This Relationship Disclosure document (“RDD”) contains important information concerning the relationship between you and Coinsquare Capital Markets Ltd. (d/b/a “Bitbuy”, “we”, or “us”). It contains information about us, our affiliates, the services and products that we offer, the nature of the account(s) you have with us, the manner in which they are operated, and our responsibilities to you.
This RDD also describes conflicts of interest that arise, or may arise, between us and any individuals acting on our behalf and on behalf of our clients, or between the differing interests of two or more of our clients to whom we owe, in each case, a duty that a reasonable investor would expect to be informed of or that we believe is necessary to disclose to our clients to ensure they are adequately informed of matters that may affect the services we provide to them.
Additional important information you need to know about your relationship with us is contained in other documents we provide to you, such as the Client Account Agreement to which this RDD is attached (as Schedule A) and any information provided to you electronically at account opening, as well as trade confirmations, account statements, and the updates we provide to you, from time to time, about any changes that have occurred to the information that you have received from us. Specific documents that you may receive from us during the course of our relationship are discussed in section V (“Account Documentation”) and section XI (“How We Report to You About Your Accounts”) below.
This RDD is provided to you at the time when you open your account(s) with us, or before we begin providing trading services to you. If there is a significant change to the information contained in this RDD, we will provide you with the updated information in writing in a timely manner, either by providing an updated RDD or by including the updated information in a regular client communication, such as an account statement.
Bitbuy carries an order-execution only business that provides its clients with an electronic trading platform for digital assets. Bitbuy is a wholly-owned subsidiary of Coinsquare Ltd., whose parent company is WonderFi Technologies Inc., (a related and connected issuer) a B.C. corporation listed on the Toronto Stock Exchange. Bitbuy is also affiliated with the following additional companies directly or indirectly (with the jurisdiction of incorporation noted in parentheses):
In addition, Coinsquare Ltd. has an ownership stake (25% or more) in the following entities:
Please note that Bitbuy owns more than 25% of Tetra and uses Tetra for cold storage custodial services to securely hold certain digital assets belonging to clients. Tetra received its Certificate of Registration from the Government of Alberta on July 5, 2021. Tetra is regulated by the Alberta Treasury Board and Finance (“ATBF”). Bitbuy is authorized to use Tetra as a digital asset custodian pursuant to exemptive relief from the Canadian Investment Regulatory Organization of Canada’s (“CIRO”) prescribed Acceptable Securities Location requirements to have minimum net worth of $100,000,000, on the condition that their custody is limited to regulated digital assets, they continue to meet ATBF’s custodian and oversight requirements, and these conditions are disclosed to clients.
Any future material conflicts will be added to this disclosure.
Bitbuy offers its clients order execution only accounts for trading digital assets. Depending on the size of your order, you may choose from several options offered by Bitbuy: Bitbuy Trade, Bitbuy Pro, and OTC. For a comparison of the unique features of each option, please consult the help center, which is available on the Bitbuy website.
Bitbuy is not a full-service securities dealer. In order to trade digital assets, we enter into crypto currency contracts with clients which are subject to securities regulation because clients do not take immediate delivery of the underlying digital assets. We do not currently offer any trading of securities, such as fixed income securities, traditional exchange-listed equities, mutual funds, exchange traded funds, precious metals certificates, or options, but may offer trading in these products in the future. Moreover, we do not provide tax advice in respect of any of the services or products we offer. For more information about the products and services we offer, including a list of the specific digital assets available for trading through Bitbuy, please visit our website at https://bitbuy.ca/. Bitbuy cannot guarantee that a coin will be available for withdrawal. Certain coins may experience liquidity constraints affecting client positions. Additionally, certain coins may be discontinued with a limited time warning. Bitbuy will notify clients promptly of any discontinuance of coins so clients may take action.
Bitbuy will not provide any advice or investment recommendations to you, and will not conduct any suitability determination for your orders before accepting them for trading. You alone, as a client, are responsible for your own investment decisions, and Bitbuy will not consider any suitability factors, including, but not limited to, your financial situation, investment knowledge, investment objectives, time horizons, or risk tolerance when accepting orders from you.
Notwithstanding the above, as an order execution only firm, Bitbuy is expected to ensure the overall appropriateness of the account for you before opening it. To that end, as part of your new client account application materials:
If for any reason you now doubt or disagree with the above statements, or if any of the information you provided at account opening is now incomplete or inaccurate, you must notify us at once so that we can either suspend or close your account(s) or gather additional information to support a determination regarding the overall appropriateness of your account(s) for you.
All accounts held at Bitbuy are “cash” accounts; in other words, all Bitbuy accounts operate on a “fully funded” basis, and Bitbuy does not extend margin, nor do we in any other way loan fiat currency or digital assets to any of our clients.
We provide you with various types of documentation in connection with your account. At the time of opening your account with us, you will receive a summary of your completed account “on-boarding” (application) form. This includes the information about you, referred to as “Know-Your-Client” information, which we collected from you (as explained in greater detail in section IX below), as well as the following documents:
As a client of Bitbuy, you will pay fees for the services provided by Bitbuy. Fees include those charged by Bitbuy for you to deposit or withdraw funds from your account and to withdraw digital assets from your account.
Bitbuy may also earn a “spread” on your transactions, i.e., remuneration that Bitbuy receives as a “mark-up” added to the price of a digital asset that you purchase, or a “mark-down” that is deducted from the price of a digital asset that you sell. When you initiate an order to buy or sell a digital asset with Bitbuy, the fee (spread) you pay will be added to the best observed price at which Bitbuy can buy that digital asset through its liquidity providers, or subtracted from the best observed price at which it can sell the digital asset through its liquidity providers. After you have initiated your order, Bitbuy will present this adjusted price to you as a price quote at which Bitbuy is willing to transact with you, absent unusual market conditions or technological problems. The quote will include a range within which the spread falls. If you find the price agreeable, you then accept the price and agree to the trade. In addition, Bitbuy may apply a foreign exchange spread in a transaction if you deposit Canadian dollars and request a purchase of a digital asset that trades in US dollars.
All fees are set out in the “Fee Schedule” available on our website at https://bitbuy.ca/. You will not incur any other fees or costs in respect of the operation of your account(s) with us.
All Bitbuy client accounts are held in US or Canadian dollars only.
As explained in greater detail in section IV above, we do not provide any suitability determination on an order-by-order basis for any order that you execute through our trading platform.
“Know-Your-Client” (or “KYC”) information is information about you that we must obtain from you (and in some cases, verify), as well as accurately maintain, pursuant to applicable Canadian anti-money laundering and securities laws and regulations. KYC information includes, but is not limited to, your:
Bitbuy provides you with a copy of the KYC information that we obtain from you and document at the time of your account opening and whenever there are significant changes to that information.
There are currently no generally accepted benchmarks for digital assets. As the marketplace for digital assets evolves and matures over time, one or more reliable benchmarks may emerge, at which point Bitbuy would consider making such benchmarks available to you so that you may assess the performance of your digital asset investments by comparison.
We will report to you about your accounts on an ongoing basis, primarily in the form of trade confirmations and account statements.
Trade confirmations
You will receive a trade confirmation from us promptly upon completion of each trade that occurs in your account, e.g., a purchase or sale of a digital security.
The trade confirmation will contain details about the trade including:
Account statements
You will receive an account statement from us on at least a quarterly and annual basis. You will also receive an account statement from us for each month during which any one or more transactions were effected in the account; such monthly account statements shall be sent during the month following the month in which the transaction(s) occurred.
The account statements that we provide to you will include details concerning the transaction(s) that occurred within your account during the reporting period, and will include the following information for the reporting period:
Client Responsibility
It is your responsibility to review each trade confirmation, account statement, and any other trade or business-related information that we send you about your account, and to inform us in a timely manner if you believe there is an error or omission, or if you otherwise do not agree with the information shown in these documents. (For further information about submitting a complaint to Bitbuy, see section XIV below.)
Bitbuy may engage in referral arrangements, in accordance with NI 31-103, in which existing or prospective clients are referred to or from another party. Referrals will be governed by a referral arrangement agreement, and the referral details will be provided to the client prior to the first trade.
While Bitbuy seeks to avoid or minimize conflicts where reasonably possible, some conflicts cannot be avoided. We have policies and procedures in place to manage the conflicts of interest that we believe are sufficient to protect the interests of our clients and fulfill our obligations to our clients. At a minimum, Bitbuy and its employees will avoid all existing and reasonably foreseeable material conflicts of interest, and if such conflicts cannot be avoided, they will be addressed in your best interest and will be disclosed, where required, to you in a timely manner, upon identification of the conflict.
All of our services will be carried on by us in accordance with our usual practices and procedures and in accordance with all applicable disclosure and other regulatory requirements. It is our policy to comply fully with all applicable securities laws regulations and to make all required disclosures.
The general types of conflicts of interest which can arise are:
As an investment dealer, Bitbuy is a financial intermediary. As is the common practice in the securities industry, sometimes Bitbuy is the party on the other side of an order you place (which, from the perspective of Bitbuy, is referred to as a “principal” trade), where Bitbuy owns the digital asset it sells to you. On other occasions, Bitbuy simply facilitates a transaction between you, as our client, and a third party on the other side of the transaction through an “agency” trade, where Bitbuy has no ownership interest in the security traded.
In general, we deal with and manage relevant conflicts as follows:
In particular, Bitbuy has identified a potential conflict between itself and its affiliated custody services provider, Tetra, resulting from (a) the corporate affiliation between the two through ownership (in different proportions) by the same parent and (b) the relationship between two entities as a result of the custody services provided by Tetra to Bitbuy. Therefore, it is conceivable that resourcing conflicts could arise, which could adversely impact Bitbuy’s clients. In order to minimize this potential conflict, Bitbuy’s service contract with Tetra contains detailed service-level standards and associated key performance indicators, which will be closely monitored by Bitbuy’s senior management; this will ensure that acceptable standards of service in the best interests of Bitbuy’s clients are maintained at all times.
Bitbuy maintains several additional safeguards in accordance with its Dealer Conflict of Interest Policies and Procedures manual (which is available on the Bitbuy website at https://bitbuy.ca/), including the separation of its physical premises from those of its corporate affiliates, including Tetra, and a strict prohibition on sharing confidential client information with Tetra or any other affiliated or unaffiliated service provider.
Coinsquare Capital Markets Limited also has regulatory approval to operate a marketplace that is an alternative trading system (or “ATS”), which it operates as a separate business entity. When providing services to you as a retail client, Bitbuy is operating as a dealer; in contrast, the services of the ATS are only offered to other CIRO dealers and large institutional investor firms. While the dealer and ATS businesses are both operated through a single corporate entity (which is a wholly-owned subsidiary of Coinsquare Ltd.), each business unit has its own employees, and trading information is never shared between the two business units. Moreover, the Bitbuy dealer will never receive any preferential treatment as compared to other dealers that may trade on the ATS. For additional details on how Bitbuy has addressed all potential conflicts between the dealer and ATS businesses, please see the ATS’s Conflict of Interest Policies and Procedures, which is available on Coinsquare Capital Markets Ltd. website at https://coinsquare.com/en-ca/ats-cipp/.
This information is intended to assist you in understanding and assessing material potential and actual conflicts of interest, including how we address them. This is an overview of a complex subject. Despite that, we believe the simplest control is the most effective: your continued satisfaction and patronage. If you ever have any questions or concerns, whether they involve conflicts of interest or anything else, you should never hesitate to say so and ask Bitbuy Customer Success for more information or an explanation.
The Bitbuy Code of Business Conduct and Ethics documents our core values and standards, including general standards for how we deal with conflicts of interest; it is available on our website at https://bitbuy.ca/. You should also refer to the Client Account Agreement (to which this RDD is attached as Schedule A).
For more information describing some of the specific conflicts of interest we may face, as well as the methods we have for responding to those conflicts, please see Appendix A.
The members of Bitbuy Technologies Inc. (Bitbuy) take your complaints seriously and are committed to helping resolve your complaint about Bitbuy or the service you’ve received.
The Bitbuy platform is operated by Coinsquare Capital Markets Ltd. (CCML) and as a user of Bitbuy, you are a client of CCML.
Step 1 – Voice Your Complaint
Should you wish to make a complaint, please raise the issue as soon as it comes up. Contact our Client Success team that will attempt to address your concerns or will forward your complaint to the appropriate team as required.
If you're not completely satisfied with the response that you have received from our Client Success representatives, you may request that your concerns be escalated to the Compliance team. You can also directly request our Compliance team to review your complaint.
By Email - complianceteam@coinsquare.com
By Mail -
Chief Compliance Officer
Coinsquare Capital Markets Ltd.
110 Cumberland St, Unit 342
Toronto, ON, Canada M5R-3V5
Use the complaint process to tell us about:
Note that service-related issues about your account are handled by our Client Success team. A complaint which is deemed to be service related involves issues which are not subject to any regulatory rules or policies of any securities or financial services regulatory or self-regulatory organization in any jurisdiction either inside or outside of Canada; or any legislation or law concerning securities or exchange contracts of any jurisdiction either inside or outside of Canada.
Step 2 – Complaint Examination
If your complaint is not a service-related issue or if it includes an allegation of misconduct or wrongdoing on the part of CCML, we are required to review those allegations of misconduct or violation of applicable securities laws on the part of CCML or its employees. Complaints handled by the Compliance team will be handled as follows.
We Will Acknowledge Your Complaint
Within five (5) business days of us receiving your complaint, you will be provided with an acknowledgement email from our Compliance Department confirming:
The CIRO brochures concerning the complaint handling process and investor protection entitled ‘How to Make A Complaint’ and ‘How CIRO protects investors’. These brochures (and additional information) are available on the following pages of the CIRO website:
Step 3 – Complaint Resolution
Within ninety (90) calendar days you will be provided with our substantive response to your complaint, or correspondence acknowledging that we require more time or information to complete our review and resolve your complaint.
Our Substantive Response
We will provide our conclusion via the substantive response letter that includes:
Not Satisfied with Our Decision?
If you are not satisfied with our decision, there are different options available to you depending on the province or territory you live in including:
Note that there are time limits with the options mentioned above and delays could hamper your ability to pursue these opportunities.
Have any questions? Please contact us at complianceteam@coinsquare.com.
APPENDIX A: SPECIFIC CONFLICTS OF INTEREST
Conflict of Interest
Primary Methods we use to Manage the Conflict
We earn compensation by selling products and services to you for which you pay us.
We may sell you securities which we own (called principal trades) and profit by doing so.
Twenty One Digital (21D) participates as a registered user of the Bitbuy Platform’s API.
Bitbuys conflict statement explains its activities on the platform: https://bitbuy.ca/legal/conflict-of-interest-policy
