Broker-Dealer Rules

These rules (the “Rules”), in addition to the Terms and Conditions found in https://pdax.ph/terms-and-conditions, and all rules and policies incorporated therein by reference, shall govern your transactions under a Broker-Dealer set-up.

I. BROKER-DEALER RULES IN GENERAL

1. DEFINITIONS

In addition to the definitions under the Terms and Conditions and the Exchange Rules, the following definitions apply:

• Authorized Communication Channels shall mean a chat group by which the User can place an Order with PDAX.

• Closed Transaction shall mean a Quote that has been provided by PDAX and accepted by the User.

Delivery Time shall mean:

1. if the Closed Transaction is a spot trade, is not subject to net settlement pursuant to Section III(3)(d), and the User is delivering Digital Assets, then twenty four (24) hours after the Time of Acceptance;

2. if the Closed Transaction is a spot trade, is not subject to net settlement pursuant to Section III(3)(d), and the User is delivering Fiat Currency, and the Time of Acceptance occurs before 2:00 p.m. Philippine Standard Time on a business day, then 5:00 p.m. Philippine Standard Time on the same day;

3. if the Closed Transaction is a spot trade, is not subject to net settlement pursuant to Section III(3)(d), and the User is delivering Fiat Currency, and the Time of Acceptance occurs at or after 2:00 p.m. Philippine Standard Time on a business day. or on a day that is not a business day, then 2:00 p.m. Philippine Standard Time on the following business day;

4. for all Completed Transactions executed during a Net Settlement Period, as promptly as is reasonably practicable following the delivery of the Net Settlement Summary to the User, but in no event later than twelve (12) hours after such delivery, or such later time as PDAX may agree to in writing in its sole discretion.

Manual Transactions shall mean Broker-Dealer Transactions done through Authorized Communication Channels.

Net Settlement Period shall mean the period of time, as agreed upon by the Parties, during which Closed Transactions that are executed between the Parties, shall be settled on a net basis in accordance with Section III(3)(d).

Quote means, in respect of a potential Transaction, an indicative quotation from PDAX to the User as to the price, which may be denominated in Fiat Currency or another Digital Asset, at which it is willing, but shall not be obliged, to sell or purchase, as the case may be, a specified quantity of such Digital Asset and to enter into such Transaction with the User.

Software Transactions shall mean Broker-Dealer Transactions done by the User directly through the PDAX app, PDAX website, or through partner sites if applicable.

Time of Acceptance shall mean the point in time when a Quote has been mutually accepted by the Parties.

2. APPLICABILITY OF EXCHANGE RULES

The Exchange Rules shall apply insofar as they may be material to Broker-Dealer Transactions.

3. PROVISIONS COMMON TO SOFTWARE TRANSACTIONS AND MANUAL TRANSACTIONS

1. PDAX shall have the exclusive right and authority to set the prices and the duration of their validity, and may exercise this right and authority at any time, without prior notice to, or consent from, the User. PDAX may, but has no obligation, to accept any Order communicated by the User.
2. PDAX shall act as a Broker-Dealer only for forms of cryptocurrencies that PDAX chooses to include. The User acknowledges that PDAX shall have the exclusive right and authority to include or exclude any form of cryptocurrency, and may exercise this right and authority at any time, without prior notice to, or consent from, the User.
3. The User fully acknowledges and agrees that prices are proprietary in nature. The prices set by PDAX may differ from those of other service providers. Any price information provided by PDAX through the PDAX Platform or the Services constitute mere invitations to make an offer and shall not be binding upon PDAX until acceptance of any specific Order of the User.
4. The User fully acknowledges and agrees that prices of Digital Assets are subject to constant change and that there will be instances when the prices provided by PDAX are no longer valid or available by the time the Order is received by PDAX. For avoidance of doubt, the User acknowledges that rapid price change may be due to various causes, which includes, but is not limited to, connectivity issues of the User and market volatility. In such instances, PDAX shall have the right to reject the Order. PDAX shall determine how long prices remain valid, in its sole discretion.
5. The User shall not communicate the prices to a third party or the public, or use the prices for any purpose, unless authorized by PDAX in writing.
6. If PDAX reasonably determines that a Quote contains an obvious error with respect to the prices or amounts set forth therein, then PDAX shall have the right to cancel the Transaction, despite acceptance.
7. PDAX may promulgate operational guidelines to govern Broker-Dealer Transactions and related activities, which shall be deemed incorporated into, and shall form part of, these Rules.

II. SOFTWARE BROKER-DEALER RULES

These rules shall govern Software Transactions.

1. Software Transactions shall be entered into in accordance with this procedure.

   1. PDAX will provide the prices, upon the request of the User or via prices that can generally be accessed by the User even if the prices are not made specifically for the User, through the PDAX app, PDAX website, or partner sites.
   2. A Quote shall not constitute an offer to enter into a Transaction but merely an invitation for the User to make an offer to PDAX to enter into a Transaction. PDAX shall also have the right to decide whether to respond to a request for a price.
   3. The User may then directly place an Order through the PDAX app, PDAX website, or partner sites, which constitutes an offer to PDAX to enter into a Transaction, based on the Quote. The User may not withdraw, recall or void any Order without the prior written consent of PDAX.
   4. Closed Transactions shall be executed in near real-time by debiting and/or crediting the User’s PDAX Account, as the case may be. Once executed, the User’s Digital Asset and Fiat Currency balance, as reflected in the PDAX app, PDAX site, or partner site, shall be updated accordingly, subject to technical delays.

2. A Closed Transaction under these rules shall be evidenced by an electronic summary and receipt.

III. MANUAL BROKER-DEALER RULES

These rules shall govern Manual Transactions.

1. GENERAL PROCEDURE

1. PDAX shall have the sole discretion: [a] to permit Users to avail of Manual Transactions; [b] the manner of using Manual Transactions; [c] the Fiat Currency and Digital Assets covered by Manual Transactions; and [d] all logistical and operational particulars of Manual Transactions, including settlement procedures and operating hours. The rules found in https://prime.pdax.ph/termsandconditions/** shall supplement these Rules.**

2. A Manual Transaction shall be entered into in accordance with this procedure.

3. The User shall place an Order through an Authorized Communication Channel.

4. Upon receipt of the Order, PDAX will provide a Quote through the Authorized Communication Channel.

5. The User must accept PDAX’s Quote within a 60 seconds acceptance window from the time the Quote is sent; provided, however, that PDAX may withdraw a Quote through the Authorized Communication Channel at any time prior to the User accepting such Quote or the expiry of the acceptance window.

6. If the User timely accepts the Quote within the acceptance window, a binding Transaction will be deemed to have been executed at the Time of Acceptance, under the terms set forth in the accepted Quote. PDAX shall send a confirmation containing trade details to the User.

7. If the Quote is not accepted by the User within the acceptance window, the Quote shall be deemed to be rejected, withdrawn, and expired and no Transaction shall be effected in respect of such Quote.

8. After the execution of a Closed Transaction, PDAX shall send a summary of the Closed Transaction to the User through an Authorized Communication Channel, which shall contain the following information: (i) the type of Digital Assets to be purchased or sold; (ii) whether PDAX is selling or purchasing Digital Assets; (iii) where PDAX is selling Digital Assets, the kind of Digital Assets and the price; and (v) where PDAX is purchasing Digital Assets, the kind of Digital Assets and the price. The failure of PDAX to send the summary shall not affect the validity of the Closed Transaction. If the User fails to inform PDAX of any error in the summary within ​​one (1) business day from the transmittal, the account entries as kept by PDAX and the details contained in the summary shall be conclusive evidence against the User as to its correctness, and the terms of the Closed Transaction.

2. CONTACT PERSONS AND AUTHORIZED COMMUNICATION CHANNELS

1. Each of the Parties shall appoint one or more individuals who shall serve as the contact person for the purpose of carrying out Manual Transactions. Each Party shall notify the other Party, in writing, as to the name, e-mail address and telephone number of its designated contact person, and his or her future replacements.

2. The User shall submit the identity, contact information, and residential address of its contact person to PDAX without any delay and without the need for any demand or request from PDAX, and shall keep a complete record of the foregoing information throughout the duration of your relationship with PDAX and for up to five (5) years after its termination. PDAX reserves the right to request information from time to time on the identity of the User’s contact person, and his/her suitability to enter into Manual Transactions.

3. The User warrants that its contact person is duly authorized, through the appropriate corporate documents and actions, to act on behalf of the User under these Rules, the Terms and Conditions, and all rules, policies, and documents incorporated therein by reference. A contact person’s authority to act on behalf of a User shall be deemed continuing until PDAX is notified otherwise. PDAX may refuse a contact person, and may require the User to appoint another. The User shall only appoint contact persons who are officers or employees.

4. The contact persons shall communicate with one another through any of the Authorized Communication Channels.

5. The User shall be bound by, and be solely responsible for, any act of the contact person with respect to Manual Transactions, the PDAX Account, the PDAX Platform, and the Services.

6. The User represents and warrants that it has implemented, and shall maintain, appropriate policies and procedures to ensure that it can and will monitor and supervise its contact person in order to secure and maintain full control of their access to, and use of, Manual Transactions, the PDAX Account, the PDAX Platform, and the Services.

7. The User shall ensure that its contact persons are adequately trained and have the appropriate skills, experience and knowledge to access and use the PDAX Account, the PDAX Platform, and the Services. The Counterparty shall bear all responsibility for training its contact persons to ensure that it can comply with this provision.

8. The User shall be solely responsible for maintaining and keeping secure all security credentials or passwords required to access the PDAX Account, PDAX Platform Services, and Authorized Communication Channels. If the User becomes aware that any of its contact persons has lost or misplaced their security credentials, or that the security credentials have become or may become compromised, it shall inform PDAX immediately and PDAX reserves the right to suspend the User’s access to and use of the PDAX Account, PDAX Platform, and Services until such time as changes are made to its security credentials. Until such time as the User notifies PDAX that the security credentials have been lost or misplaced, PDAX shall be entitled to rely on any instructions made by a contact person and the User shall remain solely liable for any Orders or Transactions entered into as a result.

9. The User shall also be responsible for all authorized and unauthorized actions in connection with the Authorized Communication Channels, purporting to be actions performed by the User, including transmittal of messages, invitation of unauthorized persons without PDAX’s or the User’s consent, and other activities which may compromise the integrity and reliability of the Authorized Communication Channels, or lead to false and unauthorized Transactions and Orders. You agree to hold PDAX free and harmless from any such actions.

10. The User represents and warrants that it has implemented, and shall maintain, appropriate policies and procedures to ensure it can and will monitor and supervise all Authorized Communications Channels, including all communications and transactions therein. The User undertakes to report all unauthorized communications, and all communications purporting to be, but in fact are not, officially made by the User, within ten (10) minutes from its timestamp. All communications and/or Transactions not reported within this period shall conclusively be presumed to be authorized by the User.

3. SETTLEMENT PROCEDURE

1. Closed Transactions shall be settled, in general, as follows:

   1. User pays Fiat Currency and buys Digital Assets

      • PDAX debits Fiat from the User’s PDAX Account.

      • PDAX credits the User’s Digital Asset wallet on the PDAX Platform.

      • PDAX notifies the User via email of delivery of Digital Assets.

      • The User confirms receipt of Digital Assets via email.

   2. User sells Digital Assets and buys Philippine Peso (PHP).

      • PDAX debits the User’s Digital Asset wallet on the PDAX Platform.

      • PDAX credits the User’s cash wallet on the PDAX Platform with PHP.

      • PDAX notifies the User via email of delivery of PHP.

      • User confirms receipt of PHP via email.

   3. User sells digital assets and buys United States Dollar (USD).

      • PDAX debits the User’s Digital Asset wallet on the PDAX Platform.

      • PDAX initiates a wire transfer on the same day or on the next immediate banking day.

      • PDAX notifies the User of incoming wire transfer. User confirms receipt of USD via email.

2. If the Closed Transaction cannot be settled by debiting and crediting the User’s PDAX Account, the Parties shall settle Closed Transactions in accordance with the following settlement terms:

   1. If the User is purchasing Digital Assets, the User shall transfer, or cause to be transferred, the purchase price to PDAX by transfer of immediately available Fiat Currency to a bank account duly designated by PDAX, no later than the Delivery Time. As promptly as is reasonably practicable following receipt of the purchase price, PDAX shall deliver, or cause to be delivered the Digital Assets to the User’s designated wallet.

   2. If the User is selling Digital Assets to PDAX, the User shall transfer, or cause to be transferred the Digital Assets to a wallet duly designated by PDAX no later than the Delivery Time. As promptly as is reasonably practicable following receipt of the Digital Assets, PDAX shall transfer, or cause to be transferred the purchase price to the User’s designated bank account.

   3. PDAX and the User shall designate bank accounts and Digital Asset wallets through a separate document. Each Party bears sole responsibility for ensuring that its bank accounts and Digital Asset wallets are up to date.

   4. On-chain settlement of Digital Assets shall be subject to the clearing times and inherent process of the relevant blockchain.

3. The User agrees and acknowledges that with respect to any and all wire transfers from the User or on behalf of User, to PDAX, the name on the originating account must match exactly the User’s name as provided by the User to PDAX. If it does not, PDAX reserves the right to reject the wire transfer.

4. To the extent that the Parties have payment and delivery obligations with respect to multiple Transactions in the same Digital Assets, upon request by the User, PDAX may, in its sole discretion, net such completed Transactions executed during a Net Settlement Period against each other as follows: (i) purchased Digital Assets by each Party will be offset against one another; (ii) purchased prices to be paid by each Party will be offset against one another; and (iii) a net number of units of Digital Assets will be delivered by one Party against a net purchase price to be paid by the other Party. At the completion of the Net Settlement Period, PDAX shall provide the User with a net settlement summary of the Closed Transactions executed during the Net Settlement Period, which shall set forth the net number of units of the Digital Assets to be delivered by one Party and the net purchase price to be paid by the other Party.

5. Notwithstanding the above, upon acceptance of an Order by PDAX, PDAX is authorized and entitled to set off or net against, without further notice or consent of the User, the full extent of the purchase price or Digital Assets due from a User to PDAX, with those held in the User’s PDAX Account. PDAX shall have full title and ownership to the aforementioned offset purchase price and/or Digital Assets.

6. If the User fails to settle a Closed Transaction in accordance with these Rules, disavows or repudiates any summary of a Closed Transaction, or becomes insolvent or files for or enters liquidation or receivership proceedings as the debtor, PDAX may, among other remedies, liquidate, close-out, cancel and/or terminate any Transaction, at its discretion. Any proceeds obtained from the liquidation shall be applied to the discharge of the User’s obligations to PDAX.