These Terms of Service constitute a legally binding agreement between you or your designated, authorised representative (“you” or “your”) and  FiveWest OTC Desk Pty Ltd and its affiliates (“FiveWest”, “we”, “our'' and “us”). The Terms govern your use of FiveWest Services made available to you through the Portal or otherwise. By accessing FiveWest’s Site, registering a FiveWest Account, accessing the FiveWest Portal and/or using the FiveWest Services, you agree that you have read, understood and accepted these Terms together with any additional documents or terms, referred to in these Terms. You acknowledge and agree that you will be bound by and will comply with these Terms, as updated and amended from time to time. If you do not understand and accept these Terms in their entirety, you should not register for a FiveWest account or access or use the Portal or any FiveWest Service.  

1. Additional Documents

1. These Terms refer to a number of additional documents which also apply to your use of the FiveWest Services. This includes:

1. Our Privacy Notice, which details the terms on which FiveWest collects, uses and processes Personal Information and the safety precautions implemented to protect your Personal Information;
2. Our Risk Warning, which sets out important information on the risks of utilising FiveWest’s Services;
3. API Documentation, which sets out the process for obtaining the FiveWest API Keys and Secrets, as well as details about all the APIs that you can have access to;  and
4. Product Terms, which set out additional terms and conditions that will apply to your use of specific FiveWest Services:

5. Product Terms are only applicable to you and binding on you in respect of the FiveWest Service that you utilise.
6. Any ancillary agreement signed by you and FiveWest must be read in conjunction with these Terms.
7. You acknowledge that you will be bound by, and agree that you will comply with the Additional Documents, including the Product Terms that apply to your use of the FiveWest Service applicable to you.  

2. Eligibility

1. In order to register for a FiveWest Account and use the FiveWest Services, you must:

1. be an individual, corporation, legal person, entity or other organisation with full power, authority and capacity to access and use the FiveWest Services and to enter into and comply with your obligations under these Terms;
2. if you are an individual, be at least 18 (eighteen) years or older;
3. if you act as an authorised representative of a legal entity, and enter into these Terms on their behalf, you must be duly authorised to act on behalf of and bind such legal entity for the purposes of entering into these Terms;
4. not be dealing with or providing services and/or products directly to any Prohibited Countries or Prohibited Industries which can be found in FiveWest’s Information Centre and may be updated from time to time;
5. not be in a jurisdiction specified in the Prohibited Countries where it would be illegal under the applicable law for you to access or use the FiveWest Services, or cause us or any third party to contravene any applicable law;
6. be approved on the FiveWest Portal and/or comply with any additional Compliance Policies implemented by FiveWest;
7. maintain your FiveWest Account by complying with any Compliance Policies implemented by FiveWest.  

2. FiveWest may amend our eligibility criteria at any time in our sole discretion.

3. Creating and Maintaining a FiveWest Account

1. You will be required to create and maintain a FiveWest Account in order to access the FiveWest Services and/or the FiveWest Portal.
2. FiveWest Accounts are activated at our absolute discretion. We reserve the right to refuse any application for a FiveWest Account without reason or to limit the number of FiveWest Accounts that you may hold.
3. By opening a FiveWest account you agree that:

1. where you are an individual user, you will use your FiveWest Account only for yourself and not on behalf or for any third party, unless you have obtained our prior written consent to do so; and
2. where you are a business user, your Authorised Individual/s will use the FiveWest Account only for the benefit of the business and not on behalf of any third party, unless prior written consent and authorisation has been obtained.

4. You are solely responsible for all activity on your FiveWest Account.
5. FiveWest upholds the highest standards of Know Your Customer (KYC) and Know Your Business (KYB) processes. We are committed to combating fraud, money laundering, and terrorist financing. To meet these standards and comply with the applicable laws and FiveWest’s Compliance Policies, you will be required to:

1. Verify your identity and/or business by providing documentation and personal information when creating a FiveWest Account or using the FiveWest Services;
2. Provide any additional and information or documentation that we may reasonably request at any stage of the business relationship;
3. Complete an annual compliance re-verification;
4. Complete additional due diligence questions as required by FiveWest at any stage of the business relationship;
5. provide information or supporting documentation relating to any transaction, deposit, or withdrawal made through your FiveWest account. Such requests will be reasonable and for the purposes of complying with applicable laws, regulatory obligations, risk management requirements, or FiveWest’s Compliance Policies. Where your client funds are being transacted through FiveWest, this may include obtaining and providing the KYC/KYB information or documentation that you have collected from your clients.

6. Failure to provide requested information, or providing information that does not meet our Compliance Policies, may result in the suspension or termination of your FiveWest Account. FiveWest reserves the right to suspend or terminate its business relationship with you at any time for non-compliance with its Compliance Policies.
7. You represent and warrant that any and all information and documentation provided is true, accurate, legitimate and not misleading or falsified in any respect. It is your responsibility to immediately notify FiveWest if any of your information needs to be updated and changed.
8. You are required to ensure that your information and documentation remain accurate and up to date at all times. This includes updating your FiveWest Profile on the FiveWest Portal on a regular basis or whenever there are changes to your information or upon the reasonable request of FiveWest.
9.  You acknowledge and agree that FiveWest may utilise third-party service providers and/or third-party software to assist with the Know Your Customer/Business (KYC/KYB) process and to perform additional due diligence checks as required. Your information may be shared with or inputted into such third-party systems strictly for these purposes, in accordance with applicable law and FiveWest’s Privacy Notice. By creating a FiveWest Account, you consent to such use and processing of your information.
10. You can review our Privacy Notice to have more information about how your personal information is reviewed, processed and stored.

4. FiveWest Wallet and SubWallet Functionality

1. When you create a FiveWest Account, a Wallet will be created and allocated to you. To access and use FiveWest Services, you may be required to deposit supported fiat currency or crypto assets (including stablecoins), which will then reflect in your FiveWest Wallet. The FiveWest Wallet is linked to FiveWest’s designated Client Bank Account or the Ceffu Platform. Through the Wallet, you can deposit, hold, and manage supported fiat and crypto assets as determined acceptable by FiveWest from time to time.
2. After successfully creating a FiveWest Account, you will be permitted to use the following Wallet functionalities:

1. Deposits - Deposit supported fiat and/or crypto assets (including stablecoins) into your FiveWest Wallet, as may be accepted by FiveWest from time to time;
2. Balance Tracking - View and monitor the balances of your FiveWest Wallet.
3. Withdrawals -

1. Withdraw fiat funds to your nominated and approved bank account; or
2. Convert crypto assets held in your FiveWest Wallet into fiat and withdraw to your nominated bank account; or
3. Withdraw crypto assets to your nominated and whitelisted wallet address.

4. Statements - Download statements of your FiveWest Wallet activity.
5. Additional Features - Access any other functionalities made available by FiveWest from time to time, as set forth and updated on the FiveWest Portal or Site.

3. FiveWest provides custody of crypto assets through the Ceffu platform, which operates as an institutional-grade custody and liquidity solution. Ceffu implements multi-layered security measures, including cold storage, strong authentication protocols, encryption, and Multi-Party Computation (“MPC”) technology. MPC ensures that private keys controlling client assets are never stored in full, exposed, or held by any single party. Crypto asset transactions are authorised only through secure computation of key shares, thereby eliminating any single point of failure.
4. All funds deposited or held with FiveWest will be managed in accordance with applicable law and FiveWest’s Compliance Policies. South African Rand (“ZAR”) deposits will be held in a segregated FiveWest Client Account, separate from FiveWest’s own funds, with a licensed and registered banking partner. Crypto assets will be stored with Ceffu, an institutional-grade custody provider, in segregated wallets on behalf of FiveWest and for your benefit. FiveWest maintains contractual relationships with both its banking partner and Ceffu and holds obligations to ensure proper management and security.
5. Subwallet Functionality

1. You may request, access, and use the SubWallet functionality via the FiveWest Portal or through the FiveWest Wallet API, subject to the applicable law, FiveWest’s Compliance Policies, and any additional terms specified by FiveWest.
2. SubWallets are secondary digital wallets linked to your main FiveWest Wallet with the intended purpose to allow you to segment, manage, and track funds for different purposes.
3. There are two types of SubWallets:

1. Crypto and Fiat SubWallets:

1. These SubWallets support both crypto and fiat deposits and are available upon request and by emailing FiveWest Support.
2. A base creation fee of USD 0.50 per Subwallet will be charged to your FiveWest Wallet (main Wallet) at the time of provisioning. This fee is subject to change.

2. Fiat Only SubWallets:

1. These SubWallets may only receive fiat deposits but may be used to trade into.
2. There is no fee applicable to create these Subwallets.

4. When you access the SubWallet functionality through the Wallet API, you must comply with all the API documentation, technical requirements, usage limits and security protocols as published and updated from FiveWest from time to time. FiveWest reserves the right to suspend or restrict API access at its reasonable discretion.
5. FiveWest reserves the right to enquire about the activity of any sub-wallet, including whether such sub-wallet is linked to an individual or an entity, to establish ownership, and to request additional information or documentation in accordance with its Compliance Policies.

5. Deposits and Withdrawals

1. Deposits

1. ZAR (Rand) Deposits

1. A unique reference code will be created and assigned to you once your FiveWest Account has been approved.
2. It is your responsibility to ensure that you utilise the correct reference code provided to you on the FiveWest Portal, alternatively provided by an authorised employee of FiveWest, when you deposit fiat into FiveWest’s nominated client account which will be allocated to your FiveWest Wallet. Utilising the correct reference code will ensure that the fiat is correctly allocated to you. Once a deposit has been made, proof of payment can be sent to [email protected], however this is not a requirement for the allocation of funds to your FiveWest Wallet.
3. You are solely responsible for ensuring that the correct reference code is used when making any fiat deposit. FiveWest shall not be liable for, and you hereby indemnify and hold FiveWest harmless against, any loss, delay, or misallocation of funds arising from your failure to enter the correct reference code.
4. All deposits, provided the correct reference code has been used, will be allocated to your FiveWest Wallet within two (2) business days. In the event that an incorrect reference code is used, it is your responsibility to contact FiveWest immediately at [email protected] and [email protected] in order to resolve the issue.
5. FiveWest’s bank account details can be found on the FiveWest Portal. FiveWest shall not be held liable in the event that you deposit funds into the wrong account. It is your sole responsibility to ensure that the account details used for any payment or deposit correspond exactly with those provided on the FiveWest Portal. FiveWest will not be responsible or liable for any loss, delay, misappropriation, or non-allocation of funds resulting from the use of incorrect, incomplete, outdated, or unauthorised account details, including any details provided to you by third parties. Only funds received into an official FiveWest account, as reflected on the Portal or sent by a FiveWest authorised employee, will be deemed validly received by FiveWest.
6. Deposits viaPayFast:

1. By utilising Payfast as an approved payment gateway in order to deposit Rands into your FiveWest Account, it is imperative that you take note of the following:

1. Payments can be made via Visa, Mastercard, Diners or American Express Cards or by bank transfer into FiveWest’s nominated bank account which details are provided on the FiveWest Portal.
2. Card transactions will be acquired for FiveWest via Payfast by Network who are the approved payment gateway for all South African acquiring banks. Payfast by Network uses the strictest form of encryption, namely Secure Socket Layer 3 (SSL3) and no Card details are stored on the website. Users may go to https://payfast.io/ to view their security certificate and security policy.
3. Client details will be stored by FiveWest separately from card details which are entered by the client on Payfast by Network’s secure site.
4. Payfast’s Privacy Policy must be read in conjunction with FiveWest’s Privacy Policy. Payfast’s Privacy Policy may be accessed on https://payfast.io/privacy-policy/ 

2. Deposits in Crypto Assets

1. To deposit crypto assets into your FiveWest Account, you must first whitelist the wallet address from which you will be sending funds via the FiveWest Portal. Only funds sent from a whitelisted wallet address will be accepted. The requirement to whitelist your wallet address is implemented in accordance with the Financial Intelligence Centre’s Directive 9 (the “Travel Rule”) and is mandatory to ensure compliance with applicable regulatory obligations.
2. You acknowledge and agree that all transfers of Crypto Assets must be made strictly in accordance with the instructions, wallet addresses, and supported networks specified by FiveWest or on the FiveWest Portal. FiveWest shall not be liable for any loss, delay, or non-receipt of funds arising from (i) transfers of crypto assets to an incorrect wallet address, (ii) the use of an incorrect or unsupported network, or (iii) the transfer of unsupported crypto assets. In the event that FiveWest, at its sole discretion, elects to assist in the recovery of such funds, the you shall be solely responsible for any and all recovery fees, costs, or charges incurred in connection therewith. FiveWest makes no guarantee that any such recovery will be successful.

2. Withdrawals

1. Withdrawal to a ZAR (Rand) Bank Account

1. Upon receiving your written instruction or an instruction submitted through the FiveWest Portal, FiveWest will process a withdrawal of the requested amount into the nominated bank account held in your name or in the name of the relevant legal entity that has onboarded with FiveWest.
2. If you wish to withdraw funds from your FiveWest Account to a bank account not held in your name, such withdrawal may be permitted, provided that the instruction is submitted in writing or through the FiveWest Portal. FiveWest reserves the right to request additional information or documentation relating to the withdrawal into a third-party account, either before, during, or after the transaction. You must provide such information or documentation within a reasonable time.
3. FiveWest shall not be held liable for any unauthorised access to your Account, nor for any withdrawal instructions submitted by a third party pursuant to such access, where such access resulted from your actions or omissions, provided that such unauthorised access was not caused by any act or omission of FiveWest.
4. FiveWest will process withdrawals based on the information and documentation provided by you. FiveWest shall not be held liable for any loss or delay resulting from erroneous, incorrect, or incomplete withdrawal instructions submitted by you.

2. Withdrawal of crypto assets to a Wallet Address

1. In accordance with Directive 9 and the Travel Rule, you will be required to whitelist your or a third party’s wallet address in order for withdrawals to be paid into your wallet address.
2. FiveWest shall not be liable for any loss, delay, or non-receipt of funds arising from (i) transfers of crypto assets to an incorrect wallet address, (ii) the use of an incorrect or unsupported network, or (iii) the transfer of unsupported crypto assets, provided that FiveWest at all times was acting upon written instruction by you. In the event that FiveWest, at its sole discretion, elects to assist in the recovery of such funds, the you shall be solely responsible for any and all recovery fees, costs, or charges incurred in connection therewith. FiveWest makes no guarantee that any such recovery will be successful.

3. FiveWest shall endeavor to process all withdrawal requests within two (2) business days. However, this timeframe is not guaranteed, and you hereby indemnify and hold FiveWest harmless against any loss, claim, or liability arising from delays in the processing or settlement of withdrawals.
4. In exceptional circumstances, and at FiveWest’s sole discretion, withdrawal requests may be expedited upon specific arrangement and approval.
5. All withdrawals are subject to standard banking hours. While FiveWest reserves the right, at its discretion, to process fiat or crypto asset withdrawals outside of banking hours, no assurance is given that such processing will occur, and FiveWest shall not be liable for any failure to act upon a withdrawal request outside of banking hours.

3. You acknowledge that due to the irreversible nature of blockchain technology, some transactions in your account cannot be canceled or reversed once initiated. If you send funds or digital assets to the wrong wallet address, or if you make deposits or transfers through an unsupported network or on the wrong blockchain network, your funds or digital assets may become permanently lost and recovery may be impossible. It is your responsibility to ensure that transactions initiated by you include the correct wallet address, are initiated on a network supported by FiveWest and are made on the correct blockchain network.

6. Custody of Funds

1. Custody of ZAR (Rands)

1. All funds deposited into FiveWest’s Account will remain the FiveWest’s Client Account with a licensed bank.
2. The funds are segregated.
3. FiveWest is audited on all client funds every financial year.
4. South African Rand (“ZAR”) deposits will be held in a segregated FiveWest Client Account, separate from FiveWest’s own funds, with a licensed and registered banking partner.

2. Custody of Crypto Assets

1. FiveWest’s custody services are fully integrated into the CH Europe Digital Solution sp. z o.o.(hereinafter referred to as “Ceffu”) Platform, ensuring that you benefit from a security infrastructure purpose built for institutional digital asset management.
2. Ceffu operates as a fully compliant, institutional grade custody or liquidity platform that meets recognised security and operational standards, including ISO/IEC 27001 and ISO/IEC 27701 certifications for information security and privacy, as well as SOC 1 and SOC2 (Type I and Type II) attestations for control frameworks and operational integrity.
3. Wallets on the Ceffu Platform are powered by Mult-Party Computation and policy driven transaction approval frameworks, allowing FiveWest to define customised multi-approval schemes and internal controls.
4. The core security function is the protection of private keys and through its implementation of advanced multi-party computation, Ceffu ensures that the private keys are never exposed, stored in full, or held by any single party.
5. Multi-party computation cryptographically divides a single private key into multiple encrypted shares, distributed across independent parties. Transactions are authorised only through a secure computation process that combines these shares without reconstructing the original key. Importantly, no individual party can independently access or act on the key, thereby eliminating any single point of failure.
6. FiveWest undertakes to treat its access credentials as confidential information and to not disclose such information to any third party. In addition, FiveWest is responsible for taking the necessary security measures to protect our Ceffu Account information.
7. FiveWest will ensure that the electronic device through which Ceffu is accessed or integrated with is safe and maintains adequate security and control of any and all security details required to access the services.
8. FiveWest will strictly abide by all mechanisms and procedures of Ceffu regarding security and authentication.
9. Ceffu does not guarantee that their services will be available without interruption, nor do they guarantee that transactions will be accessible at all times. Although FiveWest does not have control over Ceffu’s infrastructure, FiveWest undertakes to use all reasonable efforts to minimise disruptions and restore access promptly where interruptions occur.
10. FiveWest undertakes to comply with the requirements set forth in the terms of Ceffu, as well as any guidelines issued by Ceffu from time to time.

3. FiveWest maintains contractual relationships with both its banking partner and Ceffu and holds obligations to ensure proper management and security.

7. Funds received in error  or incorrect allocation

1. In the event of the inadvertent receipt of any funds (whether in fiat or crypto assets) in your FiveWest Wallet, into your bank account, or into any wallet address due to any type of error, mistake, or incorrect allocation (including but not limited to the misapplication of deposits, transfers, settlements, or internal ledgering errors), you explicitly acknowledge and agree that you possess no legal entitlement to such funds or any associated benefits.
2. Upon becoming aware of any such erroneously received or incorrectly allocated funds, or upon notification from FiveWest regarding such error or misallocation, you shall return or repay the funds (whether in fiat or crypto assets) within one (1) calendar day of either identifying the error yourself or being notified by FiveWest.
3. FiveWest reserves the right, with notice, to correct any incorrect allocation of funds and to debit your FiveWest Wallet at any time in order to recover funds (whether in fiat or crypto assets) received in error, incorrectly allocated, or otherwise without a valid legal basis. FiveWest may also debit your FiveWest Wallet in respect of any outstanding liabilities owed by you to FiveWest.
4. Should you receive funds in error or as a result of incorrect allocation, and FiveWest debits your FiveWest Wallet or you are otherwise required to repay FiveWest, you hereby indemnify FiveWest and hold it harmless against any loss, claim, cost, or damages suffered by you or any third party as a result of such recovery or correction.
5. To the extent any erroneously received or incorrectly allocated funds cannot be recovered in accordance with this clause, FiveWest may hold you legally accountable for their recovery and reserves the right to take legal action to enforce repayment.

8. Third Party Providers

1. FiveWest may utilise approved third party providers in order to provide you with the FiveWest Services. Such providers may include, but are not limited to, cryptocurrency platforms or exchanges, banking partners, software providers, liquidity providers, and custody/wallet providers. You acknowledge and accept the following:

1. Your Know Your Customer/Business (“KYC/KYB”) information and supporting documentation may be shared to approved third parties, including but not limited to cryptocurrency platforms, exchanges, banking partners. You acknowledge that your KYB/KYC information and documentation may be provided to these third parties, strictly for the purpose of providing you with the Services and in accordance with FiveWest’s Privacy Notice.
2. Due Diligence is conducted by FiveWest on all third party providers to ensure that they meet the necessary regulatory, licensing and operational standards.
3. You may be required to sign additional agreements or accept terms and conditions of these third party providers in order to access certain FiveWest Services.
4. FiveWest is an independent third party and is not affiliated, nor does it control, these third party providers. Accordingly, FiveWest shall not be liable for any losses, damages and liabilities, of any nature suffered by you as a result of any action, omission, insolvency, liquidation, business rescue, restructuring or change in business model of any third party provider. You expressly indemnify and hold FiveWest harmless against any such losses and agree that any claims or disputes must be raised directly with the relevant third party. This indemnification and restriction of liability shall not be applicable in the event FiveWest acted negligently and fraudulently.
5. FiveWest currently engages, among others, the following categories of third-party providers in the provision of the FiveWest Services:

1. KYC/Software Providers – to conduct identity verification, EDD, and compliance checks;
2. Banking Partners – licensed financial institutions in South Africa that facilitate fiat payment processing and settlement;
3. Liquidity Providers – licensed entities within the applicable jurisdiction that provide access to digital asset and fiat liquidity;
4. Custody/Wallet Provider (Ceffu) – to provide secure custody and wallet infrastructure for the safeguarding of digital assets.

9. Account Suspension/Termination

1. FiveWest reserves the right to, at any time restrict, suspend or terminate your FiveWest Account and/or FiveWest Wallet in the event that:

1. FiveWest, in our sole discretion, consider it necessary to carry out further identity verification or compliance checks;
2. If you provide, or it is suspected that you have provided, false or misleading information or refuse to provide information that we require for identity verification or to comply with FiveWest’s Compliance Policies;
3. If we suspect that your FiveWest Account, FiveWest Wallet and/or any FiveWest Service is the subject of an operational or other error, in which case we may be required to suspend access to your FiveWest Account and/FiveWest Wallet until such error is rectified;
4. If your FiveWest Account, FiveWest Wallet and/or a FiveWest Service has been or is being used in relation to any unlawful, fraudulent or prohibited activity or you are in breach of these Terms of Use, Additional Documentation or the Product Terms for a specific FiveWest Service;
5. If we reasonably suspect that your FiveWest Account and/or FiveWest Wallet is or has been associated with, or poses a high risk of, money laundering, financing terrorism, fraud, or any other financial crime;
6. If we reasonably suspect you of taking any action that FiveWest considers to be a circumvention of FiveWest’s controls, including but not limited to opening multiple FiveWest Accounts;
7. If we reasonably suspect your involvement in any attempt to gain unauthorised access to any FiveWest Account;
8. If your transactions or yourself appears to be the subject of any legal, regulatory or government process and/or we, in our sole discretion, consider there to be a heightened risk of legal or regulatory non-compliance;
9. If FiveWest has been compelled to do so by a prima facie valid subpoena, court order, or other binding order of a government or regulatory authority or upon a valid and reasonable request made by a regulatory body;
10. If your name appears on a government or international body sanctions list;
11. If you have breached any of the Terms of Service or Product Terms applicable to a FiveWest Service;
12. If you have breached a term of any Additional Documents;
13. If you do not comply with FiveWest’s Compliance Policies;
14. for any other reasonable reason.
15. You accept and agree that FiveWest is under no obligation to disclose to you the fact of or reason for any decision to restrict, suspend or terminate your FiveWest Account and/or FiveWest Wallet, and shall have no liability to you in connection with the restriction, suspension or termination of yourFiveWest Account.
16. You may terminate your account with FiveWest at any time by providing written notification to FiveWest at [email protected], however FiveWest will retain your information and documentation in accordance with the applicable law for a period of five (5) years.

10. Service Availability and Account Security

1. While FiveWest will use all reasonable efforts to ensure that the Services, Portal and Site operate continuously and without interruption, FiveWest does not provide any warranty or guarantee that access will be uninterrupted, timely, effort free or without data loss. Services may be affected by factors beyond FiveWest’s reasonable control, including but not limited to unplanned outages, network congestion, maintenance or system errors FiveWest will, however, take reasonable steps to minimise disruptions and to restore services as quickly as possible in the event of any interruption.  
2. FiveWest shall not be liable for delays, interruptions, or failures in performance that result directly or indirectly from circumstances outside its reasonable control. Such circumstances include, but are not limited to: acts of God, natural disasters, acts of civil or military authorities, terrorist activity, civil disturbance, war, strikes, labour disputes, fires, pandemics, telecommunications or Internet failures, third-party service provider failures, or equipment/software malfunctions. FiveWest shall not be held liable provided that FiveWest has taken all reasonable steps to prevent and mitigate such loss or damage.
3. FiveWest may, at its sole discretion, suspend trading on any asset or trading pair, including suspensions that may be indefinite. Where reasonably practicable, FiveWest will inform clients in advance or as soon as possible after such suspension.
4. FiveWest is committed to maintaining robust security measures and has implemented industry-standard safeguards to protect the Services, Portal, and Site. In the event of a security breach, FiveWest will act promptly to investigate, mitigate impact, and notify affected clients where required by law
5. You are solely responsible for safeguarding your FiveWest Account credentials, including your username, password, and any additional security measures. You and any Authorised Individual(s) must maintain adequate security and control of your login details at all times. If you know or suspect that your login details have been compromised, or that there has been any unauthorised access to your Account, you must notify FiveWest immediately.
6. Any party with access to your FiveWest Account may be able to utilise Services or issue instructions to FiveWest through the Portal. It is therefore your responsibility to ensure that only Authorised Individuals, or persons with your proper authority, are granted access. FiveWest assumes no liability for any losses or consequences arising from transactions made through your Account, whether by authorised or unauthorised users, unless such loss arises directly from FiveWest’s gross negligence, fraud, or wilful misconduct.

11. Regulatory Changes

1. You acknowledge and agree that access to, or continued use of, the Services may be affected by changes in applicable laws, regulations, governmental policies, or enforcement priorities. These regulatory changes may include, but are not limited to, new legal requirements, updated compliance obligations, restrictions on data usage or transfer, or prohibitions affecting the delivery or operation of certain features or functionalities. As a result,  a third party provider or FiveWest may be required to modify, suspend, or discontinue certain aspects of the Services, either temporarily or permanently, without prior notice or liability. It is your responsibility to remain informed of such regulatory developments and to ensure that your use of the Services remains in full compliance with all applicable legal and regulatory requirements.

12. Travel Rule

1. In accordance with the Financial Intelligence Centre’s Directive 9 on the Travel Rule, FiveWest is obligated to collect, verify, and securely share certain client and transaction information when facilitating crypto asset transfers.
2. The Travel Rule requires FiveWest to obtain identifying information about both the sender (originator) and the receiver (beneficiary) of a crypto transaction and to transmit this information to the receiving service provider.
3. Directive 9 applies to all crypto asset transfers, whether domestic or international, and regardless of the transaction amount. However, the verification requirements vary as follows:

1. Transfers under R5,000.00: Basic information must be collected. Verification is only required if there is suspicion of money laundering or terrorist financing;
2. Transfers of R5,000.00 or more: Full verification is mandatory.

4. Before depositing or withdrawing funds, you are required to whitelist both your bank account and wallet address on the FiveWest Portal.
5. You acknowledge that FiveWest may share your information with approved third parties where necessary for compliance with Directive 9 and in accordance with FiveWest’s Privacy Notice.
6. In order to access and use the Services, you may be required to comply with the Travel Rule and FiveWest’s related policies. Should you be required to comply and choose not to, you acknowledge that FiveWest reserves the right to refuse to facilitate the relevant transaction.

13. Obligations and Liabilities

1. By opening a FiveWest Account and utilising any of the Services or carrying out any transaction, and without prejudice to any other restriction or limitation set out in these Terms, you agree that you and any Authorised Individual/s will not:

1. breach these Terms or any agreement entered into, or in connection with, these Terms, including but not limited to the Product Terms;
2. use FiveWest Services in a manner that violates public interests, public morals or the legitimate interests of others;
3. use FiveWest Services in a manner that will interfere, disrupt, negatively affect, or prevent other users from using FiveWest Services;
4. engage in fraudulent activities, or cause us to suspect that you or any Authorised Individuals have engaged in fraudulent activities and/or Transactions;
5. engage in any activity that is a violation or contravention of the laws of the Republic of South Africa or international laws;
6. provide false, inaccurate or misleading information in connection with your use of the FiveWest Services, in communications with us, or otherwise connected with these Terms.

2. You are solely responsible for determining whether a strategy or any transaction is appropriate for you according to your own personal objectives or the objectives of the legal entity, financial circumstances and risk tolerance and you acknowledge that you are solely responsible for any loss or liability therefrom.
3. You acknowledge and agree that your use of FiveWest’s Services is entirely at your own risk. Accordingly, you assume full responsibility for, and bear all risk of, any loss or damage arising from or relating to such use, provided that such loss or damage does not result from negligence or fraudulent conduct by FiveWest.
4. You warrant and acknowledge that:

1. you are fully acquainted and are aware of the tax consequences arising from your use of the Services, including any tax remittances that you are liable to pay to any receiver of revenue;
2. you are solely responsible for your tax obligations arising from your use of the Services;
3. you are fully acquainted and are aware of any capital or exchange control restrictions arising from your use of the Services, including limitations on exporting capital or rights to capital without the necessary regulatory approval;
4. you will not use or take advantage of the Services to circumvent any capital or exchange control restrictions that you may be subject to.
5. You will provide us:

1. with all necessary co-operation concerning these Terms;
2. with all necessary access to information as may be required by us to provide the Services;
3. ensure that your network and systems comply with any specifications provided by us to you from time to time.

5. Notwithstanding any other clause in these Terms, in no event will FiveWest be responsible or liable to you or any other person or entity for:

1. any direct or indirect losses, including loss of profits, business or opportunities, damages or costs arising out of or in connection with these Terms, including but not limited:

1. any risk identified in the Risk Warning, as updated from time to time;
2. the operation of the protocols underlying any digital asset, their functionality, security or availability;
3. whether backed digital assets hold their value as against any asset, or if the issuer of the backed digital asset holds sufficient reserves in relation to any backed digital asset;
4. FiveWest’s reliance upon information received from you or that result from mistakes, omissions or interruptions;
5. any breach of these Terms of Product Terms;
6. regular or unscheduled maintenance or system error carried out including any service interruption and change resulting from such maintenance including system failure;
7. your inability to use or unavailability to use the Site, Portal or any FiveWest Service;
8. our decision to suspend or reject your application to open a FiveWest Account;
9. any suspension, termination, hold or restriction of access to any FiveWest Account or FiveWest Services;
10. any election by us to support or not support digital assets;
11. any breach of security of your email account or password;
12. losses caused to you by third party fraud or scams.

2. any loss of business, profits, special, punitive, aggravated, incidental or consequential damages whether arising out of or in connection with your FiveWest Account, the Site, the Portal, these Terms, the Product Terms, the Privacy Notice and/or any agreements entered into pursuant to, or in connection with, these Terms or otherwise.

6. In no event shall FiveWest’s total liability (if any) to you for any claim arising out of or as a result of these Terms or the Product Terms applicable exceed (in aggregate) the fees earned by FiveWest in connection with your use of your FiveWest Account in the six month period immediately preceding the event giving rise to the claim for liability.
7.  The above limitations of liability shall not apply in the event that FiveWest is found to have acted negligently, engaged in misconduct, or committed a fraudulent act or omission in the performance or non-performance of its obligations. FiveWest shall also be liable in circumstances where:

1. FiveWest fails to comply with applicable laws, regulations, or directives, including but not limited to anti-money laundering, the Travel Rule, and other financial regulatory requirements.
2. Any act or omission that constitutes gross negligence or reckless disregard for client funds, data, or security.
3. FiveWest knowingly provides false, misleading, or incomplete information that causes loss or damage.
4. FiveWest becomes aware of risks or errors and fails to take reasonable steps to prevent, mitigate, or rectify resulting losses.

14. Standard Fees

1. Fees for services offered by FiveWest may vary depending on the specific services provided by FiveWest. The use of third party payment processor, such as PayFast, may result in  additional charges when depositing utilising this payment gateway
2. All fees will be published in the FiveWest Information Centre.
3. All fees, charges, and pricing terms set forth above are subject to change. FiveWest reserves the right to modify fees at its sole discretion, provided that the no less than 30 days' prior written notice of any such changes. Continued use of the services after the effective date of the revised fees shall constitute acceptance of the new fee structure. If you do not agree to the revised fees, you must not continue to use the Services.

15. Intellectual Property

1. The Intellectual Property of FiveWest shall remain vested in FiveWest.
2. Intellectual Property means any creation of the mind that is recognised and/or capable of being protected by law from use by any other person, whether in terms of South African law or foreign intellectual property law, including but not limited to source code, methodologies, specifications and formulae, procedures, processes, plans, data, diagrams, photographs, know-how, marketing and production techniques and designs, models, systems, reports, statements, templates, products, services, software, software tools, utilities, memoranda, reports, prototypes and computer modeling, trade names, the Domain Names, the Software trade secrets, inventions, trade marks, designs, API and API Documentation, copyrightable works, whether registrable, registered or the subject matter of an application for registration or not; and all statutory intellectual property, including all patents, design and trade mark registrations and copyrighted works, owned by Fivewest or used by the Fivewest in connection with its business.
3. FiveWest grants you a non-exclusive license, limited, non-transferrable, non-sublicensable for the duration of these Terms, or until we suspend or terminate your access to the FiveWest Services, whichever is sooner, to use the FiveWest Intellectual Property, excluding any trademarks, solely as necessary to allow you to receive the FiveWest Services for non-commercial personal or internal business use, in accordance with these Terms. You are prohibited to use FiveWest’s Intellectual Property for resale or commercial purposes and from using FiveWest’s Intellectual Property in any way not expressly authorised by these Terms.
4. You shall have no right to alter, amend, replicate or otherwise use for commercial gain any of the Intellectual Property belonging to FiveWest without the express prior written consent.
5. FiveWest does not transfer any rights to or against FiveWest’s Intellectual Property to you or any third party. All the text, graphics, user interfaces, visual interfaces, photos, sounds, processes, API, computer code, programs, software and content is exclusively owned, controlled and/or licensed by FiveWest.
6. FiveWest reserves the right to amend, modify, update, or otherwise change any Intellectual Property or services associated with the API at its sole discretion.

16. Disclaimer

1. You acknowledge that FiveWest’s Services and any related products or services are offered strictly “as is” and “where available” basis and FiveWest expressly disclaims, and you waive, all warranties of any kind, whether express or implied. Without limiting the generality of the foregoing, FiveWest Service and any related products and services are offered without any warranty.
2. FiveWest reserves the right to record all telephonic conversations.

17. Compliance with Laws

1. It is your responsibility to abide by the laws in relation to the legal usage of FiveWest’s Services in its local jurisdiction as well as other laws and regulations applicable to you. You agree that you are solely responsible for understanding and complying with all laws, rules, regulations and requirements of your jurisdiction that may be applicable to the use of the Service, including but not limited to, those related to taxation, export or import activity or foreign currency transactions.
2. You are solely responsible for determining whether, and to what extent, any taxes apply to any transactions you carry out through FiveWest’s Services and for collecting, reporting and remitting the correct amounts of tax to the appropriate tax authorities.

18. Privacy Notice

1. Please refer to the Privacy Notice to review how FiveWest collects, processes and stores your Personal Information through the FiveWest Site, Portal and through the FiveWest Services.

19. Marketing Material

1. During the term of the business relationship, you authorise Fivewest the right to use names, trade names, trademarks, service marks or copyrighted material for the marketing material of Fivewest. Fivewest undertakes to inform you prior to such usage and you have the right to dispute or reject such authorisation.

20. Disputes and Complaints

1. In the event that there is a dispute or claim, you agree to notify FiveWest in writing within 30 (thirty) days of such complaint or dispute arising.
2. To the maximum extent permissible by law, you agree to waive any right to commence or participate in any class action or other representative action or proceeding against FiveWest and you agree to only bring any dispute or claim in your individual capacity.
3. As a financial service provider, FiveWest is required to maintain an internal complaints resolution system and procedures for those who are not satisfied with FiveWest’s Services rendered and wish to lodge a complaint. Any client who wishes to lodge a complaint in terms of FiveWest’s Complaints Resolution Policy, can email [email protected] and request a copy of the Complaints Resolution Policy in order to lodge a formal complaint.

21. API Documentation

1. Subject to the provisions of these Terms, FiveWest may provide you the non-exclusive, non-transferable, non-assignable, non-sublicensable and revocable authorisation to use FiveWest’s API in accordance with these Terms.
2. FiveWest shall provide you with the following support in respect of the API:

1. notification if there a substantial program change;
2. shall verify and attempt to correct any such error immediately after the date of notification or discovery in order to prevent or mitigate any potential loss which may occur.

3. You agree and undertake not to:

1. use the API in ways other than as specified in these Terms and the Product Terms and associated with the API documentation;
2. distribute, rent, lease, sell, transfer or sublicense the API;
3. use the API in any manner or for any purpose that infringes, abuses, misappropriates or otherwise violates any Intellectual Property or other right of FiveWest or is not used for the intended purpose of the API.

4. You agree that i) the access and use of the API are entirely at your own risk ii) you need to manage your own security control and risk management in order to protect its API usage and iii) you understand and agree that you are responsible for any and all orders, trades and other instructions entered to and through accessing the API.
5. FiveWest is not responsible for any liabilities that you incur as a result of the use of the API or actions you take based on the API.
6. You acknowledge and agree that FiveWest is the sole and exclusive owner of all right, title and interest in and to the API and API Documentation including all Intellectual Property rights relating thereto. FiveWest is entitled to amend or improve the API at any given time.
7. In the event that there are errors in the API, you agree to notify FiveWest and undertake to not take advantage of any errors.
8. The FiveWest API Documentation must be read as if specifically incorporated herein and can be found at https://docs.fivewest.co.za/introduction.

22. General

1. The Terms, together with the applicable Product Terms and Additional Documents constitute the whole agreement between you and us with respect to the FiveWest Services.
2. The Product Terms are only applicable to you in the event that you utilise the FiveWest Service associated with such Product Terms.
3. In the event that additional agreements have been signed with FiveWest in respect of the Services, such agreements must be read in conjunction with the Terms of Use and Additional Documents. If a conflicting clause is present, the clause contained in the separate agreement with FiveWest will prevail.
4. If at any time, any clause or sub-clause of the Terms is or becomes illegal, invalid or unenforceable in any respect, neither the legality, validity or enforceability of the remaining clauses or sub-clauses will in any way be affected or impaired.
5. All clauses and sub-clauses of these Terms, which by their nature extend beyond the expiration or termination of these Terms, will continue to be binding and operate after the termination or expiration of these Terms.
6. You acknowledge that the address provided during the onboarding process shall be deemed as your domicilium citandi et executandi.
7. No delay or omission by us in exercising any right or remedy under the Terms will operate as a waiver of future exercise of that right or remedy or of any other rights or remedies under the Terms or Product Terms. The rights and remedies provided in the Terms and Product Terms are cumulative and not exclusive of any rights or remedies by the applicable laws.
8. These Terms, including the Additional Documents shall be governed by, and construed in accordance with the laws of South Africa.