FIVEWEST OTC DESK CLIENT TRADING AGREEMENT 

RISK DISCLOSURE STATEMENT: You (“the CLIENT”) expressly recognize and acknowledge that the transactions entered into in terms of this agreement are over-the-counter transactions, meaning of - exchange. Over the counter or “non-transferable” or of -exchange transactions may involve greater risk 

than investing in on-exchange transactions because there is no exchange market on which to close out an open position. Before you undertake such Transactions, you should familiarise yourself with the applicable rules and attendant risks. 

You expressly acknowledge that you fully understand the nature, scope and consequences of each transaction as well as the extent of your exposure to risk resulting from entering into such transactions. The intention of this Risk Disclosure Statement is to inform you that the risk of loss in relation to any such transactions may be substantial in certain circumstances. You should not enter into these transactions unless you understand the nature of the transactions you are entering into, and the extent of your exposure to risk. You should also carefully consider whether, and be satisfied, the transactions are suitable for you in light of your circumstances and financial position and familiarise yourself with the risk of trading prior to entering into these terms. 

1. INTRODUCTION 

1.1. This Client Trading Master Agreement (the “Agreement”) is entered into between FIVEWEST OTC DESK (PTY) LTD. having its principal place of business as described on the signature page, (“FIVEWEST OTC DESK ”) and you having your principal place of business as described on the signature page. Hereinafter referred to as the “Client”, and collectively with FIVEWEST OTC DESK, the “Parties”. 

1.2. FIVEWEST OTC DESK anticipates entering one or more deliverable transactions and/or over the-counter transactions with you, relating to Digital Assets from time to time, on a Settlement Date, in exchange for Fiat Currency and vice versa. 

1.3. All Transactions are entered into in reliance on the fact that this Master Agreement, the Risk Disclosure Statement, and all Confirmations, will together form a single agreement between you and us (collectively referred to as this 'Agreement'), and that neither we nor you would otherwise enter into any Transactions. 

1.4. The specific terms of each Transaction shall be recorded in an Order (as defined below), which shall be governed by the general terms and conditions contained in this Master Agreement. 

1.5. The Parties agree as follows. 

2. DEFINITIONS 

The headings of the clauses in this Agreement shall not be used in the interpretation of, nor modify nor amplify the terms of this Agreement, nor any clause of this Agreement. Unless a contrary intention clearly appears: 

2.1. words importing: 

2.1.1. any gender includes all genders. 

2.1.2. the singular includes the plural and vice versa; and 

2.1.3. natural persons include incorporated entities and the state and vice versa. 

2.2. The following terms have the meanings assigned to them in this clause namely:

2.2.1. “Accepted Order Confirmation” shall mean an email acceptance issued by a duly authorized representative of FIVEWEST OTC DESK confirming the order will take place. 

2.2.2. “Aggregate Purchase or Sale Price” shall mean and be equal to: (the number of Digital Assets to be purchased under an order (the “Purchased or Sold Digital assets”)) x (the price per purchased Digital Asset (the “Digital Asset Price”)). 

2.2.3. “Digital Assets” shall mean a type of digital currency in which encryption techniques are used to regulate the generation, and to verify the transfer of units of the currency, operating independently of a central bank. 

2.2.4. “Foreign Bank” shall mean an organization that (i) is organized under the laws of a country other than South Africa, (ii) engages in the business of banking, (iii) is recognized as a bank by the bank supervisory or monetary authority of the country of its organization or principal banking operations, (iv) receives deposits to a substantial extent in the regular course of its business, and (v) has the power to accept demand deposits. 

2.2.5. “Non-Cooperative Jurisdiction” shall mean 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 (“FATF”). See http://www.fatf-gafi.org for FATF’s list of non cooperative countries and territories 

2.2.6 Anti-money laundering and Counter Terrorism Financing (AML/CTF) 

shall mean the activities financial institutions/service providers perform 

to achieve compliance with legal requirements to actively monitor for and 

report suspicious activities. 

2.2.7. “Person” shall mean any individual, corporation, partnership, association, limited liability company, trust, estate or other entity, either individually or collectively. 

2.2.8. “Order” shall mean a confirmation message WhatsApp, Telegram or Slack, from the Client sent to FIVEWEST OTC DESK setting forth, among other things, the following significant terms of an order: Digital Assets, Coin Price, the Aggregate Purchase or Sale Price, the Payment Date and the Wire Proof posted by Client. 

2.2.9. “Settlement Date” shall mean the date on which the right, title and interest in the Purchased Digital Assets shall transfer from FIVEWEST OTC DESK to Client as set forth in the Accepted Order Confirmation. 

2.2.10. “Trading Group” shall mean either a Whatsapp, Telegram or Slack group, created by FIVEWEST OTC DESK, and to which the Client will be added, in order to carry out the trade. 

2.2.11. 'Quote” shall mean the quoted price that FIVEWEST OTC DESK provides to the Client for either a Digital Asset settlement or a Fiat settlement for a trade that the Client wishes to carry out with FIVEWEST OTC DESK and shall be a reasonable estimate of the final quote that will be given after funds are received. 

2.2.2. “Aggregate Purchase or Sale Price” shall mean and be equal to: (the number of Digital Assets to be purchased under an order (the “Purchased or Sold Digital assets”)) x (the price per purchased Digital Asset (the “Digital Asset Price”)). 

2.2.3. “Digital Assets” shall mean a type of digital currency in which encryption techniques are used to regulate the generation, and to verify the transfer of units of the currency, operating independently of a central bank.

2.2.4. “Foreign Bank” shall mean an organization that (i) is organized under the laws of a country other than South Africa, (ii) engages in the business of banking, (iii) is recognized as a bank by the bank supervisory or monetary authority of the country of its organization or principal banking operations, (iv) receives deposits to a substantial extent in the regular course of its business, and (v) has the power to accept demand deposits. 

2.2.5. “Non-Cooperative Jurisdiction” shall mean 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 (“FATF”). See http://www.fatf-gafi.org for FATF’s list of non cooperative countries and territories 

2.2.6 Anti-money laundering and Counter Terrorism Financing (AML/CTF) 

shall mean the activities financial institutions/service providers perform 

to achieve compliance with legal requirements to actively monitor for and 

report suspicious activities. 

2.2.7. “Person” shall mean any individual, corporation, partnership, association, limited liability company, trust, estate or other entity, either individually or collectively. 

2.2.8. “Order” shall mean a confirmation message WhatsApp, Telegram or Slack, from the Client sent to FIVEWEST OTC DESK setting forth, among other things, the following significant terms of an order: Digital Assets, Coin Price, the Aggregate Purchase or Sale Price, the Payment Date and the Wire Proof posted by Client. 

2.2.9. “Settlement Date” shall mean the date on which the right, title and interest in the Purchased Digital Assets shall transfer from FIVEWEST OTC DESK to Client as set forth in the Accepted Order Confirmation. 

2.2.10. “Trading Group” shall mean either a Whatsapp, Telegram or Slack group, created by FIVEWEST OTC DESK, and to which the Client will be added, in order to carry out the trade. 

2.2.11. Quote” shall mean the quoted price that FIVEWEST OTC DESK provides to the Client for either a Digital Asset settlement or a Fiat settlement for a trade that the Client wishes to carry out with FIVEWEST OTC DESK and shall be a reasonable estimate of the final quote that will be given after funds are received. 

3. INSTRUCTIONS AND CORRESPONDENCE 

Any oral or written instructions received by us in respect of any Transaction and identified as to proper authority to our satisfaction shall be deemed to be your proper and duly authorised instructions and shall be binding on you, and we shall not be liable for acting upon such instructions even if such instructions contain an error or are not authentic or duly authorised. 

4. SALE AND PURCHASE PROCESS 

4.1. Quote: 

4.1.1. Is the quoted price that FIVEWEST OTC DESK provides to the Client for either a Digital Asset settlement or a Fiat settlement for a trade that the Client wishes to carry out with FIVEWEST OTC DESK and shall be a reasonable estimate of the final quote that will be given after funds are received.

4.1.2. The Quote will become an order sent for processing and acceptance to FIVEWEST OTC DESK if the Client’s account has sufficient funds to settle the Quote. 

ACCEPTANCE OF AN ORDER CONFIRMATION (“ACCEPTED ORDER CONFIRMATION”) IS IN FIVEWEST OTC DESK’S SOLE AND ABSOLUTE DISCRETION AND WITHOUT SUCH ACCEPTANCE THERE SHALL BE NO OBLIGATIONS UPON THE PARTIES WHATSOEVER ARISING HERE UNDER OR RELATED HERETO INCLUDING, WITHOUT LIMITATION, TO ENTER INTO DISCUSSIONS OR NEGOTIATIONS WITH RESPECT THERETO. IF FIVEWEST OTC DESK SHALL FAIL TO ISSUE AN ACCEPTED ORDER CONFIRMATION ON THE SAME DATE AS THE DATE OF AN ORDER, SUCH ORDER SHALL BE DEEMED REJECTED, AND CLIENTS’ FUNDS RETURNED TO CLIENT ACCOUNT, IF ANY. 

FOR EACH ORDER THAT FIVEWEST OTC DESK HAS ISSUED AN ACCEPTED ORDER CONFIRMATION FOR, THE FOLLOWING TERMS AND CONDITIONS SHALL APPLY: 

4.2. On the Settlement Date, 

4.2.1. Digital Asset settlements: FIVEWEST OTC DESK shall hereby sell, transfer and deliver the Purchased Digital Assets, and its rights, title and interests therein, to Client pursuant to Clause 

4.2. and Purchaser shall hereby purchase all of FIVEWEST OTC DESK’s right, title and interest in and to each of the Purchased Digital Assets from FIVEWEST OTC DESK for the Coin Price. 

4.2.2. Fiat settlements: FIVEWEST OTC DESK shall hereby transfer and deliver the Fiat currency at a rate which has been quoted within 24 hours of such quote, or as close thereto. 

4.3. On the Settlement Date, FIVEWEST OTC DESK shall, or shall direct its agents or designees to, initiate a transaction to transfer the Purchased Digital Assets or Fiat Value to Client's location, wallet or storage device designated in the trading group to which the Client is assigned. 

4.4. Payment of the Aggregate Purchase Price. Client shall pay the Aggregate Purchase Price for the Purchased Digital Assets, each as set forth in the Order, by bank transfer or debiting the Client’s FIVEWEST OTC DESK Account (pursuant to the terms set forth in Clause 4.3.1.), prior to receiving the Accepted Order Confirmation. 

4.4.1. The Aggregate Purchase Price will be deducted from the Client’s FIVEWEST OTC DESK Account, or if insufficient funds the Client will need to fund its FIVEWEST OTC DESK account via a bank transfer and provide FIVEWEST OTC DESK with written confirmation from such bank of timely initiation of such wire that includes sufficient information for such wire to be tracked by the recipient bank. 

5. REPRESENTATIONS AND WARRANTIES 

On entry into this Agreement, you make the following representations and warranties (each of which will be deemed to be repeated by you each time you enter into a Transaction): 

5.1. Private Individual. If you are a private individual, you are at least 18 years of age, of sound mind and have full capacity to enter into this Agreement. 

5.2. Understanding of Risk. You have read and understood the Risk Disclosure Statement, and you understand and are prepared to accept the degree of risk involved in the entry into Transactions under this Agreement; in particular, you understand the nature of the Transactions contemplated under this Agreement and that such Transactions are subject to complex risks which may arise without warning and may result in substantial losses.

5.3. Corporate Status. If you are a company or organisation, you are duly organised and validly existing under the laws of the jurisdiction of your organisation or incorporation and, if relevant under such laws, you are in good standing. 

5.4. Non-Reliance. Except where expressly agreed otherwise you are acting for your own account and have made your own independent decisions to enter into this Agreement and as to whether this Agreement is appropriate or proper for you based upon your own judgment and upon advice from such advisers as you have deemed necessary. No communication (written or oral) received from or produced by us will be deemed to be an assurance or guarantee as to the expected results of any Transaction. 

5.5. Assessment and understanding. You are capable of assessing the merits of and understanding (whether on your own or through independent professional advice), and understand and accept the terms, conditions and risks of this Agreement. You are also capable of assuming and assume the risks of this Agreement. 

5.6. No Breach. The performance of any of your obligations under this Agreement will not violate: 

5.6.1 any law, regulation, decree or legal restriction, tax regulation or obligation, or any order or judgment of any court or other agency of government applicable to 

you or any of your assets; 

5.6.2 (if you are a company or corporation) any provision of your constitutional documents; or 5.6.3 the terms of any material agreement to which you or any of your assets is subject. 

5.7. Binding Obligations. This Agreement and each Transaction constitute your legal, valid and binding obligations enforceable in accordance with their terms (subject to applicable bankruptcy, reorganisation, insolvency or similar laws affecting creditors' rights generally and subject, as to enforceability, to equitable principles of general application). 

5.8. Status of Information. All information supplied by you in connection with this Agreement and each Transaction is true, complete and accurate in all respects. 

5.9. Power and Capacity The transactions contemplated by this Agreement and each Transaction are within your powers and capacity. 

6. FEES AND COSTS 

6.1 Charges, commissions or fees may be included in the price or rate for the Transactions quoted to you or which are concluded with you 

6.2 All costs and expenses (including legal costs) incurred by us in connection with the preservation, protection, or enforcement of our rights in connection with this Agreement shall be reimbursed by you upon our demand. 

7. CONFIDENTIALITY 

7.1 Each party shall at all times keep confidential and shall not disclose to any third party any information of a confidential nature acquired in connection with this Agreement, any Transactions, or the performance of our obligations thereunder, except:

(a) to our respective professional advisers (provided they are bound by an equivalent duty of confidentiality); 

(b) as required by Applicable Regulation or under the compulsion of law or by request of any regulatory, government or law enforcement agencies in any jurisdiction; or 

(c) to the extent that the confidential information is in or lawfully comes into the public domain other than by breach of this clause. 

7.2 We shall have the right to disclose your confidential information to our Affiliates, or a third party such as an intermediary or clearing house, provided such disclosure is necessary in order to facilitate the performance of our obligations under this Agreement. 

7.3 We shall have the right to disclose your confidential information to all regulatory and law enforcement requests, provided such disclosure is necessary in order to facilitate the performance of our AML/CTF obligations. 

8. LIMITATION OF LIABILITY 

FIVEWEST OTC DESK shall not be liable, whether based in contract or tort (including negligence), for incidental, consequential, special, punitive or indirect damages of any kind (including loss of revenue or profits, loss of business, loss of information or data, or other financial loss) arising out of or in connection with the sale and transfer of Digital Assets hereunder; nor shall FIVEWEST OTC DESK be liable for any of the damages set forth above or for any other damage whatsoever including, without limitation, direct damages, whether based in contract or tort (including negligence) due to change or diminution in value of the purchased or sold Digital Assets including any such change or diminution prior to payment of the aggregate purchase or sale price or due to client’s failure to comply with the representations and warranties set forth in this agreement, even if FIVEWEST OTC DESK L has been advised of the possibility of such damages. Should FIVEWEST OTC DESK fail to perform its obligations hereunder, FIVEWEST OTC DESK ’s aggregate liability for monetary damages shall not exceed the amounts paid by Client for the purchased Digital Assets. 

9. INDEMNITY 

The Client unconditionally and irrevocably indemnifies and holds FIVEWEST OTC DESK (including its directors, agents, contractors and service providers, in whose favour this constitutes a third party stipulation capable of acceptance in writing at any time) harmless against all and any loss, liability, actions, suites, proceedings, costs, demands and damages of all and every kind, (including direct, indirect, special or consequential damages), and whether in an action based on contract, negligence or any other action, arising out of or in connection with any breach of this Agreement by the Client, including (without limitation) the breach of any warranty given by the Client. 

10. TERM 

This Agreement shall remain in full force and effect until terminated by either Party upon thirty (30) days prior written notice to the other. Provided, however, that either Party may immediately terminate this Agreement if there is a material breach that is not capable of being cured within ten (10) days from written notice of such breach. Otherwise, in case of a material breach that is capable of being cured, this Agreement shall automatically terminate without any further action or notice required if such breach has not been remedied upon expiration of such 10-day period.

11. GOVERNING LAW AND SUBMISSION TO JURISDICTION 

11.1 This Agreement and any matter arising from this Agreement shall be governed by and interpreted in accordance with the laws of the Republic of South Africa, subject to any mandatory provisions of Applicable Law of the Client’s place of residence. 

11.2 Any dispute arising from or in connection with this Contract shall be finally resolved in accordance with the Rules of the Arbitration Foundation of Southern Africa by a sole arbitrator appointed by the parties failing which the appointment shall be made by the Foundation after 10 business days of Parties inability to appoint the sole arbitrator. 

11.3 Notwithstanding clause 11.2, the aggrieved party may at its sole discretion approach a court with competent jurisdiction within South Africa for the final resolution of the dispute. 

12. GENERAL 

12.1 Entire Agreement: These Terms of Service constitute the entire agreement between the Parties to it and supersedes any prior agreement or arrangement in respect of its subject matter and: 

12.1.1 neither the Client nor FIVEWEST OTC DESK have entered into these Terms of Service in reliance upon, and will have no remedy in respect of, any misrepresentation, representation or statement which is not expressly set out in this Agreement. 

12.1.2 the only remedies available for any misrepresentation or breach of any representation or statement which was made prior to entry into this Agreement, and which is expressly set out in this Agreement will be for breach of contract; 

and 

12.1.3 nothing in this Agreement will be interpreted or construed as limiting or excluding the liability of any person for fraud or fraudulent misrepresentation. 

12.2 Any provision in this Agreement, which is or may become illegal, invalid or unenforceable in any jurisdiction affected by this Agreement shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability and shall be severed from the balance of this Agreement, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. 

12.3 Relationship. The relationship between FIVEWEST OTC DESK and Client established by this Agreement is that of independent contractors. Neither Party has the power to control or direct the other Party's activities, to make any decisions on behalf of the other Party, or to act on behalf of or obligate the other Party in any way. 

12.4 Costs. Each Party shall be responsible for any fees, costs, and expenses it incurs in connection with the negotiation, preparation and execution of this Agreement. 

12.5 NO MODIFICATION UNLESS IN WRITING. No modification of this Agreement shall be valid unless in writing and agreed upon by both Parties.