Please read this document carefully. This document contains important information which applies to your dealings with us in relation to trade, exchange of assets and your Account (these terms as defined in this document). You should read this document carefully and keep it for future reference.

Different Terms and Conditions may apply in relation to specific services offered by us. Any such Terms and Conditions are additional to the terms set out in this document.

All the information that you provide to Wahari is yours. We never access nor have access to your personal data which is not stored for your safety.

1. Definitions
   1. Defined terms:

The following terms have the following meanings unless the contrary intention appears.

Account: an account that is established by Wahari in your name for the purposes of using the trading platform, which is made available through the Website, App and/or other means as determined by Wahari in its sole decision. It includes the M2M City Game, Wallet or any other virtual asset wallet(s) established by Wahari to trade Virtual Assets or provide specific services under this Agreement.

Agreement: the agreement between Wahari and you that is made up of the following:

• Terms & Conditions
• Your application to sign up
• Any additional information with respect to the services offered through any app or webpage of Wahari
• Any other rules, notifications, guidelines, terms, agreements or other document designated by us to form part of the agreement.

Agreed Communication Method:

• Wahari website
• Apps
• Any other communication method as notified by Wahari to you as another Agreed Communication Method, or otherwise in writing, as being appropriate for submitting Orders (E.G. emails, SMS text, etc.)

AML/CTF Requirements: any Applicable Law pertaining to money laundering, terrorism financing, bribery, corruption, tax evasion, fraud, the trafficking of arms, drugs, humans or wildlife, slavery, proliferation of weapons of mass destruction, or Sanctions.

App/Apps: the mobile application software developed, owned, and made available by Wahari which allow you to access one or more of the services under this Agreement.

Application: This is the software developed to access through any device to the services offered by Wahari mentioned in this document.

Applicable Law: means any applicable common law, principles of equity, and laws made by a government or relevant authority or judicial body, including regulations, rules, decrees, court judgments, office directives, requests, policies, codes, circulars, guidelines or other instruments (whether or not having the force of law), and consolidations, amendments, re-enactments or replacements of any of them from time to time.

Available Jurisdiction: a jurisdiction which is stated here, where exchange is available for service.

Confirmation: trade confirmation (or similar) relating to an exchange & communication order

Costs: include costs, fees, charges, disbursements and/or expenses, including those arising in connection with:

• Virtual Asset networks, encryption or blockchains underlying the virtual assets; and

Deceptive Activity: occurs where a person, directly or indirectly, in a transaction

involving any Virtual Asset:

• employs any device, scheme or artifice with intent to defraud or deceive; or
• engages in any act, practice or course of business which is fraudulent or deceptive, or would operate as a fraud or deception.

Dispute: includes any dispute, controversy, difference, or claim arising out of or in connection with the Agreement or the subject matter of the Agreement, including any question concerning its formation, validity, interpretation, performance, breach and termination.

Enabled Device: means the mobile device or other device successfully registered by you for the use in connection with the Apps, and services under this Agreement.

Encumbrance means any:

• security for the payment of money or performance of obligations, including a mortgage, charge, lien, pledge, trust, power or title retention or flawed deposit arrangement;
• right, interest or arrangement which has the effect of giving another person a preference, priority or advantage over creditors including any right of set-off;
• right that a person (other than the owner) must remove something from land (known as a profit à prendre), easement, public right of way, restrictive or positive covenant, lease, or license to use or occupy; or
• third party right or interest or any right arising because of the enforcement of a judgment, or any agreement to create any of them or allow them to exist.

Exchange: means the trading platform that is operated by Wahari in accordance with the Agreement of the virtual assets and data, according to the agreed limits o users.

Exchange Data: means the trading tools, platforms, key word trading, marketing information and other Data available on or via the platform.

Event of Default: means any event specified in these Terms and Conditions as giving rise to the right of Wahari to terminate the Agreement immediately by notice.

Execution: means the matching of two Orders, and “Executed” and “Executed Orders” are to be interpreted accordingly.

False or Misleading Information Disclosure occurs when a person:

1. discloses, circulates or disseminates;
2. authorizes or is concerned in the disclosure, circulation or dissemination of, information that is likely to:
   1. induce another person to trade assets illegally;
   1. induce the trading of assets by another person using force either physical or psychological; or
   1. maintain, increase, reduce or stabilize the price of Assets in a harming way,

where:

1. the information is false or misleading as to a material fact, or is false or misleading through the omission of a material fact; and
   1. the person knows that, or is reckless or negligent as to whether, the information is false or misleading as to a material fact or is false or misleading through the omission of a material fact.

Fiat Currency means any asset that is:

1. legal tender in a country or territory; and
2. customarily used and accepted as a medium of exchange in its country or territory of issue; in each case as determined by us.

Financial Crime Regulation means any Applicable Law, internal policy or regulatory requirement pertaining to money laundering, terrorism financing, bribery, corruption, Tax evasion, fraud, the trafficking of arms, drugs, humans or wildlife, slavery, proliferation of weapons of mass destruction, or evasion of sanctions. A reference to a violation of Financial Crime Regulation includes any acts or attempts to circumvent or violate any Applicable Laws relating to Financial Crime Regulation.

Force Majeure Event: any event that is beyond our control and prevents us or delays us from performing our obligations under the Agreement, including: acts of God

(including earthquake, cyclone, fire, explosion, flood, landslide, lightning, storm, tempest, pandemic, drought or meteor);

• acts of war and terrorism, declared or undeclared (including invasion, act of a foreign enemy, hostilities between nations, civil insurrection or militarily usurped power);
• civil disorder (including any act of a public enemy, sabotage, malicious damage, terrorism or civil unrest);
• embargoes (including confiscation, nationalization, requisition, expropriation, prohibition, restraint or damage to property by or under the order of any government or government authority);
• natural disasters;
• unnatural disasters (including ionizing radiation or contamination by radioactivity from any nuclear waste or from combustion of nuclear fuel);
• labor disputes (including strikes, blockades, lock out or other industrial disputes);
• failure in the internet, communications networks and facilities, or other infrastructure, systems, operations or of equipment relevant to the provision or use of the trading platform;
• data breaches or data-processing failures; or
• adoption of or any change in Applicable Law, or the promulgation of or any change in the interpretation in Applicable Law by any relevant Government Agency, or the public statement or action by any Government Agency or its official or representative thereof acting in an official capacity.

Government Agency means any government, semi-governmental, administrative, fiscal, judicial or quasi-judicial body, department, commission, authority, tribunal, agency or entity.

Infrastructure Participant: trading venues and other financial market infrastructures that facilitate the clearing, settlement, and recording of transactions relating to Virtual Assets.

Inside Information: means, in relation to an Issuer, specific information that is:

• about:
• the Issuer;
•  a Controller or Senior Manager of the Issuer; or
• the Virtual Assets of the Issuer;
• Publisher

and

• not generally known to the people who are accustomed or would be likely to deal in the Virtual Assets of the Issuer but would if generally known to them be likely to materially affect the value of the Virtual Assets or goods on the platform.

Insider Dealing occurs when a person who has information which that person knows is Inside Information in relation to an Issuer:

1. deals in a Virtual Asset that is issued by that Issuer;
2. counsels or procures another person to deal in any Virtual Asset that is issued by that Issuer; or
3. discloses the Inside Information, directly or indirectly, to another person.

Insolvent: means any person that meets the following terms if it

• makes a general arrangement or composition with or for the benefit of its creditors;
• institutes or has instituted against it any voluntary or involuntary proceeding seeking relief under any insolvency, bankruptcy or other law affecting creditors’ rights, or, has a winding-up or liquidation petition presented against it and such proceeding or petition:
• results in a judgment of insolvency or bankruptcy liquidation of the person or the entry of an order for relief or winding-up or liquidation; or
• is not dismissed, discharged, stayed or restrained in each case within 15 days of the institution or petition (as the case may be);
• is dissolved other than pursuant to a consolidation, amalgamation or merger;
• is unable to pay its debts as they become due or admits in writing of its inability to pay its debts as they become due;
• seeks or becomes subject to the appointment of an administrator, liquidator, receiver, trustee or other similar official for it or for all or substantially all of its assets;
• causes or is subject to any event with respect to it which, under Applicable Law, has an effect analogous to any of the events specified in paragraphs (a) to (e); or
• takes any action in furtherance of or indicating its consent to any of the events specified in paragraphs (a) to (e).

Issuer means any person that issues a Virtual Asset that can be calculated in Wahari Coin within the platform.

Instruction means an instruction from you to Wahari in relation to the trading platform and sharing of data to the rest of the network regarding data, your Account or any services under this Agreement.

Jailbroken: means a device that has been freed from the restrictions imposed on it by the mobile service provider and/or the phone manufacturer without their approval, as applicable.

Loss includes any direct, indirect or consequential loss, damage, expense, demand, claims, liabilities, judgments, fines, penalties (whether civil, criminal or other) and amounts paid or payable in settlement, including, without limitation, all interest, assessments and other charges paid or payable in connection with or in respect of any of the foregoing and Costs of any kind.

Market Manipulation occurs when a person:

1. enters into or carries out, directly or indirectly, two or more transactions in Assets that by themselves or in conjunction with any other transaction increase, or are likely to increase, the price of any Assets, with the intention of inducing another person to buy, or to refrain from selling, those Assets;
2. a person enters into or carries out, directly or indirectly, two or more transactions in Assets that by themselves or in conjunction with any other transaction reduce, or are likely to reduce, the price of any Assets, with the intention of inducing another person to sell, or to refrain from buying, those Assets; or
3. a person enters into or carries out, directly or indirectly, two or more transactions in Assets that by themselves or in conjunction with any other transaction maintain or stabilize, or are likely to maintain or stabilize, the price of any Assets, with the intention of inducing another person to trade, or to refrain from trading, those Assets.

Market Misconduct means:

• Insider Dealing;
• False Trading;
• Price Rigging;
• Prohibited Transaction Disclosure;
• False or Misleading Information Disclosure;
• Market Manipulation; or
• Deceptive Activity,

and includes attempting to engage in, or assisting, counselling or procuring another person to engage in, any of the conduct referred to in paragraphs (a) to (g).

Mis-execution occurs when an Order is Executed otherwise than in accordance with the Order. 

Order means an Instruction to trade a specified quantity of Wahari Coins for a specified price for a service or product stated in the digital wallet on the trading platform and instructions regarding the sharing of personal data provided within the Wahari networks and platforms.

Price Rigging occurs when a person enters or carries out:

1. any transaction of sale or purchase of an Asset that does not involve a change in the beneficial ownership of that Asset; or
2. any fictitious or artificial transaction or device, whether intentionally or recklessly, and the conduct has the effect of maintaining, increasing, reducing, stabilising, or causing fluctuations in the price of a Virtual Asset.

Prohibited Transaction means any transaction that involves Market Misconduct.

Prohibited Transaction Disclosure occurs when a person:

• discloses;
  • circulates;
  • disseminates;
  • authorises; or
  • is concerned in the disclosure, circulation or dissemination of, information to the effect that the price of Virtual Assets:
    • will be maintained, increased, reduced or stabilized; or
    • is likely to be maintained, increased, reduced or stabilized, (

because of a Prohibited Transaction relating to those Virtual Assets, if that person, or an associate of that person:

1. has entered into or carried out, directly or indirectly, a Prohibited Transaction; or
2. has received, or expects to receive, directly or indirectly, a benefit as a result of the disclosure, circulation or dissemination of the information.

Proscribed Person means a person who appears to Wahari to:

• be in breach of any AML/CTF Requirements of any jurisdiction;
• appear in a list of people with whom dealings are proscribed by the United Nations or another Government Agency or a regulatory authority under Applicable Law; or
• act on behalf, or for the benefit of, any person described in paragraph (a) or (b).

Sanctions means any economic sanctions laws, regulations, embargoes or restrictive measures imposed by the United Nations Security Council and/or Switzerland, the Cayman Islands, the United States of America, the United Kingdom of Great Britain and Northern Ireland, the European Union or its member states, or by any other Available Jurisdiction.

Self-Execution means that in respect of any Executed Orders, the same person has provided both the Taker Order and the Maker Orders.

Senior Management of a person means the managing director, the board of directors and the chief executive officer, as well as all other personnel who are in a position of authority over that person’s business decisions, or who have significant influence or control over that person, and “Senior Manager” is to be interpreted accordingly.

Taxes: means taxes, levies, imposts, charges and duties imposed by any Government Agency (including stamp and transaction duties) together with any related interest, penalties, fines and expenses in connection with them, except if imposed on, or calculated having regard to, the overall net income of Wahari.

Trade Engine means, collectively, Wahari’s systems for settling Executed Orders by transferring the relevant Virtual Assets between the relevant Accounts.

Trading Tools means the applications (including any application programming interface), algorithms, encryption, software (including any files, images, tables and data incorporated in or generated by the software and data accompanying the software), interfaces or code that Wahari may provide to you for using the trading platform. It includes the Website and the App and any related specific applications, algorithms, encryption, software, interfaces and codes.

Validation System means any method of communication implemented by Wahari to authorize trade, log in, confirmation of data, etc. in order to validate activity or similar, if required.

Virtual Asset means any asset that is:

(a) expressed as a Wahari Coin, this considered a unit;

(b) capable of being transferred, stored and traded on a peer-to-peer basis, with  the M2M encryption; and

Virtual Assets do not include Fiat Currencies.

Wahari Coin: Digital Asset offered within the Wahari systems that are traded through an Order or Execution Order, for a specified price for a service or product stated in the digital wallet.

Wallet means each virtual asset wallet provided to you by Wahari upon opening an Account for the purpose of trading under these Terms and Conditions.

Website means all the websites officially published by Wahari

• Interpretation
  • Rules of Interpretation

Unless the contrary intention appears, a reference in the Agreement to:

• any reference to a Virtual Asset includes any part or fraction thereof;
  • a reference to anything (including an amount) is a reference to the whole and each part of it;
  • labels used for definitions are for convenience only and do not affect interpretation;
  • a document (including these Terms and Conditions) includes any variation or replacement of it;
  • a reference to a document includes any document that is supplementary to that document, or any agreement or other legally enforceable arrangement created by that or under that document;
  • a clause, Part, annexure or schedule is a reference to a clause in, Part of, or annexure or schedule to, these Terms and Conditions;
  • a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them;
  • the singular includes the plural and vice versa;
  • the word “person” includes an individual, a firm, a body corporate, a partnership, a joint venture, an unincorporated body or association, or any Government Agency;
  • a particular person includes a reference to the person’s executors, administrators, successors, substitutes (including people taking by novation) and assigns;
  • an agreement, representation or warranty in favour of two or more people is for the benefit of them jointly and each of them individually;
  • an agreement, representation or warranty by two or more people binds them jointly and each of them individually;
  • a group of people or things is a reference to any two or more of them jointly and to each of them individually;
  • a period of time dating from a given day or the day of an act or event, is to be calculated exclusive of that day;
  • unless stated otherwise in writing by Wahari, a day is to be interpreted as the period of time commencing at midnight and ending 24 hours later;
  • the words “include”, “including”, “for example” or “such as” when introducing an example, does not limit the meaning of the words to which the example relates to that example or examples of a similar kind;
  • the word “blockchain” includes any other form of distributed ledger technology;
  • a reference to “law” includes common law, principles of equity and legislation (including regulations, rules, by-laws, ordinances and proclamations) and includes any consolidations, amendments, re-enactments or replacements of any of them;
  • a reference to “regulation” includes legislation and instruments of a legislative character under legislation (such as regulations, rules, by-laws, ordinances, directives and proclamations) as well as instruments or orders issued or endorsed by the SFC or government or regulatory authorities and any licensing, registration or approval requirements under any of these;
  • a reference to “in writing” means in legible form and capable of reproduction on paper, and includes electronic communication;
  • a reference to “material” includes the ability to affect the outcome of a decision or application;
  • “property” or “asset” includes any present or future, real or personal, tangible or intangible property, asset or undertaking and any right, interest or benefit under or arising from it; and
  • any thing (including any amount or Service) includes each part and/or feature of it.
  • Headings: Headings (including those in brackets at the beginning of paragraphs) are for convenience only and do not affect the interpretation of the Agreement.
  • Inconsistency: Subject to the application of any mandatory provisions of any Applicable Law, if there is any inconsistency between:
    • the English version and any other language version of any part of the Agreement, the English version prevails;
    • the Application and any other terms of the Agreement, the other terms prevail;
    • these Terms and Conditions and any specific terms applicable to a particular service that forms part of the Agreement, or to a particular jurisdiction, the specific terms prevail;
    • these Terms and Conditions and the trading platform FAQs, these Terms and Conditions prevail;
    • a Confirmation and any other terms of the Agreement; or
    • the Agreement and any direction, decision, requirement or other rule issued by us in connection with the trading platform, the latter in time prevails,
    • in each case, to the extent of the inconsistency, and unless otherwise specified by us in writing.

1. About this document and our Agreement

1.1  Terms and Conditions

• These Terms and Conditions are issued by Wahari.

• These Terms and Conditions set out the terms and conditions that apply to your use of:

• Wahari Apps
  • Wahari trading tools;
  • your Account.

1.2  The Agreement

• The terms of the Agreement apply to you and to any Authorized Person.

• If you or an Authorized Person do not agree with terms of the Agreement, you or the Authorized Person shall not use the trading platform or access your Account.

• You are responsible for ensuring that each Authorized Person complies with the Agreement and for anything an Authorized Person does in connection with the Agreement.

• You must ensure that each Authorized Person is given a copy of the Agreement and any privacy notice issued by us from time to time.

1.3  Single agreement

Each Order is submitted by you, and all transactions are entered, in reliance on the fact that the Agreement forms a single agreement between you and us and neither you nor us would otherwise enter into any transactions.

1.4  Our relationship: no fiduciary duties or other roles

You acknowledge that none of:

• the relationship between you and us;

• the activities contemplated by the Agreement; or

• any other matter,

gives rise to any fiduciary, trustee or equitable duties on our part in your favour, even where we have better knowledge of the market generally or of any particular Order. There are no duties that would oblige us to accept responsibilities more extensive than those set out in the Agreement or which prevent or hinder us in carrying out any of the activities contemplated by the Agreement. For example, we do not provide advice of any kind as a service under the Agreement and we do not act as your adviser in relation to any aspect of your use of the trading platform or Virtual Asset transactions generally. 

1.5           Questions

If you have any questions about the Agreement, you should obtain appropriate, independent professional advice.

Terms and Conditions

Part 2 Accounts, Instructions and payments

• 2                              Accounts

2.1           Application

• If you are a new user and want to use the trading platform, you must:

• make an Application; and

• provide the information as we reasonably request. The information that you provide must be complete, accurate and up- to-date. This is essential for securing your data and it will be restricted to the essential for the usage of Wahari Apps.

• Different eligibility criteria may apply between applicants. We may refuse your Application for any reason. Unless required by Applicable Law, we do not need to give reasons for refusing or accepting an Application.

• If you are an existing user of any Wahari’s services and want to use keep using our services, you agree that the relevant entity may keep your information up to date with us for the normal use of the services.

• If we approve your Application:

• the terms on which you may use the trading platform and your Account are set out in the Agreement;

• we may grant to you a non-exclusive, non-sub-licensable (except as permitted within these Terms, to Authorized Persons under clause 4.7), non-transferable personal right to, use the trading platform and your Account to trade Virtual Assets; and

• you may only use the trading platforms, an account, an agreed communication method and exchange Data for your own purposes.

• If you are a resident of a particular Available Jurisdiction, or have a relevant connection to a particular jurisdiction, additional terms and conditions may apply as notified by us at any time.

• A reference to “terms and conditions” in forms, statements, brochures and other documents we provide is a reference to the relevant terms contained in the Agreement.

2.2           Establishing an Account

• We may open an Account in your name following receipt of an Application in accordance with paragraph 4.1(a).

• We have the sole discretion as to the opening, operation and closure of an Account or any wallet that forms part of your Account if it infringes the Wahari terms of service.  Without limiting the terms of the Agreement, we may, at any time, without liability:

• vary, suspend or close an Account or wallet;

• specify or vary the scope and extent of an Account or wallet and the trading;

• prescribe the specific exchange (including any specific Virtual Assets) supported in respect of an Account;

• set or vary any limit regarding an Account or wallet; or

• restrict or impose conditions or limits on an Account or wallet.

• Subject to our discretion and operational requirements, you may not hold more than one Account.

• All Accounts are established and maintained by us for the sole purpose of providing the trading platform and recording relevant Virtual Asset movements.

2.3           Account requirements

In addition to any other requirements in respect of your Account from time to time we require, you must, promptly:

• supply such information, documentation and authorization  as requested by us in order for us to carry out all necessary “know your customer” checks and AML/CTF Requirements and comply with all Applicable Law; and

• notify us of any change in any information, documentation or authorization provided to us, and submit appropriate supporting information and/or documents relating to such change through any ideal mean of communication.

We reserve the right in our absolute discretion to refuse any Application, or the designation of any person to operate the Account, and we may not give you any reasons for that refusal.

2.4           Account details and access

• We may issue you with a username and password, or other appropriate log-in details or access method for your Account.

• You are responsible for keeping your log-in details or access method confidential so that your Account cannot be accessed or used without your permission.

• You must comply with any specifications that we make in relation to your use of the trading platform and an Agreed Communication Method. This includes any authentication and other security procedures.

2.5           Account operations

• Without limiting our other rights or obligations under the Agreement, and subject to Applicable Law:

• you may transfer Virtual Assets to us in connection with the trading platform, in accordance with the instructions provided through an Agreed Communication Method;

• we will record, in your Account, any amounts of Virtual Assets received by us from you in connection with the trading platform;

• we may deduct from your Account and pay, whether to us or otherwise:

• any fees and Costs; and

• any payments required in respect of an Executed Order; and

• your may transfer Virtual Assets within any wallets associated with your Account.

• All the information that you provide to Wahari is yours. Wahari will never access nor have access to your personal data which is stored automatically and decentralized for your safety.

• You must not transfer:

• Virtual Assets to us unless:

• you are the lawful, legal and beneficial owner of such Virtual Assets;

• you have the absolute right to sell, assign, convey, transfer and deliver the Virtual Assets; and

• the Virtual Assets are free of any Encumbrance; and

• anything to us other than Fiat currency.

• You may request us to transfer Virtual Asset recorded in your Wallet to an external digital address that is compatible with the exchange rate of Wahari Coins into Fiat Currency and that is controlled by you, in accordance with the instructions provided through an Agreed Communication Method, and subject always to (i) our discretion to accept or reject Instructions (ii) our assessment that the external digital address is not a Proscribed Address.

• It is your responsibility to ensure that you provide us with the correct digital address details. For example, if you provide us with incorrect digital address details, or if you are unable to access the digital address provided, your Virtual Assets may be permanently lost and we take no responsibility or liability whatsoever for such losses incurred by you.

2.6           Completion of Virtual Asset transfers

• A transfer of Virtual Assets from an Account is not complete until has completed the encryption and validation methods established by Wahari for your safety and others.

2.7           Account operating authority – Authorized Persons

• Before appointing an Authorized Person, you must give us account operating authority details for that Authorized Person.

• We will act on, and in accordance with, the account operating authority until you vary (by removing or adding Authorized Persons) or cancel it.

• If you want to vary the account operating authority by changing either the Authorized Persons or the method of operation, or cancel the authority, you must give instructions in writing to us. On receipt of the instructions, we will vary or cancel the authority. The variation or cancellation becomes effective within a reasonable time after we accept your instructions and we will notify you once the variation or cancellation is effective and its effective date. If there is more than one account holder:

• all of you must authorize adding an additional person as an Authorized Person; and

• any of you may cancel an additional person’s authority to be an Authorized Person.

• We are entitled to rely on any Instructions and/or (other) instructions given or purported to be given by an Authorized Person in accordance with the authority.

• 3                              Custodial arrangements

3.1           Holding of Virtual Assets

• Any Wahari Coins in your Account,  you understand and accept that:

• your Virtual Assets held in your account under this clause 5.1 do not enjoy the same protections as are available in respect of traditional deposits and financial products;

• we may deposit, transfer, lend, pledge, repledge or otherwise deal with your Virtual Assets if:

• such action is for the Execution of a trading order;

• such action is for the settlement of any amount owing under a service provided under this Agreement, or any Costs owed by you to Wahari in respect of the trading platform; or

• otherwise in accordance with your Instructions, subject to Applicable Law.

• 4                              Instructions

4.1           Instructions generally

You:

• authorize us to accept Instructions through the app from you or any Authorized Person (appointed under clause 4.7). You confirm that each Authorized Person has the power to give Instructions on your behalf. You will, and will procure that each of your Authorized Persons will, comply with any requirements we reasonably impose in relation to the Instructions and any Applicable Law;

• agree that we may assume the authenticity of any Instructions given or purportedly given by you or any Authorized Person, or that any person claiming to be your Authorized representative is in fact that person, specially transactions made through the M2M verification system. We are not obliged to enquire into any of these matters ;

• agree we may assume the authenticity of any Instructions given or purportedly given by you or any Authorized Person from your Enabled Device, are in fact your Instructions. We are not obliged to enquire into any of these matters;

• are responsible for ensuring the accuracy and completeness of the Instructions of trading. You acknowledge and agree that once given, an Instruction cannot be revoked and if acted on by us, the Instruction will be binding on you.

4.2           Electronic Instructions and records

To the extent applicable, you acknowledge that all Instructions given (and our records of those Instructions) in electronic form are original documents in writing. You agree not to challenge their validity, admissibility or enforceability on the basis that they are in electronic form.

4.3           Giving and receiving Instructions

• You may provide Instructions through the Agreed Communication Methods that apply to the trading platform.

• Instructions from you are irrevocable and you are not entitled to cancel, reverse or otherwise disclaim such Instructions. We are under no obligation to act on an Instruction to cancel or amend a previous Instruction from you or your Authorized Person. We may also be unable to cancel or amend an unexecuted or partly executed Instruction for any reason.

4.4           Acknowledgement of Instructions

• We agree to acknowledge your Instructions in relation to the entry into an Order, through the Agreed Communication Method.

• If we do not acknowledge your Instructions under clause 6.4(a), that Instruction is deemed to not to have been received by us.

4.5           When we may refuse, cancel or reverse Instructions

• We reserve the right at all times to refuse, cancel or reverse your Instructions, without giving any reason or explanation or prior notice. For example, we may, in addition to any other rights we may have:

• decline to accept your Instructions where:

• we believe that:

(aa)     the Instruction could result in a breach of any Applicable Law;

(ab)    a pre-condition under clause 12.4 has not be satisfied;

(ac)     the Instruction is unclear, ambiguous or incomplete; or

(ad)    the Instruction involves Market Misconduct or would constitute a Prohibited Transaction;

• you or a counterparty are prevented from completing an Order, or it becomes impossible or impracticable for you or a counterparty to complete an Order, due to a Force Majeure Event;

• you disaffirm, disclaim, repudiate or reject, in whole or in part, the Agreement, any Confirmation or any Order (or such action is taken by an Authorized Person on your behalf);

• in our opinion, you are in material breach of any provision of the Agreement;

• an Event of Default has occurred; or
  • you fail to provide any information requested by us in respect of an Order, or where required to do so in compliance with the Agreement, any Applicable Law or the requirement of any contract;

• where you, an Authorized Person, or a person we believe is connected with you, appears to be a Proscribed Person:

• refuse to process or complete any Instruction, suspend the provision of a service to you;

• refuse to allow or to facilitate any Order for you or to any other Proscribed Person or other person; or

• terminate the Agreement; or

• decline to act where there are insufficient Eligible Virtual Assets in the Account to carry out the Instruction, or where the Instruction does not comply with any limit that applies in respect of your use of the trading platform.

• Without limiting clause 6.5(a) or any other rights we may have under the Agreement, we may:

• decline to act on your behalf or accept your Instructions where the Virtual Assets you are trying to trade are the subject of a trading halt and the order has not been reconfirmed; or

• 5                              Payments, deliveries and other obligations

5.1           Payment and deliveries

• You acknowledge and agree that if at any time there are (having regard to other payments debited or due to be debited) insufficient Wahari Coins recorded in an Account or any amount owed to us, we may, in our absolute discretion and without any obligation to decline to execute your Instructions; and  on your behalf, in each case without further instruction or sanction from you.

5.2           Withholding

• If any Applicable Law requires you to deduct any Tax from a payment to us, you must increase the amount payable so that, after making the deduction, we receive the amount we would have received if no deduction had been required. You agree to deduct the amount for the Tax, pay that amount to the relevant Government Agency in accordance with Applicable Law and give us the original receipts.

• We may be required to withhold payments to you, and pass such amounts to a Government Agency. If at any time any relevant Government Agency requires us to make a deduction or withholding on any payment due to you, you agree to immediately reimburse us for the amount of any such deduction or withholding or we may recover such amount in accordance with clause 7.1(b) (ii). You will indemnify us against any Loss we suffer or incur as a result of such deduction or withholding.

5.3           Value added tax

• All payments to be made by you in connection with the Agreement are calculated without regard to any goods and services tax, consumption tax, value added tax or any Tax of a similar nature.

• If any of these types of Taxes are payable in connection with the payment, you must pay us an additional amount equal to the payment multiplied by the appropriate rate of Tax. You must do so at the same time as making the payment.

5.4           Independent payment obligations

Your obligation to pay any amount under the Agreement is separate from each of your other obligations to pay.

5.5           Rights of netting and set-off

• If, in respect of the same Virtual Asset, the aggregate amount that would otherwise have been payable by one party exceeds the aggregate amount that would otherwise have been payable by the other party, such payment and delivery obligations will be replaced by an obligation upon the party by which the larger aggregate amount would have been payable, to pay to the other party the excess of the larger aggregate amount over the smaller aggregate amount.
  • In addition to our rights under clause 7.5(a), we may at any time and without notice to you set off any amount we owe you against any amount that you owe us or, where more than one person constitutes our client, that any one or more of those persons singly or jointly owe us (in either case, whether or not the obligation is matured or contingent and irrespective of the currency, asset or place of payment). Any amounts that are so set off will be discharged promptly and in all respects.

• For the purposes of this clause 7.5, we may make any conversion at a rate that we reasonably consider appropriate.

• Our rights under this clause 7.5 are in addition to any other right of set- off, offset, combination of accounts, lien, right of retention or withholding or similar right or requirement to which we are at any time otherwise entitled or subject whether under the Agreement or by operation of Applicable Law.

5.6           Payment in other asset

You waive any right you may have in any jurisdiction to pay any amount other than in Wahari Coins or Fiat Currency in which it is due. If we receive an amount in a Virtual Asset other than that in which it is due:

• we may return the payment and require you to make the payment in the appropriate and due Eligible Virtual Asset. We may charge you for the Costs incurred in returning the payment to you; or

• we may convert the amount into the due Eligible Asset on the date and at rates we reasonably consider appropriate. We may deduct Costs incurred in the conversion. In such circumstances, you must satisfy your obligations to pay in the due Eligible Virtual Asset only to the extent of the amount of the due Eligible Virtual Asset or other asset obtained from the conversion after deducting the Costs of the conversion.

5.7           Virtual Asset restrictions

• You must comply with any exchange controls and Applicable Law in connection with the Agreement.

• If a jurisdiction restricts the availability or transfer of any Virtual Asset, or we are otherwise unable to pay in a particular Virtual Asset, we need not make any payment to you in that Virtual Asset. We may make the payment in any Virtual Asset we reasonably consider appropriate, using a rate that we reasonably consider appropriate.

5.8           Conversion on judgment debt

If a judgment, order or proof of debt for or the recovery of an amount in connection with the Agreement is expressed in a Virtual Asset other than that in which the amount is due under the Agreement, then you agree to indemnify us on demand against:

• any difference arising from converting the Virtual Asset, if the rate of exchange we would otherwise use under the Agreement when we receive a payment in the Virtual Asset is less favorable to us than the rate of exchange used for the purpose of the judgment, order or acceptance of proof of debt; and

• the Costs of conversion.

5.9           Third party payments

We are not obliged to make any payments and or deliveries to a third party, except as expressly contemplated by the Agreement or otherwise agreed by us in writing. Any third-party payments may also be subject to conditions.

5.10        General conditions precedent to payments by us

Each of our obligations to make a payment or delivery, or to perform an obligation referred to in this clause 7.10, is subject to the conditions precedent that:

• we are satisfied that you have fulfilled your corresponding obligations (if any) in accordance with all applicable terms;

• no Event of Default has occurred and is continuing; and

• such actions will not cause us to be in breach of any Applicable Law or our internal policies.

5.11        Return of Virtual Assets

• We may, at our discretion, upon the passage of an applicable time period determined by us or as otherwise required by Applicable Law or our internal policy, return any Virtual Assets recorded in your Account to a designated external address that is compatible with the relevant Virtual Asset and that is under your control, as last notified to us in writing.

• If we receive Virtual Assets which are determined not to be Eligible Virtual Assets, upon our request, you must provide us with an external address under your control. Subject to Applicable Law and our internal policy, we will return the Virtual Assets received to such address.

• To the extent permissible under Applicable Law, we reserve the right to deduct a fee, Costs or other administrative charge in respect of the return of any Virtual Assets.

• 6                              Calculations

6.1           Calculation agent

• We are the calculation agent for each Executed Order. All calculations are carried out in our sole discretion, unless otherwise specified in the relevant Confirmation.

• The calculation agent is, subject to the relevant Confirmation, responsible for:

• calculating the fees and any rates, amounts, periods and dates (including changes to any of them) in accordance with the Confirmation;

• giving notice of such fees, rates, amounts, periods and dates;
  • determining the value of any Virtual Asset expressed in respect of another Virtual Asset or as expressed in respect of a Fiat Currency;

• effecting or calculating any Virtual Asset conversion necessary or desirable for the purposes of any Executed Order; and

• calculating any netting or set-off in accordance with clause 9.

• The calculations and determinations of the calculation agent are final and binding on you in the absence of manifest error. They will be applied using such methodology as we determine in good faith and in our discretion.

6.2           Adjustments

• If, in our opinion, any event or circumstance, including any Network Event or Force Majeure Event, occurs that adversely affects our ability in determining the amount payable to or by you in respect of any Order and such circumstances continue for a period of not less than five Business Days, we may make such adjustments to the method used or to be used to determine the amount payable to or by you in respect of any Executed Order in accordance with our customary practices or market practice of which we aware (if any).

• Adjustments made in accordance with clause 8.2(a) are binding and conclusive against you.

• 7                              Netting and set-off

7.1           Netting

In respect of two or more Executed Orders to which you are a party, a net amount will be calculated by us as calculation agent in respect of all amounts payable on the same date in the same Virtual Asset in respect of such Executed Orders, regardless of whether such amounts are payable in respect of the same Executed Order.

7.2           Set-off

At any time, if there are amounts payable in any Virtual Asset by you to us or to any counterparty, as calculated by us as calculation agent, then your obligation under the Agreement to make payment of any such amount of Virtual Asset will, in our sole discretion and after giving of seven Business Days’ notice, be satisfied and discharged, in whole or in part, by way of set-off against any Virtual Asset in your Account.

7.3           Our other rights

Our right to net and/or set-off under this clause is in addition to any other right of set-off, offset, combination of accounts, lien, right of retention or withholding or similar right or requirement to which us is at any time otherwise entitled or subject whether under the Agreement or by operation of Applicable Law.

Part 3 Exchange

• 8                              Trading on the trading platform

8.1           Description

The trading platform enables you to acquire or dispose of Wahari through the trading platform by using your Account, the trading system and M2M encryption technology, in accordance with the Agreement.

8.2           Availability of the trading platform

 

• The trading platform is available to all users that comply to all the terms in the Agreement, using the provided methods of interactions to create an order and produce a valid trade of Virtual Assets.

• The trading platform may not be available at certain specific times, in particular, when there may be some downtime to implement updates for security or others (as advised through an Agreed Communication Method) when use of the trading platform will be restricted or not possible.

• We may periodically shut down the trading platform or access to the trading platform via the Website or App, and interrupt any automatic functions for the following reasons:

• planned system and software maintenance;

• unscheduled emergency maintenance and;

• any other event that Wahari consider requires suspension of the trading platform.

8.3           Trade Engine

• Executed Orders and applicable fees, Costs and Tax will be settled in full, without set off, counterclaim or deduction or withholding, unless the deduction or withholding is required by Applicable Law, by the users within the Trade Engine.

• Executed Orders will be settled as soon as possible after Execution.

• Settlement of Executed Orders by the Trade Engine is final and will not be reversed unless:

• we are compelled to do so by any Applicable Law;

• we are entitled to under the terms of the Agreement; or

• Mis-execution has occurred.

• In case of mis-execution, we will take all reasonable steps to restore the assets in your Wallet to the position that you would have been in had the Mis-execution not occurred.

8.4           Order minimums and maximums

• The minimum and maximum Order values for the trading platform will be published by us on the App and/or Website, which may be adjusted from time to time.

• Orders

9.1           Orders must be pre-paid

• Before you place an Order, you must have a sufficient amount and appropriate type of Wahari Coins. This Eligible Virtual Assets are recorded in your Account to meet your obligations in respect of the proposed Virtual Asset transaction, inclusive of any applicable fees, Costs and Tax. Notwithstanding the amount displayed as being recorded to an Account, only Eligible Virtual Assets will be taken into account when assessing whether the sufficiency and appropriateness requirements under this clause 9.1(a) are satisfied.

• If any Virtual Assets in your Account are determined not to be Eligible Virtual Assets, you must substitute the assets in your Account with Eligible Virtual Assets before you can submit an Order, or discharge your obligations in respect of an Executed Order.

9.2           Your responsibilities

Without limiting any other provision of the Agreement:

• the submission of an Order and the performance of any Executed Order and any agreement arising under or in connection with that Executed Order, is your sole responsibility; and

• you are responsible for complying with all notification requirements and other reporting obligations relating to Executed Orders under Applicable Law.

9.3           Limits and controls on Orders

• We may impose trading limits on you, including limits and controls to mitigate and manage our own liquidity, the functionality of the trading platform, operational and other risks, at any time, without prior notice and without giving reasons. As a result, you understand and acknowledge that you may be prevented from submitting an Order or undertaking other steps at certain times if such actions would cause you to exceed an applicable limit, and that we may apply an applicable filter to reject an Instruction submitted by you.

• We may monitor your positions against the limits or controls imposed by us under clause 9.3(a). Any such limits imposed by us are solely for protection of the trading environment and Wahari will have no responsibility for monitoring or ensuring your compliance with any limits imposed on your trading activities by you or by Applicable Law.

• You agree to comply with any limits or controls imposed by us under clause 9.3(a) and not take any actions that will cause you to violate any limits imposed by Wahari on your activities.

• To ensure compliance with Applicable Law or any limits set by us under clause 9.3(a), we may decline to act on Instructions and/or execute an Order. We may also suspend your use of the Trading Tools, require you to take certain steps, or take any other action that we consider appropriate in the circumstances.

• You indemnify us against any Loss as a result of your breach of any limits or controls imposed by us under this clause 9.3(a) provided that such limits or controls are notified to you at the time that they are imposed. Despite any provision in the Agreement to the contrary, we are not required to:

• make available to you any product or service, including the trading platform, an Account and the Trading Tools; or

• facilitate any Order,

if such actions may cause us to breach any Applicable Law, including any AML/CTF Requirement.

Part 4 Other key provisions

1. 10                      Use of the trading platform and the Account

10.1          “As is” basis

• You acknowledge that the trading platform, your Account, the Website and the App have not been developed for your individual needs., but customizable within the limits provided with the information provided;
  • Usage of the trading platform and trading within it implies creation of data that can be managed by you. The way you allow that data to be used is under your control and Wahari is not responsible for any misuse that you allow to provide to other users

• You acknowledge that you use the trading platform and your Account (including the Website and the App) on an “as is” basis at your own risk.

• We are not responsible for any consequence or Loss arising from your choice to use the trading platform or your Account, including via the Website or the App.

10.2        Compliance

You agree that before using the trading platform or your Account while you are outside your country of residency, you will ensure that you would not be breaking any laws, rules or regulations in that other country by doing so.

10.3        Maintaining standards in operating the Account

• When operating your Account, you must:

• Periodically revising the limitations of data you want to provide in order to operate within the Wahari Environment. This Data can be solely controlled by you;

• ensure that your systems and any relevant device, including any Enabled Device, are maintained in good order and are suitable for use with your Account;

• maintain adequate security measures over your systems and devices, including any Enabled Device, so as not to permit anyone other than you or your Authorized Persons from operating your Account;

• run any such tests and provide any information to us as we may reasonably request to establish that your systems and devices satisfy the requirements to operate your Account;

• carry out virus, rootkit, keylogger and other malware checks of your systems and devices on a regular basis (including any specific virus or malware detection programs as required by us from time to time);

• inform us immediately of any unauthorize access to your Account or any unauthorize transaction or Instruction; and, if within your control, cause such unauthorize access to cease;
  • not at any time leave unattended any system, telephone, computer, terminal or device from which you are able to operate your Account;

• not send, distribute or upload, in any way, data or Data that contain malfunctions, malware, viruses or other such deficiency or harmful components that may impair or damage the operation of Exchange, App, Account and/or Website;

• When sharing data or trading never post, promote or transmit through the Website or App any unlawful, harassing, libellous, harmful, vulgar, obscene or otherwise objectionable material of any kind or nature;

• if you become aware of any material defect, malfunction, malware, virus or other such deficiency in your Account or that there has been unauthorize access to your Account, notify us immediately of such deficiency, and cease to use the Account until you have been notified that such deficiency has been rectified; and

• obtain and install all applicable hardware, software, updates, patches that are necessary for your use of the Website or the App.

• In addition to any other rights under the Agreement, we may suspend, terminate and/or replace an Account at any time and without notice to you if we believe this is necessary or desirable to enable us to comply with Applicable Law.

10.4        Pre-conditions for use of the trading platform

• We may determine whether, and the terms upon which the trading platform is made available to you under the Agreement from time to time, at our sole discretion.

• Without limiting clause 10.4(a), we may refuse to make the trading platform available to you if, in our opinion:

• an Event of Default has occurred and is continuing;

• you have provided any incorrect, incomplete or misleading information or made an incorrect or misleading representation or warranty;

• you have not provided all documents and information requested by us or satisfied any pre-condition imposed by us on the trading platform; or

• you have not provided sufficient evidence that meets our eligibility criteria use the trading platform.

• The usage of the platform or related services breaks any of the terms in the Terms of Service and Agreement.

• Without limitation to any other term of the Agreement, we may also suspend or refuse to make the trading platform available if, in our opinion, the trading platform may:

• not comply with Applicable Law;

• be being used to circumvent any Applicable Law; or

• result in us being associated with a Proscribed Person or Proscribed Address.

 

10.5        Withdrawal or suspension of use of the trading platform

We reserve the right to withdraw or suspend your right to use the trading platform at any time without prior notice to or any consent from you and without further assigning any reason for that action.

1. 11                      Data Exchange and usage of Data

11.1        Limitations on use

The Trading Platform is where you can get access to benefits from your personal data, in Wahari Coins, discounts, benefits, rewards or any that companies or users offer within the Wahari Services and environment with other users under the limitations of sharing that are customized by you through the Wahari app and/or website.

Therefore, these exchanges are limited to the following:

• All Data is yours and Wahari will never have access to it except on the strictly necessary to operate as provided by you or any users that comply to the limitations of network within the platform.

• You may not allow or permit any other person to use the trading platform Data or otherwise deal with them for the benefit of any other person or in any way that is not specifically contemplated by the Agreement (including by way of downloading, copying, reproducing, adapting, publishing, selling, or distributing them) without your and our express written consent, which we may reject or grant at our own discretion, with or without conditions in the areas that are under our control.

• You will keep all Exchange Data strictly confidential, except to the extent that you may configure in the Wahari Services to share within the network or they are already in the public domain (other than through a breach of the Agreement or any other obligation of confidence).

• You will respect and protect all rights, title and interest (including any intellectual property rights) in the trading platform and usage of other users Data.

• Without limitation to clause 13.1(c), the Website and/or the App is proprietary to Wahari. By using the Website and/or the App, Wahari grants to you and any Authorized Person a personal, limited, non-exclusive, non-transferable, non-sublicensable right to use the Website and/or the App.

11.2        Data Collection, Sharing practices and Compliance to General Data Protection Regulation (GDPR) of the European Union (EU)

(a)                   In accordance to the General Data Protection Regulation (GDPR), you have the right to data portability and you may request the entire catalogue of available data that Wahari has access through the webpage, app or any Agreed Communication Method, which will be provided to you through an Agreed Communication Method;

 

(b)                 All user and personal data is always kept encrypted and decentralized, only being observable by the owner of the data and whom he has authorized to have access to it. Wahari will never have access to it unless you allow it and only will handle information necessary for interactions and trading within the platform and services;

 

(c)                 All data is managed through an encryption system and secure under the data processor system M2M with blockchain technology that prevent any falsification or outside intervention, including Wahari. Only the users will have access to manage and handle their data;

 

(d)                 All users who want to share within the network and trading platforms their information and users who want to interact with said users that want to share  their specific data that match what is being shared, will consent to have access in order to interact. Sharing, trading and interactions will never be shared unless specifically allow by the users;

 

(e)                 Wahari will never share any personal data of any data subject unless specifically has been allowed through an Order and verified such within the Wahari Services and only to other users that consent to interact with it.

(f)                    All Data within Wahari services is under compliance to regulation of the European Union of General Data Protection Regulation, especially to Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation)

 

11.3        Protection of rights in the trading platform Data

• You undertake that you, without limiting any other restrictions, will not, and will not attempt to:

• tamper with, modify, adapt, translate, de-compile, reverse- engineer or otherwise alter in any way;

• create derivative works based on, or combine or merge with or into any other software or documentation;

• gain unauthorize access to, make unauthorize use of or make use of for any illegal purpose (or any other purpose that is not contemplated in the Agreement); or

• remove, erase or tamper with any copyright or proprietary notice printed or stamped on, affixed to, or encoded or recorded on,

any Exchange Data.

11.4        Third party actions

• You acknowledge that we and/or other third parties may take legal action against you if you breach clauses 11.1 and 11.2 at any time, or if we or such third parties suspect that you have done so. You may also be subject to other fines and penalties in any relevant jurisdiction. You undertake to notify us immediately if you become aware of any breach described in this clauses 11.1 and 11.2 or that any action described in clause 11.2 is being perpetrated or attempted by another person.

• You may also be required by us to notify the relevant third parties of any breach by you of any of the Agreement. You also authorize us to do so on your behalf.

1. 12                      Ongoing requirements

12.1        Maintenance of eligibility

You must be able to demonstrate to our satisfaction that you are:

• a resident of an Available Jurisdiction; and

• not otherwise prohibited or restricted from accessing or using the trading platform,

on an ongoing basis.

12.2        Compliance

You must comply with:

• the Agreement;

• Applicable Law, including:

• AML/CTF Requirements; and

• Financial Crime Regulations, on an ongoing basis.

12.3        Self-reporting

You must:

• contact us immediately; and

• not access the trading platform,

if you have reason to believe that you do not meet the requirements set out in clauses 12.1 or 12.2.

1. 13                      Powers of Wahari

13.1        Power to revise the Agreement

Subject to clause 13.2, Wahari may revise the Agreement.

13.2        Power regarding transfers and Exchange use

Without limitation to any other powers of Wahari described in the Agreement, we may:

• withdraw or suspend your access use of the Wahari Services and/or trading platform in accordance with the terms of these Terms and Conditions; or

• restrict any use of services or transfers to or from your Account if:

• we have reason to believe that you have not complied with the Agreement;

• any Applicable Law or internal policy requires us to do so; or

• we have reason to believe that the transaction is related to any unlawful activities.

13.3        Power to cancel, reverse or modify Orders

• Subject to clause 13.4(b), we may cancel, reverse or modify an Order submitted by you if we have reason to believe that:

• the Order contains errors on price, quantity, or other parameters;

• you have not complied with the Agreement;

• any Applicable Law or internal policy requires Wahari to do so; or

• the Order has been executed based on an aberrant value.

• Wahari must not otherwise cancel or modify any Order merely for its own convenience or for the convenience of any other person.

13.4        Power to protect market integrity in case of technical fault etc

• If:

• technical issues or other circumstances prevent or degrade your ability to:

• submit or cancel Instructions; or

• use the trading platform; or

• Wahari considers that intervention is necessary to maintain fair, efficient and orderly trading and transactions on the trading platform,

then Wahari may take any measure that it deems necessary to protect the integrity of the trading platform.

• The measures that Wahari may take in accordance with clause 13.5(a)(i) include:

• disabling or restricting access to an Account;

• restricting access via the Website and/or the App;

• disallowing the submission of Orders;

• restricting Order types or imposing conditions on Orders;
  • restricting your use of the trading platform and Wahari Services;

• modifying the operation of the Order Matching Engine or the Trade Engine; or

• suspending or limiting trading on the trading platform.

13.5        Notification of exercise of power

• Wahari must notify through the Website and/or the App if it exercises any of the powers set out in this clause 13, subject to Applicable Law, internal policies and confidentiality requirements.

• Notwithstanding clause 13.6(a), where Wahari only exercises its powers in respect of one or more (but not all) persons, then it may notify the relevant persons directly, subject to Applicable Law, internal policies and confidentiality requirements.

1. 14                      Role of Wahari

14.1        Our role as agent or principal

• By using the trading platform, you acknowledge that we may act as agent or principal in relation to any Order that you submit.

• Where we act as principal in relation to an Order, this will be stated in the relevant quote and Confirmation in accordance with clauses 5 and 7.

• We do not make any representations and warranties with respect to any assets that are involved in such transaction. This applies even if we undertake certain checks and/or other compliance procedures with respect to the Order. Such procedures are for our own benefit and you should not rely on them.

14.2        No obligation to notify market price movements

• Unless otherwise required by Applicable Law, we are not required to keep you informed of any market price movements (or other risk movements) in relation to a Virtual Asset, even if these may harm your position in respect of that Virtual Asset.

• Clause 14.2(a) does not apply to the general provision of information provided on the trading platform, or as is strictly necessary to deliver any services under this Agreement.

14.3        Conflicts of interest

• You understand and agree that the nature of the trading activities as part of the trading platform may create conflicts of interest between your interests and those of other clients, counterparties or us. Some of these circumstances are described in other Parts of these Terms and Conditions and in other disclosures that we may make from time to time.

• If we act in circumstance where we have a conflict of interest, we will take reasonable steps to ensure you are treated fairly. We may, in our absolute discretion, without giving any reason or notice and without incurring any liability of any nature to you, decline to transact with you or otherwise to act on your Instructions in such circumstances.

 

14.4        Services and activities of Wahari

• Unless required by Applicable Law, we are not liable or under any obligation:

• to account to you any benefit received by us for dealing with, or providing services to, others; or

• disclose to you any fact or thing which may come to our notice in the course of dealing with, or providing services to, others or in the course of its business,

in any other capacity or in any manner whatsoever.

• We and other Wahari Members may take proprietary positions or undertake proprietary activities, including hedging transactions related to Orders submitted by you, which may affect the market price, rate or other market factors underlying an Order.

14.5        Third parties and Businesses within the Platform

• You acknowledge and agree that we:

• are not liable for the acts, omissions or unavailability on reasonable commercial terms or any Losses sustained in connection with the use, of service providers, businesses and such, provided that we exercise reasonable care in their selection; and

• may be unable to provide the trading platform if the services of appropriate service providers are not available on commercially reasonable terms.

• We agree to undertake appropriate due diligence before the appointment of any third-party service providers, as well as ongoing due diligence at regular intervals, in respect of the ongoing engagement of appointed third-party services providers. Such due diligence will be in accordance with our internal policies and procedures.

1. 15                      Prevention of Market Misconduct

15.1        Prohibition on Market Misconduct

You must not engage in Market Misconduct.

15.2        Prohibited Orders

You must not submit an Order:

• that, if Executed, would constitute a Prohibited Transaction;

• with a view to concealing or facilitating Market Misconduct by yourself or any other person; or
  • the primary purpose of which is to transfer Virtual Assets between Accounts without creating or reducing the open interest in a Trading Pair.

15.3        Reporting requirement

You must immediately contact Wahari if you know, or have reason to believe, that:

• you have engaged in Market Misconduct;
  • another person (including Authorized Person) on the trading platform has engaged in Market Misconduct;

• any other person has engaged in Market Misconduct in respect of the trading platform or a Virtual Asset generally; or

• Market Misconduct is otherwise occurring on the trading platform.

1. 16                      Information, representations and warranties

16.1        Information

• If we ask, you must give us any information about, or documents in connection with, the Agreement or your financial affairs. All information or documents must be in the form we require and will be deemed certified by you to be true.

• You must obtain the consent of persons named in the Agreement or other relevant document, and of any Authorized Person, to our collection, holding and use of their information and data, especially regarding sensitive data. You agree that you will provide a copy of any privacy-related policy, statement, circular, notice or other terms and conditions made available by us to you from time to time to such persons. A copy of our current privacy notice is available on the App and Website.

• Without limiting any other provision of the Agreement, you acknowledge and agree that the information and documents contemplated by this clause 16.1 may be transferred to and processed and/or stored by us, any Wahari Member and/or any other persons engaged by us. Such information and documents may be released or disclosed in accordance with the local laws or practice of the jurisdiction to which the data is transferred.

• We agree to notify you of any material change to our name, principal address, licensing status, services or the trading platform from time to time.

• We will notify you in advance of any changes to our rules, procedures or policies that, in our discretion, are applicable to you for using the trading platform.

• You agree to immediately notify Wahari of any material misconduct, including misconduct of any Authorized Person, that may give rise to an Event of Default, or otherwise directly or indirectly affect Wahari’s rights, this Agreement or the operation of the trading platform.

16.2        Representations and warranties

By making an Application, you represent and warrant that:

• if you are an individual, you are at least 18 years of age and resident in an Available Jurisdiction;

• if you are a corporation or other legal person, you are duly incorporated and/or organized under the laws of an Available Jurisdiction;

• the information and documents you provided are true and accurate and up-to-date and shall remain true and accurate and up-to-date throughout the term of the Agreement;

• you have appropriate knowledge and experience of blockchain technology, cryptography and smart contracts and the Virtual Assets applicable to each Order and related features and risks;

• you understand the nature and assume risks of the subject matter of the Agreement;

• you are capable of assuming, and do assume, all risks associated with the Agreement and any Order, including those risks described in Annex I of these Terms and Conditions;

• in respect of the trading platform and each Order, you:

• have received, read and understand all relevant documents that make up the Agreement;

• have adequate information in relation to your decision to use the trading platform and submit the Order; and

• have made your own independent decision to use all Wahari services, trading platform and submit the Order and that the trading platform and each Order are appropriate and proper for you based on your own judgment and on advice from independent advisers you have considered necessary;

• you enter into the Agreement and submit each Order as principal and are not acting as an agent for any other person, as trustee of any trust or on behalf, or for the benefit, of any other person. Without limiting the generality of this sub-paragraph, no Authorized Person has any interest in your Account or any Order;

• you have full legal capacity, power and all necessary authorization s to own your assets and carry on any business it conducts, to enter into the Agreement and submit each Order and to comply with its obligations and exercise its rights under them;

• you have obtained all necessary authorizations and consents, and taken all necessary corporate actions (as applicable) to make all payments and deliveries contemplated by the Agreement;

• your obligations under the Agreement are valid, binding and enforceable and it will not be in breach of any Applicable Law, authorization, document or agreement by entering into or complying with obligations or exercising rights under the Agreement or any Order;

• you, any Authorized Person, any person who controls you and any person for whom you act, as applicable, is not a Proscribed Person;

• if you are a corporation or other legal person, the person that enters into the Agreement on your behalf is, and any person representing you in relation to any Order is and will be, duly Authorized to do so;

• all the information given, and representations made, by you (or on your behalf) are correct, complete and not misleading;

• since the date of any information you have given us, there has been no change in that information or your financial circumstances that may have a material adverse effect on your ability to meet any of your obligations to us;

• any device that you or any of your Authorized Persons uses, including your Enabled Device, is not Jailbroken and otherwise meets the device requirements as described in the agreement;

• you have not withheld any information that might have caused us not to enter into the Agreement or not allow your Order to be submitted (including information about the assets you own and any Encumbrance over them);

• neither you, nor any assets you own, have immunity from the jurisdiction of a court or from legal process in any place;

• you are not relying on any communication from us as advice (whether written or oral) from us, and we are not an advisor to you, in connection with the Agreement or any Order;

• you understand the nature and assume risks of the subject matter of the Agreement and will seek independent advice where necessary. You also have sources of information other than those provided by us and our representatives that you use in evaluating Virtual Assets;

• at any time that you deliver, or procure the delivery of, Virtual Assets to us in connection with an Order or otherwise, you have the absolute right to sell, assign, convey, transfer and deliver such Virtual Asset, and are deemed to confirm that it is fully paid and free of any Encumbrance;

• no action, suit or proceeding at law or in equity before any court, tribunal, Government Agency or any arbitrator that is likely to affect the legality, validity or enforceability against you or the Agreement or your ability to perform your obligations under the Agreement is pending or, to your knowledge, threatened against you;

• you are responsible for your own Tax affairs, and you have not committed or been convicted of any Tax or other criminal offence;

• no Event of Default has occurred, nor has any event occurred which may, with the giving of notice or lapse of time or fulfilment of any condition, become an Event of Default; and

• you understand that all transactions on the trading platform are between Virtual Assets, and do not involve Fiat Currencies directly.

16.3        Repetition of representations and warranties

You repeat the representations and warranties set out in clause 16.2 every time you:

• submit an Order;

• give an Instruction; or

• otherwise operate your Account or use the trading platform.

16.4        Notification

You must immediately notify us if:

• an Event of Default occurs; or

• you have reason to believe that you cannot truthfully make or repeat the representations and warranties set out in this clause 16.

1. 17                      Indemnities

17.1        Your indemnity

You indemnify us and each other Wahari Member and each of the forementioned’s respective directors, officers, employees and agents (each, an “indemnified party”) against, and must pay the indemnified party on demand for, any Loss the indemnified party reasonably incur in connection with the Agreement, your breach of any of the terms of the Agreement, your use of the trading platform and/or App, and any Order by you, including:

• the provision of the trading platform or entry into an Order in circumstances where we are not in breach of the Agreement;

• an Event of Default occurs in relation to you;

• searches and enquiries made in connection with you (including checking for Insolvency);

• Instructions given to us by you or an Authorized Person, or a person purporting to be you or an Authorized Person provided that we act in good faith when effecting the Instructions, save where we have actual knowledge of any fraud or forgery;

• us acting on, delaying or refusing to act on Instructions from you or an Authorized Person or taking action against you or an Authorized Person;

• the settlement or attempted settlement of any Executed Order or any failure to settle any such Executed Order, in circumstances where we are not in breach of the Agreement;

• any service provided by a third party nominated by you;

• any Tax payable by the indemnified party on, or calculated by reference to, any Order or any amount paid or payable by or to you under the Agreement (excluding any Tax payable by the indemnified party by reference to its net income);

• any action taken by a third party to gain control of any Virtual Asset contemplated by the Agreement;

• any person exercising, or not exercising, rights under the Agreement (including enforcement action and debt collection Costs, such as valuation fees and auctioneer’s charges); or

• the costs of the indemnified party in defending itself successfully against any claims of fraud, negligence or willful default,

in each case except to the extent the Loss is a direct result of the indemnified party’s own gross negligence, fraud or willful misconduct.

17.2        Interest

You agree to pay interest on any amounts in respect of which you are required to indemnify any person under this clause or otherwise under the Agreement from the date of demand until the date of receipt by that person in full of such amounts and the interest (after as well as before judgment), at the rate of interest described in clause 19.2.

17.3        Further steps

If we ask, you must:

• appear and defend at your own cost any action which may be brought against us in connection with the Agreement; and

• sign any document we reasonably require to give further effect to this clause 17.

17.4        Application of indemnity

You agree that the provisions of this clause 17:

• continue in full force and effect in relation to Instructions received before we give notice to you that we will not accept further Instructions; and

• are unconditional, irrevocable and survive termination of all dealings between us and you and are not impaired by any act, omission, matter or thing that might discharge or impair the indemnity but for this clause.

1. 18                      Our liability

18.1        Exclusion and limitation of liability

Unless any Applicable Law prohibits us from excluding or limiting our liability or where the Loss is directly caused by our own gross negligence, fraud or wilful misconduct, we are not liable for any Loss incurred in connection with the Agreement, including in connection with:

• the general risks of investing or entering into any Order or using the trading platform, including those described in Annex I;

• the provision or unavailability of any Virtual Asset, Account, the trading platform, the Website or the App;

• investing or holding assets in a particular jurisdiction (including Losses arising from nationalization, expropriation or other governmental action, financial services regulations, currency or asset restrictions, devaluations or fluctuations, and market conditions affecting the orderly execution of transactions or affecting the value of assets);

• the collection, deposit or credit of invalid, fraudulent or forged Virtual Assets transfers;

• effecting delivery or payment against an expectation of receipt, save where such delivery or payment is contrary to local market practice;

• an instruction to deliver Virtual Assets to an exchange, broker, custodian or other third party, even if we might have information tending to show that this course of action, or the choice of a particular exchange, broker, custodian or other third party for a transaction, is unwise;

• any information that we provide on Virtual Assets, market trends or otherwise, even if such information is provided at your request;

• subject to clause 16.5, any act or omission of any exchange, broker, custodian or any other third party, whether or not appointed by us. We are not obliged to request such exchange, broker, custodian or any third party to comply with its obligations;

• the exercise or attempted exercise of, failure to exercise, or delay in exercising, a right or remedy or a delay or error in making payments or deliveries under the Agreement;

• you or an Authorized Person’s Instructions, any unauthorize Instructions or our refusal to act on any Instruction;

• any Force Majeure Event;

• a Network Event not reasonably within our control;

• an Event of Default;

• termination of any of the Agreement; or

• any return or purported return of Virtual Assets in accordance with clause 21.9,

and this disclaimer applies where the Loss arises for any reason and even if the Loss was reasonably foreseeable or we had been advised of the possibility of the Loss.

To the maximum extent permitted by applicable law and without prejudicing the foregoing, in no event shall wahari and wahari member, their respective shareholders, members, directors, officers, employees, attorneys, agents, representatives, suppliers or contractors be liable for any incidental, indirect, special, punitive, consequential or similar damages or liabilities whatsoever (including, without limitation, damages for loss of data, information, revenue, profits or other business or financial benefit) arising out of or in connection with the services provided hereunder, any performance or non- performance of the services provided hereunder, or any other product, service or other item provided by or on behalf of wahari or wahari member, whether under contract, statute, strict liability or other theory even if wahari has been advised of the possibility of such damages except to the extent of a final judicial determination that such damages were a result of

Wahari or wahari member’s, gross negligence, fraud or willful misconduct.

Notwithstanding the foregoing, in no event shall the liability of wahari or wahari member, affiliates and their respective shareholders, members, directors, officers, employees, attorneys, agents, representatives, suppliers or contractors arising out of or in connection the services provided hereunder, any performance or non-performance of the services, or any other product, service or other item provided by or on behalf of wahari, wahari member, whether under contract, statute, strict liability or other theory, exceed the amount of the fees paid by you to wahari under the agreement in the twelve-month period immediately preceding the event giving rise to the claim for liability.

18.2        Responsibility for decisions

• All decisions on whether to invest in, hold or dispose of any Virtual Assets or to enter into any Order are yours. We are not responsible for any decision made by you:

• to enter into the Agreement or submit any Order, or to use any of the trading platform; or

• about any features or risks of any Virtual Asset, or any fees or Costs payable in connection with it.

• While some of our employees and agents may be Authorized to give you certain types of information about Virtual Assets or other products or services neither our employees nor its agents have any authority to make representations about anything in connection the Agreement.

• Subject to any Applicable Law, we are not liable for any Loss if its employees or agents act without authority. However, if you consider that any representation has been made to you that is not set out in the Agreement, you must give us details in writing so that we can clarify it.

18.3        Hyperlinked sites

• We are not responsible for, do not endorse, and make no representation or warranty in connection with, any hyperlinked internet sites through an Agreed Communication Method or other internet sites to which you may be referred. We are not responsible for any Loss incurred in connection with those sites.

• Such internet sites may contain information that has not been devised, verified or tested by us or our officers, employees or agents. We do not endorse the accuracy or completeness of such information, nor do we guarantee that such information, or the provision of any hyperlinks to you, do not infringe third party rights.

18.4        Circumstances beyond our control

We are not liable for any Loss incurred in connection with our inability or delay in receiving or executing Instructions or unavailability of funds or any Virtual Asset due to a Force Majeure Event or any circumstances beyond our reasonable control. If a Force Majeure Event occurs or any circumstances beyond our reasonable control occur, we may take any action we consider appropriate in connection with the Agreement.

1. 19                      Network events

19.1        Infrastructure Participant, Network Participant and Network Event

If:

• any Infrastructure Participant or Network Participant gives a direction, or makes a decision or election, that affects an Executed Order; or

• any Infrastructure Participant or Network Participant becomes Insolvent or is suspended from operating; or

• a Network Event has occurred,

then we may take any action which we, in our sole discretion, consider appropriate to correspond with the direction, decision, election or event (including a Network Event), or to mitigate any loss incurred or potential loss or impact which may be incurred as a result of such action or event. Any such action may result in suspension of access to, or adjustment of the balance in, your Account. Subject to Applicable Law, any such action will be binding on you (including, where relevant, making any decision or election in relation to a Network Event).

19.2        Cooperation and enquiries

Where any Infrastructure Participant, Network Participant or any regulatory body makes an enquiry which relates to the trading platform, your Account or an Order, you agree to co-operate with us and that any information relevant to the enquiry may be passed to any Wahari Member, or any Infrastructure Participant, Network Participant or regulatory body, as may be appropriate.

19.3        Network event

On each occasion of a Network Event, we in our sole and absolute discretion may determine:

• in the event of a Fork, which branch of the Fork is recognized and supported, if any, and where necessary to take any action or make any election required to implement such recognition and support of that Fork;

• in the event of a Network Event which results in loss of ownership or control of Virtual Assets, how such loss is apportioned; and

• whether to halt transactions in a specific Virtual Asset (or generally) or any other activities for any period of time, which period of time may also be extended in our sole and absolute discretion.

Upon becoming aware of a Network Event, we will notify through an Agreed Communication Method, as soon as practicable. We will also publish our decision in handling the relevant Virtual Assets in the event of a Network Event at least one Business Day before the occurrence of the Network Event, unless to do so is impossible or reasonably impracticable.

• 20                      Fees and Costs

20.1        Payment of fees and Costs

You must pay the fees, charges, commissions and Costs specified by us on the Website, through another Agreed Communication Method, or as otherwise notified by us in writing as applying to the trading platform from time to time.

20.2        Overdue payments

From the time any amount under the Agreement is overdue for payment until it is paid, you agree to pay interest at our prevailing default interest rate on the overdue amount when we ask. This rate is revised by us periodically and is available from us on request.

20.3        Calculation

Any interest payable under the Agreement accrues and is calculated in accordance with our usual practice. If default interest is charged under clause 20.2, we may add to the outstanding amount any interest under this clause which has not been paid. You are then liable for interest under this clause on the total amount.

20.4        No refund

Unless otherwise specified in the Agreement, you are not entitled to any refund of any Costs, fees or interest you have paid, or subsidy you have received, including where you cancel an Order, or all or any of the Agreement ends.

20.5        Costs on cancellation

If all or any of the Agreement ends or you cancel an Order, we may require you to pay interest, fees and Costs incurred in connection with the Agreement or Order.

20.6        Benefits with Staking

If you stake Wahari Coin (as referenced in paragraph 3.2 of Annex I) in the trading platform, you may enjoy the following benefits:

• discount in fees and Costs, details of such discount is specified by us on the Fees page on the Website and App;

• receive interest in Wahari Coin, details of which are specified on the FAQ page on the Website; and

• any other benefits as may be notified by us in writing via any Agreed Communication Method from time to time.

• 21                      Termination, suspension and enforcement

21.1        Termination by either party

Either you or we may terminate any part of the Agreement, or the Agreement as a whole, by giving the other party at least seven days’ notice in writing.

21.2        Termination by us

In addition to our rights in clause 21.1, we may terminate any (or all) of the Agreement immediately by notice to you, if:

• you provide incorrect, incomplete or misleading information or make a representation or warranty that is incorrect or misleading;

• you breach any payment or delivery obligation or other term of the Agreement, any other agreement with us, or any term of any arrangement you have with another financial institution, or another financial institution has suspended or terminated your use of any financial services;

• you become Insolvent or any of your assets are subject to Insolvency proceedings;

• you act fraudulently or dishonestly;

• you disaffirm, disclaim, repudiate or reject, in whole or in part, the Agreement, any Confirmation or any Executed Order (or such action is taken by an Authorized Person on your behalf);

• any Authorized Person or other person asserts any interest in, or right to control, your Account by virtue of you having provided access to your Account or otherwise;

• performance of any obligation by either you or we under the Agreement breaches, or is likely to breach, any Applicable Law (including AML/CTF Requirements, Financial Crime Regulations or market abuse requirements) or is otherwise contrary to any policy we apply as a result of an order or sanction issued by any Government Agency;

• anything occurs which, in our opinion, is likely to have a material adverse effect on your ability or willingness to comply with your obligations under the Agreement;

• performance of any obligation by either you or we under the Agreement breaches, or is likely to breach, any Applicable Law or is otherwise contrary to any policy we apply as a result of an order or sanction issued by any Government Agency;

• we are required by Applicable Law to do so;

• any of your Virtual Assets are subject to enforcement of a judgment or are expropriated, compulsorily acquired or resumed on any basis;

• you are convicted of a Tax or other crime in any jurisdiction;

• we, in our discretion, consider that your Account is being operated or the trading platform are otherwise being used in an irregular or improper manner;

• you fail to provide any information requested under the Agreement, or where required to do so in compliance with any Applicable Law or the requirement of any contract;

• any other event of default (however described) under any other agreement between you and any Wahari Member occurs; or

• your Account has been inactive for three years.

Our rights under this clause 21.2 do not affect any other right under the Agreement and are subject to the giving of any notice, demand or lapse of time which is required by Applicable Law and cannot be excluded.

21.3        Additional rights to terminate

Other terms of our Agreement that are applicable to a particular service may specify additional circumstances in which you or we may end the Agreement. These apply in addition to the rights set out in clause 21.1 and 21.2.

21.4        The Agreement

After the Agreement ends, you must:

• not use the trading platform and/or operate any Account that is the subject of the termination, or any benefits in connection with the trading platform;

• immediately make all payments and deliveries required in connection with the Agreement, your Account, the trading platform and any relevant Executed Orders; and

• do any other thing which the Agreement requires to be done when your right to use the trading platform and operate your Account ends.

21.5        No effect on rights and liabilities

• Subject to clause 21.9, the termination of all (or any) of the Agreement does not affect any of the rights and obligations of either of us that arose before termination. You are not entitled to any refund of any fee or amount paid or subsidy received in connection with the Agreement or any Executed Order.

• All provisions in the Agreement in connection with payments, clawbacks, indemnities, limitation of liability, disclosure of information, set-off, asset conversion, Tax, and the provisions in clauses 21.9 and 22 survive termination of the Agreement.

21.6        Review of entitlements

(a)                 After all (or any) of the Agreement ends, we may review and withdraw any promotional or preferential arrangement that applies to you that is under Wahari’s control.

(b)                 Wahari is not responsible nor liable for any promotional, offer, discount or preferential arrangement that is provided by other users within the platform.

21.7        Enforcement action

We may take any action we consider appropriate to enforce the Agreement, including employing any third-party agent to collect any amount owing, taking steps to enforce its rights against your assets, such as attaching any amount owing to those assets, and commencing legal proceedings.

21.8        Suspension

We may suspend our engagement in any or all of the activities contemplated by the Agreement at any time, including the trading platform generally, for any reason (even if no Event of Default has occurred and is continuing), with effect from such time and for such duration as we may determine. If we do so, we will notify you as soon as practicable, to the extent permitted by Applicable Law.

21.9        Payments and handling of Virtual Assets upon termination

• Upon termination of this Agreement, we may return any Virtual Assets recorded in your Account to a designated external address to you in accordance with clause 7.11.

• If we are unable to return any Virtual Assets to you pursuant to clause 21.9(a), we will take reasonable steps, as determined in our sole discretion in the circumstances, to contact you and return the Virtual Assets in the form and manner we deem appropriate.

• If we are unable to contact you or return the Virtual Assets pursuant to clause 21.9(b), we may deal with the relevant amount of Virtual Assets (less applicable Costs) as we consider appropriate, as determined in our sole discretion. This includes transferring the Virtual Assets to a third party. You will not have any further rights to such amounts. Without limiting any of the foregoing, we are not obliged to hold any such Virtual Assets for you.

7

• 22                      General terms

22.1        Hardware, Trading Tools and other Data

• You are solely responsible for installing and maintaining any applicable hardware and Trading Tools for using your Account and the trading platform.

• You are required to comply with all systemic requirements imposed in relation to your Account and the trading platform, including installing and updating any applicable security procedures.

• In order to use all services of Wahari, you must comply to all permits required by the app on your hardware in order to access all Wahari services as stated in the Agreement with such data released under the Order indicated by the user to be shared within the network and trading platform.

22.2        Prompt performance

If the Agreement specifies when you must perform an obligation, you must perform it by the time specified. You must perform all other obligations promptly. Time is of the essence in respect of your obligations to deliver or pay any Virtual Asset.

22.3        Waiver and variation

• A provision of the Agreement, or right created under it, may not be waived except in writing signed by the party or parties to be bound and is only effective for the purpose for which it is given.

• You acknowledge that various features of the activities contemplated by the Agreement may be changed at any time, including applicable Costs, subject to Applicable Law.

22.4        Exercise of rights

• Unless expressly stated otherwise in the Agreement, we may exercise a right or remedy, give or refuse our consent or approval, and/or make any other determination or decision, in connection with the Agreement in any way we consider appropriate in our absolute discretion, including by imposing conditions. We need not provide reasons for any decision we make.

• Except for a waiver or variation in accordance with clause 22.3, nothing we do suspends, varies or prevents us from exercising our rights under the Agreement. If we do not exercise a right or remedy fully or at a given time, we can still exercise it later.

• We are not liable for any Loss caused by the exercise or attempted exercise of, failure to exercise, or delay in exercising, a right or remedy, whether or not caused by our negligence.

• Our rights and remedies under the Agreement:

• are in addition to other rights and remedies given by Applicable Law independently of the Agreement;

• do not merge with and are not adversely affected by any other agreement and may be executed independently or together with any rights or remedies including under any other agreement; and

• are not affected by any payment, settlement or anything which might otherwise affect them at law including the variation of the Agreement or the Insolvency of any person.

22.5        Approvals and consents

By giving its approval or consent, we do not make or give any warranty or representation as to any circumstance relating to the subject matter of the consent or approval.

22.6        Complying with a court order

If we are served with a court order, we act in accordance with the court order and you must not commence proceedings against us in relation to our actions under the court order.

22.7        Consents

We may give, or withhold, any consent or approval in connection with the Agreement upon such terms as we consider appropriate.

22.8        Indemnities

The indemnities in the Agreement are continuing obligations, independent of your other obligations under it. It is not necessary for us to incur expense or make payment before enforcing a right of indemnity in connection with the Agreement.

22.9        Third party services

• Without limiting clauses 14.5 and 22.10, but subject to Applicable Law, we may:

• employ independent contractors and agents (including correspondents) or utilize the services of any Wahari Member or other third party to make certain functions or information available to you and/or otherwise to effect the trading platform, on terms we consider appropriate;
  • Allow companies, businesses and shops access to a user platform under the Agreement, to operate within Wahari services; and

• change any service provider at any time without prior notice.

22.10     Assignment and other dealings

• You may not assign, transfer or otherwise deal with your rights or obligations under the Agreement to anyone without our prior written consent.

• We may assign, transfer or otherwise deal with our rights and obligations as we see fit and need not obtain your prior written consent, nor notify you. To the extent that any consent is required under Applicable Law to effect a relevant dealing, you agree that this clause 22.10(b) is deemed to serve that purpose.

22.11     Compliance with Law

Nothing in the Agreement requires us to do or not do anything if it would or might in our reasonable opinion constitute a breach of our policy or any Applicable Law or requirement of any Government Agency.

22.12     Inconsistent laws and severability

To the extent permitted by Applicable Law:

• you waive all rights conferred by Applicable Law which are inconsistent with the Agreement; and
  • the Agreement otherwise prevails to the extent it is inconsistent with any Applicable Law.

• However, if and to the extent that an Applicable Law is inconsistent with the Agreement in a way that would otherwise have the effect of making a provision of the Agreement illegal, void or unenforceable, or contravene a requirement of Applicable Law or impose an obligation or liability which is prohibited by that law, then the Applicable Law overrides the Agreement to the extent of the inconsistency, and the Agreement is to be read as if that provision were varied to the extent necessary to comply with that Applicable Law and avoid that effect (or, if necessary, omitted).

22.13     Third party rights

The Agreement does not create or confer any rights or benefits enforceable by any person not a party to it except:

• a Wahari Member and any other an indemnified party (as defined in clause 17.1) may enforce its rights or benefits in the Agreement, including any indemnity, limitation or exclusion of liability; and

• a person who is a permitted successor or assignee of our rights or benefits of the Agreement may enforce those rights or benefits.

No consent from the persons referred to in this clause 22.13 is required for the parties to vary or rescind the Agreement (whether or not in a way that varies or extinguishes rights or benefits in favor of those third parties).

22.14     Reports

Any report we obtain is for our use only. Even if we provide a copy of the report to you, you cannot rely on it. You cannot sue us, the valuer or consultant if the report is wrong.

22.15     Construction

No rule of construction applies to the disadvantage of a party because that party was responsible for the preparation of, or seeks to rely on, the Agreement or any part of it.

22.16     Supervening legislation

Any present or future legislation which operates to vary the obligations of a party in connection with the Agreement with the result that another party’s rights, powers or remedies are adversely affected (including, by way of delay or postponement) is excluded except to the extent that its exclusion is prohibited or rendered ineffective by Applicable Law.

22.17     Confidentiality

All the information and data that you provide to Wahari is yours. We never access nor have access to your personal data which is stored automatically and decentralized for your safety.

Each party agrees not to disclose information provided by any other party that is not publicly available except:

• To any person in the Wahari Services, trading platform or similar on which you decided to share your data through the environment;

• to any person in connection with an exercise of rights or a dealing with rights or obligations under the Agreement;

• to officers, employees, legal and other advisers and auditors of any party;

• to any party to the Agreement or any related companies of any party to the Agreement, provided the recipient agrees to act consistently with this clause 22.17;

• with the consent of the party who provided the information (such consent not to be unreasonably withheld);

• publishing relevant Orders and other Instructions on a non-attributed basis on any Wahari service;

• any disclosure the disclosing party reasonably believes is required by any Applicable Law or Government Agency; or

• otherwise in accordance with the Agreement.

Each party consents to disclosures made in accordance with this clause 22.17.

22.18     Anti-money laundering and sanctions

• Notwithstanding any other provision of the Agreement to the contrary, we are not obliged to do or omit to do anything if it would, or might in its reasonable opinion, constitute a breach of any AML/CTF Requirements.

• You must provide to us upon request all information and documents that are within your possession, custody or control reasonably required by us from time to time, and as necessary in order for us to comply with any applicable AML/CTF Requirements.

• You agree that we may disclose any information concerning you to any Government Agency, law enforcement entity, regulatory agency or court (in any jurisdiction) where required by any Applicable Law.

• You agree to exercise your rights and perform your obligations under the Agreement in accordance with all applicable AML/CTF Requirements.

• You agree to provide evidence of due authority and specimen signatures for each Authorized Person.

• You agree that we may take a sufficient time to consider, verify or block an Order, if you or any other person or entity in connection with the Order becomes a sanctioned person or entity, or upon the occurrence of a match on our sanction filters.

22.19     Complaints

If you have any feedback, questions or complaints, please contact us via email posted in our website. You accept and agree that we shall not be responsible for any loss and damage incurred during such period.

• 23                      Statements and records

23.1        Transaction records

You may access your transaction history and records, interactions and any data in general in your Account. You are responsible for checking Account statements for errors.

23.2        Reporting mistakes

You must report any mistaken or unauthorize Orders, Executed or otherwise, to us as soon as possible. Unless otherwise stated, if you do not report such Orders to us within three days of the date of the Order, we are entitled to treat the Order as correct.

23.3        Reversals

We may cancel, reverse or debit any Virtual Asset transfer we make under the Agreement (including any interest paid) and make any corresponding adjustments to an Account:

• to correct a mistake;

• if we have not received cleared and unconditional Virtual Assets in full and promptly; or

• if we have reasonable grounds for doing so.

• 24                      Notices and communications

24.1        Notices and electronic delivery

• You authorize us to deliver all communications, agreements, documents, notices, disclosures and Confirmations to you by an Agreed Communication Method, or through any other electronic means as we deem fit.

• It is your responsibility to ensure that the details of your Agreed Communication Method are correct and the Agreed Communication Method is operational and available for receipt of all communications and to notify us of any changes to the details of your Agreed Communication Method as soon as practicable after the change is made.

• In some cases, our communications may only be posted on the Website or App.

24.2        Delivery

• Communications take effect from the time they are received or taken to be received under clause 24.2(b) (whichever happens first) unless a later time is specified in the communication.

• Communications are taken to be received:

• if delivered via other electronic means, 24 hours after we send it; and

• if posted on the Website or App, at the time of posting.

• Your notices and communications are effective when we actually receive them in legible form. If that occurs after 5:00pm in the place of receipt or on a non-Business Day, the relevant notice or communication is taken to be received at 9.00am in that place on the next Business Day and takes effect from that time unless a later time is specified.

24.3        Digital signatures

Instructions and communications digitally signed and supported by a digital certificate have the same validity, admissibility and enforceability as if signed in

writing. Any notice or communication that is digitally signed must comply with any Applicable Law.

24.4        Electronic contracts

You acknowledge and agree that you are satisfied that electronically executed contracts are enforceable despite the legal risks associated with them. You agree not to dispute the contents of any notice or communication sent by us using electronic equipment.

24.5        Client constitutes more than one person

If an Account is established for more than one person in accordance with the Agreement, notices and communications (including notices of any variation to the Agreement and any statements (including any consolidated statements)) sent to the email notified to us as the email for receipt of notices and other communications in connection with the Agreement are taken to be given to all persons.

24.6        Records

• The records are not binding on us or any other person.

• Notwithstanding anything to the contrary contained in the Agreement, in any record should there be any inconsistency between:

• the information (including any document but not any advice) available on or via the Website or App, the internet or other electronic medium; and

• the information in our records,

the information in our records will prevail unless there is a manifest error.

• We may issue a further record if any previous one contained any errors or omissions, in which case that further record will supersede any previous one in all respects (unless it states otherwise).

24.7        Governing law

• Unless otherwise specified, the Agreement is governed by the law in force in Interlaken, Switzerland.

• To the extent permitted by Applicable Law, the Agreement prevails to the extent that it is inconsistent with Applicable Law. Any present or future law which operates to vary the obligations of Wahari in connection with the Agreement with the result that Wahari’s rights, powers or remedies are adversely affected (including by way of delay or postponement) is excluded except to the extent that its exclusion is prohibited or rendered ineffective by Applicable Law.

24.8        Submission to arbitration

• Unless otherwise specified, any dispute, controversy, difference or claim arising out of or relating to the Agreement, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to the Agreement will be referred to and finally resolved by arbitration administered by HKIAC under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted.

• You and we agree that:

• the law of this clause is Swiss law;

• the seat of arbitration will be Interlaken, Switzerland;

• unless you and we agree otherwise, the number of arbitrators will be 1 and that arbitrator must have relevant legal and technological expertise;

• if you and we do not agree on the arbitrator to be appointed within 15 Business Days of the dispute proceeding to arbitration,

• the arbitration proceedings will be conducted in English.

• Notwithstanding any other provision of the Agreement, you agree that we have the right to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

• Notwithstanding anything contained in this section, if you are a resident of Canada, any dispute, controversy or claim arising out of, in connection with, or relating to this Agreement, including, but not limited to the formation, execution, validity, application, interpretation, performance, breach, termination or enforcement, of this Agreement shall be submitted to final and binding arbitration. The arbitration shall be conducted under the arbitration laws of the Province of British Columbia and pursuant to the ADR Institute of Canada’s Arbitration Rules (the “Rules”) in force at the time the Dispute is submitted to arbitration. Unless otherwise agreed in writing, there will be one (1) arbitrator, appointed in accordance with the Rules. The place of the arbitration will be British Columbia. The language of the arbitration will be English, except when prohibited by Applicable Law. The law of the arbitration will be the laws of the province or territory in Canada where you live or where most recently lived and the laws of Canada. All interim awards, partial final awards and final awards of the arbitrators will be final and binding upon the parties regarding all matters submitted to arbitration, with no rights of appeal, even on questions of law. Any party may have recognized and enforced any interim awards, partial final awards and awards rendered by the arbitrators in any court having jurisdiction.

24.9        Serving documents

Without preventing any other method of service, any document in an action may be served on:

• us by being delivered or left at the address details stated on the front page of these Terms and Conditions; and

• you by being delivered at the address last notified to us.