These VALR Futures Terms of Service (“Futures Terms”) are effective as of: 15 November 2023 (“Effective Date”)
Please read these Futures Terms carefully before proceeding to utilise VALR’s futures trading services (“Futures Trading Services”).
1.1. All Account Holders who use and participate in the Futures Trading Services acknowledge that the Futures Trading Services are provided by a VALR Group entity, VALR DAM Proprietary Limited (registration number: 2022/869848/07) (“VALR DAM”) to Account Holders.
1.2. All Account Holders hereby acknowledge that the financial services being provided as part of the Futures Trading Services are provided by VALR DAM as a juristic representative of Prime Asset Managers (Pty) Ltd (registration number: 2007/025932/07 an authorised financial services provider in South Africa registered under the Financial Advisory and Intermediary Services Act, 37 of 2002 (“FAIS Act”) under FSP number: 33933) (“PAM”). VALR DAM and PAM hereinafter referred to as the “FSP”. VALR DAM’s Statutory Disclosure Notice in terms of the FAIS Act, can be found here.
1.3. 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") and VALR (Pty) Ltd as owner of the Website and the Platform has licensed the use of the Website and Platform to VALR DAM for the purposes of the Futures Trading Services. VALR DAM and VALR (Pty) Ltd hereinafter referred to as “VALR”, "we", “our" or "us". 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.
1.4. These Futures 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.
1.5. The Account Holder acknowledges that there are legal requirements in various countries which may restrict the products and services that VALR can lawfully provide as part of the Futures Trading Services. Accordingly, the Futures Trading Services (or aspects thereof) may not be available or may be restricted in certain jurisdictions or regions or to certain Account Holders. The Account Holder shall be responsible for remaining informed about and observing any restrictions and/or requirements imposed with respect to the access to and use of the Platform and the Futures Trading Services in each country from which the Platform and the Futures Trading Services are accessed by the Account Holder or on the Account Holder’s behalf.
1.6. In the event of any inconsistencies between these Futures Terms and the Terms of Service, the Terms of Service shall prevail.
1.7. These Futures Terms, including any document incorporated by reference herein, apply to any Account Holder utilising the Futures Trading Services.
1.8. Accessing and/or use of the Futures 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 Futures 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.
1.9. The acceptance of these Futures Terms by the Account Holder is a prerequisite for the use of the Futures Trading Services.
1.10. VALR may, at its sole discretion, change, modify or update any of these Futures Terms at any time. It is and remains the Account Holder’s responsibility to check these Futures Terms and ensure that it is satisfied with such changes.
Futures trading on VALR is high risk. 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 Futures Trading Services.
Contracts entered into via the Platform are created and entered into between the counterparty taking a ‘long’ or ‘short’ position as applicable, and both the FSP and VALR (Pty) Ltd SHALL UNDER NO CIRCUMSTANCES BE A COUNTERPARTY TO ANY CONTRACT. VALR serves solely as the Platform on which the Contract can be traded and VALR DAM as a juristic representative of PAM only renders an intermediary service in respect of the financial services aspect of the Futures Trading Services.
Contracts entered into are perpetual in nature and there is no set expiry date, nor are there rights and obligations created in relation to the underlying asset.
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 Futures Account falls below the Maintenance Margin, 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 Futures 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 Futures is high risk and can lead to large losses as well as gains, including the total loss of your capital.
In using the Futures Trading Services, until the Order is closed, you may not access the Collateral posted as security for the Contract.
You acknowledge, represent, warrant and agree that, prior to entering into any Contract on the Platform, you will have read these Futures Terms, the Terms of Service, understand the risks involved with Leverage and Contracts, and have determined that purchasing and selling Cryptocurrencies with the use of Futures is appropriate for you.
2.1. The below-mentioned definitions apply to these Futures Terms. Capitalised terms not defined herein shall bear the meaning contained in the Terms of Service:
2.1.1. “Account Equity” means the net balance held in a Futures Account once Liabilities have been deducted from the Balance, taking into account Unrealised Profit and Loss;
2.1.2. “Account Holder” means the person and/or entity holding a VALR Account on the Platform and who utilises the Futures Trading Services;
2.1.3. “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, Futures Account or Contract is subject to, or otherwise);
2.1.4. “Auto-Close Margin Fraction” means the percentage Margin Fraction as prescribed by VALR from time to time, below which the Account Holder’s Futures 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 Futures position;
2.1.5. “Auto-Deleveraging” means the liquidation of positions held by Account Holders who hold opposing positions to a Contract, which liquidation shall take place in accordance with a priority ranking calculation, i.e. where highly leveraged positions are closed out before lower leveraged positions. The priority ranking shall be calculated according to the profitability and Leverage of the Futures Account;
2.1.6. “Balance” means the sum from time to time (as determined by VALR in its sole discretion) of: (i) Collateral held in the Account Holder’s Futures Account (converted to an equivalent Reference Currency value based on the Mark Price and Collateral Weighting); and (ii) any Unrealised Profit and Loss connected to an Account Holder’s Futures Account;
2.1.7. “Collateral” means the Account Holder’s Cryptocurrency and/or Fiat held in their Futures Account, that is deposited with or held by VALR in the Account Holder’s Futures Account as security for the Account Holder’s Contracts;
2.1.8. “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;
2.1.9. “Companies Act” means the Companies Act 71 of 2008, as amended from time to time;
2.1.10. “Contract/s” means a Futures contract entered into by the Account Holder from their Futures Account, which contract will be on a perpetual basis and without a set expiry date or rights and obligations to the underlying asset;
2.1.11. “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;
2.1.12. “Fees” means any fees, costs and charges due to be paid by the Account Holder to VALR;
2.1.13. “Fiat” means government issued currency as declared by a national government to be legal tender;
2.1.14. “Final Profit and Loss” means the final profit and loss as calculated in terms of clause 8.5 below;
2.1.15. “Funding Fee(s)” means periodic payments that apply to Contracts that are either paid to an Account Holder or owed by an Account Holder depending on whether they are holding a long or short position in the relevant Cryptocurrency and are based on the nominal value of the positions and the applicable Funding Rate. Funding Fees are intended to ensure the Contract price aligns with the prevailing spot price. The frequency and method of calculation of the Funding Fee shall be set and provided by VALR from time to time, in its sole discretion;
2.1.16. “Funding Rate'' means the rate used to determine the applicable Funding Fees payable in respect of Contracts, the methodology of which shall be set and provided by VALR from time to time, in its sole discretion;
2.1.17. “Funding Times” means the period after which the Account Holder will be required to pay or be entitled to receive a Funding Fee, which shall be set and provided by VALR from time to time, in its sole discretion;
2.1.18. “Futures Account” means the VALR Account which participates in Futures Trading Services through a separate Subaccount. The Futures 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;
2.1.19. “Index Price” a fair market price for a particular trading pair calculated as an average price from an index of constituents;
2.1.20. “Initial Margin” means the percentage of Collateral as prescribed by VALR from time to time, required upfront from the Account Holder, which shall be the minimum amount of Collateral that VALR may from time to time in its sole discretion determine is required to be deposited in the Futures Account in order to open a leveraged position in respect of a Contract;
2.1.21. “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;
2.1.22. “Leverage” means the use of a Collateral 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 Account Equity, which multiplier shall be prescribed by VALR from time to time;
2.1.23. “Liability(ies)” means the total negative balance of an Order;
2.1.24. “Liquidation” shall have the meaning as described in clause 10 of these Futures Terms;
2.1.25. “Liquidation Price” means the Mark Price at which Liquidation will be attempted;
2.1.26. “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;
2.1.27. “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;
2.1.28. “Margin Fraction” means a fraction that can be applied to a Contract to calculate the amount of Collateral required for that Contract, being the Account Equity in the prescribed Reference Currency (subject to Collateral Weighting) divided by the Liabilities in the prescribed Reference Currency;
2.1.29. “Margin Ratio” means the Margin Ratio as calculated by VALR from time to time, which calculation is set out in VALR’s Futures Explainer document:
2.1.30. “Mark Price” means the fair value of the relevant Futures position, calculated according to the relevant Index Price;
2.1.31. “Order” means the placing of an offer to enter into a Contract 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;
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. “Position at Open” means the opening value of an Order expressed as the average Order entry price multiplied by the quantity;
2.1.34. “Party” or “Parties” means the Account Holder and VALR;
2.1.35. “Platform” means the online Platform on which the Futures Trading Services are rendered;
2.1.36. “Profit and Loss” means profits that have been realised, or losses that have been realised, in each case with respect to the Account Holder’s Contracts before closure or expiry;
2.1.37. “Profit and Loss Session” means 6 (six) equal 4 (four) hour sessions during each 24 (twenty four) hour day period, at the end of which Profit and Loss is realised, starting from 00:00 UTC;
2.1.38. “Reference Currency” means the Fiat and/or Cryptocurrency that serves as the default reference currency for the Account Holder’s use of these Futures Terms, as amended by VALR from time to time;
2.1.39. “Quote Currency” means the Fiat and/or Cryptocurrency existing in an underlying trading pair used to denote the value of the specific Contract;
2.1.40. “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;
2.1.41. “Unrealised Profit and Loss” means profits that have not been realised, minus the losses that have not yet been realised, in each case with respect to the Account Holder’s Contracts before closure or expiry;
2.1.42. “VALR Account” shall mean the VALR Account with the corresponding profile, opened on the Platform by an Account Holder;
2.1.43. “VALR Insurance Fund” means the insurance fund that holds liquidity and may take over remaining positions made from an Account Holder’s Futures Account, as part of the Liquidation process; and
2.1.44. “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 Futures Terms shall be interpreted against the Party responsible for the drafting of these Futures Terms, shall not apply.
3. RELATIONSHIP BETWEEN VALR, THE FSP AND THE ACCOUNT HOLDER
3.1. VALR (Pty) Ltd and the FSP do not purport to be an Account Holder’s broker, intermediary, agent, or advisor and have no fiduciary relationship or obligation to an Account Holder in connection with any Contracts, transactions or other decisions or activities affected by an Account Holder by using the Futures Trading Services. No communication or information provided to an Account Holder by VALR (Pty) Ltd or the FSP is intended as, or shall be considered or construed as advice. VALR does not make any warranty about the suitability of any Cryptocurrency for trading or ownership by any Account Holder.
3.2. VALR DAM as a juristic representative of PAM (i.e. the FSP) renders an intermediary financial service to Account Holders in respect of the financial services aspect of the Futures Trading Service.
3.3 VALR (Pty) Ltd and the FSP do not act on behalf of the Account Holder in any form and VALR only provides access to the Futures Trading Services. These Futures 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 (Pty) Ltd) and the FSP do not exercise any discretionary authority for or on behalf of the Account Holder.
3.3. All Contracts shall be created and entered into between the Account Holder who takes a ‘long’ position and the counterparty who takes a ‘short’ position; under no circumstances shall VALR (Pty) Ltd or the FSP be a counterparty to any Contract.
3.4. The Account Holder shall be solely responsible for all decisions made in using the Futures Trading Services.
4. DESCRIPTION AND ATTAINABILITY OF FUTURES TRADING SERVICES
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 Futures Trading Services, which includes, inter alia, placing an Order with VALR via the Platform, by providing instructions with respect to a Contract or the closing-out of any open position with respect to a Contract.
4.2. The Account Holder hereby acknowledges and agrees that trading through VALR’s Futures Trading Service will take place on VALR (Pty) Ltd’s Order Book which is licensed to VALR DAM for the purposes of the Futures Trading Services.
4.3. The Account Holder hereby acknowledges and agrees that the Account Holder will only be eligible to use the Futures Trading Services upon:
4.3.1. the creation of a Futures Account, being a Subaccount to be used for the Futures Trading Services;
4.3.2. the completion of a pre-assessment risk questionnaire (if applicable);
4.3.3. the acceptance of these Futures Terms and VALR’s Risk Disclosures; and
4.3.4. confirmation of sufficient Collateral available in their Futures Account.
5. FUTURES CONTRACTS
5.1. In order to enter into a Contract, the Account Holder must hold sufficient Collateral (as more fully detailed in clause 6 below).
5.2. The Account Holder hereby acknowledges that VALR may limit the size of the position the Account Holder may open in respect of a specific Contract in its sole and absolute discretion. The Account Holder may not enter into Contracts in excess of any prescribed limit imposed by VALR.
5.3. The Account Holder acknowledges that neither VALR (Pty) Ltd nor the FSP will enter into Contracts as principal.
5.4. The settlement price of any Contract will be based on the trade execution between the parties to the Contract. The Funding Rate shall apply to all Contracts.
5.5. VALR may refuse to facilitate any Contract, accept or otherwise act on any Order without giving any reason or any notice to the Account Holder thereof in its sole and absolute discretion.
6.1. The Account Holder is to deposit, maintain and/or otherwise provide VALR with Initial Margin in each Futures Account in such form and amounts, at such times and in respect of such Futures Account as VALR may from time to time in its sole and absolute discretion require.
6.2. A list of Cryptocurrencies approved by VALR to be eligible as Collateral as part of a Contract will be prescribed by VALR and certain Cryptocurrencies may only be valued as part of the Futures Trading Services on a discounted basis. The list of Cryptocurrencies that can be utilised as Collateral for Futures trading, along with their Collateral Weightings can be found here, or queried via the currencies endpoint on VALR’s API as found here. 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.
6.3. The Balance calculations shall be as determined by VALR in its sole and absolute discretion.
6.4. VALR may establish additional Collateral requirements in respect of its Futures Trading Services. VALR may, in its sole and absolute discretion, with or without notice to the Account Holder, vary the Collateral requirements for any Futures Account at any time and by any level, and may also stipulate that such Collateral requirements shall apply to existing positions as well as new positions in the Contracts 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.
6.5. 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 9 (Default and Termination). In making such determination in respect of the Collateral provided for any Futures Account, VALR shall not be required to take into consideration Collateral held by VALR for the Account Holder in respect of any other Futures Account.
6.6. All Collateral shall be held by VALR, notwithstanding any provision or instructions to the contrary, as continuing security for any Order placed, 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 Futures 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 Futures Terms.
6.7. 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 Futures 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.
6.8. The Account Holder hereby acknowledges that the Futures Trading Services are cross collateralised in relation to Cryptocurrencies within a Futures Account and agrees that any Cryptocurrencies within a Futures Account shall form part of the Collateral for the specific Futures Account and the Orders associated with that Futures Account.
6.9. VALR will determine the value of any Collateral in its sole and absolute discretion. 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.
6.10. The Account Holder hereby acknowledges that the value of Account 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.
6.11. If the Account Holder has reached the maximum Leverage multiplier, the Account Holder will be prohibited from further trading on their Futures Account, if such trading would lead to generating further Liability for the Account Holder.
6.12. The Account Holder hereby acknowledges that circumstances may arise whereby significant financial Loss may occur through the use of Futures Trading Services whether through active use or not being able to access the Platform or the Futures Account for whatsoever reason. The Account Holder hereby acknowledges that the indemnities, limitation of liability and warranties set out in clause 12 apply fully to any and all Loss that has occurred in accordance with these Futures Terms.
7. FEES AND CHARGES
7.1. The Account Holder shall promptly pay all of VALR’s Fees and/or other charges (such as Funding Fees) at such rates and in such manner as VALR may impose and stipulate from time to time with respect to the execution of any Contract or otherwise for the maintenance of any Futures Account or the provision of any service to the Account Holder or in connection with any Futures Account. It is the Account Holder’s responsibility to ensure that they are aware of current applicable Fees charges and rates.
7.2. The Account Holder shall make payment to VALR promptly of any outstanding sum in respect of any Contract on the due date of the relevant Contract or upon demand by VALR. Notwithstanding the above, all Fees, charges or sums to be payable from the Account Holder to VALR, or Funding Fees, may be settled by VALR at its sole and absolute discretion on the day they fall due by: (i) debiting the Account Holder’s Futures Account with the relevant amount payable, (ii) through Liquidation as outlined in clause 10 below; and/or (iii) through the sale of assets available in the Account Holder’s Futures Account.
7.3. All payments to VALR shall be 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.
7.4. Any applicable duties, disbursements, costs and/or other expenses incurred by VALR in connection with the Account Holder or the Futures Account shall be reimbursed by the Account Holder.
7.5. All 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.
7.6. The Account Holder hereby acknowledges and agrees that there are circumstances (including where an Account Holder’s Collateral is not held in the same currency as the Quote Currency) where VALR may be required to convert the Account Holder’s Collateral into the Quote Currency in order to pay Fees (including Funding Fees as outlined at clause 8 below) or if required for any other reason in order to provide the Futures Trading Services. The Account Holder hereby authorises VALR to convert the Account Holder’s Collateral into the Quote Currency as and when required by VALR and in VALR’s sole and absolute discretion, and acknowledges and agrees that the indemnities, limitation of liability and warranties set out in clause 12 apply fully to any and all Loss that may occur in accordance with this clause 7.
8. FUNDING FEES AND PROFIT AND LOSS
8.1. At each Funding Time, the Account Holder shall be liable to either pay or receive a Funding Fee. The Account Holder hereby agrees and acknowledges the following regarding Funding Fees:
8.1.1. The Account Holder will only be required to make, or entitled to receive, Funding Fees in respect of open positions held in a Contract as at the Funding Times;
8.1.2. If the Account Holder closes open positions prior to a Funding Time, the Account Holder shall not be obliged to pay or otherwise be entitled to receive any Funding Fees in relation to those positions. Should the Account Holder not have an open position at a Funding Time, they will not be liable for, or otherwise entitled to receive, any Funding Fees with respect to such Funding Time;
8.1.3. VALR may apply a minimum and maximum on the Funding Rate (which rates may change from time to time in VALR’s sole discretion); and
8.1.4. VALR may in its sole discretion and from time to time amend applicable Funding Fees and Funding Times.
Profit and Loss
8.2. Profit and loss will be settled in the Quote Currency through the Final Profit and Loss calculation multiplied by the quantity of the Order. While an Order remains open, Unrealised Profit and Loss is measured based on the difference between the Mark Price and the Order entry price multiplied by the quantity of the Order. Unrealised Profit and Loss is realised into Futures Account balances at every Profit and Loss Session close in order to afford Futures Accounts in profit the opportunity to access their Profit and Loss. The Final Profit and Loss on any Contract will depend on the price at which the Order is actually closed on the VALR exchange.
8.3. Unrealised Profit and Loss is calculated on a regular basis based on movements in Mark Price. The position at the Mark Price is compared to the position at the opening of the Profit and Loss Session in order to calculate incremental Profit and Loss for the Profit and Loss session in question. Unrealised Profit and Loss will remain unrealised until the earlier of the Contract closure (whether partial or full) and the end of the Profit and Loss Session.
8.4. The value of Unrealised Profit and Loss is incorporated into Account Equity such that the Margin Fraction is increased or decreased for unrealised profit or loss respectively.
8.5. The Final Profit and Loss on Orders is calculated as follows:
8.5.1. For positions that are long: (close price - open price) multiplied by the quantity less trade fees to open and close an Order; and
8.5.2. For positions that are short: (open price - close price) multiplied by the quantity less trade fees to open and close an Order.
8.6. The Profit and Loss of all Contracts will be in Cryptocurrency and will be settled in the Quote Currency. As per clause 7.6, if for any reason VALR cannot effect payment or repayment to an Account Holder in a particular Cryptocurrency in which payment or repayment is due (for Fees or otherwise), VALR may affect payment or repayment in an equivalent amount of any other Cryptocurrency selected by VALR.
9. DEFAULT AND TERMINATION
9.1. A default (“Default”) will be deemed to occur if:
9.1.1. the Collateral in the Futures Account falls below the Auto-Close Margin Fraction;
9.1.2. any representation, warranty, agreement or undertaking made by the Account Holder to VALR (Pty) Ltd or the FSP (whether under or in connection with these Futures Terms (including without limitation clause 12 (Indemnity, Warranties & Limitation of Liability)) and the Terms of Service) 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 (Pty) Ltd or the FSP of the true position as soon as reasonably practicable;
9.1.3. the Account Holder has failed to comply with or perform any of its obligations hereunder or in respect of any Futures Account or Contract or under these Futures Terms, 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 Futures Terms or in respect of any Futures Account or Contract) or have breached or are being investigated by the relevant authorities for breaching any Applicable Law;
9.1.4. the Account Holder fails to promptly provide VALR (Pty) Ltd or the FSP with information and/or documents in relation to ongoing due diligence and assessments conducted by VALR (Pty) Ltd or the FSP;
9.1.5. (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;
9.1.6. (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 propose or make any compromise or arrangement with or any assignment for the benefit of its creditors;
9.1.7. 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 defer or attempt to defer payment of debts owing by it to its creditors generally;
9.1.8. 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;
9.1.9. VALR has reasonable concerns in relation to the Account Holder’s creditworthiness, financial status or verification of its identity;
9.1.10. VALR forms the view that it should take action in order to preserve its rights or interests under any VALR Account or Futures Account or under its relationship with the Account Holder;
9.1.11. 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;
9.1.12. VALR reasonably believes that any of the circumstances set out under clauses 9.1.1 to 9.1.11 above are likely to happen and/or VALR also reasonably believes that any action described in clause 9.2 below is necessary, desirable or expedient to protect its interests or the interests of VALR’s other customers; or
9.1.13. the Account Holder breaches these Futures 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.
9.2. 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:
9.2.1. suspend (indefinitely or otherwise), cancel or terminate any VALR Account, Futures Account, or VALR’s relationship with the Account Holder or prohibit the Account Holder from opening any VALR Account and/or Futures Account and accelerate any and all of its liabilities to VALR (including any and all of its Fees and charges owed by it to VALR) so that they shall become immediately due and payable;
9.2.2. liquidate, accelerate, hedge, convert and/or close out any outstanding Contract (including any Contract which has yet to be settled on the date on which VALR terminates such Contract) by determining its value in good faith and in VALR’s absolute discretion;
9.2.3. at such times and manner as VALR may reasonably determine based on, but not limited to, market conditions and portfolio health, sell, convert 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;
9.2.4. 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;
9.2.5. apply any amounts of whatsoever nature standing to the Account Holder’s credit against any amounts which it owes VALR under these Futures Terms, or generally to exercise VALR’s rights of netting or set-off against the Account Holder under these Futures Terms, the Terms of Service, Applicable Law or otherwise;
9.2.6. demand any shortfall after clause 9.2.5 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;
9.2.7. 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
9.2.8. exercise such other authority and powers that may have been conferred upon VALR under these Futures Terms and/or the Terms of Service.
9.3 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 Futures Account including, but not limited to, legal fees incurred and payable or paid by it.
9.4. Notwithstanding anything to the contrary contained herein VALR may, in its absolute and sole discretion, immediately discontinue or cancel the whole or any portion of the Futures 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.
9.5. In addition to the circumstances outlined in clause 19 of the Terms of Service, 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:
9.5.1. If the Account Holder commits a breach of these Futures Terms; and/or
9.5.2. If it is or becomes unlawful for the Account Holder to perform any of the obligations or undertakings under these Futures Terms.
10.1. The Account Holder agrees to maintain in its Futures Account, at all times during the term of a Contract, a specified minimum amount of Cryptocurrency / Fiat approved by VALR to qualify as Collateral for the purpose of satisfying the required Maintenance Margin Fraction levels as prescribed by VALR from time to time.
10.2. The Account Holder acknowledges and agrees that it is the Account Holder’s sole responsibility to monitor the applicable Futures requirements (including Maintenance Margin Fraction levels) in and for the Account Holder’s Futures Accounts. All open positions of the Account Holder’s Futures Accounts shall be marked-to-market regularly (at the Mark Price), at daily or at more frequent intervals as VALR may determine in its sole and absolute discretion.
10.3. 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 Futures 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 10.
Liquidation under these Futures 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:
10.4. Stage 1 (a)
10.4.1. A Futures Account will enter Liquidation in terms of this Stage 1 (a) when the Balance of the Account Holder’s Futures Account falls below the Maintenance Margin Fraction.
10.4.2. VALR’s liquidation engine takes control of the Futures Account and all open Orders on the Futures Account are immediately cancelled. The Account Holder shall not be able to place Orders on the Platform (through the Futures Account) during Liquidation.
10.4.3. If cancellation of all open Orders for the Futures Account brings the Balance in the Futures Account above the Maintenance Margin Fraction, the Liquidation will end.
10.5. Stage 1 (b)
10.5.1. If after Stage 1 (a), the Futures 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 position) on the Futures Account by currency. The Order size is limited to a minimum amount 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.
10.5.2. If clause 10.5.1 brings the Futures Account above the Maintenance Margin Fraction, the Liquidation will end.
10.6. Stage 1 (c)
10.6.1. If after stage 1 (b), the Futures 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 10.5.1 above, of the total Futures Position, continuously with a certain pause gap between Orders, until the Futures Account is brought above the Maintenance Margin Fraction.
10.7. Stage 2
10.7.1. If Stage 1 fails to bring the Futures Account above the Maintenance Margin Fraction, the Futures 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.
10.7.2. Stage 2 (a)
10.7.2.1. Any outstanding Liabilities of the Futures 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.
10.7.3. Stage 2 (b)
10.7.3.1. The Futures 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.
10.7.4. Stage 2 (c)
10.7.4.1. If for any reason and in the event that the VALR Insurance Fund is unable to accept Liabilities in line with Stage 2 (a) and Stage 2 (b), and the Balance remains below the Maintenance Margin Fraction, Auto-Deleveraging shall take place.
10.8. The Account Holder further acknowledges and agrees that:
10.8.1. it shall be liable for all commission and transaction costs relating to a Liquidation;
10.8.2. it shall be liable for any Losses resulting from the Liquidation;
10.8.3. it shall not have any claim with respect to any Unrealised Profit and Loss and shall not be entitled to request the withdrawal of any Unrealised Profit and Loss;
10.8.4. it is the Account Holder’s sole responsibility to monitor the Balance of all Futures Accounts held by the Account Holder, in order to avoid Liquidation;
10.8.5. Liquidation may occur at any time;
10.8.6. any failure to maintain sufficient Collateral in the Account Holder’s Futures Account may lead to Futures positions being liquidated;
10.8.7. AUTO DELEVERAGING OPERATES ON BOTH SIDES OF THE CONTRACT AND ACCORDINGLY, ACCOUNT HOLDERS WHO ARE NOT THE DIRECT SUBJECT OF LIQUIDATION MAY STILL HAVE THEIR POSITIONS BEING SUBJECT TO AUTO DELEVERAGING. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, VALR SHALL IN NO WAY BE LIABLE FOR ANY LOSSES OR PROFIT AND LOSS THAT MAY OCCUR DUE TO THE AUTO DELEVERAGING PROCESS. ACCOUNT HOLDERS HEREBY ACKNOWLEDGE AND ACCEPT THE RISKS ASSOCIATED WITH THE AUTO DELEVERAGING PROCESS.
10.8.8. should the Account Holder’s Futures Account be suspended, blocked, frozen or inaccessible (“Inaccessibility” or “Inaccessible”) for any reason whatsoever (whether temporarily or permanently) (“Frozen Futures Account”):
10.8.8.1. the Account Holder acknowledges that it may not be able to manage its Futures position and as a result may incur significant financial Losses as a result; and
10.8.8.2. Liquidation of the Collateral held in a Frozen Futures 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 Futures Account) during the period of such Inaccessibility if and until access to the Frozen Futures Account is restored to the Account Holder.
10.9. Notwithstanding anything to the contrary as contained in these Futures Terms, VALR may, in its sole discretion, close any open Orders on the Futures Account.
10.10. 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 10 (including by way of an Account Holder not having access to their account due to the direct or indirect block or suspension of a Futures Account or any Inaccessibility).
10.11. Failure of VALR to exercise any or all of its rights under this clause 10 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.
11. ACCOUNT HOLDER’S OBLIGATIONS IN RELATION TO SERVICES
11.1. In utilizing the Futures Trading Services:
11.1.1. The Account Holder shall comply with these Futures Terms, the Terms of Service and any additional terms, policies, procedures or conditions imposed by VALR (Pty) Ltd or the FSP in relation to the Futures Trading Services and the use of the Platform and Website;
11.1.2. The Account Holder shall pay any and all Fees, costs and charges relating to the Futures Trading Services, if applicable, in a timely manner, including any applicable transaction fees;
11.1.3. 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 the Platform as well as the Futures Trading Services;
11.1.4. The Account Holder shall not use the Futures Trading Services to contravene any Applicable Law or regulations, or for any illegal or fraudulent purposes; and
11.1.5. The Account Holder shall provide VALR (Pty) Ltd or the FSP with any information and documentation reasonably requested by VALR (Pty) Ltd or the FSP in writing, in relation to the utilization of the Futures Trading Services.
12. INDEMNITY, WARRANTIES & LIMITATION OF LIABILITY
12.1. THE ACCOUNT HOLDER HEREBY INDEMNIFIES BOTH VALR (PTY) LTD AND THE FSP 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 FUTURES TRADING SERVICES; (II) ANY BREACH OF THESE FUTURES 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.
12.2. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THESE FUTURES TERMS, BOTH VALR (PTY) LTD AND THE FSP 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.
12.3. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THESE FUTURES TERMS, BOTH VALR (PTY) LTD AND THE FSP 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, IMPACT TO PROFIT AND LOSS, AS A RESULT OF ACCESS TO, THE PLATFORM AND THE USE OF THE FUTURES TRADING SERVICES.
12.4. NOTHING IN THESE FUTURES TERMS IS INTENDED TO CREATE ANY ENFORCEMENT RIGHTS BY THIRD PARTIES.
12.5. THE ACCOUNT HOLDER HEREBY ACKNOWLEDGES AND AGREES THAT WHEN UTILIZING THE FUTURES TRADING SERVICES, THEY WILL BE TRANSACTING FOR THEIR OWN ACCOUNT AND ON AN ARM’S-LENGTH BASIS.
12.6. WITHOUT LIMITING THE FOREGOING, BOTH VALR (PTY) LTD AND THE FSP ARE NOT LIABLE TO AN ACCOUNT HOLDER FOR:
12.6.1. THE LACK OF ANY FINANCIAL PROFIT MADE BY ACCOUNT HOLDER THROUGH THE USE OF THE FUTURES TRADING SERVICES;
12.6.2. ANY SITUATION WHERE AN ACCOUNT HOLDER’S MOBILE DEVICE, LOGIN DETAILS AND/OR PASSWORD IS STOLEN AND ANOTHER PERSON SUBSEQUENTLY MAKES USE OF THE FUTURES TRADING SERVICES WITHOUT THE ACCOUNT HOLDER’S CONSENT;
12.6.3. ANY LOSS SUFFERED BY THE ACCOUNT HOLDER RESULTING FROM:
188.8.131.52. A CAUSE OVER WHICH BOTH VALR (PTY) LTD AND THE FSP DO 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;
184.108.40.206. A FUTURES ACCOUNT BEING INACCESSIBLE, SUSPENDED AND/OR BLOCKED UNDER AND IN TERMS OF CLAUSE 10.8.7 ABOVE; AND/OR
220.127.116.11. COLLATERAL CONVERSIONS OR THE LIQUIDATION OR AUTO DELEVERAGING PROCESS OUTLINED IN THESE FUTURES TERMS.
12.6.4. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THESE FUTURES TERMS, PAM SHALL NOT BE LIABLE TO THE ACCOUNT HOLDER FOR ANY CLAIM FOR LOSS, DAMAGE, INJURY, COSTS, EXPENSES, FINES, PUNITIVE DAMAGES OR OTHERWISE IN RELATION TO ACTIVITIES THAT ARE NOT RELATED TO AN INTERMEDIARY SERVICE UNDER PAM’S FINANCIAL SERVICES PROVIDER LICENSE.
12.7. Further, as the Account Holder, you warrant, agree and undertake that:
12.7.1. you have full capacity and authority to accept and agree to the Futures Terms, maintain and/or continue to maintain all Futures Account(s) from time to time opened and/or maintained and/or continued to be maintained with VALR, and to give VALR Orders thereon;
12.7.2. these Futures Terms are and shall remain valid and binding in all respects and enforceable in accordance with all its terms;
12.7.3. you have received, read, understood and accepted that the level(s) of services available to you as described in these Futures Terms will vary depending on whether you are transacting or intending to transact under the Futures Trading Services under the Futures 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 Futures Trading Service;
12.7.4. 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 Futures Account(s), and you shall promptly notify VALR if you become so employed;
12.7.5. 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 Futures Terms;
12.7.6. you understand your rights and duties under these Futures Terms;
12.7.7. unless you specifically notify VALR and VALR agrees, no person other than you has an interest in any Futures Account;
12.7.8. 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 Futures Account and/or any Collateral in any Futures Account;
12.7.9. any Order placed or any other dealings in the Futures 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;
12.7.10. 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 Futures Account;
12.7.11. any person(s) empowered to act on your behalf have been duly authorised;
12.7.12. you have complied and shall comply with all Applicable Law in all jurisdictions relevant to any Futures Account, Contract or service or facility provided or made available by VALR to you;
12.7.13. all information and/or documents provided by or for or to be provided by or for you to VALR (Pty) Ltd or the FSP in relation to any application or pursuant to or under these Futures Terms are true, accurate, complete and not misleading in any and all respects, and nothing has been concealed from VALR (Pty) Ltd or the FSP which may have a material bearing on VALR’s decision to provide or continue to provide any of the services under these Futures Terms;
12.7.14. you shall not knowingly or recklessly permit the use of VALR (Pty) Ltd or the FSP’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;
12.7.15. 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;
12.7.16. 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; and
12.7.17. you shall not be permitted under any circumstances to remove or withdraw any Collateral that is subject to a Contract from VALR’s Platform without the written consent of VALR.
12.8. The above representations, warranties, agreement and undertakings shall be deemed repeated whenever you give Orders to VALR, enter into any Contracts or establish a new Futures Account with VALR.
12.9. A breach of the above representations, warranties shall be deemed a material breach of these Futures Terms.
12.10. In addition and without prejudice to any other right or remedy which VALR may have (under these Futures 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 Futures Terms and the Terms of Service.
13. DISCLAIMER AND RISK DISCLOSURES
13.1. In addition to the risk disclosures, assumption of risks & release of VALR from liability contained in VALR’s Risk Disclosures found here, the Account Holder hereby agrees that:
13.1.1 Cryptocurrency and Futures 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 Futures 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;
13.1.2. The Account Holder, by making use of the Futures 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;
13.1.3. The Account Holder further acknowledges that they have ascertained the full nature and possible outcome of each Contract. At no time shall VALR (Pty) Ltd or the FSP provide advice or make recommendations to the Account Holder in respect of the provision of the Futures Trading Services;
13.1.4. The Futures Trading Services will be performed at prevailing market environments, which are outside of VALR (Pty) Ltd or the FSP’s control and in a constant state of flux. As such, the Account Holder recognises and understands that VALR (Pty) Ltd or the FSP cannot control or guarantee the outcome of a Contract;
13.1.5. Prices are volatile and the price of the eligible Cryptocurrencies may be influenced by many market factors. This may cause the price to fluctuate upwards or downwards. For this reason, Futures Trading can be speculative and highly volatile. It is important that the Account Holder understands the nature and risks involved in Futures Trading before making a decision to use the Futures Trading Service;
13.1.6. Futures trading is not suitable for everyone. The Account Holder should examine its investment objectives, financial resources and risk tolerance to determine whether placing Orders against its Collateral held with VALR is appropriate for the Account Holder. The Account Holder acknowledges that Futures 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 Futures Trading, and the use of Futures 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 Futures trading and agrees that it will in no manner hold VALR (Pty) Ltd or the FSP responsible for Losses incurred by it under or in connection with these Futures Terms and the Terms of Service.
13.1.7. The Account Holder is exposed to counterparty risk, i.e. the risk of the counterparty to any Contract entered into. If the counterparty is not able to make a payment or becomes insolvent, the Account Holder is at risk of losing some or all of their funds.
13.1.8. Perpetual futures by their nature have no expiry date. Such futures can be held or traded for an indefinite amount of time, and payments will continue to be made to, or deducted from, the Account Holder in relation to perpetual futures for as long as the position is held.
13.1.9. The Account Holder’s obligations in respect of Futures may not be the same as those in respect of trading the relevant underlying assets, including regulatory, tax, accounting and reporting requirements. The Account Holder is responsible for assessing their obligations associated with entering into Contracts and seeking any professional advice required as needed prior to making use of the Futures Trading Services.
13.1.10. Access and use of the Platform is provided on an “as is'' and “as available” basis and VALR makes no representation or warranty of any kind, express or implied, with respect to the functionality, operation, content or otherwise of the Platform and does not represent or warrant that the Platform or any part thereof is free from defect, failure or interruption or that they are fit for the Account Holder’s purposes or any particular purpose and, without prejudice to the foregoing, VALR shall not in any event be liable for any system error, faults or failure of the Platform whatsoever and howsoever arising or caused other than by fraud or wilful default of VALR.
13.1.11. Use of the Platform may require compatible hardware or devices, internet access, web browsers or VALR proprietary software, all of which may require periodic updates. The Platform’s performance may be affected by the performance of the aforementioned factors. VALR shall not be liable for any Losses resulting directly or indirectly from network congestion, incompatible devices or hardware, poor or delayed network or versions of software which are not updated.
13.1.12. Malfunctions, delays, failure, hardware damages or software erosion may be some of the technical difficulties which may be encountered by the Account Holder when participating in Futures Trading whilst using the Platform. In no event shall VALR, any of its related companies or affiliates or any of their respective officers, employees, agents, representatives or contractors be liable for any Loss, cost, claim, demand, expense or damage including, without limitation, any Losses or damages which arise directly or indirectly as a result of accessing or using the Platform, even if VALR had been advised of the possibility of the same arising or that the same were reasonably foreseeable.
14.1. These Futures Terms shall be governed by and construed and interpreted in accordance with the laws of South Africa.
14.2. These Futures Terms may be subject to other Applicable Law from time to time. The Account Holder’s relationship with VALR (Pty) Ltd and/or the FSP, the operation of their Futures Account, the provision of the Futures Trading Services and the implementation of any Contract shall be subject at all times to Applicable Law. VALR (Pty) Ltd or the FSP may take or refrain from taking any action whatsoever, and the Account Holder shall comply with, and shall do all things required by VALR (Pty) Ltd or the FSP in order to procure or ensure compliance with Applicable Law. The Account Holder agrees that VALR (Pty) Ltd or the FSP shall not be liable to the Account Holder as a result of any action taken by VALR (Pty) Ltd or the FSP to comply with Applicable Law (including as a result of restricting, suspending or terminating an Account Holder’s Account as well as terminating any of the Account Holder’s quotes, positions or pending transactions).
14.3. Each of the provisions of these Futures 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 Futures Terms.
14.4. 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 Futures Terms, other than with the express prior written consent of the other Party.
14.5. The Account Holder hereby agrees that, except as otherwise provided in these Futures Terms, and all provisions of the Terms of Service are hereby incorporated into these Futures 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.
14.6. The Account Holder acknowledges that they have entered into these Futures Terms voluntarily.
14.7. The Account Holder hereby agrees that these Futures 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 Futures Terms.