Terms of Service

Important

You are a customer of VALR Pty Ltd (Registration Number 2018/211274/07), incorporated in South Africa, and the Terms of Service below apply to you.

These updated Terms of Service are effective as of: 2 July 2026 (“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. These terms constitute a legally binding agreement between you and VALR. Unfortunately you cannot use the VALR website if you do not accept these terms. All clauses of these terms are applicable to all users unless the clauses expressly states otherwise.

If you are looking for an explanation of the risks involved in utilising the VALR Platform please refer to VALR’s Risk Disclosures found here as well as clause 29 below.

1. INTRODUCTION

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”).

1.3. These terms, including any document incorporated by reference herein, including, but not limited to the Privacy Policy (collectively, the "Terms") apply to any Account Holder on the Platform as provided through the Website, and which Account Holder shall carry the definition as set out in clause 2.1.1 below. The Terms govern the Account Holder’s relationship with VALR.

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. The Account Holder’s continued use of their VALR Account, after any amendment to these Terms, will constitute the Account Holder’s acceptance of these Terms, as modified by such amendment.

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. DEFINITIONS

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 Assets” 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 situated on the Website;

2.1.9. "Recipient VALR Account" shall mean the nominated beneficiary account specified in the Transfer Instruction with reference to particulars such as a telephone number, e-mail address or QR Code, to which VALR may execute the Transfer Instructions;

2.1.10. “Services” shall mean those Services as set out in clause 4 below;

2.1.11. “Subacccount” shall mean an account/s generated in addition to the Account Holder’s main VALR Account, which Subaccount may be used to isolate funds for differing purposes and strategies, and which is subordinate to the main VALR Account and subject to all terms applicable to the VALR Account;

2.1.12. "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; and

2.1.13. “Wallet” shall mean an Account Holder’s VALR Account wallet as more fully described in clause 5.1.1.

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.

3.2. VALR does not act on behalf of the Account Holder in any form and VALR solely provides access to the Services. These 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 Services.

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 (including any sale proceeds), 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.

4.2. In order for an Account Holder to open a VALR Account it shall be required to register on the Platform and submit the personal information requested on the registration form, and which processing of personal information is recorded in more detail in our Privacy Policy.

5. TRANSACTIONS AS MAY BE ENACTED THROUGH THE VALR ACCOUNT AND THE LINKED BANK ACCOUNT TOGETHER WITH GOVERNING TERMS:

5.1. Funding:

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 “Crypto Assets”) or Fiat currency in digital form, as accepted by VALR from time to time.

5.1.2. An Account Holder may receive Crypto Assets into their Wallet by providing the sender with a receive address as generated in the VALR Account and associated with the specific Crypto Asset.

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 Crypto Assets have been credited to their VALR Account in error (whether via VALR Pay or any other means), then the Account Holder is to advise VALR of this as soon as reasonably possible by contacting help@valr.com 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. The Account Holder will have no claim or entitlement to any Fiat currency or Crypto Assets received and mistakenly credited to his or her VALR Account, and shall comply immediately with any instructions issued by VALR to rectify the erroneous transfer. Failure to comply with the instructions may lead to a suspension of the Account Holder's account with VALR pending the rectification of the erroneous transfer. VALR has the right (but not the obligation) to unilaterally rectify any erroneous transfers without the cooperation or consent of the Account Holder. 

5.1.6. The Account Holder acknowledges that VALR shall in its sole and absolute discretion elect to credit or inform an Account Holder when an Account Holder receives Crypto Assets below VALR's minimum deposit amount. VALR reserves the right to take any necessary action, including but not limited to, freezing, restricting or not crediting any transactions that are below VALR's minimum deposit amounts. VALR shall not be liable for any loss associated with any actions taken in terms of this clause 5.1.6.

5.2. Withdrawals:

5.2.1. An Account Holder is required to retain in its VALR Account sufficient Fiat funds or appropriate Crypto Assets 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. In extreme circumstances, an Account Holder may be unable to make immediate Fiat or Crypto Asset withdrawals. These circumstances include, but are not limited to, delays caused by: (i) the retrieval of Crypto Assets held in cold storage; (ii) blockchain network congestion; (iii) blockchain network availability which may be decided at VALR's sole discretion; or (iv) the consequences to any Account Holder of any unstaking period as described in clause 7.6 below.

5.2.2. An Account Holder may periodically, at its discretion, withdraw Crypto Assets 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 Crypto Assets. 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 Crypto Assets 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 Crypto Assets to an address that is incorrect, improperly formatted, erroneous or intended for different Crypto Assets or a different blockchain network.

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. VALR is not able to reverse any withdrawals and will not have any responsibility or liability if the Account Holder has instructed VALR to send Fiat Funds to a bank account that is incorrect and/or where incorrect or erroneous details or instructions are provided.

5.2.4 Under no circumstances shall an Account Holder be permitted to withdraw Crypto Assets 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.

5.2.6. Custom Withdrawal References

5.2.6.1. VALR may permit certain Account Holders, in its sole and absolute discretion, to enter a custom withdrawal reference when withdrawing Fiat to a Linked Bank Account (“Custom Withdrawal Reference”). The Account Holder acknowledges that such references may be visible to external banking institutions and to third-party recipients, and that VALR shall not be responsible for any consequences arising from the Account Holder’s choice of Custom Withdrawal Reference, including any delay, rejection, investigation or refusal by a bank or third party.

5.2.6.2. Where Custom Withdrawal References are permitted, the Account Holder shall ensure that all such references comply with VALR’s content and conduct standards and, accordingly, may not:

5.2.6.2.1. be defamatory, vulgar, obscene, profane, harassing, hateful, discriminatory, offensive or otherwise inappropriate, including through creative misspellings, symbols, masking techniques or disguised wording;

5.2.6.2.2. impersonate any person or entity, include the personal information of any third party, or contain any name, designation, brand or trademark not lawfully owned or used by the Account Holder;

5.2.6.2.3. contain misleading, fraudulent, deceptive, unlawful or harmful wording or any content that may reasonably be regarded as inappropriate for transmission through the banking system; or

5.2.6.2.4. contravene any applicable law, regulation, payment-system rule or banking requirement.

5.2.6.3. VALR reserves the right, in its sole and absolute discretion, to:

5.2.6.3.1. remove, alter or reject any Custom Withdrawal Reference submitted by the Account Holder;

5.2.6.3.2. suspend, restrict, block, freeze or make inaccessible the Account Holder’s VALR Account (or any Subaccount) where the Account Holder breaches this clause or where VALR reasonably suspects misuse of the Custom Withdrawal Reference functionality; and/or

5.2.6.3.3. terminate or revoke the Account Holder’s ability to utilise Custom Withdrawal References, either temporarily or permanently.

5.2.6.4. The Account Holder acknowledges that the creation or use of a Custom Withdrawal Reference does not confer any proprietary, intellectual property or other rights in such reference, and VALR reserves the right to reassign, prohibit or reuse any reference at any time in its sole discretion.

5.3. The Account Holder shall be responsible for:

5.3.1. 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;

5.3.2. ensuring that any deposits or withdrawals are handled in compliance with VALR requirements, third party service provider requirements or Crypto Asset requirements;

5.3.3. ensuring that the address to which any Crypto Asset is to be transferred is properly formatted and suitable for the Crypto Asset being transferred; and

5.3.4. 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 Crypto Assets may be permanently lost.

5.4. The Account Holder expressly acknowledges and agrees that:

5.4.1. Any request made by an Account Holder to VALR to effect a Fiat withdrawal into a third-party account may be refused by VALR and may, at VALR’s discretion, lead to the suspension of an Account Holder’s Account.

5.4.2. VALR may impose limits on the amount of any deposits or withdrawals, or suspend or terminate the ability to transfer Crypto Assets 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. VALR may, at its sole discretion, choose to enable or disable withdrawals or impose limits on the amount of any deposits or withdrawals for any particular Crypto Asset and/or any particular blockchain network.  

5.5. Dust Conversion Service

5.5.1. Service Overview. Subject to these Terms, any applicable thresholds and schedules prescribed by VALR from time to time, and provided that the Account Holder has expressly opted in via their VALR Account settings, VALR may, at its sole and absolute discretion automatically convert any eligible “dust” Crypto Asset balances in your Wallet into USDC or any other Crypto Asset as determined by VALR in its sole and absolute discretion from time to time  (“Dust Conversion Service”).

5.5.2. Definition of Dust. “Dust” means any Crypto Asset balance in a Wallet that falls below a minimum amount as determined by VALR from time to time, in its sole and absolute discretion.

5.5.3. Thresholds and Schedule. VALR reserves the right, at its sole and absolute discretion and at any time, to adjust the Dust threshold, conversion frequency and processing times without prior notice.

5.5.4. Opt‑In Requirement. Account Holders must expressly opt-in to the Dust Conversion Service via their Account settings. If the Account Holder does not opt-in, dust balances will remain in their Wallet and will not be subject to automatic conversion. By opting in, the Account Holder accepts and acknowledges all applicable costs or charges (if any) associated with the conversion of their Dust, including any changes to such costs as published on the VALR website or Platform from time to time. By opting-in, the Account agrees that it gives the instruction to enable the Dust Conversion Service across its entire VALR Account, including any Subaccounts. 

5.5.5. Conversion Mechanics. On each scheduled conversion cycle (the frequency and timing of which shall be determined by VALR in its sole and absolute discretion), any eligible Dust will be converted to USDC or any other Crypto Asset as determined by VALR in its sole and absolute discretion from time to time at the prevailing rate as determined by VALR’s pricing engine (excluding any applicable fees that are charged by VALR in the use of the Dust Conversion Services). Converted Dust will be credited into the originating account.

5.5.6. Suspension or Termination. VALR may, at its sole and absolute discretion, suspend, modify or discontinue the Dust Conversion Service at any time, without prior notice or liability to Account Holders.

5.6.7. Exclusions for Locked or Collateralized Assets.  Notwithstanding any other provision in this clause 5.6, any Crypto Asset that is reserved for trade purposes or subject to a lock-up as collateral for lending, trading, staking or other platform-supported purposes on VALR will not be eligible for Dust Conversion while such asset remains in the reserved or locked-up state. 

5.5.8. Disclaimer and Limitation of Liability. The Dust Conversion Service is provided “as is” and “as available,” without any representation or warranty, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, accuracy or uninterrupted operation.  USDC conversion rates may fluctuate and the rate applied at conversion may differ from rates available at the time of opt‑in or schedule publication.  By opting in, the Account Holder agrees that VALR shall not be liable for any losses or damages arising from or in connection with the use of the Dust Conversion Service including but limited to any loss of profit, direct or indirect losses or consequential damages.

5.6. No Attraction of Interest

5.6.1. The Fiat (or any other Crypto Assets) 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. Financial Action Task Force (FATF) Travel Rule

5.8.1. In accordance with the Financial Action Task Force (FATF) Recommendation 16 (“Travel Rule”) and applicable regulations, VALR may be required to collect, verify, and share certain personal and transactional information when the Account Holder initiates, receives or transfers Crypto Assets.

5.8.2. The Account Holder acknowledges and agrees that VALR may disclose the name, account details, transaction details, and other required information to other Crypto Asset service providers, counterparties, financial institutions, and regulatory authorities as required by applicable laws and compliance obligations. The Account Holder agrees to be bound by the relevant provisions of VALR’s Privacy Policy in this regard. Failure to provide the necessary information may result in transaction delays, restrictions, rejections or cancellations.

5.8.3. The Account Holder agrees to provide accurate, correct and complete information when initiating Crypto Asset transactions that are subject to the Travel Rule. If requested, the Account Holder must supply additional details regarding the transaction, including but not limited to the recipient’s name, address, and account details, in order to facilitate compliance with regulatory requirements. Failure to comply with these requirements may result in delays, rejected transactions, or account restrictions at VALR’s sole discretion.

5.8.4. VALR shall not be liable for any losses, transaction delays, or service disruptions resulting from compliance with the Travel Rule, including cases where transactions are held, blocked, cancelled or rejected due to VALR's compliance with the Travel Rule, including but not limited to circumstances where the Account Holder has provided incomplete or incorrect information. The Account Holder acknowledges that VALR’s obligations under the Travel Rule or any other applicable regulatory framework may override any service commitments or transaction timelines.

5.9. SIMPLE PURCHASING AND SELLING OF CRYPTO ASSETS INSTANTLY

5.9.1. An Account Holder may purchase and/or sell certain Crypto Assets (“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.

5.9.2 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.

5.9.3. 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.

5.10. Trading Order and Execution

5.10.1. The Account Holder acknowledges and accepts that VALR will process transactions according to the Account Holder’s instructions.

5.10.2. The Account Holder acknowledges and agrees that once an order has been submitted, it cannot be reversed, cancelled, or amended, unless otherwise specified by the Platform's functionality or with VALR’s express consent.

5.10.3. VALR does not guarantee that any order or transaction will be executed, accepted or completed. The execution of an order or transaction is dependent on various factors, including the availability of a matching order on the Platform's order book, market liquidity, system availability, and adherence to specific trading rules and technical parameters. 

5.10.4. The Account Holder acknowledges and agrees that the execution price of a market order may not be the same as the indicative price displayed at the time of submission due to market volatility. 

5.10.5. The Account Holder is solely responsible for verifying all transaction details, including but not limited to the correct Crypto Asset, quantity, and price, before submitting an order or instruction to VALR. VALR is not responsible for, and will not be liable for, any loss or damage arising from errors in the Account Holder’s instructions.

5.10.6. In the event of a system, technical, or market disruption, VALR reserves the right, at its sole discretion, to reverse, amend, or cancel any trade, suspend trading activity, or implement continuity measures. VALR does not warrant that any such correction or remedial action will be successful and will have no liability for any error or attempted correction.

5.10.7. VALR may, at its absolute and sole discretion, impose limits on the size, type, or number of orders an Account Holder can place, and may refuse to process any order for any reason, including, inter alia, for the purpose of ensuring market integrity, compliance with applicable laws and regulations, or based on its internal risk management policies.

5.10.8. Conditional Orders

5.10.8.1. VALR may, at its sole discretion, make available certain conditional order types, including but not limited to one-cancels-the-other orders (“OCO”), take-profit orders (“TP”), stop-loss orders (“SL”) and other conditional or contingent order instructions (collectively, “Conditional Orders”). Conditional Orders are execution tools only and do not guarantee execution, exit, profit, loss limitation or risk-management outcomes.

5.10.8.2. The Account Holder expressly acknowledges and agrees that Conditional Orders are not guaranteed to trigger, execute or fill, and may fail to trigger or execute for a variety of reasons, including but not limited to market volatility, insufficient liquidity, order-book conditions, price gaps, system latency, technical failures, maintenance events, mark-price calculation methodology, or other circumstances beyond VALR’s control.

5.10.8.3. VALR does not warrant or guarantee the accuracy, completeness or timeliness of any mark price, index price, last-traded price or other reference price used for the triggering or evaluation of Conditional Orders. The Account Holder acknowledges that such prices may differ from prices available on other trading venues or from the price at which an order ultimately executes, if at all.

5.10.8.4. The Account Holder acknowledges and agrees that where a TP, SL or other Conditional Order is designated or implemented as a “market” order, such order may fail to execute in full or at all if sufficient liquidity is not available within the applicable price range.

5.10.8.5. Limit-based Conditional Orders will only execute at the specified limit price or better and are not guaranteed to fill. Partial fills or non-execution may occur depending on market conditions and available liquidity.

5.10.8.6. The Account Holder remains solely responsible for monitoring its positions, managing risk and determining whether and when to manually exit any position. The use of Conditional Orders does not relieve the Account Holder of responsibility for position management, and VALR shall not be liable for any loss, missed execution, delayed execution or failure to exit a position arising from the use or non-execution of any Conditional Order.

5.10.8.7. To the fullest extent permitted by law, VALR shall not be liable for any losses, damages or costs incurred by the Account Holder arising from or in connection with the triggering, non-triggering, execution, non-execution or cancellation of any Conditional Order, except to the extent such loss directly results from VALR’s wilful misconduct or gross negligence.

5.11. SHARED ACCOUNT ACCESS

5.11.1. An Account Holder (for the purposes of this clause 5.11 hereinafter referred to as the  “Main Account Holder”) may share access to its VALR Account with any other Account Holder (“Shared Account User”) under VALR’s Shared Account Access functionality (“Shared Account Access”).

5.11.2. In the event that the Main Account Holder grants access to a Shared Account User under VALR’s Shared Account Access functionality, both the Main Account Holder and the Shared Account User agree that, in utilising  the Shared Account Access:

5.11.2.1. The Main Account Holder authorises,  appoints and mandates, with the right of substitution, the Shared Account User as the Main Account Holder’s agent/authorised user to conclude transactions and take any action (subject to the Shared Account Access rights granted to the Shared Account User) on behalf of the Main Account Holder on the Platform;

5.11.2.2. The Main Account Holder, on an ongoing basis, ratifies and confirms any actions taken by the Shared Account User;

5.11.2.3. The Shared Account User will not transact on its own behalf and will at all times act solely on behalf of the Main Account Holder;

5.11.2.4. The Shared Account User waives any right to any profits, proceeds or benefits due to the Main Account Holder;

5.11.2.5. The representations and warranties given by the Main Account Holder in clause 29.11 below shall be given mutatis mutandis by the Shared Account User; 

5.11.2.6. Withdrawals can only be made in accordance with 5.2.3 above (for the avoidance of doubt, withdrawals will not be permitted from the Main Account Holder’s VALR Account into the Shared Account User’s linked bank account);

5.11.2.7. The Main Account Holder and Shared Account User indemnify VALR and any third party with whom VALR may contract on the Main Account Holder’s behalf, and hold VALR and any such third party harmless against:

5.11.2.7.1. Any special, incidental, indirect, constitutional, consequential or exemplary damages or loss of use, data, business or profits (whether or not such damages or loss was foreseeable or VALR was advised of the possibility thereof) incurred on the Main Account Holder’s behalf pursuant to any transactions or actions undertaken by the Shared Account User under the Shared Account Access; and

5.11.2.7.2. Any and all claims, damages, liabilities, costs and expenses which may be brought against VALR by reason of the Shared Account Access; 

5.11.2.8. VALR assumes no liability whatsoever in relation to the Shared Account Access, including any act of fraud, theft, bad faith, dishonesty, negligence or breach of applicable laws by the Main Account Holder or Shared Account User; 

5.11.2.9. The Shared Account User warrants that it has all the necessary powers, authority and consents to utilise the Shared Account Access on behalf of the Main Account Holder, and to carry out its obligations under this clause 5.11; and

5.11.2.10. VALR reserves the right to change, update or cancel the Shared Account Access functionality at any time and for any reason, as and when may be required in its sole and absolute discretion.

5.11. SUBACCOUNTS

5.12.1. All Account Holders may utilise VALR’s Subaccount feature.

5.12.2. Subaccounts are separate from the Account Holder’s main VALR Account. Each Subaccount on the Website has independent balances and positions, and can trade independently.

5.12.3. Wallet addresses and memos/tags are unique to the Subaccount. The Account Holder is to ensure to use the correct Wallet address and memo/tag when sending funds to the Account Holder’s Wallet.

5.12.4. When using a Subaccount, the Account Holder can only trade with funds which have been moved by the Account Holder to the specific Subaccount. The Account Holder can only trade on spot markets or convert using funds in the Subaccount.

5.12.5. The Account Holder agrees that, in utilising the Subaccounts feature:

5.12.5.1. Withdrawals can only be made in accordance with clause 5.2.3 above, save for where VALR agrees in writing to permit Account Holders to make withdrawals into the bank accounts of their clients;

5.12.5.2. The responsibilities of the Account Holder in clause 5 above, and the warranties given in clause 14 below shall apply mutatis mutandis when utilising the Subaccounts feature; and

5.12.5.3. VALR reserves the right to change, update or cancel the Subaccounts feature at any time and for any reason, as and when may be required in its sole and absolute discretion, and may close, suspend, block, and/or render inaccessible any Subaccount in accordance with clause 21 below.

6. VALR PAY & PAYMENTS

6.1. VALR Pay

6.1.1. The Account Holder may instruct VALR to transfer a ZAR amount from its VALR Account to a Recipient VALR Account ("Transfer Instruction") or, in the event that the recipient does not have a VALR Account, to an e-mail or telephone number pending the opening of a Recipient VALR Account subject to the terms set out further below. 

6.1.2. Upon receipt of a valid Transfer Instruction, and subject to the restrictions set out in these Terms, specifically clause 13 (Restrictions), VALR shall debit the Wallet of the Account Holder who initiated the Transfer Instruction, and credit the Recipient VALR Account with the equivalent amount.  The Account Holder will not be permitted to issue an instruction to cancel the Transfer Instruction once the Transfer Instruction has been received by VALR.

6.1.3. In order to facilitate the Transfer Instruction, the Account Holder agrees that VALR may use the Fiat (being ZAR or any other currency) first to purchase Crypto Assets,  which may then be transferred to the Recipient VALR Account and then automatically converted to Fiat in that account.

6.1.4. VALR shall not be responsible for ensuring that the particulars of the Recipient VALR Account are accurate, and any loss suffered by the Account Holder due to a Transfer Instruction based on any incorrect details furnished by the Account Holder when using VALR Pay shall be borne by the Account Holder.

6.1.5. Notwithstanding the provisions of clause 6.1.4, if any Account Holder becomes aware of or suspects that any Fiat has been credited to his or her Account in error (by means of the Account Holder’s VALR Account being credited with an erroneous deposit made via VALR Pay), the Account Holder must immediately notify VALR by contacting help@valr.com. The Account Holder will have no claim or entitlement to any Fiat received and mistakenly credited to his or her VALRAccount, and shall comply immediately with any instructions issued by VALR to rectify the erroneous transfer. Failure to comply with the instructions may lead to a suspension of the Account Holder's account with VALR pending the rectification of the erroneous transfer. VALR has the right (but not the obligation) to unilaterally rectify any erroneous transfers without the cooperation or consent of the Account Holder.

6.1.6. The Account Holder consents that upon the completion of a Transfer Instruction, his or her personal particulars (first name) may be shared with the Recipient VALR Account holder to notify the holder of the source of the funds, unless the Account Holder selects to conduct an anonymous transaction, if such feature is available.

6.2. Third Party Payment Services

6.2.1. If an Account Holder elects to use any third-party payment provider, payment initiation service, card/acquirer service or other payment facilitation service made available through the Platform (collectively, “TPPP Services”), the Account Holder hereby authorises VALR, whether acting in its capacity as a licensed Third-Party Payment Provider or by instructing or nominating other third-party payment partners, to initiate, receive, process and settle payment instructions to and from the Account Holder’s Linked Bank Account(s) or third party bank accounts with VALR’s prior consent, and to provide any necessary transaction information to VALR to enable settlement.

6.2.2. The Account Holder acknowledges that VALR is a licensed Third-Party Payment Provider registered with the Payments Association of South Africa (PASA) and that certain TPPP Services may be provided directly by VALR in its capacity as a regulated payment service provider, or indirectly through other payment partners, gateways, card schemes, banks or clearing houses. 

6.2.3. The Account Holder further acknowledges and agrees that VALR will act on instructions sent by the Account Holder (or appear to have been sent by the Account Holder) and once an instruction has been carried out, it cannot be reversed - all payments are final and irreversible. Accordingly, by utilising the TPPP Services or providing an instruction to VALR in relation to the TPPP Services the Account Holder irrevocably authorises VALR, and where applicable its nominated third-party payment providers, to carry out the instruction provided by the Account Holder, and the Account Holder will not instruct its bank or payment provider to block, reverse or contest such transactions except where the Account Holder has a bona fide dispute with VALR. Settlement timing, currency conversion and the application of any fees are subject to the rules and processing times of the relevant banks, card schemes and payment partners and may vary by payment method or jurisdiction. 

6.2.4. The Account Holder acknowledges that where it has provided VALR with an instruction, it hereby authorised VALR to deduce, collect, debit or credit in accordance with the instruction provided. VALR shall not be responsible for ensuring that the instructions are accurate, and any loss suffered by the Account Holder due to an instruction based on any incorrect details furnished by the Account Holder or its representative shall be borne by the Account Holder.

6.2.4. VALR may rely on representations, records and confirmations provided by the Account Holder or any nominated payment partner, bank or payment network in relation to the instruction, initiation, receipt or settlement of payments, and may treat any payment as settled once VALR receives final confirmation from the relevant payment network, partner or banking counterparty.

6.2.5. The Account Holder shall provide any information or documentation reasonably requested by VALR to enable VALR to provide the TPPP Services or to comply with applicable law. VALR may, in its sole discretion or in accordance with law, delay, block, refuse or reverse any TPPP payment where VALR reasonably suspects fraud, money-laundering, sanctions risk, a regulatory breach or any other risk to VALR, the market or any third party and VALR will have no liability for any such action except to the extent such loss directly results from VALR’s wilful misconduct or gross negligence. 

6.2.6. The Account Holder acknowledges and agrees that each instruction, transaction or payment initiated, received or processed through the TPPP Services may be subject to exchange-control laws, import or export control laws, payment classification requirements, reporting obligations or other regulatory restrictions under applicable law, including the laws of the Republic of South Africa. The Account Holder remains solely responsible for determining the applicability of, and complying with, all such obligations in respect of each instruction and transaction, and VALR does not provide any advice or representation regarding the regulatory or legal treatment of any payment.

6.2.7. The Account Holder acknowledges and agrees that it bears all risks associated with instructions and transactions effected through the TPPP Services, including, without limitation, settlement risk, timing risk, liquidity risk, counterparty risk, banking-system risk, foreign exchange risk and market or price volatility risk. VALR does not guarantee settlement timelines, exchange rates, pricing outcomes or the availability of any payment method, and the Account Holder accepts that delays, value fluctuations or failed settlements may occur as a result of factors outside VALR’s control.

6.2.8. VALR SHALL NOT BE LIABLE FOR ANY DELAY, FAILURE OR ERROR IN PROCESSING, SETTLEMENT, OR TRANSMISSION OF INSTRUCTIONS OR PAYMENTS, EXCEPT TO THE EXTENT THAT SUCH LOSS DIRECTLY RESULTS FROM VALR’S WILFUL MISCONDUCT OR GROSS NEGLIGENCE. 

6.2.9. VALR may recover any fees, losses, shortfalls or chargebacks arising from the TPPP Services by debiting the Account Holder’s VALR Account, any Linked Bank Account, or by any other lawful means of recovery available to VALR under these Terms.

6.2.10. The Account Holder’s use of the TPPP Services is also subject to the applicable terms, fees and privacy policies of any nominated payment partner, bank or card scheme. The Account Holder must ensure it has read and accepted any such third-party terms that materially affect it. Where there is a conflict between those third-party terms and these Terms, these Terms will govern to the extent permitted by law.

6.2.11. VALR may, in its discretion and subject to regulatory constraints, add, remove or replace any TPPP or payment partner, act as TPPP itself or appoint alternate providers, restrict or withdraw TPPP Services for certain jurisdictions, or require alternative payment methods where TPPP Services are unavailable or restricted. VALR will have no liability for any unavailability of a particular TPPP Service.

6.2.12. Nothing in this clause limits any other rights that VALR has under these Terms (including rights to suspend, freeze or close Accounts) or any remedies available to VALR at law or in equity.

6.3 AUTO-SELL ACCOUNT / AUTO-SELL SUBACCOUNT

6.3.1. VALR may, in its sole and absolute discretion, make available to the Account Holder an auto-sell and payment functionality (“Auto-Sell Account”), which may be facilitated through a Subaccount created on behalf of the Account Holder. The Auto-Sell Account enables the Account Holder to receive Crypto Assets into such Subaccount, which Crypto Assets will then be automatically converted into Fiat and paid out into a Linked Bank Account elected by the Account Holder.

6.3.2. By enabling or utilising the Auto-Sell Account, the Account Holder acknowledges, understands and agrees that all transactions occurring in the Auto-Sell Account (including the receipt, conversion and settlement of Crypto Assets and Fiat) are governed by, and subject to, the Account Holder’s existing applicable third-party payment, conversion or similar agreement with VALR, together with these Terms. For the avoidance of doubt, all instructions submitted through the Auto-Sell Account shall constitute binding and irrevocable payment instructions for purposes of the TPPP Services as contemplated in clause 6.2 of these Terms.

6.3.3. The Account Holder expressly acknowledges and agrees that any transactions executed via the Auto-Sell Account may give rise to exchange-control obligations, import or export payment classifications, reporting requirements or restrictions, and that the Account Holder remains solely responsible for determining the applicability of, and complying with, any such obligations under applicable law, including the laws of the Republic of South Africa.

6.3.4. The Account Holder further represents and warrants that it remains fully compliant with all applicable laws, including but not limited to tax laws, exchange-control regulations, financial reporting obligations, anti-money laundering and counter-terrorist financing laws and any other statutory or regulatory obligations relevant to the receipt, conversion and withdrawal of Crypto Assets or Fiat through the Auto-Sell Account. The Account Holder shall indemnify and hold VALR harmless in respect of any liability arising from its failure to comply with such obligations.

6.3.5. VALR may, at any time and in its sole discretion and without liability, suspend, limit, delay or terminate the Account Holder’s access to or use of the Auto-Sell Account where VALR reasonably suspects non-compliance with these Terms, the Account Holder’s applicable TPPP or Conversion Agreement, any unlawful activity or circumvention of applicable law, or where required by VALR’s internal policies, regulatory obligations or by law. VALR may also suspend or refuse any Auto-Sell transaction in accordance with clauses 5, 6 or 21 of these Terms.

6.3.6. The Account Holder acknowledges and agrees that all conversions, payments and settlements performed under the Auto-Sell Account are final and irreversible once processed, except to the extent permitted by VALR in terms of clause 5.7 (Rectification of Errors).

7. STAKING

7.1. VALR makes on-chain proof-of-stake staking services (“Staking”) available to Account Holders who fulfil certain eligibility criteria (“Eligible Account Holder(s)”).

7.2. Availability. Staking is offered by VALR to Eligible Account Holders in respect of certain digital assets (“Supported Digital Asset(s)”). Staking rewards shall be governed by clause 7.7 below (“Rewards”) and are subject to the Eligible Account Holder contributing the Supported Digital Assets to VALR in exchange for the opportunity to obtain Rewards.

7.3. Opt-in. In order to utilize the Staking services, the Eligible Account Holder must: (i) buy or hold a Supported Digital Asset; and (ii) opt-in to Staking by accessing VALR’s staking service from the Wallet of the Eligible Account Holder and confirming that they wish to stake the Supported Digital Asset and further confirming the amount of the Supported Digital Asset that they wish to stake. The two actions outlined above are collectively referred to as “Opting-in”. By doing so, the Account Holder consents to: (i) the Supported Digital Asset(s) which are staked (“Staked Asset(s)”) participating in the Staking services; and (ii) VALR transferring the Staked Assets into a separate account for the purposes of facilitating Staking on the applicable protocol on behalf of the Eligible Account Holder. The rights, title and ownership of the Staked Assets shall at all times remain with the Eligible Account Holder, and shall at no point transfer to VALR. All Staked Assets are therefore held by VALR for the Eligible Account Holder, are not the property of VALR, and shall not be subject to claims of VALR’s creditors. Except as required by law, VALR will not sell, loan, transfer, hypothecate or otherwise alienate Staked Assets unless instructed to do so by the Eligible Account Holder.

7.4. Staking Service and Limitations. When Supported Digital Assets are staked with VALR, VALR or any of VALR’s affiliates, will facilitate the Staking of the Supported Digital Asset on behalf of the Eligible Account Holder by acting as a transaction validator on the applicable network for the Staked Assets. Depending on the Supported Digital Asset protocol, there may be a delay before Staked Assets are eligible to participate in the transaction validation process and earn Rewards. The Eligible Account Holder acknowledges that Staking on VALR is subject to: (i) the Eligible Account Holder holding a prescribed minimum amount of Supported Digital Assets, which minimum amount is decided by VALR in its sole discretion; and (ii) any maximum limit of Staked Assets as prescribed by VALR in its sole discretion.

7.5. Lockup Period. The Eligible Account Holder acknowledges and agrees that by Opting-in to utilise VALR’s Staking service, the Staked Assets may be held for a lockup period (restricted from sale or transfer for a period of time while Staking). The lockup period will be determined by VALR in its sole discretion and will be dependent on the decision of the applicable Supported Digital Asset protocol team. During such vesting period the Eligible Account Holder will not be permitted under any circumstances to remove or withdraw the Staked Assets from VALR’s Platform.

7.6. Unstaking. The Eligible Account Holder will need to request for Staked Assets to be unstaked before they can be sold or transferred. When such a request to unstake has been received by VALR, VALR will take blockchain operations on behalf of the Eligible Account Holder to wind-down the Staked Assets’ participation in the validation process of the relevant protocol. VALR endeavours to allow an Eligible Account Holder to unstake their Staked Assets immediately, however the Eligible Account Holder hereby acknowledges and agrees that the unstaking period may not be immediate (in VALR’s sole discretion) and may be comprised of: (i) any applicable protocol unstaking period or epoch, (which is dependent on the protocol itself (certain protocols take two weeks to unstake as an example); (ii) any blockchain operations undertaken by VALR which may take up to 48 (fourty eight) hours to complete; and (iii) delays to withdrawals as outlined in clause 5.2 above. The Eligible Account Holder’s receipt of Rewards during the unstaking process may depend on the applicable protocol.

7.7. Rewards. If VALR or an affiliate successfully performs a validation task in the Staked Asset, the Eligible Account Holder may earn a Reward granted by that Supported Digital Asset protocol’s network. VALR will remit to the Account Holder the applicable percentage of Rewards received from the Supported Digital Asset’s protocol attributable to the Account Holder’s Staked Assets. The Eligible Account Holder hereby agrees and acknowledges that the Staking Rewards will:

7.7.1. Be determined by VALR in its sole discretion and be credited to the Eligible Account Holder’s VALR Account (not re-staked) in frequencies and intervals as determined by VALR in its sole discretion;

7.7.2. Be credited to the Eligible Account Holder’s VALR Account by taking into account the amount of principal and previously accrued Rewards that remain staked with VALR, and in the same asset as the applicable Staked Asset;

7.7.3. Be subject to a Staking fee and/or commission. VALR may change these commissions at any time, including after Eligible Assets have been staked. VALR may also offer lower commissions for certain assets on a promotional basis, and these promotional commissions may differ among VALR users;

7.7.4. Vary according to the type of Supported Digital Asset protocol in terms of which the Eligible Asset is staked; and

7.7.5. Not be guaranteed. VALR MAKES NO GUARANTEE THAT ANY STAKING REWARDS WILL BE RECEIVED.

7.8. Slashing. Transaction validators representing certain digital assets may incorrectly validate a transaction. In such instances, some digital asset networks may subject Staked Assets to ‘slashing’. VALR will use commercially reasonable efforts to prevent any Staked Assets from slashing; however, in the event that they are, VALR will replace Staked Assets for so long as such penalties are not a result of: (i) the Eligible Account Holder’s acts or omissions; (ii) acts or omissions of any third party service provider; (iii) protocol-level failures caused by maintenance, upgrades, bugs or general failure; (iv) a force majeure event as defined in clause 35 below; (v) acts by any malicious actors (including hackers); or (vi) any other events outside the reasonable control of VALR.

7.9. DeFi Lending. 

7.9.1. As part of the Staking service, VALR may make decentralized finance lending services (“DeFi Lending Services”) available to Eligible Account Holders on VALR’s Platform.

7.9.2. Availability. Eligible Account Holders may elect to exercise Opting-In to the DeFi Lending Services by selecting the applicable Crypto Asset as the Supported Digital Asset that they wish to lend and will become eligible to earn Rewards on these staked assets (“DeFi Staked Assets”). The DeFi Lending Services are made available to Eligible Account Holders through third party decentralized finance protocols such as Aave (“Third Party DeFi Protocol”). 

7.9.3. DeFi Lending Services and Limitations. The DeFi Lending Services are subject to all Staking requirements under this clause 7. By Opting-In to the DeFi Lending Services, the Eligible Account Holder hereby agrees and acknowledges that:

7.9.3.1. In order to give effect to the DeFi Lending Services, VALR may:

7.9.3.1.1. be required to transfer the DeFi Staked Assets between different blockchain networks as required. Depending on the blockchain network, there may be a delay before the DeFi Staked Assets are eligible to participate in the transaction validation process and earn Rewards; and/or

7.9.3.1.2. At its sole and absolute discretion, convert the applicable DeFi Staked Assets into any other Crypto Asset(s) as may be required by the Third Party DeFi Protocol, for example converting ETH to WETH. The Eligible Account Holder further acknowledges and agrees that VALR shall not be liable for any losses, including but not limited to any loss in the value of the converted DeFi Staked Assets, that may be incurred by the Eligible Account Holder as a result of such conversions;

7.9.3.2. The Third Party DeFi Protocol will use its open-source self-executing smart contract-based lending system, to enable the DeFi Lending Services. The smart contract will be executed dependent on and within the parameters of Third Party DeFi Protocol’s protocols. When an Eligible Account Holder has exercised its Opting-In to the DeFi Lending Services, the DeFi Staked Assets will be sent off of VALR’s Platform and be locked into a smart contract on the Third Party DeFi Protocol until executed. The Eligible Account Holder’s lockup period (as referred to in clause 7.5 above) will remain until the smart contract is executed, and during such vesting period the Eligible Account Holder will not be permitted under any circumstances to remove or withdraw the DeFi Staked Assets from VALR’s Platform; and

7.9.3.3. All DeFi Lending Services will be subject to the Third Party DeFi Protocol’s Terms of Service, including Aave, as updated from time to time.

7.9.4. Risks. The Staking service poses risk. Before participating in the Staking service, it is important for the Eligible Account Holder to understand the specific and unique risks attached to utilising the Staking service. THE ELIGIBLE ACCOUNT HOLDER AGREES AND UNDERSTANDS THAT VALR DOES NOT GUARANTEE THE RECEIPT OF REWARDS, AND THAT THE APPLICABLE REWARD PERCENTAGE: (I) MAY CHANGE AT ANY TIME IN VALR’S SOLE DISCRETION; (II) IS NOT GUARANTEED AND IS SOLELY AN ESTIMATE; AND (III) MAY BE MORE OR LESS THAN THE ACTUAL STAKING REWARDS VALR RECEIVES FROM THE SUPPORTED DIGITAL ASSET PROTOCOL. THE ELIGIBLE ACCOUNT HOLDER SHOULD CAREFULLY EXAMINE THEIR OBJECTIVES, RISK TOLERANCE AND FINANCIAL RESOURCES TO DETERMINE WHETHER PARTICIPATING IN THE STAKING SERVICE IS APPROPRIATE. The following specific risks associated with Staking are to be noted:

7.9.4.1. Market risk: The price of a staked Eligible Asset is subject to volatility and your investment may thus decrease significantly.

7.9.4.2. Liquidity Risk: Low liquidity assets may be hard or impossible to sell and you could therefore be ‘stuck’ with an asset.

7.9.4.3. Lockup Period: As stated in 7.5 above, during the applicable lockup period you may be unable to withdraw your Staked Assets, so if the market drops, so does your investment.

7.9.4.4. Validator Risk: There is a potential for error as you are relying on an external validator.

7.9.4.5. Reward Frequency: Some Supported Digital Assets pay daily, others monthly. The frequency of Rewards may not be consistent.

7.9.4.6. No Guarantee of On-Chain Staking Services: While VALR employs measures to ensure that the Staking services are accessible 24 (twenty four) hours a day and 7 (seven) days a week, VALR cannot guarantee uninterrupted or error-free operation of the Staking services or that VALR will correct all defects, prevent third-party disruptions or unauthorized third party access. In the event of such disruptions, any Staked Assets may not be generating the Rewards.

7.9.4.7. Dust Amounts: Staking Rewards may be credited as an amount that is too small to be transferred out of the Eligible Account Holder’s VALR Account, traded or withdrawn.

7.9.4.8. DeFi-Lending Specific Risks.

7.9.4.8.1. Insurance: Neither VALR nor the Third Party DeFi Protocol offers insurance. As a decentralized cryptocurrency platform, there is no insured protection of staked funds.

7.9.4.8.2. Smart Contracts: Funds locked into a smart contract cannot be accessed until the relevant borrower loan has been repaid.

7.9.4.8.3. Slashing: In addition to the Slashing risks identified in clause 7.8 above, the Third Party DeFi Protocol may impose additional measures where a shortfall in the Third Party DeFi Protocol occurs. This may result in part of the DeFi Staked Assets being sold to mitigate the applicable deficit, leading to potential loss to the Eligible Account Holder.

7.9.4.8.4. Protocol Security Risks: There is a risk that the Third Party DeFi Protocol could contain unknown bugs, which may affect the DeFi Staked Assets. Any security compromise including hacking of the Third Party DeFi Protocol and its systems could result in a total loss of funds for the Eligible Account Holder.

7.9.4.8.5. Loss of Support: VALR or any related third party service provider (such as the Third Party DeFi Protocol) may suspend or cease to support the transfer, storage or conversion of any Crypto Asset and/or DeFi Staked Assets at any time at VALR’s discretion or such third party service provider's discretion;

7.9.4.8.6. Loss of Value: The DeFi Staked Asset may decrease in value or lose all of its value due to various factors including discovery of wrongful conduct, market manipulation, changes to the Crypto Asset offering, suspension or cessation of support for the Crypto Asset by VALR, the Third Party DeFi Protocol or other exchanges or service providers, and other factors outside the control of VALR; and

7.9.4.8.7. De-Pegging: While a stablecoin is pegged to an underlying Fiat currency as a stablecoin, it may not be backed by the underlying currency, but backed rather by ‘fully reserved assets’.  As the value of the currency fluctuates in comparison to other Fiat, so will the value of the stablecoin. The value of the stablecoin could fluctuate above or below the expected value of the underlying currency. VALR shall not be responsible for any losses that may result from fluctuations in the value of the stablecoin or the de-pegging of the stablecoin, including de-pegging on the Third Party DeFi Protocol.

7.10. The Eligible Account Holder hereby acknowledges and agrees that under no circumstances will the Staking and DeFi Lending Services constitute a mandate given to VALR to trade on behalf of the Eligible Account Holder in any manner. VALR will act solely upon the instruction of the Eligible Account Holder in giving effect to the Staking and DeFi Lending Services.

8. USDC CONVERSION SERVICES

8.1. VALR makes USD Coin (USDC) conversion services (“USDC Conversion Services”) available to Account Holders, subject to applicable law, who fulfil certain eligibility criteria and are approved by VALR (“USDC Eligible Account Holder(s)”) through a subsidiary VALR entity.

8.2. Availability. USDC Conversion Services are offered by VALR to USDC Eligible Account Holders in respect of USDC via the Platform. Account Holders may elect to buy, sell, store, withdraw or transfer USDC as well as convert United States Dollars (USD) to USDC via the Platform through a subsidiary VALR entity. USDC is offered to Eligible USDC Account Holders through Circle Internet Financial Limited (“Circle”). For further information please refer to Circle’s support site found here: support.usdc.circle.com.

8.3. USDC Transactions. 

8.3.1. In order to utilise the USDC Conversion Services, the USDC Eligible Account Holder shall send USD to the bank account of  a subsidiary VALR entity via wire transfer (“USD Funding”), which bank account details shall be provided by VALR to USDC Eligible Account Holders, all in accordance with the funding provisions as listed in clause 5.1 above (“USDC Transaction”).  By doing so, the Account Holder acknowledges, agrees and consents to: (i) the USD Funding amount being converted by VALR or a subsidiary VALR entity into the corresponding amount of USDC within the timeframes stipulated by VALR from time to time; and (ii) VALR crediting the USDC Eligible Account Holder’s Wallet with the corresponding value in USDC, less any applicable fees (which includes any bank charges, minting fees charged by Circle and service fees charged by VALR from time to time). 

8.3.2. The Account Holder hereby acknowledges and agrees that USDC Conversion Services are subject to VALR’s prescribed limits from time to time, and any USD Funding exceeding such prescribed limits may: (i) be returned to the USDC Eligible Account Holder; (ii) be subject to additional fees; and (iii) not be converted to USDC within the timeframes specified by VALR from time to time or may not be converted by VALR or a subsidiary VALR entity at all. Any fees chargeable by the USDC Eligible Account Holder’s bank and/or their intermediary banks relating to the USD Funding, including but not limited to any processing fees, administration fees or intermediary bank’s processing fees shall be borne by the USDC Eligible Account Holder entirely. 

8.3.3. The Account Holder hereby acknowledges and agrees that the use of the USDC Conversion Services shall be subject to the applicable fees as stipulated by VALR from time to time.

8.4. Withdrawal. The USDC Eligible Account Holder may elect to withdraw USD into their nominated USD bank account in accordance with the withdrawal provisions as listed in clause 5.2 above and subject to applicable law. By electing to withdraw USD, the Account Holder acknowledges, agrees and consents to: (i) the USDC amount being converted by VALR or a subsidiary VALR entity into the corresponding amount of USD within the timeframes stipulated by VALR from time to time; and (ii) VALR crediting the USDC Eligible Account Holder’s nominated USD bank account with the corresponding value in USD, less any applicable fees (which includes any bank charges, redemption fees charged by Circle and service fees charged by VALR from time to time). 

8.5. Limitation and Termination of USDC Conversion Services. VALR may, in its sole discretion, suspend, limit or terminate the USDC Eligible Account Holder’s use of the USDC Conversion Services: (i) for the purposes of compliance with applicable law; (ii) where VALR suspects that a USDC Transaction effected by the USDC Eligible Account Holder is connected or potentially connected to any unlawful activities or circumvention of applicable laws (including any exchange control regulations; (iii) as may be informed by VALR’s internal policies or procedures; or (iv) as otherwise permitted under these Terms.

8.6. Risks. The USDC Conversion Services poses risks. Before participating in the USDC Conversion Services, it is important for the USDC Eligible Account Holder to understand the specific and unique risks attached to utilising the USDC Conversion Services. In addition to all risks inherent to the purchase or sale of USDC, including the risk of potential financial losses, the following specific risks associated with the USDC Conversion Services are to be noted:

8.6.1. VALR, VALR's subsidiary entities or any related third party service provider (such as Circle or a third party banking partner) may suspend or cease to support the transfer, storage or conversion of USDC at any time at VALR or a subsidiary VALR entity's discretion or such third party service provider's discretion;

8.6.2. USDC may decrease in value or lose all of its value due to various factors including discovery of wrongful conduct, market manipulation, changes to the USDC offering, suspension or cessation of support for USDC by VALR or a subsidiary VALR entity or other exchanges or service providers, and other factors outside the control of VALR or a subsidiary VALR entity;

8.6.3. While USDC is pegged to USD as a stablecoin, USDC is not backed by the USD, but backed rather by ‘fully reserved assets’.  As the value of the USD fluctuates in comparison to other fiat, so will the value of the USDC. The value of USDC could fluctuate above or below 1 USD. VALR shall not be responsible for any losses that may result from fluctuations in the value of USDC or the depegging of the USDC stablecoin; and

8.6.4. USDC transactions are not reversible. VALR shall take no responsibility and have no liability where addresses, account details or references have been entered incorrectly.

8.7. Acknowledgments by USDC Eligible Account Holder. By utilising the USDC Conversion Services or by buying or selling USDC on the Platform, the USDC Eligible Account Holder acknowledges and agrees that: 

8.7.1. It has read, understood and accepted all rules or technical standards set by Circle, including without limitation the Circle USDC Agreement;

8.7.2. VALR and VALR's subsidiaries shall not in any circumstance be the issuer of the USDC, has no obligation to  redeem or repurchase USDC purchased by the Account Holder for fiat currency, and does not hold USD on reserve for USDC holders. Any redemption of USDC by the USDC Eligible Account Holder shall be undertaken against the issuer of USDC directly;

8.7.3. All USD Funding shall be made to a subsidiary VALR entity’s USD bank account and the USDC Eligible Account Holder acknowledges and agrees that a subsidiary VALR entity shall be providing the USDC Conversion Services to the USDC Eligible Account Holder on behalf of VALR;

8.7.4. All USD Funding is non-reversible and non-refundable. VALR or a subsidiary VALR entity may in its sole discretion, cancel, void or refuse to process any USD Funding. In the event of a rejected USD Funding any fees already charged by banks including their intermediary banks, are non-refundable; 

8.7.5. It shall be fully responsible for reporting and paying any taxes arising from its use of the USDC Conversion Services, including any accurate reporting of the tax or legal status of USDC in the USDC Eligible Account Holder’s applicable jurisdiction;

8.7.6. It shall not under any circumstances utilise VALR’s USDC Conversion Services to circumvent or contravene applicable laws and accordingly the USDC Eligible Account Holder acknowledges and agrees that it shall comply with all applicable laws; and

8.7.7. VALR AND VALR'S SUBSIDIARIES SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY LIABILITY, COSTS, LOSS, DAMAGES, EXPENSES OR CLAIMS WHATSOEVER ARISING OUT OF OR IN RELATION TO THE USE OF THE USDC CONVERSION SERVICES, INCLUDING BUT NOT LIMITED TO CIRCUMSTANCES OF DELAYED SETTLEMENT OF USDC UNLESS SUCH LOSS WAS DUE TO THE WILFUL MISCONDUCT OR GROSS NEGLIGENCE OF VALR OR VALR'S SUBSIDIARIES.

9. REPEAT ORDER SERVICES

9.1. VALR makes a repeat order service (“Repeat Order Services”) available to Account Holders who fulfill certain eligibility criteria and are approved by VALR (“Repeat Order Eligible Account Holder(s)”).

9.2. Availability. Repeat Order Services are offered by VALR to Repeat Order Eligible Account Holders via the Platform. Repeat Order Eligible Account Holders may elect to buy Crypto Assets made available by VALR under the Repeat Order Services (“Repeat Order Crypto Asset”) in accordance 9.3.1 below (“Repeat Order”). 

9.3. Repeat Order Transactions. 

9.3.1. In order to utilise the Repeat Order Services, the Repeat Order Eligible Account Holder shall: (i) enable the ‘Repeat Order’ option on the Platform and select: (a) the repeat order frequency from the frequency options made available by VALR on the Platform from time to time; (b) the repeat order amount (“Repeat Order Amount”); and (c) the repeat order payment currency; and (ii) deposit/hold sufficient payment currency equivalent to the amount of Repeat Order Crypto Assets to cover the Repeat Order transaction (“Repeat Order Transaction”). 

9.3.2. By doing so, the Repeat Order Eligible Account Holder acknowledges, agrees and consents to: (i) VALR creating a pending Repeat Order Transaction at the time of scheduling the Repeat Order Transaction (which scheduled Repeat Order Transaction will be executed at times determined by VALR in its sole and absolute discretion); and (ii) VALR debiting the Eligible Repeat Order Account Holder’s VALR Account  with the Repeat Order Amount. The Repeat Order Eligible Account Holder authorizes VALR to initiate and finalise the Repeat Order Transaction. The Repeat Order Transaction will occur in identical, periodic installments, based on the Repeat Order Eligible Account Holder’s selection, until either the  Repeat Order Eligible Account Holder or VALR cancels the Repeat Order.

9.3.3. The Repeat Order Eligible Account Holder hereby acknowledges and agrees that the amount of any Repeat Order Crypto Assets purchased in each Repeat Order Transaction will depend on the market price at the time of the Repeat Order Transaction and will only be determined once the Repeat Order Transaction is executed. There is no guarantee that the Repeat Order Transaction will execute at a specific price and the Repeat Order Transaction may not execute immediately after it is triggered.

9.4. Fees. The Repeat Order Eligible Account Holder hereby acknowledges and agrees that the use of the Repeat Order Services shall be subject to the applicable fees as stipulated by VALR from time to time. The Repeat Order Eligible Account Holder authorizes VALR to deduct fees directly from the applicable balance in the Repeat Order Eligible Account Holder’s VALR Account without notice. 

9.5. Cancellation, Limitation and Termination of Repeat Order Services. 

9.5.1. The Repeat Order Eligible Account Holder may cancel the Repeat Order Services at any time by canceling the Repeat Order Services on the Platform. The Repeat Order Eligible Account Holder acknowledges the following: (i) All Repeat Order Transactions are final and non-refundable; and (ii) Upon cancellation, all open Repeat Order Transactions will remain open until fulfilled and the Repeat Order Eligible Account Holder shall not be entitled to a refund of funds already processed in respect of a Repeat Order Transaction at the time of cancellation.

9.5.2. If the Repeat Order Eligible Account Holder’s Repeat Order Transaction is not successful or their payment method does not have sufficient amount of applicable payment currency to complete the Repeat Order Transaction, the Repeat Order Eligible Account Holder further authorises VALR in its sole discretion, to: (i) cancel the Repeat Order or Repeat Order Transaction; or (ii) keep the Repeat Order Transaction open until the Repeat Order Eligible Account Holder has a sufficient amount of applicable payment currency to complete the Repeat Order Transaction. The Repeat Order Eligible Account Holder hereby agrees that future funding of their VALR account may be used by VALR to execute the Repeat Order Transaction in the event that it has not been cancelled.

9.5.3. VALR may, in its sole discretion, suspend, limit or terminate the Repeat Order Eligible Account Holder’s use of the Repeat Order Services: (i) for the purposes of compliance with applicable law; (ii) where VALR suspects that a Repeat Order Transaction effected by the Repeat Order Eligible Account Holder is connected or potentially connected to any unlawful activities or circumvention of applicable laws (including any exchange control regulations; (iii) as may be informed by VALR’s internal policies or procedures; or (iv) for convenience in its sole discretion or as otherwise permitted under these Terms. In such instances, VALR will terminate any Repeat Order Transactions, and will be under no obligation to allow the Repeat Order Eligible Account Holder to reinstate a Repeat Order Transaction at the same price or on the same terms as the canceled Repeat Order Transaction.

9.6. The Repeat Order Eligible Account Holder shall be responsible on an ongoing basis for checking whether it has sufficient payment currency in order to effect the Repeat Order Transaction and VALR shall not be responsible or obliged to inform the Repeat Order Eligible Account Holder in the event that it has insufficient payment currency for the Repeat Order Transaction nor that the Repeat Order Transaction may be terminated. 

9.7. VALR SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY LIABILITY, COSTS, LOSS, DAMAGES, EXPENSES OR CLAIMS WHATSOEVER ARISING OUT OF OR IN RELATION TO THE USE OF THE REPEAT ORDER SERVICES, UNLESS SUCH LOSS WAS DUE TO THE WILFUL MISCONDUCT OR GROSS NEGLIGENCE OF VALR.

10. BUNDLE SERVICES

10.1. VALR makes bundle services (“Bundle Services”) available to Account Holders who fulfill certain eligibility criteria and are approved by VALR (“Eligible Bundle Account Holder(s)”). Bundle Services are offered by VALR to Eligible Bundle Account Holders via the Platform.

10.2. Bundles. VALR’s bundles (“Bundles”) are a proprietary technology which enables Eligible Bundle Account Holders, through direct indexing, to own a bundle of assets in accordance with the Bundle Methodology (as defined below) and operational rules set out herein.

10.3 Bundle Methodology. The Bundles are subject to VALR’s proprietary bundle methodology (“Bundle Methodology”) and each Bundle shall be construed in accordance with such Bundle Methodology. Details on the Bundle Methodology applicable will be made available on the Platform. By purchasing a Bundle, the Account Holder hereby agrees to the rules of the specific Bundle Methodology which are incorporated by reference into these Terms and may be updated from time to time. VALR may modify the Bundle Methodology in any way, including but not limited to the composition, weightings, eligibility criteria, or other parameters of a Bundle where VALR, acting reasonably, determines such modification is necessary due to listing criteria, market conditions, regulatory requirements, custody considerations, security incidents, or other relevant circumstances in VALR’s sole discretion.

10.4. Bundle Transactions.

10.4.1. In order to utilise the Bundle Services, the Eligible Bundle Account Holder shall select the desired Bundle and ensure sufficient Fiat or Crypto Assets are available in their VALR Account to fund the purchase of the Bundle (“Bundle Transaction”). By initiating a Bundle Transaction, the Eligible Bundle Account Holder authorises VALR to acquire, on their behalf, the Crypto Assets comprising the Bundle in the proportions determined by VALR in the Bundle Methodology at the time of execution.

10.4.2. The purchase price of a Bundle shall be calculated with reference to the prevailing market prices of the underlying Crypto Assets at the time of execution of the Bundle Transaction, together with any applicable fees as set out on VALR’s Platform. The Eligible Bundle Account Holder acknowledges and agrees that the value of the Crypto Assets included in the Bundle may fluctuate as a result of market volatility, and that VALR does not guarantee any returns, profits, or the preservation of capital.

10.4.3. Bundle Transactions shall be final, binding and non-reversible. 

10.5. Rebalancing. VALR shall periodically rebalance a Bundle in accordance with the Bundle Methodology in order to meet the predetermined weightings, inclusion and other methodology criteria, which may include adjusting the constituents or weightings of Crypto Assets included therein. This rebalancing process is passive and fully automatic in accordance with the Bundle Methodology and the Account Holder’s instruction and VALR does not exercise any discretion in rebalancing a Bundle. By purchasing a Bundle, the Eligible Bundle Account Holder authorises VALR to perform any such rebalancing on their behalf. Any fees associated with such rebalancing shall be included in the applicable fees as set out on VALR’s Platform for which the Eligible Bundle Account Holder will be liable. Rebalancing of Bundles typically occurs on a monthly basis, though the frequency and timing are subject to change at VALR’s discretion. During the rebalancing window, the ability to trade Bundles may be temporarily limited. 

10.6. Withdrawals and Sales. The Eligible Bundle Account Holder acquires direct ownership in the underlying Crypto Assets through direct indexing, however, while held within the Bundle, such Crypto Assets cannot be individually transferred or withdrawn. The Eligible Bundle Account Holders also acknowledge that the Bundles cannot be transferred off of VALR’s platform. Eligible Bundle Account Holders may only sell or liquidate the Bundle as a whole via the Platform. Upon liquidation, the constituent Crypto Assets (or the proceeds thereof) will be credited to the Eligible Bundle Account Holder’s VALR Account, less any applicable fees.

10.7. Fees. The Eligible Bundle Account Holder acknowledges and agrees that the Bundle Services are subject to all applicable fees, which may include but is not limited to, transaction fees, rebalancing fees, management fees and withdrawal fees, as published by VALR on its Platform from time to time. VALR reserves the right to deduct such fees directly from the Eligible Bundle Account Holder’s VALR Account without further notice. It is the Eligible Bundle Account Holder’s responsibility to ensure that they are aware of current applicable fees, commissions, interest, charges and rates.

10.8. Risks. The Bundle Services involve significant risks. The Eligible Bundle Account Holder should carefully consider their investment objectives, risk appetite, and financial situation before using the Bundle Services. In addition to the risks set out in clause 30 (Risk Disclosures), the following specific risks apply:

10.8.1. Market Risk: The value of Crypto Assets included in a Bundle may fluctuate significantly and may result in a partial or total loss of invested capital.

10.8.2. Constituent Risk: The composition and weighting of Crypto Assets within a Bundle may change over time, which may impact overall performance. Bundle composition and weighting may change frequently and materially due to rebalancing.

10.8.3. Liquidity Risk: Some Crypto Assets included in a Bundle may have limited liquidity, which may affect the Account Holder’s ability to sell or withdraw such assets.

10.8.4. No Guarantee of Performance: VALR does not provide any warranty or guarantee regarding the performance or profitability of any Bundle. Past performance is not indicative of future returns.

10.8.5. Tracking Error and Methodology Deviations: The performance of a Bundle may deviate from the Bundle Methodology, index or reference composition due to transaction costs, rebalancing fees, liquidity constraints, market volatility, regulatory restrictions, or other operational factors. VALR does not guarantee that a Bundle will perfectly replicate its intended Bundle Methodology.

10.8.6. General Risk: Information provided by VALR regarding Bundles is for informational purposes only and does not constitute financial, legal, tax, or investment advice. The Eligible Bundle Account Holder is solely responsible for evaluating whether Bundles are suitable for their  financial situation, risk tolerance and investment goals. The Eligible Bundle Account Holder should conduct their own due diligence and seek independent professional advice where appropriate.

10.9. Suspension, Limitation or Termination of Index Bundle Services. VALR may, at any time and in its sole and absolute discretion, immediately discontinue, suspend, limit or terminate the Bundle Services, an Eligible Bundle Account Holder’s access to the Bundle Services, or to limit, restrict or impose delays on any Bundle Transactions WITH NO LIABILITY TO AN ACCOUNT HOLDER OR ANY THIRD PARTY. Including, inter alia, for the following reasons:

10.9.1. to comply with applicable law or regulation;

10.9.2. where VALR reasonably suspects that a Bundle Transaction is related to any unlawful or prohibited activity;

10.9.3. where required by VALR’s internal policies or procedures; or

10.9.4. for any other reason permitted in VALR’s sole and absolute discretion.

10.10. VALR reserves the right to modify the composition, methodology or structure of any Bundle, amend these Bundle Services or discontinue the offering of any Bundle at any time in its sole discretion. VALR shall use commercially reasonable efforts to notify affected Eligible Bundle Account Holders of any discontinuation of a Bundle at least 7 (seven) days prior to such discontinuation to allow for appropriate action to be taken by the Account Holder. The Eligible Bundle Account Holder acknowledges that VALR may be unable to provide prior notice or reasons for suspension, limitation, or termination of the Bundle Services where prohibited by law, regulation, or VALR’s internal security protocols.

10.11. Asset Eligibility and Exclusions. Further to clause 10.3 above, Crypto Assets included in any Bundle must meet VALR’s internal eligibility requirements, which may consider factors such as market capitalization, liquidity, trading volume, community support, and listing on reputable exchanges. Certain asset types may be excluded from Index Bundles at VALR’s discretion.

10.12. Turnover Management. VALR may implement thresholds or other techniques to minimise unnecessary turnover in Bundles and reduce transaction costs, while maintaining alignment with the underlying Bundle Methodology.

10.13. Compliance with Laws.  The Eligible Bundle Account Holder is solely responsible for ensuring compliance with all applicable laws, including but not limited to tax reporting, exchange control, and regulatory requirements in their jurisdiction. VALR does not provide tax, legal or investment advice, and makes no representations regarding the legal or regulatory treatment of Bundles in any jurisdiction. Bundles may be subject to geographic restrictions in VALR’s sole and absolute discretion. 

10.14. Network Events. In the event of hard forks, airdrops or other network events, VALR will determine in its sole discretion whether and how such events will affect the composition of any Bundle, and whether the resulting assets will be included, excluded, or distributed to Eligible Bundle Account Holders. VALR shall have no obligation to support, credit or make available any such assets unless expressly determined in its sole discretion.

10.15. Product Nature. Index Bundles are not collective investment schemes, mutual funds, or exchange-traded products. Eligible Bundle Account Holders acquire direct ownership of the underlying Crypto Assets comprising the Bundle.   

10.16. Disclaimer of Liability. The Bundle Services are provided on an ‘as is’ and ‘as available’ basis without any representation, warranty or guarantee of any kind, whether express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement. To the fullest extent permitted by law, VALR shall not be liable for any direct, indirect, incidental, special, consequential, punitive or exemplary losses or damages arising from or related to the use of the Bundle Services, save to the extent such losses are directly attributable to VALR’s gross negligence or wilful misconduct. The Eligible Bundle Account Holder acknowledges the additional risks described in VALR's Risk Disclosures, which apply in full to the use of Index Bundle Services.

11. SUPPORT FOR CRYPTOCURRENCIES, NETWORKS, TOKENS AND/OR ASSETS

11.1. VALR retains the right, in its sole discretion to determine whether to support transfer, storage or trading of a particular cryptocurrency, token or asset (including a Fiat currency) and may discontinue or terminate any support for Crypto Assets or a Fiat currency 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 Asset or a Fiat currency. If VALR ceases to support transfer or storage of a Crypto Asset or a Fiat currency, 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 Asset or Fiat from the VALR Account to an External Address (or bank account in the case of Fiat) prior to support ceasing. If the Account Holder does not transfer the Crypto Asset or Fiat out of its VALR Account prior to cessation of support for such Crypto Asset or Fiat by VALR, the funds associated with such Crypto Asset or Fiat 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 Asset or Fiat currency.

11.2. Further to the above, if the Account Holder does not transfer the Crypto Asset or Fiat out of its VALR Account prior to cessation of support for such Crypto Asset or Fiat by VALR, VALR may in its reasonable discretion attempt to convert such Crypto Asset or Fiat into a different type of Crypto Asset/asset that is a stablecoin. VALR makes no guarantee or undertaking in relation to being able to retrieve any value for the Account Holder in the circumstances outlined in this clause and will not be liable to the Account Holder, or any other person, for any losses suffered as a result of ceasing to support a Crypto Asset or Fiat currency or the conversion of Crypto Assets or Fiat into another Crypto Asset/asset as outlined in this clause.

11.3. Should the Account Holder send unsupported Crypto Assets to VALR, or a third party sends unsupported Crypto Assets to a Wallet, VALR will not be able to access such Crypto Assets nor will VALR be able to transfer the Crypto Assets to the Account Holder. Further, should the Account Holder send Crypto Assets using an unsupported, incorrect or disabled blockchain network, or a third party sends Crypto Assets using an unsupported, incorrect or disabled blockchain network, VALR will not be able to access such Crypto Assets nor will VALR be able to transfer the Crypto Assets to the Account Holder.

11.4. The Account Holder is to ensure to send the correct Crypto Assets to the correct receive address and the correct blockchain network as sending to the wrong receive address will result in loss.

11.5. VALR will not be liable to the Account Holder, or any other person, for any losses suffered as a result of the Account Holder, or any other person, sending unsupported Crypto Assets to or from VALR or any other loss suffered under and in terms of this clause 11.

12. REFERRAL PROGRAMME, REWARDS AND PROMOTIONS

12.1 Referrals and Rewards

12.1.1. In order to benefit from VALR’s referral programme, all qualifying referrals must:

12.1.1.1. Use the Account Holder’s referral link to sign-up or enter the Account Holder’s unique referral code on the sign-up screen; and

12.1.1.2. Sign up and become semi-verified by verifying their email address and cell phone number.

12.1.2. 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.

12.1.3. 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.

12.1.4. Rebates and rewards will be paid out on a daily basis.

12.1.5. Rebates and rewards may be paid out in ZAR or in cryptocurrency / Crypto Assets depending on the trading fee. In order for VALR to pay out a rebate or reward, the calculated rebate or reward must be equal to or greater than the smallest representable unit of the payout currency. In the event that a rebate or reward falls below this minimum threshold, the amount will be rounded down to zero at VALR’s sole and absolute discretion and no rebate or reward will be payable.

12.1.6. Rebates are subject to a cap, beyond which no rebate will be paid (the current cap for rebates is R1,500.00 which cap may be amended by VALR from time to time).

12.1.7. 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 Asset 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.

12.1.8. VALR will determine the prevailing exchange rate to be used each day.

12.1.9. There is no limit to the number of referrals you can refer to VALR.

12.1.10. The details of the referral programme can be found here.

12.1.11. Account Holders may be rewarded for sending payments using VALR Pay to anyone that has not yet signed up to VALR. To earn the reward, the recipient must not yet have a VALR Account and the reward will be allocated upon the recipient signing up to VALR and becoming fully-verified. In the event that multiple Account Holders make payment to the same recipient, only the Account Holder that made the first payment may be eligible to receive a reward. VALR Pay rewards will be drawn from a reward pool and rewards will cease once the reward pool has been depleted. VALR reserves the right to change, reduce or replenish the reward pool at any time and for any reason at its sole discretion.

12.1.12. Any attempt to manipulate the referral programme, including by creating fake accounts, duplicate accounts, self-referred accounts, creating multiple accounts or referring affiliated or related entities or persons (including where entities are under common control or with common directors), may result in the disqualification of the referring party and/or the referred accounts from the referral programme and VALR will not pay out any rebates or rewards for such accounts. VALR reserves the right to withhold or reclaim any rewards or rebates issued in connection with such activity.

12.1.13. VALR reserves the right to change, update or cancel the referral programme, including the percentages and cap amounts of the rebates and rewards, at any time, for any reason, as and when may be required in its sole and absolute discretion.

12.1.14. 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.

12.2. Promotions

12.2.1. VALR may run competitions, giveaways or other types of campaigns from time to time (“Promotions”). Such Promotions may be run by VALR or through selected third parties. Without limiting the applicability of these Terms, the Account Holder agrees to be bound by any rules which may be published by VALR on the Website, when participating in the particular Promotion/s.

12.2.2. All Promotion participants must have their VALR Account verified before registering for and/or participating in any Promotions.

12.2.3. Unless specifically stated to the contrary in any Promotion, Subaccounts will not be considered as individual participants in any Promotion.

12.2.4. VALR reserves the right at any time in its sole and absolute discretion to determine and/or amend or vary Promotion terms and conditions without prior notice, including but not limited to canceling, extending, terminating, or suspending any Promotion, the eligibility terms and criteria, the selection and number of winners.

12.2.5. VALR reserves the right at any time, in its sole and absolute discretion, to disqualify any Account Holder from participating in a Promotion, receiving rewards relating to a Promotion and/or disqualifying any specific trades relating to a Promotion for any reason in VALR's sole and absolute discretion.

12.2.6. Prizes for Promotion will be awarded on a voetstoots basis, and VALR does not guarantee as to the extent, patent or latent defects, the nature, quality or legality of improvements, or the legality of any activities practiced thereon, and will not be held liable for any damages arising from same.

12.2.7. Prizes for Promotion winners will be distributed within a reasonable time after the winner is announced, in the form and manner as detailed in the specific Promotion.

12.3. Aliases

12.3.1. All Account Holders will be issued with a randomly generated alias (“Alias”). VALR may at its sole and absolute discretion, permit an Account Holder to create, amend and utilise a unique and personalised Alias.

12.3.2. Where an Account Holder has been granted this personalised Alias right by VALR, the Account Holder shall adhere to the following Alias rules (which rules may be amended by VALR from time to time):

12.3.2.1. Aliases should not be defamatory, vulgar, obscene or include language which could be deemed offensive. This includes the creative use or misspelling of characters and symbols to hide explicit content or use foul language;

12.3.2.2. Aliases should not be the name of another person or entity or that is not lawfully available for use, or a name or trademark that is subject to any rights of another person or entity other than the Account Holder, and may not be used to impersonate any other person;

12.3.2.3. Aliases must not be a URL or web address; and

12.3.2.4. Once an Alias is selected by an Account Holder and approved by VALR, it may not be changed by that Account Holder during the period of a particular Promotion.

12.3.3. The Account Holder agrees and acknowledges that should they breach any of the Alias rules in this clause 12.3, VALR shall have the right, in its sole and absolute discretion to:

12.3.3.1. Change the Account Holder’s Alias; and/or

12.3.3.2. Make Inaccessible (as such term is defined in clause 21.2.1 below) the Account Holder’s: (i) VALR Account; or (ii) participation in any applicable Promotion or any further Promotions.

12.3.4. The Account Holder further agrees and understands that the creation or use of an Alias shall not confer any intellectual property or proprietary rights to that Alias to that Account Holder, and VALR reserves the right to reuse and reallocate any Alias created by an Account Holder to another Account Holder.

12.3.5. Certain Promotions may include leaderboards on which an Account Holder’s Promotion ranking may be displayed. The Account Holder hereby gives its consent to utilise and show the Account Holder’s Alias on any leaderboard for any Promotion and in any Promotion advertising or marketing.

13. RESTRICTIONS

13.1. 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 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.

13.2. A Linked Bank Account will not be recognised by VALR if same is situated in a prohibited country, which appears on a government or international body sanctions list.

13.3. 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.

13.4. 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.

14. CONFIRMATION OF PERSONAL INFORMATION & ADDITIONAL INFORMATION AS REQUIRED

14.1. 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.

14.2. 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.

14.3. 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.

15. WARRANTIES BY THE ACCOUNT HOLDER 

15.1. The Account Holder hereby warrants that it/he/she: 

15.1.1. will not open a VALR Account in the name of a third party; 

15.1.2. will use their VALR Account for his/her/its sole benefit only, save for where: (i) an Account Holder who is a juristic person, utilises the Subaccounts feature and trades on behalf of its own clients in terms of clause 5.11 above, or (ii) VALR has provided its express written consent on a VALR letterhead for the Account Holder to use their VALR Account for the benefit of its own clients;

15.1.3. will not hold more than one VALR Account;

15.1.4. save where Shared Account Access is granted under clause 5.10 above, will not make use of, or involve itself with a VALR Account that is not its own; and

15.1.5. the VALR Account will be used for legitimate purposes only.

15.2. 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.

16. RESPONSIBILITY FOR ACCOUNT ACTIVITIES AND THE USE OF API 

16.1 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. 

16.2. At no time shall the onus of keeping secure the passwords, API keys or the like pass from the Account Holder to VALR.

17. VERIFICATION LEVELS

17.1. 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.

18. ACCOUNT CLOSURE PROCEDURES AND DEATH OF ACCOUNT HOLDER

18.1. Account Closure

18.1.1. An Account Holder may close its VALR Account at any time by submitting a request to VALR.

18.1.2. 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. The Account Holder shall be permitted to withdraw such funds for a period of days as prescribed by VALR following the request to close their VALR Account, to the extent not prohibited: (i) under Applicable Law; or (ii) by a valid subpoena, court order, or binding order of a government authority.

18.1.3. 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 or internal record keeping purposes, and accordingly a closed VALR Account cannot be reopened, but rather a new application submitted through the Platform.

18.1.4. Dormant Accounts (as defined in clause 19 below) may be closed subject to clause 19.

18.2. Death of Account Holder

18.2.1. Should VALR receive legal documentation confirming the death of the Account Holder or any other information leading VALR to believe that the Account Holder has died, VALR reserves the right to restrict or suspend the Account Holder’s VALR Account for security purposes and, during this time, to disallow the completion of any transactions to be completed until such time as VALR receives instructions from the Account Holder’s designated executor.

18.2.2. If VALR has reason to believe that the Account Holder may have died but VALR does not have proof of the Account Holder’s death in a form satisfactory to VALR, the Account Holder authorizes VALR to make all inquiries as may be necessary, whether directly or through third parties, in order to ascertain whether or not the Account Holder has died.

18.2.3. VALR reserves the right to demand all documentation that it, in VALR’s sole and absolute discretion, may deem necessary or appropriate in order to satisfy itself as to the identity and authenticity of the executor(s) of the deceased Account Holder’s estate, including (but not limited to) an order designating an executor / fiduciary from a court having competent jurisdiction over the Account Holder’s estate. In the event that VALR determines, in its sole and absolute discretion, that there is uncertainty regarding the validity of the executor / fiduciary designation, then VALR reserves the right to require an order resolving such an issue from a court of competent jurisdiction before taking any action relating to the Account Holder’s VALR Account.

18.2.4. Upon receipt by VALR of proof satisfactory to VALR of: (i) the death of the Account Holder; (ii) the appointment of the executor of the deceased Account Holder’s estate; and (iii) any other related information or documentation which VALR in its sole discretion may request, VALR may grant access to the executor to the VALR Account of the deceased Account Holder. The executor may then proceed to divest the funds held in the deceased’s VALR Account in accordance with their fiduciary duty.

19. UNCLAIMED VERIFIED CRYPTO ASSETS

19.1. 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 ("Dormant Account"), VALR may have an obligation to report and remit the funds (where Fiat or Crypto Assets) in the Dormant Account to the appropriate authority as unclaimed property.

20. PROTECTIVE MEASURES & CUSTODY

20.1. Although VALR has 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 and reporting any unrecognised or unusual activity to VALR as soon as it may occur.

20.2. An Account Holder shall also remain solely responsible for the safeguarding of its login details.

20.3. 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.

20.4. 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.

20.5. 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 enables 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.

20.6. Custody of Private Keys and Crypto Assets

20.6.1. VALR or VALR Vault (Pty) Ltd a juristic representative of VALR under FSP license number 53308 (“VALR Vault”) acts as the custodian of all Crypto Asset private keys associated with an Account Holder’s Account, and undertakes to securely store these private keys. In this regard, in addition to VALR Vault, VALR may use reputable local or international third-party custody partner(s) to assist with any and all custodial duties and requirements of private keys and Crypto Assets; 

20.6.2. The Account Holder accepts and agrees that VALR or VALR Vault will retain full control of an Account Holder’s private keys associated with the Account Holder’s VALR Account, and in this regard, such duty cannot and will not be assigned, ceded or transferred to the Account Holder; and 

20.6.3. The custodianship by VALR or VALR Vault of the Private Keys in no manner affects the Account Holder’s VALR Account nor the ownership of the Crypto Assets held in the Account Holder’s VALR Account. The Account Holder remains the beneficial owner of such Crypto Assets at all times.

20.7. Ownership and Segregation of Assets

20.7.1. At no time will ownership of the Crypto Assets vest in VALR or VALR Vault as a result of VALR or VALR Vault holding custodianship of the private keys on behalf of the Account Holder. Accordingly, ownership of Crypto Assets held by VALR or VALR Vault as a custodian shall at all times remain vested with the Account Holder and shall not pass to VALR or VALR Vault. 

20.7.2. In the unlikely event that VALR becomes subject to business rescue, liquidation or insolvency proceedings, neither VALR nor any third party creditors shall have any claim against Crypto Assets held on behalf of Account Holders by VALR or VALR Vault and such Crypto Assets shall not form part of the assets of VALR or VALR Vault.

21. CHANGES TO AND AVAILABILITY OF THE SERVICES

21.1. Services

21.1.1 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.

21.2. Account Suspension/Block/Inaccessibility

21.2.1. VALR reserves the right to suspend, block, freeze and or make inaccessible (“Inaccessible/Inaccessibility'') certain VALR Accounts for any reason whatsoever, including but not limited to suspected illegal activity in the use of such VALR Account (“Frozen VALR Account”).

21.2.2. In certain circumstances, VALR may deem it necessary to report such suspected illegal activity to applicable law enforcement agencies and other regulatory authorities, and the Account Holder may forfeit any rights associated with the Crypto Assets, including the ability to redeem or exchange the Account Holder’s Crypto Assets for other Crypto Assets or Fiat. VALR may also freeze/block/make Inaccessible Crypto Assets held in the Frozen VALR Account in the event that VALR receives a related order or request form a legal or regulatory authority.

21.2.3. The Account Holder may not be able to access or manage open positions or place orders on the Platform (through the Frozen VALR Account) during the period of such Inaccessibility if and until access to the Frozen VALR Account is restored to the Account Holder.

21.2.4. VALR may in its discretion close any open orders placed by the Account Holder, from a Frozen VALR Account.

21.2.5. VALR shall not be liable for any and all losses resulting from the suspension, block or freezing of the Frozen VALR Account (including by way of an Account Holder not having access to their account due to the direct or indirect block or suspension of a VALR Account or any Inaccessibility).

21.2.6. Failure of VALR to exercise any or all of its rights under this clause 21 shall not constitute a waiver of its rights to do so at any time thereafter, nor shall VALR be subject to any liability to the Account Holder for its acts or its failure to so act.

22. UNACCEPTABLE USE OR CONDUCT 

22.1. VALR reserves the right to restrict, suspend or terminate an Account Holder’s Account in the event or suspicion of one or more of the occurrences below. The Account Holder will not:

22.1.1. violate any law, regulation, contract, intellectual property or other third-party right while using the Services;

22.1.2. 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;

22.1.3. use the Services to pay for, support, or otherwise engage in any illegal gambling activities, fraud, money-laundering, corruption, bribery, terrorist activities, or other illegal activities; 

22.1.4. use any robot, spider, crawler, scraper, or other automated means or interface not provided by VALR to access the Services or to extract data;

22.1.5. use or attempt to use another user’s account without authorisation;

22.1.6. 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;

22.1.7. introduce to the Services any malware, virus, trojan worms, logic bombs, or other harmful material;

22.1.8. develop any third-party applications that interact with our Services without our prior written consent, or unless otherwise agreed;

22.1.9. provide false, inaccurate, or misleading information;

22.1.10. 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;

22.1.11. 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;

22.1.12. post content containing private information of any third-party including, but not limited to, personal information; 

22.1.13. encourage or induce any third party to engage in any of the activities prohibited under this Clause; or

22.1.14. attempt to circumvent the rules of any Promotion on VALR.

22.2. 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.

23. COMPLIANCE WITH LAWS OF COUNTRY OF RESIDENCE

23.1. 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.

24. COPYRIGHT VIOLATIONS  

24.1. 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.

24.2. 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.

24.3. 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.

24.4. 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.

25. INTELLECTUAL PROPERTY

25.1. 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.

25.2. 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;

25.3. 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 Crypto Assets.

25.4. 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.

25.5. 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.

26. CONFIDENTIALITY

26.1. 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.

26.2. 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.

26.3. 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.

26.4. An Account Holder shall notify VALR immediately upon becoming aware of a suspected or actual breach of this obligation.

26.5. VALR will not use the confidential information as provided by an Account Holder for any purpose other than:

26.5.1. that for which it is disclosed in connection with the Services;

26.5.2. for marketing purposes in accordance with the Privacy Policy; or

26.5.3. in accordance with these Terms.

27. DOMICILIUM CITANDI ET EXECUTANDI AND CONTACT INFORMATION

27.1. 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:

27.1.1. VALR (Pty) Ltd, 9th Floor Atrium on 5th Building, 5th Street, Sandton 2196, South Africa. Email: help@valr.com

27.1.2. Account Holder: The addresses as provided when registering on the Website.

27.2. 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.

27.3. All notices to be given in terms of these Terms will:

27.3.1. be given in writing;

27.3.2. be delivered or sent by email; and

27.3.3. be presumed to have been received on the date of delivery.

27.4. 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.

28. DISCLAIMER

28.1. VALR makes no express, implied or statutory representations, warranties, or guarantees in connection with the Services.

28.2. 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.

28.3. 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.

29. RISK DISCLOSURES, ASSUMPTION OF RISKS & RELEASE OF VALR FROM LIABILITY

29.1. Trading in Crypto Assets 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 risks outlined in VALR's Risk Disclosures (which is incorporated by reference herein and which Account Holders are strongly advised to read fully), as well as the following:

29.1.1. The features, functions, characteristics, operation, use and other properties of any Crypto Asset (“Crypto Asset 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 Crypto Assets may be complex, technical or difficult to understand or evaluate.

29.1.2. Any Crypto Asset and its Underlying Technology may be vulnerable to attacks on the security, integrity or operation of the Crypto Asset or its Underlying Technology (“Attacks”), including Attacks using computing power sufficient to overwhelm the normal operation of a blockchain or other Underlying Technology.

29.1.3. Any Crypto Asset, Crypto Asset 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 Asset or blockchain.

29.1.4. Any Crypto Asset may be cancelled, lost or double spent, or otherwise lose all or most of its value, due to forks, rollbacks, Attacks, changes to Crypto Asset Properties or failure of the Crypto Asset to operate as intended.

29.1.5. Just as VALR may suspend or cease to support the transfer, storage or trading of Crypto Assets at any time at VALR’s discretion, other exchanges or service providers may do the same.

29.2. VALR may not support metacoins, coloured coins or other Crypto Assets, or its related side chains or other Underlying Technology that is based on a fork, enhancement, or derivative of an alternative Crypto Asset or Underlying Technology (“Derivative Protocols”) even if the Derivative Protocol is based on a Crypto Asset that is supported by VALR. Other exchanges or service providers may do the same.

29.3. An Account Holder may be unable to withdraw Crypto Assets prior to VALR ceasing to support transfer of any such Crypto Assets, resulting in the loss of any such Crypto Assets remaining in an Account Holder’s VALR Account.

29.4. Verified Crypto Assets may decrease in value or lose all of its value due to various factors including discovery of wrongful conduct, market manipulation, changes to Crypto Asset Properties or perceived value of Crypto Asset Properties, Attacks, suspension or cessation of support for a Crypto Asset by VALR or other exchanges or service providers, and other factors outside the control of VALR.

29.5. Any Crypto Asset may decrease in value or lose all of its value due to legislative or regulatory activity, or other government action. Government regulation of Crypto Assets is still unsettled and rapidly evolving.

29.6. 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).

29.7. An Account Holder’s transaction request or email to VALR may be lost, intercepted or altered during transmission.

29.8. 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.

29.9. Any projected, targeted or historical yield, returns, interest or capital appreciation associated with Crypto Assets, products or services that are available on the VALR Platform are speculative, indicative and not guaranteed by VALR or any third party. The actual yield, returns, interest or capital appreciation may be significantly lower than anticipated, may amount to zero and may in fact result in loss of the investment. past performance is not indicative of future results. Account Holders acknowledge that they are solely responsible for evaluating risks associated with any products on VALR.

29.10. The risks described in this clause 29 may result in loss of Crypto Assets, decrease in or loss of all value for Crypto Assets, inability to access or transfer Crypto Assets, inability to trade Crypto Assets, inability to receive financial benefits available to other Crypto Asset holders, and other financial losses to an Account Holder. IN NO EVENT SHALL VALR BE LIABLE FOR ANY LOSS CAUSED AS A RESULT OF THE RISKS OUTLINED IN THIS CLAUSE 29.

29.11. 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.

29.12. The Account Holder further represents and warrants that it has:

29.12.1. the necessary technical expertise and ability to review and evaluate the security, integrity and operation of any Crypto Asset that it may decide to acquire or trade; and

29.12.2. the knowledge, experience, understanding, professional advice and information to make its own evaluation of the merits and risks of any Crypto Asset or trade. The Account Holder accepts the risk of trading Crypto Assets by using the Services, and is responsible for conducting its own independent analysis of the risks specific to Crypto Assets and the Services. An Account Holder acknowledges that it should not acquire or trade any Crypto Assets unless it has sufficient financial resources and can afford to lose all value of the Fiat.

29.13. VALR’s decision to support transfer, storage or trading of a Crypto Asset or any other cryptocurrency through the Services does not indicate VALR’s approval or disapproval of the Crypto Asset or any other cryptocurrency or the integrity, security or operation thereof or its Underlying Technology.

30. GOVERNING LAW AND JURISDICTION

30.1. 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.

31. DISPUTES

31.1. In the event of any dispute, claim 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 (within 30 days of such dispute or claim arising) where possible, and upon request by either Party attempt to settle such dispute or difference informally before bringing the dispute to a court or other body. 

31.2 To the maximum extent permissible by any Applicable Laws, the Parties hereby agree that a dispute or claim may only be brought in the Party's individual capacity and you hereby waive the right to commence a class action or representative action proceedings against VALR.

32. ENTIRE AGREEMENT

32.1. 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.

33. SEVERABILITY

33.1. 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 effect.

34. ASSIGNMENT

34.1. 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.

35. FORCE MAJEURE

35.1. 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.

36. SURVIVAL

36.1. Clauses which out of necessity or by implication herein survive termination of these Terms, shall remain in full and effect despite the termination hereof.

37. TRANSLATION

37.1. In the event that these Terms are translated into a language other than English, you acknowledge and agree 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 Terms and any translation, the English version shall prevail. You acknowledge and agree that the English version of these Terms is the original and authoritative version and will govern your use of the Services in all respects, including in the interpretation of any terms or provisions.

38. CLAUSE HEADINGS

38.1. In these Terms headings are for convenience only and are not intended to be used to interpret these Terms.