These terms of service are effective as of: 1 November 2020 ("Effective Date”)
Please read these terms of service ("Terms") carefully before making use of the arbitrage services. The account holder's continued use of the arbitrage services indicates that the account holder has both read and accepted these terms which limit the risk or liability of VALR. constitute an assumption of risk or liability by the account holder, and impose an obligation by the account holder to indemnify VALR. Unfortunately, the arbitrage services may not be utilized if these terms are not accepted.
1. INTRODUCTION
1.1 By agreeing to these Terms, the Account Holder also acknowledges that they have read through, understand and agree to be bound by the general VALR Terms of Service located here: https://support.valr.com/hc/en-us/articles/360019021931-Terms-of-Service. (“General Terms of Service”). The General Terms of Service shall operate in addition to these Terms, and shall be incorporated herein by reference. Should there exist any conflict between the General Terms of Service and these Terms, these Terms shall take preference insofar as the conflict pertains to the Arbitrage Services. In all other conflicts, the General Terms of Service shall take preference.
1.2 The VALR website https://www.valr.com (“the Website”), is made available, and owned by VALR (Pty) Ltd t/a VALR (bearing 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.
1.3 It is important to note that the terms “Account Holder”, "User", “you" and “your” and “its” are used interchangeably in these Terms and refer to all persons accessing the Website or using the Arbitrage Services for any reason whatsoever.
1.4 VALR through our Platform provides a software service, including but not limited to, the purchasing and selling of cryptocurrencies (cryptocurrency arbitrage) enabling the Account Holder to profit from value differences between both international and local cryptocurrency exchanges.
1.5 These Terms govern the relationship between the Account Holder and VALR in respect of the Arbitrage Services provided by VALR.
1.6 VALR reserves the right to terminate or update these Terms and/or any Arbitrage Services associated therewith to the Account Holder with immediate effect and may further withhold access to the Arbitrage Services or cease offering same or any part thereof at any time or for any reason.
1.7 Any amended or updated Terms will come into effect once uploaded onto the Website. The Account Holder’s continued use of the Website shall be deemed as an acceptance by the Account Holder of the amended Terms. In the event that the Account Holder does not agree to the amendments the only option will be for the Account Holder not to proceed any further on the Website or make use of the Arbitrage Services. The onus shall rest on the Account Holder to remain familiar with the Terms at all times.
1.8 Any unauthorised use of the Website and/or Arbitrage Services could give rise to a claim for damages and/or be deemed a criminal offence.
2. DEFINITIONS
2.1 The following definitions apply to these Terms:
2.1.1 “Account Holder” shall mean the person and/or entity making using of the Arbitrage Services;
2.1.2 “Arbitrage Services” shall mean those arbitrage services as set out in clause 9 below.
2.1.3 “Banking Account” shall mean the account opened on behalf of the Account Holder by the Intermediatory;
2.1.4 “Intermediatory” shall mean the forex intermediary appointed by VALR on behalf of the Account Holder;
2.1.5 “Platform” shall mean the online platform on which the Arbitrage Services are rendered, which are situated on the Website;
2.1.6 “Profit Share” shall mean the percentage of the arbitrage profit retained by VALR in the performing of the Arbitrage Services as set out in clause 10.1 below, which shall exclude any VAT or other taxes that VALR is required by law to charge and/or retain; and
2.1.7 “VAT” shall mean value added tax.
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.
3. VALR’S FUNCTIONS
3.1 VALR is not a financial services provider and accordingly is not regulated by the South African Financial Services Board (or its replacements) nor under the rules of the Financial Advisory and Intermediary Arbitrage Services Act, 37 of 2002 nor the Financial Sector Regulation Act, 9 of 2017.
3.2 VALR does not function as a regulated financial service provider, an advisory service, a banking service or a payment provider service. As such no Arbitrage Services provided by VALR are subject to oversight or regulation by any regulatory authority in South Africa, other than those concerning general consumer rights.
3.3 VALR does not provide any regulated payment services and is therefore not subject to the National Payment System Act, 78 of 1998.
3.4 VALR does not provide money transmission, money transfer or payments services in connection with the Arbitrage Services.
3.5 VALR does not take monetary deposits nor investments from any User, but rather facilitates Users’ access to third parties and platforms as the Account Holder’s limited intermediary to trade various unregulated cryptocurrencies on the Account Holder’s behalf as the Account Holder has instructed herein. As such, VALR is not a bank nor deposit-taking institution but is strictly a provider of limited intermediary and software services.
4. RELATIONSHIP BETWEEN VALR AND THE ACCOUNT HOLDER
4.1 In the provision of the Arbitrage Services, VALR is not assuming the role of an agent, advisory, representative or broker. As such, the Account Holder, at its own election and through its own knowledge assumes the risk of the use of the Website and the Arbitrage Services.
4.2 VALR, for the duration of the Arbitrage Services only is instructed by the Account Holder to act on its behalf through an Intermediary, trading the Account Holder’s funds for and on behalf of the Account Holder on cryptocurrency exchanges. This relationship between the Account Holder and VALR shall cease immediately once the Arbitrage Services are terminated, for any reason whatsoever.
4.3 VALR does not provide financial advice to Account Holders and it is suggested that the advice of a qualified person within the financial or accounting sector is obtained by the Account Holder prior to the Arbitrage Services being utilised.
5. REGISTRATION PROCESS
5.1 Without having completed the registration process as found on the Website, an Account Holder will not be able to avail itself of the Arbitrage Services.
5.2 VALR shall assign 1 (one) profile to the Account Holder. This is the profile that VALR will make use of relating to the transactions authorised by them.
5.3 The Account Holder agrees that the personal information required for the registration process shall be true, correct and where applicable, current. In this regard, the Account Holder is requested to view VALR’s Privacy Policy located here: https://support.valr.com/hc/en-us/articles/360018715132-Privacy-Policy. Such Privacy Policy shall operate in addition to these Terms.
5.4 The Account Holder in submitting the personal information confirms that it is the person making use of the Arbitrage Services, and shall take responsibility for all actions relating thereto.
5.5 The Account Holder undertakes to update such personal information as soon as possible after a change in same.
5.6 The Account Holder agrees that VALR may be required to share the personal information with an Intermediary, which Intermediary will send relevant documentation to the Account Holder for signature. This document will grant permission to the Intermediary’s authorised banking partner to open a Banking Account in the Account Holder’s name.
5.7 The Account Holder shall, where applicable, and in the event of a third party service provider’s or Intermediary’s services being subject to such service providers own terms and conditions, ensure that it both understands and agrees to be bound thereto.
6. TRADING RISKS
6.1 Cryptocurrency and foreign currency trading is by its nature recognised as being high risk. VALR provides a capital guarantee on the initial capital deposited into the Banking Account for use in the Arbitrage Services by the Account Holder, provided that the Account Holder is not in breach of any South African laws or regulations which may affect the Arbitrage Services. Such laws include, but are not limited to, Exchange Control Regulations and limits in terms of the Currency and Exchanges Act 9 of 1933 such as the Single Discretionary Allowance (SDA) and/or the Foreign Investment Allowance (FIA). Any breach of these laws and regulations may result in the reversal of some or all of the trades executed for the Arbitrage Services which may result in capital loss for the Account Holder. The Account Holder in making use of the Arbitrage Services confirms that they recognise these risks and accept that they are within their SDA and/or FIA allowances before trading commences and that they bear the onus to consider their objectives, financial situation, needs and investment experience.
6.2 Cryptocurrencies and the trade in, as well as the possession of cryptocurrency is not regulated by South African regulators or laws. As such, the Account Holder accepts that it cannot approach a regulator for relief in the event of a loss being suffered.
6.3 The Account Holder, by making use of the Arbitrage Services confirms that it has the required knowledge, alternatively access to the required knowledge relating to cryptocurrency to do so. The Account Holder further acknowledges that they, or a third party instructed by them have ascertained the full nature and possible outcome of each transaction. At no time shall VALR provide advice or make recommendations to the Account Holder in respect of the provision of the Arbitrage Services.
6.4 The Arbitrage Services will be performed at prevailing market environments, which are outside of VALR’s control and in a constant state of flux. As such, the Account Holder recognises and understands that VALR cannot control or guarantee the outcome of a transaction.
7. INTELLECTUAL PROPERTY
7.1 VALR grants the Account Holder a non-transferrable, non-exclusive, non-sublicensable and revocable license intended for fair use of the Arbitrage Services.
7.2 An Account Holder is not allowed to access the Arbitrage Services for any other reason other than for which such Arbitrage Services were designed.
8. ACQUAINTANCE WITH LAWS
8.1 The Account Holder shall be responsible for acquainting oneself with and observing all laws, regulations and requirements pertaining to the jurisdiction in which they reside relating to the use of the Arbitrage Services, including but not limited to, those related to export or import activity, taxes and/or foreign currency transactions. The availability of all functions associated with the Arbitrage Services and/or the Website shall be dependent on the country in which the Account Holder resides.
8.2 The Account Holder acknowledges that under South Africa’s current regulatory regime, exchange control allowances such as the Single Discretionary Allowance are not replenished after the Arbitrage Services have been performed
9. THE ARBITRAGE SERVICES
9.1 Once user registration is successfully completed with VALR and the Intermediatory, the Account Holder will be required to make a deposit of an amount of no less than R200 000.00 (two hundred thousand Rand) into their Banking Account.
9.2 Once the deposit has reflected as cleared in the Banking Account, the Account Holder may be contacted by the Intermediary in order to obtain permission to book the Account Holder’s respective forex deal.
9.3 At this point, the User will not be required to perform anything further, and VALR shall attend to the trades on an automated or manual basis, and thereafter, deposit the Account Holder’s capital and profit (if any) less the service the profit share (“Profit Share”) into the Account Holder’s VALR account.
9.4 The Account Holder is well aware and accepts that the information provided to any Account Holder on the Website and/or as part of the Arbitrage Services, is general in nature and not designed to meet the Account Holder’s specific financial requirements. The Account Holder accepts responsibility for the actions taken by it both in respect of the Website and Arbitrage Services.
10. PAYMENT FOR THE ARBITRAGE SERVICES
10.1 VALR shall, in rendering the Arbitrage Services, retain 25% (twenty-five percent) of the Account Holder’s profit generated as its Profit Share, excluding VAT and any other applicable taxes, which Profit Share shall be deducted prior to any profit (calculated in accordance with clause 10.3 below) being transferred into the Account Holder’s VALR account. This Profit Share is non-refundable.
10.2 VALR may periodically change the Profit Share pertaining to the Arbitrage Services, but will always provide notice of such changes.
10.3 Profit and/or loss on a transaction shall comprise the Rand amount after all arbitrage trading legs have been concluded and after all fees associated with the trades having been imposed, but shall specifically exclude VALR’s Profit Share, less the base cost which shall comprise the capital deposited into the Banking Account for use in the Arbitrage Services. The Account Holder will solely be responsible for payment of any taxes pertaining to any profits so made on a transaction.
10.4 No VALR Arbitrage Services Profit Share shall be raised by VALR in the event of the Account Holder not realising a profit.
10.5 All amounts set out on the Website, alternatively in relation to the Arbitrage Services shall exclude Value Added Tax (“VAT”), and shall be exclusive of any other applicable taxes/fees, unless otherwise stated and required by law.
10.6 In the event that an Account Holder requires a comprehensive breakdown of all of its transactions, it may contact VALR via email at help@valr.com in order to request same.
11. USER RESPONSIBILITIES AND WARRANTIES
11.1 In addition to meeting all requirements in VALR’s General Terms of Service, by making use of the Arbitrage Services, the Account Holder further warrants that:
11.1.1 the Account Holder recognises and acknowledges the unpredictability and unregulated nature of trading in cryptocurrencies and accepts all dangers and risks attached to such trading;
11.1.2 the Account Holder has read, understands and agrees to these Terms and shall act in accordance with the contents hereof;
11.1.3 the Account Holder shall be solely responsible for all decisions made in using the Arbitrage Services taking into account what is set out in clause 3 above;
11.1.4 the Account Holder recognises that VALR is simply a limited service intermediary. As such, VALR shall be obliged to make use of the independent and distinct services of authorised third party service providers to provide the Arbitrage Services on the Account Holder’s behalf. 11.1.5 the Account Holder agrees to be subject to and bound by such additional terms and conditions of use and service from those authorised service providers;
11.1.6 the Account Holder is over 18 (eighteen) years of age and has full capacity to understand, agree with and be bound with these Terms;
11.1.7 the Account Holder is legally in possession of all information/documentation provided to VALR in order that the Arbitrage Services may be rendered;
11.1.8 the Account Holder has familiarised itself with and undertakes to adhere to any and all limits applicable to foreign capital allowances as prescribed by the South African Reserve Bank from time to time;
11.1.9 all funds used by the Account Holder are lawfully owned by them and are unencumbered;
11.1.10 the Account Holder bears the responsibility of withholding, collecting, reporting and submitting the correct tax payments to the relevant authorities as pertain to the Arbitrage Services rendered;
11.1.11 the Account Holder understands that these undertakings are personal to the Account Holder and VALR and/or any third party authorised by VALR and the Account Holder may not cede or assign any such undertakings.
11.1.12 the failure by the Account Holder to act in accordance with any one or more of the above shall constitute a breach of these Terms, and VALR shall be entitled, unless in doing so it contravenes a legal process or its own security, to terminate or suspend the Account Holder’s VALR account and/or access to the Arbitrage Services with immediate effect.
12. ELECTRONIC COMMUNICATIONS
12.1 Any communication required to be in writing in respect of these Terms may be sent by data message, as defined in the Electronic Communications and Transactions Act (“ECT Act”) No. 25 of 2002, as amended.
12.2 Data Messages (as defined in the ECT Act) will be deemed to have been received in accordance with the provisions of the General Terms of Service.
12.3 VALR shall not be obliged to, and specifically reserves the right to desist from responding to any Data Message which may, in VALR’s view be deemed to be offensive, threatening, derogatory or otherwise illegal, unlawful and/or contain inappropriate content. VALR shall further be entitled to, at its own election, take such action as it may deem to be fitting against the sender of such Data Message where such action may be deemed or appropriate.
12.4 VALR cannot guarantee that any Data Message is secure, infallible to corruption, will be delivered to the intended receipt, or may not be intercepted. As such, VALR shall not assume any responsibility for the accuracy and/or safety of any Data Message transmitted, either between VALR and the Account Holder, between individual Account Holders and/or from the Account Holder to VALR.
13. ACCESS TO THE ARBITRAGE SERVICES
13.1 VALR expressly reserves the right to suspend the Arbitrage Services whether or not VALR believes the Account Holder is in breach of these Terms, without prejudice to any of VALR’s other rights (whether at law or otherwise).
13.2 VALR cannot and does not provide any assurance of the functionality of the Arbitrage Services in part or in full on any specific hardware or device, or in any and all jurisdictions.
13.3 VALR may, in our absolute and sole discretion, with or without prior notice and at any time, modify or discontinue, temporarily or permanently, any portion of the Arbitrage Services.
14. INDEMNITIES AND LIMITATION OF LIABILITY
14.1 VALR, its shareholders, employees, partners or affiliates shall not be liable to the Account Holder under these Terms:
14.1.1 for any direct or indirect special or consequential loss or damages (including, without limitation, loss of profit, economic loss, or loss arising from damage to business reputation), costs, expenses or fines or punitive damages, as a result of access to, information which may be made available on, alternatively or by means of the Website; or
14.1.2 for any transactions or actions resulting therefrom; or
14.1.3 as a result of the Arbitrage Services provided.
14.2 Without limiting the foregoing, VALR is not liable to an Account Holder for:
14.2.1 the proper functioning of hyperlinks provided on the Website or through the provision of the Arbitrage Services;
14.2.2 the lack of any financial profit made by Account Holder through the use of the Arbitrage Services;
14.2.3 any situation where an Account Holders mobile device, login details and/or password is stolen and another person subsequently makes use of the Arbitrage Services without the Account Holder’s consent;
14.2.4 a failure to meet any of VALR’s obligations in terms of these Terms where such failure is due to events beyond VALR’s reasonable control.
14.3 The foregoing does not affect any liability that cannot be excluded or limited under any applicable laws.
14.4. The Website together with the Arbitrage Services shall be used entirely at the Account Holder’s own risk. Although VALR takes up-to-date security measures in an attempt to safeguard the protection and integrity of the Website, VALR cannot and does not guarantee that the Website is at all times free of viruses or that no unlawful monitoring and/or access from the Website takes place. VALR further does not guarantee that the Account Holder’s access to the Website or the Arbitrage Services will be uninterrupted, secure, error free, that any information, data, content, software or other material accessible through the Website will be free of bugs, viruses, worms, trojan horses or other harmful components or that any defects in respect of the Website or the Arbitrage Services will be corrected. The Account Holder’s access to and use of the Website remains solely at the Account Holder’s own risk and the User is encouraged to take its own precautions accordingly.
14.5 The Account Holder shall defend, indemnify and hold harmless VALR, its shareholders, employees, partners or affiliates against all claims, demands, actions, suits, applications or proceedings made by or initiated against VALR together with any and all liabilities, losses, damages, injuries, cause of action and expenses including attorney’s fees, tracing agent fees and other costs suffered or incurred by the Account Holder or on account of a third party and arising out of or in connection with the Account Holder’s use of the Website, the Arbitrage Services offered or concluded through the Website of whatsoever nature, together with any breach of these Terms.