Current Version: Version 1.1

Effective Date: 10 March 2025

1. Introduction

1. This Arranging Agreement (the “Agreement”) is between you, the client (“Client”, “you”, “your”), and Crypto Facilities Limited (“Kraken MTF”, “we”, “our”). Kraken MTF is registered in England and Wales as a private limited company (registered number 09172128) with registered offices at 6th Floor, 1 London Wall, London, EC2Y 5EB, UK. Kraken MTF is authorised and regulated by the FCA (firm reference number 757895) to make arrangements with a view to transactions in investments, amongst other regulated activities. You can check this on the FCA’s Financial Services Register by visiting https://www.register.fca.org.uk/s.

2. This Agreement governs your access to the online platform for the provision of brokerage services in derivatives on the price of digital assets (“Derivatives”), which is accessed via www.kraken.com (the “Website”), the mobile app, or via API (together, the “Platform”). The Platform is owned and operated by Payward Digital Solutions Limited (“Kraken Derivatives”). Kraken Derivatives is an exempted company limited by shares, incorporated in Bermuda with registered number 202403268 and registered address at Park Place, 55 Par-la-Ville Road, Hamilton, Pembroke, HM11, Bermuda. Kraken Derivatives is licensed by the Bermuda Monetary Authority to conduct digital assets business pursuant to the Digital Assets Business Act, 2018 and holds a Class F license. Kraken Derivatives provides services in relation to Derivatives and the Platform (the “Kraken Derivatives Services”) as detailed in the Digital Assets Brokerage Services Agreement between you and Kraken Derivatives (“Digital Assets Brokerage Services Agreement”). When you open an account on the Platform to make use of the Kraken Derivatives Services (an “Account”), that account is provided by Kraken Derivatives.

3. Kraken MTF and Kraken Derivatives are subsidiaries of Payward, Inc. (together commonly referred as the “Group” and trading as “Kraken”).

4. This Agreement is supplemented by our Privacy Notice, which is applicable when you make use of the Kraken MTF Services. A copy of our Privacy Notice is found here.
   
5. Please read this Agreement carefully. If you do not understand any of the provisions of this Agreement or your obligations under them, you should seek independent professional advice.

2. Services provided by Kraken MTF

6. Kraken MTF provides services to facilitate your access to Kraken Derivatives Services(the “Kraken MTF Services”). The Kraken MTF Services include:
   

1. Client onboarding: Kraken Derivatives Services will only be provided to natural or legal persons whom Kraken MTF has determined in its sole discretion meet the criteria for categorisation as a Professional Client, as defined in COBS 3.5. Kraken MTF facilitates your becoming a client of Kraken Derivatives for the purpose of obtaining Kraken Derivatives Services by obtaining information from you and assessing that information against the criteria for categorisation as a Professional Client.
   
2. Introducing: Kraken MTF introduces you to Kraken Derivatives for the purpose of obtaining Kraken Derivatives Services. If your request to be categorised as a Professional Client is successful, Kraken MTF will communicate that outcome to Kraken Derivatives, so that Kraken Derivatives can commence the provision of the Kraken Derivatives Services to you. This may involve transferring your personal information to Kraken Derivatives or other Group companies outside of the jurisdiction pursuant to our Privacy Notice and the Kraken Group Privacy Notice. We will take steps to ensure that personal information has an adequate level of protection and such transfers comply with Applicable Law.

7. Kraken MTF may refuse to provide Kraken MTF services to those persons whom it considers do not meet the criteria for categorisation as a Professional Client, in our sole discretion.
   
8. Kraken MTF may add to, or amend any aspect of, the Kraken MTF Services in our sole discretion at any time and without notice.

9. Kraken MTF does not receive, transmit, provide communication facilities for the routing of orders or negotiation of orders or transactions, or execute or arrange for the execution of orders placed on the Platform. These and ancillary services may be provided to you directly by Kraken Derivatives under the Digital Assets Brokerage Services Agreement, however, the provision of these services may not be subject to requirements imposed under Applicable Law, including, but not limited to, requirements related to client order handling, best execution, appropriateness, and reporting, and Kraken MTF is not liable to you for any harm or losses suffered as a result of you making use of services provided to you by Kraken Derivatives.

3. Client money and custody

10. Kraken MTF does not receive or hold money or assets, including Derivatives, in connection with your use of the Kraken Derivatives Services. The treatment of any money or assets held in your Account are subject to the Digital Assets Brokerage Services Agreement between you and Kraken Derivatives, and are not subject to Applicable Law concerning the protection and custody of client money or assets, or the UK investor protection scheme operated by the Financial Services Compensation Scheme (“FSCS”). This means that in the event that Kraken Derivatives, or any sub-custodian utilised by Kraken Derivatives fails or goes out of business, your money and assets may be treated differently than if they were held in the UK, may be unprotected, lost or irrecoverable, and you will have not have any claims or rights against Kraken MTF with respect to such loss.

4. No Advice

11. Kraken MTF Services are provided on a non-advised basis, meaning that we do not provide you with any advice as to the merits of your Derivatives transactions, whether a particular Derivatives transaction is suitable for you, or whether transacting in Derivatives or taking up Kraken Derivatives Services is suitable for you at all. You are solely responsible for any decisions taken in respect of any and all transactions that you choose to enter or not enter into on the Platform. We will not provide you with any investment, legal, tax or other form of advice, nor can you rely on any statements made by us.

5. Complaints 

12. It is our aim to provide a high level of service to all clients. We value all feedback and use it to enhance our services. We appreciate that from time to time, things can go wrong or there can be misunderstandings. We are committed to dealing with queries and complaints positively and sympathetically.

13. If you wish to register a complaint in relation to services provided to you by Kraken MTF, you may open a ticket with the Member Support team here. Please provide the following details in order for us to be able to process your complaint in time:

3. your name;

4. the email address you used to register your Account;

5. a clear description of your concern or complaint;

6. details of what you would like us to do to fix this matter;

7. copies of any relevant correspondence.

14. Note that Kraken MTF may only consider complaints in relation to the services it provides to you as detailed in this Agreement. Any complaints regarding such services may not be covered by the Financial Ombudsman Service (“FOS”) if you have been categorised as a Professional Client.

15. Complaints regarding services provided to you by Kraken Derivatives may be submitted here. Please note that complaints regarding such services are not covered by the FOS.

16. Our Member Support team will determine whether your query can be resolved immediately or if it will require further investigation. Most queries can be resolved immediately or within 24 hours. If your query requires further investigation, we will endeavour to contact you within five business days of the initial query to advise you of the outcome.

6. Suspension, Termination and Changes

17. You are entitled to terminate this Agreement for whatever reason upon giving 14 days’ written notice to us by email here. Your right to terminate this Agreement does not affect your liability with respect to the settlement of all obligations owed to Kraken Derivatives, as set forth in the Digital Assets Brokerage Services Agreement.

18. Without prejudice to Kraken Derivatives’ rights under the Digital Assets Brokerage Services Agreement, we may terminate this Agreement for whatever reason at any time without notice, including where we become aware that you no longer fulfil the initial conditions that made you eligible for categorisation as a Professional Client. We may inform Kraken Derivatives of such action. You remain liable to meet all obligations you owe to Kraken Derivatives, whether arising before or after termination, including those which may accrue under transactions initiated or orders submitted prior to the date termination date but which are executed after that date.
    
19. We may make changes to this Agreement from time to time. We will endeavour to provide advance notice of any proposed material changes to this Agreement by way of email to the email address associated with your Account, but are under no obligation to. You should regularly check when the Agreement was last updated (as displayed at the top of this document) and review the current Agreement. It is your obligation to understand the terms of this Agreement. If you do not accept the Agreement, or any amendment(s) to it, you must notify us immediately.
    

7. Costs and charges
   

1. Kraken MTF does not charge fees to you in connection with the Kraken MTF Services. However, fees may be payable by you in relation to services you receive from Kraken Derivatives.

8. Conflicts of interest
   

1. Kraken MTF will take all appropriate steps to identify and prevent or manage conflicts of interest in order to prevent any adverse effect to your interests. However, these steps may not be sufficient in every case to ensure, with reasonable confidence, that the risk of damage to your interests will be prevented, and in such limited cases, Kraken MTF will disclose the nature or source of the conflict to you.
   

9. Warranties and disclaimers
   

1. You represent and warrant:
   

1. if you are a natural person, that you are of the age of majority and have full legal capacity to enter into this Agreement;
   
2. if you are a corporate entity, that the representative that executes this Agreement has full capacity and authority to bind you to this Agreement. We may require you to provide documentary evidence of the ability and authorisation of any of your representatives to enter into this Agreement on your behalf;
   
3. that any and all information provided to us, including, but not limited to, information provided in the course of client onboarding as described in Clause 2.1.2, is true, complete, and accurate;
   
4. that you will not use the Kraken MTF Services to engage in any activity that is fraudulent, deceptive, misleading, manipulative, abusive, causes disorderly trading conditions or otherwise could bring us into disrepute;
   
5. that you are acting solely on your own behalf and not as agent for another person;

10. Liability
    

1. The Kraken MTF Services are provided on an “as is” basis. We will not be liable for any losses, damages or other amounts you or any other party may suffer or incur arising out of your use of the Platform, the malfunctioning, misuse, failure, stoppage or the unavailability of the Platform or for any indirect or consequential loss.
   
2. Kraken MTF is not responsible for the design, maintenance, availability, utility, speed, or any other features or qualities of the Platform or the Kraken Derivatives Services, makes no warranties in this regard, and disclaims any liability for any direct, indirect, or consequential loss arising any failures, errors, downtimes, outages, hacks, interruptions or disruptions related to the Platform and the Kraken Derivatives Services to the fullest extent permitted under Applicable Law.
   
3. We exclude all liability where the damage does not relate to our conduct, for example where the cause is due to a technical failure in a digital asset protocol, the fork of a digital asset protocol or an action by a third party.

4. You will indemnify us for any loss, liability, costs (including reasonable legal costs), damages or expenses arising from any breach by you of the terms of this Agreement, including any fraudulent, negligent or reckless act, omission or default or your misuse of the Kraken MTF Services.

5. We will not be liable to you for any losses that result from the blocking, suspension or termination of your Account.
   

11. Our rights

6. To protect the integrity of the Kraken MTF Services and to ensure our compliance with Applicable Law, we reserve the right to:

6. investigate any suspected breach of this Agreement, including but not limited to any suspected breach of the representations and warranties provided by you under Clause 9.2, or any other suspicious activity or behaviour;

7. request from you proof of your identity and residential address, source of funds and/or wealth, or any other information we are required to collect to comply with Applicable Law;

8. inform Kraken Derivatives or take other appropriate action if we become aware that you no longer fulfil the initial conditions that made you eligible for categorisation as a Professional Client, we suspect that you have engaged in suspicious activity or behaviour, we suspect that you have breached, are potentially breaching, or are about to breach the terms of this Agreement or Applicable Law, or if you refuse to provide information requested by us, which may result in suspension, blocking, or termination of access to your Account by Kraken Derivatives pursuant to the Digital Assets Brokerage Services Agreement. We may not be able to give you specific information regarding the suspension, blocking, or termination, nor any timeframe during which it may be resolved.

12. No agency

1. Kraken MTF does not act on behalf of, or as an agent of, Kraken Derivatives, nor is Kraken MTF authorised to make or enter into any commitments for or on behalf of Kraken Derivatives. You acknowledge that the provision of Kraken MTF Services to you does not give you any recourse against Kraken MTF in respect of the Kraken Derivatives Services, your use of the Platform, or any acts or omissions by Kraken Derivatives.
   

13. Severability

2. If any provision or part-provision of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this Agreement. If any provision or part-provision of this Agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

14. Entire Agreement
    

1. This Agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Agreement.
   
2. In the event of any translation of this Agreement, the English version shall prevail.

15. Notices 
    

1. We will send you notices to the email address associated with your Account. These will be deemed to be delivered to you if we do not receive a failed delivery message. You must send your notices here. Your notices will be deemed delivered on the business day following the submission of that notice to us.

16. Force Majeure
    

1. We shall not be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of our obligations under this Agreement if such delay or failure results from events, circumstances or causes beyond our reasonable control. We will take all reasonable steps to act in your best interests when a Force Majeure event occurs and may suspend or alter part or all of the Agreement, to the extent that we can no longer comply with the terms in question.

17. No Waiver 
    

1. No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

18. Assignment 
    

1. We may assign any of our rights under this Agreement to any Group company. You may not assign any of your rights under this Agreement.

19. No Third-Party Rights 
    

1. A person who is not a party to this Agreement shall not have any rights to enforce any term of this Agreement.
   

20. Governing law

2. This Agreement is between us and you and this Agreement and any non-contractual obligations arising out of or in connection with it are in all respects governed by and construed and interpreted in accordance with the law of England and Wales (“Applicable Law”), and the courts of England and Wales will have non-exclusive jurisdiction to settle any legal proceedings (including non-contractual disputes) arising out of or in connection with this Agreement.