General Trading Terms of Business
Introduction
In addition to agreeing to the Website Terms and Conditions by accessing www.gsr.io, you understand that by engaging GSR Markets Limited or any of its affiliates (collectively “GSR”, “we”, “us”, or “our”) for trading or liquidity services you agree to the following Terms of Business. GSR only provides services to approved counterparties who are party to a signed agreement (“client agreement”). Accessing www.gsr.io does not imply the existence of a client relationship or a client agreement. Before becoming an approved counterparty and entering into an agreement with GSR, all counterparties must complete GSR client onboarding, including satisfactory completion of GSR’s counterparty due diligence process and Know Your Customer / Anti-Money Laundering (“KYC/AML”) procedures. By accessing this website and entering into a transaction with GSR, you agree that you are on notice of the following Terms of Business.
GSR is a global crypto asset market making and trading firm that operates as a dealer, counterparty and liquidity provider in digital asset markets in those jurisdictions where such activities are permissible. As such, GSR engages in activities such as price discovery, price quoting, order taking, trade execution and other related activities. Unless otherwise expressly agreed, GSR engages in these transactions as principal for the benefit of GSR. In that capacity, GSR does not act as agent, fiduciary or financial advisor or in any similar capacity on behalf of its clients or counterparties. It should be noted that GSR and its counterparties may have divergent or conflicting interests (see section on Conflicts of Interest below).
These terms are supplemental to any other applicable terms of dealing in place between you and us and any law or regulation applicable to our trading activity. To the extent that you continue to discuss and/or enter into transactions with GSR, it will be on the basis of the terms disclosed herein except as otherwise expressly agreed (i) between GSR and you, (ii) provided in other applicable GSR terms of dealing, or (iii) required by law or regulation. These terms may be updated from time to time in order to address changing regulatory, industry and other developments.
Nothing in this document should be construed as constituting an offer to sell, a solicitation to buy, a distribution of or a recommendation for the products and services detailed in this document to any individual or entity in a jurisdiction where the purchase, sale or possession of crypto assets is prohibited.
Investment Professionals
GSR’s communications are directed at persons having professional experience in matters relating to crypto asset investments. Any persons who do not have professional experience in matters relating to crypto asset investments should not rely on any such GSR communications and therefore, you are advised to consult with your legal, accounting, and other professional advisors prior to engaging in any transactions or services described herein.
Specifically, communications and services provided by GSR in the United Kingdom are intended for investment professionals only and are not suitable for retail persons in the United Kingdom. By accepting GSR’s Terms of Business you are attesting that you have sufficient experience and understanding of the transactions and services envisaged to assess the suitability of such investments and services and are aware of the risks involved, and are not covered by the protections afforded to retail clients under the rules of the Financial Conduct Authority.
Conflicts of Interest
As noted above, unless specifically agreed otherwise, GSR acts in a principal capacity as an arm’s length party to transactions with our counterparties, and not as agent. As a market maker and liquidity provider, GSR handles a portfolio of positions for multiple counterparties’ competing interests, as well as GSR’s own proprietary interests. Therefore, GSR may trade prior to or alongside a counterparty’s transaction to execute transactions for GSR or to facilitate executions with other counterparties, to manage risk, to source liquidity or for other reasons.
In particular, GSR may enter into derivatives, futures, or other transactions with third parties for the purpose of, or in connection with, hedging its actual or potential exposure arising from transactions between GSR and our counterparties (“pre-hedging transactions”). Pre-hedging transactions may be executed by GSR before—including, but not limited to, within the seconds and minutes before—during, or after the pricing or consummation of any directly or indirectly related transactions between GSR and its counterparties. GSR’s intention when engaging in pre-hedging transactions is to facilitate order execution and reduce the potential market impact of filling counterparty orders, with the goal of minimizing GSR’s risk of entering into the transaction and achieving a better price outcome for counterparties. However, there is no guarantee that such activity will have the desired outcome.
GSR’s trading activities (including pre-hedging transactions) can have an impact on the prices we offer a counterparty on a transaction and the availability of liquidity at levels necessary to execute counterparty orders. This may also result in GSR holding a position that opposes one or more client positions, and as such GSR may also gain a profit, charge or remuneration for itself.
In addition, GSR may receive requests for quotations and multiple orders for the same or related crypto assets. GSR acts as principal and may seek to satisfy the requests of all of its counterparties and its independent risk management objectives, but it retains discretion with respect to how to satisfy its counterparties, including with respect to order execution, aggregation, priority and pricing. GSR will utilize models, software and systems for use by one or more teams and similarly, trading and other systems developed by employees of GSR may be used by any of GSR’s teams, including for GSR’s own proprietary interests. The determination of how models and systems will be utilized and allocated across its business will be made on a fair and equitable basis, to the extent practicable and in accordance with, among other factors, GSR’s applicable proprietary investment strategies over a period of time.
GSR will take care to identify and attempt to manage potential conflicts of interest by treating each counterparty fairly and subject to the terms of its negotiated agreement(s), along with the implementation of policies, procedures and staff training to minimize conflicts of interest and in particular, controls in respect of the transfer of information.
Best Execution and Order Internalization
There is no central pricing authority for crypto assets and crypto assets may be subject to significant price volatility and have been subject to periods of volatility in the past. GSR in its sole discretion determines the price it will offer a counterparty based on the pricing data available at the time of the transaction as well as other factors (the “GSR price”). The lack of a central pricing authority to obtain prices from competing dealers in crypto assets, market depth, and limited access to some trading venues, can result in counterparties receiving a GSR price that differs from the best possible price for a particular crypto asset at a given time. GSR makes no representation that the GSR prices offered represent the best available price for a particular crypto asset. GSR may reasonably determine that it is in the best interest of a counterparty to execute a transaction, either in whole or in part, by crossing a counterparty order with the order of another counterparty, or of an internalized GSR order on an over-the-counter basis, subject to the trading parameters established in an individual agreement with GSR. Internalized orders will receive a price that is equal to or better than the price the order would receive on external venues available at the time of the transaction. GSR is not obligated to provide clients prior notice before crossing a counterparty transaction with that of any other counterparty or GSR entity.
No Investment Advice
Except where otherwise expressly agreed in writing, when using this website or engaging GSR’s services, you are acting for your own account and are not relying on GSR for investment advice before entering into any transaction. GSR provides services on a non-advised basis and clients are deemed to have conducted their own due diligence before entering into any transaction for crypto assets with GSR. GSR serves solely as counterparty to any transactions it undertakes with you and you are deemed to be solely responsible for the decision to undertake a particular transaction and for the evaluation of risks associated with such transactions.
No Offer of Securities
THIS WEBSITE AND THE INFORMATION INCLUDED HEREIN ARE FOR GENERAL INFORMATION PURPOSES ONLY. UNDER NO CIRCUMSTANCES SHOULD ANY MATERIAL ON THIS WEBSITE BE USED OR CONSIDERED AS AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITY, FUTURE OR OTHER FINANCIAL PRODUCT OR INSTRUMENT SPONSORED OR MANAGED BY GSR. THIS WEBSITE AND ITS CONTENT ARE DIRECTED AT AND MADE AVAILABLE SOLELY TO PERSONS IN JURISDICTIONS IN WHICH THE PURCHASE AND SALE OF CRYPTO ASSETS IS LEGALLY PERMISSIBLE.
Risks Associated with Crypto Assets
Crypto assets are part of a new and rapidly evolving industry that is subject to a high degree of uncertainty and as such, crypto assets present a constantly changing environment in which the associated risks are also constantly changing. By accessing this website and/or entering into a client agreement with GSR, you acknowledge that you are aware of the risks associated with transacting in crypto assets, including being prepared to lose the full value of your investment when trading crypto assets. The prices of crypto assets are volatile and can fluctuate dramatically in a short period of time. We do not advise or recommend that you buy, sell or hold any crypto assets or interact with any blockchain. Trading crypto assets is not suitable for every investor and GSR advises counterparties to continue to educate themselves on the risks involved with any activities related to the blockchain or trading in crypto assets.
Links to regulatory advisories on crypto assets are provided below. Prior to entering into any transactions in crypto assets, please ensure that you have read and understand the information and the advisories provided below. This is not an exhaustive list of all regulatory advisories on crypto assets. GSR is providing the following links for informational purposes only and does not represent or warrant that the information contained in the links is maintained or kept up to date.
