• PART A. CUSTODIAN ACCOUNT(S)

This Part A applies to the Custodian Account(s), in addition to the other terms and conditions of these Terms. 

• 25. CUSTODIAN ACCOUNT(S) - GENERAL

  • 25.1 You will, as part of opening the Account with the Group, establish a contractual relationship with the Custodian to ensure the custody of your fiat currencies, Digital Assets and other assets (as applicable). The user hereby appoints the Custodian, and the Custodian hereby accepts the appointment, as the custodian of fiat currencies, securities, Digital Assets and any other assets or properties, deposited and/or delivered by the user from time to time. 

  • 25.2 The Custodian agrees to keep safely all assets of users delivered to the Custodian in accordance with the provisions of these Terms and Applicable Laws, and agrees to perform the duties of such custodian in accordance with the provisions of these Terms and all Applicable Laws with which the Custodian is required to comply in the performance of the services set forth in these Terms. The duties of the Custodian shall only be those specifically undertaken pursuant to these Terms.

  • 25.3 The user shall deliver, or cause to be delivered, to the Custodian such assets, and from time to time all payments of income, payments of principal or capital distributions received by it with respect to such assets from time to time. Securities may be delivered to the Custodian in physical form or by means of book-entry. 

  • 25.4 As part of the Custodian's custodial services in relation to the Custodian Account(s), the Custodian shall provide one or more individual on-chain addresses dedicated to the user (“Custodian Wallet”), secured by the Custodian, to store certain supported Digital Assets on the user's behalf. The Digital Assets held to the credit of the user's Custodian Wallets are not treated as the assets of the Custodian. The Digital Assets stored in the user's Custodian Wallet are segregated from Digital Assets that the Custodian custodies for its other users or Digital Assets of the Custodian. Within the Custodian Wallet, the keys shares giving access to the Digital Assets are managed and held by the Custodian's employees. Each user has his/her dedicated deposit wallet address, which is visible on the user's Custodian Account(s) (in the App or Site). Each user can choose to have multiple deposit Custodian Wallets.

  • 25.5 By keeping different Digital Assets in the Custodian Wallet, the user undertakes responsibility for possible depreciation of different Digital Assets due to fluctuations in the price of such Digital Assets and shall not have a right to raise claims against the Custodian in this respect. 

  • 25.6 If you are using a Custodian Account(s) in connection with the Services, the Group will manage the fiat currencies, Digital Assets and other assets (as applicable) held in the Custodian Account(s) on your behalf and in accordance with these Terms.

  • 25.7 By using the Custodian Account(s), you confirm that you understand the inherent risks associated with using the Custodian Account(s), including but not limited to:

    • (a) system risks: risks related to the operation and security of the Custodian’s systems and platforms;

    • (b) market risks: risks arising from the volatile nature of Digital Assets and their fluctuating market values; 

    • (c) regulatory risks: risks associated with changing regulations and legal compliance of the Custodian;

    • (d) security risks: risks related to the potential loss or theft of Digital Assets due to cyberattacks or breaches by the Custodian; and

    • (e) operational risks: risks arising from operational failures, errors, or disruptions in the Custodian Account(s).

  • 25.8 The Group has the right to give various instructions to the Custodian for the purpose of settling your Card Balances or other transactions under the Services. Such instructions may include, but shall not be limited to, freezing, converting and transferring the assets held in the Custodian Account(s) as may be required for settlement purposes, as further described in these Terms. The Custodian is obligated to act upon such instructions of the Group from time to time in accordance with the terms of their agreement.

  • 25.9 Your Custodian Account(s) comprises individual accounts designated for respective users, which shall be embedded with the other Services provided by the Group (including the RedotPay Card), for the purpose of storage and custody of the approved fiat currencies, Digital Assets and other assets (as applicable). Subsequently, all such assets of different users will be swept into a ring-fenced, pooled, centralised omnibus vault account ("Pooled Account") held by the Custodian, which is segregated from the Custodian's own proprietary accounts. The Pooled Account will include all assets of all users, but:

    • (a) your Custodian Account(s) will at all times be maintained in the account records of the Custodian; and 

    • (b) your identity and your share of the assets in the Pooled Account (as represented by your Wallet Balance) will be maintained in the records of the Custodian.

  • 25.10 The Custodian Account(s) is not a debit card supported by a bank account and does not in any way connect to or constitute a savings account or a checking account. No interest will be paid for assets maintained in the Custodian Account(s).

  • 25.11 If you are using a Custodian Account(s) in connection with the Services, including a RedotPay Card, you authorise, understand and acknowledge that the assets in the Custodian Account(s) will be managed by the Group, as outlined in these Terms, to ensure the proper functions of the Services, for security purposes and for compliance with Applicable Law.

  • 25.12 The Custodian Account(s) is not a deposit account and the assets (including fiat currencies, Digital Assets and other assets (as applicable)) held therein are not qualified for protection by the Deposit Protection Scheme (as referred to in the Deposit Protection Scheme Ordinance (Cap. 581 of the Laws of Hong Kong) in Hong Kong).

  • 25.13 You acknowledge and/or warrant that:

    • (a) the Group has the sole discretion to modify or make necessary arrangements in relation to the Custodian Account(s), including but not limited to (i) choosing to follow one or more chains resulting from a fork in the Digital Assets or (ii) modifying the Pooled Account arrangement;

    • (b) the Group is not acting as a trustee, fiduciary or escrow agent with respect to your assets;

    • (c) the Custodian acts as a custodian with respect to your assets;

    • (d) you authorise the Group to freeze, convert and transfer your Digital Assets on your behalf as may be required under these Terms; and

    • (e) all assets deposited by you into the Custodian Account(s) are of legal origin and in compliance with all Applicable Law.

  • 25.14 The amount of time required to process a receipt or transfer transaction in Digital Assets will depend on various factors, including the performance of third parties. Once submitted to a Digital Assets network, a Digital Assets transaction will be unconfirmed for a period of time pending sufficient confirmation of the transaction by the Digital Assets network. A Digital Assets transaction is not complete while it is in a pending state. Digital Assets associated with Digital Assets transactions that are in a pending state will be still shown in your balance of Digital Assets with the Custodian (until the Digital Assets transaction is completed) – please be aware of this while checking your current balance. The Custodian makes no guarantee as to when the received Digital Assets will appear in your Custodian Account(s) as well as when the transferred Digital Assets will reach a payee.

  • 25.15 The Custodian shall not be responsible for any property of a user which is not delivered to the Custodian or which has been delivered out by the Custodian in accordance with proper Instructions, including without limitation property (i) held by other entities on behalf of the user, or (ii) delivered or otherwise removed from the custody of the Custodian in advance of payment. 

  • 25.16 The Custodian will be protected in acting upon any proper Instructions which are transmitted with testing or authentication agreed to by the Custodian from time to time, provided that such instructions comply with the other provisions of these Terms. The user shall promptly confirm any Oral Instructions with Written Instructions, provided that failure of such confirming Written Instructions to be received by the Custodian or to conform to the Oral Instructions shall in no way invalidate the transactions or enforceability of the transactions authorised by the Oral Instructions and effected prior to receipt by the Custodian of non-conforming Written Instructions, and provided further that if Written Instructions confirming Oral Instructions are inconsistent with such Oral Instructions the only obligation of the Custodian in connection therewith shall be to promptly notify the user of such inconsistency.

  • 25.17 Upon receipt of proper Instructions from the user, which may be continuing instructions or authorities when deemed appropriate by the parties (as set out in these Terms and Conditions), the Custodian shall pay out assets of the users.

  • 25.18 The Custodian may at any time or times in its discretion appoint (and may at any time remove) any other bank or trust company qualified to act as a custodian, as its agent, as the Custodian may from time to time direct; provided, however, that the appointment of any agent shall not relieve the Custodian of its responsibilities hereunder.

  • 25.19 The Custodian may in its discretion, without express authority from the user: (i) surrender securities in temporary form for securities in a definitive form; (ii) endorse for collection, in the name of the Portfolio, checks, drafts and other negotiable instruments; and (iii) in general, attend to all non-discretionary details and mandatory actions in connection with the sale, exchange, substitution, purchase, transfer and other dealings with the property of the user except as otherwise directed by proper Instructions.

  • 25.20 The Custodian shall, with respect to the user, create and maintain all records relating to its activities and obligations under these Terms required under Applicable Laws. All records created for a user shall be open for inspection during the regular business hours of the Custodian by the user and the applicable authorities. The user elects to receive communications via the App or otherwise, and therefore acknowledges that there are risks inherent in receiving communications via such method (including but not limited to virus contamination, disruptions in service and the fact that such communications may not be secure) and is assuming the risks of such communication method. 

  • 25.21 In making payments to service providers (including the Group when they provide Services to the users) pursuant to proper Instructions (including authorities granted by the user to the Group in these Terms), the user acknowledges that the Custodian is acting in an administrative or in a ministerial capacity, and not as the payor, for tax information reporting and withholding purposes.

  • 25.22 The user acknowledges that, as part of the Custodian’s compensation, the Custodian, to the extent permissible under Applicable Laws, will earn interest on cash balances held by the Custodian, which is not accountable to the user.

  • 25.23 The Custodian shall hold and segregate for the account of the user all non-cash property.

  • 25.24 The Custodian shall be entitled to compensation for its services and expenses as may be agreed to from time to time in writing by the user and the Custodian.

  • 25.25 In performing its responsibilities under these Terms, the Custodian agrees to exercise reasonable care, prudence and diligence normally expected for a custodian providing similar services (“Standard of Care”) and shall not be liable for any damages arising out of the Custodian’s performance of or failure to perform its duties under these Terms except to the extent that such damages arise out of the Custodian’s willful misfeasance, bad faith, negligence or otherwise from a breach of these Terms. Without limiting the foregoing, the Custodian shall not be liable for any damages arising out of any matter with respect to which the Custodian is otherwise relieved of liability as provided elsewhere in these Terms. In no event shall the Custodian be liable for any special, indirect or consequential damages, or lost profits or loss of business, arising under or in connection with these Terms, even if previously informed of the possibility of such damages and regardless of the form of action. 

  • 25.26 The Custodian shall not be liable for any defect in the title, validity or genuineness of any property or in the evidence of title thereto received by it or delivered by it pursuant to these Terms. The Custodian shall not be liable for any losses suffered by any of the user due to factors beyond the Custodian’s reasonable control (including acts of civil or military authority, national emergencies, general work stoppages, fire, flood, catastrophe, acts of God, insurrection, war, riots, terrorism, nationalization or expropriation, currency restrictions, or failure of the mails, transportation, communication or power supply). Further, the Custodian shall not be liable for the validity or invalidity or authority or lack thereof of any Oral Instruction or Written Instruction delivered. 

  • 25.27 The Custodian shall be without liability for any loss, damage or expense caused by or resulting from the insolvency of any sub-custodians that is not a majority-owned subsidiary of the Custodian.

  • 25.28 At any time, the Custodian may request Written Instructions from the user and may seek advice from legal counsel, with respect to any matter arising in connection with these Terms, and it shall not be liable for any action taken or not taken or suffered by it in good faith in accordance with such Written Instructions or in accordance with the opinion of counsel for the Custodian, provided that the Custodian at its own expense communicates to the user such opinion of counsel to the Custodian within a reasonable period of time prior to taking the action in question. Written Instructions requested by the Custodian will be provided by the user within a reasonable period of time.

  • 25.29 The user shall indemnify and hold harmless the Custodian from all taxes, charges, assessments, claims, damages and liabilities (including, without limitation, liabilities arising under the Applicable Laws), and costs and expenses, including without limitation reasonable attorneys’ fees and reasonable disbursements (including, without limitation, those incurred in asserting any claim by the Custodian against the user arising from the obligations of the user hereunder), arising from any action which the Custodian takes in accordance with the terms of these Terms or any omission by the Custodian to act or any other matter with respect to which the Custodian is otherwise relieved of liability or entitled to be held harmless as provided elsewhere in these Terms; provided that the Custodian shall not be indemnified against any liability (or any expenses incident to such liability) to the extent arising out of the Custodian’s own, or its affiliate’s or agent’s (for whose actions the Custodian is responsible under these Terms) willful misfeasance, bad faith, negligence or breach of these Terms.

• 26. DEPOSIT TO YOUR CUSTODIAN ACCOUNT(S)

  • 26.1 Either you or a third party may deposit Digital Assets or other assets including fiat monies into your Custodian Account(s) (each subject to KYC, KYT, or AML/CTF checks or the due diligence checks) to the extent they are not frozen or otherwise subject to any restriction on transfer in accordance with these Terms. To deposit Digital Assets or as applicable, other assets including fiat monies to your Custodian Account(s) for custody, you must adhere to the instructions provided on the App or the Site (as applicable). The Custodian Account(s) only accepts Acceptable Tokens as valid forms of Digital Assets for deposits or as applicable, other assets including fiat monies.

  • 26.2 Each of the Group and the Custodian has the right to conduct thorough KYC checks, KYT checks, AML/CTF checks and other due diligence checks on all assets and transactions associated with your Custodian Account(s). You are required to provide accurate and complete information and documentation upon request to facilitate these checks. 

  • 26.3 If, at any point, the Group deems it necessary to freeze a portion, or all of, the assets in your Custodian Account(s) in accordance with these Terms, you will be restricted from accessing or transacting with the affected assets until the freeze is lifted.

  • 26.4 You hereby represent and warrant that all assets deposited into your Custodian Account(s) for custody are legally and beneficially owned by you, and are not subject to any liens, encumbrances or legal disputes. You also affirm that these assets are not derived from, nor connected with, any unlawful activities.

  • 26.5 Each of the Group and the Custodian may refuse to accept a deposit of assets to your Custodian Account(s) for custody at its sole discretion, especially if there are concerns regarding the legality or authenticity of the assets, or if the KYC, KYT, or AML/CTF checks or the due diligence checks on the assets are not satisfactorily completed.

  • 26.6 You acknowledge and accept that the Group and the Custodian are obligated to report any suspicious activities or transactions to the relevant authorities, and you agree to fully cooperate with the Group, the Custodian and the relevant authorities in any resulting investigations.

  • 26.7 You are responsible for ensuring that you only send Acceptable Tokens (or as applicable, other acceptable assets including fiat monies) to the Custodian Account(s). Any assets sent to the Custodian Account(s) that are not Acceptable Tokens or acceptable assets, as applicable, may be irretrievably lost.

• 27. WITHDRAWALS OF ACCEPTABLE TOKENS FROM YOUR CUSTODIAN ACCOUNT(S)

  • 27.1 Subject to other provisions under this Clause 27, you may from time to time withdraw any relevant Acceptable Tokens from your Custodian Account(s) to yourself (subject to KYC, KYT, or AML/CTF checks or the due diligence checks) to the extent you are not otherwise subject to any restriction on withdrawal or release in accordance with these Terms. You may also, from time to time, transfer your Acceptable Tokens between your Custodian Accounts (e.g. from Debit Account to Credit Account, vice versa). Our delivery obligations are satisfied upon the completion of our usual procedures to effect the withdrawal. All delivery of Acceptable Tokens to you will be rounded down to the nearest eight (8) decimal places. Any such withdrawal or release shall be effected in accordance with such instructions and procedures as may be prescribed by these Terms or as may be set out on the App or the Site (as applicable).

  • 27.2 We may, acting in good faith and in a commercially reasonable manner, refuse to accept or make (or accept or make on such terms as we may determine) any delivery of an Acceptable Tokens from or to you and we will provide notice of any such refusal as soon as reasonably practicable. In particular, we may refuse to accept any delivery of Acceptable Tokens that do not meet the pre-condition under Clause 3.3 from you. 

  • 27.3 You must notify us immediately if you did not authorise a withdrawal related to a debit of Acceptable Tokens to your Account.

  • 27.4 We may set, vary or remove any limits on the withdrawal amount of Acceptable Tokens, frequency of withdrawal or other features relating to withdrawal of Acceptable Tokens, set by the Group and/or the Custodian from time to time at their sole discretion. 

  • 27.5 We may decline, suspend or terminate your access to your withdrawal services in relation to Acceptable Tokens at any time for any reason whatsoever, including for compliance with Applicable Laws or if you are suspected of acting in a fraudulent or illegal manner. We are not required to notify you before we suspend the access to the Acceptable Tokens withdrawal services but will notify you within a reasonable period after we do so.  

  • 27.6 You are responsible for ensuring the accuracy of the destination wallet address or relevant accounts with financial institutions. The Group and (if you are using a Custodian Account(s) in connection with a RedotPay Card) the Custodian shall not be liable to you in respect of any losses, damages or liabilities (including but not limited to tax liabilities) incurred as a result of any inaccurate or incompatible wallet addresses or accounts with financial institutions.

  • 27.7 We reserve the right to charge a handling fee, network fees or other charges in relation to the processing of any aspect of the withdrawal of Acceptable Tokens set out in our prevailing relevant fee schedules, the App and the Site.  You authorise us to debit any such fees, costs and expenses then due and payable by you from the withdrawal proceeds and/or any of your Account.

  • 27.8 We may vary any of these Terms applicable to the withdrawal of Acceptable Tokens, at any time by notice without giving reasons.  We will notify you of a variation through our designated communication channels or in any other manner that we consider appropriate. To the extent that it is within our control to do so, we will give you at least 30 calendar days’ prior notice (or such other notice period as permitted under Applicable Laws) of a change to any terms affecting any fees or charges, or your liabilities or obligations applicable to the withdrawal. If you still use the withdrawal services in relation to Acceptable Tokens prior to the effective date of a variation, then you will be bound by such variation accordingly.