These updated Terms of Service are effective as of: 04 June 2019 (“Effective Date”)
Please read these terms carefully before browsing the VALR website. Your continued use of the VALR website indicates that you have both read and accept these terms. Unfortunately you cannot use the VALR website if you do not accept these terms. All sections of these terms are applicable to all users unless the section expressly states otherwise.
1.1. The VALR website https://www.valr.com, 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.
1.2. The Website shall include any and all associated mobile applications as offered or downloadable from the requisite application stores, together with any Application Programming Interface/s (“API”).
1.4. Accessing and/or use of the Website, and more specifically the Platform as situate on the Website after the Effective Date will signify that the Account Holder has read, understands, accepts, and agrees to be bound, and is bound, by the Terms in such Account Holder’s individual capacity and/or for and on behalf of any entity for whom the Account Holder utilises the Platform (if permitted). Further, the Account Holder represents and warrants that it has the authority to do so and that in the case of an Account Holder being a natural person, the Account Holder is a Competent Person (as defined in the Protection of Personal Information Act, 4 of 2013, as amended).
1.5. VALR may, at its sole discretion, change, modify or update any of these Terms at any time. It is and remains the Account Holder’s responsibility to check these Terms and ensure that it is satisfied with such changes.
1.6. Such proposed amendments shall be posted on the Website at least one week prior to such amendments being effected, thereby providing any Account Holder who is not willing to accept the changed, modified and/or altered Terms, sufficient time to close their Account on the Platform.
1.7. The Account Holder agrees that save for what is stated in clause 1.6 above, the Parties shall communicate with each other electronically, be it via email, sms or otherwise. VALR shall deem all correspondence sent to the Account Holder as having been received. The responsibility lies with the Account Holder to ensure that VALR is kept updated of any change of email address, physical address, account details or telephone number, and further that it has access to emails and its mobile phone on a regular basis.
2.1. The following definitions apply to these Terms:
2.1.1. “Account Holder” shall mean the person and/or entity holding a VALR Account on the Platform;
2.1.2. “Business Day” shall mean any day other than a Saturday, Sunday or official public holiday within the Republic of South Africa;
2.1.3. “Crypto/s” shall have the meaning set forth in clause 5.1.1 below;
2.1.4. “Fiat” shall mean Fiat money as declared by a national government to be legal tender;
2.1.5. “Force Majeure” shall mean any circumstance which is beyond the reasonable control of the Party giving notice of the force and which could not reasonably have been foreseen by such Party when entering into these Terms, including but not limited to war (whether declared or not), revolution, invasion, insurrection, riots, civil commotion, mob violence, sabotage, blockage, embargo, boycott, the exercise of military or usurped power, fire, explosion, theft, storm, flood, drought, wind, lightning or other adverse weather conditions, epidemic, quarantine, accident, breakdown of machinery or facilities, strike, lockout or labour dispute, server downtime, acts or restraints of government imposition, or restrictions of or embargoes on imports or exports;
2.1.6. “Linked Bank Account/s” shall mean the account/s elected by an Account Holder when an Account Holder deposits into or withdraws Fiat from its VALR Account, which details may be verified by a third-party identity verification system;
2.1.7. “Party” or “Parties” shall mean the Account Holder and/or VALR as the context requires;
2.1.8. “Platform” shall mean the online Platform on which the Services are rendered, which shall be situate on the Website; and
2.1.9. “Services” shall mean those Services as set out in clause 4 below;
2.1.10. VALR Account” shall mean the VALR Account with the corresponding profile, opened on the Platform by an Account Holder utilising the Services as offered by VALR;
2.1.11. “Wallet” shall mean an Account Holder’s VALR Account wallet as more fully described in clause 5.1.1.; and
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. 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 Services. No communication or information provided to an Account Holder by VALR is intended as, or shall be considered or construed as, advice. VALR does not make any warranty about the suitability of any Crypto, cryptocurrency, crypto token or crypto asset for trading or ownership by any Account Holder.
4. DESCRIPTION AND ATTAINABILITY OF OUR SERVICES
4.1. We, through our Platform, as accessed via the Website or by other electronic means or devices by using an Account Holder’s user name and password, allow an Account Holder to register on the Platform and open a VALR Account, which may then be coupled with a Linked Bank Account. Through the use of the VALR Account, an Account Holder is enabled to purchase, sell, transfer and store cryptocurrency, crypto tokens and/or other crypto assets, and in time facilitate the trading of Fiat and crypto trading pairs, as well as other services relating to same.
5. TRANSACTIONS AS MAY BE ENACTED THROUGH THE VALR ACCOUNT AND THE LINKED BANK ACCOUNT TOGETHER WITH GOVERNING TERMS:
5.1.1. In order to transact on the Website, an Account Holder must first fund their VALR Account wallet(s) (hereafter referred to as “Wallet(s)”) with digital currency. The digital currencies accepted on the Website may either be cryptocurrencies, crypto tokens and /or other crypto assets (hereafter referred to as “Cryptos”) or Fiat currency in digital form, as accepted by VALR from time to time.
5.1.2. An Account Holder may receive Cryptos into their Wallet by providing the sender with a receive address as generated in the VALR Account and associated with the specific Crypto.
5.1.3. Fiat funding into the Account Holder’s VALR Account shall only be permitted from a bank account held in the name of the Account Holder by way of electronic funds transfer (EFT), or certain credit and debit cards, as permitted by VALR from time to time.
5.1.4 Prior to funding their Fiat Wallet, where applicable, the Account Holder shall first obtain a funding code through the Platform to be used as a reference in order that the funds may be allocated correctly to the Account Holder’s Fiat Wallet. VALR takes no responsibility for the incorrect allocation of funds in the event that the funding code is omitted or recorded incorrectly. VALR does not permit any Account Holder to fund their VALR Account by means of a cash deposit or cheque deposit. In this regard, should an Account Holder attend to depositing funds by means of cash or cheque, VALR shall charge a handling fee in respect thereof amounting to the higher of R250.00 (two hundred and fifty Rand) or 2% (two percent) of the amount so deposited. VALR shall also charge to the Account Holder any and all bank fees incurred as a result of the funding.
5.1.5. Should an Account Holder ascertain that either Fiat currency or Cryptos have been credited to their VALR Account in error, then the Account Holder is to advise VALR of this as soon as reasonably possible in order that the matter may be investigated by VALR, and if deemed necessary, the Account Holder’s VALR Account debited in order to correct the error.
5.2.1. An Account Holder is required to retain in its VALR Account sufficient Fiat funds or appropriate Cryptos necessary to satisfy any open orders (and applicable VALR fees). In addition, there may be limits on the amounts that an Account Holder is able to withdraw on a daily or other periodic basis.
5.2.2. An Account Holder may periodically, at its discretion withdraw Cryptos by transferring them from its VALR Account to an address not controlled by VALR (“External Address”). VALR may require an Account Holder to verify such External Address to which an Account Holder seeks to transfer Cryptos. The Account Holder hereby authorises VALR to use the Account Holder’s VALR Account to send to any External Address specified by such Account Holder using the Services, the Cryptos specified by the Account Holder. VALR is not able to reverse any transfers and will not have any responsibility or liability if the Account Holder has instructed VALR to send Cryptos to an address that is incorrect, improperly formatted, erroneous or intended for a different Crypto.
5.2.3 In order to withdraw Fiat Funds from its VALR Account, when, if and where permitted, an Account Holder will be required to create a Linked Bank Account which is required to be held in the name of the Account Holder. The Account Holder may then withdraw Fiat Funds from its VALR Account into its Linked Bank Account from time to time.
5.2.4 Under no circumstances shall an Account Holder be permitted to withdraw Cryptos or Fiat Funds into an External Address or Linked Bank Account which appears on a prohibited list, such as a government or international body sanctions list.
5.2.5. VALR will process withdrawals when requested by the Account Holder as soon as possible after receipt of same.
5.3. Any request made by an Account Holder to VALR to effect a Fiat withdrawal into a third-party account shall be refused by VALR and may, at VALR’s discretion, lead to the suspension of an Account Holder’s Account.
5.4. The Account Holder shall be responsible for:
5.4.1. paying all fees charged by any third-party service provider associated with any Linked Bank Account or External Address as well as for paying any fees charged by VALR for any transfer or service provided. A breakdown of these fees shall be as set out here. VALR reserves the right to change or update the fees at any time and will update these fees at the aforesaid link as and when may be required in its sole and absolute discretion;
5.4.2.ensuring that any deposits or withdrawals are handled in compliance with VALR requirements, third party service provider requirements or Crypto requirements;
5.4.3. ensuring that the address to which any Crypto is to be transferred is properly formatted and suitable for the Crypto being transferred; and
5.4.4. ensuring that there are no errors in any of the deposit or withdrawal instructions. In the event an Account Holder fails to comply with any of these requirements the transferred Cryptos may be permanently lost.
5.5. VALR may impose limits on the amount of any deposits or withdrawals, or suspend or terminate the ability to transfer Cryptos into or out of an Account Holder’s VALR Account in order to comply with applicable laws or regulations, an order from law enforcement or other governmental authority, or otherwise at VALR’s discretion.
5.6. No Attraction of Interest
5.6.1. The Fiat (or any other Cryptos) as the case may be in an Account Holder’s VALR Account shall not attract any interest.
5.7. Rectification of Errors in Transactions
5.7.1. VALR may, at its option and discretion, attempt to correct, reverse or cancel any withdrawal, funding, transfer or purchase/sale transaction with respect to which VALR has discovered that there was an error, whether such error was by an Account Holder, VALR or a third party. The Account Holder hereby authorises VALR to attempt any such correction, reversal or cancellation as contained herein. VALR provides no guarantee or warranty that any such attempt will be successful and will have no responsibility or liability for the error or any correction attempt.
5.8. SIMPLE PURCHASING AND SELLING OF CRYPTOS INSTANTLY
5.8.1. An Account Holder may purchase and/or sell certain Cryptos (“Simple Purchase/Sale transaction”) instantly through the Platform at an amount calculated by sourcing the best available price either from VALR’s order books, or international liquidity providers with whom VALR consults on a frequent basis (“Simple Purchase/Sale price”). VALR acts as broker for these transactions and charges a brokerage margin. The margin percentage may be found on the Frequently Asked Questions section of our website.
5.8.2 The Simple Purchase/Sale price is not one to be negotiated, and if not suitable to the Account Holder, then the Simple Purchase/Sale transaction shall not be actioned.
5.8.3. In the event of the Simple Purchase/Sale price being acceptable to the Account Holder and the Simple Purchase/Sale transaction proceeding, the Account Holder acknowledges that the transaction cannot be reversed.
6. SUPPORT FOR CRYPTOCURRENCIES, TOKENS AND/OR ASSETS
6.1. VALR retains the right, in its sole discretion to determine whether to support transfer, storage or trading of a particular cryptocurrency, token or asset and may discontinue or terminate any support for Cryptos at any time for any or no reason. Unless otherwise required by law or law enforcement, VALR will make reasonable efforts to notify the Account Holder of its decision to cease to support a Crypto. If VALR ceases to support transfer or storage of a Crypto, VALR will use commercially reasonable efforts to notify an Account Holder at least 14 days prior so as to afford the Account Holder with an opportunity to transfer the Crypto from the VALR Account to an External Address prior to support ceasing. If the Account Holder does not transfer the Crypto out of its VALR Account prior to cessation of support for such Crypto by VALR, the funds associated with such Crypto may be lost due to the Account Holder’s inability to access, transfer or otherwise control it. VALR will not be liable to the Account Holder for any losses, liability or expenses related to its decision to cease any support for a Crypto.
7. REFERRAL PROGRAMME
7.1. In order to benefit from VALR’s referral programme, all qualifying referrals must:
7.1.1. Use the Account Holder’s referral link to sign-up or enter the Account Holder’s unique referral code on the sign-up screen;
7.1.2. Sign up and become semi-verified by verifying their email address and cell phone number;
7.2. VALR’s referral programme consists of rebates on the Account Holder’s own trading fees as well as rewards of the Account Holders’ referrals’ trading fees when the Account Holder refers two or more people.
7.3. In the event that the Account Holder is itself a referral if she or he signed up to VALR using someone else’s referral link or unique referral code, the Account Holder acknowledges and accepts that a percentage of the Account Holder’s trading fees may be paid as a reward to the Account Holder’s referrer.
7.4. Rebates and rewards will be paid out on a daily basis.
7.5. Rebates and rewards may be paid out in ZAR or in cryptocurrency depending on the trading fee.
7.6. Rebates are subject to a cap, beyond which no rebate will be paid (the current cap for rebates is R1,500.00).
7.7. For the purposes of the cap, the Account Holder’s rebate and reward will be based on a reference currency (for example ZAR) in which rebates and rewards will be calculated on the day of the trade based on the prevailing exchange rate of the currency or crypto the rebate or reward is paid in. Once the rebate or reward sums up to the cap in the reference currency, the cap will be activated and the rebate will stop or the reward for that particular referral will cease. Any rebate or reward that hasn’t reached its cap will continue to be paid out independently of whether other caps have been reached.
7.8. VALR will determine the prevailing exchange rate to be used each day.
7.9. There is no limit to the number of referrals you can refer to VALR.
7.10. The details of the referral programme can be found here.
7.11. VALR will check for duplicate or fake accounts and will not pay out any rebates or rewards for such accounts. The creation of duplicate or fake accounts may result in complete disqualification and eligibility in the referral programme.
7.12. VALR reserves the right to change, update or cancel the referral programme, including the percentages of the rebates and rewards, at any time, for any reason, as and when may be rquired in its sole and absolute discretion.
7.13. VALR also reserves the right to disable the referral programme for any particular Account Holder for any reason at any time, particularly in cases where these terms have been breached.
8.1. In order to hold a VALR Account, the Account Holder, must have attained the age of majority in the country in which it is resident and/or holds citizenship, and have full capacity to accept these Terms, unless the Account Holder who is a minor or is otherwise incapable of being bound by the terms and conditions herein, warrants that it has obtained the consent of its legal guardian / or the Account Holder is the legal guardian providing such consent to the terms and conditions herein.
8.2. A Linked Bank Account will not be recognised by VALR if same is situate in a prohibited country, which appears on a government or international body sanctions list
8.3. The amount of the transfers both into and out of the VALR Account may be restricted by the banking laws of the country in which the Account Holder is either a citizen or a resident. It is incumbent upon the Account Holder to familiarise itself with and follow such laws.
8.4. The Account Holder may not use the Services if it is located in, or a citizen or resident of any state, country, territory or other jurisdiction subject to United States embargo, UN sanctions, or on other government or international body sanctions lists, including the US Treasury Department’s Specially Designated Nationals List or the US Commerce Department’s Denied Persons List. The Account Holder represents and warrants that it is not a citizen or resident of any such jurisdiction and that it will not use the Services while located in any such jurisdiction. The Account Holder may not use the Services if it is located in, or a citizen or resident of, any other jurisdiction where VALR has determined, at its discretion, to prohibit use of the Services.
9. CONFIRMATION OF PERSONAL INFORMATION & ADDITIONAL INFORMATION AS REQUIRED
9.1. Account Holders are required to provide personal information and documentation when opening a VALR Account, which personal information VALR may have verified through a third-party service. These procedures may require, among others, that mandatory KYC (Know your customer) and/or FICA procedures be followed by VALR in such verification.
9.2. An Account Holder’s acceptance of these Terms entitles VALR to perform such KYC/FICA or other verification procedures it may deem necessary without notice or forewarning to an Account Holder.
9.3. VALR also maintains an internal anti-money laundering policy (“AML Policy”). The AML Policy is a risk-based program founded on anti-money laundering laws and implementing regulations, and guidance required by such laws. The AML Policy may be updated from time-to-time, including the procedures that VALR uses to verify Account Holders’ identities.
10. WARRANTIES BY THE ACCOUNT HOLDER
10.1. The Account Holder hereby warrants that it/he/she:
10.1.1. will not open a VALR Account in the name of a third party;
10.1.2. will use their VALR Account for his/her/its sole benefit only;
10.1.3. will not hold more than one VALR Account;
10.1.4. will not make use of, or involve itself with a VALR Account that is not its own;
10.1.5. the VALR Account will be used for legitimate purposes only.
10.2. The Account Holder agrees that the violation of any of the above warranties shall be deemed to be a breach of the Terms and VALR shall, at its sole and absolute discretion be entitled to terminate, restrict or otherwise suspend the use of the VALR Account.
11. RESPONSIBILITY FOR ACCOUNT ACTIVITIES AND THE USE OF API
11.1 The Account Holder accepts, agrees, is bound by and authorises VALR to accept and rely on any agreements, instructions, authorisations and any other actions made, provided or taken by any person who has access to or uses its VALR Account, regardless of whether same is authorised or not.
11.2. At no time shall the onus of keeping secure the passwords, API keys or the like pass from the Account Holder to VALR.
12. VERIFICATION LEVELS
12.1. All Account Holders will be assigned a particular verification level based on the information they provide VALR. Higher verification levels will increase the Account Holder’s features on the Platform such as increased withdrawal limits as well as features such as Fiat trading, where applicable. The Account Holder will be able to increase their verification level by following the prompts on the Website. Further information on verification levels can be found here.
13. ACCOUNT CLOSURE PROCEDURES
13.1. An Account Holder may close its VALR Account at any time by submitting a request to VALR.
13.2. Prior to VALR being able to process such request, the Account Holder shall withdraw all funds currently in its VALR Account to an External Address or into its Linked Bank Account/s.
13.3. Within 5 Business Days of the Account having been closed, VALR shall delete the Account Holder’s Account from the Platform, unless VALR is required to keep certain account information for regulatory purposes, and accordingly a closed VALR Account cannot be reopened, but rather a new application submitted through the Platform.
14. UNCLAIMED VERIFIED CRYPTOS
14.1. In the event of the VALR Account having been inactive and the Account Holder not having responded to reasonable attempts by VALR to contact it for 3 (three) years, VALR may have an obligation to report and turn over the funds (where Fiat or Cryptos) in the VALR Account to the appropriate authority as unclaimed property.
15. PROTECTIVE MEASURES
15.1. Although VALR have put measures in place to protect the Account Holder’s security insofar as may be possible, the Account Holder will also be liable for ensuring that it remains vigilant in the monitoring of its VALR Account, reporting any unrecognised activity to VALR as soon as it may occur.
15.2. An Account Holder shall also remain solely responsible for the safe guarding of its login details.
15.3. An Account Holder shall ensure that all devices used to access the VALR Account are virus free and that virus checks are performed on a regular basis.
15.4. The failure of an Account Holder to adhere to the above may result in fraudulent activity or loss on its VALR Account, for which VALR shall not be held liable.
15.5. VALR may offer optional enhanced security features for a VALR Account (including, for example, two-factor authentication). VALR encourages, but may not require an Account Holder to use any such enhanced security features. If an Account Holder does enable enhanced security features, it is the Account Holder’s responsibility to ensure the security of, and continuous control over, any device or account that may be associated with the enhanced security features.
15.6. Insofar as private keys may be concerned:
15.6.1. VALR is the custodian of all Crypto private keys associated with an Account Holder’s Account, and undertakes to securely store these private keys. In this regard, VALR may use international custody partner(s) to assist with any and all custodial duties and requirements of private keys;
15.6.2. the Account Holder accepts and agrees that VALR will retain full control of an Account Holder’s private keys associated with its VALR Account, and in this regard, such duty cannot and will not be assigned, ceded or transferred to the Account Holder; and
15.6.3. the custodianship by VALR of the Private Keys in no manner affects the Account Holder’s VALR Account nor the ownership of the Cryptos held in the VALR Account. At no time will ownership of the Cryptos vest in VALR as a result of VALR holding custodianship of the private keys.
16. CHANGES TO AND AVAILABILITY OF THE SERVICES
16.1. VALR may, at its discretion and without liability to an Account Holder, with or without prior notice and at any time, modify or discontinue, temporarily or permanently, all or any portion of any Services.
17. UNACCEPTABLE USE OR CONDUCT
17.1. VALR reserves the right to restrict, suspend or terminate an Account Holder’s Account in the event of one or more of the occurrences below. The Account Holder will not:
17.1.1. violate any law, regulation, contract, intellectual property or other third-party right while using the Services;
17.1.2. use the Services in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying the Services, or that could damage, disable, overburden, or impair the functioning of the Services in any manner;
17.1.3. use the Services to pay for, support, or otherwise engage in any illegal gambling activities, fraud, money-laundering, or terrorist activities, or other illegal activities;
17.1.4. use any robot, spider, crawler, scraper, or other automated means or interface not provided by VALR to access the Services or to extract data;
17.1.5. use or attempt to use another user’s account without authorisation;
17.1.6. attempt to circumvent any content filtering techniques VALR employs, or attempt to access any service or area of the Services that an Account holder is not authorised to access;
17.1.7. introduce to the Services any malware, virus, trojan worms, logic bombs, or other harmful material;
17.1.8. develop any third-party applications that interact with our Services without our prior written consent, or unless otherwise agreed;
17.1.9. provide false, inaccurate, or misleading information;
17.1.10. post content or communications that are, in our sole discretion, libellous, defamatory, profane, obscene, pornographic, sexually explicit, indecent, lewd, vulgar, suggestive, harassing, hateful, threatening, offensive, discriminatory, bigoted, abusive, inflammatory, fraudulent, deceptive or otherwise objectionable;
17.1.11. post content containing unsolicited promotions, political campaigning, or commercial messages (SPAM) or any chain messages or user content designed to deceive or trick the user of the Service;
17.1.12. post content containing private information of any third-party including, but not limited to, personal information; or
17.1.13. encourage or induce any third party to engage in any of the activities prohibited under this Section.
17.2. Any or all 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 with immediate effect.
18. COMPLIANCE WITH LAWS OF COUNTRY OF RESIDENCE
18.1. It is the sole responsibility of the Account Holder to comply with laws relating to trading activities and use of the Services including without limitation the determination, reporting and payment of taxes.
19. COPYRIGHT VIOLATIONS
19.1. VALR and the contents of the Website are the property of VALR, and are protected by South African and international copyright laws. Furthermore, the compilation (meaning the collection, arrangement, and assembly) of all content on the Platform and/or the Services, is the property of VALR, unless credit is attributed to the author thereof, and is, likewise, protected by South African and international copyright laws.
19.2. Except as stated in the Terms, none of the contents may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording, or otherwise, except as permitted by the fair use privilege under the South African copyright laws or without the prior written permission of VALR, and further, should such consent be provided, VALR reserves its right to withdraw such consent at any stage in its sole and absolute discretion.
19.3. Account Holders are expressly prohibited to “mirror” any content, contained on the Website, on any other server unless with the prior written permission of VALR, and further, should such consent be provided, VALR reserves its right to withdraw such consent at any stage in its sole and absolute discretion.
19.4. VALR does not permit copyright infringing activities and infringement of intellectual property rights on the Website, and VALR may, at its sole discretion, remove any infringing content as may be posted by an Account Holder if it is of the view that such content infringes on another's intellectual property rights or its own.
20. INTELLECTUAL PROPERTY
20.1. An Account Holder undertakes not to attempt to decipher, decompile, disassemble or reverse engineer any of the software or code comprising or in any way making up a part of the Platform including any algorithm used by VALR.
20.2. VALR owns or are licensed to use all intellectual property on the Website. An Account Holder may not use any of VALR’s intellectual property for any purpose other than as may be required to use the Website for its intended purpose;
20.3. All trademarks and copyrights, as well as any other intellectual property rights, in and to any of the content of the Platform are the exclusive property of VALR, unless credit is provided to such third-party owner, such as the names and logos of Cryptos.
20.4. No Account Holder may use or display any trade marks on or from the Platform without first obtaining the consent of the owner of the trade mark, fair use permitted. VALR owns the distinctive “VALR” mark, brand and logo, whether registered, unregistered, or in the process of being registered.
20.5. Nothing on this Website creates any right on an Account Holder’s part (express or implied) that would allow an Account Holder to use or display a trade mark that such Account Holder does not own, regardless of whether the trade mark is currently registered.
21.1. Confidential Information means any documents or information created, received or obtained from an Account Holder by VALR, together with information relating to VALR as well as non-public information pertaining to the Services rendered by VALR which must remain strictly confidential.
21.2. An Account Holder may not disclose, solicit, make available or misappropriate any Confidential Information, trade secrets or other proprietary information that belongs to any third party without that party’s prior written permission, or in violation of any express or implied duty or contractual right.
21.3. Where an Account Holder is legally required to disclose the Confidential Information, such Account Holder shall inform the third party who disclosed the Confidential Information of the requirement as soon as reasonably practicable and liaise with that party prior to disclosing any of that party’s Confidential Information.
21.4. An Account Holder shall notify VALR immediately upon becoming aware of a suspected or actual breach of this obligation.
21.5. VALR will not use the confidential information as provided by an Account Holder for any purpose other than:
21.5.1. that for which it is disclosed in connection with the Services;
21.5.3. in accordance with these Terms.
22. DOMICILIUM CITANDI ET EXECUTANDI AND CONTACT INFORMATION
22.1. The Account Holder and VALR choose as their respective domicilium citandi et executandi for the purpose of legal proceedings and for the purpose of giving or sending any notice provided for or necessary of these Terms, the following:
22.1.1. VALR (Pty) Ltd, 29 Wessel Rd, Edenburg, Sandton, 2128, South Africa. Email: firstname.lastname@example.org
22.1.2. Account Holder: The addresses as provided when registering on the Website.
22.2. Both the Account Holder and VALR may change its domicilium to any other physical address or email address by written notice to the other to that effect. Such change of address will be effective 7 (Seven) days after receipt of notice of change of domicilium.
22.3. All notices to be given in terms of these Terms will:
22.3.1. be given in writing;
22.3.2. be delivered or sent by email; and
22.3.3. be presumed to have been received on the date of delivery.
22.4. Notwithstanding the above, any notice actually received by the Party to whom notice is addressed will be deemed to have been properly given and received, notwithstanding that such notice has not been given in accordance with the provisions of this clause.
23.1. VALR makes no express, implied or statutory representations, warranties, or guarantees in connection with the Services.
23.2. Except for any express warranties in these Terms the Services are provided to an Account Holder “as is,” and on a “where available” basis. VALR makes no other warranties, express or implied, statutory or otherwise, including but not limited to warranties of merchantability, title, fitness for a particular purpose or non-infringement.
23.3. Both VALR and the Account Holder renounce all claims that they may have in respect of damages suffered as a result of the interception of information, and all risks associated with the submission of any such information shall be borne by the Party submitting same.
24. RISK DISCLOSURES, ASSUMPTION OF RISKS & RELEASE OF VALR FROM LIABILITY
24.1. Trading in Cryptos together with any other digital rights or assets and use of Services provided by VALR involves significant risks and potential for financial losses, including without limitation the following:
24.1.1. The features, functions, characteristics, operation, use and other properties of any Crypto (“Crypto Properties”) and the software, networks, protocols, systems, and other technology (including, if applicable, any blockchain) (“Underlying Technology”) used to administer, create, issue, transfer, cancel, use or transact in Cryptos may be complex, technical or difficult to understand or evaluate.
24.1.2. Any Crypto and its Underlying Technology may be vulnerable to attacks on the security, integrity or operation of the Crypto or its Underlying Technology (“Attacks”), including Attacks using computing power sufficient to overwhelm the normal operation of a blockchain or other Underlying Technology.
24.1.3. Any Crypto, Crypto Properties or Underlying Technology may change or otherwise cease to operate as expected due to a change made to the Underlying Technology, a change made using features or functions built into the Underlying Technology or a change resulting from an Attack. These changes may include, without limitation, a “fork” or “rollback” of a Crypto or blockchain.
24.1.4. Any Crypto may be cancelled, lost or double spent, or otherwise lose all or most of its value, due to forks, rollbacks, Attacks, changes to Crypto Properties or failure of the Crypto to operate as intended.
24.1.5. Just as VALR may suspend or cease to support the transfer, storage or trading of Cryptos at any time at VALR’s discretion, other exchanges or service providers may do the same.
24.1.6. VALR may not support metacoins, coloured coins or other Cryptos, or its related side chains or other Underlying Technology that is based on a fork, enhancement, or derivative of an alternative Crypto or Underlying Technology (“Derivative Protocols”) even if the Derivative Protocol is based on a Crypto that is supported by VALR. Other exchanges or service providers may do the same.
24.1.7. An Account Holder may be unable to withdraw Cryptos prior to VALR ceasing to support transfer of any such Cryptos, resulting in the loss of any such Cryptos remaining in an Account Holder’s VALR Account.
24.1.8. Verified Cryptos may decrease in value or lose all of its value due to various factors including discovery of wrongful conduct, market manipulation, changes to Crypto Properties or perceived value of Crypto Properties, Attacks, suspension or cessation of support for a Crypto by VALR or other exchanges or service providers, and other factors outside the control of VALR.
24.1.9. Any Crypto may decrease in value or lose all of its value due to legislative or regulatory activity, or other government action. Government regulation of Cryptos is still unsettled and rapidly evolving.
24.1.10. An Account Holder may be prevented from sending a transaction request, or your transaction request or email may not be received by VALR, due to hardware, software or services issues (including, without limitation, Internet and other network connectivity issues).
24.1.11. An Account Holder’s transaction request or email to VALR may be lost, intercepted or altered during transmission.
24.1.12. Unauthorised third parties may access or use an Account Holder’s Account and effect transactions without an Account Holder’s knowledge or authorisation, whether by obtaining the password to the VALR Account, obtaining control over another device or account used by an Account Holder in connection with any enhanced security measures enabled for the VALR Account, or by other methods.
24.1.13. The risks described in this clause 23 may result in loss of Cryptos, decrease in or loss of all value for Cryptos, inability to access or transfer Cryptos, inability to trade Cryptos, inability to receive financial benefits available to other Crypto holders, and other financial losses to an Account Holder.
24.1.14. In no event shall VALR be liable for special, incidental, indirect, constitutional, consequential or exemplary damages or for any interruption or loss of use, data, business or profits, whether or not such loss or damages were foreseeable or VALR were advised of the possibility thereof and regardless of whether any limited remedy herein fails of its essential purpose. VALR specifically disclaim all warranties of any kind, expressed or implied, including, without limitation, any warranty of merchantability or fitness for a particular purpose with respect to the Services provided. Without limiting the generality of the foregoing VALR does not guarantee or warrant that the Services or Platform will be uninterrupted or error-free.
24.1.15. The Account Holder further represents and warrants that it has:
188.8.131.52. the necessary technical expertise and ability to review and evaluate the security, integrity and operation of any Crypto that it may decide to acquire or trade; and
184.108.40.206. the knowledge, experience, understanding, professional advice and information to make its own evaluation of the merits and risks of any Crypto or trade. The Account Holder accepts the risk of trading Cryptos by using the Services, and is responsible for conducting its own independent analysis of the risks specific to Cryptos and the Services. An Account Holder acknowledges that it should not acquire or trade any Cryptos unless it has sufficient financial resources and can afford to lose all value of the Fiat.
220.127.116.11. VALR’s decision to support transfer, storage or trading of a Crypto or any other cryptocurrency through the Services does not indicate VALR’s approval or disapproval of the Crypto or any other cryptocurrency or the integrity, security or operation thereof or its Underlying Technology.
25. GOVERNING LAW AND JURISDICTION
25.1. These Terms shall in all respects (including its existence, validity, interpretation, implementation, termination and enforcement) be governed by the laws of the Republic of South Africa.
26.1. In the event of any dispute or difference arising between the Parties relating to or arising out of these Terms, including the implementation, execution, interpretation, rectification, termination or cancellation of these Terms, the Parties shall where possible, and upon request by either Party meet to attempt to settle such dispute or difference informally, and failing settlement within a period of 7 (seven) Business Days from such dispute being raised, the said dispute or difference shall on demand by any Party be submitted to arbitration in Johannesburg in accordance with the Rules of the Arbitration Foundation of Southern Africa by an arbitrator or arbitrators appointed by the Foundation.
26.2. The Parties irrevocably agree that the decision in any arbitration proceedings:
26.2.1. will be binding on all of them;
26.2.2. will forthwith be carried into effect;
26.2.3. may be made an order of any court of competent
26.3. The arbitration shall be held:
26.3.1. at Johannesburg or other venue agreed by the parties in writing;
26.3.2. in English; and
26.3.3. immediately and with a view to its being completed within 21 (twenty-one) days after it is demanded.
26.4. There will be one arbitrator, who will be, if the question in issue is:
26.4.1. Primarily an accounting matter, an independent chartered accountant of at least 10 (ten) years standing;
26.4.2. Primarily a legal matter, a practicing advocate or commercial attorney of at least 10 (ten) years standing; and
26.4.3. Any other matter, a suitably qualified person.
26.5. Nothing herein contained shall be deemed to prevent or prohibit either Party from applying to the appropriate court for urgent
27. ENTIRE AGREEMENT
27.1. No Terms, representations or warranties between the Parties regarding the subject matter hereof other than those set out in these Terms, are binding on the Parties.
28.1. If any provision of these Terms should be wholly or partly invalid, unenforceable or unlawful, then these Terms shall be severable in respect of the provision in question (to the extent that it is invalid, unenforceable or unlawful) and the remaining provisions of these Terms shall remain in full force and
29.1. These Terms are personal to VALR and the Account Holder shall not be entitled to assign, transfer, alienate or otherwise dispose of all or any of its rights and/or obligations under these Terms, except with the written consent of VALR.
30. FORCE MAJEURE
30.1. The failure of either VALR or an Account Holder or both to fulfil any of their obligations of the Terms shall not be considered to be a breach in instances where such inability arises from an event of Force Majeure, and that either Party as affected by such an event has taken all reasonable precautions, due care and reasonable alternative measures in order to meet the Terms, and has informed the other as soon as possible about the occurrence of such an event. During the subsistence of Force Majeure, the performance of both Parties under the Terms shall be suspended, on condition that either of them may elect to cancel the Terms should the event of Force Majeure continue for more than 14 (fourteen) days.
31.1. Clauses which out of necessity or by implication herein survive termination of these Terms, shall remain in full and effect despite the termination hereof.
32. CLAUSE HEADINGS
32.1. In these Terms headings are for convenience only and are not intended to be used to interpret these Terms.