These VALR Leveraged Trading Terms of Service (“Leverage Terms”) are effective as of: 25 August 2023 (“Effective Date”)
Please read these Leverage Terms carefully before proceeding to utilise VALR’s leveraged trading services (“Leveraged Trading Services”).
1. INTRODUCTION
1.1. The VALR website https://www.valr.com and the VALR Platform are owned by VALR (Pty) Ltd (registration number 2018/211274/07) (hereinafter referred to as "VALR (Pty) Ltd"). All Account Holders who are granted Loans while using and participating in the Leveraged Trading Services, will contract with VALR Loans (Pty) Ltd (registration number 2020/658530/07 and NCR registration number: NCRCP15447) (“VALR Loans”) (VALR Loans and VALR (Pty) Ltd hereinafter collectively referred to as “VALR”, "we", “our" or "us") specifically in relation to the Loans. Any reference to "VALR", "we", "our" or "us" shall include our employees, officers, directors, representatives, agents, shareholders, affiliates, subsidiaries, holding companies, related entities, advisers, sub-contractors, service providers and suppliers.
1.2. These Leverage Terms are an addendum to, and are incorporated within, VALR (Pty) Ltd’s general Terms of Service found at:
https://support.valr.com/hc/en-us/articles/360019021931-Terms-of-Service
(“Terms of Service”) as amended from time to time.
1.3. In the event of any inconsistencies between these Leverage Terms and the Terms of Service, the Terms of Service shall prevail.
1.4. These Leverage Terms, including any document incorporated by reference herein, apply to any Account Holder utilising the Leveraged Trading Services.
1.5. Accessing and/or use of the Leveraged Trading Services after the Effective Date will signify that the Account Holder has read, understands, accepts, and agrees to be bound, and is bound, by these Leverage Terms in such Account Holder’s individual capacity and/or for and on behalf of any entity for whom the Account Holder utilises the Platform (if permitted). Further, the Account Holder represents and warrants that it has the authority to do so and that in the case of an Account Holder being a natural person, the Account Holder is a Competent Person (as defined in the Protection of Personal Information Act, 4 of 2013, as amended).
1.6. The acceptance of these Leverage Terms by the Account Holder is a prerequisite for the use of the Leveraged Trading Services.
1.7. In the event that the National Credit Act 34 of 2005 (“NCA”) applies to the Account Holder’s use of Leveraged Trading Services, the Account Holder agrees and acknowledges that these Leverage Terms shall be read with the credit agreement and ancillary documentation provided to the Account Holder in terms of the NCA. If the NCA applies, the aforementioned credit agreement and ancillary documentation will govern the terms of the Loan granted to the Account Holder in terms of the Leveraged Trading Services and any use of the Leveraged Trading Services shall be subject to the entering into of the aforementioned credit agreement and compliance with the NCA’s requirements.
1.8. VALR may, at its sole discretion, change, modify or update any of these Leverage Terms at any time. It is and remains the Account Holder’s responsibility to check these Leverage Terms and ensure that it is satisfied with such changes.
IMPORTANT NOTE
Leveraged trading on VALR is high risk. In order to make use of VALR’s Leveraged Trading Services, you must post Collateral. Depending on market movements, your position may be liquidated and you may sustain a total loss of your Cryptocurrencies or Fiat that you have supplied as Collateral. If you are uncomfortable with this level of risk, you should not utilise VALR’s Leveraged Trading Services.
You agree to maintain a sufficient amount of Collateral at all times to meet VALR’s Leverage requirements, as such requirements may be modified from time to time. If the value of the Collateral in your Leverage Account falls below the Maintenance Margin Fraction, VALR may liquidate any or all of your positions and Collateral to reduce your Leverage.
VALR may, in its sole discretion, perform measures to mitigate potential losses to you on your behalf, including, but not limited to, closing positions held in any Cryptocurrencies on the Platform in accordance with these Leverage Terms and the Terms of Service. Under certain market conditions, it may be difficult or impossible to liquidate a position. This can occur, for example, if there is insufficient liquidity in the market or due to technical issues on the Platform. In the event that market conditions make it impossible to execute such orders, you may be unable to limit your losses. The use of Leverage is high risk and can lead to large losses as well as gains, including the total loss of your capital.
In using the Leveraged Trading Services, until the Loan is fully repaid, you may not access the Collateral posted as security for the Loan.
You acknowledge, represent, warrant and agree that, prior to receiving a Loan from VALR, you will have read these Leverage Terms and the Terms of Service and the Credit Agreement (if the Credit Agreement is applicable), understand the risks involved with Leverage transactions, and have determined that purchasing and selling Cryptocurrencies with the use of Leverage is appropriate for you.
2. DEFINITIONS
2.1. The below-mentioned definitions apply to these Leverage Terms. Capitalised terms not defined herein shall bear the meaning contained in the Terms of Service:
2.1.1. “Account Holder” shall mean the person and/or entity holding a VALR Account on the Platform and who has applied for and has received approval of, the Loan;
2.1.2. “Applicable Law” means all relevant or applicable statutes, laws, rules, regulations, notices, orders, by-laws, rulings, directives, circulars, guidelines, practice notes and interpretations (whether of a governmental body, regulatory or other authority, or self-regulatory organisation in relation to which VALR is a member, or VALR or a relevant VALR Account, service, Leverage Account or Transaction is subject to, or otherwise);
2.1.3. “Auto-Close Margin Fraction” means the percentage Margin Fraction as prescribed by VALR from time to time, below which the Account Holder’s Leverage Account will be closed out, and where no funds will be returned to the Account Holder resulting in a total loss of the Account Holder's funds for that particular Leverage position;
2.1.4. “Balance” means the value of the Collateral held, which value is converted to an equivalent Reference Currency value based on the Mark Price and Collateral Weighting;
2.1.5. “Collateral” means the Account Holder’s Cryptocurrency and/or Fiat held in their Leverage Account and includes Cryptocurrencies and/or Fiat held by the Account Holder in a Leverage Account pursuant to a Loan;
2.1.6. “Collateral Weighting” means a haircut (being a reduction multiple applied to the value of an asset) used to determine the total value of an Account Holder’s Collateral;
2.1.7. “Companies Act” means the Companies Act 71 of 2008, as amended from time to time;
2.1.8. “Cryptocurrency/ies” means the Cryptocurrencies accepted on the Website and supported by VALR from time to time, which may be either cryptocurrencies, crypto tokens and/or other crypto assets;
2.1.9. “Drawdown Amount” means each amount drawn down from the revolving loan facility outlined in these Leverage Terms in accordance with clause 4 below. Each Drawdown Amount constitutes a Loan under these Leverage Terms;
2.1.10. “Equity” means the net Balance in a Leverage Account once the Loan Amount has been deducted from the Collateral;
2.1.11. “Fees” means any fees, costs and charges due to be paid by the Account Holder to VALR (Pty) Ltd;
2.1.12. “Fiat” means government issued currency as declared by a national government to be legal tender;
2.1.13. “Initial Margin” means the percentage of Collateral as prescribed by VALR from time to time, required upfront from the Account Holder in order to be granted a Loan;
2.1.14. “IOC” means an Immediate or Cancel Order, an order to buy or sell which must be executed immediately. Any portion of an IOC order which cannot be filled immediately is cancelled;
2.1.15. “Interest” means the rate of interest repayable by the Account Holder under these Leverage Terms;
2.1.16. “Leverage” means the use of a Loan to increase the exposure to a certain asset, which is generally represented as a multiplier used to calculate the maximum amount that can be borrowed against Equity, which multiplier shall be prescribed by VALR from time to time;
2.1.17. “Leverage Account” means the VALR Account which participates in Leveraged Trading Services through a separate Subaccount. The Leverage Account is a component of an Account Holder’s VALR Account, is subordinate to the main VALR Account and subject to all terms applicable to the VALR Account;
2.1.18. “Liabilities” means the total negative balance of the portion of the Loan Amount in a Leverage Account (including Interest);
2.1.19. “Limit Order” means an Order which allows the Account Holder to set their own price to buy or sell, and under which the Order will be executed once the market reaches the Account Holder’s set limit price;
2.1.20. “Liquidation” means the act of selling Collateral in order to pay the Repayment Amount including Interest;
2.1.21. “Liquidation Level” means the Margin Level as prescribed by VALR from time to time which will result in VALR selling or disposing of any or all Collateral in the applicable Leverage Account(s) to satisfy the applicable Leverage requirements;
2.1.22. “Loan” means the Cryptocurrencies or Fiat obtained from VALR (or a third party as authorised by VALR) from time to time, to support an Account Holder’s Transaction, and which loan has been granted to the Account Holder to participate in the Leveraged Trading Services;
2.1.23. “Loan Amount” means the amount borrowed under these Leverage Terms, which amount is limited each time to the available Collateral amount held by the Account Holder for the term of the Loan;
2.1.24. “Loss/es” means any and all loss, damage, costs, charges and/or expenses of whatsoever nature and howsoever arising, including without limitation legal fees on a full indemnity basis, cost of funding and loss or cost incurred as a result of the terminating, liquidating or re-establishing of any hedge or related trading position, loss of profit, loss of revenue, loss of opportunity;
2.1.25. “Maintenance Margin Fraction” means the percentage of Margin Fraction as prescribed by VALR from time to time, below which the Account Holder’s Leverage Account is at risk of Liquidation;
2.1.26. “Manifest Error” means any error, omission or misquote (whether an error of VALR or any third party) which is manifest or palpable, including a misquote by any representative of VALR taking into account the current market and currently advertised quotes, or any error or lack of clarity of any information, source, commentator, official, official result or pronunciation. The fact that an Account Holder may have entered into, or refrained from entering into, a corresponding financial commitment, contract or trade in reliance on a Transaction entered into with VALR (or that the Account Holder has suffered or may suffer any Loss whether direct, indirect, consequential or otherwise) is deemed irrelevant as a factor and shall not be taken into account in determining whether a situation amounts to a Manifest Error;
2.1.27. “Margin Fraction” means a fraction that can be applied to a Loan to calculate the amount of Equity required for that Loan;
2.1.28. “Margin Level” means the total value of Equity in a Leverage Account divided by the sum of the total value of the Loan (including Interest and unpaid Interest);
2.1.29. “Mark Price” means the market price used to calculate the Balance, which is calculated as the median of last traded, best bid, best offer;
2.1.30. “Market Order” means an instant buy or sell Order of Cryptocurrencies by the Account Holder for the best available price at the time;
2.1.31. “Order” means the placing of an order to enter into a Transaction on the Platform, or any of an Account Holder’s instruction, request, application or order (in whatever form and howsoever sent, given or transmitted) to VALR or which VALR reasonably believes to be an Account Holder’s instruction, request, application or order and includes any instruction, request or order to revoke, ignore or vary any previous request or order;
2.1.32. “Order Book” means a record of all the Orders placed by traders at their preferred prices to buy or sell an asset;
2.1.33. “Party” or “Parties” shall mean the Account Holder and/or VALR Loans or VALR (Pty) Ltd as the context requires;
2.1.34. “Platform” shall mean the online Platform on which the Leveraged Trading Services are rendered;
2.1.35. “Reference Currency” shall mean the Fiat and/or Cryptocurrency that serves as the default reference currency for the Account Holder’s use of these Leveraged Terms, as amended by VALR from time to time;
2.1.36. “Repayment Amount” means the aggregate of all amounts of principal, accrued and unpaid Interest and all and any other amounts due and payable but unpaid by the Account Holder to VALR on account of the Loan, including any claim for damages or restitution and any claim as a result of any recovery by the Account Holder, or any other person of a payment or discharge on the grounds of preference, and any amounts which would be included in any of the above but for any discharge, non-probability or unenforceability;
2.1.37. “Subaccount/s” means an account/s generated in addition to the Account Holder’s main VALR Account, which subaccount may be used to isolate funds for differing purposes and strategies, and which Subaccount is subordinate to the main VALR Account, and subject to all terms applicable to the VALR Account;
2.1.38. “Transaction/s” means any trading transactions on the Platform as VALR may from time to time permit to be carried out under a Leverage Account;
2.1.39. “VALR Account” shall mean the VALR Account with the corresponding profile, opened on the Platform by an Account Holder;
2.1.40. “VALR Insurance Fund” shall mean a fund which holds liquidity and pledges to take on the positions of Leverage Accounts in which Balances are below the Auto-Close Margin Fraction; and
2.1.41. “Website” shall mean the website listed in clause 1.1 above, which shall include VALR’s support website (support.valr.com) any and all associated mobile applications as offered or downloadable from the requisite application stores, together with any Application Programming Interface/s.
2.2. Any use of the above terminology or other words in the singular, plural, capitalisation and/or he/she, they or it, are taken as interchangeable and therefore as referring to the same.
2.3. The headings are inserted for convenience only and shall not affect the construction of this Agreement, and all references to the masculine genders shall include the female genders and vice versa.
2.4. The rule of construction that these Leverage Terms shall be interpreted against the Party responsible for the drafting of these Leverage Terms, shall not apply.
3. RELATIONSHIP BETWEEN VALR AND THE ACCOUNT HOLDER
3.1. VALR does not purport to be an Account Holder’s broker, intermediary, agent, or advisor and has no fiduciary relationship or obligation to an Account Holder in connection with any transactions or other decisions or activities affected by an Account Holder by using the Leveraged Trading Services. No communication or information provided to an Account Holder by VALR is intended as, or shall be considered or construed as, advice or an intermediary service. VALR does not make any warranty about the suitability of any Cryptocurrency for trading or ownership by any Account Holder.
3.2. VALR does not act on behalf of the Account Holder in any form and VALR only provides access to the Leveraged Trading Services. These Leverage Terms shall not in any way constitute a partnership or joint venture between the Parties or constitute either Party an agent of the other and VALR does not exercise any discretionary authority for or on behalf of the Account Holder.
3.3. The Account Holder shall be solely responsible for all decisions made in using the Leveraged Trading Services.
4. DESCRIPTION AND ATTAINABILITY OF LEVERAGED TRADING SERVICES
Description
4.1. We, through an application by an Account Holder, provide certain Account Holders who meet certain pre-defined criteria (at VALR’s sole discretion) with access to VALR’s Leveraged Trading Services, which may include, inter alia, the granting of a Loan(s) in the form of Cryptocurrencies and/or Fiat to support the Account Holder’s Transactions as well as other services relating to these Leveraged Trading Services.
4.2. The Account Holder hereby acknowledges and agrees that trading through VALR’s Leveraged Trading Service will take place on VALR (Pty) Ltd’s Order Book.
4.3. The Account Holder hereby acknowledges and agrees that the Account Holder will only be eligible to use the Leveraged Trading Services upon:
4.3.1. the creation of a Leverage Account, being a Subaccount to be used for Leveraged Trading Services;
4.3.2. the acceptance of these Leverage Terms and VALR’s Risk Disclosures; and
4.3.3. confirmation of sufficient Collateral available in their Leverage Account.
Loan
4.4. Subject to these Leverage Terms, VALR shall make available, a revolving loan facility in an aggregate up to a maximum aggregate amount as decided by VALR from time to time. VALR has the right to vary the maximum aggregate amount in its sole and absolute discretion.
4.5. When an open Order is placed which would require a Loan upon fulfillment, the Drawdown Amount forming part of the revolving loan facility is deemed to have been requested and provided as a Loan at the time of placing an Order.
4.6 Interest shall accrue (subject to clause 7 below) from the time that an Account Holder places an Order in accordance with clause 4.5 above as the Loan has been deemed to be provided, regardless of whether the Order is filled or not. Interest shall be calculated and shall accrue in accordance with clause 7 below.
4.7. VALR has the right to refuse to grant a Loan for any reason and in its sole and absolute discretion.
4.8. If granted, a Loan may only be used for the purposes of financing a Transaction on the Platform, provided always that the Account Holder will satisfy the required Margin Level as prescribed by VALR from time to time.
4.9. The Account Holder hereby acknowledges that the available Balance of the Account Holder can decrease after the Loan has been granted due to various factors.
4.10.The Account Holder hereby acknowledges and agrees that VALR will limit the Drawdown Amounts, being the amount of funds which the Account Holder can borrow depending on the value of the Collateral held in the Account Holder’s Leverage Account.
5. LEVERAGE TRANSACTIONS
5.1. The Account Holder is to deposit, maintain and/or otherwise provide VALR with Initial Margin in each Leverage Account in such form and amounts, at such times and in respect of such Leverage Account as VALR may from time to time in its sole and absolute discretion require.
5.2. A list of Cryptocurrencies approved by VALR to be eligible as part of a Loan will be prescribed by VALR and certain Cryptocurrencies may only be valued as part of the Leveraged Trading Services on a discounted basis. VALR may (but shall not be obliged to) notify an Account Holder of any changes to the list of eligible Cryptocurrencies or discounts applied to the valuation thereof, prior to those changes taking effect. Such notice shall indicate the effective date for those changes.
5.3. The Balance calculations shall be as determined by VALR in its sole and absolute discretion.
5.4. VALR may establish additional leverage requirements in respect of its Leveraged Trading Services. VALR may, in its sole and absolute discretion, with or without notice to the Account Holder, vary the leverage requirements (including the Margin Level) for any Leverage Account at any time and by any level, and may also stipulate that such leverage requirements shall apply to existing positions as well as new positions in the Transactions affected by such change. Any written notice from VALR stating that any such circumstance has arisen shall be deemed to be a conclusive determination of that event.
5.5. If VALR determines that additional Collateral is required, the Account Holder may deposit with VALR such additional Collateral, provided that, notwithstanding any such requirement for additional Collateral, VALR may at any time exercise its rights under clause 8 (Default and Termination). In making such determination in respect of the Collateral provided for any Leverage Account, VALR shall not be required to take into consideration Collateral held by VALR for the Account Holder in respect of any other Leverage Account.
5.6. All Collateral shall be held by VALR, notwithstanding any provision or instructions to the contrary, as continuing security for any Loan granted, and shall be subject to a general lien and right of set off in favour of VALR for any and all of the Account Holder’s obligations, Liabilities or monies whatsoever at any time now or hereafter owing, due, incurred or payable by the Account Holder to VALR under these Leverage Terms or otherwise, whether present or future, actual or contingent, solely or jointly or whether as principal or surety, and VALR may realise any of the Account Holder’s Collateral as provided for in these Leverage Terms.
5.7. No interest shall be paid to the Account Holder on any type of Collateral deposited by the Account Holder with VALR. VALR shall at no time be required to deliver to the Account Holder the identical property delivered to or purchased by VALR as Collateral for the Leverage Account(s) but only property of substantially the same kind and amount, subject to adjustments for quantity and quality variations at the market price prevailing at the time of such delivery. VALR shall not be liable to the Account Holder for the Loss of any Collateral resulting directly or indirectly from the closure, bankruptcy, insolvency, liquidation, receivership or other events of a similar nature relating to VALR.
5.8. The Account Holder hereby acknowledges and agrees that any Cryptocurrencies and/or Fiat within a Leverage Account shall form part of the Collateral for the specific Leverage Account and the Loans associated with the Leverage Account.
5.9. The Account Holder hereby acknowledges that Collateral that has been given a Collateral Weighting of 0 (zero), will not form part of the Collateral in the event of a Liquidation.
5.10. The Account Holder hereby acknowledges that the value of Equity, Collateral and Liabilities will always be converted by VALR into a Reference Currency, in order to calculate the Leverage and Balance of the Account Holder.
5.11. If the Account Holder has reached the maximum Leverage multiplier, the Account Holder will be prohibited from further trading on their Leverage Account, if such trading would lead to generating further Liability for the Account Holder. Further trading will only be permitted if such trading will reduce the Loan Amount, rather than increasing the Account Holder’s Liability.
5.12. The Account Holder hereby acknowledges that circumstances may arise whereby significant financial Loss may occur through the use of Leveraged Trading Services whether through active use or not being able to access the Platform or the Leverage Account for whatsoever reason. The Account Holder hereby acknowledges that the indemnities, limitation of liability and warranties set out in clause 11 apply fully to any and all Loss that has occurred in accordance with these Leverage Terms.
5.13. The Account Holder hereby acknowledges that the borrowing of ZAR under and in terms of the Leveraged Trading Services may be governed by the NCA and therefore may require that the Account Holder meets certain criteria, and enters into a credit agreement and ancillary documentation, as required by VALR and the NCA. The Account Holder hereby acknowledges that in the event the NCA applies, the Account Holder will not have access to borrowing ZAR in terms of the Leveraged Trading Services until such time as the requirements outlined in the NCA are met.
6. REPAYMENT OF LEVERAGE LOAN
6.1. The Account Holder is to pay the Repayment Amount by (i) selling some or all of the Cryptocurrencies in its Leverage Account or buying back Cryptocurrencies to repay a Loan (as the case may be), (ii) by placing an Order, the effect of which would repay the Loan, or (iii) alternatively by transferring funds in the same currency (Cryptocurrency or Fiat) into the Leverage Account which will automatically offset against Liabilities. Both Market Orders and Limit Orders, whether matching or placed in VALR (Pty) Ltd’s Order Book, will be permitted if such Orders are used to pay the Repayment Amount. At any time, and without notice or penalty, the Account Holder may prepay any amount owed to VALR under these Terms.
6.2. To the extent permitted under Applicable Law, VALR may, in its sole and absolute discretion, apply the proceeds from the sale of any Cryptocurrencies in the Account Holder’s Leverage Account, first to the payment of any Interest then due, then to any outstanding Fees, commissions, charges or other expenses then due to VALR, and then to the payment of any principal amount outstanding on the Loan. The Account Holder agrees and acknowledges that only after all outstanding Loans or Liabilities are repaid would the sale of Collateral or incoming transfer of Cryptocurrency and/or Fiat result in a positive balance in the Leverage Account.
6.3. The Account Holder acknowledges and agrees that the longer the term of the Loan, the greater the aggregate accrued Interests and related fees, commission and/or charges that VALR may have charged the Account Holder in respect of such Loan.
7. FEES, INTEREST AND CHARGES
7.1. The Account Holder shall promptly pay all Fees, Interest and/or other charges at such rates and in such manner as VALR may impose and stipulate from time to time with respect to the execution and/or performance of any Transaction or otherwise for the maintenance of any Leverage Account or the provision of any service or Loan to the Account Holder or in connection with any Leverage Account. It is the Account Holder’s responsibility to ensure that they are aware of current applicable Fees, Interest, charges and rates.
7.2. Interest is calculated on an hourly basis, and starts from the actual borrowing time (borrowing time will be calculated from the start of the forthcoming hour after Cryptocurrencies and/or Fiat is borrowed successfully in accordance with clause 4 above, and will be calculated for the forthcoming hour). For the hour in which a Drawdown Amount is used, Interest will not be charged. Interest shall:
7.2.1. accrue on an hourly basis;
7.2.2. be capitalised hourly in arrears; and
7.2.3. be calculated on the basis of the actual number of days elapsed divided by a 365 (three hundred and sixty five) day year, whether or not the applicable year is a leap year.
7.3. An Account Holder may pay the Repayment Amount in advance, and pay Interest according to the actual borrowed hour; if the Repayment Amount is settled before the start of the forthcoming hour after the Loan was granted, Interest will not be charged.
7.4. Any unpaid Interest is included in the Margin Level calculation. The Account Holder acknowledges that if Interest is not repaid for a long time, it may result in the Margin Level of the Account Holder’s Leverage Account dropping below the Maintenance Margin Fraction, resulting in potential Liquidation.
7.5. Interest charged on any Loan shall be at the interest rates prescribed by VALR from time to time, subject to clause 7.2 above (“Interest Rates”). If at any time and for any reason whatsoever, the Interest Rates made under these Leverage Terms exceed the maximum rate of interest permitted to be charged by VALR to the Account Holder under Applicable Law, the Account Holder and VALR agree that such Interest Rates will be reduced automatically to the maximum rate of interest permitted to be charged under Applicable Law.
7.6. The Account Holder shall make payment to VALR promptly of any outstanding sum in respect of any Transaction on the due date of the relevant Transaction or upon demand by VALR. Notwithstanding the above, all Fees, charges or sums to be payable from the Account Holder to VALR may be settled by VALR at its sole and absolute discretion on the day they fall due by: (i) debiting the Account Holder’s Leverage Account with the relevant amount payable, (ii) through Liquidation as outlined in clause 9 below; and/or through the sale of assets available in the Account Holder’s Leverage Account.
7.7. All payments to VALR shall be in the denomination of the Cryptocurrency / Fiat that the Loan was first provided, or as solely determined by VALR and free of deduction or withholdings. If the Account Holder is required to effect such deductions or withholdings, then the amount due to VALR shall be increased by such amount as shall result in VALR receiving an amount equal to the amount VALR should have received in the absence of such deduction or withholding.
7.8. Any applicable duties, disbursements, costs and/or other expenses incurred by VALR in connection with the Account Holder or the Leverage Account shall be reimbursed by the Account Holder.
7.9. All Interest, Fees, commissions and other charges of VALR are exclusive of any goods, services or withholding tax or any other applicable sales tax which shall be borne and separately charged to the Account Holder.
8. DEFAULT AND TERMINATION
8.1. A default (“Default”) will be deemed to occur if:
8.1.1. the Collateral in the Leverage Account falls below the Auto-Close Margin Fraction;
8.1.2. any representation, warranty, agreement or undertaking made by the Account Holder to VALR (whether under or in connection with these Leverage Terms (including without limitation clause 11 (Indemnity, Warranties & Limitation of Liability)), the Terms of Service, and if the NCA is applicable to the Account Holder’s use of Leveraged Trading Services - the Credit Agreement and its ancillary documentation or otherwise) or any other material statement made by the Account Holder in or in connection with the same being untrue, inaccurate, incomplete or misleading in any respect at the time when made by the Account Holder or thereafter at any time becomes untrue, inaccurate, incomplete or misleading in any respect and the Account Holder fails to inform VALR of the true position as soon as reasonably practicable;
8.1.3. the Account Holder has failed to comply with or perform any of its obligations hereunder or in respect of any Leverage Account or Transaction or under these Leverage Terms, the Credit Agreement (if applicable), or the Terms of Service (including without limitation the Account Holder’s failure to make, when due, any payment or delivery required to be made by the Account Holder under these Leverage Terms or in respect of any Leverage Account or Transaction) or have breached or are being investigated by the relevant authorities for breaching any Applicable Law;
8.1.4. (in the event that the Account Holder is an individual), it becomes deceased, bankrupt, of unsound mind or mentally incapacitated, commit an act of insolvency, or have action to deem it insolvent commenced against it;
8.1.5. (in the event that the Account Holder is a juristic person (as such term is defined in the Companies Act)) it is unable to pay its debts as and when they are due, or action is commenced to place it under liquidation, business rescue, judicial management, receivership, administrative management, or any similar or analogous proceedings, or it convenes a meeting of its creditors or proposes or makes any compromise or arrangement with or any assignment for the benefit of its creditors;
8.1.6. notwithstanding the above, if the Account Holder is deemed by any authority or Applicable Law to be unable to pay its debts as they fall due, or if it suspends making payments on any of its debts or, by reason of actual or anticipated financial difficulties, compromise or attempt to compromise with its creditors, or defers or attempts to defer payment of debts owing by it to its creditors generally;
8.1.7. any investigation, claim, action, award, judgement or proceeding of any nature is commenced against the Account Holder (including without limitation investigation into suspected market abuse, manipulation or other criminal conduct), or steps are taken by any person to enforce any security against it;
8.1.8. VALR has reasonable concerns in relation to the Account Holder’s creditworthiness, financial status or verification of its identity;
8.1.9. VALR forms the view that it should take action in order to preserve its rights or interests under any VALR Account or Leverage Account or under its relationship with the Account Holder;
8.1.10. a credible allegation of fraud, misconduct, embezzlement, money laundering, terrorist financing, insider trading, market manipulation abuse or other material illegality, breach of regulation or impropriety is made against the Account Holder, that in the sole and absolute discretion of VALR could reasonably result in reputational harm to VALR, or compromise the integrity of the markets maintained by VALR;
8.1.11. VALR reasonably believes that any of the circumstances set out under clauses 8.1.1 to 8.1.10 above are likely to happen and/or VALR also reasonably believes that any action described in clause 8.2 below is necessary, desirable or expedient to protect its interests or the interests of VALR’s other customers; or
8.1.12. the Account Holder breaches these Leverage Terms, and insofar as the breach is not a material breach, that it fails to rectify the breach within 7 (seven) days written notice to do so.
8.2. Without prejudice to any other right of VALR hereunder, under the Terms of Service, or otherwise at law, where a Default has occurred, VALR may (but is not obliged to) immediately or any time thereafter, do any one or more of the following:
8.2.1. suspend (indefinitely or otherwise), cancel or terminate any VALR Account, Leverage Account, or VALR’s relationship with the Account Holder or prohibit the Account Holder from opening any VALR Account and/or Leverage Account and accelerate any and all of its Liabilities to VALR (including the Repayment Amount and any and all of its Loans, Fees, Interests and charges owed by it to VALR) so that they shall become immediately due and payable;
8.2.2. liquidate, accelerate, hedge and/or close out any outstanding Transaction (including any Transaction which has yet to be settled on the date on which VALR terminates such Transaction) by determining its value in good faith and in VALR’s absolute discretion;
8.2.3. at such times and manner as VALR may reasonably determine based on, but not limited to, market conditions and portfolio health, sell or otherwise transfer any Collateral which VALR may hold for the Account Holder or which has been pledged to VALR by the Account Holder and apply the proceeds to the discharge of its obligations, set-off, net and recoup any obligations to the Account Holder against any obligations to VALR;
8.2.4. vary the applicable Collateral requirements or liquidate or exercise its power to sell the Collateral or part thereof at a price which VALR deems appropriate in the circumstances;
8.2.5. apply any amounts of whatsoever nature standing to the Account Holder’s credit against any amounts which it owes VALR under these Leverage Terms, or generally to exercise VALR’s rights of netting or set-off against the Account Holder under these Leverage Terms, the Terms of Service, Applicable Law or otherwise;
8.2.6. demand any shortfall after clause 8.2.5 above from the Account Holder, or hold any excess pending full settlement of any other of its obligations, or pay any excess to it by way of any methods deemed appropriate by VALR;
8.2.7. do or omit to do anything which VALR reasonably believes to be necessary, desirable or expedient to protect VALR or its other customers; and/or
8.2.8. exercise such other authority and powers that may have been conferred upon VALR under these Leverage Terms and/or the Terms of Service.
8.3. To the extent permitted under Applicable Law, the Account Holder will be responsible for the reasonable costs and expenses of collection of any unpaid deficiency in its Leverage Account including, but not limited to, legal fees incurred and payable or paid by it.
8.4. Notwithstanding anything to the contrary contained herein and to the extent permitted under Applicable Law, VALR may, in its absolute and sole discretion, immediately discontinue or cancel the whole or any portion of the Leveraged Trading Services being provided to an Account Holder, AND VALR SHALL NOT BE LIABLE TO ANY ACCOUNT HOLDER OR THIRD PARTY FOR THIS DISCONTINUATION OR CANCELLATION.
8.5. In addition to the circumstances outlined in clause 19 of the Terms of Service and to the extent permitted by Applicable Law, VALR reserves the right to restrict, suspend or terminate an Account Holder’s Account as well as terminate any of the Account Holder’s quotes, positions or pending transactions in the event or suspicion of one or more of the occurrences below:
8.5.1. If the Account Holder commits a breach of these Leverage Terms; and/or
8.5.2. If it is or becomes unlawful for the Account Holder to perform any of the obligations or undertakings under these Leverage Terms.
9. LIQUIDATION
9.1. The Account Holder agrees to maintain in its Leverage Account, at all times during the term of the Loan, a specified minimum amount of Cryptocurrency / Fiat approved by VALR to qualify as Collateral for the purpose of satisfying the required Margin Level(s) as prescribed by VALR from time to time.
9.2. The Account Holder acknowledges and agrees that it is the Account Holder’s sole responsibility to monitor the applicable Leverage requirements (including Margin Level) in and for the Account Holder’s Leverage Accounts. All open positions of the Account Holder’s Leverage Accounts shall be marked-to-market regularly, at daily or at more frequent intervals as VALR may determine in its sole and absolute discretion.
9.3. The Account Holder acknowledges that if the Margin Level falls below the Liquidation Level, VALR may and shall be fully entitled (but shall not be obliged) to sell or dispose of any or all Collateral in the applicable Leverage Account(s) in order to satisfy the Margin Level prescribed by VALR for compliance by the Account Holder, and VALR is not required to provide notice before commencing Liquidation in line with this clause 9.
Liquidation under these Leverage Terms will take place in two stages, and the Account Holder hereby agrees that they are fully aware of the risk of Liquidation and the process of how Liquidation takes place:
9.4. Stage 1 (a)
9.4.1. A Leverage Account will enter Liquidation in terms of this Stage 1(a) when the Balance in that Leverage Account is below the Maintenance Margin Fraction.
9.4.2. VALR’s liquidation engine takes control of the Leverage Account and all open Orders on the Leverage Account are immediately cancelled. The Account Holder shall not be able to place Orders on the Platform (through the Leverage Account) during Liquidation.
9.4.3. If cancellation of all open Orders for the Leverage Account brings the Balance in the Leverage Account above the Maintenance Margin Fraction, the Liquidation will end.
9.5. Stage 1 (b)
9.5.1. If after Stage 1 (a), the Leverage Account remains below the Maintenance Margin Fraction, VALR’s liquidation engine will place an IOC order for 10% (ten percent) of the total value of the largest debt size (being either an open Order or open position) on the Leverage Account by currency. The Order size is limited to a minimum amount of 500 (five hundred) units of the Reference Currency (as an example USDC 500 if the Reference Currency is USDC) and a maximum amount of 5,000 (five thousand) units of the Reference Currency (as an example USDC 5,000 if the Reference Currency is USDC) per liquidation order.
9.5.2. If clause 9.5.1 brings the Leverage Account above the Maintenance Margin Fraction, the Liquidation will end.
9.6. Stage 1 (c)
9.6.1. If after stage 1 (b), the Leverage Account remains below the Maintenance Margin Fraction, VALR’s liquidation engine will place an IOC order for 10 % (ten percent), subject to the same minimum and maximum amounts as stipulated in clause 9.5.1 above, of the total debt size, continuously with a certain pause gap between Orders, until the Leverage Account is brought above the Maintenance Margin Fraction.
9.7. Stage 2
9.7.1. If Stage 1 fails to bring the Leverage Account above the Maintenance Margin Fraction, the Leverage Account may run the risk of falling below the Auto-Close Margin Fraction. In the event that this happens, Liquidation shall take place in terms of this Stage 2.
9.7.2. Stage 2 (a)
9.7.2.1.Any outstanding Liabilities of the Leverage Account will be transferred to the VALR Insurance Fund, which will take over the Liabilities and settle the Liabilities against the assets held in the VALR Insurance Fund.
9.7.3. Stage 2 (b)
9.7.3.1.The Leverage Account/s will be auto-closed and the Collateral with a Collateral Weighting of > 0 will be transferred into the VALR Insurance Fund. For the avoidance of doubt, certain Cryptocurrencies will be afforded a Collateral Weighting of 0 (zero), in VALR’s sole discretion and these balances will not count towards Collateral nor shall they be the subject of Liquidation.
9.8. The Account Holder further acknowledges and agrees that:
9.8.1. it shall be liable for all commission and transaction costs relating to a Liquidation;
9.8.2. it shall be liable for any Losses resulting from the Liquidation;
9.8.3. should the Account Holder’s Leverage Account be suspended, blocked, frozen or inaccessible (“Inaccessibility” or “Inaccessible”) for any reason whatsoever (whether temporarily or permanently) (“Frozen Leverage Account”):
9.8.3.1.the Account Holder acknowledges that it may not be able to manage its Leverage position and as a result may incur significant financial Losses as a result; and
9.8.3.2.Liquidation of the Collateral held in the Frozen Leverage Account may be affected due to the Account Holder not being able to access or manage open positions or place Orders on the Platform (through the Frozen Leverage Account) during the period of such Inaccessibility if and until access to the Frozen Leverage Account is restored to the Account Holder.
9.9. Notwithstanding anything to the contrary as contained in these Leverage Terms, VALR may, in its sole discretion, close any open Orders on the Leverage Account.
9.10. VALR shall not be liable for any and all Losses resulting from Liquidation should VALR exercise any or all of its rights under this clause 9 (including by way of an Account Holder not having access to their account due to the direct or indirect block or suspension of a Leverage Account or any Inaccessibility).
9.11. Failure of VALR to exercise any or all of its rights under this clause 9 shall not constitute a waiver of its rights to do so at any time thereafter, nor shall VALR be subject to any liability to the Account Holder for its acts or its failure to so act.
10. ACCOUNT HOLDER’S OBLIGATIONS IN RELATION TO SERVICES
10.1. In utilizing the Leveraged Trading Services:
10.1.1. The Account Holder shall comply with these Leverage Terms, the Terms of Service and any additional terms, policies, procedures or conditions imposed by VALR in relation to the Leveraged Trading Services and the use of VALR (Pty) Ltd’s Platform and Website;
10.1.2. The Account Holder shall pay any and all Fees relating to the Leveraged Trading Services, if applicable, in a timely manner, including any applicable transaction fees;
10.1.3. The Account Holder shall comply with, and remain solely responsible for compliance with, any and all Applicable Law (including exchange control regulations and any tax reporting requirements imposed on the Account Holder) in utilizing VALR (Pty) Ltd’s Platform as well as the Leveraged Trading Services;
10.1.4. The Account Holder shall not use the Leveraged Trading Services to contravene any Applicable Law or regulations, or for any illegal or fraudulent purposes; and
10.1.5. It shall provide VALR with any information and documentation reasonably requested by VALR in writing, in relation to the utilization of the Leveraged Trading Services.
11. INDEMNITY, WARRANTIES & LIMITATION OF LIABILITY
11.1. THE ACCOUNT HOLDER HEREBY INDEMNIFIES VALR TO THE FULL EXTENT PERMITTED BY THE LAW AGAINST ANY AND ALL ACTIONS, DEMANDS, CLAIMS, SUITS, PROCEEDINGS AND ALL LEGAL COSTS OR OTHER EXPENSES ARISING OUT OF: (I) THE ACCOUNT HOLDER’S USE OF THE LEVERAGED TRADING SERVICES; (II) ANY BREACH OF THESE LEVERAGE TERMS; (III) OR OUT OF ANY CLAIM BY A THIRD PARTY BASED ON ANY FACTS WHICH IF SUBSTANTIATED WOULD CONSTITUTE SUCH A BREACH OR A BREACH OF ANY OTHER RELEVANT LEGAL OR CONTRACTUAL DUTY.
11.2. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THESE LEVERAGE TERMS, VALR SHALL NOT BE LIABLE TO THE ACCOUNT HOLDER FOR ANY CLAIM FOR LOSS, DAMAGE, INJURY, COSTS, EXPENSES, FINES, PUNITIVE DAMAGES OR OTHERWISE, WHETHER DIRECT, INDIRECT OR CONSEQUENTIAL FOR ANY CAUSE OTHER THAN THROUGH VALR’S WILFUL MISCONDUCT OR GROSS NEGLIGENCE.
11.3. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THESE LEVERAGE TERMS, VALR SHALL NOT BE LIABLE TO THE ACCOUNT HOLDER FOR ANY DIRECT OR INDIRECT SPECIAL OR CONSEQUENTIAL LOSS OR DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF PROFIT, ECONOMIC LOSS, OR LOSS ARISING FROM DAMAGE TO BUSINESS REPUTATION), COSTS, EXPENSES OR FINES OR PUNITIVE DAMAGES, AS A RESULT OF ACCESS TO, THE PLATFORM AND THE USE OF THE LEVERAGED TRADING SERVICES.
11.4. NOTHING IN THESE LEVERAGE TERMS IS INTENDED TO CREATE ANY ENFORCEMENT RIGHTS BY THIRD PARTIES.
11.5. THE ACCOUNT HOLDER HEREBY ACKNOWLEDGES AND AGREES THAT WHEN UTILIZING THE LEVERAGED TRADING SERVICES, THEY WILL BE TRANSACTING FOR THEIR OWN ACCOUNT AND ON AN ARM’S-LENGTH BASIS.
11.6. WITHOUT LIMITING THE FOREGOING, VALR IS NOT LIABLE TO AN ACCOUNT HOLDER FOR:
11.6.1. THE LACK OF ANY FINANCIAL PROFIT MADE BY ACCOUNT HOLDER THROUGH THE USE OF THE LEVERAGED TRADING SERVICES;
11.6.2. ANY SITUATION WHERE AN ACCOUNT HOLDER’S MOBILE DEVICE, LOGIN DETAILS AND/OR PASSWORD IS STOLEN AND ANOTHER PERSON SUBSEQUENTLY MAKES USE OF THE LEVERAGED TRADING SERVICES WITHOUT THE ACCOUNT HOLDER’S CONSENT;
11.6.3. ANY LOSS SUFFERED BY THE ACCOUNT HOLDER RESULTING FROM:
11.6.3.1. A CAUSE OVER WHICH VALR DOES NOT HAVE DIRECT CONTROL, INCLUDING, BUT NOT LIMITED TO, THE FAILURE OF MECHANICAL EQUIPMENT, THEFT, OPERATOR ERRORS, GOVERNMENT RESTRICTIONS, FORCE MAJEURE (AS DEFINED IN THE TERMS OF SERVICE), INCLUDING ANY PLATFORM DOWNTIME FOR ANY REASON, AND/OR EXCHANGE RULINGS; AND/OR
11.6.3.2. A LEVERAGE ACCOUNT BEING INACCESSIBLE, SUSPENDED AND/OR BLOCKED UNDER AND IN TERMS OF CLAUSE 9.8.3 ABOVE.
11.7. Further, as the Account Holder, you warrant, agree and undertake that:
11.7.1. you have full capacity and authority to accept and agree to the Leverage Terms, maintain and/or continue to maintain all Leverage Account(s) from time to time opened and/or maintained and/or continued to be maintained with VALR, and to give VALR Orders thereon;
11.7.2. these Leverage Terms are and shall remain valid and binding in all respects and enforceable in accordance with all its terms;
11.7.3. you have received, read, understood and accepted that the level(s) of services available to you as described in these Leverage Terms will vary depending on whether you are transacting or intending to transact under the Leveraged Trading Services under the Leverage Account. You further and specifically confirm that you accept the conditions and limitations for each and every service available to you in connection with the Leveraged Trading Service;
11.7.4. you are not an employee of any organisation or entity which prohibits you from establishing a relationship with VALR in dealing in any of the Cryptocurrencies traded under the Leverage Account(s), and you shall promptly notify VALR if you become so employed;
11.7.5. you do not reside in any of the countries as listed in VALR’s prohibited list of countries, or any other jurisdictions which residents VALR deems from time to time to be prohibited from using the services provided under these Leverage Terms;
11.7.6. you understand your rights and duties under these Terms;
11.7.7. unless you specifically notify VALR and VALR agrees, no person other than you has an interest in any Leverage Account;
11.7.8. except with the express written consent of VALR, and except for any security or encumbrance created hereunder, no person has or will have any security or other encumbrance over any Leverage Account and/or any Collateral in any Leverage Account;
11.7.9. any Order placed or any other dealings in the Leverage Account(s) is solely and exclusively based on your own judgment and after your own independent appraisal and investigation into the risk associated with such Orders and your own independent determination of the Order being specifically suitable for you based on your own assessment of your financial resources, ability and willingness to take relevant risks and financial objectives;
11.7.10. VALR shall not be under any duty or obligation to inquire into the purpose or propriety of any Order and shall be under no obligation to see to the application of any funds delivered by you in respect of any Leverage Account;
11.7.11. any person(s) empowered to act on your behalf have been duly authorised;
11.7.12. you have complied and shall comply with all Applicable Law in all jurisdictions relevant to any Leverage Account, Transaction or service or facility provided or made available by VALR to you;
11.7.13. all information and/or documents provided by or for or to be provided by or for you to VALR in relation to any application or pursuant to or under these Leverage Terms are true, accurate, complete and not misleading in any and all respects, and nothing has been concealed from VALR which may have a material bearing on VALR’s decision to provide or continue to provide any of the services under these Leverage Terms;
11.7.14. you shall not knowingly or recklessly permit the use of VALR’s services or facilities in a manner which is in the opinion of VALR liable to bring VALR into disrepute, impair the dignity or degrade the good name of any of the foregoing. You shall not knowingly or recklessly create or maintain or exacerbate manipulations (or attempted manipulations), corners (or attempted corners) or violation of any Applicable Law (or arrangements, provisions or directions made or given thereunder), or otherwise be substantially detrimental to the interests or welfare of VALR;
11.7.15. you will inform VALR in writing of the occurrence of any Default as soon as reasonably possible after you become aware thereof unless specifically waived by VALR in writing;
11.7.16. you will prepare and submit to any relevant authority, all and any such returns as you are required by law to submit including but not limited to income tax returns and/or Value Added Tax returns;
11.7.17. you shall not be permitted under any circumstances to utilise the Loan for any purpose other than at clause 4 above; and
11.7.18. you shall not be permitted under any circumstances to remove or withdraw any Collateral that is subject to a Loan from VALR’s Platform without the written consent of VALR.
11.8. The above representations, warranties, agreement and undertakings shall be deemed repeated whenever you give Orders to VALR, enter into any Transactions or establish a new Leverage Account with VALR.
11.9. A breach of the above representations, warranties shall be deemed a material breach of these Leverage Terms.
11.10. In addition and without prejudice to any other right or remedy which VALR may have (under these Leverage Terms, the Terms of Service, at law or otherwise) VALR shall not be liable to you in any respect for any Loss suffered by you, including, without limitation, any Loss resulting from Default, insolvency or analogous proceedings of, or action or inaction by any intermediary (including wrongful or unlawful action or inaction) or howsoever otherwise suffered and/or incurred by you under or in connection with these Leverage Terms and the Terms of Service.
12. DISCLAIMER AND RISK DISCLOSURES
12.1. In addition to the risk disclosures and the assumption of risks & release of VALR from liability contained in VALR’s Risk Disclosures found here, the Account Holder hereby agrees that:
12.1.1 Cryptocurrency and Leverage trading is by its nature recognised as being high risk, which may result in Loss (including total Loss) being suffered by the Account Holder. The Account Holder in making use of the Leveraged Trading Services confirms that they recognise these risks and accept that they bear the onus to consider its objectives, financial situation, needs and investment experience;
12.1.2. The Account Holder, by making use of the Leveraged Trading Services confirms that it has the required knowledge, experience, understanding, professional advice and information to make its own evaluation of the merits and risks of any Cryptocurrency or trade, or alternatively access to the required knowledge relating to cryptocurrency to do so;
12.1.3. The Account Holder further acknowledges that they have ascertained the full nature and possible outcome of each transaction. At no time shall VALR provide advice or make recommendations to the Account Holder in respect of the provision of the Leveraged Trading Services;
12.1.4. The Leveraged Trading Services will be performed at prevailing market environments, which are outside of VALR’s control and in a constant state of flux. As such, the Account Holder recognises and understands that VALR cannot control or guarantee the outcome of a transaction; and
12.1.5. VALR’s Leveraged Trading Services in no way constitutes the trading of derivatives under any Applicable Laws.
12.2. Leveraged trading is not suitable for everyone. The Account Holder should examine its investment objectives, financial resources and risk tolerance to determine whether borrowing against its Collateral held with VALR is appropriate for the Account Holder. The Account Holder acknowledges that leveraged trading is a highly speculative activity involving highly leveraged and rapidly fluctuating markets. The Account Holder further understands and accepts the significant risks associated with the use of Leveraged Trading, and the use of Leverage is consistent with its investment objectives. Despite such risks, the Account Holder acknowledges, understands and agrees that it is willing and able to assume the financial risks and other hazards of Leveraged trading and agrees that it will in no manner hold VALR responsible for Losses incurred by it under or in connection with these Leverage Terms and the Terms of Service.
13. RENUNCIATION OF BENEFITS
13.1. The Account Holder hereby renounces, to the extent permitted by Applicable Law the benefits of the following legal exceptions, as well as all other exceptions which might or could be pleaded in bar to any claim of VALR under these Leverage Terms:
13.1.1. Causa non debiti;
13.1.2. Errore calculi; or
13.1.3. Non numeratae pecuniae,
the full force, meaning and effect of which exceptions and renunciations the Account Holder hereby agrees to be fully acquainted with.
14. CERTIFICATE OF INDEBTEDNESS
14.1 A certificate signed by a director or prescribed officer of VALR (whose appointment, authority or qualification need not be proved) shall be:
14.1.1. prima facie proof of the Repayment Amount; and
14.1.2. valid, together herewith for any purpose and as a liquid document (alternatively, as proof of a liquidated amount) in any court of competent jurisdiction for the purpose of obtaining provisional sentence, summary judgment or any other judgment against the Account Holder.
14.2. The Account Holder acknowledges its indebtedness in respect of any amount so certified.
15. GENERAL
15.1. These Leverage Terms shall be governed by and construed and interpreted in accordance with the laws of South Africa.
15.2. Each of the provisions of these Leverage Terms is separate and severable and enforceable accordingly. If any such term or condition is or becomes unenforceable for any reason whatsoever, that term or condition is severable from and shall not affect the validity of any other term or condition contained in these Leverage Terms.
15.3. The Account Holder may not cede, assign, delegate, alienate, transfer, sub-contract or otherwise part with any of their rights or obligations in terms of these Leverage Terms, other than with the express prior written consent of the other Party.
15.4. The Account Holder hereby agrees that, except as otherwise provided in these Leverage Terms all provisions of the Terms of Service are hereby incorporated into these Leverage Terms by reference, including but not limited to, warranties, limitations of liability, disclaimers, indemnities, unacceptable use or conduct, compliance with laws of country of residence, copyright violations, intellectual property, confidentiality, domicilium, risk disclosures, governing law and jurisdiction, disputes, severability, assignment and force majeure.
15.5. The Account Holder acknowledges that they have entered into these Leverage Terms voluntarily.
15.6. The Account Holder hereby agrees that these Leverage Terms, including their incorporation of the Terms of Service by reference , sets forth the entire agreement and understanding between the Parties relating to the subject matter herein and supersedes all prior agreements, whether orally or in writing, solely to the extent as they relate to the subject matter of these Leverage Terms.