OKX Middle East Broker Dealer Agreement

Section 1 - Introduction 

1 Scope 

1.1 This Agreement applies to the Services that we offer to you through the Platform under the VA Broker Dealer license issued to us by the VARA. 

1.2 The Services that we offer are set out and described in Schedule 1 of this Agreement.

2 Applicability 

2.1 This Agreement, as amended from time to time, supplements and is in addition to the Terms of Service. It is intended to be read in conjunction with the Terms of Service. 

2.2 The provisions set out in the: 

(a) Terms of Service; and 

(b) Derivatives and Margin Trading Agreement, 

apply to this Agreement and are incorporated by reference and shall be deemed to have the same force and effect as if set out in full in this Agreement. 

2.3 Unless otherwise defined in Schedule 2 of this Agreement, any capitalised terms used in the Terms of Service shall have the same meaning in this Agreement. 

2.4 In the event of any conflict or inconsistency between this Agreement and the: (a) Terms of Service; and 

(b) Derivatives and Margin Trading Agreement, 

this Agreement shall prevail to the extent of the conflict or inconsistency. 

3 Acceptance 

3.1 By using the Services, you agree to be bound by the provisions set out in this Agreement and you acknowledge and accept the risks involved as described in Clause 15 of this Agreement. 

Section 2 - Fees and Payments 

4 Fees 

4.1 We may charge you any fees or commissions for providing the Services. Our current fees are set out on the following link. 

4.2 In the event that we decide to amend our fees, you shall be given 30 calendar days written notice of this. 

4.3 By using the Services after the period set out in Clause 4.2, you agree to incur such fees. 

5 Taxes 

5.1 Subject to Applicable Law, if we charge you any fees, we may also be required to charge you tax such as Value Added Tax in addition to our fees. 

5.2 By using the Services you agree to incur and pay any applicable tax. 

Section 3 - Request for Quote 

6 Requesting a Quote 

6.1 You may request a Quote at any time through the Platform by: 

(a) entering details of the Virtual Asset or Contracts that you wish to trade; and (b) clicking ‘Send RFQ’ on the Platform. 

6.2 Upon receipt of a request, OKX shall forward the Quote to one or more Market Makers through the Platform. The Market Makers may respond with a non-binding Quote through the Platform. 

6.3 You may, but are not required, to select one or more Market Makers when requesting a Quote. In the event that you select specific Market Makers, OKX shall only forward the Quote to the Market Makers which you have selected. 

6.4 OKX shall provide you a list of Quotes received from Market Makers. 

6.5 Any Quote received from a Market Maker shall, at a minimum, set out: 

(a) the relevant Virtual Asset or derivative; 

(b) the price in Fiat, Fiat equivalent or in a particular Virtual Asset; and 

(c) the time-period expressed in minutes for which the Quote is valid and capable of acceptance. 

6.6 OKX shall provide you with the option to either accept or reject a Quote that is sent to you. A Quote provided does not constitute an offer and your acceptance of a quote does not constitute acceptance of an offer. 

6.7 A Market Maker may cancel a Quote provided before it is accepted by you.

7 Placing an Order 

7.1 Subject to clause 7.2 below, you may place an Order by accepting a Quote through the Platform. 

7.2 A Quote may only be accepted within the time-period specified by OKX for which the Quote remains valid. 

7.3 Upon expiry of the time-period, the Quote shall expire and will no longer be capable of being accepted. 

7.4 A Quote cancelled by a Market Maker shall not be capable of being accepted. 7.5 Upon accepting a Quote, you shall be deemed to have submitted an Order to the Platform. 7.6 By submitting an Order, you: 

(a) instruct OKX to execute the Order on your behalf as your agent; 

(b) understand that the Order is not binding until it has been confirmed by OKX;

(c) understand that if the Order is accepted by the Market Maker, the Market Maker shall be the counterparty to your Order; and 

(d) the requisite amount of Assets shall be deducted from your Account upon successful completion of the Order. 

7.7 An Order may not be amended or cancelled. 

8 Acceptance and Execution of Orders 

8.1 An Order submitted by you shall be deemed automatically accepted by the Market Maker. 

8.2 An Order submitted by you shall be executed by OKX in accordance with the terms of the relevant Order. 

8.3 OKX shall provide you with an Order Confirmation through the Platform upon the successful execution of an Order. You are responsible for verifying the accuracy of the information contained in the Order Confirmation. 

8.4 OKX is not obligated to execute all Orders submitted to it and reserves the right to decline any Order for any reason whatsoever, including: 

(a) OKX is unable to lock the requisite amount of Assets in your Account; 

(b) the relevant Virtual Asset that is subject of the Order has been delisted or is otherwise in the process of being delisted; or 

(c) OKX reasonably suspects market abuse or financial crime in relation to the Order. 8.5 If an Order is not executed, OKX shall inform you of this through the Platform. 8.6 OKX is not required to provide reasons as to why it has not executed an Order.

9 Settlement 

9.1 An Order shall automatically settle once it has been successfully executed by OKX. 9.2 Upon settlement, OKX shall: 

(a) deduct the relevant amount of Assets or Contracts sold by you and locked in your Account at the time you accepted the Quote; and 

(b) deliver the Assets or Contracts bought by you to your Account under the terms of the Order. 

9.3 All Orders shall settle on a per trade basis. 

Section 4 - Voice Brokered Request 

10 Initiating a Voice Brokered Request 

10.1 You may initiate a Voice Brokered Request by contacting OKX through instant messaging applications. 

10.2 When you initiate a Voice Brokered Request, you shall enter into a Voice Channel with OKX.

10.3 You are required to provide to OKX the details set out at 6.1 above for a Voice Brokered Request.

11 Obtaining a Quote 

11.1 Upon receipt of a Voice Brokered Request, OKX shall use best efforts to contact Market Makers to provide you with one or more Quotes from Market Markers. 

11.2 OKX may, if requested to do so by you, facilitate price negotiations between you and one or more Market Makers. 

11.3 If requested to facilitate price negotiations, OKX shall take all reasonable steps to act in your best interests. 

11.4 If OKX is facilitating price negotiations, it shall do so for a maximum of 30 minutes. 

11.5 In the event that you do not reach an agreement with the Market Maker, the Voice Channel shall close. 

12 Accepting a Quote 

12.1 Upon verbal acceptance of a Quote that results from a Voice Brokered Request, you will be deemed to have created a Voice Order. 

12.2 A Voice Order shall not be deemed binding until it has been executed. 

12.3 In order to execute a Voice Order, you are required to: 

(a) submit the details of the Voice Order through the Request for Quote process set out at Clause 7 above; 

(b) wait for the Market Maker to provide a Quote; 

(c) review the Quote to ensure it matches the details of the Voice Order agreed at Clause 12.1; and 

(d) accept the Quote in accordance with Clauses 7 and 8 above. 

12.4 The Voice Order shall settle in accordance with Clause 9. 

12.5 When you submit the Voice Order for execution in accordance with Clause 12.1, the Market Maker may respond with a Quote that differs from the one agreed at Clause 12.1. 

12.6 You are responsible for reviewing the Quote to ensure that it matches the Voice Order. 

12.7 OKX shall not be liable in the event that the Market Maker responds or if you accept a Quote with a price that differs from the Voice Order agreed upon at Clause 12.1. 

Section 5 - Routing and Best Execution 

13 Order Routing 

13.1 OKX will take all steps to act in your best interests when transmitting your Orders for execution. 13.2 Subject to Clause 13.3, OKX shall route all Orders through the Exchange it operates. 

13.3 In some cases, OKX may at its own discretion route Orders through exchanges other than OKX which may include affiliates of OKX. Such exchanges may not always hold a license from a financial services regulator. 

14 Best Execution 

14.1 When executing an Order, OKX shall endeavour to comply with the rules relating to best execution under the VARA Rules. 

14.2 In complying with the VARA’s Rules in relation to best execution, OKX shall take into consideration the follow execution criteria: 

(a) the characteristics of the particular Virtual Asset market including price, spreads and volatility; 

(b) the size and type of transaction; 

(c) the number of markets or source of liquidity; 

(d) the accessibility of quotes under the prevailing market conditions; or 

(e) the terms and conditions of the Order submitted to OKX. 

14.3 OKX shall notify you in the event that there any material changes in its execution arrangements.

Section 6 - Risk Disclosure 

15 Incorporation by Reference 

15.1 The risks set out in the Terms of Service are incorporated by reference in this Agreement. 

15.2 You should carefully review the risk disclosure statement set out in the Terms of Service. By using the Services, you acknowledge that you have read and understood the risks associated with your use of the Services and that your Virtual Assets are at risk of loss whilst you are using the Services. 

Section 7 - Miscellaneous 

16 Limitation of Liability 

16.1 In addition to the limitation of liability provisions in the Terms of Service, OKX and its affiliates disclaims any and all liability for any loss you incur which results from any: 

(a) errors or omissions made by you in submitting a Quote or Order; 

(b) errors or omissions made by OKX or any delay in responding to a Quote, accepting an Order or in providing an Order Confirmation; 

(c) delays, rejections or failures in the execution of Orders by OKX or any third parties used by OKX for executing Orders; and 

(d) any delays or failures in any component of the Services. 

16.2 You further acknowledge and agree that Services under this Agreement are provided to you on an ‘as is’ basis without any representations or warranties by OKX as to the Services fitness for a particular use or purpose, timeliness and availability. 

17 Conflicts of Interest 

17.1 OKX is required under the VARA Rules to avoid conflicts of interests with its clients in providing the Services and accordingly shall take reasonable steps to avoid an actual or potential conflict with you. 

17.2 You acknowledge that there may be instances where in providing the Services to you, our interests may conflict with yours. These instances include that: 

(a) execution of the Orders shall largely occur on the Platform which is owned and operated by OKX; and 

(b) OKX is responsible for setting the prices of the Virtual Assets on its platform. 

17.3 OKX has disclosed current conflicts of interest on the following link: https://www.okx.com/help/okx-middle-east-risk-disclosure-statement. 

18 No Advice

18.1 We are not permitted to, and nor do we, advise you in relation to the Services we offer to you. 

18.2 Any materials or information that we provide to you regarding the Services through our Website, the Platform or any other means does not constitute investment advice nor a recommendation of the Services we offer to you. 

19 Complaints

19.1 If you are dissatisfied or otherwise wish to complain about the Services offered to you under this Agreement, you may file a complaint through our Customer Service Support Center, https://www.okx.com/help. 

19.2 An explanation of our complaints procedure is available on the following link: https://www.okx.com/help/okx-middle-east-complaints-handling-process. 

20 Payments

20.1 Any payments to be made under this Agreement, including fees and tax, are due immediately on our demand. 

20.2 Once demanded, you must pay these amounts to us and you agree that we may automatically deduct these amounts from your Account. 

21 Amendment 

21.1 This Agreement may be amended in the same manner provided for under the Terms of Service. 

21.2 An amendment to this Agreement does not automatically amend any other agreement that you may have with us including the Terms of Service. 

22 Termination 

22.1 This Agreement may be terminated in the same manner provided for under the Terms of Service and shall have the same effect as provided for under the Terms of Service. 

22.2 The termination of this Agreement does not impact any other agreement you have with us, including the Terms of Service. You acknowledge and agree that if this Agreement is terminated, it shall not automatically terminate any other Agreement you have with us. 

22.3 We reserve the right to terminate this Agreement in our absolute and sole discretion for any reason whatsoever. 

22.4 In the event that this Agreement is terminated, you shall be liable for any outstanding obligations you have under this Agreement. 

23 Dispute Resolution

23.1 Any dispute, controversy, difference or claim including the existence, validity, interpretation, performance, breach or termination of this Agreement shall be resolved in accordance with the Terms of Service. 

Schedule 1 – Services

The products described below constitute the Services provided by OKX under this Agreement:

1. Request for Quote 

The Request for Quote (RFQ) service is a tool that enables users to execute large-size transactions in an off-orderbook bi-lateral trading format. 

Using this product, the creator of the RFQ i.e. Taker of the trade, selects one of more OKX listed instruments and sends an RFQ to multiple counterparties. Each counterparty may choose to respond back to this RFQ, with a two way quote. 

If the creator of the RFQ accepts the price, then the trade is executed. OKX performs initial margin checks for both counterparties and clears the trade execution. 

2. Voice Brokered Request

The Voice Brokered Request service is a tool that allows users to obtain a quote from a Market Maker using a Voice Channel. 

Once an agreement has been reached, the order will need to be submitted through the Request for Quote system. 

Schedule 2 – Definitions 

In this Agreement, the following words, expressions and abbreviations shall have the following meanings unless context requires otherwise: