Legal

Important – The Additional T&Cs stated in this section governs your access to our OTC & Swaps Services (as defined below). 

User advisory - The OTC Service is offered by the following StraitsX entities: Xfers Pte Ltd (i.e. XPL), StraitsX Payment Services Pte Ltd (i.e.SPSPL), StraitsX SGD Issuance Pte Ltd (i.e. STX XSGD) and/or StraitsX USD Issuance Pte Ltd (i.e. STX XUSD). The Swaps Service is offered by the following StraitsX entity: SPSPL. The OTC & Swaps services constitute the buying and/or selling of digital payment token activities, which are regulated activities under the Payment Services Act 2019. The aforementioned entities have all obtained a Major Payment Institution licence under the Payment Services Act 2019 to provide such digital payment token services.

1. SERVICE DESCRIPTION

1. StraitsX provides a comprehensive suite of digital asset exchange services through our OTC (Over-The-Counter) and Swaps Services. Our OTC Service is catered towards high-net-worth individuals and institutions seeking to conduct large transactions, allowing for direct exchange of StraitsX Tokens and supported Non-StraitsX Token and selected fiat currencies. Our Swaps Service offers the flexibility to trade between supported tokens directly through the comfort of your StraitsX Dashboard. 
   

2. SUPPORTED TOKENS

1. Only StraitsX Tokens and Non-StraitsX Tokens which StraitsX supports, as stated on the StraitsX Website, may be exchanged in this way. The list of Non-StraitsX Tokens which StraitsX supports may change from time to time, at our sole and absolute discretion.
   

3. LEGAL RELATIONSHIP

1. In providing the OTC & Swaps Services, StraitsX acts as principal and not as agent, intermediary or facilitator. Each transaction under the OTC Service and the Swaps Service is between StraitsX and you directly, whereby StraitsX purchases StraitsX Tokens or Non-StraitsX Tokens from you, in exchange for other Non-StraitsX Tokens or StraitsX Tokens.
   

4. SWAPS SERVICE - DISPLAYED RATES

1. You may instruct us to exchange StraitsX Tokens in your StraitsX Digital Assets Account for Non-StraitsX  Tokens (or vice versa). 
2. For the Swaps Service, the prevailing exchange rate offered for exchanging your StraitsX Tokens for Non-StraitsX Tokens (or vice versa) shall be displayed on your StraitsX Dashboard under the “Swaps” page (“Swaps Rate”). StraitsX may amend the prevailing exchange from time to time, at our sole and absolute discretion.
3. StraitsX shall determine how long Swaps Rate remains valid, in our sole and absolute discretion. There may be circumstances where Swaps Rate provided are invalid by the time that you wish to enter into a Swaps transaction in relation to that rate. In such cases, StraitsX reserves the right, and without incurring any liability, at our sole discretion, to amend, adjust, revoke, or update any Swaps Rate to align with real-time market movements, correct inadvertent mispricings, or respond to unforeseen market events affecting the value or stability of involved StraitsX Tokens and supported Non-StraitsX Tokens. While StraitsX endeavors to provide stable and reliable rates, you also agree that such conditions may render previously displayed Swaps Rate invalid and/or subject to amendment. Should any Swaps Rate require amendment, StraitsX will provide you with the updated rate, at which point you have the right to agree to proceed with or decline the Swap transaction based on the new rate within a specified time frame from the issuance of the amended Swaps Rate. StraitsX has no obligation to enter into a Swap transaction based on a Swaps Rate that is no longer valid
   
   

5. OTC SERVICE - QUOTED RATES

1. StraitsX reserves the right to impose a minimum transaction amount for any OTC transaction. The specific threshold for such transactions may vary and will be determined by StraitsX in its sole and absolute discretion. Users are advised to consult the latest requirements as published on the StraitsX Website.
2. For the OTC Service, you may request for a quote from StraitsX via the StraitsX OTC page. StraitsX will provide you with a Communication containing the rate offered for (a) purchasing StraitsX Tokens or a supported Non-StraitsX Tokens using supported fiat currency, (b) selling StraitsX Tokens or a supported Non-StraitsX Tokens for supported fiat currency, or (c) exchanging your StraitsX Tokens for supported Non-StraitsX Tokens, or vice versa. The exchange rate provided in the Communication will be final and conclusive (i.e. Quoted Rate). You acknowledge and agree that StraitsX shall determine Quoted Rates in its sole and absolute discretion. You are solely responsible for ensuring that you accept and/or confirm the OTC transaction within the validity period of the Quoted Rate offered. If you fail to accept and/or confirm the OTC transaction before the Quoted Rate expires, you must request a new rate from StraitsX.
3. StraitsX shall determine how long Quoted Rates remain valid, in our sole and absolute discretion. There may be circumstances where the Quoted Rates are invalid by the time that you wish to enter into an OTC transaction in relation to that rate. In such cases, StraitsX reserves the right, and without incurring any liability, at our sole discretion, to amend, adjust, revoke, or update any Quoted Rates to align with real-time market movements, correct inadvertent mispricings, or respond to unforeseen market events affecting the value or stability of involved StraitsX Tokens and supported Non-StraitsX Tokens. While StraitsX endeavors to provide stable and reliable rates, you also agree that such conditions may render previous Quoted Rate invalid and/or subject to amendment. Should any Quoted Rate require amendment, StraitsX will provide you with the updated rate, at which point you have the right to agree to proceed with or decline the OTC transaction based on the new rate within a specified time frame from the issuance of the amended Quote Rate. StraitsX has no obligation to enter into an OTC transaction based on a Quoted Rate that is no longer valid
   

6. OUR ERRORS - OTC & SWAPS

1. Without limiting the generality of any other clause in the StraitsX T&Cs, in the event that StraitsX communicates an OTC Rate or Swaps Rate identified as erroneous due to a typographical error, miscalculation, aberrant value, technical glitch, or any other mistake attributable to StraitsX (“Erroneous Quote/Exchange Rate”), StraitsX reserves the right, in its sole and absolute discretion, to rectify such Erroneous Quote/Exchange Rate by providing a corrected quote (“Corrected Quote/Exchange Rate”) to you. You will have the option, within a specified timeframe from the issuance of the Corrected Quote/Exchange Rate, to accept the Corrected Quote/Exchange Rate or to cancel the transaction without any liability to either party.
   

7. TRADE INSTRUCTIONS

1. To enter into a transaction with StraitsX on the basis of the Quoted Rate or Swaps Rate, you may provide us with a Trade Instruction. Each Trade Instruction must include such details as requested by StraitsX from time to time, depending on the type of OTC and/or Swaps transaction you are looking to enter into, including (but not limited to):
   
   1. The relevant trading pairs; and
   2. The applicable notional amount (which shall be no less than any minimum amount and no more than any maximum amount that may be specified by StraitsX from time to time).
2. A Trade Instruction may be accepted or rejected by StraitsX, in our sole and absolute discretion. We may reject a Trade Instruction for any reason, without giving notice to you, and nothing in these StraitsX T&Cs (or otherwise) obliges StraitsX to enter into any OTC Transaction with you in relation to a Trade Instruction.
3. We shall be entitled (but not obliged) to verify and be satisfied with respect to the identity of the person purporting to give any Trade Instruction or the source and origin of any Trade Instruction. StraitsX may refuse to rely or act upon any Trade Instruction unless and until we are satisfied as to the identity of the person purporting to give any Trade Instruction or the source and origin of any Trade Instruction.
   

8. TRADE CONFIRMATIONS

1. If StraitsX accepts any Trade Instruction offered by you, we will provide you with a written confirmation setting out the key terms of the OTC or Swaps transaction (i.e Trade Confirmation). Each Trade Confirmation will include:
   
   1. The relevant trading pairs;
   2. The applicable exchange rate (i.e. the Quoted Rate or Swaps Rate and subject to any validity period); and
   3. The notional amount of fiat currency, StraitsX Tokens, and/or Non-StraitsX Tokens to be transacted
      

9. EXECUTION 

1. You may choose to accept a Trade Confirmation upon receiving it, by indicating your acceptance to us through a Communication Channel. Your acceptance of a Trade Confirmation communicated to StraitsX through a Communication Channel shall constitute a binding and final agreement to an OTC or Swaps transaction between StraitsX and you on the terms of the relevant Trade Confirmation (i.e. Execution).
2. An OTC or Swaps transaction for which Execution has occurred is an Executed Transaction.
3. StraitsX reserves the right, at any time and without incurring any liability, to cancel or unwind any Executed Transaction under its sole discretion, including but not limited to circumstances where a Trade Confirmation contained an error in relation to the exchange rate or amount of StraitsX Tokens and/or supported Non-StraitsX Tokens set out in the Trade Confirmation, or if there are any regulatory or compliance issues, investigations by any law enforcement body, any notice or direction from any regulatory body, an order from a court of law. StraitsX will exercise this right by delivering a notice of the cancellation to you at any time prior to Settlement. Should StraitsX choose not to exercise this right, the terms of the Trade Confirmation shall remain final and conclusive.
4. If StraitsX cancels any transaction in accordance with clause 9.3 (see above), StraitsX will reverse any debits or credits that have been made to and/or from your StraitsX Accounts in connection with such transaction as if that transaction had never taken place.
   

10. YOUR OBLIGATION

1. Without limiting the generality of any other clauses in the StraitsX T&Cs, you should also be aware of your following obligations when carrying out any OTC or Swaps transactions:
   

Transfer of fiat to StraitsX designated bank account

2. For any OTC or Swaps transaction, when purchasing StraitsX Tokens or Non-StraitsX Tokens with fiat currency, you are required to transfer the necessary funds as set out in the Trade Instruction to a StraitsX designated bank account prior to the settlement of the transaction. Ensure that the funds are deposited from a bank account beneficially owned by you and authorized for such transactions. Settlement will proceed only after StraitsX has confirmed receipt of the funds. It is your responsibility to ensure timely and correct transfer of funds to facilitate the transaction.We reserve the right to reject any payments that do not comply with these terms, including but not limited to payments made from bank accounts not beneficially owned by you. 
   

Transfer of StraitsX Tokens and/or Non-StraitsX Tokens to your StraitsX Digital Assets Account or to a StraitsX designated bank account

3. For any OTC or Swaps transaction involving the exchange of StraitsX Tokens for Non-StraitsX Tokens, or vice versa, the requisite amount of tokens as set out in the Trade Instruction must first be transferred to your StraitsX Digital Assets Account or to a designated blockchain address provided by StraitsX. Settlement will proceed only after StraitsX has confirmed that the initial tokens, and the correct quantity of the said tokens, have been successfully received by StraitsX.
   

Sufficient balances for OTC and/or Swaps transactions

4. You are solely responsible for ensuring that your StraitsX Digital Assets Accounts contain enough StraitsX Tokens or Non-StraitsX Tokens to complete the OTC or Swaps transaction. If the account balance is insufficient, you must purchase additional tokens to add to your StraitsX Digital Assets Accounts in order to meet the requirements of the transaction. StraitsX bears no responsibility for any losses you might incur as a result of your StraitsX Digital Assets Accounts not containing sufficient StraitsX Tokens to complete any transaction, due to any offered rate becoming invalid or otherwise.
   

Verify External Blockchain Wallet

5. You are solely responsible for ensuring that any External Blockchain Wallet used by you under this clause 10 or provided to StraitsX for the purposes of settlement under clause 11 is whitelisted/verified by StraitsX. 
   

Accuracy of recipient address and compatibility of External Blockchain Wallet

6. In an OTC or Swaps transaction, you are responsible for ensuring the accuracy and compatibility of the wallet addresses and blockchain systems used:
   
   1. When sending StraitsX Tokens and/or Non-StraitsX Tokens to StraitsX:
      
      1. Accuracy of StraitsX wallet address: It is your responsibility to ensure that you enter the correct StraitsX wallet address to which tokens are being sent (either a StraitsX Designated Wallet Address or the StraitsX Digital Assets Account) is accurate.
      2. Blockchain system compatibility: It is your responsibility to ensure that the StraitsX Tokens and/or Non-StraitsX Tokens are sent using a blockchain system that is supported with the StraitsX infrastructure to ensure successful transfer and crediting.
   2. When receiving StraitsX Tokens and/or Non-StraitsX Tokens from StraitsX:
      
      1. Accuracy of External Blockchain Wallet address:  If you request StraitsX to transfer the StraitsX Tokens and/or Non-StraitsX Tokens to an External Blockchain Wallet, you are responsible for providing an accurate wallet address. 
      2. Blockchain system compatibility: If you request StraitsX to transfer the StraitsX Tokens and/or Non-StraitsX Tokens to an External Blockchain Wallet, you are responsible for ensuring that the External Blockchain Wallet supports the specific StraitsX Tokens or Non-StraitsX Tokens involved in the transaction and is compatible with the blockchain system used for the transfer. Incompatibility or support issues can lead to irreversible loss of tokens.
7. It is crucial to double-check the address details and verify compatibility. An error in any wallet address or incompatibility in the blockchain system can lead to an irreversible loss of StraitsX Tokens and Non-StraitsX Tokens. Failure to comply with these responsibilities may result in the irreversible loss of tokens, for which StraitsX shall not be held liable. 
   

11. SETTLEMENT BY STRAITSX 

Transfers of fiat to your bank account

1. For transactions involving the sale/redemption of StraitsX Tokens or Non-StraitsX Tokens, we will transfer the resultant amount of fiat currency as set out in the Trade Instruction to your designated bank account, following verification and processing of the transaction details.‍

Transfers to your StraitsX Digital Assets Account or a whitelisted/verified External Blockchain Wallet 

2. When exchanging for StraitsX Tokens and/or Non-StraitsX Tokens, the resultant amount of StraitsX Tokens and/or Non-StraitsX Tokens as set out in the Trade Instruction will be transferred either to your StraitsX Digital Assets Account or any whitelisted/verified External Blockchain Wallet. 
   

Our obligations 

3. StraitsX’s obligation to fulfill, settle, and/or execute any OTC or Swaps transaction is to facilitate the direct exchange of StraitsX Tokens with Non-StraitsX Tokens (or vice versa), and the purchase or sale/redemption of StraitsX Tokens and/or Non-StraitsX Tokens using supported fiat currencies, in accordance with the Quoted Rate or Swaps Rate. 
4. For each transaction, StraitsX will provide you with an equivalent value of StraitsX Tokens, Non-StraitsX Tokens, or fiat currency based on the value you provide, after deducting any applicable fees as outlined in the StraitsX T&Cs. For example, if you provide $10 SGD, StraitsX will provide you with $10 SGD worth of StraitsX Tokens or Non-StraitsX Tokens, minus any fees. On a best efforts basis, and subject to service availability, StraitsX will endeavor to provide you with the quoted StraitsX Tokens or Non-StraitsX Tokens (as the case may be), or the equivalent amount of fiat currency, in settlement of any OTC or Swaps transaction. For the avoidance of doubt, StraitsX’s entire obligation in respect of any OTC or Swaps transaction shall be discharged completely by providing you with the equivalent value of StraitsX Tokens, Non-StraitsX Tokens, or fiat currency, as applicable, in accordance with the Quoted Rate or Swaps Rate. 
   

12. FEES

1. You acknowledge and agree that any exchange rate provided by StraitsX may be inclusive of a bid-ask spread and/or a mark-up determined by StraitsX in its sole and absolute discretion. StraitsX is not obliged to disclose the specific bid-ask spread and/or mark-up to you (unless otherwise agreed in writing or required by Applicable Laws).
2. You agree to pay us any and all prevailing fees (separate from the bid-ask spread and/or mark-up included in provided exchange rates) charged by us from time to time in connection with the provision or use of the OTC & Swaps Services. The fees are stated on the StraitsX Website and will be disclosed to you prior to confirmation of the transaction.