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Last Modified: March 18, 2026
This document sets out important information concerning our relationship with you. It contains information about us, the services that we offer and your account with us. Other important information you need to know about your relationship with us is contained in the Newton Terms of Use (Newton TOU) that you entered into on our website or mobile application (the Newton Platform), and other disclosures on the Newton Platform.
Newton Crypto Ltd. (Newton, the Firm or We) is a dealer member of the Canadian Investment Regulatory Organization (CIRO) and the Canadian Investor Protection Fund (CIPF). Newton is an investment dealer registered in each province and territory of Canada, providing order-execution only trading of crypto assets (crypto) and related services to self-service investors.
We provide order-execution only accounts that allow you accountholders to enter orders for crypto using our mobile application or website. The Newton Platform does not list crypto that are considered securities or derivatives under securities legislation in Canada. However, because we hold crypto beneficially owned by you on your behalf, your account with Newton is a “Crypto Contract”, and is considered to be a security or derivative in Canada.
Before listing a crypto on the Newton Platform, we perform a product assessment by reviewing publicly available information about the creation, governance and use of the crypto, the supply, demand, maturity, utility and liquidity of the crypto, material technical risks associated with the crypto and legal and regulatory risks associated with the crypto.
The Newton Platform includes a Crypto Asset Statement for every listed crypto. We will update the Crypto Asset Statement if there is a material change in the crypto, including a change in the risk profile or a determination made by a court or regulator that the crypto is a security or a derivative. If this happens, we will de-list the crypto and you will be required to sell it or withdraw it from the Newton Platform.
We hold crypto on your behalf in: (i) “cold storage” custody accounts at with with acceptable third-party custodians (the Crypto Custodians), primarily Coinbase Custody Trust Company LLC and BitGo Bank & Trust, National Association (N.A.), ; and (ii) online in “hot” wallets secured by software provided by Fireblocks Ltd. At least 80% of client crypto assets are held in cold storage with the Crypto Custodian at all times. The Crypto Custodians each maintain insurance over its cold storage assets, however, the insurance may not be sufficient to cover all losses. Clients and the Firm may have difficulty repatriating their assets on the bankruptcy or insolvency of either one of or both of the Crypto Custodians. The Firm has considered the nature of the regulation and sufficiency of equity of the Crypto Custodian and has concluded that each Crypto Custodian is an appropriate Crypto Custodian, as it has the license and expertise required to satisfy securities regulatory requirements for crypto custodians.
We hold fiat cash currency on your behalf in an account at a Canadian financial institution that is a qualified custodian for cash under applicable securities laws (the Cash Custodian), separate and apart from Newton’s own assets.
The Crypto Custodians and the Cash Custodian (together, the Custodians) are required to segregate client assets from their own assets and are subject to regulatory oversight, minimum capital and insurance requirements. Client assets are subject to risk of loss: (i) if a Custodian becomes bankrupt or insolvent; (ii) if there is a breakdown in a Custodian’s information technology systems; or (iii) due to the fraud, willful or reckless misconduct, negligence or error of a Custodian or its personnel. The Firm has reviewed each Custodian’s reputation, financial stability, relevant internal controls and ability to deliver custodial services and has concluded that such Custodian’s system of controls and supervision is sufficient to manage risks of loss to client assets in accordance with prudent business practice.
Although client assets are generally held by a Custodian, the Firm has access to client assets held online in hot wallets to the extent necessary to facilitate trading on the Newton Platform. We also have access to client assets when accepting or making delivery of crypto or cash in accordance with client instructions on a temporary basis. Finally, Newton has access to client crypto held in trust on your behalf at the Crypto Custodian because the custody account is in the name of Newton, in trust for our clients. Client assets are exposed to risk of loss: (i) if there is a breakdown in the Firm’s information technology systems; or (ii) due to the fraud, willful or reckless misconduct, negligence or error of the Firm or its personnel. In addition, the Firm is required under applicable securities laws to insure against the additional risk of loss which arises due to its access to client assets.
Please see the Risk Statement for a description of the risks to consider when deciding to invest in crypto.
We do not lend money, extend credit or provide margin to our clients.
Using borrowed money to finance the purchase of crypto involves greater risk than using cash resources only. If you borrow money to purchase crypto, your responsibility to repay the loan and pay interest as required by the terms of the loan remains the same even if the value of the crypto purchased declines.
Newton does not operate a marketplace nor does it engage in market making. Newton’s role is to buy or sell crypto for clients from various liquidity providers, and adding a small trading fee (spread) which is earned by Newton. Therefore, the prices at which Newton’s liquidity providers sell crypto assets to, and buy crypto assets from, Newton, directly impact the prices at which Newton sells crypto assets to, and buys crypto assets from, clients on the Newton Platform. One of Newton’s liquidity providers is DV Chain (Canada) Inc. (DV Chain Canada), a specified affiliate of Newton. The specified affiliate relationship could result in DV Chain Canada charging higher prices when selling crypto to, and offer lower prices when buying crypto from, Newton, than would a third party liquidity provider, which would directly impact the prices of client transactions on the Newton Platform. To address this material conflict of interest, Newton has taken steps to ensure that the offers to its clients are priced competitively with the offers available on other registered crypto trading platforms in Canada, including implementing a smart order router which automatically routes trades to Newton’s other liquidity providers if the pricing for a crypto asset transaction is better than the price provided by DV Chain Canada.
Newton also regularly evaluates prices obtained from its liquidity providers, including DV Chain Canada, against global benchmarks to provide fair and reasonable pricing to its clients, and reviews the pricing policy of DV Chain Canada, including the factors that it considers when pricing transactions and determining the fair value of crypto assets. Newton operates a paid referral arrangement whereby a client of Newton receives a one-time referral fee in consideration for referring each new client to the Newton Platform. Each new client is provided with a Referral Statement that identifies the possible conflicts of interest that may arise in a paid referral arrangement. The Referral Statement is incorporated by reference into this Relationship Disclosure Information.
Newton earns a fee on trades, as described above under “Conflicts of Interest”. The trading fee charged by Newton covers the costs of the Crypto Custodian, our liquidity providers, and operational overhead. This fee structure is posted clearly on our website in multiple locations, displayed and agreed to when you complete a transaction and provided in a receipt for the transaction that is emailed to you. Other than the foregoing, Newton does not charge commissions, withdrawal or other transaction fees for trading on the Newton Platform or depositing assets to the Newton Platform. However, crypto withdrawals may be subject to “on-chain” network fees, and certain “fast-lane” withdrawal charges may apply. In addition, when you stake crypto through the Newton Platform, a portion of the staking rewards earned may be retained by Newton as a fee, which is deducted from the staking reward prior to distribution. See our fees page for the latest fee information.
Other than the trading fees, withdrawal-related fees, staking fees, and wire transfer fees described above, there are no costs directly paid by you associated with buying, holding and selling crypto on the Newton Platform.
When you buy, stake or sell crypto on the Newton Platform, we earn the fees described above.
Information about your investments, including trade confirmations, account statements, annual reports of charges and compensation, and annual performance reports, will be made available in your account portal on the Newton Platform.
Annex A and this CIRO Complaints Brochure describes the dispute resolution service available to you.
If you have a complaint about our products or services, you may contact us at complaints@newton.co. We will acknowledge your complaint and provide a written response within the timeframes required by CIRO. If you are not satisfied with our response, you may be able to escalate your complaint, including to the Ombudsman for Banking Services and Investments (OBSI), as described in the CIRO-approved complaint handling process brochure. At the time you open your account, we provide you with a copy of the CIRO-approved complaint handling process brochure, which, together with Annex A, describes the complaint-handling and dispute-resolution options available to you.
Newton performs an appropriateness assessment prior to opening an account, on an ongoing basis and at least annually. As Newton is an order-execution only dealer member, you will receive no advice and there will be no suitability assessment of investments you make. Newton will not be responsible for making a suitability determination of trades when accepting orders from you. You alone will be responsible for your own investment decisions, and the Newton Platform will not consider your financial situation, investment knowledge, investment objectives and risk tolerance when accepting orders from you. In addition, we do not provide financial, legal, tax or investment advice or recommendations.
We gather know your client (KYC) information about your experience and knowledge in investing in crypto assets, your experience in using order execution only dealers, your financial assets and income, and your risk tolerance. We use this information to determine whether an account is appropriate for you. If we do not think an account is appropriate for you, we will send you a prominent message that this is the case.
We are required to determine that an account on the Newton Platform is appropriate for you and to put your interests first. You should promptly advise us of any change to your KYC information that could reasonably result in a change in the appropriateness of your account, such as a change to your financial assets and income or risk tolerance.