Margin Service Terms
Warning: Margin trading is a high risk activity. Please read the Risk Warnings carefully.
1. Scope of these Margin Service Terms
1.1 These terms are made between you (hereinafter referred to as “you” or “your”) and Bullish (GI) Limited (“Bullish”, “we”, “us” or “our”). If you are acting on behalf of a body corporate, references to “you” shall include both you and such body corporate. These terms specifically govern your access and use of the margin trading features made available by Bullish through the Platform (“Margin Service Terms”).
1.2 These Margin Service Terms are supplemental to the Terms of Service (“Terms”) and the provisions set out in the Terms shall continue to apply. In the event of any conflict or inconsistency between these Margin Service Terms and the Terms, these Margin Service Terms shall prevail. These Margin Service Terms and the Terms constitute the complete and entire statement of all terms with regard to the subject matter thereof and supersede all prior statements, agreements, representations or understandings whether written or oral.
1.3 These Margin Service Terms shall come into effect on the date that they are accepted by you and shall remain in force until and unless terminated in accordance with clause 12.
2. Definitions and Interpretation
Unless otherwise defined, capitalised words used in these Margin Service Terms shall have the same meaning given to them in the Appendix to the Terms. The rules of interpretation set out in the Appendix to the Terms shall apply to these Margin Service Terms except that references to clauses are to clauses in these Margin Service Terms, unless otherwise stated.
3. Margin Services
3.1 If Bullish determines that you meet the eligibility requirements, you may use the margin trading features available through the Platform to borrow fiat and/or digital currencies from Bullish for the purposes of placing an Order to execute a spot Trade using the borrowed fiat and/or digital currencies (“Margin Trading” and each such trade, a “Margin Trade”). You may not engage in Margin Trading unless you have transferred to the relevant Margin Account for the same trading pair as the Margin Trade, sufficient Initial Margin (as defined in clause 11) required to enter into a Loan (as defined in clause 8.1). Your access to and use of Margin Trading shall hereinafter be referred to as the “Margin Services”.
3.2 You hereby represent and warrant to us on an ongoing basis that: (a) you are authorised and/or permitted to use the Margin Services; (b) these Margin Service Terms constitute legal, valid and binding obligations enforceable against you in accordance with their terms; and (c) your use of the Margin Services and Bullish’s provision of such services to you is not unlawful under the laws of any jurisdiction to which you are subject. You agree to advise us immediately should there be any change in law or other circumstances that could make this representation and warranty invalid or in any way in doubt. You hereby agree to indemnify the Bullish Indemnitees on demand against each loss, liability and cost incurred as a result of any claim or demand (including legal fees and any fines, fees or penalties imposed by any regulatory authority) arising out of or related to your breach of this representation and warranty or your obligation to advise us of changes in law or circumstances pursuant to this clause 3.2.
3.3 The Margin Services are available in relation to the Permitted Fiat Currencies (PFC) and Permitted Digital Currencies (PDC) listed on the Platform Site from time to time.
3.4 When you borrow PFC and/or PDC to engage in Margin Trading, you are entering into a Loan as borrower where Bullish is the lender. You agree and acknowledge that Bullish shall have the right under these Margin Service Terms to enforce the terms of the Loan against you.
3.5 We may suspend or discontinue the availability of the Margin Services in relation to any PFC or PDC, and/or in relation to users located in any jurisdiction, in whole or in part, at any time and for any reason. If we do so, we shall provide Notice to you except in circumstances where we may be required to discontinue the availability of the Margin Services in relation to a particular PFC or PDC to comply with our understanding of Applicable Law in any jurisdiction, or to comply with an order or request from any competent regulatory, governmental or law enforcement authority, or as required by our internal policies, in which case such suspension or discontinuance may take effect immediately.
3.6 You shall be responsible, and you assume and shall bear all risk of loss, for all conduct relating to Margin Trading, Loans and/or borrowing in your Account and Bullish does not take any responsibility for any loss or damage incurred as a result of your access to and use of the Margin Services.
4. Risk Disclosures relating to Margin Services
4.1 Access to and use of the Margin Services to engage in Margin Trading is high risk and carries additional risk compared to engaging in Trades which are not subject to any leverage or borrowing. Margin Trading may therefore result in you incurring increased losses. Amongst other things, access to and use of the Margin Services may involve additional risks as described in the Risk Warnings on the Platform Site (the “Margin Service Risks”).
4.2 By accepting these Margin Service Terms and accessing and/or using the Margin Services, you acknowledge, accept and assume the Margin Service Risks. You undertake and agree not to engage in Transactions or Trades where your potential exposure to losses is beyond your financial means.
5.1 In order to access and use the Margin Services, you must satisfy the eligibility criteria as determined by Bullish from time to time.
5.2 We may change our eligibility criteria relating to the use of Margin Services at any time, including by introducing additional requirements. If we do so and such additional requirements relate to your use of the Margin Services, we shall provide Notice to you.
5.3 If there is any change to your circumstances or if any personal particular which you have provided to us is no longer true, complete or accurate at any time after you accessed or used the Margin Services, you must provide a Notice to us and we may suspend or terminate your ability to access and use the Margin Services.
5.4 You hereby represent and warrant to Bullish that you will notify us of any change in your circumstances which may affect your ability to meet the eligibility criteria.
6. Margin Accounts and Collateral
6.1 In order to use the Margin Services and be eligible to receive a Loan from Bullish, you will need to provide Collateral (as defined in clause 6.2) to Bullish by transferring Collateral from your Spot Account to a designated margin account (“Margin Account”) in your Account. There are separate Margin Accounts for each trading pair, and you must transfer the Collateral to the relevant Margin Account matching the trading pair of the Margin Trade you wish to execute. You may transfer Collateral to each Margin Account by sending the Collateral from your Spot Account to the Margin Account.
6.2 Any PFC and PDC that you transfer to any Margin Account from time to time, and any PFC and PDC that you purchase or receive through Margin Trading, (together referred to herein as “Collateral”) shall be under the unrestricted control of Bullish and used as collateral to secure repayment of any outstanding debts arising under a Loan (including, without limitation, the Loan Amount and any interest, fees, costs and expenses arising under or in connection with such Loan) or otherwise relating to your use of the Margin Services (collectively, “Debts”) as and when they fall due. If you fail to pay such Debts as and when they fall due, you will not be able to withdraw any Collateral from a Margin Account until your Debts are repaid in full and you hereby authorise Bullish to: (a) accelerate and recall any Loans: (b) close some or all of your Margin Trade positions; (c) sell, liquidate and/or otherwise dispose of the Collateral; and (d) apply the proceeds thereof for the repayment of such Debts.
6.3 Except for the rights granted to Bullish pursuant to this clause, you: (a) warrant and represent that there is no pledge, lien, mortgage, hypothecation, security interest, charge, option, encumbrance or other third party interest over or with respect to the Collateral (or any part thereof); and (b) agree and covenant that you shall not create or permit to exist any pledge, lien, mortgage, hypothecation, security interest, charge, option, encumbrance or other third party interest over or with respect to the Collateral (or any part thereof) nor shall you commit any act or omission which may interfere, restrict or otherwise adversely affect the rights granted to Bullish under this clause.
6.4 By accepting these Margin Service Terms and engaging in Margin Trading, you hereby grant to Bullish a continuing first-priority security interest in and over the Collateral and you authorise Bullish to exercise its rights pursuant to clause 6.2 to secure repayment of your Debts. Such security interest shall be continuing security for all Debts that remain outstanding from time to time and shall continue in force notwithstanding any intermediate repayment or discharge (in whole or in part) of your Debts. If requested by Bullish, you shall (at your own cost and expense) make, execute, do and perform all such further acts and provide any documents as Bullish may reasonably require to give effect to the rights conferred on Bullish pursuant to this clause. You acknowledge and agree that Bullish’s right to enforce the security interests granted under these Margin Service Terms is in addition to any other right or remedy available to us under Applicable Law.
6.5 If we exercise our rights under clause 6.2, we reserve the right to decide, in our sole discretion, which of your Loans to accelerate and recall and Margin Trade positions to close, which assets comprising the Collateral to sell or liquidate and the timing, order and manner of such sale, or liquidation. Bullish shall not be responsible or liable to you for the choice of which positions to close or assets to sell or liquidate, nor for the timing, order or manner of such closure, sale or liquidation. Bullish cannot and does not warrant or offer any assurances that we will be able to prevent you from suffering losses or the price at which the sale or liquidation will occur. You shall be responsible and liable for all Transaction Fees and transaction Taxes incurred in connection with the closure of any Margin Trade positions and/or the sale and liquidation of the Collateral.
6.6 You acknowledge and agree that the rights conferred on Bullish under this clause 6 are commercially reasonable to protect our interests and such rights shall be in addition to any other right or remedy available to us under Applicable Law.
7. Margin Fees
Access to and use of the Margin Services to engage in Margin Trading is subject to the margin fees specified in the Margin Fees section of the Fee Schedule (“Margin Fees”). By accessing and using the Margin Services to engage in Margin Trading, you agree to pay Bullish the relevant Margin Fees together with any other Transaction Fees that may apply, net of any transaction Taxes that may be applicable to you or Bullish, as specified in clause 11 (Transaction Fees) of the Terms. Margin Fees include: (a) the interest due on each outstanding Loan at the relevant Interest Rate (as defined in clause 10.1); and (b) other fees as set forth in the Fee Schedule from time to time.
8.1 When you use the Margin Services to engage in Margin Trading, you (as borrower) enter into a loan with Bullish (as lender) in an amount of PFC or PDC up to the Borrowing Limit (as defined in clause 9.1) (each a “Loan”). Bullish has no obligation to make any Loan to you and may decline any request for a Loan. All Loans are repayable by you on demand by Bullish. Agreeing to these Margin Service Terms does not guarantee your right to receive a Loan.
8.2 If you accept the terms and enter into a Loan, you agree and covenant to fully repay any PFC or PDC that you borrow (each a “Loan Amount”) on or before such Loan Amount becomes due and payable, together with any interest, fees, costs and expenses that accrue or otherwise arise under the Loan, including in relation to the recovery of any amounts that may be owing to us under the Loan. You agree to repay the Loan Amount, together with any interest, fees, costs and expenses due in connection with the Loan in an equivalent amount of the same PFC or PDC that you borrowed under the Loan. For these purposes, an “equivalent amount of the same PFC or PDC” means PFC or PDC of an identical type (including in the case of PDC, operating on the same blockchain protocol), nomenclature, nominal value, description and amount to the PFC or PDC borrowed.
8.3 You may repay the Loan Amount (in whole or in part) at any time before the Loan becomes due and payable. If the Loan is made in a PFC or PDC which is subsequently discontinued by Bullish pursuant to clause 3.5, the Loan Amount (together with any interest, fees, costs and expenses that have accrued under or in connection with the Loan), shall become automatically due and payable on the day that such discontinuance takes effect.
8.4 If you default on a Loan or if Bullish reasonably believes that you will or are likely to default on a Loan, Bullish shall be entitled to (with or without Notice to you): (a) exercise our rights under clause 6.2; and (b) suspend or terminate your use of the Margin Services.
8.5 We reserve the right to limit the maximum term of any Loan that we make available to you and to vary such term limit from time to time.
9. Leverage & Borrowing Limits
9.1 We reserve the right to limit the amount that you are able to borrow for the purposes of engaging in Margin Trading by limiting the amount of the credit facility or the leverage ratio that we make available to you. The maximum amount of the credit facility for each Margin Account that we make available to you from time to time shall be referred to as the “Borrowing Limit” and the maximum leverage ratio that we will permit you to Trade with from time to time shall be referred to as the “Maximum Leverage”. The applicable Borrowing Limit and Maximum Leverage are reflected in your “Buying Power” as shown on the Platform.
9.2 We reserve the right to vary the Borrowing Limit and/or the Maximum Leverage applicable to you from time to time (including, without limitation, prior to the Loan Amount becoming due and payable) depending on the PFC or PDC to which the Loan relates, the availability of assets in the relevant Liquidity Pool, the amount of your outstanding indebtedness, the value of the Collateral, your customer classification level, the applicable market conditions, systemic risk, and/or any other reason as we may determine.
9.3 If at any time, your Debts to Bullish exceed the Borrowing Limit, we shall be entitled to: (a) accelerate and recall any outstanding Loans and exercise our rights under clause 6.2 in order to reduce such Debts to an amount that is less than or equal to the Borrowing Limit; or (b) make a Margin Call (as defined in clause 11.5) requiring you to top up the value of Collateral in the Margin Account in order to increase your Borrowing Limit to such amount that is equal to or greater than such Debts, as determined pursuant to clause 11.4.
9.4 If at any time, the leverage ratio of any Margin Trade positions exceeds the Maximum Leverage, we shall be entitled to take any of the actions described in clause 9.3 in order to restore the leverage ratio on such positions to the Maximum Leverage.
9.5 You acknowledge and agree that (a) you are solely responsible for monitoring the status of your Account for the purposes of ensuring that, at all times, you do not exceed the Borrowing Limit and/or Maximum Leverage (as applicable from time to time); and (b) Bullish shall not be responsible or liable for any losses which you may incur as a result of any action taken by Bullish in the event that you exceed the Borrowing Limit and/or Maximum Leverage as described in these Margin Service Terms.
10. Interest on Loans
10.1 Interest shall accrue on outstanding Loan Amounts on an hourly basis. The hourly rate of interest applicable to each outstanding Loan Amount shall be set by Bullish from time to time (the “Interest Rate”). If at any time and for any reason, the Interest Rate payable on any Loan exceeds the maximum rate of interest permitted to be charged to you under Applicable Law, you and Bullish agree that such Interest Rate will be reduced automatically to the maximum rate of interest permitted to be charged under Applicable Law.
10.2 Interest charges under clause 10.1 shall accrue and be added to any outstanding Loan Amounts on an hourly basis and will be payable by you on repayment of any part of the Loan Amount in relation to that part. Unpaid interest is payable in full on the date a Loan becomes due and payable (including as a result of acceleration or termination). For each hourly period, Bullish shall calculate the maximum Loan Amount during such hourly period (the “Maximum Hourly Balance”). The amount of interest for such hourly period (the “Hourly Interest Amount”) shall be the product of (i) the Maximum Hourly Balance, multiplied by (ii) the applicable Interest Rate for that hour. The minimum interest period for any Loan is 1 hour.
11. Initial Margin, Maintenance Margin and Margin Calls
11.1 In order to engage in Margin Trading, you are required to: (a) transfer Collateral into the Margin Account as described in clause 6 in an amount sufficient to meet Bullish’s minimum Collateral balance requirements for a Loan or Margin Trading, as such requirements may be amended from time to time (the “Initial Margin”); and (b) maintain a sufficient amount of Collateral in each Margin Account at all times to meet Bullish’s minimum Collateral balance requirements for a Loan or Margin Trading, as such requirements may be amended from time to time (the “Maintenance Margin”). You agree to maintain in each relevant Margin Account at all times during the term of a Loan an amount of Collateral meeting the Maintenance Margin requirements..
11.2 The Initial Margin and Maintenance Margin shall be calculated and set by Bullish and may vary from time to time depending on various internal and external factors, including (without limitation): market conditions, systemic risk, price volatility, size and utilisation of the relevant Liquidity Pool, the status of your open Margin Trade positions, the amount of your outstanding indebtedness, fee levels and your customer classification. The Initial Margin will be set and notified to you at the time each Loan is made. The Maintenance Margin is dynamic and may change frequently and rapidly. An indication, based on the then current Maintenance Margin, of the risk of closure of your Margin Trade position and liquidation of the Collateral will appear on the Platform Site.
11.3 You shall at all times be solely responsible for monitoring the status and balance of the Collateral in each Margin Account (including the extent to which the value of the PFC and PDC comprising the Collateral in such Margin Account meets the Maintenance Margin requirements) and any open Margin Trade positions.
11.4 For purposes of calculating your compliance with the Initial Margin and Maintenance Margin requirements, Bullish shall determine the value of such Collateral based on Bullish Platform prices. Such determination shall be final and binding.
11.5 If at any time the value of the Collateral in a Margin Account is at risk of falling below the Maintenance Margin, we may, but are not obligated to, provide you with a Platform alert (each a “Margin Call”) in which case you shall immediately either: (a) reduce the Loan Amount; or (b) top up such Margin Account by transferring further assets from your Spot Account to the relevant Margin Account so the value of the Collateral in the Margin Account is equals or exceeds the Maintenance Margin.
11.6 You agree to immediately satisfy all Margin Calls. You understand and agree that Bullish shall not be obligated to make a Margin Call in the event that the value of the Collateral in a Margin Account falls below the Maintenance Margin, and there may be circumstances where Bullish will exercise its rights under clause 6 to sell or liquidate your Collateral or take other actions without providing Notice to you. You acknowledge and agree that it is your sole responsibility to monitor and maintain the value of the Collateral in the Margin Account so that it equals or exceeds the Maintenance Margin requirement at all times.
11.7 Without prejudice to clause 11.5, Bullish shall also be entitled to exercise its rights under clause 6 (with or without notice to you) to sell or liquidate your Collateral or take other actions in the following circumstances: (a) you fail any any time to maintain the value of the Collateral in a Margin Account so that it equals or exceeds the Maintenance Margin; (b) you exceed the Borrowing Limit and/or Maximum Leverage at any time as described in clauses 9.3 and 9.4; (c) we discontinue the availability of the Margin Services either in full or in relation to a PFC and/or PDC pursuant to clause 3.5 and the Loan or Collateral consists (in whole or in part) of a discontinued PFC or PDC; (d) we decide to suspend or terminate your use of the Margin Services; or (e) we determine that it is necessary to exercise such rights.
12. Termination or Suspension
12.1 You may terminate your use of the Margin Services at any time, provided that: (a) you have settled any Debts owing to Bullish in full and net of any Transaction Fees and transaction Taxes to be paid by you or Bullish; and (b) you give us no less than 7 days’ written Notice.
12.2 Bullish reserves the right, in our sole discretion, to terminate or suspend your access to and use of the Margin Services at any time. If we decide to suspend or terminate your use of the Margin Services, we will give you 7 days’ prior Notice. Without prejudice to the foregoing, Bullish shall be entitled to immediately suspend or terminate your access to and use of the Margin Services at any time if: (a) we consider that you have violated the Terms or these Margin Service Terms; (b) your right to access and use the Services pursuant to the Terms is suspended or terminated for whatever reason; (c) in the opinion of Bullish there is or has been a material adverse change in your financial condition or circumstances which might adversely affect your ability to discharge your liabilities or perform your obligations under the Margin Service Terms; (d) we consider that you have defaulted on a Loan; (e) we consider that you have violated the applicable Maintenance Margin requirements at any time; (f) we consider that you have breached the applicable Borrowing Limit or Maximum Leverage at any time; (g) we determine that it is necessary, prudent or desirable for the purposes of protecting ourselves and/or other users, to suspend or terminate your access to and use of the Margin Services; (h) we consider that any representation or warranty made by you herein or by you in connection with these Margin Service Terms or the Terms was incorrect in any respect when made or is no longer correct; or (i) we consider that the Margin Services violate or threaten to violate Applicable Law, an order or request from any competent regulatory, governmental, tax or law enforcement authority or our internal policies.
12.3 We also have the right to terminate or suspend the Margin Services, or your access to or use of the Margin Services in respect of one or more PFC or PDC. If we decide to terminate or suspend the Margin Services or your access to or use of such services in respect of a specific PFC or PDC, we will endeavour to give you prior Notice except in circumstances where we are unable or it is impracticable to do so. For the avoidance of doubt, in such a case, your access to and use of the Margin Services (including any outstanding Loans) in respect of other PFCs or PDCs will remain unchanged.
13. Consequences of Termination or Suspension
13.1 Upon termination of your access to and use of the Margin Services either in whole or in part, any outstanding Debts will become immediately due and payable. To the extent that there is a partial termination pursuant to clause 12.3, only your Debts in the relevant PFC or PDC will become immediately due and payable.
13.2 Bullish shall be entitled to exercise our rights under clause 6 to satisfy your Debts. Bullish shall not be responsible or liable to you for any loss, damage, cost or expense whatsoever which you may incur or suffer arising from or in connection with the exercise of such rights by Bullish.
13.3 Any Collateral remaining in a Margin Account after your Debts have been settled in full, may be transferred to your Spot Account provided that the Terms between you and Bullish have not been terminated pursuant to clause 18 of the Terms (Termination or Suspension).
13.4 We reserve the right to refuse any withdrawal or transfer of any Collateral in a Margin Account until such time that you settle any Debts related to the use of Margin Services in full.
13.5 If we decide to suspend your access to and use of the Margin Services, you will not be able to receive new Loans during the time of such suspension. Such a suspension may be applied to your access and use of the Margin Services in whole or in relation to your borrowing of one or more PFC or PDC as determined in our discretion. A suspension of the Margin Services will not affect your obligations in respect of Loans made prior to such suspension.
14. Disputes, Governing Law, Jurisdiction and Arbitration
These Margin Service Terms shall be governed by Gibraltar law, and clause 40 (Disputes, Governing Law, Jurisdiction and Arbitration) of the Terms shall apply to any disputes or claims relating to, arising out of or in connection with these Margin Service Terms, including your assent to these Margin Service Terms.
Notwithstanding suspension or termination of your access to and use of the Margin Services, these Margin Service Terms shall continue to apply to you to the extent that there are any obligations or liabilities which remain to be performed or discharged by you under these Margin Service Terms.
16. Electronic Signatures
These Margin Services Terms may be entered into by signing electronically (in whatever form), including by using a secure digital signature protocol, service or process, and shall be deemed as valid and effectual as if it had been signed physically in manuscript.