Terms and Conditions

1.

Welcome to Coin Pro

These Terms and Conditions ("Terms") govern your access to and use of the Coin Pro platform, website, mobile applications and related services (collectively, the "Platform").

The Terms form a legally binding agreement between you and Coin Pro (Pty) Ltd, a company incorporated in accordance with the laws of the Republic of South Africa ("Coin Pro", "we", "our", or "us").

By creating an account, accessing the Platform or using any of our services, you confirm that you have read, understood and agreed to these Terms. If you do not agree to these Terms, you must not register for an account or use the Platform.

These Terms apply together with our Privacy Policy, AML & KYC Policy, Cookie Policy, Risk Disclosure and any additional policies or notices published on our website from time to time.

Where additional product-specific terms apply, those terms will supplement these Terms. In the event of any inconsistency, the product-specific terms will prevail only to the extent of that inconsistency.

2.

About Coin Pro

Coin Pro operates a digital asset platform that enables eligible customers to buy, sell, exchange supported crypto assets, together with other services that may be introduced from time to time. Our Services are provided in accordance with applicable South African legislation and any regulatory requirements that apply to crypto asset service providers. Coin Pro may add, modify, suspend or discontinue any Service where necessary for operational, commercial, security or regulatory reasons.

Nothing contained on the Platform constitutes financial, investment, legal, accounting or tax advice. Any information made available by Coin Pro is provided for general informational purposes only. You remain solely responsible for assessing whether any transaction or investment is suitable for your financial circumstances and risk tolerance.

3.

Definitions

For purposes of these Terms, the following expressions have the meanings assigned to them:

  • Account means your registered Coin Pro profile through which you access the Services.
  • Applicable Law means any legislation, regulation, directive, regulatory requirement, guideline or legally binding order applicable to Coin Pro or to your use of the Services.
  • Business Day means any day other than a Saturday, Sunday or official public holiday in South Africa.
  • Crypto Asset means any digital representation of value based on cryptographic technology and supported by Coin Pro from time to time.
  • Fiat Currency means legal tender issued by a government, including South African Rand (ZAR).
  • Order means an instruction submitted by you to buy, sell, deposit, withdraw or otherwise transact using the Platform.
  • Platform means the Coin Pro website, applications, APIs and supporting infrastructure used to provide the Services.
  • Services means all products and services made available by Coin Pro, including cryptocurrency exchange services and any other services offered from time to time.
  • User, Customer, you or your means the individual or legal entity that has entered into these Terms.
  • Wallet means the digital wallet for supported Crypto Assets.

References to legislation include amendments, replacements and subordinate legislation.

Headings are included for convenience only and do not affect interpretation.

Where the context permits, words in the singular include the plural and vice versa.

4.

Eligibility

You may only use the Platform if:

  • you are at least eighteen (18) years old;
  • you have full legal capacity to enter into binding agreements;
  • you are acting on your own behalf or have authority to act for a legal entity;
  • your use of the Services does not violate any law applicable to you;
  • you are not subject to sanctions, embargoes or restrictions imposed by South Africa, the United Nations or any other applicable authority recognised by Coin Pro.

Coin Pro may refuse any application for an Account without providing reasons where this is necessary for legal, regulatory, operational or risk management purposes.

The Services are intended only for jurisdictions where their use is lawful. It is your responsibility to ensure that accessing the Platform is permitted under the laws of your country of residence.

Coin Pro may suspend or discontinue services in certain jurisdictions at any time where required by law, regulatory instruction or internal risk policies.

5.

Acceptance of these Terms

You accept these Terms when you:

  • create a Coin Pro Account;
  • click an acceptance button or checkbox referring to these Terms;
  • access or use any part of the Platform; or
  • continue using the Services after these Terms have been updated.
6.

Acceptance of Risks

Cryptocurrency and digital asset markets involve substantial risk.

By using the Platform you acknowledge that:

  • Crypto Asset prices may fluctuate significantly within short periods.
  • Past performance does not indicate future performance.
  • Transactions recorded on blockchain networks are generally irreversible.
  • Blockchain congestion, software bugs, network attacks, forks and protocol changes may delay or affect transactions.
  • Regulatory changes may affect the availability or value of certain Crypto Assets.
  • Coin Pro does not guarantee that any Crypto Asset will retain value.

You are solely responsible for evaluating whether any transaction is appropriate for your financial circumstances.

Nothing provided through the Platform constitutes legal, tax, accounting or financial advice.

You should obtain independent professional advice where necessary before entering into any transaction.

7.

Account Registration

To access the Services, you must create a Coin Pro Account and successfully complete the registration process.

When registering an Account, you agree to:

  • provide complete, accurate and up-to-date information;
  • register using your own legal identity;
  • maintain only one personal Account;
  • promptly update your information whenever it changes; and
  • comply with all verification requirements communicated by Coin Pro.

Coin Pro may request additional documentation or information before activating your Account or enabling specific Services.

Creating an Account does not guarantee approval or continued access to the Platform. Coin Pro may refuse any application where required by law, regulatory obligations or internal risk management procedures.

8.

Identity Verification and Compliance

Coin Pro is committed to preventing financial crime and complying with all applicable anti-money laundering, counter-terrorist financing, sanctions and fraud prevention legislation. Before you may use certain Services, Coin Pro may require you to complete identity verification procedures. Depending on the nature of your Account and the Services you intend to use, we may request information including:

  • proof of identity;
  • proof of residential address;
  • contact information;
  • banking details;
  • source of funds;
  • source of wealth;
  • tax residency information;
  • any additional information reasonably required to comply with Applicable Law.

You authorise Coin Pro to verify the information you provide through independent sources, electronic verification services, public records and third-party service providers. Verification is an ongoing process. Coin Pro may request updated information or documentation at any time during your relationship with us. If you fail to provide requested information within a reasonable period, Coin Pro may suspend or restrict your Account until the verification process has been completed.

9.

Anti-Money Laundering and Financial Crime

Coin Pro applies a risk-based approach to detecting and preventing money laundering, terrorist financing, sanctions evasion, fraud and other unlawful activities. To comply with our legal obligations, Coin Pro may:

  • monitor transactions and account activity;
  • perform sanctions and politically exposed person (PEP) screening;
  • conduct enhanced due diligence where appropriate;
  • review blockchain transactions using blockchain analytics tools;
  • request additional information relating to specific transactions;
  • refuse or delay transactions that require further investigation; and
  • report transactions or customers to competent authorities where required by Applicable Law.

Coin Pro is not required to disclose the reasons for conducting compliance reviews where disclosure is prohibited by law or may prejudice an investigation. You acknowledge that compliance reviews may delay transactions.

10.

Your Account Responsibilities

You are responsible for all activity conducted through your Account.

You agree to:

  • keep your login credentials confidential;
  • maintain accurate Account information;
  • enable multi-factor authentication where available;
  • use the Platform only for lawful purposes;
  • ensure that all instructions submitted through your Account are accurate before confirmation;
  • promptly notify Coin Pro if you become aware of any unauthorised access or suspected security incident.

You must not:

  • allow another person to use your Account;
  • share your password, authentication codes or security credentials;
  • create Accounts on behalf of another individual without proper authority;
  • use another person's identity;
  • attempt to bypass security measures or access controls;
  • interfere with the operation of the Platform.

Unless otherwise required by Applicable Law, Coin Pro is entitled to rely on any instruction received through your authenticated Account as having been authorised by you.

11.

Security

Coin Pro implements administrative, technical and organisational security measures designed to protect customer information and digital assets.

These measures may include:

  • encryption of sensitive information;
  • multi-factor authentication;
  • continuous transaction monitoring;
  • cybersecurity controls;
  • fraud detection systems; and
  • periodic security assessments.

While Coin Pro takes reasonable steps to protect the Platform, no internet-based service can be guaranteed to be completely secure. You acknowledge that you are responsible for securing your own devices, internet connection, email accounts and authentication methods.

Coin Pro will never ask you to disclose your password, authentication codes or recovery credentials. If you believe your Account has been compromised, you must notify Coin Pro immediately. We may temporarily suspend your Account while appropriate security measures are undertaken.

12.

Communications

By creating an Account, you consent to receive communications from Coin Pro electronically.

Notices may be delivered through:

  • email;
  • notifications displayed within the Platform;
  • SMS where appropriate;
  • announcements published on our website; or
  • any other communication method associated with your Account.

Electronic communications satisfy any legal requirement that notices be provided in writing. It is your responsibility to ensure that your contact details remain current and that communications from Coin Pro are not blocked or filtered by your email provider. Coin Pro is not responsible for any loss resulting from your failure to receive communications because your contact information is outdated or inaccurate.

13.

Services

Coin Pro provides a digital asset platform through which eligible customers may access crypto asset-related services made available by Coin Pro from time to time.

Depending on availability and applicable regulatory requirements, the Services may include:

  • purchasing supported Crypto Assets using Fiat Currency;
  • selling supported Crypto Assets for Fiat Currency;
  • account management tools and transaction history; and
  • any additional products or services introduced by Coin Pro.

Certain Services may be subject to additional eligibility requirements, verification procedures or separate terms. Coin Pro may introduce, modify, suspend or discontinue any Service at any time where reasonably necessary for operational, security, legal, commercial or regulatory reasons. Nothing available on the Platform constitutes financial advice, investment advice, tax advice or legal advice.

14.

Supported Crypto Assets

Coin Pro determines, at its sole discretion, which Crypto Assets are supported on the Platform. The list of supported Crypto Assets may change without prior notice.

Coin Pro is under no obligation to support any particular Crypto Asset, blockchain, token standard, network upgrade, fork, airdrop or similar event. Where a blockchain network undergoes a fork, protocol upgrade or other technical change, Coin Pro may determine, in its sole discretion, whether and how to support the resulting assets or networks. Coin Pro accepts no liability for losses resulting from unsupported Crypto Assets, blockchain upgrades, network failures, protocol changes or third-party actions affecting any blockchain network. Customers must ensure that Crypto Assets are deposited only to their personal wallet addresses that are designated for the relevant asset and supported blockchain network. Transactions with unsupported assets or assets transferred using unsupported networks may be permanently lost.

15.

Fiat Transactions

Coin Pro accepts incoming transactions and performs outgoing transactions using payment methods approved by Coin Pro. Unless otherwise approved by Coin Pro, all Fiat Currency transactions must be made through bank accounts registered in your own name.

Coin Pro does not generally accept:

  • third-party deposits;
  • anonymous payment methods;
  • cash deposits; or
  • payments originating from jurisdictions or institutions considered high risk.

If prohibited deposits are received, Coin Pro may:

  • reject the transaction;
  • return the funds to the originating account, where possible;
  • delay processing pending verification;
  • deduct applicable administrative costs where permitted by law; or
  • take any action required to comply with Applicable Law.

Processing times for transactions depend on banking systems, payment providers and verification requirements. Coin Pro does not guarantee that funds will be credited or received within a specific period. Coin Pro may impose minimum and maximum transaction limits and may amend these limits from time to time.

16.

Crypto Asset Transactions

Customers are solely responsible for ensuring that wallet addresses, destination networks and any other transaction details are accurate before initiating a blockchain transaction.

Transaction requests may be delayed, suspended or cancelled where:

  • additional identity verification is required;
  • enhanced due diligence is being conducted;
  • suspicious or unusual activity is detected;
  • technical maintenance is underway;
  • blockchain congestion affects processing;
  • network security concerns arise; or
  • Coin Pro is required to comply with Applicable Law.

Once a blockchain transaction has been broadcast to the relevant network, it generally cannot be reversed.

Coin Pro is not responsible for losses resulting from:

  • incorrect wallet addresses;
  • unsupported blockchain networks;
  • customer input errors;
  • delays caused by blockchain congestion;
  • failures of third-party blockchain networks; or
  • events beyond Coin Pro's reasonable control.
17.

Order Execution

Orders placed through the Platform constitute binding instructions from you. It is your responsibility to verify all transaction details before submitting an Order.

Once executed, Orders are generally final and cannot be cancelled or reversed. Prices displayed on the Platform reflect market conditions and may change rapidly due to volatility, liquidity and trading activity. Coin Pro does not guarantee that an Order will execute at a displayed price unless expressly stated.

Coin Pro may refuse, suspend or cancel an Order where:

  • a manifest pricing or system error has occurred;
  • technical issues affect the Platform;
  • market manipulation or abusive exchange is suspected;
  • the Order would breach Applicable Law;
  • regulatory or compliance reviews are pending.

Coin Pro may establish exchange limits, transaction limits or other operational controls to protect the integrity of the Platform. Coin Pro may temporarily suspend exchange in one or more Crypto Assets where necessary to maintain orderly markets or address technical or regulatory concerns.

18.

Handling of Client Funds

Coin Pro facilitates the exchange of Fiat Currency and Crypto Assets between customers and does not provide custodial wallet services for customers' Crypto Assets. Customers are responsible for maintaining control of their own external cryptocurrency wallets. Coin Pro does not hold or control customers' private keys and is not responsible for the security or management of external wallets. Fiat Currency received by Coin Pro for the purpose of facilitating transactions is held only for the time reasonably necessary to process the relevant transaction or to comply with applicable legal and regulatory requirements.

Bank accounts designated by Coin Pro for the receipt and payment of customer funds are maintained exclusively for the processing and settlement of customer transactions and are not used for Coin Pro's operational or business expenses. Coin Pro maintains appropriate internal controls and reconciliation procedures to ensure that customer funds received for transaction settlement are appropriately recorded and managed. Nothing in these Terms grants Coin Pro any ownership interest in customer funds or Crypto Assets. Coin Pro acts solely as the facilitator of transactions carried out through the Platform. Where Coin Pro is required by Applicable Law, a court order or a competent regulatory authority to delay, freeze or otherwise restrict the movement of customer funds, Coin Pro may do so without incurring liability to the affected customer.

19.

Fees and Charges

You agree to pay all fees applicable to your use of the Services.

Fees may include, where applicable:

  • exchange fees;
  • blockchain network fees;
  • administrative fees; and
  • any other fees disclosed before a transaction is completed.

The current Fee Schedule is published on the Platform and forms part of these Terms. Coin Pro may amend its fees from time to time. Updated fees become effective once published on the Platform unless otherwise stated. Network fees charged by blockchain validators or third-party payment providers are outside the control of Coin Pro and may vary without notice. You authorise Coin Pro to deduct any applicable fees directly from the proceeds of a transaction where appropriate.

20.

Prohibited Activities

You may only use the Platform for lawful purposes and in accordance with these Terms.

You must not use the Services to engage in, facilitate or attempt to facilitate any activity that is unlawful, fraudulent or otherwise prohibited by Coin Pro.

Without limitation, you must not:

  • provide false, misleading or incomplete information;
  • create or operate multiple Accounts without our prior written approval;
  • permit another person to use your Account or access credentials;
  • impersonate any individual or legal entity;
  • use the Services on behalf of another person without proper authority;
  • use funds or Crypto Assets obtained through unlawful means;
  • engage in money laundering, terrorist financing, sanctions evasion, fraud or tax evasion;
  • attempt to manipulate markets, prices or trading volumes;
  • engage in wash trading, spoofing, layering or other abusive trading practices;
  • interfere with or disrupt the operation or security of the Platform;
  • introduce malware, viruses or malicious code;
  • reverse engineer, copy or attempt to gain unauthorised access to the Platform or its systems;
  • use automated systems or software in a manner not authorised by Coin Pro;
  • infringe the intellectual property or other rights of Coin Pro or any third party; or
  • use the Services in any manner that could expose Coin Pro or its customers to legal, regulatory or operational risk.

Coin Pro reserves the right to investigate any activity that appears to violate these Terms or Applicable Law.

21.

Suspension, Restriction and Closure of Accounts

Coin Pro may suspend, restrict or terminate your Account, in whole or in part, without prior notice where reasonably necessary to:

  • comply with Applicable Law;
  • comply with a court order or instruction from a regulatory authority;
  • protect the security or integrity of the Platform;
  • investigate suspected fraud or financial crime;
  • conduct compliance or risk reviews;
  • prevent unauthorised access to your Account;
  • protect Coin Pro, its customers or third parties from financial loss; or
  • enforce these Terms.

During a suspension or restriction, Coin Pro may:

  • decline to process transactions;
  • delay or reject orders;
  • freeze or restrict access to assets where required by law;
  • request additional information or documentation; and
  • impose temporary transaction limits.

Where legally permitted, Coin Pro will endeavour to inform you of any suspension or restriction and the steps required to restore access to your Account.

Coin Pro may permanently close your Account if:

  • you materially breach these Terms;
  • you fail to satisfy ongoing verification requirements;
  • you engage in prohibited activities;
  • your Account presents an unacceptable compliance or operational risk; or
  • Coin Pro discontinues the relevant Service.

Termination of your Account does not affect any rights or obligations that accrued before termination.

22.

Risk Disclosure

You acknowledge and accept that dealing in Crypto Assets involves significant risk.

These risks include, but are not limited to:

  • extreme price volatility;
  • reduced or insufficient market liquidity;
  • technological failures;
  • blockchain network congestion;
  • software defects or protocol vulnerabilities;
  • cyberattacks and security incidents;
  • private key compromise;
  • regulatory changes;
  • taxation changes;
  • operational failures of third-party service providers;
  • forks, airdrops and network upgrades;
  • insolvency or failure of counterparties; and
  • complete loss of value of a Crypto Asset.

Coin Pro does not guarantee:

  • uninterrupted availability of the Platform;
  • the future value of any Crypto Asset;
  • continuous support for any Crypto Asset;
  • that transactions will always execute at expected prices; or
  • that blockchain networks will operate without interruption.

You acknowledge that all decisions are made independently by you and entirely at your own risk.

23.

Limitation of Liability

To the fullest extent permitted by Applicable Law, Coin Pro, its directors, officers, employees, shareholders, contractors and service providers shall not be liable for any indirect, incidental, consequential, special or punitive damages arising from or relating to your use of the Services.

This includes, without limitation, any loss of:

  • profits;
  • business opportunities;
  • revenue;
  • goodwill;
  • anticipated savings;
  • data;
  • trading opportunities; or
  • digital assets resulting from market movements.

Coin Pro shall not be liable for any loss resulting from:

  • your failure to protect your Account credentials;
  • incorrect wallet addresses or payment instructions;
  • delays or failures of blockchain networks;
  • actions of banks or payment service providers;
  • interruptions caused by internet service providers;
  • regulatory action;
  • cyberattacks beyond our reasonable control;
  • force majeure events; or
  • your breach of these Terms.

Nothing in these Terms excludes or limits liability where such exclusion is prohibited under Applicable Law, including liability arising from fraud, wilful misconduct or gross negligence where such liability cannot lawfully be excluded.

24.

Indemnity

You agree to indemnify, defend and hold harmless Coin Pro, its directors, officers, employees, affiliates, contractors and agents against any claims, losses, liabilities, damages, penalties, costs and expenses, including reasonable legal fees, arising from or relating to:

  • your breach of these Terms;
  • your breach of Applicable Law;
  • your misuse of the Platform;
  • your negligent or fraudulent conduct;
  • disputes between you and any third party arising from your use of the Services; or
  • any inaccurate or misleading information provided by you.

This indemnity survives the termination of your Account and these Terms.

25.

Force Majeure

Coin Pro shall not be liable for any delay, interruption or failure to perform its obligations where such delay or failure results from events beyond its reasonable control.

These events include, without limitation:

  • natural disasters;
  • war or civil unrest;
  • terrorism;
  • strikes or labour disputes;
  • pandemics;
  • failures of telecommunications networks;
  • internet outages;
  • power failures;
  • banking system failures;
  • cyberattacks;
  • blockchain network failures;
  • government action; or
  • any other event beyond Coin Pro's reasonable control.

Where reasonably practicable, Coin Pro will use commercially reasonable efforts to restore affected Services as soon as possible following the occurrence of a force majeure event.

26.

Privacy and Protection of Personal Information

Coin Pro respects your privacy and is committed to protecting your Personal Information in accordance with the Protection of Personal Information Act, 2013 ("POPIA"), and all other applicable data protection laws.

By creating an Account and using the Services, you acknowledge that Coin Pro may collect, use, store, verify and process your Personal Information for purposes including:

  • providing and administering the Services;
  • verifying your identity;
  • complying with legal and regulatory obligations;
  • preventing fraud, financial crime and unauthorised activity;
  • communicating with you regarding your Account or the Services;
  • improving the Platform and customer experience; and
  • any other purpose permitted or required by Applicable Law.

Where necessary to provide the Services or comply with legal obligations, Coin Pro may share your Personal Information with carefully selected third-party service providers, banking partners, identity verification providers, blockchain analytics providers, payment processors, professional advisers and competent regulatory or law enforcement authorities.

Coin Pro will retain your Personal Information only for as long as necessary to fulfil the purposes for which it was collected or for the period required by Applicable Law. Further information regarding the collection, processing and protection of Personal Information is available in the Coin Pro Privacy Policy, which forms part of these Terms.

27.

Intellectual Property

The Platform, including its software, exchange systems, databases, text, graphics, logos, trademarks, designs, source code, user interfaces and all other content made available through the Services, is owned by or licensed to Coin Pro and is protected by applicable intellectual property laws.

Subject to these Terms, Coin Pro grants you a limited, non-exclusive, non-transferable and revocable licence to access and use the Platform solely for your personal or authorised business use.

Nothing contained in these Terms transfers any ownership rights in the Platform or any intellectual property belonging to Coin Pro.

Except where expressly permitted by Applicable Law or with Coin Pro's prior written consent, you may not:

  • reproduce, copy or distribute any part of the Platform;
  • modify, reverse engineer or decompile any software used by the Platform;
  • create derivative works based on the Platform;
  • remove copyright or proprietary notices; or
  • use the Coin Pro name, logo or trademarks in any manner that suggests endorsement or affiliation.
28.

Third-Party Services

Certain aspects of the Services rely upon independent third-party providers, including banking institutions, payment service providers, blockchain networks, cloud infrastructure providers, identity verification providers and other technology partners.

Coin Pro exercises reasonable care when selecting these providers; however, it does not control their systems or operations. Accordingly, Coin Pro is not responsible for delays, interruptions, failures, losses or errors arising directly from the acts or omissions of independent third parties, except where liability cannot lawfully be excluded. Links to third-party websites or services are provided solely for convenience. Coin Pro does not endorse, control or assume responsibility for the content, security or practices of any third-party website or service. Your use of third-party services may be subject to separate terms and privacy policies imposed by those providers.

29.

Taxes

You are solely responsible for determining, reporting and paying any taxes arising from your use of the Services or from transactions involving Crypto Assets. Coin Pro does not provide tax advice and makes no representation regarding the tax consequences of any transaction conducted through the Platform. You should obtain independent professional advice regarding your tax obligations where necessary.

Where required by Applicable Law, Coin Pro may collect tax-related information from you and may disclose information relating to your Account or transactions to competent governmental or tax authorities.

30.

Errors, Reversals and Corrections

Coin Pro reserves the right to investigate and correct any operational, accounting, pricing or system error affecting the Platform or your Account.

Where Coin Pro reasonably determines that funds, Crypto Assets or other benefits have been incorrectly credited, transferred or made available to you due to an error, Coin Pro may, to the extent permitted by Applicable Law:

  • reverse the relevant transaction;
  • recover incorrectly credited assets;
  • cancel affected Orders;
  • suspend Order while the matter is investigated; or
  • take any other reasonable action necessary to restore the correct position.

You agree to cooperate fully with Coin Pro in resolving any error affecting your Account.

Nothing in this section limits Coin Pro's rights where fraud, criminal activity or unauthorised access is suspected.

31.

Disclaimer of Warranties

The Platform and the Services are provided on an "as is" and "as available" basis.

To the fullest extent permitted by Applicable Law, Coin Pro makes no representation or warranty, whether express, implied or statutory, regarding:

  • the uninterrupted availability of the Platform;
  • the accuracy, completeness or reliability of information displayed on the Platform;
  • compatibility of the Platform with your devices or software;
  • uninterrupted access to blockchain networks;
  • the future availability of any Crypto Asset; or
  • the suitability of the Services for your particular objectives.

Coin Pro does not guarantee that the Platform will always operate without interruption, delay, defect, error or security incident, although reasonable measures are taken to maintain its availability and security.

32.

Amendments to these Terms

Coin Pro may amend these Terms from time to time to reflect changes in Applicable Law, regulatory requirements, business operations, technology, security standards or the Services we provide. Where a change is material, Coin Pro will provide reasonable notice by publishing the updated Terms on the Platform or by notifying you through electronic communication. The updated Terms will become effective on the date specified in the notice or, where no date is specified, on the date they are published.

By continuing to access or use the Services after the updated Terms become effective, you agree to be bound by the revised Terms.

If you do not agree with any amendment, you must discontinue your use of the Services and may request the closure of your Account, subject to the completion of any outstanding obligations and applicable legal requirements.

33.

Governing Law and Dispute Resolution

These Terms and any dispute or claim arising out of or in connection with them, the Platform or the Services shall be governed by and interpreted in accordance with the laws of the Republic of South Africa. The parties will use reasonable efforts to resolve any dispute through good-faith negotiations before commencing legal proceedings.

If a dispute cannot be resolved through negotiation within a reasonable period, either party may refer the matter to a court of competent jurisdiction in South Africa. Nothing in these Terms limits Coin Pro's right to seek urgent or interim relief from a competent court where necessary to protect its rights, property, confidential information or the security of the Platform.

34.

General Provisions

Entire Agreement

These Terms, together with the Privacy Policy, AML/KYC Policy, Risk Disclosure, Fee Schedule and any additional policies or product-specific terms published by Coin Pro, constitute the entire agreement between you and Coin Pro concerning your use of the Services and supersede all prior agreements, understandings and representations relating to the same subject matter.

Assignment

You may not assign, transfer or otherwise dispose of any of your rights or obligations under these Terms without the prior written consent of Coin Pro. Coin Pro may assign or transfer its rights and obligations under these Terms as part of a merger, acquisition, corporate restructuring, sale of business or other lawful corporate transaction.

Severability

If any provision of these Terms is found by a court or other competent authority to be unlawful, invalid or unenforceable, that provision shall be severed from the remaining Terms, which shall continue in full force and effect.

Waiver

Any failure or delay by Coin Pro to exercise a right or remedy under these Terms shall not constitute a waiver of that right or remedy.

Any waiver shall be effective only if made in writing and shall apply only to the specific circumstance for which it is given.

Survival

Any provision of these Terms that, by its nature, is intended to survive termination, including provisions relating to fees, intellectual property, confidentiality, indemnity, limitation of liability, dispute resolution and applicable law, shall continue in force following the termination of your Account or these Terms.

Electronic Records

You acknowledge that records maintained by Coin Pro relating to your Account, Orders, transactions, communications and system activity shall constitute prima facie evidence of those matters, unless proven otherwise. Electronic records and communications may be used in any legal or regulatory proceedings to the extent permitted by Applicable Law.

No Partnership

Nothing contained in these Terms creates or is intended to create any partnership, joint venture, agency, employment or fiduciary relationship between you and Coin Pro.

Language

These Terms are drafted in the English language. If they are translated into another language, the English version shall prevail to the extent of any inconsistency or conflict.

Contact Information

Questions regarding these Terms or the Services may be directed to Coin Pro using the contact details published on the Platform.

35.

Reverse Solicitation

Coin Pro may, where permitted by applicable law, provide Services to Customers who independently approach the Company on their own initiative without any prior solicitation, targeted marketing, promotion or advertising by Coin Pro or any person acting on its behalf.

For the purposes of these Terms, an Unsolicited Customer Request means that the Customer has initiated contact with Coin Pro entirely on their own initiative and not as a result of any direct or indirect marketing, advertising, promotional activity, or other solicitation undertaken by the Company or any person acting on its behalf within the Customer's jurisdiction.

By opening an Account or requesting the Services following an Unsolicited Customer Request, the Customer represents, warrants and undertakes that:

  • the Customer independently initiated the relationship with Coin Pro;
  • the Customer has not been directly solicited, targeted or encouraged by Coin Pro or any person acting on its behalf to obtain the Services;
  • the receipt and use of the Services is lawful under the laws and regulations applicable in the Customer's jurisdiction;
  • the Customer is solely responsible for ensuring that they are legally permitted to access and use the Services; and
  • the Customer will comply with all applicable laws and regulations governing their use of the Services.

Coin Pro reserves the right to request any information or documentation it reasonably considers necessary to verify the circumstances under which the Customer initiated contact with the Company. Where Coin Pro is unable to satisfy itself that the requirements of this section have been met, or where providing the Services would otherwise contravene applicable laws, regulatory requirements, sanctions, licensing obligations or the Company's internal risk policies, Coin Pro may refuse to establish or continue the business relationship, decline to execute any transaction, suspend or restrict the Customer's Account, or terminate the Customer's access to the Services.

Nothing in these Terms shall be interpreted as constituting an offer, invitation, solicitation or promotion by Coin Pro to provide Services in any jurisdiction where such activities would be unlawful or where the Company is not authorised, licensed or otherwise permitted to provide such Services. Coin Pro does not intentionally market or actively solicit Customers in jurisdictions where such solicitation is prohibited by applicable law.

The availability of the Services may vary between jurisdictions. Coin Pro may, at its sole discretion and without prior notice, restrict, suspend or discontinue the availability of any Service in any jurisdiction where required or considered appropriate to comply with applicable laws, regulatory requirements, sanctions, licensing obligations, contractual arrangements, or the Company's risk management framework.

36.

Acceptance

By creating a Coin Pro Account or using the Services, you acknowledge that you have read, understood and agree to be legally bound by these Terms and all policies incorporated into them by reference.

If you do not agree to these Terms, you must immediately discontinue your use of the Platform and the Services.