Over the Counter Services Agreement

Your agreement with Rain consists of the OTC Agreement and the Client Agreement, and is entered into between the client whose name appears on the Signing Page (below) (Client, you) and Rain Trading Limited, a company registered under the laws of the Abu Dhabi Global Market (ADGM), with Registration No. 6640, located at Unit 9, Floor 7, Al Sarab Tower, Abu Dhabi Global Market Square, Al Maryah Island, Abu Dhabi, United Arab Emirates (Rain, us, our), each a Party and together the Parties.

The OTC Agreement and the Client Agreement govern your use of the OTC Desk provided by Rain. 

The OTC Agreement and Client Agreement between the Client and Rain take effect the date on which the Client signs up.

Terms and Conditions

Acceptance of Agreement and its Modifications

You have read, understood and accept all of the provisions of the OTC Agreement and Client Agreement. Rain reserves its right to amend the OTC Agreement (and Client Agreement) from time to time at its discretion. Rain will ensure that the current version of the OTC Agreement and Client Agreement is always published on its webpage.

Definitions and interpretation.

Any capitalised term not defined in the OTC Agreement have the meaning given to them in the Client Agreement.

In the event of any inconsistency between the terms of the OTC Agreement and the Client Agreement, the terms of OTC Agreement will prevail. 

Eligibility and Classification

Your use of the OTC Desk is subject to the Client “Classification” and “Eligibility” criteria determined by Rain from time to time as set out in the Client Agreement, which may include additional successful verifications pursuant to our AML Procedures, your Client history and your trading volumes at Rain. The OTC Desk is further subject to risk tolerances and limits imposed by Rain from time to time, as well as verification and fraud monitoring or detection tools (Risk Controls), which may dictate your eligibility criteria to use the OTC Desk. The Risk Controls may be general or specific to you and may dictate the minimum trade amounts prescribed for any or all the Virtual Assets made available by Rain from time to time.

Rain reserves the right to refuse or discontinue offering the OTC Desk services to you if this eligibility criteria is not met by the Client at any time. 

If you are not a natural person, you further agree to the following terms:

• you must ensure that you only permit your Authorised Users to access and use the OTC Desk. Rain reserves the right to request information from time to time on the identity and authority of all such Authorised Users and their experience and suitability to access the OTC Desk;

• you shall ensure that your Authorised Users are adequately trained and have the appropriate skills, experience and knowledge to access and use the OTC Desk. You shall bear all responsibility for training your Authorised Users to ensure that they comply with the terms of the OTC Agreement and Client Agreement at all times;

• you warrant and represent that you have implemented, and shall maintain, appropriate policies and procedures to ensure that you can monitor and supervise your Authorised Users’ access to and use of the OTC Desk; and

• you acknowledge and agree that you will be bound by and solely responsible for any actions or omissions of your Authorised Users arising out of their respective access to and use of the OTC Desk and with your compliance with the terms of the OTC Agreement and Client Agreement.

Price Quotes

You agree that the OTC Agreement governs all submissions of requests for price quotes by you to buy and/or sell Virtual Assets on Rain’s OTC Desk.

You acknowledge and agree that Rain shall determine the prices in its sole discretion. Rain’s quoted prices are inclusive of the source price and internal margin determined solely by Rain. Rain may further communicate to you other applicable fees using any of its available communication channels.

Rain endeavours to provide bid and offer prices that are up to date and endeavours to have its price quotes have an approximate validity of up to 10 seconds. Nonetheless, prices are subject to constant change and circumstances may arise where prices provided to you are invalid by the time that an Order is received by Rain in relation to a price request. This may include, but is not limited to, instances where the quality or speed of your connectivity causes delay or market volatility is causing prices to change rapidly. An Order submitted in relation to a price that is no longer valid will be rejected.

You acknowledge that the prices Rain provides you are solely for your internal use of the OTC Desk.

Negotiation and Execution

The OTC Desk is provided through the use of instant message conversations and other methods of communications used by Rain to receive your requests for quotes, request responses whether to confirm, decline or notify you of the expiry of a price quote, confirmations to execute trades, alongside notification of sends and receipts of the relevant Virtual Asset or Fiat Currency. Rain may also use such instant messaging tools to provide you with notifications from time to time pertaining to its OTC Desk.

Your confirmation of a valid price constitutes a binding Order (including Virtual Asset, quantity, price, and any fees) and a confirmation by you to Rain to deduct the relevant Virtual Asset or Fiat Currency from your Account to fulfill that Order. You agree that Rain may, in its sole and absolute discretion, accept statements similar or analogous to the following as your instruction to agree to the terms of an Order: “confirmed”, “agreed”, “done,” “I buy,” “bought,” “I sell,” or “sold”. You agree that Rain has the right, but not the obligation, to act on Instructions received if it suspects or deems that it does not originate from you or otherwise appears suspicious. Rain may, in some cases, and at its sole discretion, require secondary electronic, verbal, written or other confirmation before acting.

Rain shall have the right to cancel a price quote prior to confirmation by you at its sole discretion. 

Rain endeavors to use reasonable efforts to fulfill a confirmed Order. In the event that an Order or part thereof is not capable of being fulfilled (e.g. as result of low liquidity in the market or defaults by exchanges or liquidity providers beyond our control), then Rain will refund to you your purchase price or, where possible, inform you of the extent that such an Order can be fulfilled. You may then choose to place an alternative order or accept the refund. 

Pre­-Funded Trading

By signing this Agreement, you agree that you must deposit with Rain the full amount of relevant Virtual Assets and/or Fiat Currency for an Order to be valid.

An Order is fulfilled and reflected in your Account within 48 hours from confirmation of the Order by you.

You shall not withdraw, attempt to withdraw, transfer, alienate or provide a lien or charge to any third party on any Virtual Asset or Fiat Currency held by Rain to satisfy your obligation under any Order.

Risk Disclosure

The Risks Warnings in the Client Agreement that apply to trading in Virtual Assets apply equally to the OTC Desk services. 

You accept the risks associated with Virtual Assets may be commensurate to the value of your OTC Orders. You should be prepared to lose the full value of your investment when trading the Virtual Assets under the Agreement. You fully acknowledge the risks associated with trading Virtual Assets and bear sole responsibility for such risks and are satisfied that you possess the required knowledge and experience to manage these risks.

You accept the risk of the OTC Desk not being available to you in response to Rain’s eligibility criteria or its risk controls.

Conflicts of Interest

Rain may trade at the same markets or with the same exchanges or partners that also help facilitate the OTC Desk. Such trades are conducted subject to their trading rules and may be subject to our analysis of market trends. Any information Rain receives from you will be used for the performance of our services to you and in accordance with our Privacy Notice, and will not be used to make investment decisions at Rain. 

Confidentiality

Either Party regards the information it receives from the other Party as confidential and shall take all action reasonably necessary to secure the disclosing Party’s confidential information against theft, loss or unauthorised disclosure. Orders are confidential.

Rain may disclose the information regarding your Orders to its Affiliates, professional advisors, and regulatory or governmental bodies as required to provide or improve the OTC Desk,  investigate any service related incident, or conduct audits. Rain may disclose information about your Orders where required to do so by operation of law or regulation.

Data Protection

Personal Data that you provide to Rain will be processed in accordance with the Privacy Notice made available on Rain’s website.

You may be required to provide Personal Data as part of Rain’s assessment of your eligibility for the OTC Desk.

You are hereby notified that by using the OTC Desk you may be disclosing certain Personal Data on the third party instant messaging tool used for conducting OTC Desk buys and sells, such as your name, device location, and any Personal Data you disclose in a message.  Such Personal Data is subject to the privacy terms set by that instant messaging service provider (including its privacy, use of your data, period that the Personal Data is retained, your ability to make requests regarding your Personal Data), which may be subject to the laws of a jurisdiction other than the ADGM. The third party instant messaging service provider may in the course of their services transfer and store such data outside of the ADGM. Rain may set up API integrations that sync the instant messages with its internal communication channels.

If Rain receives a request in relation to your Personal Data, such request will be processed in accordance with the ADGM Data Protection Regulations 2021 on Rain’s internal records, and this shall remain subject to any regulatory or legal retention requirements mandated by the ADGM and/or any other applicable laws. Further information on your data protection rights can be found in the Privacy Notice. 

Suspension or Termination of your Account

The terms within the Client Agreement governing suspension, termination and/or cancellation of your Account shall also apply to the suspension, termination and/or cancellation of your access to the OTC Desk. 

Any suspension or termination of your Account shall lead to the automatic suspension or termination of your access to the OTC Desk.

You may terminate the Agreement upon giving us written notice. Termination shall be subject to our right to offset any balances for any Orders being executed. Termination of the OTC Agreement may not automatically terminate your Account.

Offsetting Balances

You acknowledge and agree that in the event of Account suspension, termination or cancellation, Rain has the right to offset any negative balances in your Account against any and all debts owed to Rain by buying or selling your Virtual Assets as necessary.  

You agree that Rain has the right to withdraw any amount in Fiat Currency or Virtual Assets that you receive in error.

General Terms

You agree that the terms of the Client Agreement are binding on you. This includes, without limitation, those governing errors, your Account receipts, prohibited use, disclaimers, limitation of liability, assignment, no interest, entire agreement, severability, survival, relationship of parties, notice, governing law and jurisdiction.

You acknowledge and agree that Rain will not be exercising discretionary trading authority on your behalf or providing any advisory services to you. 

You agree that it is your sole responsibility to control, monitor, and restrict the methods you use to access communication to Rain at its OTC Desk including, without limitation, all passwords and security devices. You shall be bound by all instructions communicated to the OTC Desk using your access methods and usual communication methods.

You agree that you are solely responsible for (a) any computer systems, applications, communications software, telecommunications equipment, devices, and other equipment and software used by you to access or communicate to the OTC Desk; and (b) any telecommunications services, Internet service, or other communications services used by you to connect to or communicate to the OTC Desk.

Any complaints can be sent to support.rain.com.

Annexure 1

Use of Telegram Messenger Application and Two-Factor Authentication

The Rain OTC Desk uses the Telegram Messenger for our chat function. It is a cloud-based mobile and desktop messaging application that focuses on security and speed. 

Rain has set up our API bot that syncs your messages through Telegram directly with the members of the Rain OTC Desk in our dedicated internal Slack channel. This provides a gateway for you to have seamless coverage of your OTC Desk requests, according to the working hours of the Rain OTC Desk, no matter where you are based.

Two-step verification, also known as two-factor authentication (2FA), is an additional layer of security. This works by requiring an additional confirmation of your identity. This extra authentication option is in-built within the Telegram Messenger application.

For enhanced security on transacting with the Rain OTC Desk and to complete the onboarding process, Rain mandates that two-factor authentication (2FA) must be set up on Telegram within your profile settings. This provides greater assurances to the OTC Desk that you, the Account owner, is the one actually looking to conduct this transaction, and not someone impersonating you.

To setup Telegram 2FA:

1. Download Telegram here.

2. Go to the menu button in the top-left corner. Click Settings > Privacy and Security.

3. Go to the Passcode Lock and enable.

4. Set up and confirm your 4-digit pin. In addition, enable ‘Unlock with Fingerprint’. 

5. Set Auto-lock to ‘in 5 minutes’.

6. In addition, set your password for two-step verification. Include your hint and recovery email.

7. Confirm the 6-digit code sent to your recovery email address