Digital Currency Puuchase and Sale Agreement
Latest Update: 2025-08-20
This DIGITAL CURRENCY PURCHASE AND SALE AGREEMENT (this “Agreement”) is executed between you (“You” or “Counterparty”) and Finchain Hong Kong Limited (“We”, or “Company”, and together with the Counterparty, the “Parties” and each a “Party”). This Agreement sets forth the terms and conditions on which both Parties enter into agreement regarding the purchase and sale of Digital Currency.
1. Definition
As used in this Agreement, the following terms shall have the following respective meanings:
1.1 “Business Day” shall mean any day that is not a Saturday, Sunday, legal holiday or a day on which banks are required to be closed in Hong Kong.
1.2 “Digital Currency” shall mean any cryptocurrencies, decentralized application tokens and protocol tokens, whether issued in a private or public transaction, that are agreed by Parties in writing, including but not limited to USDT, USDC, etc.
1.3 “Purchase Price” shall mean the price per applicable Digital Currency set forth in a Purchase Order multiplied by the number of Purchased Digital Currency.
1.4 “Purchased Digital Currency” shall mean the number and type of Digital Currency the Counterparty is obligated to purchase from the Company, as set forth in a Purchase Order.
2. Purchase and Sale of Digital Currency
2.1 Process
(1) Counterparty may submit to Company, via online platform, email, telephone, or any other agreed means of communication (the “Agreed Channels”) a request to purchase a specified Digital Currency (a “Trade Request”).
(2) Upon receipt of a Trade Request, Company may provide to Counterparty, via online pages, electronic and/or telephonic communication, a price at which it is willing to sell a specified quantity of such Digital Currency (a “Company Quote”).
(3) Counterparty must accept a Company Quote by electronic and/or telephonic communication within ten (10) seconds of the time the electronic communication is sent or the time of the telephone communication (the “Acceptance Window”); provided that Company may withdraw a Company Quote at any time prior to Counterparty’s acceptance.
(4) If Counterparty accepts the Company Quote within the Acceptance Window, a binding transaction shall be deemed as executed at the time of acceptance, on the terms set forth in the Company Quote (a “Purchase Order”), unless Company cancels the Purchase Order due to obvious error pursuant to Section 2.3 of this Agreement.
(5) If the Company Quote is not accepted within the Acceptance Window, the Company Quote shall be deemed to be rejected and expired and no transaction is executed between both Parties.
2.2 Payment and Delivery
(1) Once a Purchase Order is executed by and between both Parties, the Counterparty shall within twenty-four (24) hours, deliver the Purchase Price to the Digital Currency Wallet Address designated by Company.
(2) Upon receipt of the Purchase Price, Company shall, no later than three (3) Business Day or any other time frame as agreed by both Parties, initiate the delivery of the corresponding Purchased Digital Currency to the Digital Currency Wallet Address designated by Counterparty, and provide the proof of initiation of delivery to the Counterparty. The Counterparty acknowledges and agrees that (i) the delivery of Digital Currency to the Counterparty’s Digital Currency Wallet Address is subject to the processing time and protocols of the underlying blockchain; (ii) the Company shall not assume any responsibility or be held liable for any delays, errors, or issues arising from factors beyond its control, in relation to the delivery of the corresponding Purchased Digital Currency; and (iii) any timeframes which may be provided for the delivery of Purchased Digital Currency are estimations and are not guaranteed.
(3) The Counterparty agrees to bear all fees or costs incurred by each Party pursuant to the transfer of Digital Currency in relation to the abovementioned delivery of the Purchased Digital Currency.
(4) The Purchase Price is tax exclusive. Each Party shall be responsible for the taxes that may be imposed or levied on it in connection with this Agreement.
2.3 Obvious Error of Purchase Order.
You hereby understand and agree that the Company has no responsibility for the speed or inaccuracy of data transmission. You agree that if Company determines that the Purchase Order executed by You and Company contains an obvious error, Company shall have the right to cancel the Purchase Order by notifying You and/or send a revised Company Quote to You within two (2) minutes after Your acceptance of the Company Quote. For the purposes of this Section 2.3, an “obvious error” refers to a mistake or inaccuracy which is clear and apparent upon examination.
3. General Terms
3.1 KYC/AML Requirement. You hereby agree and understand that You may be required to complete our counterparty onboarding process pursuant to our KYC/AML Policy before transacting with us. You further agree that We shall not be obligated to transact with You unless You have completed our counterparty onboarding process to our satisfaction.
3.2 Account Security. You are solely responsible for ensuring the security of Your device or account that sends notification to Company. All the Purchase Order(s) executed through the device or account that Company can reasonably assume it is Your device or account shall be deemed as valid execution(s) by You. Company shall not be responsible for any risks and losses incurring from false, embezzled or illegal use of Your device or account, password and other information because of Your fault and/or negligence.
3.3 Representations and Warranties. Each Party represents and warrants to the other Party as follows, which representations and warranties will be deemed repeated each time such Party transacts with the other Party: (1) It has requisite power to electronically execute this Agreement and/or the Purchase Order and to perform its obligations thereunder, and this Agreement and/or the Purchase Order is valid and binding upon it; (2) All information in any form it provided to the other Party is true and complete in all aspects, except to the extent that it has provided
3.4 of any change to the other Party; (3) Its electronic execution, delivery and performance of the Agreement and/or the Purchase Order executed by it do not violate or conflict with any law applicable to it, and/or any contractual restriction binding on or affecting it or any of its assets it uses to transact with the other Party; and (4) Its transaction with the other Party complies with all applicable law.
3.5 Indemnification. Without duplication of any other rights to recovery or indemnity set forth in this Agreement, You shall indemnify and defend Company against, and shall hold Company harmless from, any loss, liability, claim, action, suit, or expense (collectively, “Losses”, including reasonable attorney’s fee) caused by or resulting from Your breach of this Agreement and/or the applicable Purchase Order(s). In no event shall Company, its affiliates, or any of their respective officers, directors, agents, employees or representatives, be liable to You or any third party for any special, incidental, indirect, or consequential damages or damages for loss of profits arising out of or in connection with this Agreement.
3.6 Confidentiality. Subject to Counterparty’s duties to comply with applicable law, including any demand of any regulatory or taxing authority having jurisdiction (provided that Counterparty shall give Company reasonable prior notice of such demand), Counterparty shall treat as confidential and shall not disclose any and all information pertaining to this Agreement and Company.
4. Miscellaneous
4.1 Term and Termination. This Agreement is effective as of the date of execution and shall remain in effect until the termination of this Agreement by either Party at any time, without or without reason, upon one (1) month written notice to the other Party. Provided, however, that any termination shall neither affect any Purchase Order already executed by both Parties nor constitute a waiver of any available remedy for any breach or misrepresentation by either Party before the termination.
4.2 Force Majeure. Company shall not be liable for delays or errors occurring by reason of circumstances beyond its control, including but not limited to war (declared or undeclared), terrorist activities, acts of sabotage, blockade, fire, lightning, acts of god, national strikes, riots, insurrections, civil commotions, quarantine restrictions, epidemics, earthquakes, floods, hurricanes, explosions and regulatory and administrative actions or delays. In the event of such force majeure, Company shall take reasonable steps to minimize interruptions and loss but shall have no liability caused by or incidental to such force majeure.
4.3 Governing Law. This Agreement shall be governed in all respects by the laws of Hong Kong without regard to conflicts of law principles.
4.4 Successors and Assigns. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, permitted assigns, heirs, executors and administrators of the Parties hereto whose rights or obligations hereunder are affected by such amendments. The Company may assign its rights or delegate its obligations hereunder to its affiliate.
4.5 Amendments and Waivers. This Agreement may only be amended or modified with the prior written consent of both Parties.
4.6 Delays or Omissions. No delay or omission as to the exercise of any right or power accruing upon any default by Counterparty shall impair Company’s exercise of any right or power or shall be construed to be a waiver of any default or acquiescence therein.
4.7 Interpretation. This Agreement shall be construed according to its fair language. The rule of construction to the effect that ambiguities are to be resolved against the drafting Party shall not be employed in interpreting this Agreement.
4.8 Severability. Should any provision of this Agreement be determined to be illegal or unenforceable, such determination shall not affect the remaining provisions of this Agreement.
4.9 Dispute Resolution. Any dispute, controversy or claim arising out of or relating to this Agreement, or the interpretation, breach, termination or validity hereof, shall first be resolved through consultation. In the event the Parties fail to reach an agreement on the dispute within 30 days after any Party has delivered to another Party a written request for such consultation, either Party may submit the relevant dispute to the Hong Kong Conciliation and Arbitration Centre in accordance with its procedural rules in effect. Any arbitration shall take place in Panama, subject to the following: (a) the arbitration tribunal shall consist of three (3) arbitrators; and (b) the language of the arbitration shall be English. The arbitration award shall be final and binding on all Parties. If any proceeding is brought for the enforcement of this Agreement, then the successful or prevailing Party shall be entitled to recover attorneys’ fees and other costs incurred in such proceeding in addition to any other relief to which it may be entitled.
4.10 Survival. All provisions of this Agreement which by their nature extend beyond the expiration or termination of this Agreement shall survive the expiration or termination of this Agreement.
4.11 Counterparts and Electronic Signatures. The Parties agree that the Counterparty’s acceptance or signature may be made and delivered electronically, whether digitally or otherwise (including where the Counterparty clicks “Agree”/ “Accept” on the FinChain KYC platform, and this method of execution or signing shall have the same legal validity and enforceability as a manually executed signature and the Agreement shall be effective and binding on all Parties.
4.12 The English language version of this Agreement shall prevail over its translations.
Counterparty Acknowledgement and Acceptance
By ticking the box below, you confirm and agree that you have read, understood and accepted this Agreement, the FinChain platform terms and conditions (https://www.finchain.global/terms-of-service) (the “Platform Terms and Conditions”) , FinChain’s privacy policy (available at https://www.finchain.global/privacy-policy) (the “Privacy Policy”), FinChain’s cookie policy (available at https://www.finchain.global/cookie-policy) (the “Cookie Policy”), and FinChain’s AML/CFT policy (available at https://www.finchain.global/aml-cft-policy) (the “AML/CFT Policy”)
☐ I confirm that I have read, understood, and accept this Agreement in full, the Platform Terms and Conditions, Privacy Policy, Cookie Policy and the AML/CFT Policy.
Name of Counterparty: ______________
Date: ______________