Terms of Service

1.1 Definitions

In these Terms, the following expressions have the meanings set out below, unless the context requires otherwise:

"Account" means an account established in your name, or in the name of an entity you are authorised to represent, for the purpose of accessing the Platform or one or more Services.

"Applicable Law" means any applicable law, statute, regulation, rule, directive, circular, regulatory requirement, licence condition, order, judgment, sanction, legally binding guidance or other requirement having the force of law that applies to the Company, a User, the Platform, a Service or a Transaction, including requirements imposed by any competent governmental, judicial or regulatory authority.

"API" means an application programming interface made available by the Company to enable an authorised User or approved third party to connect its systems, applications or infrastructure to specified Platform functionality or Services.

"API Credentials" means any API key, secret, token, password, certificate, access credential or other authentication information issued or approved for use in connection with an API.

"Blockchain Network" means a blockchain, distributed ledger, protocol or other decentralised or distributed network on which a Digital Asset may be issued, recorded, transferred or otherwise transacted.

"Business Day" means a day other than a Saturday, Sunday or public holiday in Nigeria.

"Company", "we", "us" or "our" means Zabira Digital Services Limited.

"Digital Asset" means a digital representation of value, ownership, rights or interests that may be digitally transferred, stored or traded and that is supported by the Company for a particular Service. Depending on the context and Applicable Law, Digital Asset may include an asset described or classified under Applicable Law as a crypto asset, virtual asset or other digital asset.

"Fees" means any fees, commissions, spreads, charges or other amounts payable in connection with a Service or Transaction, including applicable Network Fees and third-party charges disclosed to you.

"Fiat Currency" means government-issued currency supported by the Platform, including Nigerian Naira and any other currency expressly made available by the Company.

"Network Fee" means a fee or transaction cost imposed by a Blockchain Network, validator, miner or other network participant or infrastructure provider in connection with the processing or confirmation of a Digital Asset transaction.

"OTC" means an over-the-counter transaction arranged or facilitated through the Company's OTC Desk and governed, where applicable, by the relevant OTC Terms and transaction confirmation.

"Payment Link" means a payment request, invoice, link, QR code or related functionality generated through the Platform to facilitate the receipt of a payment in a Supported Asset or supported Fiat Currency.

"Platform" means the Company's website, mobile application, APIs, software, interfaces and other digital channels, systems or technology through which the Company makes the Services available.

"Services" means the products and services made available by the Company from time to time through the Platform, including, where applicable, Digital Asset purchases, sales and swaps, Digital Asset deposits and withdrawals, custodial wallet services, Payment Links, OTC transactions, API integrations, settlement services and other related services.

"Service-Specific Terms" means additional terms and conditions applicable to a particular Service, product, feature or category of Transaction.

"Supported Asset" means a Digital Asset that the Company has expressly made available for a particular Service.

"Supported Network" means a Blockchain Network that the Company has expressly designated as supported for a particular Digital Asset or Service.

"Transaction" means any purchase, sale, swap, deposit, withdrawal, transfer, payment, settlement, OTC trade or other transaction initiated, instructed, processed or completed through the Platform or in connection with a Service.

"User", "you" or "your" means the person accessing or using the Platform or Services, including an individual or, where applicable, a company, partnership, organisation or other legal entity acting through an authorised representative.

"Wallet" means a digital wallet, wallet account, blockchain address or other mechanism through which Digital Assets may be held, received, sent or otherwise transacted.

1.2 Interpretation

Unless the context requires otherwise:

• (a) words importing the singular include the plural and vice versa;
• (b) references to a person include an individual, company, corporation, partnership, trust, governmental authority, regulatory body or other legal entity;
• (c) references to a company include its successors and permitted assigns;
• (d) the words "including", "include" and similar expressions are without limitation;
• (e) references to "written" or "in writing" include electronic communications and records, except where Applicable Law requires a different form;
• (f) references to a law or regulation include that law or regulation as amended, modified, consolidated, replaced or re-enacted from time to time, together with any subordinate legislation or legally binding requirements made under it;
• (g) headings are for convenience only and do not affect the interpretation of these Terms;
• (h) references to a Section are references to a section of these Terms;
• (i) where an obligation is expressed to apply to you, that obligation applies to the extent relevant to your use of the applicable Platform or Service; and
• (j) where a term is defined, its corresponding grammatical forms have a corresponding meaning.

2.1 Contractual Framework

Given the nature of our business, certain Services may be subject to additional terms and conditions. Where you use such a Service, those additional terms will apply to the extent relevant to that Service and will form part of the agreement between you and the Company. These may include the User Agreement, Acceptable Use Policy, Digital Asset Risk Disclosure, Fee Schedule, Custody and Wallet Terms, OTC Terms, Payment Link Terms, API Developer Terms and any other terms or disclosures expressly brought to your attention before or at the time you access or use the relevant Service.

2.2 Our Regulatory Status

Any regulatory status disclosed by us will apply only to the activities and Services covered by the relevant registration, licence, approval or authorisation.

You should not assume that every Service available through the Platform is regulated in the same manner or by the same regulatory authority.

Nothing in these Terms, the Platform or any communication issued by us is intended to represent that the Company, the Platform or any particular Service is licensed, approved, endorsed or regulated beyond the scope of the Company's actual regulatory status.

3.1 Eligibility to Use the Platform

You may access and use the Platform only if you are legally capable of entering into a binding agreement with us and are otherwise eligible to receive the Services under Applicable Law and our onboarding requirements.

By accessing or using the Platform, you represent and warrant that:

• (a) you have the legal capacity and authority to enter into these Terms and to perform your obligations under them;
• (b) you meet the minimum contractual age applicable to the Services you are accessing and, in any event, are not under the age at which you may lawfully enter into the relevant transaction or agreement;
• (c) you are not subject to any legal, regulatory or contractual restriction that prevents you from accessing or using the Platform or any Service;
• (d) you are not located in, ordinarily resident in, established in, or acting on behalf of a person or entity in a jurisdiction from which access to the relevant Service is prohibited or restricted by Applicable Law or by the Company's regulatory or risk requirements;
• (e) all information and documentation you provide to us, whether during registration, onboarding or at any subsequent stage of your relationship with us, is accurate, complete and not misleading; and
• (f) you will comply with these Terms, the other terms and policies applicable to your use of the Platform, and all Applicable Law.

3.2 Corporate and Institutional Users

If you access or use the Platform on behalf of a company, partnership, trust, institution or other legal entity, you represent and warrant that:

• (a) the entity is duly established and validly existing under the laws applicable to it;
• (b) you are duly authorised to act on its behalf and to bind it to these Terms and any transaction or Service you access through the Platform; and
• (c) all information and documentation provided in connection with the entity, its directors, officers, beneficial owners, authorised representatives and other relevant persons is accurate, complete and not misleading.

The Company may require evidence of your authority to act on behalf of an entity at any time. We may also require the entity to provide additional corporate, ownership, governance or beneficial ownership information as part of our onboarding, verification or ongoing compliance processes.

3.3 Changes in Eligibility

You must notify us promptly if there is any change in circumstances that may affect your eligibility to use the Platform or a Service, including any change to your identity, legal capacity, place of residence or establishment, beneficial ownership, authority to act on behalf of an entity, or any applicable legal or regulatory restriction.

We may restrict or suspend access to the Platform or a Service where we reasonably determine that you no longer satisfy the applicable eligibility requirements or where we are required or permitted to do so under Applicable Law

4.1 Opening an Account

Our Services may require you to create and maintain an Account with us. In order to open an Account, you must complete our registration and onboarding process and provide the information and documentation we reasonably require.

Depending on the nature of the Services you intend to use and your risk profile, this may include information relating to:

• (a) your name and date of birth;
• (b) your residential or registered business address;
• (c) your telephone number and email address;
• (d) government-issued identification or other identity documents;
• (e) your occupation, business activities or intended use of the Platform;
• (f) your bank or other payment account details;
• (g) tax-related information where required;
• (h) information concerning your source of funds or source of wealth;
• (i) where you are acting for a legal entity, information concerning the entity, its directors, officers, authorised representatives and beneficial owners; and
• (j) any other information or documentation we are required or reasonably entitled to obtain under Applicable Law or our compliance, risk-management and security procedures.

We may require additional information at any stage of our relationship with you, including before providing or continuing to provide a particular Service.

4.2 Verification and Due Diligence

Successfully opening an Account and accessing particular Services are subject to successful completion of our applicable verification and due diligence requirements.

Depending on the circumstances, these requirements may include customer identification verification, know-your-customer ("KYC") or know-your-business ("KYB") checks, beneficial ownership verification, sanctions screening, fraud and security checks, source-of-funds or source-of-wealth verification, transaction monitoring and enhanced due diligence.

You authorise us, and our authorised service providers acting on our behalf, to obtain, verify and assess information about you and, where applicable, your business, directors, officers, beneficial owners and authorised representatives for these purposes.

4.3 Accuracy and Updating of Information

You are responsible for ensuring that all information and documentation provided to us is accurate, complete and not misleading.

You must promptly notify us and provide updated information where any information previously provided becomes inaccurate, incomplete or outdated.

4.4 Our Verification Rights

We may use information obtained from you, public sources, government or regulatory databases, credit or fraud prevention agencies, blockchain analytics providers and other lawful third-party sources to verify your identity, assess risk and satisfy our compliance obligations.

Where appropriate, we may also conduct enhanced due diligence before permitting access to certain Services, increasing transaction limits or processing particular Transactions.

You acknowledge that completion of our initial onboarding process does not prevent us from conducting further reviews or requesting additional information during the course of our relationship with you.

We may periodically require you to reconfirm or update information as part of our ongoing customer due diligence and account review processes. Failure to provide information or documentation reasonably requested by us may result in a delay, restriction or suspension of your access to one or more Services, to the extent permitted or required by Applicable Law.

4.5 No Obligation to Complete or Approve Onboarding

Submission of an application, provision of information or completion of any part of the onboarding process does not create an obligation on us to open an Account or provide any particular Service.

We may determine which Services are available to you and the conditions applicable to your use of those Services, as may be deemed necessary.

Where we decline or delay an Account opening application or Service for compliance, legal or security reasons, we may be unable to provide you with detailed information concerning the basis for our decision. This includes circumstances where disclosure could breach Applicable Law, prejudice an investigation, compromise our security or controls, or otherwise be prohibited.

5.1 Your Security Responsibilities

You are solely responsible for taking reasonable steps to protect your Account, credentials and devices used to access the Platform. This includes keeping secure your password, authentication credentials, two-factor authentication methods, recovery codes, API Credentials, withdrawal credentials and any other security information associated with your Account.

You must notify us promptly if you:

• (a) become aware of or reasonably suspect that your Account, password, API Credentials or other authentication information has been compromised;
• (b) become aware of an unauthorised login, Transaction, withdrawal or other activity on your Account;
• (c) lose possession or control of a device used to access your Account; or
• (d) suspect that your Account or Digital Assets may be subject to fraud, theft or unauthorised access.

You should contact us through the security or support channels specified on the Platform. We may take reasonable measures to protect your Account and the Platform following such notification, including suspending access, disabling credentials, imposing additional verification requirements or placing Transactions on hold.

You acknowledge that prompt notification is important in limiting potential loss and assisting us in investigating and responding to a security incident.

5.2 Credentials and Authorised Instructions

We may rely on authentication credentials and security procedures associated with your Account when processing instructions submitted through the Platform, subject to Applicable Law and our obligations in relation to unauthorised Transactions, fraud and security incidents.

You remain responsible for Transactions and activity carried out through your Account where the relevant activity resulted from your breach of these Terms, negligence or failure to maintain appropriate security, to the extent permitted by Applicable Law.

Where we become aware of, or reasonably suspect, unauthorised access or fraudulent activity, we may investigate the matter and take such protective measures as we reasonably consider necessary.

5.3 Private Keys, Seed Phrases and Sensitive Credentials

We will not ordinarily request your password, private key, seed phrase, recovery phrase or other sensitive authentication information through customer support or any other unauthorized communication channel.

You must not disclose your private keys or seed phrases to any person claiming to represent the Company unless we expressly provide a specific and secure process requiring such information, which we generally will not do.

You acknowledge that anyone who obtains control of a private key, seed phrase or other credential capable of controlling a Digital Asset may be able to transfer or otherwise deal with that Digital Asset without your further consent.

5.4 Corporate and API Access

Where an Account is operated on behalf of a legal entity or where access is provided through an API, the entity is responsible for implementing appropriate internal controls over authorised users, administrators, API Credentials and transaction permissions.

You must ensure that access rights are granted only to persons who are properly authorised and that access is removed promptly when an individual's authority ceases.

You remain responsible for maintaining the confidentiality and security of API Credentials and for promptly revoking or replacing compromised credentials.

Additional security requirements applicable to API access are set out in the API Developer Terms.

5.5 Security Measures

We may introduce or require additional security measures from time to time, including:

• multi-factor authentication;
• transaction confirmations;
• withdrawal restrictions;
• device verification;
• address whitelisting;
• additional identity verification; and
• other security controls.

You agree to comply with such measures where they are required for access to your Account or a particular Service.

We may delay or decline a Transaction where additional verification is reasonably required to protect you, the Company or the Platform, or to comply with Applicable Law.

6.1 Fees Payable by You

You agree to pay the Fees applicable to the Services you use. The Fees payable by you will be those communicated to you through the Platform, the applicable Fee Schedule, the relevant Service-Specific Terms, a transaction confirmation, or otherwise disclosed to you before the relevant Transaction or Service is provided.

Depending on the nature of the Service, Fees may include:

• (a) transaction or execution fees;
• (b) spreads or other amounts incorporated into the applicable purchase, sale or exchange price;
• (c) deposit or withdrawal fees;
• (d) custody or wallet-related fees;
• (e) OTC trading or settlement fees;
• (f) API access or usage fees;
• (g) Payment Link or payment processing fees;
• (h) Blockchain Network or network processing fees;
• (i) charges imposed by banks, payment processors, liquidity providers or other third-party service providers;
• (j) taxes, duties, levies, or charges imposed by relevant authorities within the enabling jurisdiction.
• (k) foreign exchange or currency conversion charges; and
• (l) any other charges expressly disclosed to you in connection with the relevant Service.

6.2 Pricing and Spreads

The price displayed for a purchase, sale or swap may include a spread or other pricing adjustment applicable to the relevant Service.

Where a spread is incorporated into the quoted price rather than charged as a separate fee, the amount you pay or receive may differ from the prevailing market price of the relevant Digital Asset.

Where applicable, the Platform will provide sufficient transaction information to enable you to review the applicable price, exchange rate, Fees and total amount payable or receivable before you confirm a Transaction.

6.3 Network and Third-Party Charges

Certain Transactions may involve charges imposed by a Blockchain Network, bank, payment processor, liquidity provider or other third party.

Where such charges are passed on to you, we may either identify the charge separately or incorporate the applicable charge into the total amount presented to you before the Transaction is confirmed, depending on the relevant Service and how the charge is determined.

Blockchain Network fees are generally outside our control and may vary depending on network conditions, congestion, transaction size and other factors. Where the applicable Network Fee cannot reasonably be determined until the Transaction is processed, the amount charged may differ from any initial estimate provided to you.

6.4 Taxes

You are responsible for determining and complying with all tax obligations, duties, levies or similar governmental charges that may arise from your use of the Platform or Services, including any obligation arising from the purchase, sale, swap, transfer, receipt, holding or disposal of Digital Assets or from payments or other Transactions conducted through the Platform.

Where we are required by Applicable Law to deduct, withhold or collect any tax or other governmental charge from an amount payable to you or on your behalf, we may make the required deduction or withholding and account for the relevant amount to the appropriate authority.

6.5 Disclosure of Fees

We will provide or make available information concerning applicable Fees through the Platform, Fee Schedule or other appropriate means.

You are responsible for reviewing the applicable Fees before completing a Transaction. By proceeding with the Transaction, you acknowledge and agree to the Fees disclosed to you for that Transaction and any caveats or disclaimers where applicable.

6.6 Changes to Fees

We may change our Fees from time to time. These changes may be immediate where reasonably necessary to reflect changes in third-party charges, Blockchain Network fees, Applicable Law, regulatory requirements, market conditions or other circumstances outside our reasonable control.

Unless otherwise stated, a change in Fees will not apply retrospectively to a Transaction that has already been completed.

6.7 Payment and Deduction of Fees

Unless otherwise agreed, Fees may be deducted from the Digital Assets, Fiat Currency or other amounts involved in the relevant Transaction or from funds otherwise available in your Account.

You authorise us to make such deductions where applicable.

If there are insufficient funds or Digital Assets available to satisfy a Fee or other amount due, we may decline or delay the relevant Transaction, require payment through another method, or recover the outstanding amount from you.

6.8 Refunds

Fees are generally not refundable once the relevant Service has been provided or the applicable Transaction has been executed, except where:

• (a) the Fee was charged in error;
• (b) the relevant Transaction or Service is reversed or cancelled in circumstances giving rise to a refund;
• (c) we agree otherwise;
• (d) the applicable Service-Specific Terms provide for a refund; or
• (e) a refund is required under Applicable Law.

Where a Transaction cannot be completed after a Fee has been charged, the treatment of that Fee will depend on the reason for the failure and the terms applicable to the relevant Service.

7.1 General Risk Acknowledgement

Digital Assets are a relatively new and rapidly developing asset class and involve significant risks. Their value, availability, transferability and functionality may be affected by factors that are different from, and in some cases more significant than, those applicable to traditional financial assets.

Before using any Service involving Digital Assets, you should ensure that you understand the nature of the relevant Digital Asset and the risks associated with acquiring, holding, transferring or otherwise dealing in it.

You acknowledge and accept that you may lose some or all of the value of a Digital Asset and that, in certain circumstances, a Digital Asset may become worthless or may no longer be transferable, redeemable or accessible.

7.2 Principal Risks

The risks associated with Digital Assets include, without limitation:

• (a) Market and volatility risk: Digital Asset prices can fluctuate substantially and rapidly. The value of a Digital Asset may increase or decrease significantly within a short period and may be affected by market conditions, sentiment, liquidity and other factors.
• (b) Liquidity risk: There may be insufficient buyers, sellers or market liquidity for a Digital Asset at the time you wish to transact. This may affect the price at which a Transaction can be executed or whether it can be executed at all.
• (c) Regulatory and legal risk: Laws, regulations, regulatory guidance and enforcement approaches relating to Digital Assets may change. Changes in Applicable Law or regulatory policy may affect the availability, use, transfer, taxation, value or legal treatment of a Digital Asset or Service.
• (d) Technology and infrastructure risk: Digital Assets depend on distributed ledger technology, software, networks and other technical infrastructure. Errors, defects, vulnerabilities, outages or failures may affect the operation or availability of a Digital Asset or Service.
• (e) Cybersecurity and fraud risk: Digital Assets and related accounts, wallets and infrastructure may be targeted by hacking, phishing, malware, fraud, theft or other malicious activity. You may suffer loss where your credentials, private keys or other security information are compromised.
• (f) Blockchain and network risk: Blockchain Networks may experience congestion, delays, outages, reorganisations, attacks or other disruptions. A Transaction may remain pending for an extended period or may fail to receive the expected network confirmations.
• (g) Smart-contract and protocol risk: Where a Digital Asset depends on smart contracts or other software protocols, vulnerabilities, coding errors, exploits, administrative controls or other defects may result in the loss, freezing or impairment of Digital Assets.
• (h) Forks, protocol changes and migrations: A Blockchain Network or Digital Asset may undergo a fork, upgrade, protocol change, token migration or other material change. We may not support every resulting asset, network or version, and this may affect your ability to access, transfer or use the relevant Digital Asset.
• (i) Stablecoin risk: A Digital Asset represented as a stablecoin may not maintain its intended value or peg to the relevant reference asset. A stablecoin may experience a significant or permanent loss of value, including as a result of issuer, reserve, liquidity, market or regulatory risks.
• (j) Issuer and counterparty risk: Where a Digital Asset is issued, sponsored, managed or otherwise associated with a particular person or entity, that person or entity may fail to perform its obligations or may become insolvent, subject to regulatory action or otherwise cease to support the Digital Asset.
• (k) Loss of access: Digital Assets may be permanently inaccessible if the relevant private keys, credentials or other means of control are lost, destroyed, compromised or otherwise unavailable.
• (l) Irreversibility: Transactions recorded on a Blockchain Network may be irreversible or difficult or impossible to reverse. Sending a Digital Asset to an incorrect or unsupported address, network or destination may result in permanent loss.
• (m) Tax risk: The acquisition, disposal, transfer or holding of Digital Assets may give rise to tax consequences. The tax treatment may vary depending on the circumstances and may change over time.
• (n) Other risks: Digital Assets may be affected by other risks that are not presently known or reasonably foreseeable.

7.3 No Guarantee of Value or Performance

We do not guarantee or represent that any Digital Asset will retain or increase in value, remain liquid, continue to be supported by its issuer or Blockchain Network, or remain available through the Platform.

Past performance, historical prices or other information displayed on the Platform are not an indication or guarantee of future performance.

Nothing in the Platform or these Terms should be understood as a representation that any Digital Asset is suitable for you or that you will achieve a particular return or avoid loss.

7.4 Your Responsibility to Assess Risk

You are responsible for determining whether acquiring, holding, transferring or otherwise dealing in Digital Assets is appropriate for you, having regard to your circumstances, objectives, financial position and risk tolerance.

You should obtain independent professional advice where you are uncertain about the legal, financial, tax or other implications of a Digital Asset Transaction.

Your use of the Services constitutes your acknowledgement that you have considered the risks applicable to the relevant Digital Assets and have decided to proceed at your own discretion and risk.

9.1 Services We Provide

Subject to these Terms, your eligibility, the availability of the relevant Service and Applicable Law, we may provide access to one or more of the following Services through the Platform:

• (a) the purchase and sale of Supported Digital Assets;
• (b) the exchange or swap of one Supported Digital Asset for another;
• (c) the deposit and withdrawal of Supported Digital Assets;
• (d) Wallet services;
• (e) Payment Link and related payment collection functionality;
• (f) OTC Digital Asset trading and settlement services;
• (g) API access and integration services;
• (h) Crypto-Fiat settlement and other transaction-related services; and
• (i) such other Digital Asset or related financial technology services as we may make available from time to time.

Not every Service will necessarily be available to every User. The Services available to you may depend on factors including your location, Account type, verification status, regulatory requirements, transaction history, risk profile and the nature of the Service concerned.

9.2 Service Availability and Conditions

We may impose different requirements, limits and conditions for different Services, Digital Assets, Users or transaction types.

These may include eligibility requirements, minimum or maximum transaction amounts, transaction frequency limits, withdrawal limits, geographic restrictions, additional verification requirements and other controls required for legal, regulatory, security, operational or risk-management purposes.

We may also restrict or suspend access to a particular Digital Asset, Blockchain Network or Service where reasonably necessary, including where continued support would be unlawful, technically impracticable, commercially unavailable, inconsistent with our regulatory obligations, or would present a material security or operational risk.

Where a Service is subject to additional terms, those terms will apply in addition to these Terms.

10.1 General

Where we make the relevant functionality available to you, you may use the Platform to submit instructions to buy, sell or exchange Supported Digital Assets.

Before submitting an instruction, you should review the transaction details displayed to you, including the Digital Asset, amount, applicable price or exchange rate, Fees and any other information presented as relevant to the Transaction.

10.2 Orders and Instructions

An instruction submitted through the Platform constitutes a request for us to process the relevant Transaction. Submission of an instruction does not, by itself, constitute acceptance or execution of the Transaction.

An instruction may be rejected, cancelled, delayed or placed on hold where permitted or required under these Terms or Applicable Law, including where:

• (a) the relevant Digital Asset or Service is unavailable;
• (b) sufficient funds or Digital Assets are not available;
• (c) the transaction exceeds an applicable limit;
• (d) additional verification or compliance checks are required;
• (e) there is a technical, security, liquidity or network issue;
• (f) the instruction contains an error or cannot be processed as submitted; or
• (g) processing the instruction would, or may reasonably expose us to, a breach of Applicable Law or our regulatory obligations.

10.3 Pricing and Quotes

The price, exchange rate or other terms displayed to you before submitting an instruction may be indicative unless we expressly identify them as a firm or executable quote.

Where we provide an executable quote, we will specify, where applicable, the period for which the quote remains available. If the quote expires before you accept it, you may be required to request or accept a new quote.

Digital Asset prices may change significantly within short periods. You hereby acknowledge that the price available when you initiate a transaction may therefore differ from the price initially displayed or anticipated by you, or the price available when the transaction is actually executed.

Where the Platform provides a price-protection, slippage-tolerance or similar functionality, the applicable parameters will be presented to you before the relevant Transaction is submitted.

10.4 Execution

An instruction will become an accepted Transaction when it has been accepted and processed through the applicable execution mechanism made available by us.

Where applicable, we will provide a transaction confirmation or other electronic record showing the material details of the executed Transaction.

The time at which a Transaction is executed may differ from the time at which the relevant Digital Assets or Fiat Currency are finally settled or made available to you. Execution, settlement and blockchain confirmation are separate stages and may be affected by different factors.

10.5 Settlement

Following execution, the relevant Digital Assets or Fiat Currency will be settled in accordance with the applicable Service and transaction process.

Settlement may be delayed by factors including banking or payment-system processing, Blockchain Network confirmation times, network congestion, compliance or security reviews, third-party service availability; or other circumstances beyond our reasonable control.

A transaction should not be considered finally settled merely because an instruction has been submitted or an order has been accepted.

10.6 Transaction Limits

We may establish and apply limits to the use of the Services, including limits relating to:

• (a) individual Transactions;
• (b) cumulative daily, weekly, monthly or other periodic transaction volumes;
• (c) deposits and withdrawals;
• (d) particular Digital Assets or Blockchain Networks;
• (e) OTC Transactions;
• (f) particular payment methods or settlement channels; and
• (g) particular Users, Account types or risk categories.

Limits may be established or adjusted for legal, regulatory, compliance, security, operational, liquidity or risk-management reasons.

Where reasonably practicable, applicable limits will be communicated through the Platform or otherwise made available to you. We may impose or adjust limits without prior notice where necessary to comply with Applicable Law, respond to a security or fraud risk, protect the Platform or Users, or address an urgent operational or regulatory concern.

10.7 Transaction Records

We will maintain records of Transactions and related account activity in accordance with our legal, regulatory and operational requirements.

Transaction information displayed through the Platform, together with our books and records, will constitute evidence of the relevant Transaction, subject to your right to raise a dispute or identify an apparent error in accordance with our complaints and dispute procedures.

11.1 Transfer Instructions

Where the Platform permits you to deposit or withdraw Digital Assets, you are responsible for ensuring that the transfer details you provide are accurate and complete before submitting the transfer instruction.

Before confirming a Digital Asset deposit or withdrawal, you must carefully verify:

• (a) the recipient's wallet address;
• (b) the Digital Asset or token being transferred;
• (c) the Blockchain Network through which the transfer is to be made;
• (d) any required memo, destination tag, payment ID or other identifying information;
• (e) the amount to be transferred; and
• (f) any other information required by the Platform for the relevant transfer.

You should not assume that a wallet address is valid merely because it is technically recognised by the relevant Blockchain Network. You are responsible for confirming that the address belongs to the intended recipient and is capable of receiving the relevant Digital Asset through the selected Blockchain Network.

11.2 Confirmation of Transfer Instructions

Once you have submitted and confirmed a withdrawal instruction, we may process the transfer in accordance with the details provided by you.

Depending on the relevant Service, we may not be able to amend or cancel a transfer after it has been submitted to the applicable Blockchain Network or otherwise processed.

Where the Platform provides a confirmation screen, you are responsible for reviewing the transaction details displayed to you before providing your final confirmation.

11.3 Irreversible Blockchain Transactions

Transactions recorded on a Blockchain Network are generally irreversible or may be impossible to reverse once broadcast or sufficiently confirmed.

If you provide an incorrect wallet address, select an incorrect Blockchain Network, provide an incorrect memo or destination tag, or otherwise provide inaccurate or incomplete transfer information, the Digital Assets may be permanently lost.

We will not be responsible for Digital Assets lost as a result of information incorrectly or inaccurately provided by you.

Where recovery may be technically possible, we may, at our discretion attempt to assist in recovering Digital Assets sent in error. You acknowledge, however, that recovery may not be possible and may involve additional costs, technical limitations, third-party cooperation or significant delay.

Any recovery attempt undertaken by us does not constitute a guarantee that the Digital Assets will be recovered.

11.4 Supported Networks and Assets

Digital Assets may exist or be transferable across multiple Blockchain Networks. The fact that a Digital Asset is supported on one Blockchain Network does not mean that the same Digital Asset is supported on every other network on which it may exist.

You must use only the Digital Asset and Blockchain Network combinations expressly supported by the Platform for the relevant Service.

Sending a Digital Asset through an unsupported Blockchain Network, or sending an unsupported Digital Asset to an address associated with the Platform, may result in the Digital Asset being permanently inaccessible or lost.

Unless expressly stated otherwise, we are not responsible for monitoring or recovering Digital Assets sent through an unsupported Blockchain Network or in a form that we do not support.

11.5 Deposits

Where you deposit Digital Assets into a wallet or address provided by us, you must use the correct Digital Asset and Blockchain Network specified by the Platform and provide any required memo, destination tag or other identifying information.

A deposit may not be credited to your Account where you use an unsupported Digital Asset or Blockchain Network, omit required identifying information, or otherwise fail to follow the applicable deposit instructions.

Where a deposit cannot be automatically credited, we may, where technically and operationally feasible, attempt to identify and recover the Digital Assets. Any such recovery is undertaken at our discretion and may be subject to applicable Fees and reasonable recovery costs.

11.6 Network Confirmation and Processing

A Digital Asset transfer may remain pending until it receives the number of Blockchain Network confirmations or other verification that we consider appropriate for the relevant Digital Asset and Service.

Processing times may vary depending on network congestion, transaction fees, Blockchain Network conditions, security controls, compliance reviews and other factors.

A transaction being broadcast to a Blockchain Network does not necessarily mean that it has been finally confirmed or credited to the recipient's wallet.

11.7 Security and Compliance Controls

We may delay, restrict or decline a Digital Asset transfer where reasonably necessary to:

• (a) comply with Applicable Law or a requirement of a competent authority;
• (b) conduct required KYC, sanctions, fraud, AML/CFT/CPF or other compliance checks;
• (c) investigate suspected fraud, unauthorised activity or other security concerns;
• (d) protect the security of your Account, the Platform or other Users; or
• (e) address a technical, operational or Blockchain Network issue.

Where we are required to delay or restrict a transfer for legal, regulatory, security or compliance reasons, we may be unable to provide you with details of the specific basis for the action where disclosure is prohibited or would compromise our controls or an investigation.

11.8 Third-Party Wallets and Recipients

Once a Digital Asset has been successfully transferred to an external wallet address, the recipient's wallet provider, exchange or other service provider may impose its own restrictions, processing requirements or fees.

We are not responsible for the actions, policies, systems or processing times of an external wallet provider or recipient, except to the extent that Applicable Law provides otherwise or the relevant matter results from our own act or omission for which we are legally responsible.

12.1 Wallet Addresses and Supported Assets

You may only deposit or withdraw Digital Assets using the wallet addresses, Digital Assets and Blockchain Networks provided or supported by our Platform.

The availability of a wallet address or Digital Asset through the Platform does not mean that the asset is supported across all Blockchain Networks.

You are responsible for following the applicable deposit and withdrawal instructions. The provisions of Section 11 (Digital Asset Transfers) apply to Digital Asset transfers into and out of the wallet Services.

You shall not attempt to carry out a Digital Currency wallet transaction that is not supported by our Platform and you hereby accept and agree that you will have no access, entitlement or claim to any digital currency sent to a wallet address associated with your Account with us where that digital currency is not a Supported Digital Asset or where the receipant address is associated with another digital currency.

Fiat currency deposited into your Zabira wallet is solely for the purchase of Supported Digital Assets and/or withdrawal to an approved bank account. You may be allowed to buy specific goods or services such as subscriptions and bill payments through third-party services available on our Platform, subject to these Terms within enabled jurisdictions.

We do not pay interest on Fiat Currencies are Digital Assets balances you have in your wallet.

We process Wallet transaction Services according to you instructions. You are hereby agree and accept that we do not guarantee the identity

In the event that you become aware, believe, know, suspect, or should reasonably believe, know or suspect that any Digital Asset or Fiat Currency has been credited to your Wallet (or to any bank account) in error (including fraud engineered deposits), you must immediately notify us of the error by submitting a ticket through our support channels.

You hereby agree and accept that you have no claim or entitlement to any Digital Asset or Fiat Currency received in error, and must immediately return such funds in accordance with the instructions we shall provide you. We reserve the rights to recover such funds and may pursue civil and/or criminal action against you if the funds are not returned voluntarily. You further accept and agree to indemnify us for the funds sent to you in error and all expenses made in recovering the funds from you where you failed to return the funds voluntarily.

12.2 Third-Party Custodians and Service Providers

We may engage third-party custodians, wallet infrastructure providers, technology providers, liquidity providers or other service providers in connection with the custody or administration of Digital Assets.

Where third-party custody or infrastructure is used, the relevant Digital Assets or custody arrangement may be subject to additional operational, technological, legal, counterparty and insolvency risks.

The applicable third-party arrangement may also impose additional terms, conditions, restrictions or processing requirements.

We will remain responsible for our obligations to you to the extent required by Applicable Law and the applicable contractual arrangement. However, we are not responsible for a third party's acts or omissions that are outside our reasonable control.

12.3 Airdrops and Distributions

We are not required to and we do not participate in, claim, receive, distribute or credit airdrops, staking distributions, token distributions or other Digital Assets that may arise in connection with a Digital Asset held through the Platform.

Where we receive or become entitled to receive an airdrop or other distribution in connection with Digital Assets in your Wallet, the treatment of that distribution will be determined in accordance with the operational and technical circumstances of the relevant distribution.

You should not assume that you will receive any airdrop, forked asset or other distribution merely because you hold the underlying Digital Asset through the Platform.

12.4 Customer Acknowledgement

You acknowledge that Blockchain Events may occur without notice and that the resulting technical, legal, regulatory and market consequences may not be capable of being determined in advance.

You should therefore consider the potential consequences of Blockchain Events before depositing or holding Digital Assets through the Platform.

13.1 OTC Services

Where made available to you, our OTC Desk may facilitate the purchase, sale, exchange or other transaction involving Digital Assets or Fiat Currency on terms agreed between you and the Company.

OTC Transactions may be subject to additional OTC Terms, transaction-specific terms, trade confirmations, settlement instructions or other documentation provided to you in connection with the relevant Transaction. Those terms will apply in addition to these Terms and will govern the specific OTC Transaction to the extent applicable.

13.2 OTC Quotes

An OTC quote provided to you may be either:

• (a) indicative, in which case it is provided for discussion or information purposes only and does not constitute an offer capable of acceptance; or
• (b) firm, in which case it will remain available for acceptance for the period specified in the quote or otherwise communicated to you.

A quote may be subject to conditions, including minimum or maximum transaction amounts, available liquidity, settlement requirements, verification status and other conditions communicated to you.

An indicative quote does not create an obligation on the Company to execute the proposed Transaction at the quoted price.

13.3 Acceptance and Trade Confirmation

An OTC Transaction becomes binding when it has been accepted in accordance with the applicable OTC procedure and the relevant trade has been confirmed by the Company or otherwise recorded as executed through the agreed communication or trading channel.

The applicable OTC Terms or trade confirmation may specify the Digital Asset, quantity, price, currency, Fees, settlement date, settlement instructions and other material terms of the Transaction.

Once an OTC Transaction has been accepted and confirmed, you may not cancel or amend it except where expressly permitted by the applicable OTC Terms or agreed by the Company.

13.4 Settlement Obligations

Each party to an OTC Transaction must provide the Digital Assets, Fiat Currency, payment or other consideration required for settlement within the timeframe and in accordance with the settlement instructions specified in the applicable trade confirmation or OTC Terms.

You are responsible for ensuring that:

• (a) the settlement information provided by you is accurate and complete;
• (b) the relevant Digital Assets or funds are available when required;
• (c) Digital Assets are transferred through the Blockchain Network and to the wallet address specified for settlement;
• (d) any required payment, transfer or settlement instructions are properly authorised; and
• (e) you comply with any pre-funding, collateral, verification or other settlement requirements applicable to the Transaction.

Settlement may be delayed by banking processes, Blockchain Network conditions, compliance reviews, security controls, third-party service providers or other circumstances affecting the relevant settlement channel.

13.5 Enhanced Due Diligence and Transaction Monitoring

OTC Transactions may be subject to enhanced due diligence and transaction monitoring appropriate to the size, nature and risk of the Transaction.

This may include enhanced:

• (a) KYC or KYB checks;
• (b) verification of beneficial ownership and authorised representatives;
• (c) source-of-funds and source-of-wealth checks;
• (d) sanctions and restricted-party screening;
• (e) blockchain and wallet analytics;
• (f) transaction monitoring and risk assessment; and
• (g) other compliance checks required by Applicable Law or our internal risk-management procedures.

We may decline, delay, suspend or place conditions on an OTC Transaction where we are required or permitted to do so under Applicable Law or where we reasonably consider it necessary to manage legal, regulatory, financial crime, fraud, security or other material risk.

13.6 Settlement Failure and Counterparty Default

If you fail to provide the required funds, Digital Assets or other consideration within the applicable settlement period, or otherwise fail to comply with your settlement obligations, the Company may exercise the rights and remedies available under the applicable OTC Terms and trade confirmation, subject to Applicable Law.

Depending on the circumstances, those rights may include:

• (a) delaying or suspending settlement;
• (b) cancelling or terminating the relevant Transaction;
• (c) applying or retaining amounts already delivered, where permitted;
• (d) recovering reasonable costs, losses or expenses arising from the failure;
• (e) applying any agreed close-out, netting or other contractual mechanism; and
• (f) taking any other action expressly permitted under the applicable OTC Terms or relevant Law.

Where another counterparty or third party fails to perform its obligations in connection with an OTC Transaction, our rights and obligations will be determined by the applicable contractual arrangements, including any OTC Terms or transaction-specific agreement.

13.7 OTC Transaction Records

We may maintain records of communications, quotes, confirmations, instructions, settlement information and other records relating to OTC Transactions in accordance with our legal, regulatory and operational requirements.

Subject to Applicable Law, our records may be used as evidence of the terms of an OTC Transaction and the instructions given in connection with it.

13.8 No Obligation to Quote or Execute

The availability of the OTC Desk does not require us to provide a quote, accept an instruction or execute an OTC Transaction.

We may decline to quote or execute a proposed OTC Transaction where, among other things, sufficient liquidity is unavailable, applicable limits have been reached, required due diligence has not been completed, market conditions have materially changed, or proceeding would be inconsistent with Applicable Law, our regulatory obligations or our risk-management requirements.

14.1 Payment Link Services

Where made available, the Payment Link Service enables eligible Users to generate and share payment requests through a link or other payment interface made available by the Company.

A Payment Link may allow a payer to make payment using supported Fiat Currency, Digital Assets or other payment methods made available for the relevant Service.

The payment methods, currencies, Digital Assets and settlement options available through a Payment Link may vary depending on the User, transaction, jurisdiction, payment method and other applicable requirements.

14.2 Payment Processing and Confirmation

The creation or sharing of a Payment Link does not constitute confirmation that payment has been made or received.

A payment will only be treated as successfully received or settled when the applicable payment process has been completed and the relevant confirmation has been generated through the Platform or otherwise communicated by us.

Depending on the payment method used, a payment may remain pending while we await:

• (a) confirmation from a payment processor, bank or other third-party provider;
• (b) sufficient Blockchain Network confirmations;
• (c) completion of applicable fraud, sanctions, AML/CFT/CPF or other compliance checks; or
• (d) any other verification required for the relevant payment.

You should not treat a payment as final merely because a payer has initiated a transaction or presented evidence that a payment has been attempted.

14.3 Pricing and Exchange Rates

Where a Payment Link involves the conversion or exchange of Digital Assets or Fiat Currency, the applicable exchange rate or conversion price may change before the payment is completed or settled.

Where applicable and practicable, the Platform will display the relevant price, exchange rate, Fees and other material payment information before the payer confirms the payment.

14.4 Payment Link Expiry and Cancellation

Payment Links may be issued with an expiry date, time or other validity period.

We may cancel, disable or suspend a Payment Link where it has expired, has been used, is no longer supported, or where we reasonably consider this necessary for legal, regulatory, security, fraud prevention or operational reasons.

An expired or disabled Payment Link will not constitute a valid payment instruction unless otherwise expressly confirmed by us.

14.5 Merchant Responsibilities

If you use the Payment Link Service as a merchant or other recipient of payments, you remain responsible for the goods, services or other consideration that you offer or agree to provide to your customers.

You are responsible for:

• (a) accurately describing the goods or services offered;
• (b) setting and communicating your commercial terms, including applicable refund and cancellation policies;
• (c) fulfilling your obligations to your customers;
• (d) resolving disputes relating to the underlying goods or services; and
• (e) complying with Applicable Law applicable to your business and transactions.

The Company does not become a party to, or assume responsibility for, the underlying contract between you and your customer merely because a Payment Link is generated, used or processed through the Platform.

14.6 Refunds and Disputed Payments

The treatment of refunds, chargebacks, payment reversals, disputed payments and other payment adjustments will depend on the payment method and the applicable Service.

Where applicable, such matters will be governed by the Payment Link Terms and any additional terms applicable to the relevant payment method.

We may place amounts on hold, reverse or adjust a payment, or otherwise take appropriate action where required by Applicable Law, a payment provider, card scheme, banking partner or other applicable payment infrastructure, or where reasonably necessary to address fraud, error or unauthorised activity.

14.7 Compliance and Payment Controls

Payments made through Payment Links may be subject to identity verification, transaction monitoring, sanctions screening, fraud prevention, AML/CFT/CPF checks and other compliance controls.

We may delay, reject, suspend or restrict a payment where required or permitted by Applicable Law or where reasonably necessary to protect the Platform, Users or payment infrastructure.

15.1 API Access

Where approved by us, you may access designated application programming interfaces ("APIs") made available by the Company to enable your systems or applications to interact with specified Platform functionality.

API access is subject to these Terms, the applicable API Developer Terms, our technical documentation and any other requirements communicated to you in connection with the API.

We may require you to satisfy additional onboarding, technical, security, compliance or risk-management requirements before granting or maintaining API access.

15.2 API Permissions and Controls

API access may be subject to permissions and technical controls appropriate to the functionality being accessed.

These may include:

• (a) authentication and identity verification requirements;
• (b) permissions or access scopes;
• (c) transaction and withdrawal limits;
• (d) rate limits and usage thresholds;
• (e) IP restrictions or other access controls;
• (f) transaction signing or additional authentication requirements;
• (g) monitoring and security controls; and
• (h) other technical or operational requirements specified in the API documentation or API Developer Terms.

You must use the API only within the permissions and limits assigned to you and only for the purposes for which your access has been approved.

15.3 API Credentials

API Credentials are confidential security information and must be protected against unauthorised access, disclosure, alteration or use.

You must not:

• (a) disclose API Credentials to any unauthorised person;
• (b) publish or expose API Credentials in publicly accessible repositories, applications, websites, source code or other environments;
• (c) store API Credentials in an insecure manner;
• (d) use another User's or developer's API Credentials;
• (e) attempt to obtain, use or access credentials that have not been issued to you;
• (f) circumvent, disable or interfere with API permissions, authentication mechanisms, rate limits or other security controls; or
• (g) use the API in a manner that could reasonably compromise the security, integrity, availability or performance of the Platform.

You must promptly revoke, rotate or otherwise disable compromised API Credentials and notify us if you become aware of or reasonably suspect unauthorised API access.

15.4 Your Systems and Applications

You are responsible for the systems, software, applications, infrastructure and networks that you use to connect to or interact with the API.

You are responsible for ensuring that your systems:

• (a) are appropriately secured and maintained;
• (b) comply with the technical requirements and documentation applicable to the API;
• (c) process API responses and transaction statuses accurately;
• (d) maintain appropriate authentication and access controls;
• (e) do not submit duplicate, erroneous or unauthorised instructions; and
• (f) comply with Applicable Law and these Terms.

The Company is not responsible for errors, vulnerabilities, outages or losses arising from your systems, applications, infrastructure or integrations, except to the extent caused by circumstances for which the Company is legally responsible.

15.5 API Monitoring and Restrictions

We may monitor API usage for security, operational, compliance and performance purposes.

We may temporarily or permanently restrict, suspend or revoke API access where we reasonably consider it necessary to:

• (a) protect the Platform or other Users;
• (b) address suspected fraud, abuse or unauthorised activity;
• (c) respond to a security incident;
• (d) manage excessive or abnormal API usage;
• (e) enforce applicable rate limits or permissions;
• (f) comply with Applicable Law or a direction of a competent authority; or
• (g) address a material breach of these Terms or the API Developer Terms.

Where reasonably practicable and where doing so would not compromise security or our legal or regulatory obligations, we will provide notice of a material restriction or suspension.

15.6 API Changes and Deprecation

The API and its functionality may change as the Platform develops.

We may modify, update, deprecate, suspend or discontinue an API, endpoint, feature or functionality for technical, operational, security, commercial, legal or regulatory reasons.

Where reasonably practicable, we will provide advance notice of material changes or planned deprecation that are likely to require a material change to your integration.

We do not guarantee that any particular API, endpoint or functionality will remain available indefinitely.

15.7 No Implied Rights

Your access to an API does not grant you any ownership interest in the API, Platform or underlying technology.

Except for the limited access expressly granted under these Terms and the API Developer Terms, no licence or other right is granted to you in relation to our software, technology, intellectual property or proprietary systems.

16.1 Compliance Framework

We maintain policies, procedures, systems and controls designed to comply with Applicable Law and our legal and regulatory obligations relating to anti-money laundering, counter-terrorist financing, counter-proliferation financing, sanctions, fraud prevention and other financial crime risks.

Our compliance framework may include measures such as:

• (a) customer and business identification and verification;
• (b) customer risk assessment and classification;
• (c) enhanced due diligence for higher-risk relationships or Transactions;
• (d) ongoing transaction and account monitoring;
• (e) blockchain and wallet analytics;
• (f) sanctions and restricted-party screening;
• (g) fraud and financial crime detection;
• (h) source-of-funds and source-of-wealth verification;
• (i) review of unusual or suspicious activity;
• (j) ongoing customer and beneficial ownership reviews; and
• (k) reporting, record-keeping and other measures required by Applicable Law or a competent authority.

The nature and extent of the controls applied to you may vary depending on the nature of your Account, Transactions, Services used, risk profile, jurisdiction and other relevant circumstances.

16.2 Transaction Monitoring and Information Requests

We may monitor Transactions and other activity on the Platform for legal, regulatory, compliance, fraud prevention, security and risk-management purposes.

We may request additional information or documentation from you where reasonably necessary to conduct due diligence, understand the nature or purpose of a Transaction, establish the source or destination of funds or Digital Assets, verify beneficial ownership, assess risk or comply with a legal or regulatory obligation.

You agree to provide information and supporting documentation that we reasonably request for these purposes.

16.3 Sanctions and Restricted Parties

We may screen Users, counterparties, wallet addresses, Transactions and other relevant information against applicable sanctions lists, restricted-party lists and other sources used for sanctions and financial crime compliance.

We may decline, block, delay, restrict or otherwise prevent a Transaction or Service where we reasonably determine that doing so is necessary to comply with Applicable Law, a sanctions requirement or a direction or request from a competent authority.

You must not use the Platform or Services to circumvent or evade applicable sanctions or other financial crime controls.

16.4 Delays, Rejections and Regulatory Reporting

Our legal and regulatory obligations may require us to delay, reject, block, restrict or suspend a Transaction or Account, or take other measures in relation to your use of the Services.

We may also be required to make disclosures or reports to a competent authority, law enforcement agency, regulatory body, financial intelligence or other government authority.

We are not required to disclose to you the existence, nature, content or status of any report, referral, investigation, review or compliance measure where disclosure is prohibited by Applicable Law, would prejudice an investigation, or could compromise our legal or regulatory obligations or security controls.

16.5 Compliance with Lawful Requests

We may comply with any lawful request, order, direction, notice or other requirement issued by a competent court, regulatory authority, law enforcement agency, financial intelligence authority or other governmental authority.

Where permitted by Applicable Law, we may notify you of such action. We will not be required to provide notice where doing so is prohibited, impracticable or reasonably likely to compromise the relevant legal, regulatory, security or investigative process.

17.1 When We May Restrict an Account or Transaction

We may place a Transaction, Account, wallet, Digital Asset or other Platform functionality on hold, restrict access to it, or take other protective measures where we reasonably consider this necessary or are required to do so by Applicable Law.

Circumstances may include:

• (a) an ongoing KYC, KYB or enhanced due diligence review;
• (b) concerns regarding fraud, unauthorised activity or financial crime;
• (c) sanctions or restricted-party screening;
• (d) concerns regarding the source, destination or legitimacy of funds or Digital Assets;
• (e) cybersecurity or account-compromise concerns;
• (f) a requirement, direction or order from a competent authority;
• (g) a court order or lawful law-enforcement request;
• (h) a regulatory or compliance requirement;
• (i) an issue affecting a Blockchain Network, Digital Asset or transaction infrastructure;
• (j) a technical or operational issue affecting the security or integrity of the Platform; or
• (k) any other circumstance where restricting the relevant Account or Transaction is reasonably necessary to protect you, other Users, the Company or the Platform.

17.2 Effect of a Hold or Restriction

While a hold or restriction is in place, we may, to the extent permitted or required by Applicable Law:

• (a) delay or prevent the processing of a Transaction;
• (b) restrict deposits or withdrawals;
• (c) restrict access to particular Digital Assets or Services;
• (d) require additional information, documentation or verification;
• (e) impose additional transaction or withdrawal controls; or
• (f) take other measures reasonably necessary to address the relevant legal, regulatory, security or operational concern.

A hold or restriction may affect your ability to access, transfer, withdraw or otherwise deal with Digital Assets or funds associated with your Account.

17.3 Duration of a Hold

A hold or restriction will remain in place for as long as we reasonably consider necessary to complete the relevant review, address the underlying risk, comply with Applicable Law or comply with a direction or order of a competent authority.

The duration of a hold may therefore depend on circumstances outside our control, including the response time of a bank, payment provider, Blockchain Network, custodian, regulator, law-enforcement authority or other relevant third party.

We will take reasonable steps to review restrictions and, where appropriate and legally permissible, remove or vary them once the basis for the restriction no longer applies.

17.4 No Admission of Wrongdoing

The imposition of a hold, restriction, review or other compliance measure does not, by itself, mean that we have concluded that you have committed an offence, breached these Terms or engaged in financial crime.

Such measures may be precautionary and may be implemented to satisfy our legal and regulatory obligations or to protect the Company, our Users and the Platform while relevant facts are being established.

17.5 Confidentiality of Compliance Measures

We may be unable to provide you with detailed information concerning the reasons for a hold, restriction, investigation or other compliance measure.

Nothing in these Terms requires us to disclose information where doing so would breach Applicable Law, compromise a regulatory or law-enforcement process, reveal confidential information relating to another person, or undermine our financial crime, fraud or security controls.

18.1 Supported Assets

The Digital Assets and Blockchain Networks available through the Platform may change from time to time.

We may add, remove, suspend, restrict or otherwise modify the availability of any Digital Asset or Blockchain Network, including where this is necessary or appropriate for legal, regulatory, technical, security, operational, liquidity or risk-management reasons.

The fact that a Digital Asset or Blockchain Network is supported at one time does not mean that it will remain supported indefinitely.

18.2 Suspension or Removal of Support

We may suspend or discontinue support for a Digital Asset or Blockchain Network where, among other circumstances:

• (a) the asset or network presents a material security, fraud or technical risk;
• (b) the Blockchain Network becomes unstable, unreliable or subject to a material disruption;
• (c) sufficient liquidity or market support is no longer reasonably available;
• (d) the regulatory or legal treatment of the asset or network changes;
• (e) continued support would or may reasonably result in a breach of Applicable Law or a regulatory requirement;
• (f) the issuer, protocol or network undertakes or proposes a token migration, redenomination, upgrade or other material change;
• (g) there is evidence or a reasonable suspicion of market manipulation, fraud, exploitation or other improper activity involving the asset or network;
• (h) the relevant issuer, network, custodian, liquidity provider or other critical infrastructure provider ceases or materially changes its support;
• (i) the asset or network is subject to a legal restriction, enforcement action, sanctions concern or other regulatory intervention; or
• (j) continued support is otherwise technically, operationally, commercially or legally impracticable.

18.3 Immediate Suspension

Where we reasonably consider that an immediate suspension or restriction is necessary to protect Users, Digital Assets, the Platform or our legal or regulatory position, we may suspend support without prior notice.

This may include circumstances involving a security vulnerability, exploit, suspected fraud or manipulation, Blockchain Network failure, regulatory direction or other urgent risk.

Further application of immediate suspension and suspension in general under these Terms is outlined in clause 27 below.

18.4 Delisting and Notice

Where we decide to permanently discontinue support for a Digital Asset or Blockchain Network and advance notice is reasonably practicable and legally permissible, we will take reasonable steps to notify affected Users of the intended change.

The notice may specify a deadline by which you must take any action available to you in relation to the affected Digital Asset, including selling, swapping or withdrawing the Digital Asset.

We are not required to provide advance notice where doing so would be prohibited by Applicable Law, inconsistent with a direction of a competent authority, or reasonably likely to compromise security, fraud prevention or an investigation.

18.5 Effect of Delisting

Following suspension or delisting, certain functionality relating to the affected Digital Asset or Blockchain Network may no longer be available, including purchases, sales, swaps, deposits or withdrawals.

Where reasonably practicable and legally permissible, we may provide an alternative method or period for Users to withdraw or otherwise deal with affected Digital Assets.

You acknowledge that technical, regulatory or market conditions may prevent us from providing such alternatives or may limit the time available to do so.

The treatment of Digital Assets held in custody following a delisting will also be subject to the applicable Custody and Wallet Terms.

19.1 Prohibited Market Conduct

You must not use the Platform or any Service in a manner that is intended, or reasonably likely, to manipulate, distort or improperly interfere with the operation, integrity or orderly functioning of the Platform or any Digital Asset market or Transaction facilitated through it.

You must not engage in conduct that is unlawful or that is intended to create a false or misleading appearance of trading activity, demand, supply, price or liquidity.

Depending on the circumstances, prohibited conduct may include:

• (a) wash trading or entering into transactions that create the appearance of genuine trading activity without a legitimate economic purpose;
• (b) spoofing, layering or submitting orders with the intention of cancelling them to create a false impression of market interest;
• (c) placing false, misleading or deceptive orders or transaction instructions;
• (d) coordinated or collusive activity intended to manipulate prices, liquidity, trading activity or market conditions;
• (e) fraudulent trading or the use of deceptive practices in connection with a Transaction;
• (f) exploiting technical errors, vulnerabilities, pricing errors or other unintended features of the Platform for an improper purpose;
• (g) manipulating or attempting to manipulate Digital Asset prices, liquidity, volumes or other market indicators through the Platform;
• (h) using multiple Accounts, persons, wallets, applications or other arrangements to circumvent transaction controls or create a misleading appearance of activity; or
• (i) any other conduct that constitutes market abuse, market manipulation or other prohibited conduct under Applicable Law.

19.2 Monitoring and Investigation

We may monitor activity on the Platform for the purpose of maintaining market integrity, detecting fraud and investigating suspected market abuse or other prohibited conduct.

Where we identify activity that we reasonably believe may involve market manipulation, fraud, abuse of Platform functionality or other improper conduct, we may investigate the relevant activity and take such measures as we reasonably consider appropriate and are permitted or required to take under Applicable Law.

This may include:

• (a) requesting additional information or explanations;
• (b) delaying, rejecting or cancelling a Transaction where permitted;
• (c) restricting or suspending access to particular Services or Platform functionality;
• (d) placing an Account or Transaction under review;
• (e) preserving relevant records or information;
• (f) taking steps to protect other Users or the integrity of the Platform; and
• (g) making reports or disclosures to a competent authority where required or permitted by Applicable Law.

19.3 No Circumvention

You must not attempt to circumvent transaction limits, monitoring systems, risk controls, order controls or other measures implemented to protect the integrity and security of the Platform.

The use of automated systems, APIs or other technology does not exempt you from compliance with these requirements.

19.4 Regulatory and Legal Obligations

Nothing in this Section limits our obligation to comply with Applicable Law or the requirements of any competent authority.

We may take action in relation to suspected market abuse even where the conduct does not result in an actual loss to the Company or another User, provided that such action is otherwise permitted by Applicable Law.

20.1 Use of Third-Party Providers

The Platform and Services may rely on third-party providers and infrastructure, including:

• (a) banks and other financial institutions;
• (b) payment processors and payment service providers;
• (c) custodians and wallet infrastructure providers;
• (d) liquidity providers and trading counterparties;
• (e) Blockchain Networks and node or infrastructure providers;
• (f) KYC, identity verification and compliance providers;
• (g) blockchain analytics and transaction-monitoring providers;
• (h) cloud, hosting and data infrastructure providers;
• (i) telecommunications and connectivity providers; and
• (j) other technology, security and operational service providers.

The third parties used in connection with a particular Service may vary from time to time.

20.2 Third-Party Terms

Certain third-party services may be subject to separate terms, conditions, policies, fees, processing requirements or limitations imposed by the relevant provider.

Where those terms apply to your use of a particular Service, you may be required to accept or comply with them before the relevant Service is made available to you.

Nothing in these Terms imply or shall be taken to imply that Third-Party Terms are to be made available to you through our Platform before they apply.

20.3 Third-Party Dependencies

The performance and availability of a Service may depend on the continued availability and proper functioning of third-party systems and infrastructure.

A failure, delay, interruption, suspension, change in service or other event affecting a third-party provider may affect our ability to provide the relevant Service.

We may suspend, restrict or modify a Service where a third-party dependency is unavailable or where doing so is reasonably necessary to protect the security, integrity or continuity of the Platform.

20.4 Third-Party Responsibility

We are not responsible for the independent acts or omissions of a third-party provider to the extent that such acts or omissions are outside our reasonable control and the resulting liability may lawfully be excluded or limited.

This does not:

• (a) exclude liability arising from our own acts or omissions where such liability cannot lawfully be excluded or limited;
• (b) prevent you from exercising any rights or remedies you may have directly against the relevant third-party provider; or
• (c) limit any obligation expressly assumed by us under these Terms or the applicable Service-Specific Terms.

20.5 Third-Party Availability

We do not guarantee the continuous availability, functionality or performance of any third-party service or infrastructure.

Third-party providers may independently change, suspend, restrict or discontinue their services, and such changes may affect the availability or functionality of the Platform.

Where reasonably practicable, we may take reasonable steps to identify alternative arrangements or restore affected functionality, but we do not guarantee that an alternative provider or equivalent service will be available.

20.6 Third-Party Information

Where information, prices, blockchain data, payment status or other information displayed through the Platform is obtained from a third party, that information may be subject to delays, inaccuracies, outages or other limitations originating from the relevant provider.

We may rely on information supplied by third-party providers where we reasonably consider it appropriate for the operation of the relevant Service.

21.1 Maintenance and Planned Interruptions

We may temporarily suspend, restrict or otherwise limit access to the Platform or any Service where reasonably necessary to carry out:

• (a) scheduled maintenance;
• (b) system upgrades, improvements or changes;
• (c) security updates or remediation;
• (d) infrastructure or technology changes;
• (e) testing, deployment or integration activities; or
• (f) other planned operational work.

Where reasonably practicable, we will provide advance notice of planned maintenance that is expected to materially affect access to a Service.

21.2 Emergency Suspension

We may suspend or restrict access to the Platform or any Service without prior notice where we reasonably consider this necessary to:

• (a) respond to a security incident or cyberattack;
• (b) prevent fraud or unauthorised activity;
• (c) protect Digital Assets, Customer Funds, Accounts or other Platform resources;
• (d) address a material technical or operational failure;
• (e) comply with Applicable Law or a requirement or direction of a competent authority;
• (f) respond to a material disruption affecting a Blockchain Network, bank, payment provider, custodian, liquidity provider or other critical infrastructure provider; or
• (g) address any other circumstance presenting a material risk to the security, integrity or lawful operation of the Platform.

Where the circumstances permit, we will provide notice and relevant information regarding the interruption after the immediate risk has been addressed.

21.3 External Service Disruptions

The availability of certain Services may depend on external infrastructure, including banking systems, payment networks, Blockchain Networks, telecommunications networks, cloud infrastructure, custodians, liquidity providers and other third-party systems.

A disruption, failure, congestion, suspension or degradation affecting such infrastructure may result in delays, failed Transactions, temporary unavailability or restrictions on the affected Service.

Where reasonably practicable, we will take reasonable steps to mitigate the impact of such disruptions and restore affected Services.

21.4 Restoration of Services

We will use reasonable efforts to restore suspended or interrupted Services as soon as reasonably practicable, having regard to the nature and cause of the interruption, security considerations, technical requirements and any applicable legal or regulatory requirements.

We do not guarantee a particular restoration timeframe.

Where a Service is restored following an interruption, Transactions that were pending at the time of the interruption may not necessarily be completed automatically. You may be required to resubmit an instruction or take other action where reasonably necessary.

21.5 Responsibility for Transactions During an Interruption

You acknowledge that a Service interruption may affect the timing, execution, settlement or availability of a Transaction.

Where a Transaction is interrupted, delayed or remains pending, you should check its status through the Platform before submitting a duplicate instruction.

We will not be responsible for losses arising solely from your submission of duplicate or conflicting instructions following an interruption, except to the extent that such loss results from our own act or omission for which we are legally responsible.

21.6 Notice and Status Information

Where reasonably practicable, we may provide information concerning material service interruptions through the Platform, status notifications, email or other appropriate communication channels.

The absence of a notification does not mean that a Service is available or that a Transaction has been successfully completed. You may reach out to our support channel to enquire about the status of a transaction before trying again.

22.1 Ownership of the Platform

The Platform, together with the software, technology, interfaces, systems, databases, designs, graphics, documentation, trademarks, logos, trade names, content and other materials made available by or on behalf of the Company, are owned by the Company or its licensors and are protected by applicable intellectual property and other laws.

All intellectual property rights in and to the Platform and the Company's proprietary technology remain vested in the Company or the relevant third-party owner.

Nothing in these Terms transfers ownership of any intellectual property to you.

22.2 Limited Right to Use the Platform

Subject to your compliance with these Terms, we grant you a limited, revocable, non-exclusive, non-transferable and non-sublicensable right to access and use the Platform and its content solely for the purposes for which the relevant Services are made available to you.

This right does not permit you to use the Platform or any part of it for any purpose that is unlawful, unauthorised or inconsistent with these Terms.

22.3 Restrictions

Except to the extent expressly permitted by these Terms, or the relevant rights holder, you must not:

• (a) copy, reproduce, republish or distribute the Platform or any substantial part of it;
• (b) modify, adapt, translate or create derivative works from the Platform or its proprietary technology;
• (c) reverse engineer, decompile, disassemble or otherwise attempt to derive the source code or underlying structure of the Platform, except to the extent that such restriction is prohibited by Applicable Law;
• (d) remove, obscure or alter any copyright, trademark, proprietary or other legal notices;
• (e) use our trademarks, logos, branding or other proprietary materials without our prior written consent;
• (f) commercially exploit, resell, sublicense or otherwise make the Platform available to a third party except as expressly permitted through an authorised Service;
• (g) access or use the Platform or its underlying technology to develop or operate a competing service, except where expressly permitted by us in writing; or
• (h) circumvent any technical, security or access controls implemented in connection with the Platform.

22.4 Third-Party Materials

The Platform may incorporate or provide access to software, data, technology, content or other materials owned or licensed by third parties.

Such materials remain subject to the rights of the relevant third parties and may be subject to additional licence terms or restrictions.

Nothing in these Terms grants you rights in third-party intellectual property beyond those expressly granted by the relevant rights holder or otherwise permitted by Applicable Law.

23.1 User Content

Where a Service permits you to submit, upload, transmit or otherwise provide content, data, documents, information or other materials to the Platform ("User Content"), you retain ownership of your User Content, subject to any rights expressly granted to us under these Terms or the applicable Service-Specific Terms.

You are responsible for ensuring that you have all rights, permissions and lawful authority necessary to provide the User Content to us and to permit us to use it as contemplated by these Terms.

23.2 Your Representations

By submitting User Content, you represent and warrant that, to the best of your knowledge:

• (a) you have the necessary rights, permissions and authority to provide the User Content;
• (b) our permitted use of the User Content will not infringe or unlawfully interfere with the intellectual property, privacy, confidentiality or other rights of any third party;
• (c) the User Content does not contain material that you are prohibited from providing to us under Applicable Law or a contractual obligation; and
• (d) the User Content is not knowingly false, fraudulent or misleading where its accuracy is material to the relevant Service.

23.3 Licence to Use User Content

You grant us a non-exclusive, worldwide, royalty-free licence to host, store, reproduce, process, transmit, display and otherwise use your User Content to the extent reasonably necessary to:

• (a) provide, operate and administer the Services;
• (b) process and execute Transactions;
• (c) maintain and secure your Account;
• (d) detect and prevent fraud, financial crime, security incidents and other prohibited activity;
• (e) comply with Applicable Law and our legal or regulatory obligations;
• (f) maintain records and evidence required for legal, regulatory, audit or dispute-resolution purposes; and
• (g) maintain, improve and develop the Platform and Services, subject to our Privacy Policy and Applicable Law.

The licence granted under this Section will continue for as long as reasonably necessary for the purposes described above, including where retention is required by Applicable Law or legitimate regulatory, security, audit or dispute-resolution requirements.

23.4 Personal Data

Where User Content contains personal data, our collection, use, storage and other processing of that personal data will be governed by our Privacy Policy and Applicable Law.

Nothing in this Section grants us rights to use personal data for purposes that are inconsistent with the Privacy Policy or Applicable Law.

23.5 Removal of User Content

We may remove, restrict access to or decline to process User Content where we reasonably consider that:

• (a) it violates these Terms or the Acceptable Use Policy;
• (b) it may infringe a third party's rights;
• (c) it is unlawful or subject to a legal restriction;
• (d) its removal is required by a competent authority; or
• (e) its removal is reasonably necessary to protect the Platform, our Users or our systems.

Where appropriate, relevant and legally permissible, we may notify you of such action.

23.6 Feedback

If you voluntarily provide suggestions, ideas, recommendations, proposed improvements or other feedback concerning the Platform or Services ("Feedback"), you acknowledge that we may use, reproduce, modify, incorporate and otherwise exploit that Feedback without restriction and without payment or attribution to you.

You grant us a perpetual, irrevocable, worldwide, royalty-free and transferable right to use Feedback for any lawful business purpose, subject to Applicable Law.

This Section does not transfer ownership of any independent intellectual property that you provide to us as part of your Feedback, except to the extent expressly agreed otherwise.

25.1 Electronic Communications

By using the Platform and Services, you consent to receive communications from us electronically through the Platform, email, SMS, push notification or other electronic channels associated with your Account.

Electronic communications may include:

• (a) Transaction confirmations and receipts;
• (b) Account activity and balance notifications;
• (c) security alerts and authentication notifications;
• (d) requests for information or documentation;
• (e) KYC, KYB and compliance communications;
• (f) notices concerning changes to the Platform or Services;
• (g) maintenance and service notifications;
• (h) marketing communications of new features, product updates, promotionals, etc;
• (i) updates to these Terms, policies or Service-Specific Terms; and
• (j) other notices or communications relating to your Account or use of the Services.

You must promptly update your contact information where it changes.

We will not be responsible for your failure to receive a communication where the communication was sent to the contact details or electronic channel last provided by you.

26.1 Raising a Complaint

If you are dissatisfied with any aspect of the Platform or Services, including a Transaction, Account activity, customer service experience, Fee or other matter relating to your relationship with us, you should first raise the matter through our designated complaints channel at: [email protected]

You should provide sufficient information and supporting documentation to enable us to understand and investigate the complaint, including, where relevant, your Account details, Transaction reference and the nature of the issue.

26.2 Complaints Handling

We will receive, record, assess and investigate complaints in accordance with our Complaints Handling Policy.

We may request additional information or documentation where reasonably necessary to investigate and resolve a complaint.

We will seek to provide you with an appropriate response within a reasonable timeframe as contained in our applicable complaints handling procedures.

27.1 Grounds for Suspension

We may suspend, restrict or limit your Account, access to the Platform or access to any Service where we reasonably consider that doing so is necessary or appropriate, including where:

• (a) you breach these Terms, the Acceptable Use Policy or applicable Service-Specific Terms;
• (b) information provided by you is materially inaccurate, incomplete, misleading or cannot be satisfactorily verified;
• (c) required KYC, KYB, beneficial ownership or other due diligence has not been completed or maintained;
• (d) we identify suspected fraud, unauthorised activity, money laundering, terrorist financing, proliferation financing or other financial crime risk;
• (e) a sanctions, restricted-party or jurisdictional concern arises;
• (f) we are required or directed to do so by Applicable Law or a competent authority;
• (g) continued access to the Account or Service presents a material legal, regulatory, security, fraud or operational risk;
• (h) you fail to pay Fees or other amounts properly due to us;
• (i) we reasonably suspect that the Account or Services are being used in breach of the Acceptable Use Policy, AML/CFT,CPF regulations and policies, or for an unlawful or prohibited purpose;
• (j) a third-party provider, Blockchain Network, banking partner, payment provider or other critical infrastructure provider imposes a restriction that materially affects the relevant Service; or
• (k) another lawful basis exists for restricting access to the Account or Service.

27.2 Immediate Suspension

Where we reasonably consider that immediate action is necessary to protect you, other Users, the Company, Digital Assets, Customer Funds or the Platform, or to comply with Applicable Law or a direction of a competent authority, we may suspend or restrict an Account or Service without prior notice.

This may include circumstances involving suspected fraud, account compromise, cyberattack, sanctions exposure, financial crime, material security vulnerabilities or other urgent risks.

27.3 Scope of Suspension

A suspension or restriction may apply to the whole Account or only to particular Services, Transactions, Digital Assets, wallets, payment methods, withdrawal functionality or other Platform functionality.

We may impose additional verification, security or compliance requirements before restoring access.

27.4 Notice

We may notify you of a suspension or material restriction and, where appropriate, provide information concerning the general nature of the restriction and any steps you may take to address it.

We may withhold information where disclosure would be prohibited by Applicable Law, compromise a regulatory or law-enforcement process, prejudice a fraud or security investigation, or otherwise undermine our legal, compliance or security obligations.

27.5 Duration and Review

A suspension or restriction will remain in place for as long as reasonably necessary to address the circumstances giving rise to it or for as long as required by Applicable Law or a competent authority.

Where appropriate, we will review the restriction and may restore access when the relevant circumstances have been satisfactorily resolved.

The lifting of a suspension is not guaranteed where the underlying legal, regulatory, security or risk concerns remain unresolved.

27.6 Effect on Transactions

While an Account or Service is suspended or restricted, Transactions may be delayed, rejected, cancelled or otherwise prevented to the extent permitted or required by Applicable Law.

Where appropriate, pending Transactions may be processed after the relevant restriction is lifted, but we do not guarantee that a pending Transaction will be completed or that the original price, exchange rate, liquidity or other Transaction conditions will remain available.

28.1 Closure by You

You may request closure of your Account at any time, subject to our applicable account-closure procedure and any outstanding legal, regulatory, compliance, security or operational requirements.

Before closing your Account, you may be required to:

• (a) complete any pending verification or compliance process;
• (b) settle outstanding Fees, charges or other amounts due to us;
• (c) complete or cancel pending Transactions, where possible;
• (d) withdraw or otherwise deal with Digital Assets or funds held in your Account, subject to Applicable Law and any applicable restrictions; and
• (e) provide any information reasonably required to complete the account-closure process.

We may decline or delay closure where doing so is reasonably necessary to comply with Applicable Law, a direction of a competent authority, a court order or an ongoing legal, regulatory, fraud, security or compliance requirement.

28.2 Termination by Us

We may suspend or terminate your Account, these Terms or your access to all or part of the Services where necessary or required.

We may do so where, among other circumstances:

• (a) you materially breach these Terms, the Acceptable Use Policy or applicable Service-Specific Terms;
• (b) you provide information that is materially inaccurate, misleading or fraudulent;
• (c) we are unable to satisfactorily complete or maintain required KYC, KYB or other due diligence;
• (d) we reasonably determine that continued provision of the Services presents an unacceptable legal, regulatory, financial crime, fraud, security or operational risk;
• (e) we are required or directed to do so by Applicable Law or a competent authority;
• (f) you use the Platform for an unlawful or prohibited purpose;
• (g) you fail to pay amounts properly due to us; or
• (h) another lawful basis exists for terminating the relevant relationship or Service.

28.3 Immediate Termination or Restriction

Where applicable, we may terminate or restrict access without prior notice, particularly where immediate action is reasonably necessary to protect the Company, other Users, Digital Assets, Customer Funds or the Platform, or to comply with Applicable Law or a direction of a competent authority.

Where notice is legally required, we will provide such notice in accordance with Applicable Law.

28.4 Effect of Termination

Termination of your Account or these Terms will not:

• (a) affect any rights, obligations or liabilities that accrued before termination;
• (b) extinguish Fees, charges or other amounts properly due to us;
• (c) reverse or invalidate Transactions that have already been completed;
• (d) prevent us from completing, cancelling or otherwise dealing with a pending Transaction where necessary or permitted under Applicable Law;
• (e) affect our obligation to retain records or information where required by Applicable Law or reasonably necessary for legitimate legal, regulatory, audit, security or dispute-resolution purposes; or
• (f) prevent either party from enforcing rights or remedies that arose before termination.

28.5 Assets and Funds Following Termination

Where applicable in line with the Applicable Law and Terms, you remain responsible for taking appropriate steps to withdraw or otherwise deal with Digital Assets and funds remaining in your Account following termination.

Where we are required or permitted to return or transfer assets or funds to you, the applicable withdrawal, verification, compliance and security requirements will continue to apply.

We may delay or restrict the release or transfer of assets or funds where necessary to comply with Applicable Law, a court order, a direction from a competent authority, sanctions requirements or an ongoing legal, regulatory, fraud, security or compliance process.

29.1 Dormancy

We may classify an Account as dormant where there has been no activity for a period determined in accordance with our applicable policies, having regard to Applicable Law and the nature of the Account.

For these purposes, activity may include logging into the Platform, initiating or completing a Transaction, making a deposit or withdrawal, or other activity that we reasonably recognise as indicating continued use of the Account.

29.2 Contacting You

Where reasonably practicable, we may attempt to contact you using the contact information associated with your Account before or after an Account is classified as dormant.

You are responsible for keeping your contact information current and for responding to reasonable requests concerning a dormant Account.

29.3 Restrictions on Dormant Accounts

We may restrict certain Account functionality while an Account remains dormant, including where reasonably necessary for security, fraud prevention, compliance, operational or regulatory reasons.

Before restoring access, we may require you to complete identity verification, update your information or satisfy other applicable security or compliance requirements.

29.4 Unclaimed Digital Assets and Funds

The treatment of Digital Assets, funds or other property remaining in a dormant or unclaimed Account will be subject to Applicable Law and, where applicable, the relevant Custody and Wallet Terms.

Dormancy or inactivity does not, by itself, constitute a transfer of ownership of customer Digital Assets or funds to the Company.

Where Applicable Law prescribes a process for the treatment, transfer, safeguarding or reporting of unclaimed assets or funds, we will comply with that process.

29.5 Recovery of Dormant Assets

Where permitted by Applicable Law, you may request access to or recovery of Digital Assets or funds associated with a dormant or unclaimed Account, subject to applicable identity verification, security, compliance and other legal requirements.

31.1 Correction of Errors

We may correct an obvious error, omission or processing mistake affecting your Account, including an incorrect credit of Digital Assets, Fiat Currency or other value, to the extent permitted by Applicable Law.

An incorrect credit does not, solely by reason of being reflected in your Account, create an entitlement to assets or funds that were not properly due to you.

31.2 Customer Notification

If you become aware, or reasonably suspect, that your Account has received an incorrect credit or that a Transaction has been processed incorrectly, you must notify us promptly and provide any information reasonably required to investigate the issue.

31.3 Prohibited Use of Incorrect Credits

You must not knowingly:

• (a) use or spend assets or funds incorrectly credited to your Account;
• (b) withdraw or transfer an incorrect credit;
• (c) sell, swap or otherwise dispose of an incorrectly credited Digital Asset; or
• (d) take any other action intended to benefit from an obvious error, processing mistake or fraudulent act or omission.

If you knowingly use or transfer an incorrect credit, you will be required to return the relevant assets or funds.

31.4 Recovery and Adjustment

Where reasonably necessary and legally permissible, we may make appropriate adjustments to your Account to correct an erroneous credit or other obvious processing error.

Where an adjustment cannot reasonably be made directly through the Platform, we may contact you to arrange the return or settlement of the relevant amount.

31.5 No Liability for Correction of Genuine Errors

We are not responsible for losses arising solely from the correction of an obvious error that did not result from our breach of a legal or contractual obligation.

31.1 Security and Fraud Prevention

We may implement systems, controls and procedures designed to detect, prevent and respond to fraud, unauthorised access, cyberattacks, account compromise and other security threats affecting the Platform, our Users or our systems.

31.2 Protective Measures

Where we reasonably consider that an Account, Transaction, Digital Asset, API Credential or other Platform resource may be subject to fraud, unauthorised activity or a security threat, we may take proportionate measures to protect the relevant interests.

These measures may include:

• (a) delaying, rejecting or suspending a Transaction;
• (b) restricting or suspending an Account or particular Service;
• (c) disabling, rotating or restricting API Credentials;
• (d) requiring additional authentication or verification;
• (e) restricting withdrawals or other high-risk functionality;
• (f) requiring confirmation of Transaction instructions;
• (g) investigating suspected fraudulent, unauthorised or otherwise suspicious activity; and
• (h) preserving relevant records, transaction data or other information for investigation, legal, regulatory or security purposes.

31.3 Security Incidents

Where we become aware of a security incident that may affect your Account, Digital Assets, personal data or use of the Services, we may take such measures as we reasonably consider necessary to contain, investigate and remediate the incident.

Where applicable, we will make the relevant notifications or reports to affected persons and competent authorities within the applicable timeframe.

We may delay notification where applicable and reasonably necessary to prevent further harm, protect the integrity of an investigation or comply with a lawful direction.

31.4 Customer Cooperation

You must reasonably cooperate with measures taken to investigate or address suspected fraud, unauthorised activity or security incidents affecting your Account or use of the Services.

This may include providing information, confirming Transactions, completing additional verification, changing authentication credentials or taking other reasonable security measures.

31.5 Customer Notification of Suspected Compromise

You must notify us promptly if you:

• (a) suspect that your Account, password, authentication credentials, API Credentials, device or other security information has been compromised;
• (b) identify an unauthorised Transaction or other activity that you did not initiate or authorise; or
• (c) become aware of any security vulnerability or incident that may affect the Platform or Services.

You should use the security or support channel designated by us for urgent security reports.

32.1 Platform and Service Availability

The Platform and Services are provided on an availability basis.

We do not guarantee that the Platform or any particular Service will:

• (a) be available at all times or in every jurisdiction;
• (b) operate without interruption, delay or error;
• (c) be compatible with every device, system or network;
• (d) support every Digital Asset or Blockchain Network at all times; or
• (e) remain available in its existing form or with the same functionality indefinitely.

32.2 Digital Asset Markets

You acknowledge that Digital Asset markets can be highly volatile and may be affected by market conditions, liquidity, technological developments, regulatory changes and other factors outside our control.

The value of a Digital Asset may increase or decrease significantly, including over a short period.

We do not represent or warrant that any Digital Asset will retain its value, achieve any particular price or generate a profit or return.

Past performance is not an indication or guarantee of future performance.

32.3 Blockchain and Transaction Risks

You acknowledge that Transactions involving Digital Assets may depend on Blockchain Networks and other infrastructure that we do not control.

Blockchain Networks may experience congestion, delays, reorganisation, forks, outages, attacks, protocol changes or other events that may affect the timing, validity, cost or finality of a Transaction.

Once submitted to a Blockchain Network, a transaction may be irreversible or may not be capable of being cancelled or recovered.

We do not guarantee that a Blockchain Network will process, confirm or maintain a Transaction in accordance with any particular timeframe.

32.4 Third-Party and External Dependencies

Certain Services depend on third-party providers, including banks, payment processors, custodians, liquidity providers, Blockchain Networks, technology providers and other infrastructure providers.

We do not guarantee the availability, performance, accuracy or continuity of third-party services or infrastructure.

32.5 Information and Third-Party Data

Information displayed through the Platform, including Digital Asset prices, market information, Blockchain Network data and other third-party information, may be delayed, incomplete or inaccurate.

Where such information is provided for informational purposes, you should independently assess whether it is appropriate for your intended use or Transaction.

32.6 No Guarantee of Security

We maintain security measures designed to protect the Platform, Accounts and Services against unauthorised access, fraud and other security threats.

However, no electronic system, network, storage environment or security control can be guaranteed to be completely secure.

We do not guarantee that the Platform will be completely free from vulnerabilities, cyberattacks, malware or other security threats.

32.7 No Investment or Professional Advice

Unless expressly provided under a separately authorised Service, nothing made available through the Platform constitutes investment, financial, legal, accounting or tax advice.

You remain responsible for obtaining independent professional advice where appropriate.

32.8 No Obligation to Provide Every Service

The availability of a Service on the Platform does not create an obligation on us to make that Service available to you indefinitely.

We may modify, suspend or discontinue a Service in accordance with these Terms and Applicable Law. Where a change is material and advance notice is reasonably practicable and legally permissible, we will take reasonable steps to notify affected Users.

35.1 Events Beyond Reasonable Control

We will not be responsible for a delay, interruption or failure to perform an obligation under these Terms to the extent that the delay, interruption or failure is directly caused by an event or circumstance beyond our reasonable control and which could not reasonably have been prevented or avoided.

Such circumstances may include:

• (a) natural disasters, severe weather events or other acts of nature;
• (b) war, armed conflict, terrorism, civil unrest or widespread disorder;
• (c) government action, emergency measures or regulatory intervention;
• (d) changes in Applicable Law or binding directions of a competent authority;
• (e) widespread telecommunications, internet or connectivity failures;
• (f) significant power, utility or infrastructure failures;
• (g) material disruption to banking, payment or financial market infrastructure;
• (h) cyberattacks, distributed denial-of-service attacks or other malicious acts affecting critical infrastructure, except to the extent caused by our failure to maintain reasonable security measures;
• (i) Blockchain Network failures, consensus failures, forks, reorganisations, network congestion or material protocol changes;
• (j) material failures or interruptions affecting critical third-party infrastructure or service providers, where such failure is outside our reasonable control; or
• (k) any other event that could not reasonably have been anticipated, prevented or overcome through reasonable measures.

35.2 Effect of a Force Majeure Event

Where a force-majeure event affects the provision of a Service, we may take such reasonable measures as are necessary to protect Users, Digital Assets, Customer Funds, the Platform and our legal or regulatory position.

Such measures may include delaying, suspending, restricting or modifying the affected Service for the duration of the relevant event.

We will use reasonable efforts to minimise the impact of the event and resume affected Services as soon as reasonably practicable.

36.1 Changes Required by Law or Regulation

We may modify, suspend, restrict or discontinue all or part of a Service where we reasonably determine that this is necessary to comply with:

• (a) Applicable Law;
• (b) a licence, registration, approval or other regulatory condition applicable to us or the relevant Service;
• (c) a requirement, direction, order or other action of a competent authority;
• (d) applicable sanctions or restrictive measures;
• (e) a court order or other legally binding process;
• (f) a change in the legal or regulatory classification, treatment or status of a Digital Asset, Blockchain Network, Service or Transaction; or
• (g) a change to the regulatory framework applicable to our business or the relevant Service.

36.2 Immediate Changes

Where a change is required to comply with Applicable Law, a regulatory direction, sanctions requirements or another legally binding requirement, we may implement the relevant change immediately or on the date specified by the applicable authority or legal requirement, including where this means suspending or discontinuing a Service without prior notice.

36.3 Notice

Where notice is required, we will provide such notice in the manner and within the timeframe required.

Where notice is not legally required but advance notice is reasonably practicable, we will seek to provide reasonable notice of material changes affecting your use of the relevant Service.

36.4 Effect on Existing Transactions

Where a regulatory change affects a pending or existing Transaction, we may take such steps as are reasonably necessary to comply with Applicable Law, including delaying, cancelling, restricting or otherwise modifying the processing or settlement of the affected Transaction.

Where reasonably practicable, we will notify you of any material action affecting an existing Transaction, subject to any legal, regulatory, security or compliance restrictions on disclosure.

36.5 No Obligation to Continue Unlawful Services

Nothing in these Terms requires us to continue providing a Service, supporting a Digital Asset or maintaining access to a Blockchain Network where doing so would be unlawful, contrary to a binding regulatory requirement or materially inconsistent with an applicable regulatory restriction.

39.1 Informal Resolution

If you have a dispute concerning the Platform, your Account or any Service, you should first raise the matter through our complaints process set out in Section 26.

The parties will seek to resolve the dispute in good faith and through reasonable efforts before commencing formal proceedings, where appropriate.

39.2 Regulatory and Statutory Rights

Nothing in these Terms prevents or restricts you from:

• (a) exercising any mandatory statutory right or remedy;
• (b) making a complaint or report to a competent regulator, governmental authority or other body with jurisdiction over the relevant matter;
• (c) seeking any remedy that cannot lawfully be excluded or restricted; or
• (d) taking any other action permitted or required by Applicable Law.

Where Applicable Law prescribes a particular complaint, escalation, mediation or dispute-resolution process, that process will apply to the extent required.

39.3 Arbitration or Alternative Dispute Resolution

You agree that in the event of any dispute between you and the Company arising out of or relating to these Terms, the Platform (including its information, contents, materials, and accompanying policies), or our Services which remains unresolved through our complaint channel after the process of complaint resolution has been exhausted, that you and the Company shall consult and negotiate with each other and, recognizing your mutual interests, attempt to reach a solution satisfactory to both you and us. If a settlement is not reached within 90 days, then such dispute will be referred to and finally resolved by mandatory and binding arbitration administered by the Lagos State Multi-Door CourtHouse (LMDCH) pursuant to its Rules.

The place of arbitration shall be Lagos State, Nigeria and the language of arbitration shall be English. The decision of the arbitrator shall be final and binding.

Nothing in these Terms prevents either party from seeking urgent, interim or protective relief from a court of competent jurisdiction where such relief is reasonably necessary to protect its rights, prevent fraud or unauthorised activity, preserve assets or evidence, or prevent irreparable harm.

39.4 Court Proceedings

If the Courts in your Jurisdiction will not permit you to consent to binding arbitration, then any legal suit, action, or proceeding arising out of or related to these Terms will be instituted exclusively in the appropriate court division in Lagos State, Nigeria, and you irrevocably submit to the exclusive jurisdiction of such courts in any such suit, action or proceedings.

40.1 Notices

We may provide notices, communications and information relating to your Account, the Platform or the Services through one or more of the following channels; email, in-app notification, notifications or announcements displayed on the Platform, SMS, postal communication, or any other electronic or communication method allowable.

40.2 Survival

Any provision of these Terms that by its nature is intended to continue after termination will survive termination.

This includes provisions relating to Fees and amounts due, intellectual property, confidentiality, data retention, liability, indemnities, dispute resolution, governing law, record-keeping and any other rights or obligations that accrued before termination.

40.3 No Third-Party Beneficiaries

Nothing in these Terms confers any relationship or may be construed as creating any agency, partnership, joint venture, franchise, employment, or any form of joint enterprise between the Parties, and neither party has the authority to contract for or bind the other party in any manner whatsoever except as expressly permitted under these Terms.

40.4 No Waiver

Our delay or failure to enforce any conditions or rights under these Terms will not constitute a waiver of that right or excuse any subsequent non-performance of any such term or condition by you.

40.5 Headings

The headings used in these Terms are included for the sake of convenience only and shall not limit or otherwise affect the extent, scope or interpretation of these Terms.

40.6 Severability

If any provision of these Terms is determined by a competent court or authority to be invalid, unlawful or unenforceable, that provision will be interpreted or modified to the minimum extent necessary to make it valid and enforceable, where legally permissible.

If the provision cannot reasonably be interpreted or modified in that manner, it will be severed to the extent necessary.

The invalidity or unenforceability of any provision will not affect the validity or enforceability of the remaining provisions.

40.7 Assignment

We may assign these Terms in part or in full, including our rights, interests, and obligations therein, without your consent or notice to you. These terms are personal to you and you may not assign, transfer, novate, charge or otherwise dispose of your rights or obligations under these Terms, or transfer your Account to another person without our express written consent.

40.8 Entire Agreement

These Terms, together with our Privacy Policy, User Agreement, Risk Disclosure Statement, Fee Schedule; and any other contractual term incorporated by reference, constitutes the sole and entire agreement between you and us regarding the subject matter covered herein and supersedes all other understandings, agreements, representations, or warranties prior or otherwise both written and oral, regarding the subject matters.