Earn Channel User Terms & Risk Disclosure

Earn Channel User Terms

Last Update: 11 August 2026

By accessing or using the Earn Channel, the Client agrees to be bound by these Terms, which comprise Part A (General Terms and Conditions applicable to all Services) and Part B (Product Schedules applicable to specific categories of Services). The Client’s continued use of the Earn Channel shall constitute acceptance of these Terms, as may be amended from time to time.

PART A: GENERAL TERMS AND CONDITIONS

1.    Definitions and Interpretation

1.1    Unless otherwise defined herein, capitalised terms used in these Terms shall have the meanings ascribed to them in the Investor Business Terms.

1.2    The following definitions apply to these Terms:

“Earn Channel” means the channel made available by HBL on the Website or mobile application through which the Client may access the Earn Channel Products and the Services. For the avoidance of doubt, the use of the term “Earn Channel” is a channel designation only and does not imply that all Earn Channel Products will generate income, rewards, yield, interest, capital growth or any other return.

“Earn Channel Product” means any product, token, or asset made available through the Earn Channel, in whatever form.

“Instruction” means any order, request, direction, or other communication which HBL reasonably deems as having been given by the Client or an Authorized Person in relation to any Earn Channel Product or Service.

“Product Documentation” means any offering documents, prospectuses, key fact statements, product terms, risk disclosure statements, and any other documents or materials relating to an Earn Channel Product, in each case as prepared, issued, or provided by the relevant Product Provider or any other person responsible for such Earn Channel Product.

“Product Provider” means the entity or entities responsible for the issuance, management, operation, or administration of an Earn Channel Product, including but not limited to issuers, managers, custodians, trustees, stablecoin issuers, and any other person specified as having responsibility for the product in the relevant product documentation.

“Schedule” means a schedule set out in Part B of these Terms, as may be amended or supplemented by HBL from time to time.

“Services” means the services provided by HBL through the Earn Channel, as more particularly described in the relevant Schedule.

1.3    Headings are for ease of reference only and shall not affect the interpretation of these Terms.

2.    Scope of Services and HBL’s Role

2.1    HBL operates the Earn Channel through which it makes available various Earn Channel Products and provides the Services to eligible Clients. The specific Services available to a Client, and the terms applicable thereto, shall be as set out in the relevant Schedule(s) in Part B of these Terms.

2.2    HBL’s role and capacity in respect of each Earn Channel Product or Service shall be as specified in the applicable Schedule. Depending on the nature of the relevant Earn Channel Product or Service, HBL may act in different capacities, including:

(a)    as a distributor of investment products (as described in Schedule 1);

(b)    as a service provider facilitating staking arrangements (as described in Schedule 2);

(c)    as a facilitator for stablecoin acquisition, redemption and related services (as described in Schedule 3);

(d)    as a custodian of Virtual Assets and/or fiat currencies, where applicable; or

(e)    in such other capacity as specified in the applicable Schedule.

2.3    The Client acknowledges and agrees that:

(a)    HBL is not the Product Provider of any Earn Channel Product made available through the Earn Channel, unless expressly stated otherwise;

(b)    the terms, features and characteristics of each Earn Channel Product are primarily determined by the relevant Product Provider;

(c)    HBL does not provide investment, financial, legal or tax advice in connection with any Earn Channel Product or Service, and the Client accesses and uses the Earn Channel on an execution-only or self-directed basis, to the extent applicable;

(d)    HBL does not make any representation, warranty or guarantee as to the value, performance, returns or outcomes of any Earn Channel Product; and

(e)    HBL reserves the right, subject to Applicable Laws and these Terms, to introduce, modify, suspend, restrict, or discontinue any Earn Channel Product or Service.

2.4    By accessing or using any Service through the Earn Channel, the Client agrees to be bound by the following documents, in the following order of priority:

(a)    first, the applicable Schedule in Part B of these Terms;

(b)    second, the General Terms and Conditions in Part A of these Terms; and

(c)    third, the Investor Business Terms,

provided that Product Documentation shall prevail solely in relation to the specific terms, features, characteristics, valuation methods and risks of the relevant Earn Channel Product.

3.    Client Eligibility

3.1    To access the Earn Channel and the Services, the Client must maintain an active Account with HBL in good standing, satisfy any eligibility criteria specified by HBL or required by Applicable Laws, and complete such onboarding or activation procedures as HBL may prescribe from time to time.

3.2    Availability of certain Earn Channel Products and Services may be subject to eligibility requirements imposed by Applicable Laws, regulatory requirements, the relevant Product Provider or HBL. Such requirements may include:

(a)    the Client’s residence, incorporation, place of business or other connection with any jurisdiction, including any applicable restrictions arising from prohibited or restricted jurisdictions;

(b)    the Client’s regulatory status or classification, including whether the Client qualifies as a Professional Investor;

(c)    the Client’s completion of applicable onboarding, suitability, appropriateness or risk assessment procedures; and

(d)    any other eligibility criteria applicable to the relevant Earn Channel Product or Service.

3.3    The Client represents and warrants that:

(a)    it is not resident in, incorporated in, established in or otherwise connected with any jurisdiction where access to or use of the relevant Earn Channel Product or Service is prohibited or restricted under Applicable Laws;

(b)    it has independently considered its own circumstances, including its financial situation, ability to assume risks and bear potential losses, investment experience and investment objectives, and has considered whether the relevant Earn Channel Product or Service is suitable or appropriate for it, where applicable;

(c)    all information provided to HBL, including information provided for eligibility, suitability assessment or any other regulatory or operational purpose, is true, accurate, complete and not misleading; and

(d)    it shall promptly notify HBL of any material change to such information, including any change to its jurisdiction, regulatory status, financial situation, investment experience, investment objectives or eligibility status.

4.    Instructions and Execution

4.1    All Instructions must be submitted electronically through the Website, mobile application or such other electronic channels as may be designated by HBL from time to time. HBL shall not be required to accept any Instructions submitted through other means.

4.2    The Client authorizes HBL to act upon any Instruction which HBL reasonably believes to have been given by the Client or an Authorized Person. HBL shall be entitled to rely on the authenticity, accuracy and completeness of any such Instruction without further verification of the identity or authority of the person giving the Instruction, and shall not be liable for acting upon any Instruction so received, except to the extent otherwise required under Applicable Laws.

4.3    HBL shall use reasonable endeavors to execute Instructions promptly, but does not guarantee:

(a)    that any Instruction will be executed;

(b)    the price at which any transaction will be executed;

(c)    the timing of execution; or

(d)    that execution will coincide with any timeframe specified in Product Documentation.

4.4    HBL has absolute discretion to refuse to act upon, delay acting upon, or cancel any Instruction without reason and without liability (except to the extent such liability cannot be excluded under Applicable Laws), including where:

(a)    the Instruction is unclear, incomplete, or not given in the prescribed form or manner;

(b)    the Instruction is received outside the applicable cut-off time;

(c)    there are insufficient available funds or assets in the Client’s Account, or sufficient cleared funds or assets have not been received, to satisfy the settlement obligation or any applicable fees, charges, or expenses;

(d)    HBL is unable to act on the Instruction due to prevailing market conditions, technical issues, or any other reason beyond its reasonable control;

(e)    HBL reasonably considers that acting on the Instruction would expose HBL, the Client, or any other person to undue risk; or

(f)    acting on the Instruction would, in HBL’s reasonable opinion, breach or conflict with any Applicable Laws, regulatory requirements, or compliance obligations.

4.5    The Client acknowledges and agrees that:

(a)    each Instruction, once given, may not be revoked or amended except with HBL’s consent and subject to such conditions as HBL may impose;

(b)    HBL may aggregate and consolidate the Client’s Instructions with those of other clients, whether on a daily basis or from time to time, for the purpose of execution; and

(c)    the execution of Instructions may be subject to the availability, operational arrangements, processing schedules and cut-off times of third parties (e.g. Product Providers, node validators and banks), which are beyond HBL’s control.

5.    Custody Arrangements

5.1    Depending on the nature of the relevant Earn Channel Product or Service, HBL may hold, or arrange for the holding or safe custody of, the Client’s Virtual Assets (including tokens representing interests in an Earn Channel Product), fiat currencies or other assets in connection with the Services.

5.2    Where HBL provides custody arrangements in respect of any Virtual Assets, fiat currencies or other assets, such assets shall be held in accordance with Applicable Laws, regulatory requirements and the custody arrangements set out in the Investor Business Terms. Where applicable, such custody arrangements may be provided through HBL’s Associated Entity, and the relevant Client assets shall be segregated from HBL’s and its Associated Entity’s own assets in accordance with Applicable Laws and regulatory requirements.

6.    Product Information and Third-Party Links

6.1    Information, data and materials relating to Earn Channel Products displayed on the Earn Channel, including product descriptions, yield rates, return figures, performance data and risk indicators, may be provided by the relevant Product Provider or other third-party sources and may not have been independently prepared or verified by HBL.

6.2    Any yield rates, return figures, performance data or other product-related information displayed on the Earn Channel are provided for reference purposes only, may be subject to change, and do not constitute any guarantee, projection, representation or promise of future performance or returns.

6.3    The Earn Channel may contain links, references or connections to third-party websites, platforms or resources (including those operated by Product Providers), which are provided for information and reference purposes only.

6.4    HBL does not endorse, verify or guarantee the accuracy, completeness, timeliness or reliability of any third-party information, content or materials displayed on the Earn Channel or accessed through any third-party links. The availability of any third-party links does not constitute any affiliation, approval or endorsement by HBL, and HBL shall not be responsible or liable for any Losses arising from the Client’s reliance on such third-party information, content or materials, except to the extent such liability cannot be excluded under Applicable Laws.

7.    Pricing and Settlement

7.1    Any price, rate, yield, valuation, or other pricing information displayed on the Earn Channel is indicative only and provided for reference purposes. Unless expressly stated otherwise, such information shall not constitute a binding offer, quotation, or commitment by HBL. The actual price, rate, yield or value applicable to any transaction shall be determined at the time of execution or settlement.

7.2    HBL shall be entitled to process and execute the Client’s Instruction at the price, rate or value actually applicable to the relevant transaction, which may differ from any indicative price, rate or value previously displayed or quoted on the Earn Channel. The Client acknowledges that such difference may arise due to market conditions, timing of execution, product-specific valuation mechanisms, dealing arrangements, or the operational arrangements of HBL, the relevant Product Provider or any applicable third party.

7.3    The Client shall ensure that its Account contains sufficient cleared funds or assets to satisfy the settlement obligation arising from any Instruction, including subscription, purchase, redemption or other transaction, as well as any applicable fees, charges and expenses. HBL shall have no obligation to execute any Instruction unless and until sufficient cleared funds or assets have been received and are available in the Client’s Account.

8.    Fees

8.1    The Client acknowledges and agrees that fees, charges, and expenses may apply in connection with the Services and Earn Channel Products, which may include:

(a)    fees charged by HBL for providing the Services as HBL may determine and disclose to the Client from time to time;

(b)    fees charged by the Product Provider in connection with the Earn Channel Product, as may be set out in the relevant Product Documentation or otherwise disclosed to the Client;

(c)    fees charged by third parties, including blockchain network fees (gas fees), bank transfer fees, foreign exchange conversion fees, and other transaction-related costs; and

(d)    any applicable taxes, duties or governmental charges.

8.2    The Client authorizes HBL to deduct or withhold any applicable fees, charges, expenses, taxes or other amounts payable by the Client from the Client’s Account, redemption proceeds, rewards or any other amounts held for or payable to the Client in connection with the Services or any Earn Channel Product. HBL may make such deductions or withholdings, including tax withholdings, for its own account or on behalf of the relevant Product Provider, third-party service provider or any applicable authority, where required or permitted under Applicable Laws.

8.3    HBL reserves the right to modify the fees charged by HBL, including the applicable fee structure, rates or charging mechanisms, from time to time by posting the updated fee schedule on the Website or mobile application or notifying the Client through other reasonable means. Any such modification shall become effective on the date specified by HBL, and the Client’s continued use of the Services after such effective date shall constitute acceptance of the revised fees.

8.4    The Client acknowledges that, in connection with the distribution of Earn Channel Products or the provision of Services, HBL may receive fees, commissions, rebates, revenue sharing payments or other monetary or non-monetary benefits from Product Providers or other third parties. Where required under Applicable Laws or regulatory requirements, HBL will disclose relevant information regarding such arrangements to the Client.

8.5    The Client is responsible for determining, reporting, and satisfying all tax obligations arising from or in connection with its access to or use of any Earn Channel Product or Service, including any taxes on income, gains, rewards, distributions, redemptions, or other amounts received or accrued by the Client.

9.    Suspension, Restriction and Termination

9.1    HBL may, at any time and without liability (except to the extent such liability cannot be excluded under Applicable Laws), suspend, modify, restrict or discontinue any Earn Channel Product or Service, or any feature or functionality of the Earn Channel, where HBL considers it necessary or appropriate, including due to:

(a)    compliance with Applicable Laws, regulatory requirements, or any request, direction or requirement of any regulatory authority;

(b)    changes to the availability, terms or arrangements of any Product Provider or third-party service provider;

(c)    operational, technical, security, risk management or maintenance considerations; or

(d)    any other circumstances affecting the provision or availability of the relevant Earn Channel Product or Service.

9.2    HBL may, at any time and without liability (except to the extent such liability cannot be excluded under Applicable Laws), suspend, restrict or terminate the Client’s access to the Earn Channel or any Earn Channel Product or Service, where HBL considers it necessary or appropriate, including due to:

(a)    the Client no longer satisfies any eligibility requirements applicable to the relevant Earn Channel Product or Service;

(b)    the Client fails to provide information required by HBL, or any information provided by the Client is inaccurate, incomplete, misleading or outdated;

(c)    the Client breaches these Terms, the Investor Business Terms, or any applicable terms relating to the relevant Earn Channel Product or Service;

(d)    HBL reasonably suspects fraud, unlawful activity, money laundering, terrorist financing, sanctions violations, market abuse or other prohibited conduct; or

(e)    HBL is required or permitted to do so under Applicable Laws or regulatory requirements.

9.3    Any action taken by HBL pursuant to Clause 9.1 or Clause 9.2 shall not affect:

(a)    any rights, obligations or liabilities accrued prior to the effective date of such action;

(b)    the Client’s obligation to pay any fees, charges, expenses or other amounts accrued or payable in connection with the Services or any Earn Channel Product;

(c)    any outstanding Instructions, which may be completed, cancelled, suspended, delayed or otherwise handled in accordance with the applicable Schedule, Product Documentation or the arrangements of the relevant Product Provider or third-party service provider; and

(d)    any provisions of these Terms which are intended by their nature to survive such action.

10.    General Risk Acknowledgement

10.1    The Client acknowledges and agrees that:

(a)    access to and use of the Services and any Earn Channel Product may involve various risks, including market risk, liquidity risk, counterparty risk, operational risk, technology risk, regulatory risk, legal risk, and other risks;

(b)    the value, performance, availability, liquidity or other characteristics of any Earn Channel Product may fluctuate, and the Client may suffer partial or total loss of any amount invested, committed or otherwise exposed in connection with such Earn Channel Product;

(c)    the performance, value or outcome of any Earn Channel Product may be affected by factors beyond HBL’s control, including the performance or actions of the relevant Product Provider, market conditions, third-party service providers, blockchain networks or other underlying arrangements;

(d)    the Client is responsible for independently assessing the risks and suitability of each Earn Channel Product or Service based on its own financial circumstances, investment objectives, experience, risk tolerance and ability to bear potential losses, except to the extent HBL is required to perform any suitability or appropriateness assessment under Applicable Laws;

(e)    the Client should consider seeking independent legal, financial, tax or other professional advice before accessing or using any Earn Channel Product or Service, having regard to the Client’s own circumstances; and

(f)    before accessing or using the Services or any Earn Channel Product, the Client should carefully review the applicable Schedule, Product Documentation, risk disclosures and other information relating to such Earn Channel Product.

10.2    The Client acknowledges that the general risk acknowledgement set out in Clause 10.1 is not exhaustive and does not replace any product-specific risk disclosures, terms or information contained in the applicable Schedule, Product Documentation or other materials relating to the relevant Earn Channel Product.

11.    Limitation of Liability

11.1    To the maximum extent permitted by Applicable Laws, HBL shall not be liable for any Losses suffered by the Client arising out of or in connection with:

(a)    any decline in value, loss of principal, failure to achieve expected, indicative or projected returns, or any other performance outcomes of any Earn Channel Product;

(b)    any act, omission, default, insolvency, failure or other event attributable to any Product Provider or other third party;

(c)    any market conditions, force majeure events, operational disruptions or other circumstances beyond HBL’s reasonable control; or

(d)    any acts or omissions of the Client, including the Client’s failure to comply with these Terms, the Investor Business Terms, any Product Documentation or Applicable Laws.

11.2    To the maximum extent permitted by Applicable Laws, HBL shall not be liable for any indirect, incidental, consequential, special or punitive damages, or any loss of profits, revenue, business opportunity, data or anticipated savings arising out of or in connection with the Earn Channel, the Services or any Earn Channel Product.

11.3    Nothing in these Terms shall exclude or limit any liability which cannot be excluded or limited under Applicable Laws.

12.    Indemnity

12.1    The Client agrees to fully indemnify HBL, its directors, officers, employees, nominees, Associated Entities and Affiliates and keep all such persons indemnified from and against any Losses arising out of or in connection with:

(a)    any breach by the Client of these Terms, the Investor Business Terms, or any applicable Product Documentation;

(b)    any unlawful, fraudulent or unauthorised use of the Services or any Earn Channel Product by the Client;

(c)    any breach by the Client of any Applicable Laws or regulatory requirements; or

(d)    any inaccurate, incomplete or misleading information provided by the Client in connection with the Services or any Earn Channel Product,

provided that such indemnity shall not apply to the extent that such Losses are caused by HBL’s fraud, gross negligence or wilful misconduct.

13.    Governing Law and Dispute Resolution

13.1    These Terms shall be governed by and construed in accordance with the laws of Hong Kong.

13.2    Any dispute arising out of or in connection with these Terms shall be resolved in accordance with the dispute resolution provisions set out in the Investor Business Terms.

14.    General Provisions

14.1    HBL may amend these Terms (including any Schedule) at any time by posting the amended terms on the Website or notifying the Client through other means. The Client’s continued use of the Services after such amendment constitutes acceptance of the amended terms.

14.2    HBL may introduce additional Schedules to Part B from time to time. By continuing to use the Earn Channel after the publication of a new Schedule, the Client agrees to be bound by such Schedule in connection with the relevant Services.

14.3    If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

14.4    No failure or delay by HBL in exercising any right under these Terms shall operate as a waiver thereof.

14.5    The Client may not assign, transfer or otherwise dispose of any of its rights or obligations under these Terms without HBL’s prior written consent. HBL may assign, transfer or novate any of its rights or obligations under these Terms to any Affiliate or successor entity without the Client’s consent.

14.6    Save as stated in these Terms, no person other than the Client or HBL shall have any rights under the Contracts (Rights of Third Parties) Ordinance (Cap. 623 of the Laws of Hong Kong) to enforce or enjoy the benefit of any of the provisions of these Terms.

14.7    In the event of any conflict between the English version and any translation, the English version shall prevail.

PART B: PRODUCT SCHEDULES

Schedule 1: Investment Product Distribution Services

1.    Definitions

1.1    The following definitions apply to this Schedule:

“Complex Product” has the meaning given to it in the Code, as may be amended from time to time.

“Investment Product” means an Earn Channel Product that is acquired or disposed of by way of subscription and redemption, including but not limited to interests in collective investment schemes, debt instruments, notes, and structured products, and other tokenized securities or investment vehicles.

“NAV” means the net asset value per Unit of the relevant Investment Product, as calculated by the Product Provider or its delegate in accordance with the Product Documentation.

“Token” means any cryptographic token, digital token, or other blockchain-based representation of a Unit.

“Unit” means any unit, share, or other economic interest in an Investment Product (including any fractional unit, share, or interest) and, where such Investment Product is tokenized, conclusively includes the Token representing such unit, share, or interest.

2.    Scope and Application

2.1    This Schedule applies to all Investment Products made available through the Earn Channel that are issued, managed, or administered by a Product Provider and transacted by way of subscription and redemption.

2.2    In respect of Investment Products covered by this Schedule, HBL may provide the following Investment Product Distribution Services, as applicable:

(a)    distribution of and facilitating access to Investment Products;

(b)    processing of subscription, purchase, redemption, or disposal requests;

(c)    displaying or making available Product Documentation and other product information through the Earn Channel;

(d)    facilitating settlement arrangements;

(e)    holding, or arranging for the holding or safe custody of, Tokens, fiat currencies, or other assets relating to Investment Products;

(f)    acting as nominee or agent for the Client in respect of the Investment Products, including registering the Units in HBL’s name or the name of a nominee appointed by HBL;

(g)    such other ancillary services as may be necessary or appropriate for the purchase, sale, holding, or settlement of the Investment Products.

3.    HBL’s Role

3.1    In respect of the Investment Product Distribution Services covered by this Schedule, HBL acts as:

(a)    a distributor or intermediary of the Investment Products, pursuant to arrangements with the relevant Product Provider, responsible for making such products available to eligible Clients through the Earn Channel and facilitating access to such products; and

(b)    an execution-only agent of the Client for the purpose of transmitting the Client’s Instructions to subscribe for, redeem, or otherwise deal in Investment Products to the relevant Product Provider and facilitating the subsequent settlement.

3.2    Unless expressly agreed otherwise in writing, HBL is not the Product Provider and does not act as a principal, counterparty, buyer, or seller in any transaction. HBL assumes no obligation to purchase, redeem, repurchase, or otherwise provide liquidity for any Investment Product. The Client acknowledges and agrees that the ultimate economic exposure and all contractual obligations in respect of the Investment Products lie strictly with the relevant Product Provider.

3.3    HBL’s role as an agent is strictly limited to the administrative transmission of Instructions and settlement facilitation. HBL does not act as the Client’s fiduciary, investment adviser, or portfolio manager. HBL owes no duty to monitor the ongoing performance, financial health, or regulatory status of any Investment Product or Product Provider on behalf of the Client.

4.    Product Provider and Product Documentation

4.1    Each Investment Product is issued, managed, operated, and administered by the relevant Product Provider. The Product Provider is solely responsible for the investment objectives, strategy, valuation, performance, and all other aspects of the Investment Product. HBL does not control or determine any such matters.

4.2    The Product Documentation and any other materials relating to each Investment Product are prepared, issued, and provided by the relevant Product Provider or other third parties. HBL acts merely as a conduit for distributing such materials and assumes no obligation to independently verify their accuracy, completeness, or truthfulness. The Product Provider is solely liable for any misstatements, omissions, or misleading information contained in the Product Documentation, and HBL expressly disclaims any liability arising therefrom.

4.3    The Client shall carefully review and understand the applicable Product Documentation before subscribing for, purchasing or otherwise accessing any Investment Product, with particular attention to the risk factors specific to such product.

5.    Eligibility, Suitability and Appropriateness

5.1    Access to and availability of any Investment Product by a Client shall be subject to the eligibility criteria and requirements specified in the relevant Product Documentation, Applicable Laws, regulatory requirements, and such other requirements as may be determined by HBL or the relevant Product Provider from time to time, which may include restrictions based on the Client’s jurisdiction, regulatory status, or investor classification.

5.2    Certain Investment Products may be designated by HBL or the Product Provider as available only to Professional Investors. Such designation shall be indicated on the relevant product page of the Earn Channel or otherwise notified to the Client. Where an Investment Product is designated as available only to Professional Investors:

(a)    the Client must satisfy the applicable Professional Investor requirements before accessing such Investment Product and on a continuing basis;

(b)    the Client shall provide such information, documents and confirmations as HBL may from time to time reasonably require for the purpose of verifying the Client’s eligibility;

(c)    the Client undertakes to promptly notify HBL in writing if it ceases to qualify as a Professional Investor; and

(d)    if the Client is not a Professional Investor or ceases to qualify as a Professional Investor, HBL may, without prior notice, (i) suspend or terminate the Client’s access to such Investment Products, and (ii) require the Client to redeem or otherwise dispose of its holdings or effect such redemption or disposal on behalf of the Client within such period as HBL may determine.

The Client acknowledges that Professional Investor status does not imply that any Investment Product is suitable or appropriate for the Client, and the Client remains responsible for independently assessing the merits and risks of the relevant Investment Product.

5.3    Where HBL has solicited the Client to purchase an Investment Product, or has recommended an Investment Product to the Client, HBL shall assess whether such product is reasonably suitable for the Client having regard to the Client’s financial situation, investment experience, investment objectives and risk tolerance. No other provision in these Terms or in any other document that HBL may ask the Client to sign, and no statement that HBL may ask the Client to make, derogates from HBL's obligation under this Clause 5.3. The Client acknowledges and agrees that:

(a)    it shall provide HBL with accurate, complete and up-to-date information reasonably required for such suitability assessment;

(b)    if the Client fails to provide sufficient information, HBL may be unable to determine whether the relevant Investment Product is suitable for the Client and may refuse to provide such Investment Product;

(c)    HBL’s suitability assessment is based on the information provided by the Client, and HBL does not undertake to independently verify such information unless required by Applicable Laws or regulatory requirements;

(d)    HBL bears no ongoing responsibility to ensure that any Investment Product it has solicited or recommended remains suitable for the Client if circumstances relating to the Client or the Investment Product change;

(e)    in order to make an informed investment decision, the Client must understand the nature, terms, and risks of the Investment Product, consider its own circumstances, and seek independent professional advice where necessary; and

(f)    any suitability assessment conducted by HBL does not constitute investment advice, recommendation, guarantee or assurance regarding the performance or outcome of the relevant Investment Product.

5.4    Where a transaction involves a Complex Product, HBL shall conduct an appropriateness assessment as may be required to determine whether the Client has the knowledge and experience to understand the risks involved, in accordance with the Code and Applicable Laws. The Client acknowledges that it is responsible for ensuring that it understands the nature, terms, and risks of any Complex Product in which it transacts. HBL’s obligation to conduct such appropriateness assessment does not apply where the Client has been assessed and classified by HBL as an Institutional Professional Investor or an eligible Corporate Professional Investor in accordance with Applicable Laws.

5.5    Where the Client accesses or purchases any Investment Product on an execution-only basis without any solicitation or recommendation from HBL:

(a)    the Client acknowledges that such transaction is entered into solely at the Client’s own initiative and risk, and based on the Client’s own independent judgment;

(b)    HBL does not provide investment advice, recommendation or any opinion regarding the merits, suitability or expected performance of such Investment Product;

(c)    the Client remains solely responsible for assessing whether the relevant Investment Product is suitable for its own circumstances, objectives and risk tolerance;

(d)    HBL is not required to assess or advise on the suitability or appropriateness of such transaction, and assumes no advisory duty of care except to the extent required under Applicable Laws or regulatory requirements; and

(e)    HBL shall not be liable for any Losses arising from the Client’s investment decision, except to the extent such liability cannot be excluded under Applicable Laws.

6.    Subscription and Redemption

6.1    Subscription and redemption Instructions must be submitted electronically through the Earn Channel or such other electronic channels as may be designated by HBL from time to time, accompanied by any required documentation as prescribed by HBL.

6.2    An Instruction may be submitted by reference to a monetary amount (in such fiat currency or Virtual Asset as HBL or the Product Provider may designate) or a number of Units, subject in each case to the minimum subscription amount or minimum redemption amount.

6.3    Before submitting any Instruction, the Client shall ensure that its Account contains sufficient cleared monies or assets (in the case of a subscription Instruction) or sufficient available Units (in the case of a redemption Instruction) to cover:

(a)    the subscription amount or redemption amount, as applicable;

(b)    any applicable fees, charges, and expenses; and

(c)    in the case of a subscription Instruction, any additional buffer required by HBL or the Product Provider (including for potential fluctuations in the NAV).

HBL shall have no obligation to process any Instruction unless and until sufficient cleared monies, assets, or Units have been received and are available in the Client's Account, and, in the case of a redemption Instruction, unless the relevant Units are free from any lock-up period, minimum holding period, or other redemption restriction specified in the Product Documentation.

6.4    An Instruction will be processed in accordance with the dealing procedures, cut-off times, and settlement cycles specified in the applicable Product Documentation for the relevant Investment Product. The Client acknowledges and agrees that:

(a)    each Investment Product may have different cut-off times, dealing days, and settlement periods, which are determined by the relevant Product Provider and may be affected by market holidays, time zone differences, or operational arrangements in multiple jurisdictions;

(b)    HBL will use reasonable endeavors to process an Instruction in a timely manner, but the actual timing of execution and settlement depends on the operational arrangements of the relevant Product Provider, custodians, banks, and other third parties, and may differ from or exceed any indicative timeframe displayed on the Earn Channel due to delays in fund receipt, bank transfers, or other circumstances beyond HBL's control;

(c)    if an Instruction is received after the applicable cut-off time, or on a day that is not a dealing day for the relevant Investment Product, execution will generally be deferred to the next applicable dealing day, unless otherwise specified in the Product Documentation;

(d)    HBL may, without prior notice, suspend, delay, or refuse to process any Instruction due to extreme weather conditions, market disruptions, system failures, or other circumstances beyond HBL’s reasonable control; and

(e)    HBL may aggregate the Client’s Instructions with those of other clients, whether on a daily basis or from time to time, and submit them to the relevant Product Provider as a single batch for execution.

6.5    The final subscription price, redemption price and the number of Units allotted or redeemed shall be determined by reference to the NAV (or other applicable valuation mechanism) calculated by the Product Provider in accordance with the Product Documentation for the relevant dealing day on which the Instruction is accepted for execution. The Client acknowledges and agrees that:

(a)    any price, NAV, yield, or number of Units displayed on the Earn Channel at the time of submission of an Instruction is indicative and for reference purposes only;

(b)    the actual subscription or redemption price may differ from any indicative price due to market movements, fluctuations in the NAV, foreign exchange rates, or other factors between the time of the Instruction and the time of execution, and in the case of a redemption, the actual proceeds may differ from any indicated redemption amount; and

(c)    HBL has no control over, and shall not be liable for, the calculation, timing, or publication of the NAV by the Product Provider.

6.6    HBL has no authority to accept Instructions on behalf of any Product Provider. Receipt of an Instruction and requisite payment by HBL does not amount to acceptance by the Product Provider, and the Product Provider is not obliged to accept any order in whole or in part. HBL shall have no responsibility or liability for ensuring that the Product Provider allots any Units or effects any redemption or for any Losses arising from refusal or delay in acceptance.

6.7    The Client acknowledges and agrees that subscription, redemption and other dealing arrangements for each Investment Product are subject to the specific terms, procedures, restrictions and operational arrangements determined by the relevant Product Provider, which shall be as set out in the applicable Product Documentation or otherwise disclosed to the Client. Such arrangements may include restrictions on timing, frequency, liquidity or the manner of execution. HBL shall process Instructions in accordance with such arrangements and shall not be liable for any Losses arising therefrom, including where any Instruction is partially executed, deferred, or required to be resubmitted.

6.8    Any monies, assets, or Units received in respect of an Instruction that are not ultimately applied to the relevant transaction (including due to rounding, NAV fluctuations, partial execution, or Product Provider refusal) shall be credited or refunded to the Client’s Account as soon as reasonably practicable.

7.    Special Arrangements for Tokenized Products

7.1    Where an Investment Product is represented, issued or recorded in the form of Tokens, each Token represents a Unit in the underlying Investment Product. To the extent permitted by Applicable Laws, such Token does not, by virtue of its form or issuance alone, constitute a separate or independent investment product and does not confer on the Client any contractual rights, interests or entitlements other than those attaching to the relevant underlying Investment Product under the applicable Product Documentation.

7.2    The Client acknowledges and agrees that:

(a)    Tokens serve solely as representations of the underlying Investment Product, and the rights, interests and entitlements represented by any Token are determined by the terms of the relevant Investment Product as set out in the applicable Product Documentation;

(b)    off-chain records maintained by the relevant Product Provider in relation to ownership, holdings, subscriptions, redemptions and other interests in the underlying Investment Product shall prevail over any on-chain records or other digital records in the event of any inconsistency;

(c)    the Client’s holding of any Token does not entitle the Client to directly access, control, transfer or deal with any underlying assets of the Investment Product, except through the mechanisms and procedures specified by HBL and/or the relevant Product Provider; and

(d)    HBL does not guarantee the availability, functionality, security or uninterrupted operation of any tokenization technology, blockchain network, smart contract or third-party infrastructure used in connection with any tokenized Investment Product.

7.3    Where Tokens are held or maintained through HBL, save as otherwise required by Applicable Laws or regulatory requirements, the Client acknowledges and agrees that:

(a)    HBL may hold, or arrange for the holding or safe custody of, such Tokens on behalf of the Client in accordance with Applicable Laws, regulatory requirements and the applicable custody arrangements;

(b)    where applicable, such custody arrangements may be provided through HBL’s Associated Entity, and the relevant Tokens shall be segregated from the proprietary assets of HBL and its Associated Entity in accordance with Applicable Laws and regulatory requirements; and

(c)    where applicable, HBL and/or its Associated Entity may hold such Tokens through omnibus wallet arrangements, under which Tokens held for different clients may be commingled in the same wallet or blockchain address, provided that HBL shall maintain appropriate internal records, books and ledgers to identify each Client’s respective beneficial interest, entitlement and ownership in such Tokens.

7.4    The Client acknowledges and agrees that, unless otherwise expressly indicated on the relevant product page, Tokens:

(a)    may not be traded, exchanged, or transferred between Clients;

(b)    may not be withdrawn, transferred or deposited to any external wallet, blockchain address, smart contract, or decentralised finance platform; and

(c)    may only be redeemed, disposed of or otherwise dealt with through HBL in accordance with the applicable redemption procedures and arrangements of the relevant Product Provider.

Notwithstanding the foregoing, HBL may, subject to Applicable Laws and any required regulatory approval, permit secondary trading of Tokens on a case-by-case basis as may be indicated on the relevant product page.

8.    Fees

8.1    Each Investment Product may be subject to fees, charges and expenses levied by the relevant Product Provider and/or third parties. Such fees may include, without limitation:

(a)    Product Provider fees, which shall be charged in accordance with the relevant Product Documentation; and

(b)    third-party fees, such as blockchain network fees (gas fees), bank transfer fees, foreign exchange conversion fees, and any applicable taxes, duties or governmental charges,

in each case as specified in the relevant Product Documentation or as otherwise notified to the Client. HBL does not set, control or retain such fees unless expressly stated otherwise.

8.2    HBL may charge fees for the Investment Product Distribution Services provided under this Schedule. Such fees are in addition to any fees charged by the Product Provider or any third party and will be disclosed to the Client. HBL reserves the right to modify the fees charged by HBL from time to time by posting the updated fee schedule on the Website or mobile application or notifying the Client through other reasonable means. The Client’s continued use of the Investment Product Distribution Services after the effective date of any such amendment constitutes acceptance of the revised fees.

8.3    HBL may receive fees, commissions, rebates, revenue sharing payments or other monetary or non-monetary benefits from Product Providers in connection with the distribution of Investment Products. Where required by Applicable Laws or regulatory requirements, HBL will disclose the existence and nature of such arrangements to the Client. The Client acknowledges that the existence of such relationships or benefits does not necessarily mean that HBL will act in a manner detrimental to the Client’s interests.

9.    Post-Termination Actions

9.1    Subject to Applicable Laws and regulatory requirements, upon termination of the Client’s Account or termination of the Investment Product Distribution Services, HBL may take such actions as it considers necessary or appropriate, including:

(a)    redeeming the Investment Products, or causing them to be redeemed, as soon as practicable after termination;

(b)    remitting any redemption proceeds to the Client’s Account or such other account designated by the Client, after deducting any outstanding fees, charges, expenses, taxes or other amounts owed by the Client;

(c)    cancelling, suspending or otherwise dealing with any unexecuted Instructions in accordance with these Terms and the applicable Product Documentation;

(d)    transferring any Investment Products (including Tokens) held by a custodian or nominee to the Client or as the Client directs, subject to applicable transfer restrictions and operational arrangements; and

(e)    taking any other action reasonably necessary to implement the termination of the relevant distribution relationship.

9.2    The Client acknowledges and agrees that:

(a)    HBL does not guarantee that any Investment Product can be redeemed, transferred or otherwise disposed of upon termination, and any such redemption, transfer or disposal shall remain subject to the terms, conditions, procedures and limitations imposed by the relevant Product Provider, custodian, bank or other third party;

(b)    HBL shall not be responsible for any delay, failure, suspension or restriction in relation to redemption, transfer, settlement or disposal of any Investment Product arising from the acts, omissions, decisions or arrangements of any Product Provider, custodian, bank or other third party; and

(c)    the Client remains responsible for any fees, charges, expenses, taxes or other liabilities arising in connection with the holding, redemption, transfer or disposal of any Investment Product following termination.

10.    Specific Risk Disclosure

10.1    The Client acknowledges that the Investment Product Distribution Services covered by this Schedule involve the following specific risks, in addition to the general risks described in Part A:

(a)    Investment Risk: There is no guarantee of repayment of principal or achievement of any return. The value of Units and any income, distributions or other amounts derived from an Investment Product may fluctuate, and the Client may not receive back the amount originally invested.

(b)    Liquidity and Redemption Risk: The Client’s ability to redeem, transfer or otherwise dispose of Units may be subject to restrictions, including dealing days, cut-off times, lock-up periods, minimum holding periods, suspension of dealing, redemption gates, early redemption fees or other limitations imposed by the relevant Product Provider or applicable Product Documentation.

(c)    Valuation and Pricing Risk: The value, subscription price, redemption price or other valuation of Units may be determined based on methodologies, assumptions and valuation mechanisms adopted by the relevant Product Provider. Any indicative price, NAV, valuation or reference price displayed on the Earn Channel may differ from the actual subscription price, redemption price or transaction value applicable to the Client.

(d)    Underlying Asset Risk: The performance and value of an Investment Product are dependent on the performance, value and characteristics of its underlying assets, investments or reference assets, which may be affected by market conditions, economic factors, interest rates, credit conditions, political events and other factors.

(e)    Product Provider and Counterparty Risk: The financial condition, creditworthiness, operational capability and performance of the relevant Product Provider or other third-party service providers may affect the availability, performance and value of the Investment Product. There is a risk of default, insolvency, operational failure or other adverse events involving such parties.

(f)    Market Volatility Risk: The value of Units may fluctuate significantly due to market movements, economic conditions, interest rate changes, foreign exchange movements, political events and other factors, and past performance is not indicative of future performance.

(g)    Complex Product Risk: Certain Investment Products may constitute Complex Products under Applicable Laws or regulatory requirements and may involve complex structures, derivatives, leverage, embedded features, valuation risks or other characteristics which may not be readily understood by all investors.

(h)    Tokenization Risk: Where an Investment Product is represented by Tokens, such Tokens represent an interest in the underlying Investment Product and may be subject to risks associated with tokenization arrangements, including smart contract risks, technology failures, cybersecurity risks, discrepancies between on-chain records and off-chain ownership records, and restrictions on transfer, withdrawal or use of such Tokens.

(i)    Regulatory and Jurisdiction Risk: Investment Products, underlying assets and related arrangements may be subject to laws, regulations and regulatory requirements in different jurisdictions. Changes in regulatory requirements may affect the availability, transferability, liquidity, value or operation of an Investment Product, and the Client may not enjoy the same level of protection available in Hong Kong.

(j)    Distribution and Platform Risk: HBL acts as a distributor or intermediary of Investment Products and does not control the operation, management, valuation, redemption or performance of such Investment Products. The availability of Investment Products through the Earn Channel may be affected by changes to the arrangements with Product Providers or other third parties.

(k)    Authorization or Approval Risk: Any authorization, approval or recognition of an Investment Product by any regulatory authority does not constitute an endorsement, recommendation or guarantee of the commercial merits, suitability, performance or profitability of such Investment Product.

Schedule 2: Staking Services

1.    Definitions

1.1    The following definitions apply to this Schedule:

“Network Protocol” means the applicable blockchain protocol, rules and mechanisms governing the operation of the relevant blockchain network, including consensus mechanisms, validation requirements, Staking Rewards, Slashing, Unstaking procedures and other network-specific parameters.

“Nodes” means the collection of server hardware and software required to maintain a current copy of the blockchain for a Virtual Asset and to produce or validate new blocks and/or transactions on that blockchain.

“Relevant Virtual Asset” means any Virtual Asset designated by HBL from time to time as eligible for Staking under this Schedule.

“Slashing” occurs when a Validator violates or deviates from the applicable Network Protocol, which results in a reduction or loss of Staking Rewards and/or Staked Virtual Assets.

“Stake” or “Staking” means the process of committing or locking Relevant Virtual Assets to participate in the validation process based on a proof-of-stake consensus mechanism, whereby Staking Rewards may be generated and distributed in accordance with the applicable Network Protocol.

“Staked Virtual Asset” means any Relevant Virtual Asset that has been committed, locked, delegated or otherwise placed into a Staking arrangement pursuant to the applicable Network Protocol. For the avoidance of doubt, Staked Virtual Assets shall remain client assets and shall be subject to the same custody requirements and protections applicable to client virtual assets under Applicable Laws and regulatory requirements.

“Staking Rewards” means any rewards, incentives or other distributions generated through Staking activities in accordance with the applicable Network Protocol.

“Staking Wallet” means a segregated wallet maintained and designated by HBL or its Associated Entity for the purpose of holding the Client’s Relevant Virtual Assets in connection with the Staking Services.

“Unstake” or “Unstaking” means the process of removing the Staked Virtual Assets from the Nodes and withdrawing from the applicable Staking arrangement under the relevant Network Protocol.

“Validator” means any participant, node operator or service provider responsible for validating transactions or participating in the consensus mechanism of a blockchain.

2.    Scope and Application

2.1    This Schedule applies to all Staking Services made available through the Earn Channel. Staking Services are ancillary to HBL’s Virtual Asset trading and custody services.

2.2    Staking Services include, without limitation:

(a)    acting on the Client’s Instructions to Stake or Unstake Relevant Virtual Assets;

(b)    safekeeping the Client’s Relevant Virtual Assets during the Staking process through Staking Wallets;

(c)    receiving, accounting for, and crediting Staking Rewards to the Client’s Account;

(d)    using reasonable endeavors to select and monitor Validators with a view to minimizing the risk of Slashing; and

(e)    providing regular reports relating to the Client’s Staked Virtual Assets and accrued Staking Rewards.

3.    HBL’s Role

3.1    HBL acts as a facilitator and service provider in respect of the Staking Services and may, where applicable, provide custody arrangements in respect of the Client’s Relevant Virtual Assets in accordance with Applicable Laws and regulatory requirements. HBL is not the Client’s fiduciary, investment adviser or portfolio manager, and does not guarantee the performance or yield of any Staking activity or Staking Rewards.

3.2    HBL’s role in relation to the Staking Services is limited to facilitating the Client’s participation in Staking through the technical infrastructure and operational arrangements provided by HBL, its Affiliates, Validators or other third-party service providers. The Client authorizes and consents to HBL engaging such persons and entities for the purpose of providing the Staking Services.

4.    Network Protocol and Validator

4.1    The Client acknowledges and agrees that all Staking activities are subject to the applicable Network Protocol, which governs matters including eligibility requirements, consensus rules, Staking Rewards calculation and distribution, Slashing mechanisms, Unstaking procedures and other network-specific requirements. HBL is not a blockchain network operator and does not control or determine the rules, parameters or outcomes of any Network Protocol.

4.2    Unless otherwise specified, HBL does not act as a Validator. HBL may select, appoint, replace and monitor the performance of Validators having regard to factors it considers appropriate, including technical capability, operational reliability and risk considerations, but does not guarantee the performance, availability or conduct of any Validator. The Client acknowledges and agrees that a Validator may be an Affiliate of HBL (including Wancloud Limited) or an independent third-party service provider.

4.3    HBL may pay fees, commissions or other charges to Validators, including Validators that are Affiliates of HBL, or other third-party service providers in connection with the Staking Services. Such fees may be deducted from Staking Rewards or otherwise paid by HBL as disclosed from time to time. The existence of such arrangements does not necessarily constitute a conflict of interest or mean that HBL will act in a manner detrimental to the Client’s interests.

5.    Specified Minimum Staking and Unstaking Amounts

5.1    The Client must hold a sufficient amount of Relevant Virtual Assets to meet the minimum staking amount before initiating any Staking Instruction. The minimum staking amount and any applicable minimum unstaking amount are typically determined by the Network Protocol or the Validator’s operational arrangements. Such amounts shall be specified on the relevant product page or as otherwise notified by HBL.

5.2    By way of example only, where HBL provides ETH Staking using an independent node model, each Client’s ETH may be delegated to a dedicated Node. Under such arrangement, the minimum staking amount required for each Node is 32 ETH in accordance with the Ethereum protocol. The Client shall maintain sufficient Staked Virtual Assets to satisfy such minimum staking requirement. If the Client’s Staked Virtual Assets fall below the applicable minimum staking amount, HBL may Unstake the affected Staked Virtual Assets and return the relevant Staked Virtual Assets and any accrued Staking Rewards to the Client’s Account.

5.3    HBL reserves the right to limit the amount of Relevant Virtual Assets that the Client may Stake or Unstake. HBL may suspend, delay, reject or otherwise restrict any Staking or Unstaking Instruction where such Instruction exceeds any applicable limit or where HBL considers such action necessary or appropriate having regard to the operational considerations of HBL, the Validator and the Network Protocol.

6.    Staking and Unstaking

6.1    The Client shall initiate Staking by submitting an Instruction through the Earn Channel specifying the amount of Relevant Virtual Assets to be Staked. Any such Instruction shall be subject to the minimum staking amount and any other requirements specified by HBL, the relevant Validator or the applicable Network Protocol.

6.2    Before submitting a Staking Instruction, the Client shall ensure that its Account contains sufficient Relevant Virtual Assets to satisfy such Instruction. Upon receipt of a Staking Instruction, HBL may conduct such verification as it considers necessary and, upon acceptance of such Instruction, shall transmit the Instruction to the Validator to initiate the Staking process.

6.3    Once the Staking process has commenced, the Relevant Virtual Assets shall be transferred to and held in the Staking Wallet and shall thereafter be treated as Staked Virtual Assets. Staked Virtual Assets will be subject to a lock-up period, during which the Client cannot trade, withdraw, transfer, or otherwise dispose of the Staked Virtual Assets.

6.4    To Unstake, the Client shall submit an Instruction through the Earn Channel specifying the amount of Relevant Virtual Assets to be Unstaked. Upon receipt, HBL may conduct such verification as it considers necessary and, upon acceptance of such Instruction, shall transmit the Instruction to the Validator to initiate the Unstaking process. The Client acknowledges and agrees that:

(a)    the Unstaking process is subject to the applicable lock-up period, exit queues, activation queues, and other protocol-level delays, and may not be immediate;

(b)    the Client may not have immediate access to the Relevant Virtual Assets until the Unstaking process is complete and the assets are returned to the Client’s Account; and

(c)    any Staking Rewards shall cease to accrue from the time the Unstaking Instruction is accepted, unless otherwise specified.

6.5    Each Instruction submitted by the Client through the Earn Channel for Staking or Unstaking constitutes a one-off written direction to HBL for the purpose of the relevant transaction. No Instruction shall be binding on HBL until it has been accepted. Staking and Unstaking Instructions, once submitted and accepted, are irrevocable and may not be amended by the Client.

6.6    Staking and Unstaking Instructions are subject to cut-off times, processing schedules and operational arrangements as specified by HBL, the relevant Validator or the applicable Network Protocol from time to time. Instructions received after the applicable cut-off time, or on a day that is not a business day or processing day for the relevant Staking Service, may be deferred to the next applicable business day or processing cycle.

7.    Staking Rewards and Slashing

7.1    The Client may receive Staking Rewards in connection with Staking, and acknowledges and agrees that:

(a)    Staking Rewards, if any, are generated by the applicable blockchain network in accordance with the Network Protocol and not by HBL, and the amount, frequency and timing thereof depend on network-wide staking levels, Validator performance, protocol parameters and other factors beyond HBL’s control; and

(b)    there is no guarantee that any Staking Rewards will be generated, received or credited to the Client, or that they will correspond to any indicative information displayed on the product page.

7.2    Subject to HBL’s receipt of the Staking Rewards, HBL may credit such Staking Rewards to the Client’s Account at such intervals and in such manner as specified on the relevant product page or otherwise determined by HBL. HBL is authorized to deduct or withhold any applicable service fees, Validator fees, network fees, taxes, costs or other charges payable in connection with the Staking Services prior to crediting any Staking Rewards to the Client’s Account.

7.3    Slashing or other penalties may occur where a Validator fails to comply with the applicable Network Protocol or where circumstances arise that trigger penalties, including due to downtime, technical failures, security incidents, malicious conduct, double signing, protocol violations or other circumstances recognized by the applicable Network Protocol.

7.4    The Client acknowledges and agrees that:

(a)    any Slashing or other penalty resulting in the reduction, forfeiture or loss of Staked Virtual Assets and/or Staking Rewards is imposed pursuant to the applicable Network Protocol and is outside HBL’s control;

(b)    HBL shall use reasonable endeavors to select and monitor Validators to minimize the risk of Slashing, but does not guarantee the performance, availability or conduct of any Validator;

(c)    HBL shall not be responsible or liable for any Losses arising from Slashing, Validator failure or other circumstances beyond HBL’s reasonable control, except to the extent such Losses are directly caused by HBL’s fraud, gross negligence or wilful misconduct; and

(d)    the Client may suffer a partial or total loss of Staking Rewards and/or Staked Virtual Assets as a result of Slashing or other penalties imposed under the applicable Network Protocol.

8.    Custody Arrangements

8.1    During the Staking process, the Client’s Relevant Virtual Assets shall be held in segregated Staking Wallets, subject to the custody arrangements maintained by HBL and/or its Associated Entity in accordance with Applicable Laws and regulatory requirements. HBL and/or its Associated Entity shall at all times maintain possession or control of the private keys, withdrawal credentials and other key-management mechanisms (including, where applicable, pre-signed voluntary exit messages) required to Unstake, withdraw or otherwise regain control of the Staked Virtual Assets. Such private keys, withdrawal credentials and key-management arrangements shall be generated, stored and managed within the custody and key-management infrastructure maintained by HBL and/or its Associated Entity.

8.2    Validators and other third-party service providers engaged by HBL do not have possession, custody of, or control over the Client’s Relevant Virtual Assets. Unless otherwise expressly disclosed to the Client, such persons shall not have the ability to independently transfer, withdraw, dispose of or otherwise exercise control over the Client’s Relevant Virtual Assets. Any Validator or third-party service provider engaged by HBL shall act solely for the purpose of performing technical, operational or validation-related functions in connection with the Staking Services and shall not be regarded as providing custody services in respect of the Client’s Relevant Virtual Assets.

9.    Voting Rights

9.1    Certain Network Protocols may offer governance or voting rights to Staking participants. HBL has no obligation to support, exercise, or facilitate any such governance or voting rights on behalf of the Client.

9.2    In certain cases, HBL may, in its sole discretion, vote on behalf of the Client in respect of protocol-level governance matters. Where HBL does so, it shall have no liability for the outcome of any such vote.

10.    Fees

10.1    The Client shall be responsible for all fees, charges and expenses applicable to the Staking Services, including:

(a)    service fees charged by HBL, as specified in the applicable fee schedule; and

(b)    third-party fees, including network fees (gas fees), Validator fees, and any other charges incurred in connection with the Staking Services.

10.2    HBL reserves the right to modify the fees charged by HBL from time to time by posting the updated fee schedule on the Website or mobile application or notifying the Client through other reasonable means. The Client’s continued use of the Staking Services after the effective date of any such amendment constitutes acceptance of the revised fees.

11.    Post-Termination Actions

11.1    Subject to Applicable Laws and regulatory requirements, upon termination of the Client’s Account or termination of the Staking Services, HBL may take such actions as it considers necessary or appropriate, including:

(a)    initiating the Unstaking of all Staked Virtual Assets;

(b)    returning the Relevant Virtual Assets to the Client following the completion of the Unstaking process;

(c)    distributing any accrued but undistributed Staking Rewards to the Client, net of applicable fees, charges and expenses; and

(d)    cancelling, suspending, or otherwise dealing with any unexecuted Instructions.

12.    Specific Risk Disclosures

12.1    The Client acknowledges that Staking Services involve the following specific risks, in addition to the general risks described in Part A:

(a)    Staking Rewards Risk: Staking Rewards are generated pursuant to the applicable Network Protocol and are dependent on various factors, including network participation, protocol parameters, Validator performance, and other network conditions. The amount and frequency of Staking Rewards may fluctuate and may be reduced, suspended, or discontinued due to changes in the Network Protocol or other circumstances beyond HBL’s control. There is no guarantee that any particular level of Staking Rewards will be generated or received by the Client.

(b)    Slashing and Penalty Risk: Staked Virtual Assets and/or Staking Rewards may be subject to reduction, forfeiture, or other penalties imposed by the applicable Network Protocol due to events including Validator misconduct, downtime, technical failures, security incidents, double signing, or other protocol violations. Although HBL may take reasonable steps to select and monitor Validators, HBL does not control the applicable Network Protocol or the operation of Validators and cannot eliminate the risk of Slashing or other protocol-imposed penalties.

(c)    Unstaking and Liquidity Risk: Staked Virtual Assets may not be immediately available for trading, transfer, withdrawal, or other use during the Staking process. The timing of Unstaking may be affected by factors including protocol requirements, activation queues, exit queues, unbonding periods, network congestion, Validator processing capacity, or other restrictions imposed by the applicable Network Protocol. Accordingly, the Client may experience delays in accessing its Staked Virtual Assets.

(d)    Market and Asset Value Risk: The market value of Relevant Virtual Assets may fluctuate significantly during the Staking period or any Unstaking process. The Client may be unable to dispose of its Staked Virtual Assets during periods of market volatility and may suffer losses due to adverse movements in the value of the Relevant Virtual Assets, irrespective of any Staking Rewards generated.

(e)    Blockchain Protocol Risk: Staking Services rely on the continued operation and functionality of the applicable blockchain network and Network Protocol. Protocol upgrades, forks, governance decisions, changes to consensus mechanisms, or technical vulnerabilities may adversely affect Staking arrangements, reward mechanisms, asset availability, or the value of Relevant Virtual Assets.

(f)    Validator and Third-Party Service Provider Risk: Staking Services may involve Validators or other third-party service providers appointed by HBL. The performance, reliability, security, and operational capability of such parties may affect the availability of Staking Services and the generation of Staking Rewards. Any failure, misconduct, insolvency, or discontinuation of services by such parties may adversely affect the Client’s Staking activities.

(g)    Technology and Security Risk: The Staking Services rely on blockchain infrastructure, wallet systems, custody arrangements, and related technologies. These technologies may be subject to risks including software defects, cyberattacks, security vulnerabilities, network failures, or other technical incidents, which may result in delays, loss of access, or loss of Relevant Virtual Assets or Staking Rewards.

(h)    Regulatory and Legal Risk: The regulatory treatment of Staking activities and related services continues to evolve across jurisdictions. Changes in applicable laws, regulatory requirements, supervisory expectations, or restrictions on Virtual Asset activities may affect the availability, structure, or operation of the Staking Services. The Client is responsible for ensuring that its participation in the Staking Services complies with all laws and regulations applicable to it.

(i)    No Guarantee of Returns: The Client acknowledges that Staking does not constitute a deposit, savings product, investment product, or guaranteed return arrangement, and is not protected by any statutory deposit protection scheme. Any indicative yield, reward rate, or estimated return displayed through the Earn Channel is provided for reference only and does not constitute a promise, representation, or guarantee of future returns.

Schedule 3: Stablecoin Services

1.    Definitions

1.1    The following definitions apply to this Schedule:

“Issuer” means the person licensed by the Hong Kong Monetary Authority under the Stablecoins Ordinance (Cap. 656 of the Laws of Hong Kong) to issue the relevant Stablecoin, or any other person that issues a Stablecoin accepted by HBL and made available through the Earn Channel.

“Reserve Assets” means the reserve assets maintained, held or managed by or on behalf of the Issuer for the purpose of backing the Stablecoin in accordance with Applicable Laws and regulatory requirements.

“Stablecoin” means any specified stablecoin (as defined in the Stablecoins Ordinance) issued by the relevant Issuer licensed under the Stablecoins Ordinance, or any other stablecoin issued by an Issuer that is accepted by HBL and made available through the Earn Channel from time to time.

“Stablecoin T&Cs” means all terms, conditions, agreements, disclosures, rules, policies, procedures and other documentation issued or published by or on behalf of the Issuer from time to time governing the issuance, acquisition, holding, transfer, redemption, use and other activities relating to the Stablecoin.

2.    Scope and Application

2.1    This Schedule applies to all Stablecoin Services made available through the Earn Channel, which may include:

(a)    facilitating the acquisition of Stablecoins;

(b)    facilitating the redemption of Stablecoins;

(c)    facilitating the transfer or withdrawal of Stablecoins to external wallet addresses;

(d)    providing custody arrangement for Stablecoins held on HBL’s platform; and

(e)    such other ancillary services relating to Stablecoins as HBL may make available from time to time.

2.2    HBL may, subject to Applicable Laws, regulatory requirements and the arrangements between HBL and the relevant Issuer, provide secondary market trading services in respect of Stablecoins (including through order book trading and over-the-counter trading), which shall be governed by separate terms, conditions and platform rules. Any such trading services are separate from the Stablecoin Services described in this Schedule.

2.3    The Client acknowledges that Stablecoins provided under this Schedule differ fundamentally from investment products or yield-generating products under Schedule 1. Stablecoins are offered as digital payment or store-of-value instruments backed by Reserve Assets and are not distributed, marketed, or structured with the objective of producing income, interest, or capital gains.

3.    HBL’s Role

3.1    HBL acts as a facilitator and service provider in relation to the Stablecoin Services and provides Clients with an operational interface through which Clients may access, acquire, hold, redeem or otherwise interact with Stablecoins.

3.2    HBL is not the Issuer of the Stablecoin and has no ownership, control, management, or beneficial interest in the Reserve Assets backing the Stablecoin. The obligation to maintain the stable value of the Stablecoin, manage the Reserve Assets and ensure their sufficiency and liquidity rests exclusively with the Issuer.

3.3    The provision of the Stablecoin Services by HBL does not, and shall not be construed to, render HBL a debtor, guarantor, surety or obligor in respect of any Stablecoin, nor does it create any obligation on HBL to maintain the value, liquidity or redeemability of any Stablecoin. HBL owes no fiduciary, advisory, or portfolio management duties to the Client in relation to Stablecoins, and all transactions are entered into on an execution-only basis.

4.    Client Acknowledgement and Eligibility

4.1    By accessing or using the Stablecoin Services, the Client acknowledges that it has read, understood and agrees to be bound by the applicable Stablecoin T&Cs issued by the relevant Issuer, which shall be a condition precedent to the Client’s use of the Stablecoin Services.

4.2    In addition to the general client eligibility requirements under Part A of these Terms, the Client must meet, and continue to meet, all eligibility criteria stipulated in the applicable Stablecoin T&Cs or as specified by the relevant Issuer and/or HBL from time to time.

5.    Acquisition

5.1    The Client may submit Instructions to acquire Stablecoins through the Earn Channel. HBL may conduct such verification as it considers necessary before accepting any Instruction. Upon acceptance, HBL shall forward the Instruction to the relevant Issuer to arrange for the issuance and transfer of the Stablecoins.

5.2    The Client shall ensure that its Account contains sufficient cleared funds to cover the subscription amount and all applicable fees, charges and expenses before submitting an Instruction. HBL has no obligation to process any Instruction if available funds are insufficient.

5.3    HBL has no authority to accept Instructions on behalf of any Issuer. Receipt of an Instruction and requisite payment by HBL does not amount to acceptance by the Issuer, and the Issuer is not obliged to accept any order in whole or in part. HBL shall not be liable for any Losses arising from the Issuer’s refusal, delay or failure to issue, mint or transfer any Stablecoin.

5.4    If the issuance or minting of the Stablecoins fails to complete for any reason (including the Issuer’s refusal to process the Instruction), HBL shall, to the extent reasonably practicable, return the relevant funds to the Client’s Account.

6.    Redemption

6.1    The Client may submit Instructions to redeem Stablecoins through the Earn Channel. HBL may conduct such verification as it considers necessary before accepting any Instruction. Upon acceptance, HBL shall forward the Instruction to the relevant Issuer to arrange for the redemption of the Stablecoins.

6.2    HBL shall use reasonable endeavors to facilitate and process redemption Instructions promptly. However, the Client acknowledges and agrees that:

(a)    the completion and timing of any redemption are subject to the Issuer’s redemption arrangements and the performance and status of the underlying blockchain network. HBL does not guarantee any specific redemption timeframe or the successful completion of any redemption Instruction;

(b)    redemption may be delayed, suspended, restricted or declined where required or permitted under Applicable Laws or regulatory requirements, or where the Issuer is unable or unwilling to process the redemption, including without limitation due to extreme market conditions, liquidity constraints, disruption to the Reserve Assets, or blockchain-related events; and

(c)    HBL shall not be responsible or liable for any delay, suspension, restriction or failure of redemption to the extent arising from the Issuer, the Reserve Assets, the underlying blockchain network, regulatory requirements or other circumstances beyond HBL’s reasonable control.

6.3    Subject to Applicable Laws and regulatory requirements, Stablecoins shall be redeemed by the Issuer at their par value. The Client authorizes and consents to HBL deducting all applicable fees, charges and expenses in connection with the Stablecoin Services directly from the redemption proceeds prior to crediting the net amount to the Client’s Account.

6.4    To enhance the Client’s redemption experience, HBL may, subject to Applicable Laws and regulatory requirements and at its sole and absolute discretion, provide an expedited settlement facility, under which HBL may credit redemption proceeds to the Client’s Account before receiving the corresponding redemption proceeds from the Issuer. The Client acknowledges and agrees that:

(a)    such settlement facility is a voluntary and ancillary service feature provided by HBL and does not constitute any guarantee, assumption or undertaking by HBL of the Issuer’s redemption obligations;

(b)    HBL may suspend, restrict or terminate such settlement facility at any time, including due to market conditions, liquidity concerns, operational requirements, regulatory requirements or internal risk controls, without liability to the Client (except to the extent such liability cannot be excluded under Applicable Laws);

(c)    where such settlement facility is unavailable, the Client’s redemption Instruction shall be processed through the standard redemption process with the Issuer; and

(d)    where HBL provides such settlement facility, the Client irrevocably assigns to HBL all rights, title, interests in and to the corresponding redemption proceeds payable by the Issuer in respect of the redeemed Stablecoins, and HBL shall be entitled to receive and retain such proceeds for its own account.

7.    Reserve Assets and Backing Arrangements

7.1    Stablecoins are backed by Reserve Assets maintained, held or managed by or on behalf of the Issuer through a stabilization mechanism designed to maintain the Stablecoin’s value with reference to the relevant fiat currency. Subject to Applicable Laws and regulatory requirements, the value of the Reserve Assets is required to be at least equal to the face value of the Stablecoins in circulation.

7.2    The Client acknowledges and agrees that acquiring, holding, disposing of or otherwise transacting in Stablecoins through HBL does not entitle the Client to receive any interest, yield, distribution, dividend, capital return or other income. Any income or loss arising from the management of the Reserve Assets is attributable to the Issuer alone, and the Client shall have no claim thereto.

7.3    In the event of insolvency, liquidation, or default of the Issuer, the Client acknowledges and agrees that:

(a)    the Client’s rights and remedies shall be limited to those available against the Issuer in accordance with Applicable Laws, regulatory requirements and Stablecoin T&Cs, which may include: (i) the right to direct the disposal of the Reserve Assets for the purpose of redeeming the outstanding Stablecoins on a pro rata basis, and (ii) where the proceeds of such disposal are insufficient to redeem all outstanding Stablecoins at par value, the right to claim against the Issuer for the resulting shortfall;

(b)    HBL may, in its sole discretion, use commercially reasonable endeavors to assist the Client in exercising the rights referred to in paragraph (a); and

(c)    for the avoidance of doubt, HBL: (i) makes no representation or guarantee as to the solvency, financial condition or ongoing performance of the Issuer, and (ii) shall have no obligation to redeem, repurchase, compensate, indemnify, make whole, top-up shortfalls, advance redemption proceeds, subrogate claims or otherwise assume any obligation of the Issuer.

8.    Transfers, Holding and Wallet Arrangements

8.1    Where HBL holds Stablecoins on behalf of the Client, the Client acknowledges and agrees that:

(a)    such custody arrangements may be provided through HBL’s Associated Entity, and the relevant Stablecoins shall be segregated from the proprietary assets of HBL and its Associated Entity in accordance with Applicable Laws and regulatory requirements; and

(b)    HBL and/or its Associated Entity may hold the relevant Stablecoins through omnibus wallet arrangements, under which Stablecoins held for different clients may be commingled in the same wallet or blockchain address, provided that HBL shall maintain appropriate internal records, books and ledgers to identify each Client’s respective beneficial interest, entitlement and ownership in such Stablecoins.

8.2    Subject to Applicable Laws and regulatory rules, the Client may request the transfer or withdrawal of Stablecoins to an external wallet address, provided that such wallet address has been duly screened, verified, and whitelisted by HBL in compliance with Applicable Laws and regulatory requirements.

8.3    Transfers of Stablecoins on blockchain are final and irreversible once confirmed. The Client assumes full responsibility for ensuring the accuracy of external wallet addresses and blockchain network selection. HBL has no obligation to assist in recovering Stablecoins sent to incorrect, incompatible, or unsupported addresses.

8.4    Where the Client transfers or withdraws Stablecoins to an external wallet address, the Client shall be solely responsible for the safekeeping and management of such external wallet, including the security of private keys, seed phrases and any associated credentials. HBL shall not be liable for any Losses arising from the loss, theft, compromise or unauthorised use of the Client’s external wallet, private keys or credentials, or from the failure, insolvency or misconduct of any third-party wallet provider.

8.5    The Client acknowledges and agrees that the Issuer reserves the right to block, freeze, blacklist or otherwise restrict transfers of Stablecoins to or from certain wallet addresses, and to suspend or terminate the rights of holders associated with such addresses, where such addresses are associated with suspected illegal activities, sanctions concerns, regulatory breaches or other circumstances specified by the Issuer.

9.    Fees

9.1    The Client shall be responsible for all fees, charges and expenses applicable to the Stablecoin Services, including:

(a)    fees charged by HBL for providing the Stablecoin Services, as specified in the applicable fee schedule;

(b)    fees charged by the Issuer in connection with the issuance, redemption or holding of Stablecoins; and

(c)    third-party fees, including network fees (gas fees), bank transfer fees and any applicable taxes, duties or governmental charges.

9.2    HBL reserves the right to modify the fees charged by HBL from time to time by posting the updated fee schedule on the Website or mobile application or notifying the Client through other reasonable means. The Client’s continued use of the Stablecoin Services after such amendment constitutes acceptance of the revised fees.

9.3    HBL may receive fees, commissions, rebates, revenue sharing payments or other monetary or non-monetary benefits from the Issuer in connection with the Stablecoin Services. Where required by Applicable Laws or regulatory requirements, HBL will disclose the existence and nature of such arrangements to the Client. The Client acknowledges that the existence of such relationships or benefits does not necessarily mean that HBL will act in a manner detrimental to the Client’s interests.

10.    Post-Termination Actions

10.1    Subject to Applicable Laws and regulatory requirements, upon termination of the Client’s Account or termination of the Stablecoin Services, HBL may take such actions as it considers necessary or appropriate, including:

(a)    facilitating the redemption of Stablecoins held by HBL as soon as practicable after termination;

(b)    remitting any redemption proceeds to the Client’s Account or such other account designated by the Client, after deducting any outstanding fees, charges, expenses, taxes or other amounts owed by the Client;

(c)    permitting the transfer or withdrawal of Stablecoins held by HBL to a verified, whitelisted external wallet address;

(d)    continuing to hold Stablecoins on behalf of the Client, where the Client has not elected to redeem or withdraw such Stablecoins;

(e)    cancelling, suspending or otherwise dealing with any unexecuted Instructions in accordance with these Terms and the applicable Stablecoin T&Cs; and

(f)    taking any other action reasonably necessary to implement the termination.

11.    Specific Risk Disclosure

11.1    The Client acknowledges that Stablecoin Services involve the following specific risks, in addition to the general risks described in Part A:

(a)    Non-Legal Tender and No Deposit Protection: Stablecoins are not legal tender in Hong Kong or any other jurisdiction and do not constitute bank deposits. Stablecoins are not protected by the Hong Kong Deposit Protection Scheme or any consumer compensation schemes.

(b)    Issuer Risk: The value and redeemability of Stablecoins depend entirely on the solvency, financial condition, creditworthiness and ongoing performance of the Issuer. If the Issuer becomes insolvent, fails to maintain adequate Reserve Assets, defaults on its obligations or ceases operations, the Client may suffer a partial or total loss of the value of its Stablecoins. HBL does not guarantee the Issuer’s performance or solvency.

(c)    Reserve Assets Risk: The Reserve Assets are subject to valuation methodologies, liquidity constraints, counterparty defaults and investment risks. There is no guarantee that the Reserve Assets will at all times be sufficient, liquid or readily realizable to meet all redemption requests. Reserve Assets may be held by third-party custodians, trustees or other service providers, and the Client may be exposed to risks arising from their failure, insolvency, misconduct or operational errors.

(d)    Redemption and Liquidity Delay Risk: Primary redemption with the Issuer is subject to operational schedules, banking hours, Reserve Asset liquidation timelines, and protocol-level exit mechanisms. During periods of mass redemption requests, redemptions may be deferred, queued, or temporarily suspended by the Issuer.

(e)    De-pegging and Secondary Market Volatility Risk: Although Stablecoins aim to maintain a 1:1 par value, secondary market prices may fluctuate due to supply-demand imbalances, market panic, or negative publicity surrounding the Issuer. HBL does not guarantee that Stablecoins will trade or convert at par value on secondary markets or trading venues.

(f)    Blockchain Infrastructure and Smart Contract Risk: Stablecoins operate on open-source blockchains and smart contract protocols. Coding errors, smart contract bugs, network congestion, cyberattacks, or blockchain forks may cause transaction failures, loss of access, or loss of Stablecoin holdings. In the event of a blockchain fork, the Issuer reserves absolute discretion to determine which chain to support.

(g)    Irreversibility of Blockchain Transactions: Once confirmed on a blockchain ledger, Stablecoin transfers cannot be modified, reversed, or cancelled. Incorrectly entered wallet addresses or selecting unsupported network chains will result in permanent asset loss.

(h)    Regulatory, Sanctions and Blacklisting Risk: Stablecoins and related services are subject to evolving regulatory requirements, including anti-money laundering, counter-terrorist financing, economic sanctions and travel rule obligations. HBL and/or the Issuer may be required to block, freeze or blacklist certain wallet addresses, suspend services or surrender assets to comply with Applicable Laws and regulatory requirements, without prior notice to the Client.

(i)    No Interest or Yield: Stablecoins do not bear interest or generate yield or capital growth. Holding Stablecoins carries opportunity costs compared to interest-bearing fiat deposits or other investment vehicles.

(j)    Self-Custody and Security Risks: If Stablecoins are transferred or withdrawn to an external wallet, the Client bears exclusive responsibility for safeguarding private keys, seed phrases, and wallet credentials. HBL has no liability for losses resulting from phishing, malware, or compromised external wallets.