The settlement asset determines where the analysis should begin
If the merchant contract provides for USD 10,000 to be credited, and the platform's use of stablecoins is merely an internal settlement mechanism, then de-pegging is primarily a question of the platform's cost of performance; the obligation cannot, without basis, be converted into delivery of a depreciated token. If the merchant elects to receive a specified quantity of a particular stablecoin, and the risk allocation is effective, the analysis of price fluctuation may differ. Ultimately, the governing law, mandatory rules and the complete terms must still be reviewed; this comparison should not be understood as meaning that compensation will necessarily be awarded or necessarily denied in any particular jurisdiction.
A freeze is not a single type of event
A freeze may arise from an order of a competent authority, restrictions imposed by the issuer under its terms, or a platform operational error or screening error. Circle's current terms for non-EEA holders list address restrictions and freeze scenarios, which shows that technical ability to transfer does not mean the assets are available at all times; however, the issuer's contract cannot directly determine liability between the platform and the merchant. Lawful injunctions, commercial refusals and the platform's own errors should each be documented and analysed separately.
Hypothetical scenario: the same coins, two different contractual outcomes
Assume the payer has paid stablecoins and the price falls before conversion. Platform A has locked in the fiat amount to be credited to the merchant; Platform B has expressly undertaken to convert at the price at which a sale can then be executed. Although both receive the same asset, their performance objectives are not the same. Even if B does not guarantee the price, it should still be examined whether it executed promptly and followed the agreed route; if losses were increased by delay without reasonable grounds, the entire difference cannot be explained by market fluctuation alone.
Turn risk into priceable commitments before launch
It is possible to specify the quotation validity period, the price-lock point, the completion marker for settlement, the handling of exceptional events and the customer's options, and to align these item by item with upstream redemption and freeze terms. Where a jurisdiction such as English law is adopted, the effectiveness of exclusions must still take into account applicable reasonableness or other mandatory rules. Internally, the firm should also assess coin concentration, settlement timing gaps and its own liquidity, and must not misappropriate other customers' protected funds in order to maintain commitments.
The pricing team should also distinguish price risk from liquidity risk. An asset's market price may be close to par yet it may temporarily be impossible to redeem or transfer, which may likewise prevent the platform from settling on time; conversely, if the asset can be sold promptly but at a price differential, it is necessary to determine who bears the difference. Different contingency plans can be tested on this basis, including suspending new quotations, shortening the validity period or allowing customers to choose among legally available settlement options. Any plan should be specified in advance, and the risk allocation should not be unilaterally rewritten after a loss has occurred.
Recommended actions
- Set out in writing, stage by stage, who bears which risk at each of the quotation, receipt of coins, conversion and fiat crediting stages.
- Test de-pegging, suspension of redemption and address-restriction scenarios against the issuer's and channel terms.
- Review the price-lock commitment, limitation of liability and customer consent mechanism under the governing law, rather than merely adding risk warnings.
This content is for general information only and does not constitute legal advice. Please consult a qualified lawyer about specific matters.
References
- USDC Terms (updated October 15, 2026, applicable to non-EEA holders) — Circle (first-hand contractual materials from the issuer, not regulatory rules)
- Avoid unfair terms in sales contracts: Unfair business contracts — UK Government
