Commercial Policy Disclosure

Introduction

The Commercial Policy specifies how Zero Hash Europe BV ("Zero Hash") ensures compliance with MiCAR in respect of customer acceptance, pricing and transaction disclosure for the different services it provides.

The services provided by Zero Hash are the Request for Quote ("RFQ") service, the Central Limit Order Book ("CLOB") service, the OTC service and the peer-to-peer service.

For information regarding pricing, please see our "Pricing and Fees" disclosures.

Customer Categories

We categorize our customers into the following groups:

End Customers: end clients, consumers and companies engaging with Zero Hash through a Platform Operator.

Platform Operators: corporate entities such as financial institutions, investment funds, and other large organizations, looking to leverage the Zero Hash product to offer services to their own clients, the end customers.

Service Models

Zero Hash provides two types of services, omnibus and fully disclosed:

Omnibus model: this is a business-to-business service to a platform operator. Under this model, Zero Hash interacts solely with the platform operator. Under the omnibus model, only the Platform Operator is the client of Zero Hash.

Fully disclosed: this is a business-to-business-to-consumer service that allows Platform Operators to enable their customers (end customers) to enter into trades on the platform of Zero Hash. Under the fully disclosed model, both the Platform Operator and the end customers are clients of Zero Hash.

Client Eligibility Criteria

To ensure compliance and operational integrity, Zero Hash applies the following criteria in an objective and non-discriminatory way to consider (i) transacting with clients that wish to transact with us or (ii) potentially rejecting a client's request to transact with us.

General Requirements

Age and Legal Capacity: End Customers who are natural persons must be of legal age (18 years or older) and have the legal capacity to enter into binding agreements. Signatories (Control Persons) of non-natural persons End Customers and Platform Operators must be of legal age (18 years or older) and have the legal capacity to enter into binding agreements.

Identification and Verification: Both End Customers and Platform Operators must provide valid identification documents and information and undergo our Know Your Customer (KYC) onboarding, Ultimate Beneficial Owner (UBO) and Control Person (if an entity), Sanctions-screening and Anti-Money Laundering (AML) procedures.

AML / CFT Policy: Both End Customers and Platform Operators must be accepted as clients in accordance with Zero Hash's AML / CFT Policy.

Specific Requirements for End Customers

Residency: Reside in a permitted jurisdiction where our services are available.

Risk Acknowledgment: Acknowledge understanding the risks associated with crypto-asset transactions.

User Agreement, Privacy Policy & Regulatory Disclosure: Agree to the Zero Hash user agreement & privacy policy upon signing up for their crypto-account and for the CLOB service also to Operating Rules.

Specific Requirements for Platform Operators

Registration and Licensing: Must provide proof of registration and relevant licenses.

Authorized Representatives: Must designate authorized representatives to act on behalf of the entity (Control Person).

Financial Solvency: Must provide evidence of financial solvency and the ability to meet transaction obligations.

Credit Status & Counterparty Risk: as part of onboarding, a financial risk assessment will be conducted which will include the Platform Operator's credit status and counterparty risk.

Commercial Agreement/MSA: Must be signed by an authorized signatory/Control Person.

Technology: Platform Operators must have the required technology to let their End Customers participate on the trading platform.

Due Diligence: a review by Zero Hash of relevant policies and procedures of the Platform Operator, such as AML/CFT/KYC/Sanction policies and procedures as well as procedures regarding information security, cyber security and privacy.

Non-Discrimination Commitment

Zero Hash is committed to treating all clients and their representatives, as the case may be, equally regardless of race, ethnicity, gender, nationality, religion, disability, sexual orientation, or any other relevant characteristic. Our services and business-decisions are based solely on objective criteria related to the eligibility and compliance requirements stated above.

Ongoing Client Obligations

End Customers and Platform Operators in their capacity as clients of Zero Hash, are required to on an ongoing basis:

Maintain Updated Information: Promptly update any changes to their personal or business information.

Adhere to Terms and Conditions: Comply with the terms and conditions outlined in our service agreements.

Act in Good Faith: Engage in transactions with honesty and integrity.

RFQ Service

Introduction

In the RFQ service, Zero Hash is always the counterparty to the trade.

Zero Hash enables clients to trade crypto-assets to buy and sell crypto-assets through a platform operated by Zero Hash. Zero Hash freely determines the price and uses quotes from liquidity providers as reference prices for its own pricing model. Any market price changes after a firm quote is for the risk and account of Zero Hash. Zero Hash has its own crypto-assets inventory but will always leverage the services of affiliate Zero Hash Liquidity Services LLC ("ZHLS") to allow for instant settlement of transactions in the Foundation.

The RFQ service of Zero Hash falls within the following crypto-asset services under MiCAR:

• 'exchange of crypto-assets for funds'
• 'providing transfer services for crypto-assets on behalf of customers'
• 'providing custody and administration of crypto-assets on behalf of customers'

Order Finality and Settlement

Zero Hash executes RFQ orders at the prices it displays at the time when the order for exchange is final. Orders are deemed final by Zero Hash when the End Customer confirms acceptance of the transaction by clicking the confirmation button (whether labelled as 'buy', 'sell', or similar) on the platform interface. An executed RFQ transaction settles in final when the custodial wallet of the End Customer in the custody Foundation of Zero Hash is credited (buy transaction) or debited (sell transaction) by Zero Hash.

Trade Publication of Transactions

Zero Hash will regularly publish on its website the RFQ transactions in crypto-assets that were concluded on its platform, such as transaction volumes and prices.

Zero Hash will endeavour to align its publicly available information as much as reasonably practicable with the format prescribed in the Commission Delegated Regulation on pre-trade and post-trade transparency and record keeping.

Transaction information published by Zero Hash will remain available until at least midnight of the business day after the transaction was processed.

CLOB Service

Introduction

In the CLOB services, trades are always settled in custodial wallets of the counterparties in the custody Foundation of Zero Hash.

The CLOB service of Zero Hash falls within the following crypto-asset services under MiCAR:

• 'operation of a trading platform for crypto-assets'
• 'providing transfer services for crypto-assets on behalf of customers'
• 'providing custody and administration of crypto-assets on behalf of customers'

Order Finality and Settlement

All Zero Hash CLOB services orders and transactions are settled in final in the respective Foundation accounts as set out in the Zero Hash Operating Rules. A CLOB transaction settles in final when the custodial wallets of the counterparties in the custody Foundation of Zero Hash are debited (seller) or credited (buyer) by Zero Hash.

Pre and Post Trade Transparency

The Zero Hash CLOB is a trading platform subject to article 76(9) of MiCAR. In accordance with this article, Zero Hash will make public any bid and ask prices and the depth of trading interests at those prices which are advertised through the CLOB service (pre-trade transparency requirements). Further, subject to article 76(10) of MiCAR, Zero Hash will make public the price, volume and time of the transactions executed on the CLOB (post-trade transparency requirements). Zero Hash will do so in accordance with the Zero Hash Operating Rules as close to real-time as technically possible and in principle within thirty (30) seconds after the execution of the transaction.

OTC Service

Introduction

For the OTC service, Zero Hash will act as the principal and sole legal counterparty for all OTC transactions. Settlement may be performed by Zero Hash or ZHLS as settlement provider. The purpose of this offering is to provide a tailored trading solution to meet specific client needs, only for larger trades.

The OTC service of Zero Hash falls within the following crypto-asset services under MiCAR:

• 'exchange of crypto-assets for funds'
• 'providing transfer services for crypto-assets on behalf of customers'
• 'providing custody and administration of crypto-assets on behalf of customers'

For OTC transactions, the same onboarding rules apply as for RFQ clients, and the same crypto assets are offered as for RFQ trades. The OTC service is however not open to retail clients.

Order Finality

Zero Hash executes OTC Client orders at the prices displayed at the time when the order for exchange is final. Orders are deemed final by Zero Hash when the OTC Client confirms acceptance of the transaction by clicking the confirmation button (whether labelled as 'buy', 'sell', or similar) on the platform interface.

Post Trade Publication of Transactions

Zero Hash will regularly publish on its website the OTC transactions in crypto-assets that were concluded on its platform, such as transaction volumes and prices.

Zero Hash will endeavor to align its publicly available information as much as reasonably practicable with the format prescribed in the Commission Delegated Regulation on pre-trade and post-trade transparency and record keeping.

Transaction information published by Zero Hash will remain available until at least midnight of the business day after the transaction was processed.

Peer-to-Peer Service

Introduction

Under the Fully Disclosed Model, Zero Hash enables End Customers to transfer Crypto-Assets to a third party or another person from their custodial wallet in the Foundation as offered by Zero Hash.

The peer-to-peer service of Zero Hash falls within the following crypto-asset services under MiCAR:

• 'providing transfer services for crypto-assets on behalf of customers'
• 'providing custody and administration of crypto-assets on behalf of customers'

The peer-to-peer service is only offered to existing End Customers of Zero Hash under the fully disclosed model. Eligibility of third party counterparty accounts for the peer-to-peer service depends on wallet address screening, sanction checks and Zero Hash being able to comply with the travel rule for such transaction.