Legal

Terms and Conditions

By entering into this Agreement, accessing the platform, website, or utilising any of the Services provided herein, the User agrees to be bound by these Terms, as well as all incorporated terms by reference.

When entering into this Agreement, accessing the website, creating or registering an account, using any platform, downloading content, or obtaining information, the User acknowledges that such actions are undertaken with full consent and a comprehensive understanding of these Terms. If the User does not agree to any provision within these Terms, he/she is advised not to proceed with the signature hereof.

This Agreement constitutes a contractual agreement between you (the "User") and the Company. This Agreement applies to the User's utilisation of the WithCrypto platform.

The Company retains the right to periodically update these Terms at its sole discretion and will publish the revised terms on the website www.withcrypto.com, www.withcrypto.co.za . It is the User's responsibility to regularly review the Terms and ensure agreement with them. The User is encouraged to visit the website frequently to stay informed about any modifications made. If the User no longer agrees with the amended Terms, they must discontinue the use of the website and cease any activity in relation to the Services.

1. DEFINITIONS

1.1. Unless the context requires otherwise, in addition to the terms defined in the preamble or body of this Agreement, the following terms shall have the ascribed meanings in this Agreement:

1.1.1. “Company” means WithCrypto (Pty) Ltd with chosen domicilium citandi et executandi at Ferris Cars, Shop 41 broadacres shopping centre, Cedar Road, Fourways, Sandton, Johannesburg.

1.1.2. “Control” means, the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise, and the terms "Controlled" and "Controlling" have meanings correlative thereto;

1.1.3. “Services” means the facilitation of exchanging cryptocurrency for fiat currency and assisting in the purchase or sale of assets from Third-Party Sellers or buyers;

1.1.4. “Conversion Fee” means the fee charged by the Company for facilitating the conversion of cryptocurrency to fiat currency, or vice versa;

1.1.6. “Cryptocurrency” means digital or virtual currency that uses cryptography for security;

1.1.7. “Asset” means a movable or immovable asset that is purchased by the User through the Platform;

1.1.8. “Third-Party Seller” means an individual or entity that sells an Asset to the User through the Platform;

Third-Party Buyer means an individual or entity that buys an Asset from the User through the Platform;

1.1.9. “Non-Cooperative Jurisdiction” means any country or territory that has been designated as non-cooperative with international anti-money laundering principles or procedures by an intergovernmental group or organization, such as the Financial Action Task Force on Money Laundering. See FATF for FATF's list of non-cooperative countries and territories.

1.1.10. “OFAC” means the United States Office of Foreign Assets Control. The lists of OFAC prohibited countries, territories, persons and entities can be found on the OFAC website at home.treasury.gov.

1.1.11. “Person” shall mean and include an individual, a partnership, a legal entity, a corporation (including a business trust), a joint stock company, a company, an unincorporated association, a joint venture or other entity or a governmental authority;

1.1.12. “Platform” means the WithCrypto platform found at www.withcrypto.com, www.withcrypto.co.za;

1.1.13. “Prohibited Person” means a person that is not: (i) a citizen or resident of a geographic area in which trading cryptocurrencies or participating in cryptocurrency transactions is prohibited, restricted or unauthorised by applicable law; (ii) a citizen or resident of, or located in, a geographic area that is subject to sanctions or embargoes; (iii) an individual or entity identified on any sanctions list maintained by relevant authorities; or (iv) a person who acts, directly or indirectly, for a senior foreign political figure, any member of a senior foreign political figure's immediate family or any close associate of a senior foreign political figure;

1.1.14. “Service Documentation” means the service documentation detailed on the Platform; and

1.1.15. “Website” means www.withcrypto.com / www.withcrypto.co.za

1.2. In addition, in this Agreement:

1.2.1. A reference to a statute, statutory provision or subordinate legislation is a reference to it as it is in force for the time being, taking account of any amendment or re-enactment or extension and includes any former statute, statutory provision or subordinate legislation which it amends or re-enacts;

1.2.2. Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders;

1.2.3. Unless the context otherwise requires, words in the singular include the plural and, in the plural, include the singular;

1.2.4. Clause, Schedule and paragraph headings shall not affect the interpretation of this Agreement;

1.2.5. References to clauses and Schedules are to the clauses of and Schedules to this Agreement and references to paragraphs are to paragraphs of the relevant Schedule;

1.2.6. The Schedules form part of this Agreement and shall have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the Schedules;

1.2.7. A reference to this Agreement or to any other agreement or document referred to in this Agreement is a reference to this Agreement or such other agreement or document as varied or novated in accordance with its terms from time to time; and

1.2.8. Thousands are separated by commas (,), while decimals are denoted by a dot (.); and 1.2.9. unless the context otherwise requires, "or" has the inclusive meaning of "and/or".

2. TERMS OF SERVICE

2.1. The Company shall facilitate the exchange of the User's cryptocurrency for fiat currency to enable the purchase of Assets from Third-Party Sellers, or vice versa.

2.2. The Company shall charge a Conversion Fee for facilitating the exchange of cryptocurrency to fiat currency, or vice versa. The Conversion Fee shall be clearly displayed to the User prior to completing a transaction on the Platform.

2.3. The User shall pay the agreed Conversion Fee to the Company's designated wallet address.

2.4. The Company reserves the right to refuse or cancel any transaction request at its sole discretion, including for reasons such as suspicious activity or failure to complete required identity verification processes.

3. SCOPE OF TERMS

3.1. Unless otherwise stated herein, this Agreement governs only the User's use of the Services.

3.2. The User acknowledges that the Agreement may be updated by the Company from time to time depending on business requirements, and once published on the Website, the User shall be deemed to have read and accepted the contents of the updated Agreement. The Company may add new terms or policies to the Service Documentation at its sole and absolute discretion and may update each of the Service Documentation from time to time. In the event of any conflict between this Agreement and the Service Documentation, this Agreement shall take precedence.

3.3. The User understands and agrees that the Company is under no obligation to amend and restate this Agreement in connection with any subsequent agreements granted by the Company on different/alternative terms or to notify the User of any different/alternative terms.

4. REFUSAL OF SERVICE REQUESTS

4.1. The Company reserves the right to refuse or cancel, in whole or in part, any request(s) to utilize the Services at any time in the Company's sole and absolute discretion (without giving reasons), including without limitation in connection with:

4.1.1. any failure to complete KYC/AML/CTF checks prescribed by the Company from time to time;

4.1.2. the User's breach of any other agreement/contract between the Parties;

4.1.3. a change of business or development plan of the Company; or

4.1.4. an adverse change of the regulatory or business environment.

4.2. The Company shall not be required to notify the User of the outcome of any customer identification, due diligence or AML checks, or provide reasons for unsatisfactory results.

4.3. The Company reserves the right to require the User to provide personal details, and it is the User's responsibility to provide correct details. Failure to provide this information will prevent the Company from providing the Services.

4.4. At any time, the Company may either temporarily suspend or permanently abort the Services at its sole discretion without providing any reasons whatsoever.

5. REGULATORY ASPECTS, ACKNOWLEDGMENT AND ASSUMPTION OF RISKS

The Company is not licensed under CISCA nor recognised financial services providers as defined in FAIS. These Terms and Conditions do not constitute a solicitation from any South Africa person in respect of which such solicitation would be prohibited nor does it constitute or relate to the provision of a financial service to a South African person. The User acknowledges and agrees that there are risks associated with utilizing the Services, as disclosed and explained in Schedule 1. By signing or using the Platform, the User explicitly acknowledges, accepts and assumes these potential risks and indemnifies the Company.

6. SECURITY

6.1. The User bears the responsibility for implementing all reasonable and suitable measures to ensure the security of any wallet, vault, or other storage used in connection with the Services.

The Company holds no accountability for security measures pertaining to the User's receipt, possession, storage, transfer or utilisation of cryptocurrency, and is not obliged to recover any lost cryptocurrency.

7. PERSONAL INFORMATION AND DATA PROTECTION

7.1. The Company may determine it is necessary to obtain certain information about the User to comply with applicable laws in connection with providing the Services.

7.2. The User consents to the Company transferring personal data to Group Entities or third-party service providers, including to recipients in countries with different data protection levels.

7.3. The Company and its Group Entities will collect, use, process and disclose information for providing services and legal compliance purposes.

7.4. If the User withdraws consent, this may limit the scope of services. The Company will endeavour to respond to requests within 30 days or as required by law.

7.5. The Company may disclose information to governmental or regulatory authorities where required. The User agrees to hold the Company harmless in respect of such disclosure.

8. TAXES

The fees the User pays are exclusive of all applicable taxes. The User is solely responsible for determining and fulfilling tax obligations related to the Services.

9. REPRESENTATIONS AND WARRANTIES

9.1. By signing and utilizing the Services, the User represents and warrants to the Company as follows:

9.1.1. The User has read and understood all the terms and conditions of this Agreement (including all Schedules) and any Service Documentation.

9.1.2. If an individual, the User has sufficient legal capacity to enter into a binding agreement.

9.1.3. If a legal Person, the User is duly organised, validly existing and in good standing.

9.1.4. The User's use of the Services complies with all applicable laws and regulations.

9.1.5. The User shall comply with applicable tax obligations.

9.1.6. The User has been advised to obtain independent legal, financial and tax advice.

9.1.7. The User is not a citizen or resident of any Restricted Territory nor using the Services from such territory.

9.1.8. The User is not a citizen or resident of a geographic area in which access to or participation on the Platform is prohibited.

9.1.9. The funds used are not derived from unlawful activities and the User will comply with Compliance Regulations.

9.1.10. All payments will be made only in the User's name from a wallet not located in a Non-Cooperative Jurisdiction.

9.1.11. Neither the User nor related persons are on sanctions lists or in Non-Cooperative Jurisdictions; nor a Prohibited Person.

9.1.12. If country of residence or circumstances change, the User will immediately cease using the Platform.

9.1.13. The User shall provide information necessary for compliance and regulatory inquiries.

9.1.14. Each Party has power and authority to execute and perform this Agreement; the Agreement is legally binding subject to applicable laws.

9.1.15. The Company has relied on the User's true and complete representations; the Company makes no other warranties beyond this Agreement.

9.1.16. The cryptocurrency used is legitimately owned or the User is authorised to use it.

9.1.17. The User's use of the Services complies with laws including AML, CTF and sanctions.

10. DISCLAIMERS

10.1. The Services are provided "as is" and "as available" without warranties; the Company does not warrant reliability, security, freedom from vulnerabilities, or error-free operation.

10.2. Information provided is not investment, financial, legal or other advice.

10.3. No warranties that the Platform shall be free of technical vulnerabilities, cyberattacks, network congestion, or hacking.

10.4. No representations or warranties as to the accuracy, completeness, or suitability of information in the Service Documentation.

11. LIMITATION OF LIABILITY

11.1. To the fullest extent permitted: (i) no liability for indirect, special, incidental, consequential, or exemplary loss; (ii) aggregate direct liability shall not exceed USD 1,000.

11.2. The limitations do not limit liability for fraud or wilful misconduct.

11.3. Claims must be made within six months of arising unless proceedings have been issued and served.

11.4. The User must mitigate losses; no double recovery.

11.5. With respect to asset purchases from Third-Party Sellers or Buyers, the Company shall not be liable for specified categories of losses or issues.

11.6. The Company acts solely as an intermediary platform and is not a party to agreements between Users and Third Parties.

11.7. The Company does not control or guarantee quality, safety, legality, truth or accuracy of listings, or transaction ability.

11.8. The limitations and disclaimers apply regardless of Company awareness of possible losses.

12. DISPUTE RESOLUTION

12.1. Disputes shall on written demand be submitted to arbitration in Johannesburg.

12.2. Arbitration per AFSA Rules before an agreed arbitrator, failing which nominated as specified.

12.3. No Party may appeal the decision of the arbitrator in terms of AFSA Rules.

12.4. Parties may seek urgent relief in court.

12.5. Arbitration is confidential.

12.6. Clause 12 remains binding notwithstanding termination or cancellation.

12.7. Demand to arbitrate is legal process interrupting prescription per the Prescription Act 68 of 1969.

13. GOVERNING LAW AND JURISDICTION

This Agreement is governed by and construed under the laws of South Africa.

14. NOTICES AND COMMUNICATIONS

14.1. Interpretation

14.1.1. “business day” means any day on which commercial banks are open for general business in the country in or to which the notice is delivered or sent;

14.1.2. any reference to a time is to the local time in the place at or to which the notice is delivered or sent.

14.2. Notices

14.2.1. Parties select for notices the physical and email addresses set out in the definitions section;

14.2.2. a Party may change its address by written notice; effective five business days after receipt.

14.3. Any notice or other communication shall be in English and in writing.

14.4. Notices shall be sent to the relevant Party as specified and served personally, by courier, or by email.

14.5. Deemed service or delivery timings are specified for physical and email notices.

14.6. Proof of service or delivery requirements are specified.

14.7. Notices actually received are deemed properly given even if not served in accordance with clause 14.2.2.

15. SEVERABILITY

If any provision is invalid, illegal or unenforceable, it shall be modified to the minimum extent necessary, or deemed deleted, without affecting the remainder of the Agreement.

16. KNOW YOUR CUSTOMER AND ANTI-MONEY LAUNDERING

16.1. The Company reserves the right to conduct KYC and AML checks as necessary.

16.2. The User agrees to provide all requested information and documentation.

16.3. The Company may update its KYC/AML procedures and require additional information.

16.4. The Company may refuse or terminate Services for non-compliance or suspected unlawful activity.

16.5. All payments must be from a wallet or bank account not located in a Non-Cooperative Jurisdiction or foreign shell bank.

16.6. The Company may share information with authorities as required by law.

17. FURTHER ASSURANCE

Each Party shall take commercially reasonable efforts to do all acts to give effect to this Agreement.

18. THIRD PARTY RIGHTS

18.1. This Agreement is intended solely for the benefit of the User and the Company.

18.2. Save for any Group Entity entitled to enforce, no other person has rights to enforce any term.

19. THIRD-PARTY SELLER OR BUYER ARRANGEMENTS

19.1. The Company may implement vetting procedures but makes no warranties regarding Assets sold or bought by Third Parties.

19.2. The Company may facilitate communication in disputes but is not liable for issues arising from transactions.

19.3. The Company may remove Third Parties from the Platform at its discretion for suspected violations.

20. EXECUTION

This Agreement may be executed electronically by the Company and the User.

21. NON-WAIVER

Failure or delay to exercise or enforce any right will not operate as a waiver.

22. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties and supersedes prior agreements.

23. CONTACT DETAILS AND COMPLAINTS

23.1. Users may contact the Company at WithCrypto (Pty) Ltd, Ferris Cars, Shop 41 broadacres shopping centre, Cedar Road, Fourways, Sandton, Johannesburg. info@withcrypto.co.za

23.2. The Company will endeavour to respond in a timely manner; formal legal notices must be sent to the domicilium physical address and email.

Schedule 1:

Certain Risks Relating to Use of the Services.

The Services are not being structured or sold as securities or any other form of investment product. Accordingly, none of the information presented on the Platform is intended to form the basis for any investment decision, and no specific recommendations are made or intended.

By utilizing the Services, the User expressly acknowledges that it understands and assumes a variety of risks (including without limitation the following risks):

Risk of Hacking and Security Weaknesses – Hackers or other malicious groups or organisations may attempt to interfere with the Platform or Services in a variety of ways, including, but not limited to, malware attacks, denial of service attacks, consensus-based attacks, Sybil attacks, smurfing, spoofing etc.
Risks Associated with Uncertain Regulations and Enforcement Actions – The regulatory status of distributed ledger technology is unclear or unsettled in many jurisdictions, but numerous regulatory authorities across jurisdictions have been outspoken about considering the implementation of regulatory regimes which govern digital asset markets. It is difficult to predict how or whether regulatory agencies may apply existing regulation with respect to such technology and its applications, including Company and the Services. It is likewise difficult to predict how or whether legislatures or regulatory agencies may implement changes to law and regulation affecting distributed ledger technology and its applications, including Company and the Services. Regulatory actions could negatively impact the WithCrypto Platform and Services in various ways. Any Group Entity may cease operations in a jurisdiction, or even abandon certain features of the project, in the event that regulatory actions, or changes to applicable law or regulation, make it illegal to operate in such jurisdiction, or commercially undesirable to obtain the necessary regulatory approval(s) to operate in such jurisdiction. Laws, regulations, or government policies could impact the legality, issuance, use, and transfer of cryptocurrency.
Risks Arising from Taxation – The tax characterization of this Agreement is uncertain. It is possible that the Company's intended treatment of this Agreement may be challenged, so that the tax consequences to the User and the Company relating to this Agreement could differ. The User must seek its own tax advice in connection with signing this Agreement, which may result in adverse tax consequences, including, without limitation, withholding taxes, transfer taxes, value added taxes, income taxes and similar taxes, levies, duties or other charges and tax reporting requirements.
No Financial Advice – The information on the Platform does not constitute financial, legal, or investment advice. The material presented is not intended to be relied upon as the basis for making any investment decisions and is not to be construed as a solicitation or an offer to buy or sell any tokens, cryptocurrencies, securities, or other financial instruments. The Company is not a licensed financial advisor or investment professional, and the information provided herein should not be relied upon for making investment decisions.
High Risk – Any use of cryptocurrency or related projects involves a high degree of risk and as such the User should carefully consider their own financial situation and risk tolerance before engaging in any related activity. It is important to conduct thorough research and seek legal and financial advice from qualified professionals before engaging in any cryptocurrency-related activity.
Currency Risk – Conversion rates can be volatile and unpredictable. Users should be aware of the possibility of significant changes in rates of exchange between the reference currency of the Services and the currencies that the Users are using.
Asset Delivery and Condition – The Company is not responsible for the delivery or condition of the Assets purchased through the Platform. Any disputes related to the Asset are solely between the User and the Third-Party Seller.