These Tokenised Stocks Terms of Service (“Tokenised Stocks Terms”) are effective as of: 31 October 2025 (“Effective Date”)
Please read these Tokenised Stocks Terms carefully before proceeding to utilise VALR’s tokenised stocks trading services (“Tokenised Stocks 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”, "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. Any reference to “you” shall refer to the Account Holder that utilises VALR’s products or services.
1.2. These Tokenised Stocks Terms are an addendum to, and are incorporated within, VALR’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. 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 Tokenised Stocks Trading Services. Accordingly, the Tokenised Stocks Trading Services (or aspects thereof) may not be available or may be restricted in certain jurisdictions or regions or to certain Account Holders. The onus remains on the Account Holder to ensure that they are compliant with Applicable Laws in their respective jurisdictions and 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 Tokenised Stocks Trading Services in each country from which the Platform and the Tokenised Stocks Trading Services are accessed by the Account Holder or on the Account Holder’s behalf. VALR reserves the right to implement and update technical and operational measures, including geo-blocking and IP restrictions, to enforce jurisdictional limitations and ensure compliance with Applicable Laws in various regions.
1.4. In the event of any inconsistencies between these Tokenised Stocks Terms and the Terms of Service, the Terms of Service shall prevail.
1.5. These Tokenised Stocks Terms, including any document incorporated by reference herein, apply to any Account Holder utilising the Tokenised Stocks Trading Services.
1.6. Accessing and/or use of the Tokenised Stocks 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 Tokenised Stocks 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.
1.7. The acceptance of these Tokenised Stocks Terms by the Account Holder is a prerequisite for the use of the Tokenised Stocks Trading Services.
1.8. VALR may, at its sole discretion, change, modify or update any of these Tokenised Stocks Terms at any time. It is and remains the Account Holder’s responsibility to check these Tokenised Stocks Terms and ensure that it is aware of and satisfied with any such changes.
IMPORTANT NOTE
xStocks (as defined below) and tokenised stocks do not represent actual ownership of the underlying stocks, and holding xStocks does not entitle you to any dividend or distribution rights, interest, voting rights, redemption rights, shareholder privileges, rights offerings or any legal claims to the company shares or any residual assets in the event of the underlying company’s liquidation.
Trading xStocks and tokenised stocks involves risks, including potential price deviations from stock prices due to market conditions, liquidity, pricing mechanisms, or issuer adjustments. Trading or investing in crypto assets (including tokenised stocks) is risky and may result in the loss of capital as the value may fluctuate.
Please refer to the risk disclosures in these Tokenised Stocks Terms as well as VALR’s full set of risk disclosures found here: https://support.valr.com/hc/en-us/articles/9451988673308-Risk-Disclosures
You acknowledge, represent, warrant and agree that, prior to utilising the Tokenised Stocks Trading Services on the Platform, you will have read these Tokenised Stocks Terms, the Terms of Service, understand the risks involved and have determined that purchasing and selling Cryptocurrencies (including xStocks) is appropriate for you.
2. DEFINITIONS
2.1. The below-mentioned definitions apply to these Tokenised Stocks Terms. Capitalised terms not defined herein shall bear the meaning contained in the Terms of Service:
2.1.1. “Account Holder” means the person and/or entity holding a VALR Account on the Platform;
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 is subject to, or otherwise);
2.1.3. “Business Day” shall mean any day other than a Saturday, Sunday or official public holiday within the Republic of South Africa;
2.1.4. “Loss” 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;
2.1.5. “Party” or “Parties” shall mean the Account Holder and/or VALR as the context requires;
2.1.6. “Platform” means the online VALR Platform on which the VALR Tokenised Stocks Trading Services are rendered;
2.1.7. “Tokenised Stocks” or “tokenised stocks” means a Cryptocurrency token that provides pricing exposure to a traditional stock on a blockchain. This definition includes xStocks;
2.1.8. “VALR Account” means the VALR Account with the corresponding profile, opened on the Platform by an Account Holder;
2.1.9. “Website” means 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 (API); and
2.1.10. “xStocks” means a line of tokenised stocks or equities and ETFs launched and tokenised by Backed Finance, providing compliant, 1:1-backed tokenised equities available across multiple exchanges and blockchain ecosystems. For more information, visit https://xstocks.com.
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 rule of construction that these Tokenised Stocks Terms shall be interpreted against the Party responsible for the drafting of these Tokenised Stocks 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 effected by an Account Holder by using the Tokenised Stocks 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 (including any xStocks or Tokenised Stocks) for trading by any Account Holder. Account Holders should seek independent professional advice before making any investment decisions.
3.2. VALR does not act on behalf of the Account Holder in any form and VALR only provides access to the Tokenised Stocks Trading Services. These Tokenised Stocks 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 Tokenised Stocks Trading Services.
3.4. VALR is not the issuer of xStocks and merely provides a platform for willing buyers and sellers to trade xStocks as per any other Cryptocurrency on VALR’s platform. xStocks are issued by Backed Assets (JE) Limited (a Jersey private limited company) (the “Issuer”). You acknowledge and agree that it is your responsibility to review and understand the structure of, and the rights attaching to, a particular Tokenised Stocks, as disclosed by the Issuer.
4. ACCESSIBILITY TO TOKENISED STOCKS TRADING SERVICES
4.1. VALR shall provide certain Account Holders who meet certain pre-defined criteria (at VALR’s sole discretion) with access to VALR’s Tokenised Stocks Trading Services.
4.2. The Account Holder hereby acknowledges and agrees that the Account Holder will only be eligible to use the Tokenised Stocks Trading Services upon the acceptance of these Tokenised Stocks Terms and VALR’s Risk Disclosures.
4.3. As per clause 1.3 above, the Account Holder acknowledges that jurisdictional restrictions may apply and that there are legal requirements in various countries which may restrict the products and services that VALR can lawfully provide as part of the Tokenised Stocks Trading Services. Accordingly, the Tokenised Stocks Trading Services (or aspects thereof) may not be available or may be restricted in certain jurisdictions or regions or to certain Account Holders.
5. ACCOUNT HOLDER’S OBLIGATIONS IN RELATION TO THE TOKENISED STOCKS TRADING SERVICES
5.1. In utilising the Tokenised Stocks Trading Services:
5.1.1. The Account Holder shall comply with these Tokenised Stocks Terms, the Terms of Service and any additional terms, policies, procedures or conditions imposed and/or as amended by VALR in relation to the Tokenised Stocks Trading Services and the use of the Platform and Website;
5.1.2. As per clause 7 below, the Account Holder shall pay any and all fees, costs and charges (“Fees”) relating to the Tokenised Stocks Trading Services, if applicable, in a timely manner, including any applicable transaction fees;
5.1.3. The Account Holder acknowledges and agrees that they are responsible for all actions performed under their VALR Account when accessing or using the Tokenised Stocks Trading Services, whether or not such actions were authorised by the Account Holder;
5.1.4. The Account Holder shall comply with, and remain solely responsible for compliance with, any and all Applicable Laws within South Africa (including exchange control regulations and any tax reporting requirements imposed on the Account Holder including but not limited to income tax, capital gains tax or Value Added Tax returns) when utilising the Platform as well as the Tokenised Stocks Trading Services;
5.1.5. The Account Holder shall not use the Tokenised Stocks Trading Services to contravene or circumvent any Applicable Law, or for any illegal or fraudulent purposes; and
5.1.6. It shall provide VALR with any information and documentation reasonably requested by VALR in writing, in relation to the utilisation of the Tokenised Stocks Trading Services.
6. TOKENISED STOCKS
6.1. As stated above, Tokenised Stocks (including xStocks) are Cryptocurrency tokens that aim to provide pricing exposure to a traditional stock or equity, on a blockchain. Tokenised Stocks (including xStocks) are not traditional securities.
6.2. Importantly, Tokenised Stocks (including xStocks) do not represent actual ownership of the underlying stocks, and holding xStocks does not entitle you to any dividend or distribution rights, interest, voting rights, redemption rights, shareholder privileges, rights offerings or any legal claims to the company shares or any residual assets in the event of the underlying company’s liquidation. A purchase of Tokenised Stocks (including xStocks) does not entitle holders to receive any information from the respective issuer or sponsor of the underlying equity.
6.3. Tokenised Stocks (including xStocks) cannot be redeemed for the underlying stock, as Account Holders do not have any ownership rights in the same.
6.4. Holding Tokenised Stocks (including xStocks) does not entitle, or give the Account Holder a right, to any dividends or shareholder distributions. In the event that a dividend is paid out in relation to an underlying stock, the issuer of the Tokenised Stocks (including xStocks) may rebase the supply through a number of different mechanisms, including by issuing additional tokens to token holders (akin to an airdrop), or by reinvesting into additional underlying stocks which may result in an increase in the balance of an Account Holder. VALR may distribute these tokens to token holders or action this rebasement, however, this will be done on a best efforts basis only. VALR does not guarantee any treatment of dividends or distributions and further does not guarantee that any additional issuance by the issuer of Tokenised Stocks (including xStocks) will be distributed to Account Holders and VALR shall not be liable for any Loss, non-issuance or non-distribution of any additional tokens or value rebasement. The Account Holder acknowledges the following:
6.4.1. The amount or timing of any such reinvestment may be influenced by factors including but not limited to applicable withholding tax obligations, custodial and operational processing time or delays, and/or any amendments to relevant Applicable Law.
6.4.2. The amount or adjustment attributable to each Tokenised Stock (including xStocks) will be calculated in accordance with a formula or methodology set by the Issuer from time to time (“Dividend Calculation Formula”).
6.4.3. Instead of issuing additional tokens or distributing separate assets, the Issuer may implement such dividend or value adjustments through updates to internal parameters or other mechanisms within the token contract, in accordance with the applicable Dividend Calculation Formula. The number of Tokenised Stocks (including xStocks) held by an Account Holder may remain unchanged, but their adjusted value or balance may vary to reflect the dividend distribution.
6.4.4. The Issuer, and not VALR, is solely responsible for determining the timing, rate, and implementation of such adjustments, and VALR may update its Platform to reflect these changes once communicated by the Issuer. VALR may, at its discretion and in accordance with the applicable Dividend Calculation Formula, reflect any dividend entitlement or adjustment as well as the applicable Dividend Calculation Formula on the Platform.
6.4.5. Eligibility for dividend payments is determined by the Issuer, and not VALR. The Issuer reserves full discretion to determine and apply the relevant dividend date and Dividend Calculation Formula.
6.5. While VALR allows Tokenised Stocks (including xStocks) to be traded 24/7, VALR may impose specific trading hours or suspend trading for any reason, in VALR’s sole discretion, including but not limited to, maintenance, liquidity or market volatility.
6.6. VALR reserves the right to delist any Tokenised Stocks (including xStocks) at any time, with or without prior notice, at VALR’s sole discretion. VALR shall not be liable for any Loss that arises as a result of any delisting or unavailability of the Tokenised Stocks (including xStocks).
6.7. The Tokenised Stocks Trading Services do not constitute an offering of securities or an investment in securities as defined under Applicable Laws. The Tokenised Stocks and xStocks offered on the Platform are Cryptocurrency tokens that aim to track the price of underlying assets and do not confer any ownership or legal rights in those underlying assets.
6.8. Tokenised Stocks (including xStocks) are not guaranteed by VALR or the Issuer, and their value may fluctuate significantly. You acknowledge that the product remains experimental, and that the functionality or continued existence of xStocks may depend on the performance and maintenance of underlying blockchain protocols that may be subject to modification or malfunction.
6.9. Balance representation and wallet discrepancies. Balances for Tokenised Stocks (including xStocks) are recorded and maintained on the blockchain. However, due to differences in how wallets and blockchain explorers interpret token metadata (e.g., decimals, indexing, or sync delays), displayed balances in some blockchain explorers or non-integrated wallets may not accurately reflect your true economic entitlement. VALR’s Platform shall constitute the record of ownership and transactions for any Tokenised Stocks (including xStocks) purchased on the Platform.
7. FEES AND CHARGES
7.1. The Account Holder agrees to pay all fees, commissions, interest, charges and rates associated with your use of the Tokenised Stocks Trading Service, including trading fees, deposit fees, and withdrawal fees, as published on the VALR website or Platform. It is the Account Holder’s responsibility to ensure that they are aware of current applicable fees, commissions, interest, charges and rates.
7.2. Fees are subject to change at VALR's sole discretion. Any changes will be communicated to the Account Holder in advance.
7.3. The Account Holder acknowledges that additional fees may be charged by third-party providers (e.g., network fees for blockchain transactions).
8. TERMINATION
8.1. VALR may, in its absolute and sole discretion, immediately discontinue, suspend, terminate or cancel the whole or any portion of the Tokenised Stocks Trading Services being provided to an Account Holder, WITH NO LIABILITY TO AN ACCOUNT HOLDER OR ANY THIRD PARTY.
8.2. In addition to the circumstances outlined in clause 21 of VALR’s Terms of Service, VALR reserves the right to restrict, suspend or terminate an Account Holder’s VALR 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:
8.2.1. If the Account Holder commits a breach of these Tokenised Stocks Terms or the Terms of Service;
8.2.2. Any event or circumstance that, in VALR’s reasonable opinion, threatens the security, integrity, or reputation of the Platform or Tokenised Stocks Trading Services; and/or
8.2.3. If it is or becomes unlawful for VALR to provide the Tokenised Stocks Trading Services or if it becomes unlawful for the Account Holder to perform any of the obligations or undertakings under these Tokenised Stocks Terms.
9. INDEMNITY, WARRANTIES & LIMITATION OF LIABILITY
9.1. 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 TOKENISED STOCKS TRADING SERVICES; (II) ANY BREACH OF THESE TOKENISED STOCKS TERMS; (III) 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; (IV) ANY ACTIONS OR OMISSIONS OF THE ISSUER, CUSTODIAN OR ANY THIRD PARTY INVOLVED IN THE ISSUANCE OR CUSTODY OF THE TOKENISED STOCKS OR XSTOCKS; OR (V) ANY REGULATORY FINES, PENALTIES, OR ENFORCEMENT ACTIONS INCURRED BY VALR AS A DIRECT OR INDIRECT RESULT OF THE ACCOUNT HOLDER'S BREACH OF THESE TOKENISED STOCKS TERMS OR APPLICABLE LAW.
9.2. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THESE TOKENISED STOCKS 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.
9.3. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THESE TOKENISED STOCKS 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, OR IMPACT TO PROFIT AND LOSS, AS A RESULT OF ACCESS TO, THE PLATFORM AND THE USE OF THE TOKENISED STOCKS TRADING SERVICES.
9.4. NOTHING IN THESE TOKENISED STOCKS TERMS IS INTENDED TO CREATE ANY ENFORCEMENT RIGHTS BY THIRD PARTIES.
9.5. THE ACCOUNT HOLDER HEREBY ACKNOWLEDGES AND AGREES THAT WHEN UTILISING THE TOKENISED STOCKS TRADING SERVICES, THEY WILL BE TRANSACTING FOR THEIR OWN ACCOUNT AND ON AN ARM’S-LENGTH BASIS.
9.6. WITHOUT LIMITING THE FOREGOING, VALR IS NOT LIABLE TO AN ACCOUNT HOLDER FOR:
9.6.1. THE LACK OF ANY FINANCIAL PROFIT MADE BY ACCOUNT HOLDER THROUGH THE USE OF THE TOKENISED STOCKS TRADING SERVICES;
9.6.2. ANY SITUATION WHERE AN ACCOUNT HOLDER’S MOBILE DEVICE, LOGIN DETAILS AND/OR PASSWORD IS STOLEN AND ANOTHER PERSON SUBSEQUENTLY MAKES USE OF THE TOKENISED STOCKS TRADING SERVICES WITHOUT THE ACCOUNT HOLDER’S CONSENT;
9.6.3. ANY LOSS SUFFERED BY THE ACCOUNT HOLDER RESULTING FROM:
9.6.3.1. 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
9.6.3.2. A VALR ACCOUNT BEING INACCESSIBLE, SUSPENDED AND/OR BLOCKED UNDER AND IN TERMS OF THESE TOKENISED STOCKS TERMS.
9.7. Further, as the Account Holder, you warrant, agree and undertake that:
9.7.1. you have full capacity and authority to accept and agree to the Tokenised Stocks Terms, maintain and/or continue to maintain your VALR Account;
9.7.2. these Tokenised Stocks Terms are and shall remain valid and binding in all respects and enforceable in accordance with all its terms;
9.7.3. you have read, understood and accepted that the level(s) of services available to you as described in these Tokenised Stocks Terms will vary depending on a number of factors. You further and specifically confirm that you accept the conditions and limitations for each and every service available to you in connection with the Tokenised Stocks Trading Service;
9.7.4. 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 (and xStocks) traded under your VALR Account, and you shall promptly notify VALR if you become so employed;
9.7.5. 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 Tokenised Stocks Terms;
9.7.6. you understand your rights and obligations under these Tokenised Stocks Terms;
9.7.7. unless you specifically notify VALR and VALR agrees, no person other than you has an interest in your VALR Account and when utilising the Tokenised Stocks Trading Services, you will be transacting for your own account and on an arm’s-length basis;
9.7.8. 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 your VALR Account;
9.7.9. any order placed or any other dealings in relation to the Tokenised Stocks Trading Services is solely and exclusively based on your own judgment and after your own independent appraisal and investigation into the risk associated with same and your own independent determination of the Tokenised Stocks Trading Services being specifically suitable for you based on your own assessment of your financial resources, ability and willingness to take relevant risks and financial objectives;
9.7.10. any person(s) empowered to act on your behalf have been duly authorised;
9.7.11. you have complied and shall comply with all Applicable Law in all jurisdictions relevant to your VALR Account or service or facility provided or made available by VALR to you;
9.7.12. 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 Tokenised Stocks 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 Tokenised Stocks Terms;
9.7.13. you shall not knowingly or recklessly permit the use of VALR 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;
9.7.14. 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;
9.7.15. prior to investing in Tokenised Stocks, you will have read VALR’s Risk Disclosures, and you understand the risks involved in investing in Tokenised Stocks. Specifically, you warrant that you have read clause 10 (Disclaimer and Risk Disclosures) below and that you have understood the rights associated with Tokenised Stocks and have satisfied yourself that investing in Tokenised Stocks is suitable for you and aligns with your personal risk tolerance;
9.7.16. you are solely responsible for your investment in Tokenised Stocks (including xStocks). VALR makes no representations, warranties, or guarantees regarding the performance of any Tokenised Stocks (including xStocks), including whether they will meet your performance expectations of the underlying stocks. You acknowledge that the market price of a Tokenised Stocks (including xStocks) may differ from the market value of the underlying equity due to factors such as liquidity, demand, or custodial limitations; and
9.7.17. in connection with investing in Tokenised Stocks (including xStocks), you hereby agree, represent and warrant that you will not: use Tokenised Stocks (including xStocks) in violation of any Applicable Laws.
9.8. The above representations, warranties, agreement and undertakings shall be deemed repeated whenever you access the Tokenised Stocks Trading Services or Platform.
9.9. A breach of the above representations, warranties shall be deemed a material breach of these Tokenised Stocks Terms.
9.10. In addition and without prejudice to any other right or remedy which VALR may have, (under these Tokenised Stocks 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 or howsoever otherwise suffered and/or incurred by you under or in connection with these Tokenised Stocks Terms and the Terms of Service.
10. DISCLAIMER AND RISK DISCLOSURES
10.1. In addition to the risk disclosures, assumption of risks & the release of VALR from liability contained in these Tokenised Stocks Terms and VALR’s Risk Disclosures found here, the Account Holder hereby agrees that trading Cryptocurrency and Tokenised Stocks (including xStocks) is inherently risky and acknowledges, understands and accepts the risks set out herein. Risks include, but are not limited to, the following:
General Trading, Liquidity, Volatility and Market Risk
10.1.1 Cryptocurrency and Tokenised Stocks trading is inherently high-risk and may result in Loss (including total Loss) being suffered by the Account Holder. The Account Holder in making use of the Tokenised Stocks Trading Services confirms that they recognise these risks and accept that they bear the onus to consider its objectives, financial situation, risk tolerance, needs and investment experience.
10.1.2. The Account Holder, by making use of the Tokenised Stocks 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 (including xStocks) or trade, or alternatively access to the required knowledge relating to Cryptocurrency (and xStocks) to do so. The Account Holder acknowledges that past performance is not indicative of future returns.
10.1.3. The Account Holder further acknowledges that they understand the full nature and possible outcome of each transaction or trade on VALR’s Platform. At no time shall VALR be regarded as providing investment advice or recommendations to the Account Holder in respect of the provision of the Tokenised Stocks Trading Services and none of the information on our website or any of our correspondence with you should be interpreted as such.
10.1.4. The Tokenised Stocks Trading Services will be offered in line with prevailing market conditions, 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 or trade.
10.1.5. Prices are volatile and the price of the Tokenised Stocks may be influenced by many market factors. This may cause the price to fluctuate upwards or downwards significantly. For this reason, participating in Tokenised Stocks trading can be speculative and highly volatile. It is important that the Account Holder understands the nature and risks involved in Tokenised Stocks trading before making a decision to use the Tokenised Stocks Trading Service.
10.1.6. Trading in Cryptocurrency (including Tokenised Stocks) is not suitable for everyone. The Account Holder should examine its investment objectives, financial resources and risk tolerance to determine whether placing orders on the Platform is appropriate for the Account Holder. The Account Holder further understands and accepts the significant risks associated with the use of the Tokenised Stocks Trading Services 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 Cryptocurrency and Tokenised Stocks trading and agrees that it will in no manner hold VALR responsible for Losses incurred by it under or in connection with these Tokenised Stocks Terms and the Terms of Service.
10.1.7. Cryptocurrency and Tokenised Stocks may have limited liquidity, and the Account Holder acknowledges and understands that there is risk that a Tokenised Stock may not be able to be bought or sold at a desired price due to insufficient supply or demand potentially leading to Loss.
Technological, Operational and Platform Risk
10.1.8. The Account Holder acknowledges that the Tokenised Stocks Trading Services may be subject to platform-specific limitations or delistings, and VALR may suspend or discontinue any Tokenised Stock without prior notice in response to regulatory, operational, or counterparty risks.
10.1.9. Access to 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 by VALR.
10.1.10. 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.
10.1.11. Technical difficulties, including but not limited to malfunctions, delays, failure, hardware damages, unscheduled downtime, matching system failure, database failure, transfer or storage failure or software degradation, may be encountered by the Account Holder when participating in Tokenised Stocks 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.
10.1.12. Cryptocurrencies (including Tokenised Stocks) rely on blockchain technology in order to operate. The Account Holder acknowledges that associated risks with blockchain technology which could result in Loss include network instability, congestion, security vulnerabilities, bugs in smart contract code, forks, or other technological failures that could impact the integrity, transferability, or value of the Cryptocurrencies.
Tokenised Stocks Risk
10.1.13. Importantly, the Account Holder acknowledges, understands and agrees that Tokenised Stocks (including xStocks) do not represent actual ownership of the underlying stocks, and holding xStocks does not entitle you to any dividend or distribution rights, interest, voting rights, redemption rights, shareholder privileges, rights offerings or any legal claims to the company shares or any residual assets in the event of the underlying company’s liquidation. A purchase of Tokenised Stocks (including xStocks) does not entitle holders to receive any information from the respective issuer or sponsor of the underlying equity.
10.1.14. Tokenised Stocks (including xStocks) are designed to track the price of underlying equities, however, the price on VALR may differ materially from the underlying equity price from time to time. This may be due to several reasons including, but not limited to, the following:
10.1.14.1. Availability: Unlike traditional markets, Tokenised Stocks (including xStocks) can be traded on VALR 24/7, subject to liquidity, system availability, downtime (scheduled or unscheduled), maintenance and for any other reason set forth in these Tokenised Stocks Terms. This means price movements may occur during off-market hours for the underlying asset, leading to differences in pricing;
10.1.14.2. Liquidity: Low trading volume for a particular Tokenised Stocks (including xStocks) token can lead to price deviations;
10.1.14.3. Dividends: Dividend treatment may vary between token types and is not guaranteed. Dividend calculations depend on Issuer data, on-chain mechanisms and blockchain performance. Delays, rounding discrepancies or errors may occur. You acknowledge and agree that it is your responsibility to read the relevant disclosures, including the Risk Disclosures, for the relevant Tokenised Stocks that you intend to purchase;
10.1.14.4. Market Disruptions and Corporate Actions: If the underlying stock is halted or suspended on traditional exchanges, Tokenised Stocks (including xStocks) may still be traded on VALR. This may result in a divergence between the price of the halted stock and the Tokenised Stocks (including xStocks) token that is still being traded. Further, there are circumstances when a corporate action may take place in relation to the underlying stock which will result in a material divergence in the price of the Tokenised Stocks (including xStocks); and
10.1.14.5. Extreme Market Conditions: During "black swan" events, major geopolitical shocks, or market crashes, rapid and significant price movements can cause significant divergence from the underlying price.
10.1.15. The return on Tokenised Stocks (including xStocks) will not be identical to the potential return generated by directly holding the underlying stock or shares of the same companies during the same period due to a number of factors, including but not limited to, network fees and market dynamics of supply and demand.
10.1.16. Tokenised Stocks Trading Services may be restricted, suspended or terminated due to a regulatory request or directive. The Account Holder agrees that VALR shall not be liable to the Account Holder as a result of any action taken by VALR to comply with such a request, directive or any Applicable Law (including as a result of restricting, suspending or terminating an Account Holder’s VALR Account as well as terminating any of the Account Holder’s quotes, positions or pending transactions).
10.1.17. The Account Holder’s obligations in respect of Tokenised Stocks may not be the same as those in respect of trading the relevant underlying stocks, including regulatory, tax, accounting and reporting requirements. The Account Holder is responsible for assessing their obligations associated with trading in Tokenised Stocks and seeking any professional advice required as needed prior to making use of the Tokenised Stocks Trading Services. You are solely responsible for determining your tax obligations arising from your trading activities and for reporting and paying all applicable taxes. VALR does not provide tax advice.
10.1.18. For further information, please see the Prospectus and related terms for xStocks in particular at https://assets.backed.fi/legal-documentation.
Credit and Counterparty Risk
10.1.19. VALR is not the issuer of any Tokenised Stocks (including xStocks) or custodian of any underlying equities. Accordingly, the Account Holder faces counter-party risk in the financial standing, credit-worthiness, solvency and operations of the issuer and the custodian. These risks exist irrespective of the performance of the underlying companies’ equity. An Account Holder may face the Loss of any Tokenised Stocks (including xStocks) due to this risk.
11. GENERAL
11.1. These Tokenised Stocks Terms shall be governed by and construed and interpreted in accordance with the laws of the Republic of South Africa.
11.2. These Tokenised Stocks Terms may, from time to time, be subject to changes in or the application of Applicable Law. The Account Holder’s relationship with VALR, the operation of their VALR Account and the provision of the Tokenised Stocks Trading Services shall be subject at all times to Applicable Law. VALR may take any action whatsoever, and the Account Holder shall comply with, and shall do all things required by VALR in order to procure or ensure compliance with Applicable Law. The Account Holder agrees that VALR shall not be liable to the Account Holder as a result of any action taken by VALR to comply with Applicable Law (including as a result of restricting, suspending or terminating an Account Holder’s VALR Account as well as terminating any of the Account Holder’s quotes, positions or pending transactions).
11.3. Each of the provisions of these Tokenised Stocks 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 Tokenised Stocks Terms.
11.4. 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 Tokenised Stocks Terms, other than with the express prior written consent of the other Party.
11.5. The Account Holder hereby agrees that, except as otherwise provided herein, all provisions of the Terms of Service are incorporated by reference into these Tokenised Stocks Terms, including but not limited to, warranties, limitations of liability, disclaimers, indemnities, unacceptable use or conduct, compliance with laws, copyright violations, intellectual property, confidentiality, domicilium, risk disclosures, governing law and jurisdiction, disputes, severability, assignment and force majeure.
11.6. The Account Holder acknowledges that they have entered into these Tokenised Stocks Terms voluntarily.
11.7. The Account Holder hereby agrees that these Tokenised Stocks 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 Tokenised Stocks Terms.
11.8. In the event that these Tokenised Stocks Terms are translated into a language other than English, the Account Holder acknowledges and agrees that such translation is provided for your convenience only and that in the event of any inconsistency or conflict between the English version of these Tokenised Stocks Terms and any translation, the English version shall prevail.
Trading or investing in crypto assets (including tokenised stocks or XStocks) is risky and may result in the loss of capital as the value may fluctuate. VALR (Pty) Ltd is a licensed financial services provider (FSP #53308).