Terms of Service

Please read these terms carefully before browsing the NebAfrica website. Your continued use of the NebAfrica website indicates that you have both read and accept these terms. These terms constitute a legally binding agreement between you and NebAfrica. Unfortunately you cannot use the NebAfrica website if you do not accept these terms. All sections of these terms are applicable to all users unless the section expressly states otherwise.

  1. INTRODUCTION
    1.1. The NebAfrica website NebAfrica, is made available, and owned by NebAfrica (Pty) Ltd t/a NebAfrica (bearing registration number 2023/1211/98) (hereinafter referred to as “NebAfrica”, “we”, “our” or “us”). Any reference to “NebAfrica”, “we”, “our” or “us” shall include our employees, officers, directors, representatives, agents, shareholders, affiliates, subsidiaries, holding companies, related entities, advisers, sub-contractors, service providers and suppliers.

1.2. The Website shall include any and all associated mobile applications as offered or downloadable from the requisite application stores, together with any Application Programming Interface/s (“API”).

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

1.4. Accessing and/or use of the Website, and more specifically the Platform as situate on the Website after the Effective Date will signify that the Account Holder has read, understands, accepts, and agrees to be bound, and is bound, by the Terms in such Account Holder’s individual capacity and/or for and on behalf of any entity for whom the Account Holder utilises the Platform (if permitted). Further, the Account Holder represents and warrants that it has the authority to do so and that in the case of an Account Holder being a natural person, the Account Holder is a Competent Person (as defined in the Protection of Personal Information Act, 4 of 2013, as amended).

1.5. NebAfrica may, at its sole discretion, change, modify or update any of these Terms at any time. It is and remains the Account Holder’s responsibility to check these Terms and ensure that it is satisfied with such changes. The Account Holder’s continued use of their NebAfrica Account, after any amendment to these Terms, will constitute the Account Holder’s acceptance of these Terms, as modified by such amendment.

1.6. Such proposed amendments shall be posted on the Website at least one week prior to such amendments being effected, thereby providing any Account Holder who is not willing to accept the changed, modified and/or altered Terms, sufficient time to close their Account on the Platform.

1.7. The Account Holder agrees that save for what is stated in clause 1.6 above, the Parties shall communicate with each other electronically, be it via email, sms or otherwise. NebAfrica shall deem all correspondence sent to the Account Holder as having been received. The responsibility lies with the Account Holder to ensure that NebAfrica is kept updated of any change of email address, physical address, account details or telephone number, and further that it has access to emails and its mobile phone on a regular basis.

  1. DEFINITIONS
    2.1. The following definitions apply to these Terms:

2.1.1. “Account Holder” shall mean the person and/or entity holding a NebAfrica Account on the Platform;

2.1.2. “Business Day” shall mean any day other than a Saturday, Sunday or official public holiday within the Republic of South Africa;

2.1.3. “Crypto/s” shall have the meaning set forth in clause 5.1.1 below;

2.1.4. “Fiat” shall mean Fiat money as declared by a national government to be legal tender;

2.1.5. “Force Majeure” shall mean any circumstance which is beyond the reasonable control of the Party giving notice of the force and which could not reasonably have been foreseen by such Party when entering into these Terms, including but not limited to war (whether declared or not), revolution, invasion, insurrection, riots, civil commotion, mob violence, sabotage, blockage, embargo, boycott, the exercise of military or usurped power, fire, explosion, theft, storm, flood, drought, wind, lightning or other adverse weather conditions, epidemic, quarantine, accident, breakdown of machinery or facilities, strike, lockout or labour dispute, server downtime, acts or restraints of government imposition, or restrictions of or embargoes on imports or exports;

2.1.6. “Linked Bank Account/s” shall mean the account/s elected by an Account Holder when an Account Holder deposits into or withdraws Fiat from its NebAfrica Account, which details may be verified by a third-party identity verification system;

2.1.7. “Party” or “Parties” shall mean the Account Holder and/or NebAfrica as the context requires;

2.1.8. “Platform” shall mean the online Platform on which the Services are rendered, which shall be situated on the Website;

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

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

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

2.1.12. “NebAfrica Account” shall mean the NebAfrica Account with the corresponding profile, opened on the Platform by an Account Holder utilising the Services as offered by NebAfrica; and

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

2.2. Any use of the above terminology or other words in the singular, plural, capitalisation and/or he/she, they or it, are taken as interchangeable and therefore as referring to the same.

  1. RELATIONSHIP BETWEEN NebAfrica AND THE ACCOUNT HOLDER
    3.1. NebAfrica does not purport to be an Account Holder’s broker, intermediary, agent, or advisor and has no fiduciary relationship or obligation to an Account Holder in connection with any transactions or other decisions or activities effected by an Account Holder by using the Services. No communication or information provided to an Account Holder by NebAfrica is intended as, or shall be considered or construed as, advice. NebAfrica does not make any warranty about the suitability of any Crypto, cryptocurrency, crypto token or crypto asset for trading or ownership by any Account Holder.

3.2. NebAfrica does not act on behalf of the Account Holder in any form and NebAfrica solely provides access to the Services. These Terms shall not in any way constitute a partnership or joint venture between the Parties or constitute either Party an agent of the other and NebAfrica does not exercise any discretionary authority for or on behalf of the Account Holder.

3.3. The Account Holder shall be solely responsible for all decisions made in using the Services.

  1. DESCRIPTION AND ATTAINABILITY OF OUR SERVICES
    4.1. We, through our Platform, as accessed via the Website or by other electronic means or devices by using an Account Holder’s user name and password, allow an Account Holder to register on the Platform and open a NebAfrica Account, which may then be coupled with a Linked Bank Account. Through the use of the NebAfrica Account, an Account Holder is enabled to purchase, sell, transfer (including any sale proceeds), and store cryptocurrency, crypto tokens and/or other crypto assets, and in time facilitate the trading of Fiat and crypto trading pairs, as well as other services relating to same.

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

  1. TRANSACTIONS AS MAY BE ENACTED THROUGH THE NebAfrica ACCOUNT AND THE LINKED BANK ACCOUNT TOGETHER WITH GOVERNING TERMS:
    5.1. Funding:

5.1.1. In order to transact on the Website, an Account Holder must first fund their NebAfrica Account wallet(s) (hereafter referred to as “Wallet(s)”) with digital currency. The digital currencies accepted on the Website may either be cryptocurrencies, crypto tokens and /or other crypto assets (hereafter referred to as “Cryptos”) or Fiat currency in digital form, as accepted by NebAfrica from time to time.

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

5.1.3. Fiat funding into the Account Holder’s NebAfrica Account shall only be permitted from a bank account held in the name of the Account Holder by way of electronic funds transfer (EFT), or certain credit and debit cards, as permitted by NebAfrica from time to time.

5.1.4 Prior to funding their Fiat Wallet, where applicable, the Account Holder shall first obtain a funding code through the Platform to be used as a reference in order that the funds may be allocated correctly to the Account Holder’s Fiat Wallet. NebAfrica takes no responsibility for the incorrect allocation of funds in the event that the funding code is omitted or recorded incorrectly. NebAfrica does not permit any Account Holder to fund their NebAfrica Account by means of a cash deposit or cheque deposit. In this regard, should an Account Holder attend to depositing funds by means of cash or cheque, NebAfrica shall charge a handling fee in respect thereof amounting to the higher of R250.00 (two hundred and fifty Rand) or 2% (two percent) of the amount so deposited. NebAfrica shall also charge to the Account Holder any and all bank fees incurred as a result of the funding.

5.1.5. Should an Account Holder ascertain that either Fiat currency or Cryptos have been credited to their NebAfrica Account in error (whether via NebAfrica Pay or any other means), then the Account Holder is to advise NebAfrica of this as soon as reasonably possible by contacting [email protected] in order that the matter may be investigated by NebAfrica, and if deemed necessary, the Account Holder’s NebAfrica Account debited in order to correct the error. The Account Holder will have no claim or entitlement to any Fiat currency or Cryptos received and mistakenly credited to his or her NebAfrica Account, and shall comply immediately with any instructions issued by NebAfrica to rectify the erroneous transfer. Failure to comply with the instructions may lead to a suspension of the Account Holder’s account with NebAfrica pending the rectification of the erroneous transfer. NebAfrica has the right (but not the obligation) to unilaterally rectify any erroneous transfers without the cooperation or consent of the Account Holder.

5.2. Withdrawals:

5.2.1. An Account Holder is required to retain in its NebAfrica Account sufficient Fiat funds or appropriate Cryptos necessary to satisfy any open orders (and applicable NebAfrica fees). In addition, there may be limits on the amounts that an Account Holder is able to withdraw on a daily or other periodic basis. In extreme circumstances, an Account Holder may be unable to make immediate Fiat or Crypto withdrawals. These circumstances include, but are not limited to, delays caused by: (i) the retrieval of Cryptos held in cold storage; (ii) blockchain network congestion; or (iii) the consequences to any Account Holder of any unstaking period as described in clause 7.6 below.

5.2.2. An Account Holder may periodically, at its discretion withdraw Cryptos by transferring them from its NebAfrica Account to an address not controlled by NebAfrica (“External Address”). NebAfrica may require an Account Holder to verify such External Address to which an Account Holder seeks to transfer Cryptos. The Account Holder hereby authorises NebAfrica to use the Account Holder’s NebAfrica Account to send to any External Address specified by such Account Holder using the Services, the Cryptos specified by the Account Holder. NebAfrica is not able to reverse any transfers and will not have any responsibility or liability if the Account Holder has instructed NebAfrica to send Cryptos to an address that is incorrect, improperly formatted, erroneous or intended for a different Crypto.

5.2.3 In order to withdraw Fiat Funds from its NebAfrica Account, when, if and where permitted, an Account Holder will be required to create a Linked Bank Account which is required to be held in the name of the Account Holder. The Account Holder may then withdraw Fiat Funds from its NebAfrica Account into its Linked Bank Account from time to time. NebAfrica is not able to reverse any withdrawals and will not have any responsibility or liability if the Account Holder has instructed NebAfrica to send Fiat Funds to a bank account that is incorrect and/or where incorrect or erroneous details or instructions are provided.

5.2.4 Under no circumstances shall an Account Holder be permitted to withdraw Cryptos or Fiat Funds into an External Address or Linked Bank Account which appears on a prohibited list, such as a government or international body sanctions list.

5.2.5. NebAfrica will process withdrawals when requested by the Account Holder as soon as possible after receipt of same.

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

5.4. The Account Holder shall be responsible for:

5.4.1. paying all fees charged by any third-party service provider associated with any Linked Bank Account or External Address as well as for paying any fees charged by NebAfrica for any transfer or service provided. A breakdown of these fees shall be as set out here. NebAfrica reserves the right to change or update the fees at any time and will update these fees at the aforesaid link as and when may be required in its sole and absolute discretion;

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

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

5.4.4. ensuring that there are no errors in any of the deposit or withdrawal instructions. In the event an Account Holder fails to comply with any of these requirements the transferred Cryptos may be permanently lost.

5.5. NebAfrica may impose limits on the amount of any deposits or withdrawals, or suspend or terminate the ability to transfer Cryptos into or out of an Account Holder’s NebAfrica Account in order to comply with applicable laws or regulations, an order from law enforcement or other governmental authority, or otherwise at NebAfrica’s discretion.

5.6. No Attraction of Interest

5.6.1. The Fiat (or any other Cryptos) as the case may be in an Account Holder’s NebAfrica Account shall not attract any interest.

5.7. Rectification of Errors in Transactions

5.7.1. NebAfrica may, at its option and discretion, attempt to correct, reverse or cancel any withdrawal, funding, transfer or purchase/sale transaction with respect to which NebAfrica has discovered that there was an error, whether such error was by an Account Holder, NebAfrica or a third party. The Account Holder hereby authorises NebAfrica to attempt any such correction, reversal or cancellation as contained herein. NebAfrica provides no guarantee or warranty that any such attempt will be successful and will have no responsibility or liability for the error or any correction attempt.

5.8. SIMPLE PURCHASING AND SELLING OF CRYPTOS INSTANTLY

5.8.1. An Account Holder may purchase and/or sell certain Cryptos (“Simple Purchase/Sale transaction”) instantly through the Platform at an amount calculated by sourcing the best available price either from NebAfrica’s order books, or international liquidity providers with whom NebAfrica consults on a frequent basis (“Simple Purchase/Sale price”). NebAfrica acts as broker for these transactions and charges a brokerage margin. The margin percentage may be found on the Frequently Asked Questions section of our website.

5.8.2 The Simple Purchase/Sale price is not one to be negotiated, and if not suitable to the Account Holder, then the Simple Purchase/Sale transaction shall not be actioned.

5.8.3. In the event of the Simple Purchase/Sale price being acceptable to the Account Holder and the Simple Purchase/Sale transaction proceeding, the Account Holder acknowledges that the transaction cannot be reversed.

5.9. SHARED ACCOUNT ACCESS

5.9.1. An Account Holder (for the purposes of this clause 5.9 hereinafter referred to as the “Main Account Holder”) may share access to its NebAfrica Account with any other Account Holder (“Shared Account User”) under NebAfrica’s Shared Account Access functionality (“Shared Account Access”).

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

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

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

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

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

5.9.2.5. The representations and warranties given by the Main Account Holder in clause 27.11 below shall be given mutatis mutandis by the Shared Account User;

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

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

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

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

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

5.9.2.9. The Shared Account User warrants that it has all the necessary powers, authority and consents to utilise the Shared Account Access on behalf of the Main Account Holder, and to carry out its obligations under this clause 5.9; and

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

5.10. SUBACCOUNTS

5.10.1. All Account Holders may utilise NebAfrica’s Subaccount feature.

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

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

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

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

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

5.10.5.2. The responsibilities of the Account Holder in clause 5.4 above, and the warranties given in clause 13 below shall apply mutatis mutandis when utilising the Subaccounts feature; and

5.10.5.3. NebAfrica reserves the right to change, update or cancel the Subaccounts feature at any time and for any reason, as and when may be required in its sole and absolute discretion, and may close, suspend, block, and/or render inaccessible any Subaccount in accordance with clause 19 below.

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

6.2. Upon receipt of a valid Transfer Instruction, and subject to the restrictions set out in these Terms, specifically clause 11 (Restrictions), NebAfrica shall debit the Wallet of the Account Holder who initiated the Transfer Instruction, and credit the Recipient NebAfrica Account with the equivalent amount. The Account Holder will not be permitted to issue an instruction to cancel the Transfer Instruction once the Transfer Instruction has been received by NebAfrica.

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

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

6.5. Notwithstanding the provisions of clause 6.4, if any Account Holder becomes aware of or suspects that any Fiat has been credited to his or her Account in error (by means of the Account Holder’s NebAfrica Account being credited with an erroneous deposit made via NebAfrica Pay), the Account Holder must immediately notify NebAfrica by contacting [email protected]. The Account Holder will have no claim or entitlement to any Fiat received and mistakenly credited to his or her VALRAccount, and shall comply immediately with any instructions issued by NebAfrica to rectify the erroneous transfer. Failure to comply with the instructions may lead to a suspension of the Account Holder’s account with NebAfrica pending the rectification of the erroneous transfer. NebAfrica has the right (but not the obligation) to unilaterally rectify any erroneous transfers without the cooperation or consent of the Account Holder.

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

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

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

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

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

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

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

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

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

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

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

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

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

7.8. Slashing. Transaction validators representing certain digital assets may incorrectly validate a transaction. In such instances, some digital asset networks may subject Staked Assets to ‘slashing’. NebAfrica will use commercially reasonable efforts to prevent any Staked Assets from slashing; however, in the event that they are, NebAfrica will replace Staked Assets for so long as such penalties are not a result of: (i) the Eligible Account Holder’s acts or omissions; (ii) acts or omissions of any third party service provider; (iii) protocol-level failures caused by maintenance, upgrades, bugs or general failure; (iv) a force majeure event as defined in clause 33 below; (v) acts by any malicious actors (including hackers); or (vi) any other events outside the reasonable control of NebAfrica.

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

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

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

7.9.3. Lockup Period: As stated in 7.6 above, during the applicable lockup period you may be unable to withdraw your Staked Assets, so if the market drops, so does your investment.

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

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

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

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

  1. USDC CONVERSION SERVICES
    8.1. NebAfrica makes USD Coin (USDC) conversion services (“USDC Conversion Services”) available to Account Holders, subject to applicable law, who fulfil certain eligibility criteria and are approved by NebAfrica (“USDC Eligible Account Holder(s)”) through NebAfrica EU sp. z o.o (a Polish limited liability corporation with KRS registration number: 0000991468) (“NebAfrica EU”).

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

8.3. USDC Transactions.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

  1. SUPPORT FOR CRYPTOCURRENCIES, TOKENS AND/OR ASSETS
    9.1. NebAfrica retains the right, in its sole discretion to determine whether to support transfer, storage or trading of a particular cryptocurrency, token or asset and may discontinue or terminate any support for Cryptos at any time for any or no reason. Unless otherwise required by law or law enforcement, NebAfrica will make reasonable efforts to notify the Account Holder of its decision to cease to support a Crypto. If NebAfrica ceases to support transfer or storage of a Crypto, NebAfrica will use commercially reasonable efforts to notify an Account Holder at least 14 days prior so as to afford the Account Holder with an opportunity to transfer the Crypto from the NebAfrica Account to an External Address prior to support ceasing. If the Account Holder does not transfer the Crypto out of its NebAfrica Account prior to cessation of support for such Crypto by NebAfrica, the funds associated with such Crypto may be lost due to the Account Holder’s inability to access, transfer or otherwise control it. NebAfrica will not be liable to the Account Holder for any losses, liability or expenses related to its decision to cease any support for a Crypto.

9.2. Should the Account Holder send unsupported Cryptos to NebAfrica, or a third party sends unsupported Cryptos to a Wallet, NebAfrica will not be able to access such Cryptos nor will NebAfrica be able to transfer the Cryptos to the Account Holder.

9.3. The Account Holder is to ensure to send the correct Cryptos to the correct receive address as sending to the wrong receive address will result in loss.

9.4. NebAfrica will not be liable to the Account Holder, or any other person, for any losses suffered as a result of the Account Holder, or any other person, sending unsupported Cryptos to or from NebAfrica or any other loss suffered under and in terms of this clause 9.

  1. REFERRAL PROGRAMME, REWARDS AND PROMOTIONS
    10.1 Referrals and Rewards

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

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

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

10.1.2. NebAfrica’s referral programme consists of rebates on the Account Holder’s own trading fees as well as rewards of the Account Holders’ referrals’ trading fees when the Account Holder refers two or more people.

10.1.3. In the event that the Account Holder is itself a referral if she or he signed up to NebAfrica using someone else’s referral link or unique referral code, the Account Holder acknowledges and accepts that a percentage of the Account Holder’s trading fees may be paid as a reward to the Account Holder’s referrer.

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

10.1.5. Rebates and rewards may be paid out in ZAR or in cryptocurrency depending on the trading fee.

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

10.1.7. For the purposes of the cap, the Account Holder’s rebate and reward will be based on a reference currency (for example ZAR) in which rebates and rewards will be calculated on the day of the trade based on the prevailing exchange rate of the currency or crypto the rebate or reward is paid in. Once the rebate or reward sums up to the cap in the reference currency, the cap will be activated and the rebate will stop or the reward for that particular referral will cease. Any rebate or reward that hasn’t reached its cap will continue to be paid out independently of whether other caps have been reached.

10.1.8. NebAfrica will determine the prevailing exchange rate to be used each day.

10.1.9. There is no limit to the number of referrals you can refer to NebAfrica.

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

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

10.1.12. NebAfrica will check for duplicate or fake accounts and will not pay out any rebates or rewards for such accounts. The creation of duplicate or fake accounts may result in complete disqualification and eligibility in the referral programme.

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

10.1.14. NebAfrica also reserves the right to disable the referral programme for any particular Account Holder for any reason at any time, particularly in cases where these terms have been breached.

10.2. Promotions

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

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

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

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

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

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

  1. RESTRICTIONS
    11.1. In order to hold a NebAfrica Account, the Account Holder, must have attained the age of majority in the country in which it is resident and/or holds citizenship, and have full capacity to accept these Terms, unless the Account Holder who is a minor warrants that it has obtained the consent of its legal guardian / or the Account Holder is the legal guardian providing such consent to the terms and conditions herein.

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

11.3. The amount of the transfers both into and out of the NebAfrica Account may be restricted by the banking laws of the country in which the Account Holder is either a citizen or a resident. It is incumbent upon the Account Holder to familiarise itself with and follow such laws.

11.4. The Account Holder may not use the Services if it is located in, or a citizen or resident of any state, country, territory or other jurisdiction subject to United States embargo, UN sanctions, or on other government or international body sanctions lists, including the US Treasury Department’s Specially Designated Nationals List or the US Commerce Department’s Denied Persons List. The Account Holder represents and warrants that it is not a citizen or resident of any such jurisdiction and that it will not use the Services while located in any such jurisdiction. The Account Holder may not use the Services if it is located in, or a citizen or resident of, any other jurisdiction where NebAfrica has determined, at its discretion, to prohibit use of the Services.

  1. CONFIRMATION OF PERSONAL INFORMATION & ADDITIONAL INFORMATION AS REQUIRED
    12.1. Account Holders are required to provide personal information and documentation when opening a NebAfrica Account, which personal information NebAfrica may have verified through a third-party service. These procedures may require, among others, that mandatory KYC (Know your customer) and/or FICA procedures be followed by NebAfrica in such verification.

12.2. An Account Holder’s acceptance of these Terms entitles NebAfrica to perform such KYC/FICA or other verification procedures it may deem necessary without notice or forewarning to an Account Holder.

12.3. NebAfrica also maintains an internal anti-money laundering policy (“AML Policy”). The AML Policy is a risk-based program founded on anti-money laundering laws and implementing regulations, and guidance required by such laws. The AML Policy may be updated from time-to-time, including the procedures that NebAfrica uses to verify Account Holders’ identities.

  1. WARRANTIES BY THE ACCOUNT HOLDER
    13.1. The Account Holder hereby warrants that it/he/she:

13.1.1. will not open a NebAfrica Account in the name of a third party;

13.1.2. will use their NebAfrica Account for his/her/its sole benefit only, save for where: (i) an Account Holder who is a juristic person, utilises the Subaccounts feature and trades on behalf of its own clients in terms of clause 5.10 above, or (ii) NebAfrica has provided its express written consent on a NebAfrica letterhead for the Account Holder to use their NebAfrica Account for the benefit of its own clients;

13.1.3. will not hold more than one NebAfrica Account;

13.1.4. save where Shared Account Access is granted under clause 5.9 above, will not make use of, or involve itself with a NebAfrica Account that is not its own; and

13.1.5. the NebAfrica Account will be used for legitimate purposes only.

13.2. The Account Holder agrees that the violation of any of the above warranties shall be deemed to be a breach of the Terms and NebAfrica shall, at its sole and absolute discretion be entitled to terminate, restrict or otherwise suspend the use of the NebAfrica Account.

  1. RESPONSIBILITY FOR ACCOUNT ACTIVITIES AND THE USE OF API
    14.1 The Account Holder accepts, agrees, is bound by and authorises NebAfrica to accept and rely on any agreements, instructions, authorisations and any other actions made, provided or taken by any person who has access to or uses its NebAfrica Account, regardless of whether same is authorised or not.

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

  1. VERIFICATION LEVELS
    15.1. All Account Holders will be assigned a particular verification level based on the information they provide NebAfrica. Higher verification levels will increase the Account Holder’s features on the Platform such as increased withdrawal limits as well as features such as Fiat trading, where applicable. The Account Holder will be able to increase their verification level by following the prompts on the Website. Further information on verification levels can be found here.
  2. ACCOUNT CLOSURE PROCEDURES AND DEATH OF ACCOUNT HOLDER
    16.1. Account Closure

16.1.1. An Account Holder may close its NebAfrica Account at any time by submitting a request to NebAfrica.

16.1.2. Prior to NebAfrica being able to process such request, the Account Holder shall withdraw all funds currently in its NebAfrica Account to an External Address or into its Linked Bank Account/s. The Account Holder shall be permitted to withdraw such funds for a period of days as prescribed by NebAfrica following the request to close their NebAfrica Account, to the extent not prohibited: (i) under Applicable Law; or (ii) by a valid subpoena, court order, or binding order of a government authority.

16.1.3. Within 5 Business Days of the Account having been closed, NebAfrica shall delete the Account Holder’s Account from the Platform, unless NebAfrica is required to keep certain account information for regulatory purposes or internal record keeping purposes, and accordingly a closed NebAfrica Account cannot be reopened, but rather a new application submitted through the Platform.

16.1.4. Dormant Accounts (as defined in clause 17 below) may be closed subject to clause 17.

16.2. Death of Account Holder

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

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

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

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

  1. UNCLAIMED VERIFIED CRYPTOS
    17.1. In the event of the NebAfrica Account having been inactive and the Account Holder not having responded to reasonable attempts by NebAfrica to contact it for 3 (three) years (“Dormant Account”), NebAfrica may have an obligation to report and remit the funds (where Fiat or Cryptos) in the Dormant Account to the appropriate authority as unclaimed property.
  2. PROTECTIVE MEASURES
    18.1. Although NebAfrica has put measures in place to protect the Account Holder’s security insofar as may be possible, the Account Holder will also be liable for ensuring that it remains vigilant in the monitoring of its NebAfrica Account, reporting any unrecognised or unusual activity to NebAfrica as soon as it may occur.

18.2. An Account Holder shall also remain solely responsible for the safe guarding of its login details.

18.3. An Account Holder shall ensure that all devices used to access the NebAfrica Account are virus free and that virus checks are performed on a regular basis.

18.4. The failure of an Account Holder to adhere to the above may result in fraudulent activity or loss on its NebAfrica Account, for which NebAfrica shall not be held liable.

18.5. NebAfrica may offer optional enhanced security features for a NebAfrica Account (including, for example, two-factor authentication). NebAfrica encourages, but may not require an Account Holder to use any such enhanced security features. If an Account Holder does enable enhanced security features, it is the Account Holder’s responsibility to ensure the security of, and continuous control over, any device or account that may be associated with the enhanced security features.

18.6. Insofar as private keys may be concerned:

18.6.1. NebAfrica is the custodian of all Crypto private keys associated with an Account Holder’s Account, and undertakes to securely store these private keys. In this regard, NebAfrica may use international custody partner(s) to assist with any and all custodial duties and requirements of private keys;

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

18.6.3. the custodianship by NebAfrica of the Private Keys in no manner affects the Account Holder’s NebAfrica Account nor the ownership of the Cryptos held in the NebAfrica Account. At no time will ownership of the Cryptos vest in NebAfrica as a result of NebAfrica holding custodianship of the private keys.

  1. CHANGES TO AND AVAILABILITY OF THE SERVICES
    19.1. Services

19.1.1 NebAfrica may, at its discretion and without liability to an Account Holder, with or without prior notice and at any time, modify or discontinue, temporarily or permanently, all or any portion of any Services.

19.2. Account Suspension/Block/Inaccessibility

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

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

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

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

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

19.2.6. Failure of NebAfrica to exercise any or all of its rights under this clause 19 shall not constitute a waiver of its rights to do so at any time thereafter, nor shall NebAfrica be subject to any liability to the Account Holder for its acts or its failure to so act.

  1. UNACCEPTABLE USE OR CONDUCT
    20.1. NebAfrica reserves the right to restrict, suspend or terminate an Account Holder’s Account in the event or suspicion of one or more of the occurrences below. The Account Holder will not:

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

20.1.2. use the Services in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from fully enjoying the Services, or that could damage, disable, overburden, or impair the functioning of the Services in any manner;

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

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

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

20.1.6. attempt to circumvent any content filtering techniques NebAfrica employs, or attempt to access any service or area of the Services that an Account holder is not authorised to access;

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

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

20.1.9. provide false, inaccurate, or misleading information;

20.1.10. post content or communications that are, in our sole discretion, libellous, defamatory, profane, obscene, pornographic, sexually explicit, indecent, lewd, vulgar, suggestive, harassing, hateful, threatening, offensive, discriminatory, bigoted, abusive, inflammatory, fraudulent, deceptive or otherwise objectionable;

20.1.11. post content containing unsolicited promotions, political campaigning, or commercial messages (SPAM) or any chain messages or user content designed to deceive or trick the user of the Service;

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

20.1.13. encourage or induce any third party to engage in any of the activities prohibited under this Section.

20.2. Any or all of the above shall constitute a breach of these Terms, and NebAfrica shall be entitled, unless in doing so it contravenes a legal process or its own security, to terminate or suspend the Account Holder’s NebAfrica Account with immediate effect.

  1. COMPLIANCE WITH LAWS OF COUNTRY OF RESIDENCE
    21.1. It is the sole responsibility of the Account Holder to comply with laws relating to trading activities and use of the Services including without limitation the determination, reporting and payment of taxes.
  2. COPYRIGHT VIOLATIONS
    22.1. NebAfrica and the contents of the Website are the property of NebAfrica, and are protected by South African and international copyright laws. Furthermore, the compilation (meaning the collection, arrangement, and assembly) of all content on the Platform and/or the Services, is the property of NebAfrica, unless credit is attributed to the author thereof, and is, likewise, protected by South African and international copyright laws.

22.2. Except as stated in the Terms, none of the contents may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means, including, but not limited to, electronic, mechanical, photocopying, recording, or otherwise, except as permitted by the fair use privilege under the South African copyright laws or without the prior written permission of NebAfrica, and further, should such consent be provided, NebAfrica reserves its right to withdraw such consent at any stage in its sole and absolute discretion.

22.3. Account Holders are expressly prohibited to “mirror” any content, contained on the Website, on any other server unless with the prior written permission of NebAfrica, and further, should such consent be provided, NebAfrica reserves its right to withdraw such consent at any stage in its sole and absolute discretion.

22.4. NebAfrica does not permit copyright infringing activities and infringement of intellectual property rights on the Website, and NebAfrica may, at its sole discretion, remove any infringing content as may be posted by an Account Holder if it is of the view that such content infringes on another’s intellectual property rights or its own.

  1. INTELLECTUAL PROPERTY
    23.1. An Account Holder undertakes not to attempt to decipher, decompile, disassemble or reverse engineer any of the software or code comprising or in any way making up a part of the Platform including any algorithm used by NebAfrica.

23.2. NebAfrica owns or are licensed to use all intellectual property on the Website. An Account Holder may not use any of NebAfrica’s intellectual property for any purpose other than as may be required to use the Website for its intended purpose;

23.3. All trademarks and copyrights, as well as any other intellectual property rights, in and to any of the content of the Platform are the exclusive property of NebAfrica, unless credit is provided to such third-party owner, such as the names and logos of Cryptos.

23.4. No Account Holder may use or display any trade marks on or from the Platform without first obtaining the consent of the owner of the trade mark, fair use permitted. NebAfrica owns the distinctive “NebAfrica” mark, brand and logo, whether registered, unregistered, or in the process of being registered.

23.5. Nothing on this Website creates any right on an Account Holder’s part (express or implied) that would allow an Account Holder to use or display a trade mark that such Account Holder does not own, regardless of whether the trade mark is currently registered.

  1. CONFIDENTIALITY
    24.1. Confidential Information means any documents or information created, received or obtained from an Account Holder by NebAfrica, together with information relating to NebAfrica as well as non-public information pertaining to the Services rendered by NebAfrica which must remain strictly confidential.

24.2. An Account Holder may not disclose, solicit, make available or misappropriate any Confidential Information, trade secrets or other proprietary information that belongs to any third party without that party’s prior written permission, or in violation of any express or implied duty or contractual right.

24.3. Where an Account Holder is legally required to disclose the Confidential Information, such Account Holder shall inform the third party who disclosed the Confidential Information of the requirement as soon as reasonably practicable and liaise with that party prior to disclosing any of that party’s Confidential Information.

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

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

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

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

24.5.3. in accordance with these Terms.

  1. DOMICILIUM CITANDI ET EXECUTANDI AND CONTACT INFORMATION
    25.1. The Account Holder and NebAfrica choose as their respective domicilium citandi et executandi for the purpose of legal proceedings and for the purpose of giving or sending any notice provided for or necessary of these Terms, the following:

25.1.1. NebAfrica (Pty) Ltd, 9th Floor Atrium on 5th Building, 5th Street, Sandton 2196, South Africa. Email: [email protected]

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

25.2. Both the Account Holder and NebAfrica may change its domicilium to any other physical address or email address by written notice to the other to that effect. Such change of address will be effective 7 (Seven) days after receipt of notice of change of domicilium.

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

25.3.1. be given in writing;

25.3.2. be delivered or sent by email; and

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

25.4. Notwithstanding the above, any notice actually received by the Party to whom notice is addressed will be deemed to have been properly given and received, notwithstanding that such notice has not been given in accordance with the provisions of this clause.

  1. DISCLAIMER
    26.1. NebAfrica makes no express, implied or statutory representations, warranties, or guarantees in connection with the Services.

26.2. Except for any express warranties in these Terms the Services are provided to an Account Holder “as is,” and on a “where available” basis. NebAfrica makes no other warranties, express or implied, statutory or otherwise, including but not limited to warranties of merchantability, title, fitness for a particular purpose or non-infringement.

26.3. Both NebAfrica and the Account Holder renounce all claims that they may have in respect of damages suffered as a result of the interception of information, and all risks associated with the submission of any such information shall be borne by the Party submitting same.

  1. RISK DISCLOSURES, ASSUMPTION OF RISKS & RELEASE OF NebAfrica FROM LIABILITY
    27.1. Trading in Cryptos together with any other digital rights or assets and use of Services provided by NebAfrica involves significant risks and potential for financial losses, including without limitation the risks outlined in NebAfrica’s Risk Disclosures Page, as well as the following:

27.1.1. The features, functions, characteristics, operation, use and other properties of any Crypto (“Crypto Properties”) and the software, networks, protocols, systems, and other technology (including, if applicable, any blockchain) (“Underlying Technology”) used to administer, create, issue, transfer, cancel, use or transact in Cryptos may be complex, technical or difficult to understand or evaluate.

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

27.1.3. Any Crypto, Crypto Properties or Underlying Technology may change or otherwise cease to operate as expected due to a change made to the Underlying Technology, a change made using features or functions built into the Underlying Technology or a change resulting from an Attack. These changes may include, without limitation, a “fork” or “rollback” of a Crypto or blockchain.

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

27.1.5. Just as NebAfrica may suspend or cease to support the transfer, storage or trading of Cryptos at any time at NebAfrica’s discretion, other exchanges or service providers may do the same.

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

27.3. An Account Holder may be unable to withdraw Cryptos prior to NebAfrica ceasing to support transfer of any such Cryptos, resulting in the loss of any such Cryptos remaining in an Account Holder’s NebAfrica Account.

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

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

27.6. An Account Holder may be prevented from sending a transaction request, or your transaction request or email may not be received by NebAfrica, due to hardware, software or services issues (including, without limitation, Internet and other network connectivity issues).

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

27.8. Unauthorised third parties may access or use an Account Holder’s Account and effect transactions without an Account Holder’s knowledge or authorisation, whether by obtaining the password to the NebAfrica Account, obtaining control over another device or account used by an Account Holder in connection with any enhanced security measures enabled for the NebAfrica Account, or by other methods.

27.9. The risks described in this clause 27 may result in loss of Cryptos, decrease in or loss of all value for Cryptos, inability to access or transfer Cryptos, inability to trade Cryptos, inability to receive financial benefits available to other Crypto holders, and other financial losses to an Account Holder.

27.10. In no event shall NebAfrica be liable for special, incidental, indirect, constitutional, consequential or exemplary damages or for any interruption or loss of use, data, business or profits, whether or not such loss or damages were foreseeable or NebAfrica were advised of the possibility thereof and regardless of whether any limited remedy herein fails of its essential purpose. NebAfrica specifically disclaim all warranties of any kind, expressed or implied, including, without limitation, any warranty of merchantability or fitness for a particular purpose with respect to the Services provided. Without limiting the generality of the foregoing NebAfrica does not guarantee or warrant that the Services or Platform will be uninterrupted or error-free.

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

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

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

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

  1. GOVERNING LAW AND JURISDICTION
    28.1. These Terms shall in all respects (including its existence, validity, interpretation, implementation, termination and enforcement) be governed by the laws of the Republic of South Africa.
  2. DISPUTES
    29.1. In the event of any dispute, claim or difference arising between the Parties relating to or arising out of these Terms, including the implementation, execution, interpretation, rectification, termination or cancellation of these Terms, the Parties shall (within 30 days of such dispute or claim arising) where possible, and upon request by either Party attempt to settle such dispute or difference informally before bringing the dispute to a court or other body.

29.2 To the maximum extent permissible by any applicable law, the Parties hereby agree that a dispute or claim may only be brought in the Party’s individual capacity and you hereby waive the right to commence a class action or representative action proceedings against NebAfrica.

  1. ENTIRE AGREEMENT
    30.1. No Terms, representations or warranties between the Parties regarding the subject matter hereof other than those set out in these Terms, are binding on the Parties.
  2. SEVERABILITY
    31.1. If any provision of these Terms should be wholly or partly invalid, unenforceable or unlawful, then these Terms shall be severable in respect of the provision in question (to the extent that it is invalid, unenforceable or unlawful) and the remaining provisions of these Terms shall remain in full force and effect.
  3. ASSIGNMENT
    32.1. These Terms are personal to NebAfrica and the Account Holder shall not be entitled to assign, transfer, alienate or otherwise dispose of all or any of its rights and/or obligations under these Terms, except with the written consent of NebAfrica.
  4. FORCE MAJEURE
    33.1. The failure of either NebAfrica or an Account Holder or both to fulfil any of their obligations of the Terms shall not be considered to be a breach in instances where such inability arises from an event of Force Majeure, and that either Party as affected by such an event has taken all reasonable precautions, due care and reasonable alternative measures in order to meet the Terms, and has informed the other as soon as possible about the occurrence of such an event. During the subsistence of Force Majeure, the performance of both Parties under the Terms shall be suspended, on condition that either of them may elect to cancel the Terms should the event of Force Majeure continue for more than 14 (fourteen) days.
  5. SURVIVAL
    34.1. Clauses which out of necessity or by implication herein survive termination of these Terms, shall remain in full and effect despite the termination hereof.
  6. CLAUSE HEADINGS
    35.1. In these Terms headings are for convenience only and are not intended to be used to interpret these Terms.
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