This Part C only applies to Swap Transaction-related Services which are provided exclusively by Red Dot Payment.
33. SWAP TRANSACTION SERVICES - GENERAL
33.1 Red Dot Payment, on a principal basis, allows users to enter into the following transactions on an over-the-counter basis (together, "Swap Transactions"):
(a) purchase or otherwise acquire Acceptable Tokens by fiat or other Acceptable Tokens;
(b) sell or otherwise dispose of Acceptable Tokens into fiat or other Acceptable Tokens; and
(c) access any other related services as Red Dot Payment may from time to time determine.
33.2 Without limiting any provision of these Terms, the Swap Transaction-related Services are subject to:
(a) any directions, decisions and requirements issued by us from time to time in connection with the Swap Transaction-related Services;
(b) Applicable Law (including the AML/CTF Requirements); and
(c) any Confirmation sent to you by Red Dot Payment (including the correction of any manifest error and material omission in that Confirmation).
33.3 Subject to the application of any mandatory provisions of any Applicable Law, if there is any inconsistency between any term of these Terms and any direction, decision, requirement or other rule issued by Red Dot Payment in connection with the Swap Transaction-related Services, the latter prevails, to the extent of the inconsistency.
33.4 By accessing the Swap Transaction-related Services, you acknowledge that Red Dot Payment acts as principal in relation to any Swap Transactions. Red Dot Payment does not act as an executing, clearing and/or prime broker with respect to any Swap Transactions.
33.5 You understand and agree that, in addition to the matters disclosed in these Terms, Red Dot Payment may have a material interest in a Swap Transaction by virtue of its role as a counterparty to such Swap Transaction.
33.6 You may access the Swap Transaction-related Services through any agreed communication method, including through the App and any other communication methods Red Dot Payment notifies you from time to time ("Swap Agreed Communication Methods").You may only use the Swap Transaction-related Services and operate your Account as principal.
33.7 You agree that before accessing or using the Swap Transaction-related Services or your Account while you are outside your country of residency, you will ensure that you would not be breaking any laws, rules or regulations in that other country by doing so.
33.8 To place an order for a Swap Transaction, you must follow the procedures set out in Clause 34.
33.9 When you place your order with Red Dot Payment by sending an Instruction, including a Trading Instruction and Non-Trading Instruction, through a Swap Agreed Communication Method, the quantity of the relevant Acceptable Tokens or fiat will be held and recorded in your Account (including Custodian Account(s), Self-custody Wallet (subject to the Smart Contract Vault) and/or Virtual Account, as applicable) as being on hold, until that Instruction is executed, expired or otherwise cancelled by Red Dot Payment.
33.10 The trading hours of our Swap Transaction-related Services are twenty-four (24) hours a day, seven (7) days a week, three-hundred and sixty-five (365) days a year ("Trading Hours"). Red Dot Payment has the discretion to determine from time to time the Trading Hours of the Swap Transaction-related Services and may change the Trading Hours and arrangements of the Swap Transaction-related Services at any time. Red Dot Payment will notify you if there is a change of Trading Hours where it is practicable to do so.
33.11 Red Dot Payment may from time to time in its reasonable discretion revise the scope of the Swap Transaction-related Services and/or fully or partially restrict, withdraw, suspend or discontinue your right to use the Swap Transaction-related Services at any time without prior notice to or any consent from you and without assigning any reason for that action.
34. SWAP TRANSACTIONS - PROCEDURE
34.1 Requests and invitations
(a) In order to initiate a Swap Transaction, you must either: (i) submit a request for a quote to purchase or sell an Acceptable Token that Red Dot Payment provides as the counterparty; or (ii) respond to an invitation from Red Dot Payment in respect of a Swap Transaction.
(b) You must deliver all requests and responses to initiate a Swap Transaction through a Swap Agreed Communication Method and in a format that is acceptable to Red Dot Payment.
34.2 Quote
(a) In response to:
(i) a request submitted by you; or
(ii) an acceptance of an invitation provided by Red Dot Payment,
in accordance with Clause 34.1, Red Dot Payment may provide a quote stating:
(A) the type and quantity of the Acceptable Token that are the subject of the proposed Swap Transaction;
(B) the price of the Acceptable Token that are the subject of the Swap Transaction (whether in fiat or other Acceptable Tokens) (rounded to the nearest eight (8) decimal places);
(C) the time, if any, at which the quote will expire and be deemed to have been rejected;
(D) fee or commission calculation (rounded up to the nearest eight (8) decimal places); and
(E) the total amount payable or receivable by you in respect of that proposed Swap Transaction.
(b) For the avoidance of doubt, Red Dot Payment is under no obligation to provide a quote in response to you:
(i) submitting a request to Red Dot Payment; or
(ii) accepting an invitation from Red Dot Payment,
whether in accordance with Clause 34.1 or otherwise.
(c) If not stated in accordance with Clause 34.2(a)(ii)(C), a quote may expire at any time at Red Dot Payment’s sole discretion.
34.3 Acceptance and execution of quote
If, after Red Dot Payment provide a quote, you respond to such quote before its expiry or cancellation, and it confirms your response:
(a) a Swap Transaction is agreed in the terms of the accepted quote;
(b) a Confirmation of the Swap Transaction will be delivered to you by Red Dot Payment setting out all the information provided in the accepted quote and any additional, agreed terms that apply to that Swap Transaction; and
(c) Red Dot Payment will make necessary adjustments to the Account (including Custodian Account(s), Self-custody Wallet (subject to the Smart Contract Vault) and/or Virtual Account, as applicable).
34.4 Confirmations
(a) You agree that, save for any manifest error, a Confirmation is sufficient for all purposes to evidence a binding Swap Transaction between you and Red Dot Payment unless and until you notify us otherwise as soon as reasonably practicable after the relevant Confirmation is delivered.
(b) You must inform Red Dot Payment if you do not receive a Confirmation in respect of any Swap Transaction before it is settled, or if there are errors in any Confirmation that you receive.
34.5 Cancellation
Red Dot Payment may cancel a quote before its expiry or the settlement of a brokerage services transaction in the case of:
(a) a manifest error;
(b) where Red Dot Payment believes that a pre-condition under Clause 3.3 has not been satisfied; or
(c) where Red Dot Payment believes that you do not have sufficient Acceptable Tokens or fiat for the Swap Transactions in the Account (including Debit Account, Self-custody Wallet (subject to the Smart Contract Vault) and/or Virtual Account, as applicable).
35. CALCULATIONS
35.1 Calculation agent
(a) Red Dot Payment is the calculation agent for each Swap Transaction and calculations are carried out in its sole discretion, unless otherwise specified in the relevant Confirmation.
(b) The calculation agent is, subject to the relevant Confirmation, responsible for:
(i) calculating the fees and any rates, amounts, periods and dates (including changes to any of them) in accordance with the Confirmation;
(ii) giving notice of such fees, rates, amounts, periods and dates;
(iii) determining the value of any Acceptable Tokens in fiat or other Acceptable Tokens (and vice versa);
(iv) effecting or calculating any fiat or other Acceptable Tokens conversion necessary or desirable for the purposes of any Swap Transaction; and
(v) calculating the net balance due between the parties.
(c) The calculations and determinations of the calculation agent are final and binding on you in the absence of a manifest error. They will be applied using such methodology as Red Dot Payment’s determine in good faith and at its discretion.
35.2 Adjustments
(a) If, in Red Dot Payment’s opinion, any event or circumstance occurs that adversely affects its ability in determining the amount payable to or by you in respect of any Swap Transaction and such circumstances continue for a period of not less than two (2) business days, it may make such adjustments to the method used or to be used to determine the amount payable to or by you in respect of any Swap Transaction in accordance with its customary practices or market practice of which it is aware (if any).
(b) Adjustments made in accordance with Clause 35.2(a) are binding and conclusive against you.
36. WITHDRAWAL OR TRANSFER OF ACCEPTABLE TOKENS IN SWAP TRANSACTIONS
36.1 Any fiat and/or Acceptable Tokens may be transferred from your Account by Red Dot Payment for settling a Swap Transaction and applicable fees, costs and tax in full without set-off, counterclaim or deduction or withholding (including on account of any tax) unless the deduction or withholding is required by Applicable Law.
36.2 Subject to other provisions under this Clause 36, Red Dot Payment will deliver, or procure the delivery of, any relevant fiat and/or Acceptable Tokens owing to you under a Swap Transaction to you and third parties (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 withdrawal, transfer or release in accordance with these Terms. Unless otherwise agreed by it, all such deliveries are made to your relevant Account (including Debit Account, Self-custody Wallet (subject to the Smart Contract Vault)). Red Dot Payment’s delivery obligations are satisfied upon the completion of its usual procedures to effect the transfer. All delivery of Acceptable Tokens to you will be rounded down to the nearest eight (8) decimal places. Any such withdrawal, release or transfer 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).
36.3 Red Dot Payment 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 a fiat and/or Acceptable Tokens from or to you and it will provide notice of any such refusal as soon as reasonably practicable. In particular, it may refuse to accept any delivery of Acceptable Tokens that do not meet the pre-condition under Clause 3.3 from you, and you cannot use any such Acceptable Tokens to settle any Swap Transaction.
36.4 You acknowledge and agree that if at any time there are (having regard to other payments debited or due to be debited) insufficient fiat or Acceptable Tokens recorded in the Account, Red Dot Payment may, in its absolute discretion and without any obligation to do so: (i) decline to execute your Trading Instructions; and (ii) force-sell any Acceptable Tokens held at the Account on your behalf, in each case without further instruction or sanction from you or notification to you.
