or non-infringement or warranties arising from course of performance, course of dealing or usage in trade. Without limiting the foregoing, QCP does not represent or warrant that the site, the services or QCP materials are accurate, complete, reliable, current, error-free, or free of viruses or other harmful components. QCP does not guarantee that any order will be executed, accepted, recorded or remain open. Except for the express statements set forth in this agreement, you hereby acknowledge and agree that you have not relied upon any other statement or understanding, whether written or oral, with respect to your use and access of the services. Without limiting the foregoing, you hereby understand and agree that QCP will not be liable for any losses or damages arising out of or relating to: (a) any inaccuracy, defect or omission of digital currency price data, (b) any error or delay in the transmission of such data, (c) interruption in any such data and (d) any damages incurred by another user’s actions, omissions or violation of this agreement.
The disclaimer of implied warranties contained herein may not apply if and to the extent it is prohibited by applicable law of the jurisdiction in which you reside.
To the maximum extent permitted by applicable law, in no event will QCP, its affiliates and their respective shareholders, members, directors, officers, employees, attorneys, agents, representatives, suppliers or contractors be liable for any incidental, indirect, special, punitive, consequential or similar damages or liabilities whatsoever (including, without limitation, damages for loss of data, information, revenue, profits or other business or financial benefit) arising out of or in connection with the services, any performance or non-performance of the services, or any other product, service or other item provided by or on behalf of QCP and its affiliates, whether under contract, statute, strict liability or other theory even if QCP has been advised of the possibility of such damages, except to the extent of a final judicial determination that such damages were a result of QCP’s gross negligence, fraud, willful misconduct or intentional violation of law. Some jurisdiction does not allow the exclusion or limitation of incidental or consequential damages, so the above limitation may not apply to you.
Notwithstanding the foregoing, in no event will the liability of QCP, its affiliates and their respective shareholders, members, directors, officers, employees, attorneys, agents, representatives, suppliers or contractors arising out of or in connection of the services, any performance or non-performance of the services, or any other product, service or other item provided by or on behalf of QCP or its affiliates whether under contract, statute, strict liability or other theory, exceed the amount of the fees paid by you to QCP under this agreement in the twelve-month period immediately preceding the event giving rise to the claim for liability.
You agree to indemnify and hold harmless QCP, its affiliates, contractors, licensors, and their respective directors, officers, employees and agents from and against any claims, actions, proceedings, investigations, demands, suits, costs, expenses and damages (including attorneys’ fees, fines or penalties imposed by any regulatory authority) arising out of or related to (i) your use of, or conduct in connection with the Services, (ii) your breach or our enforcement of these Terms, or (iii) your violation of any applicable law, regulation, or rights of any third party during your use of the Service. If you are obligated to indemnify QCP, its affiliates, contractors, licensors, and their respective directors, officers, employees or agents pursuant to this clause, QCP will have the right, in its sole discretion, to control any action or proceeding and to determine whether QCP wishes to settle, and if so, on what terms.
9. Data Protection
- Your disclosure to us of any personal data relating to individuals other than yourself was or will be made in accordance with all applicable data protection and data privacy laws, and those data are accurate, up to date and relevant when disclosed;
10. Dispute Resolution
If any dispute shall arise in connection with these Terms, either you or we may initiate the dispute resolution procedures set forth in this section by giving the other party written note of such dispute ( “Dispute Notice” ).
Following issuance of a Dispute Notice, both you and we shall agree to participate in mediation and undertake to abide by the terms of any settlement reached. The mediation must take place within sixty (60) days of the date of the Dispute Notice, and the mediator shall be an Associate or Principal Mediator accredited by the Singapore Mediation Centre or an accredited mediator who has been agreed on an ad hoc basis between the parties for the purposes of seeking a possible resolution to the dispute. Parties shall endeavour to agree on a mediator, failing which the mediator shall be selected by the Singapore Mediation Centre.
If the dispute cannot be resolved by mediation within sixty (60) days of the date of the Dispute Notice, then either you or we may refer the dispute to arbitration before a sole arbitrator, administered by the Singapore International Arbitration Centre (SIAC) in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (SIAC Rules) for the time being in force, which rules are deemed to be incorporated by reference to this section. The seat of the arbitration shall be Singapore. The language of the arbitration shall be English.
Notwithstanding the above, QCP may, at its election, commence proceedings against you in the Singapore Courts and you agree to irrevocably submit to the jurisdiction of the Singapore Courts in such an event.
11. Governing Law
These Terms shall be governed and construed in accordance with the laws of Singapore, without regard to its conflict of law provisions.
QCP’s failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by any court or arbitrator, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Service, and supersede and replace any prior agreements we might have between us regarding the Service.