Information on the Policy for Exchanging Crypto-Assets for Funds or Other Crypto-Assets

1. Purpose

The Policy on the exchange of crypto-assets for funds or other crypto-assets (the “Policy”) governs the commercial terms and fee structure applicable to the service consisting of the exchange of crypto-assets for funds or other crypto-assets provided by YouHodler Italy S.r.l. (the “Company” or “YHIT”).

The service covered by the Policy involves entering into contracts with clients for the purchase or sale of crypto-assets in exchange for funds or other crypto-assets using the Company’s capital (“Service”), as described in Articles 3(1)(19) and 3(1)(20) of Regulation (EU) 2023/1114 on markets in crypto-assets (“MiCAR”).

This Policy must be read in conjunction with the Company’s Terms and Conditions, Data Retention Policy, Conflict of Interest Policy and any specific disclosures relating to the Service made available via the Company’s website or Platform.

2. Description of the Service

The Company provides the Service to Clients in the event of: 

1. the sale or purchase of EMTs for other EMTs, as well as 
2. the sale or purchase of other crypto-assets below the operational liquidity threshold clearly indicated from time to time on the Platform (“Operational Threshold”). 

As part of the Service, the Company acts as the Client’s counterparty, using its own capital to execute the transaction as either the buyer or seller, depending on the Client’s request. The transaction is settled via the Company’s internal wallet infrastructure (the Clients’ “warm” wallets and the Company’s treasury wallet).

For all other purchases or sales of crypto-assets exceeding the Operational Threshold, the Company will not provide this Service.
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The Company makes available on the Platform exclusively EMTs issued by entities duly authorised as Electronic Money Institutions (EMIs) pursuant to Article 48 of MiCAR, and which operate in accordance with Directive 2009/110/EC , as transposed into national law by the respective Member States.

3. Types of Clients and conditions for the provision of the Service

The Company provides its Service in accordance with the principle of fair, transparent and non-discriminatory access, as required by Article 77 of MiCAR. All potential customers who meet the applicable regulatory requirements may access the Service on equal and objective terms, without arbitrary or preferential treatment.

The Company accepts both natural persons and legal entities as clients. Natural persons must be at least 18 years of age and possess full legal capacity to enter into binding contractual relationships. Legal entities must be validly incorporated and operate through persons authorised to enter into the contractual relationship with the Company.

Access to the Company’s services is granted only after the prospective client has successfully completed the onboarding and due diligence procedures required by applicable European Union and Italian legislation, including the obligations set out in Legislative Decree 231/2007 regarding anti-money laundering and the prevention of terrorist financing. These procedures include, amongst other things: (i) customer identification and verification (KYC); (ii) checks against applicable sanctions and restrictive measures lists; (iii) assessment of the customer’s risk profile; and (iv) verification of the intended use of the service and, where required, the source of income or funds. 

The Company establishes a business relationship only if the Client’s identity has been satisfactorily verified and the assessed risk profile is compatible with the Company’s risk management framework and regulatory obligations. Consent to the Company’s Terms of Service and any applicable addenda provided during the onboarding process, which include the Policy as an annex, is also required. 

In accordance with MiCAR, the Company may apply objective and non-discriminatory differentiation in the provision of services, where justified by legitimate operational or risk considerations, including factors such as counterparty risk, transaction characteristics, regulatory requirements or the operational structure through which the client accesses the service.

In particular, the Company applies different fees for retail clients compared to corporate clients. Furthermore, certain Clients may benefit from loyalty programmes, based on their activity on the Platform, to obtain discounts on applicable fees.

4. Availability of the Service

The Company provides the trading service on a continuous basis, with no cut-off times. Clients may access the service 24 hours a day, 7 days a week, under normal market conditions. Exceptional circumstances may, however, result in interruptions or limitations to the provision of the service.

5. Limits on the amounts traded

The Company does not set a minimum amount for the provision of the Service. 
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The maximum limit for the provision of the Service is subject to change and is communicated to Clients via the Website. 
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The Company reserves the right to set limits on the amount or number of transactions involving the exchange of crypto-assets for funds or between different crypto-assets. Should such limits be introduced, either generally or in relation to specific crypto-assets, they will be published on the Company’s website.

6. Conditions for an order to be considered final 

For the purposes of Article 77(3) of MiCAR, a Trade Order shall be deemed final only when all of the following conditions are met: (i) the Client has viewed on the Platform the applicable price, the crypto-asset/fund pair, the amount to be traded, the estimated amount to be received and the applicable fees; (ii) the Client has confirmed the transaction using the relevant function on the Platform within the specified Acceptance Period (as defined below); (iii) the quote has not expired, been revoked or updated prior to confirmation; (iv) the Platform has successfully completed technical checks, balance availability checks, treasury availability checks and, where applicable, AML/CFT, sanctions and risk checks; (v) there are no conditions for suspension of the Service, unavailability of the Platform, unavailability of price sources or exceptional market conditions; and (vi) the transaction has been accepted by the Company’s system and recorded in the internal register with the assignment of a transaction identifier. Until these conditions are met, the display of a quote does not constitute the conclusion of the transaction. 

Once the Order has become final, the Company executes the transaction at the price displayed at the time the Order became final, except in cases of manifest error, technical malfunction or abusive conduct as governed by the Terms and Conditions. 

7. Transparency and pricing methodology

The Company provides the Service via the Platform. In particular, the Company offers “conversion” for transactions involving EMTs regardless of the transaction amount and for transactions involving crypto-assets other than EMTs, where the transaction amount remains below the Operational Threshold established by the Company for execution on behalf of clients. For transactions exceeding this threshold, the Company may instead provide the service through the execution on behalf of clients model described in Article 3(1)(21) of MiCAR.

In the context of the exchange of crypto-assets for funds or other crypto-assets, the Company acts as the Client’s counterparty and the transaction is concluded directly between the Company and the Client at a price displayed on the Platform. Once accepted by the Client, the transaction is recorded in the Company’s internal general ledger and settled using the Company’s treasury resources. The Company therefore assumes the market risk and settlement liability associated with the transaction.

The price offered to the Client is determined via the Company’s automated pricing engine, referencing real-time market price data obtained from one or more connected, reliable Liquidity Providers. These Liquidity Providers supply the Company with a real-time bid and ask exchange rate, to which the Company applies an internal margin that reflects the risks and costs incurred when offering a fixed price as principal. 

The price resulting from the application of this margin to the market reference rate constitutes the price offered to the Client on the Platform. This price is displayed alongside the key terms of the transaction and any applicable commission before the Client confirms the transaction. 

In order to mitigate the impact of market price fluctuations, the quoted price remains valid for a limited period of 15 seconds (“Acceptance Period”). If the Client does not accept the price within the Acceptance Period, the price is automatically updated to reflect the most recent market conditions. If the Client accepts the price within the Acceptance Period, the transaction is executed on that basis and recorded in the Company’s internal register. 

The internal margin applied to the market reference rate may vary over time depending on market conditions, liquidity, volatility, asset characteristics and operational considerations, but never on the basis of client type or other circumstances that could result in any form of discriminatory treatment. 

8. Management of conflicts of interest

YouHodler Italy S.r.l. acknowledges that, in providing the Service, the Company acts as the Client’s principal counterparty in determining the price offered through the Platform. This structure may give rise to potential conflicts of interest between the Company and its Clients.

In order to mitigate such risks and ensure fair treatment of Clients, the Company has established the following price governance mechanisms:

• Prices are generated via the Company’s automated pricing engine, which applies predefined pricing parameters consistently to all Clients;
• The reference market prices used in the pricing process are obtained from Liquidity Providers, ensuring that internal price formation reflects prevailing market conditions;
• Pricing parameters are applied automatically and cannot be manually adjusted for individual Clients;
• The internal margin applied to the market reference prices is determined according to predefined methodologies designed to reflect liquidity conditions, operating costs and risk management considerations;
• The pricing methodology and related parameters are periodically reviewed by the Company’s Risk Management, Finance and Compliance functions.

Furthermore, the Company maintains organisational measures aimed at preventing undue influence on the pricing and execution process, including the segregation of duties between the trading, risk management, finance and compliance functions, and the use of automated systems that standardise the handling of client transactions.

Where potential or actual conflicts of interest are identified, the Company applies mitigation measures in accordance with its Conflict of Interest Policy.

9. Monitoring and review

The Company periodically reviews the effectiveness, fairness and regulatory compliance of its pricing framework. 

In the event of material changes to the pricing methodology, pricing governance or fee structure, and where these have a material impact on Clients, the Company updates the Website, the information on the Platform and, where appropriate, the relevant contractual or regulatory documentation.

The Policy is reviewed periodically or in the event of material changes by the Company.