Table of Content
Platform Terms
1.
Effective Date: 1 July 2024
2.
General
a.
These terms and conditions of use (“Terms”) set out the terms and conditions under which Menden Holdings Ltd. “us”, “we” or “Mansa”), offers you access to and use of the Website and App at https://app.mansafinance.co/ (which, for the avoidance of doubt, includes all subdomains) (“App”).
b.
By clicking on an “I Agree” (or similar) button, or by otherwise accessing or using the Website and App, you agree to be bound by these Terms.
c.
Through the Website, Mansa facilitates access to trade financing solutions, through blockchain technology. Each time you access the App, click any “I agree” (or similar) button or checkbox presented with these Terms, or use any of the services provided by us through the App or Website (“Services”), you are deemed to have read, understood and accepted all of these Terms.
d.
These Terms are to be read in conjunction with (and subject to) any other agreement between yourself and Mansa (including where applicable, any relevant country or product annexes), the Risk Disclosure Statement that you can find the App and Website (including where applicable, any risk disclosure statement in a country or product annex), and any additional terms and conditions that apply at the relevant time. To the extent of any inconsistency with these Terms, the terms of any specific product, service or transaction apply to that product, service or transaction and any matters connected with it.
3.
Access and Accounts
a.
In order to access the App and Website, and to further access services through the App and Website, you must:
i.
create and maintain an account with us (“Account”);
ii.
register an email address to your account (“Registered Email”); and
iii.
complete any other registration requirements, including compliance with our Know Your Customer and/or Anti-Money Laundering policies (“AML/KYC Policies”).
b.
We may issue you with a username and password, or other appropriate log-in details or access method for your Account on the App or Website. You are responsible for keeping your log-in details or access method confidential so that your Account cannot be accessed or used without your permission.
c.
Any monies, whether Digital Currencies, Tokens, Fiat Currencies or other assets that you transfer into the Account will be transferred to us on a title transfer and proprietary basis free from any encumbrance and will not be held by us or any party with whom we may transfer any such monies, Digital Currencies, Fiat Currencies or other assets, in a custodial or sub-custodial basis.
d.
Without prejudice to any other rights, powers or authorities we may have under these Terms, and/or any other agreement or terms and conditions in respect of the Mansa Platform and/or the Services or under law, you hereby agree that we may apply any monies, Digital Currencies, fiat currencies or other assets that you had previously transferred to the Account (and which have not otherwise been applied in respect of any transaction or payment of any fees, costs, charges or other amounts for which you may be responsible in respect of any transaction, the Services or the Mansa Platform) and that any such obligation shall reduce, accordingly, our obligations to transfer to you any such equivalent monies, Digital Currencies, fiat currencies or other assets from the Account upon your request as referenced in sub-paragraph below.
e.
Where under these Terms and/or any other agreement or terms and conditions in respect of the Mansa Platform you are entitled to request the transfer to you (by way of payment, transfer or otherwise) of any monies, Digital Assets, fiat currencies or other assets that you had previously transferred to the Account (and which have not otherwise been applied in respect of any transaction or payment of any fees, costs, charges or other amounts for which you may be responsible in respect of any transaction, the Digital Asset Services or the Mansa Platform) we will transfer to you monies, Digital Assets, fiat currencies or other assets that are equivalent to such monies, Digital Currencies, fiat currencies or other assets that you so transferred to the Account.
f.
You will be responsible for any use of the App and Website (including, for the avoidance of doubt, the Credit Services) by anyone using your log-in details or access method to access the Account, and will be bound by and authorize Mansa to accept and rely upon any agreements, communications, instructions, orders, confirmations, authorisations any other actions (including any actions through the Website) that are made, provided or taken by a person or entity that has access to your Account, whether that access is authorised or unauthorised.
g.
Upon written notice that your Account has been compromised, we will take reasonable steps to suspend the account whilst we investigate and make a determination of such compromise. However, you will be liable for any transactions, access or actions taken before we have taken those steps.
h.
We may, in our sole discretion:
i.
close your Account; or
ii.
suspend your Account,
at any time and without giving reasons or prior notice. You acknowledge that we may or may not be in a position to provide information to you about the reasons for such closure or suspension.
i.
Without limitation to paragraph 3.e, Mansa may close your Account if it exhibits no events or transaction activity for a period equal to or greater than 6 months, including if such lack of events or transaction activity is due to our suspension of your Account under paragraph 3.h.ii. If we intend to exercise our power under this paragraph 3.i, we will contact you using your Registered Email at least 14 days prior to the closure of your Account.
j.
If we choose to exercise our power under paragraph 3.h.i or 3.i, you will have 30 days from the date that your Account is closed to make arrangements for any digital currencies or fiat currencies held 3 in the Account at the time of closure to be transferred. Any Digital Assets or Fiat Currencies remaining in your Account after that period will be forfeited to us to be disposed of or retained by us, in our sole discretion.
4.
Eligible Users
a.
The following are conditions of access to the App and Website, and each time you access the Website you represent and warrant to us that:
i.
If you are an individual, that you are 18 years of age or older, capable of forming a binding contract with us, and under no legal impediment or incapability;
ii.
If you are an authorised representative of a company, that you have authority from that company to access the Website and form a binding agreement with us on behalf of that company;
iii.
you have not previously been suspended or removed from accessing the Website, whether under your Account or otherwise;
iv.
you are not identified as a “Specially Designated National” by the US Office of Foreign Assets Control, or otherwise subject to any sanctions or restrictions which may affect our ability to provide you with Digital Asset Services;
v.
you have the full power and authority to agree to these Terms, and to enter into any transactions or use any service, including the Services, offered by Mansa through the Website;
vi.
you have read the Risk Disclosure Statement prior to entering into any transaction, and that you are solely responsible for your trading or non-trading actions, and have had the opportunity to take any legal, financial, accounting or other advice that you deem appropriate prior to accessing the App and Website or using any of the Services;
vii.
all information and documentation that you have provided to us for the purposes of engaging in digital asset trading is true, accurate and not incomplete or misleading and that if such information or documentation becomes untrue, inaccurate, incomplete or misleading for any reason whatsoever, (whether due to events under your control or not), that you will update us forthwith upon becoming aware that those details are no longer true, accurate, complete and not misleading, including the date upon which the factual correctness of the details changed;
viii.
you will only trade with legally obtained digital assets or fiat currencies that belong to you, and that you have full legal and beneficial title to any such assets at the time you transfer them to us;
ix.
you are not located in, or a resident of, any Restricted Territory (as defined below), and have not used any technical means to misrepresent your geographical location to access the Website from any Restricted Territory; and
x.
you are acting for your own account as principal and not as trustee, agent or otherwise on behalf of any other persons.
b.
Your access to the App and Website and any Services may be restricted based upon your jurisdiction or geographical location. You must not use the Website if you are located in, or a citizen or resident of the United States of America (USA) or any state, country, territory or other jurisdiction in which use of the Website or the Services would be illegal or otherwise violate any applicable law (a “Restricted Territory”). The fact that the App or Website is accessible in a Restricted Territory, or that the Website allows the use of the official language of a Restricted Territory or of a language that is commonly used in a Restricted Territory, must not be construed as a license to use the App or Website in such a Restricted Territory. We unconditionally reserve the right to restrict access to any Restricted Territory, and may implement technical controls to prevent access to the Website or any Digital Asset Services from any Restricted Territory.
c.
We may exercise our power under paragraph 3.h if we detect any attempt to circumvent the restriction stated in paragraph 4.b, for example, by using a virtual private network (“VPN”), proxy or similar service that masks or manipulates the identification of your real location, or by otherwise providing false or misleading information regarding your citizenship, location or place of residence, or by using the Website through a third party or on behalf of a third party located in a Restricted Territory.
5.
Our Service
a.
We may, at any time and in our absolute discretion, (i) refuse any access, transaction, order, confirmation or other action submitted through the App or Website or the Services therein or refuse to enter into any transaction with you, or (ii) place limits or conditions on the number or type of transactions that we will enter into with you or in respect of the Account, without prior notice to you, including by (without limitation):
i.
restricting the number, type, volume or value of transactions entered into by us on a periodic basis;
ii.
restricting transfers of Digital Assets or Fiat Currencies into or out of your Account;
iii.
restricting access to your Account, the App, Website or the Services from Restricted Territories, including in circumstances where legislation or regulation, or changes to legislation or regulation, creates a new Restricted Territory;
iv.
restricting transactions or transfers of digital assets or fiat currencies out of an Account where we suspect fraud, suspicious activity, Account compromise, or where we are notified of a dispute or legal impediment regarding any digital assets or fiat currencies that you may have or intend to transfer to or from your Account;
v.
restricting access to the Website or Digital Asset Services in response to a governmental, regulatory or law enforcement enquiry.
b.
Access to your Account, the Website or the Digital Asset Services may require you to provide additional information from time to time, or to confirm existing information is true and accurate. Each time you provide such information requested, you represent and warrant that such information is true and accurate at the time of provision of that information.
c.
Use of the Services or otherwise conducting transactions through the Website may be subject to fees, costs and charges, including handling fees, network transaction fees, and Mansa’s fees, costs and charges. You agree to pay any such fees, costs and charges, and authorise us to apply any digital assets or fiat currencies in your Account in satisfaction thereof from time to time as those fees, costs and charges arise.
d.
We may, in our sole discretion, correct, reverse or cancel any transaction undertaken through the Website where we have discovered there was an error, whether such error was by you, us or a third party.
e.
You authorise Mansa to attempt and effect any such correction, reversal or cancellation so contemplated under paragraph d. We provide no guarantee or warranty that any such attempt will be successful and will bear no responsibility or liability for any error or any error correction attempt made by us.
6.
Security
a.
You may not violate or attempt to violate the security of this App or Website, the Services or any of the products or services described or contained herein. We may investigate occurrences which may involve such violations and may involve, and co-operate with, governmental, regulatory or law enforcement authorities in investigation and prosecuting persons who have participated in such violations.
b.
You agree that it is your responsibility to install anti-virus software and related protections against viruses or other computer programming routines or engines that are intended to damage, destroy, disrupt or otherwise impair a computers functionality or operation which may be transferred to your computer via this App or the Website.
c.
Mansa may offer additional security features as part of the App or Website, such as two-factor authentication (“2FA”). It is your responsibility to ensure and maintain continuous security and control over any device or account that gives access to the App or Website and your Account. Failure of any such security device or account may delay or restrict your access to the Website or your Account.
7.
Intellectual Property
a.
For the purposes of these Terms, “intellectual property rights” means any rights under patent, trademark, copyright and trade secret laws, any applications or registrations relating to such rights, and any other property or proprietary rights recognized in any country or jurisdiction worldwide, including, without limitation, moral rights and similar rights in relation to tangible or intangible expressions of ideas.
b.
All rights in any design, text, graphics or other material on the Website are the property of Mansa or our licensors or other third parties with whom we have a relationship, and are protected by intellectual property rights laws.
c.
By accessing the Website and downloading material (including contained in any temporary cache), you acknowledge that you do not acquire any intellectual property rights or ownership rights and may not resell any of the products or Digital Asset Services appearing on the Website, nor to hotlink, frame or otherwise present any version of the Website to any other person or entity. You may download materials from this site for your personal and non-commercial use only, without altering or removing any trademark, copyright or other notice from such material.
d.
We reserve the right to remove or disable access to any content or other materials from the Website that violates or may infringe any person’s intellectual property rights.
e.
All rights not expressly granted hereunder are expressly reserved.
8.
Privacy Policy and Personal Data
a.
We will manage any personal information that we collect through the App and Website in accordance with our Privacy Policy. Please refer to our Privacy Policy for information about how Mansa will collect, use and share your information.
b.
Depending on the Credit Services you wish to access through the App and Website, Mansa may require additional information from you, and may require additional verification or screening to be conducted before you are able to access those Services. You hereby authorise and consent to Mansa (either directly or through a third party with whom we have a confidentiality agreement):
i.
screening and verifying your information to prevent fraud and other suspicious transactions, including conducting screening against various sanctions and politically exposed persons lists, querying information contained in public sources and records, querying account information contained in any linked bank or other institutional accounts;
ii.
providing your personal data to any banks or other institutions that may require that personal data in order to facilitate any Services that you have requested;
iii.
taking any action that we consider necessary as a result of such verification and screening, including further requests or inquiries to third parties, and you authorise and consent to us sharing any data held by us with those third parties, and authorise and consent to those third parties processing your personal data in order to respond to any such inquiry or request by us.
9.
Information
a.
The information, opinions and data on or provided through the App, Website or Services may, in whole or in part, have been obtained from third party sources. Accordingly, we do not guarantee the accuracy, validity, timeliness or completeness of such information, opinions or data for any purpose.
b.
You should seek the advice of professional advisors regarding the evaluation of any specific information, opinion, advice or other content, and acknowledge that you have had the opportunity to take such advice before using the App and Website or the Services. This will help you understand the potential risks and make informed decisions based on your financial situation and risk tolerance.
10.
Compliance with Laws and Regulations
a.
You agree and acknowledge that it is your responsibility to comply with all applicable laws and regulations relating to any Digital Asset Services or transactions you use through the Website, including without limitation the reporting of any transactions, and the calculation and payment of all applicable taxes within any jurisdiction relevant to your situation. If you have any doubts about whether or which laws and regulations apply to your circumstances, you should seek independent legal, accounting or taxation advice.
b.
Mansa is not responsible for collecting, reporting, withholding or remitting any taxes arising from any transaction you conduct with Mansa, but will comply with any reporting or withholding obligations that apply to it, including any reporting required under the Common Reporting Standard, Double Taxation Avoidance Agreements, or Automatic Exchange of Information agreements. For that purpose, each time you access the Website or conduct a Transaction with us, any information or representation you have made as to your tax residency is deemed to have been repeated at that time, and we will rely upon it for such reporting purposes.
11.
Our Notifications to You
a.
Risk warning: trading digital assets carries a high level of risk, and is not suitable for everyone. Before deciding to buy or sell digital assets you should carefully consider your investment 7 objectives, level of experience, and risk appetite. The possibility exists that you could sustain a loss of some or all of your investment and therefore you should not invest money that you cannot afford to lose. You should be aware of all the risks associated with digital assets, and seek advice from an independent financial adviser should you have any doubts. Furthermore, there may be risks that are not disclosed in this disclaimer, any client agreement that you enter into with us, and any other terms or conditions that apply to our Website or our services. You must carefully consider your financial situation and tolerance for risk before engaging in any activity involving digital asset trading. Independent, professional financial and legal advice must be sought where necessary.
i.
Investment Risks: Investing in debt instruments based on trade financing products involves significant risks. The value of your investments can go down as well as up, and you may not get back the amount you originally invested. Past performance is not indicative of future results.
ii.
Credit Risks: Investing in debt instruments based on trade financing products involves significant risks. The value of your investments can go down as well as up, and you may not get back the amount you originally invested. Past performance is not indicative of future results.
iii.
Market Risk: The market value of trade financing debt instruments may be affected by various factors, including changes in interest rates, economic conditions, and market sentiment. These factors can lead to volatility and potential losses.
iv.
Liquidity Risk: Debt instruments based on trade financing products may be illiquid, meaning they cannot be easily sold or exchanged for cash without a substantial loss in value. This could result in difficulty accessing your funds when needed.
v.
Operational Risk: There is a risk of loss resulting from inadequate or failed internal processes, people, and systems, or from external events. Operational risks include but are not limited to fraud, compliance breaches, and technology failures.
vi.
Legal and Regulatory Risk: Changes in laws and regulations can affect the value and performance of trade financing products. It is essential to stay informed about legal and regulatory developments that may impact your investments.
vii.
Diversification Risk: Concentrating your investments in a single type of debt instrument or trade financing product can increase your risk exposure. Diversification across different types of investments can help mitigate this risk.
b.
Tax: it is your responsibility to determine what, if any, taxes apply to the payments you make or receive, and it is your responsibility to collect, report and remit the correct tax to the appropriate tax authority, regardless of jurisdiction. We are not responsible for determining whether taxes apply to your transaction, or for collecting, reporting or remitting any taxes arising from any transaction, to you or any taxation, governmental or third authority. Tax advice must be sought where necessary.
c.
Our commitment to regulatory compliance: we intend to operate in full compliance with applicable laws and regulations and obtain any necessary licences and approvals in key markets, as and when needed. Regulatory licences and/or approvals may be required in certain jurisdictions in which relevant activities may take place. It is not possible to guarantee, and we make no assurances, that any such licences or approvals will be obtained within a particular timeframe or at all. This means that trading in certain digital assets may not be available in certain markets, or at all. This could require restructuring of our services and/or the unavailability of our service in whole or in part.
d.
No advice: any opinions, news, research, analyses, prices or other information contained on or through this Website is provided as general market commentary, and does not constitute investment, legal or financial advice, nor should it be relied on for any investment decision. We will not accept liability for any loss or damage, including but without limitation to, any loss of profit, which may arise directly or indirectly from use of or reliance on such information. The contents of any communications from us may have been prepared by personnel in the sales or trading divisions of Mansa and/or by other divisions or entities. The material does not purport to be, and is not intended to be a “research report”, “investment research” or “independent research” as may be defined in applicable laws or regulations worldwide. It is intended for your general information about market conditions and recent events only, and neither we nor any individual sender is soliciting any particular action or transaction based upon it. Such communications do not represent investment advice, and does not take into account any specific circumstances of any recipient. Any information provided by us or the individual sender should not form the primary basis for any decision that you may take in relation to the matters referred to therein. We have not taken any steps to verify the adequacy, accuracy, completeness or suitability of any information or written material provided to you. You are solely responsible for any investment or purchasing decisions, and should carefully review any information or written material that you receive. You should perform any due diligence that is necessary and appropriate in your own personal circumstances, including consultation with independent legal, tax, accountancy and other professional advisors.
e.
Commercial arrangements: we may have relationships with other entities described on the Website and in other communications. We may act as a principal in relation to any digital assets, and we may act as an advisor to (or seek to advise) and/or provide other services to issuers of digital assets. Our personnel who prepare such material may be compensated in part based on those activities. Additionally, our personnel may have acted on the basis of this material either on behalf of Mansa’s proprietary interests or, where permitted, in their personal accounts. As such, unless an email or written communication from us is stated to be independent, you should not rely on that email or written communication as being either objective or independent from the interests of Mansa and/or its officers, employees or agents, which interests may conflict with your own. Officers, representatives and agents of Mansa may provide written or oral communications, 8 including trading strategies, to our clients and business units that may be contrary to the opinions conveyed to you.
f.
No representations: no representation or warranty is given as to the achievement or reasonableness of any plans, future projections or prospects and nothing on this Website should be relied upon as a promise or representation as to the future.
g.
Risks associated with internet-trading and distributed ledger networks: there are risks associated with utilising an internet-based trading system, such as the Credit Services, including, but not limited to, the failure of hardware, software, internet connections and distributed ledger networks. As we do not control the reliability or availability of the internet or of any distributed ledger network, we cannot be responsible for communication failures, distortions or delays when trading digital assets via the Internet.
h.
No third party affiliation or endorsements: References in the Website or through the Digital Asset Services to specific companies and platforms are for illustrative purposes only. Except as expressly described on the Website or otherwise notified in writing, the use of any company and/or platform names and trademarks does not imply an affiliation with, or endorsement by, any of those parties.
i.
Indicative terms, pricing levels and returns: Any reference to value(s), price(s), return(s) or other terms on the Website or through the Credit Services is intended to be indicative of market conditions only, and is not a representation that any transaction can or could have been effected at those value(s) or price(s), or on those terms, or have achieved the return(s) stated. Proposed terms and conditions are for discussion purposes only, and do not represent any offer, solicitation, invitation to treat or final agreement. Past performance is not indicative of future results. Any forward-looking statements may be based on various assumptions which are not stated within a communication and which may ultimately differ substantially from actual market conditions or external events.
j.
Internet communications: Communications over the Internet may be subject to interruption, transmission gold.300out, delayed transmission due to Internet traffic, or incorrect data transmission due to the public nature of the Internet. Please exercise caution, and confirm any relevant details/communications by other means if you have any doubt about the accuracy of this communication.
k.
Records of communications: Any communications with us or our officers, representatives or agents may be recorded and retained, subject to applicable law, our record retention policies and the terms of any applicable written agreement.
12.
Disclosures, Disclaimers and Exclusion of Liability
a.
Each time you access the Website, you agree that you have read and acknowledged our Risk Disclosure Statement (including any amendments from time to time).
b.
While we will use reasonable care and skill in operating the Website, it is provided “as is”, and we cannot promise that the Website will always be available, meet your requirements or be completely free of faults, errors or compromise from cybersecurity events.
c.
To the maximum extent permitted by law, except as expressly set out in these Terms, we disclaim and exclude:
i.
all conditions, representations, warranties and statutory guarantees, whether express or implied, in relation to the Website or the Digital Asset Services; and
ii.
any liability, whether in contract, tort (including negligence), or under any theory of liability or otherwise, for any indirect or consequential loss, damage or expense incurred by you or any other user in connection with the Website or the Credit Services.
d.
Without limitation to paragraph 12.c, we disclaim and exclude, to the maximum extent permitted by law, liability for any loss or damage which may arise directly or indirectly or your inability to access the Website or the Digital Asset Services, and also the liability for any delay or failure of the transmission or the receipt of any instruction, communication or notification sent through the Website or as part of the Digital Asset Services.
e.
Without prejudice to any other disclaimer, waiver, indemnity or exclusion of liability that you agree to in any agreement with us, you agree to:
i.
indemnify, to the extent permitted by the applicable laws, Mansa and any affiliate against any action, claim, proceeding, loss, damage, expense or liability you have suffered or incurred directly or indirectly arising from your use of the Website or the Digital Asset Services; and
ii.
release Mansa and any affiliate against any action, claim, proceeding, loss, damage, expense or liability you have suffered or incurred directly or indirectly arising from your use of the Website or the Digital Asset Services.
f.
To the extent we are unable by law to exclude any implied condition, representation, warranty or statutory guarantee in relation to the provision of goods or services through the Website or the Digital Asset Services, we limit our liability for a breach to the re-supply of equivalent goods or services, or payment for such equivalent goods. This is without limitation to any other exclusions or restrictions of our or others’ liability in connection with the Website.
g.
By providing the Digital Asset Services via the Mansa Platform, Mansa provides no guarantee as to any return or income, or the result or effectiveness of such Digital Asset Services provided. To the extent permitted by the applicable laws, we disclaim and exclude any liability for failing to meet any of your expectations in relation to any Digital Asset Service provided by Mansa.
h.
Specifically, and without prejudice to the foregoing, Mansa is not your fiduciary, agent or advisor, and no such obligations arise in connection with any of your activities whether through the Website, the Digital Asset Services or under any Mansa Document, unless specified in writing by Mansa from time to time. No communication or information provided by Mansa to you is intended as investment advice, financial advice, legal advice, tax advice or accounting advice, and no representations or warranties are made to you in any of those capacities.
13.
Notices and Communications
a.
You consent to receive all notices and other communications from us via your Registered Email. You are deemed to have received any notice or communication sent by us to your Registered Email at the time of sending or, if a later date is specified in that notice or communication, at that later date.
b.
It is your responsibility:
i.
to manage your Registered Email (including where necessary by adding Mansa to any applicable whitelist or similar) so that we can contact you by email; and
ii.
keep information you have submitted to us, including your contact details, Registered Email and phone number(s), updated and accurate at all times, to facilitate the delivery of any notices or communications Mansa may need to send you.
14.
Severability
a.
If any of these Terms are determined to be illegal, invalid or otherwise unenforceable, then to the extent and within the jurisdiction in which that term is illegal, invalid or unenforceable, it will be severed and deleted from these Terms and the remaining Terms will survive, remain in full force and effect and continue to be binding and enforceable.
15.
No Waiver
a.
Where applicable, Mansa’s failure, delay or neglect in exercising any right, power, privilege, election or discretion under these Terms shall not operate as a waiver thereof.
16.
Modification of Terms
a.
Mansa unconditionally reserves its right to modify these Terms at any time. b. Mansa may give notice to you of such modifications by:
i.
providing notice through your Account, Registered Email or other communication method;
ii.
providing a further copy of the Terms upon accessing the Website or your Account; or
iii.
changing the Effective Date stated in paragraph 1 of these Terms.
b.
Each time you use the Website, the Digital Asset Services, or any other service or transaction through the Website, you confirm your agreement to the most recently updated Terms, whether or not notified to you in accordance with paragraph 2.a.
c.
If you do not agree to any Terms, or any modification of the Terms from time to time, you must cease using the Website, and should email us to request that your Account be closed.
17.
Language
a.
In the case of a discrepancy between the English version and any other language version in respect of these Terms, the App and Website or the Services, the English version prevails.
18.
Inconsistency
a.
In the event of any inconsistency between these Terms and any other agreement between you and Mansa, these Terms shall prevail.
19.
Governing Law and Arbitration
a.
The Terms contained herein are governed by the law in force in the United Kingdom.
b.
Any dispute, controversy, difference or claim arising out of or relating to these Terms, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to these Terms will be referred to and finally resolved by arbitration administered under the United Kingdom’s Administered Arbitration Rules in force when the Notice of Arbitration is submitted.
c.
You agree that: i. the law of this paragraph 19 is United Kingdom law;
i.
the seat of arbitration will be the United Kingdom;
ii.
unless you and Mansa agree otherwise, the number of arbitrators will be 1 and that arbitrator must have relevant legal and technological expertise;
iii.
if you and Mansa do not agree on the arbitrator to be appointed within 15 Business Days of the dispute proceeding to arbitration, the arbitrator is to be appointed by the United Kingdom; and
iv.
the arbitration proceedings will be conducted in English.
d.
Notwithstanding any other provision of these Terms, including for the avoidance of doubt paragraph 19.b and 19.c above, you agree that Mansa has the right to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
20.
Questions
a.
If you have any questions in relation to the above, please contact us before continuing to access the App, Website or the Services.
PREVENTING FINANCIAL CRIME
1.
Introductiion
a.
Menden Holdings Ltd. (“Mansa”, “we” or “us”) is committed to providing safe, compliant and reputable services to our customers. As a company, we pride ourselves on the integrity and transparency of our business. For this reason, Mansa adopts rigorous anti-money laundering, counter-terrorist financing and sanctions (“AML/CTF”) procedures and other know-your-customer (“KYC”) policies. Our commitment to preventing financial crime helps protects the integrity of the digital assets ecosystem and you. This document provides an overview of some the key aspects of our approach. It also describes the types of things that we may ask you to do.
b.
We take our obligations seriously Mansa is doing business and has infrastructure in various jurisdictions. Accordingly, Mansa is subject to the laws of those jurisdictions, including a range of legislation, rules and regulations that restrict or prohibit payments, transactions, services and dealings with assets having a proscribed connection with certain countries, individuals, groups or entities subject to international sanctions or associated with terrorism, money laundering, weapons of mass destructions or other criminal activity. Importantly, Mansa may be required to avoid, terminate or suspend certain customer relationships and/or transactions. It must also report any relevant knowledge or suspicion to relevant local authorities before dealing with that person and must avoid prejudicing any investigation by “tipping off”. We may also be required to provide information related to AML/CTF and other legislation to the local authorities in the relevant jurisdictions (including securities, customs or tax authorities) upon a proper request being made by those authorities. Various other requirements may also apply to Mansa which may impact our ability to deal with any customer. For example, we need to take appropriate precautions when dealing with politically exposed persons.
c.
We operate in a global market, meaning Mansa also operates in a global markey. As such, we also take into account international standards and developments. Importantly, Mansa reserves the right to refuse access to our services or to prohibit specific payments, transactions, services and dealings and/or to enter into any transactions that may be sanctioned under international programmes or which otherwise have a direct, or indirect, connection with certain persons from or in jurisdictions that pose elevated risks. As noted above, we may also have reporting obligations in those jurisdictions.
d.
How does this affect you? Mansa takes a risk-based approach to AML/CTF and KYC compliance programmes. There are three key aspects to this programme that may involve you:
i.
Customer due diligence: Mansa carries out customer due diligence to identify and verify our customers and any relevant connected persons. This includes screening against relevant commercial databases to ensure we meet our obligations. Enhanced due diligence may apply in certain scenarios, and the requirements that apply to individuals, corporations, trusts and partnerships differ. Further details about the documents and other information we require are available on request from Mansa. Importantly, we need your help with this process. We cannot provide any services until our due diligence procedures have been completed.
ii.
Transaction screening and monitoring: We also undertake transaction screening and ongoing monitoring throughout the course of our relationship with the customer to ensure we meet AML/CTF requirements. As a result, we may ask you certain questions about the transactions to be entered into between us. We also take potential abuse of our services very seriously. This could result in an immediate suspension of access to our services and reporting to the relevant authorities.
iii.
Ongoing due diligence: We may ask you for additional information to ensure that the information and materials we have are up-to-date and relevant. Our due diligence procedures are relevant to both preventing financial crime, as well as ensuring that we continue to meet our legal and regulatory obligations. For example, there are certain services that we cannot provide to persons from certain jurisdictions. In order to comply with regulatory requirements, there may also be additional products or services which we provide in the future that will require different information from you for regulatory purposes (e.g. if you qualify as a professional/accredited investor for certain products).
iv.
the arbitration proceedings will be conducted in English.
e.
Record keeping and reporting We maintain records as required by law and in accordance with our data protection policies and procedures. As a guide, we generally maintain customer due diligence and transaction records for at least five (5) years. On certain occasions, we may be required by law to submit information to regulators or other authorities in different jurisdictions. This may be required without prior notification or consent. By way of example, we may be required to submit a suspicious transaction report to local authorities in certain circumstances, including where we suspect that certain property (including digital assets) represent the proceeds of crime. We will generally not be able to inform you of such reports, as it is a criminal offence to do so. Without limitation, we may also be required to report certain tax information regarding transactions undertaken by you, either to local or international tax authorities, and may not be able to inform you of that information.
RISK DISCLOSURE STATEMENT
1.
This Risk Disclosure Statement (the “Statement”) relates to risks associated with the Services provided by Menden Holdings Ltd. (“us”, “we” or the “Mansa”) to any counterparty (“you” or the “Participant”) under the relevant agreement applicable to the Participant’s relationship with Mansa (the “Agreement”), including any applicable Product Annex and/or any additional risk disclosures specific to that product or service. The Statement must be read together with the Agreement. Defined terms in this Statement have the same meaning as the Agreement unless stated otherwise.
2.
IT IS EXTREMELY IMPORTANT THAT PARTICIPANTS READ THIS STATEMENT CAREFULLY AND UNDERSTAND ITS CONTENTS. THIS STATEMENT DOES NOT PURPORT TO ADVISE YOU OF ALL OF THE RISKS AND SIGNIFICANT ASPECTS OF ANY TRANSACTION. YOU SHOULD CONSIDER ANY ADDITIONAL RISKS CONTAINED IN THE AGREEMENT AND/OR PRODUCT AND COUNTRY ANNEXES. PLEASE CONTACT YOUR OWN INDEPENDENT TAX, LEGAL, FINANCIAL AND OTHER ADVICE BEFORE SIGNING THE AGREEMENT.
3.
Before deciding to use any of Mansa’s Services or enter into any Transaction with Mansa, Participants must consider the risks inherent in such Services or Transactions, the underlying Digital Assets, products or services insofar as they relate to them, the extent of the financial and economic risk to which they are exposed to as a result of any Transaction, and tax, regulatory and accounting treatment arising from any Transaction. Additionally, Participants should carefully read all relevant documentation, including the Agreement, and any applicable Product Annexes (together with any terms sheets, offering documents, white papers, or prospectuses that those documents may refer to), prior to taking any action.
4.
Nothing in the Agreement or this Statement constitutes legal, investment or financial advice based upon any Participant’s circumstances, nor is it a recommendation to participate in any of the Services or an endorsement or recommendation of any of the products available. Where the Participant is unclear as to the meaning, effect or consequences of any of the disclosures, disclaimers or warnings in the Agreement or the Statement, they are strongly advised to seek independent legal and financial advice before entering into the Agreement or using any of the Services.
5.
The risk of loss in Transactions involving Digital Assets can be substantial. You should therefore carefully consider whether such Transactions are suitable for you in light of your lending and investment objectives, financial circumstances, your tolerance to risks and your lending or investment experience. You should be capable of bearing a full loss of the amounts lended as a result of or in connection with any Transaction entered into with Mansa and any additional loss over and above the initial amounts lended that may become due and owing by you. In considering whether to trade, lend or invest, you should inform yourself and be aware of the risks generally, and in particular should note the following specific risk factors which may apply to any given Transaction.
6.
Transaction and Service Risks:
a.
Suitability: You should make the decision in relation to the Agreement and any Transactions with Mansa only after due and careful consideration. You should determine whether a Transaction is appropriate in light of your experience in similar transactions, your objectives in engaging in the Transaction, financial resources and other relevant circumstances. If you are not sure that the Transaction is suitable for you, you should obtain independent legal, tax or financial advice. The greater risk profile and other characteristics of Digital Assets mean that they are markets more suited to professional and other sophisticated investors, and investors who have experience in, and knowledge of, Digital Asset markets.
b.
Money not held on deposit: Any assets transferred to Mansa are not held as ‘deposits’. Any assets transferred to Mansa in respect of the Account are transferred to Mansa on a title transfer and proprietary basis, free from any encumbrance for the sole purpose of entering into Transactions and related activities in respect of the Services (including the satisfaction of certain fees, costs and charges). Neither Mansa’s activities, nor Digital Assets are subject to specific regulation or supervision of a regulatory authority.
c.
Money not held in segregated accounts: Unless otherwise agreed with you in writing, Mansa does not hold Participant’s assets in segregated accounts. Participants are an unsecured creditor of Mansa, with no specific security or charge over particular assets.
d.
Off-exchange transactions: Unless otherwise agreed in writing by the Parties in respect of a specific Transaction, all transactions conducted between Participants and Mansa are not carried out on exchanges, whether regulated or unregulated. Off-exchange transactions may involve increased risks since it may be difficult to liquidate existing positions, determine a fair price or assess exposure to risk. They are not as transparent as transactions conducted on any recognised exchange.
e.
Commissions: Before conducting any Transaction, Participants should obtain details of all commissions, fees and other charges for which the Participant will be liable. If any charges are not expressed in monetary terms (e.g. as a percentage of transaction value), the Participant should request the fees that will be applicable in specific monetary terms prior to entering into a Transaction.
f.
Suspensions of Trading / Network Events: Under certain conditions it may be difficult or impossible to liquidate a position in Digital Assets. Certain Network Events (including total failure of a network) may occur rapidly and affect the ability of holders of Digital Assets from conducting transactions. Information relating to these Network Events may be difficult to ascertain ahead of time and may be subject to limited oversight by any third-party who is capable of intervening to stabilise the network.
g.
Potential for extreme volatility: Digital Assets routinely have periods of high volatility, and occasionally have periods of extreme daily or even hourly volatility. Any Digital Asset may decrease in value or lose all of its value due to various factors including discovery of wrongful conduct, market manipulation, change to the nature or properties of a Digital Asset, or governmental or regulatory activity. Demand for Digital Assets may be partially or wholly driven by speculation and/or market sentiment.
h.
Market Making: Mansa, including other market participants, may separately be involved in market-making activities which may have the effect of influencing the price of Digital Assets. Information regarding Mansa’s market-making will not be available or disclosed to you at any time. Mansa’s market making activities are separate from the Digital Asset Services offered by it.
i.
Network Events / Forks / Airdrops etc: As set out in the Agreement, Digital Assets may be subject to various Network Events, including Forks, Airdrops, attacks on the security, integrity or operation of the networks, or Network Participants making a binding decision in relation to the network underlying a Digital Asset. Such events may affect the features, functions, operation, use or other properties of any Digital Asset, network or platform. The events may also severely impact the price or value of any Digital Assets, or even result in the shutdown of the network or platform associated with the Digital Asset. Such Network Events may be beyond the control of you or Mansa, or to the extent Mansa has any ability to impact the Network Event, Mansa’s decision or actions may not be in your interests. Where you transfer Digital Assets to Mansa which are the subject of a Network Event, you may not be entitled to the proceeds arising from any Network Event, and Mansa is generally entitled to keep any Digital Assets created as a result of Network Events (for example, in circumstances where there is a fork in the network). You should not transfer assets to Mansa where you wish to receive the benefits of those Network Events.
j.
Not a research report: The contents of any communication from Mansa to you have been prepared by personnel in the sales and trading division of Mansa. This material does not purport to be, and is not intended to be, a “research report”, “investment research” or “independent research” as may be defined in applicable laws and regulations worldwide. It is intended for your general information about market conditions and recent events only. It is not intended to be provided with your particular objectives, circumstances and interests in mind. Neither Mansa nor the individual sender is soliciting any particular action or transaction based upon it by providing information to you.
k.
Commercial arrangements: Mansa may have a relationship with other entities which may not be disclosed to you. Mansa may act as a principal or market maker (as described above) in Digital Assets, and Mansa may act as an advisor to (or seek to advise) issuers of Digital Assets, which may compete with or impact other existing Digital Assets. Mansa sales and trading personnel may be compensated in part based on trading activity and volume. Mansa and its personnel may have act or take a trade position either on behalf of Mansa’s proprietary interests or, where permitted, in their personal accounts that is contrary to your proposed or current position. As such, you should be aware that Mansa and its personnel may be subject to an actual or potential conflict of interest. You should not rely on email or written communications as being either independent from the interests of Mansa and its associated personnel, since Mansa and its personnel’s position may conflict with your own.
7.
Cyber Security Risks:
a.
Loss of private key(s) is permanent and irreversible: Losing control of your private key(s) may permanently and irreversibly deny you access to Digital Assets. Neither Mansa nor any other person will be able to retrieve or protect Digital Assets to which you hold the private key(s) for. If private key(s) are lost, it may become impossible to transfer Digital Assets to any other address or wallet, and you are solely responsible for securing your private key(s) in a manner that meets your individual security circumstances.
b.
Source code changes and flaws: The various source codes underlying Digital Assets and smart contracts are subject to change and may at any time contain one or more defects, weaknesses, inconsistencies, errors or bugs. Unless otherwise represented in writing by Mansa, no audit or investigation has been conducted on any source code produced by parties other than Mansa.
c.
Cryptographic advancements: Developments in cryptographic technologies and techniques, including the advancement of artificial intelligence and/or quantum computing, pose security risks to all cryptography-based systems including Digital Assets. Applying these technologies and techniques to Digital Assets and/or the Mansa Platform may result in theft, loss, disappearance, destruction, devaluation or other compromises of Digital Assets, the Mansa Platform or your data.
d.
Reliance on the internet: Digital Assets and the Mansa Platform rely heavily on the internet. However, the public nature of the internet means that either parts of the internet or the entire internet may be unreliable or unavailable at any given time. Further, interruption, delay, corruption or loss of data, the loss of confidentiality in the transmission of data, or the transmission of malware may occur when transmitting data via the internet. The result of the above may be that your order is not executed according to your instructions or not at all at the desired time.
e.
Unauthorised access: Unauthorised third parties may access of use your Account and effect transactions without your knowledge or authorisation, whether by obtaining control over another device or account used by you, or by other methods.
8.
General Risk Statements:
a.
Market Risk: This is the possibility for an investor to experience losses due to changes in market prices of Digital Assets. It is the exposure to the uncertain market value of a portfolio due to price fluctuations in the Digital Assets themselves (either by reference to Fiat Currency, or other Digital Assets as the case may be).
b.
Liquidity Risk: There is the possibility for you to experience losses due to the inability to sell or convert assets into a preferred alternative immediately or in instances where 17 conversion is possible but at a loss. Such liquidity risk in any particular Digital Asset may be caused by an absence of buyers, limited buy/sell activity or underdeveloped secondary markets in the Digital Assets. Where significant liquidity risk occurs, Mansa reserves the right to suspend its own trading in such Digital Assets, which may mean Mansa is unable to provide any particular service in respect of Digital Assets on the Mansa Platform.
c.
Participant Hedging Credit Risk: This is the possibility for you to experience losses due to Mansa’s failure to settle Digital Assets or Fiat Currency or make any outstanding payment of obligations. In addition, where Mansa hedges its exposure or obligations under any transaction between you and Mansa with any third party and such third party does not make, when due, any payment or delivery under such hedge (or an event of default, termination event or equivalent otherwise occurs in respect of such hedge), Mansa may incur losses and costs as a result thereof. In such circumstances, Mansa is entitled to take such losses and costs into account in respect of any amounts (including, without limitation, any termination amount or settlement amount) payable in respect of such transaction between Mansa and you. Accordingly, the occurrence of any such event, and the determination by Mansa of any such resulting losses and/or costs, may significantly reduce (including to zero) any amount otherwise payable by Mansa to you or increase any amount payable by you to Mansa in respect of one or more transactions. As such, you are exposed to the credit risk of parties with whom Mansa may hedge its exposures and/or obligations in respect of any transactions with you. Unless otherwise agreed with you in writing, Mansa does not hold Participant’s assets in segregated accounts. Participants are an unsecured creditor of Mansa, with no specific security or charge over particular assets.
d.
Inflation Risk: Digital Assets may, either because of the inherent design of the Digital Asset or through Network Events, not be a fixed supply of assets. Where additional Digital Assets are created, the asset’s price may decline due to inflationary effects of adding additional Digital Assets to the total assets available.
e.
Concentration Risk: At any point in time, one or more persons may directly or indirectly control significant portions of the total supply of any particular Digital Asset. Acting individually or in concert, these holders may have significant influence over the Mansa Platform, and may be able to influence or cause Network Events which may have a detrimental effect on price, value or functionality of the Digital Assets. Network Participants may make decisions that are not in your best interest as a holder of Digital Assets.
f.
Country Risks: If an investment is made in any Digital Asset issued by a party subject to foreign laws or transactions made on markets in other jurisdictions, including markets formally linked to a domestic market, recovery of the sums invested and any profits or gains may be reduced, delayed or prevented by exchange controls, debt moratorium or other actions imposed by the government or other official bodies. Before you conduct any Transactions you should satisfy yourself about any rules or laws relevant to those particular Transactions. Your local regulatory authority will be unable to compel the enforcement of the rules of regulatory authorities or markets in other jurisdictions where your transactions have been effected. You should obtain independent advice about the different types of redress available in both your home jurisdiction and other relevant jurisdictions before you start to trade. If your country of residence imposes restrictions on Transactions of Digital Assets, we may be required to discontinue your access to the Mansa Platform and may not be permitted to transfer Digital Assets held in the Account back to you or permit you to transfer Digital Assets out of the Mansa Platform to yourself or others, until such time as the regulatory environment permits us to do so.
g.
Taxation and Required Reporting to Taxation Authorities: Unless otherwise specified, you are responsible for all taxes in respect of a Transaction, including past or retrospective taxes which are imposed on Transactions. Before entering into any Transaction, you should understand the tax implications of acquiring, entering into, holding and disposing the Digital Asset the subject of the Transaction. Tax implications of any Transaction are dependent on the nature of your business activities and the Transaction in question. You should therefore consult your independent tax advisor to understand the relevant tax considerations. Mansa does not offer tax advice of any nature. Mansa will comply with all of its obligations in terms of reporting to relevant taxation authorities any applicable Transaction which it is required to disclose, including any details you have provided us about tax residency from time to time. You should seek independent tax and financial advice on what this may mean based on your individual circumstances.
h.
Regulatory Uncertainty: All investments and Transactions are potentially exposed to regulatory/legal risk. The legal and regulatory treatment of Digital Assets may change. Regulation of Digital Assets is unsettled and rapidly changing. Legal and regulatory treatment varies according to the jurisdiction. The effect of regulatory legal risk is that any Digital Asset may decrease in value or lose all of its value due to legal or regulatory change. This may affect the value or potential profit of an investment or Transaction. Legal changes may have the effect of making a previously acceptable investment illegal or subject to substantial restrictions which may affect the ability to liquidate a position. Changes to related issues such as taxation may occur and radically affect the value or profitability of a Digital Asset. Such risk is unpredictable and depends on various geopolitical, economic, sovereign and other factors. Risks may be asymmetrical between established and emerging markets, and may affect some Digital Assets significantly more than others. Mansa recommends you obtain independent legal, tax and financial advice and that you continue to monitor the legal and regulatory position in respect of your investments and Transactions.
i.
Emerging Markets: Price volatility in emerging markets and asset classes can be extreme (where Digital Assets are an emerging market and asset class). Price discrepancies and market dislocation is not uncommon. As news about Digital Assets is made available to the public (which may not be before insiders have traded), markets may react with extreme volatility over a short period of time. Markets in Digital Assets may not have the same level of regulation or rules governing transparency, anti-manipulation measures, “circuit breakers” or other mechanisms found in more developed markets.
j.
No assets or property underlying Digital Assets: Digital Assets may confer no ownership interest in any assets or property. Where Digital Assets are payment or utility tokens, there is no underlying property to those Digital Assets. Digital Assets generally have no liquidation rights should the issuing foundation or company undergo an insolvency event.
k.
No governance rights attaching to Digital Assets: Unless specified, Digital Assets are unlikely to carry governance rights in the same way that traditional securities may. Network Participants may be capable of influencing or carrying out Network Events in respect of Digital Assets, which could negatively affect the utility, value or price of the Digital Asset. It is your responsibility to understand what governance and voting rights apply to particular Digital Assets.
l.
Lack of Information Available: You may not have full access to all the information relevant to the particular Digital Asset, or its underlying platform or network. It may not be possible to obtain updated information regarding the progress or any changes to particular Digital Assets, or their underlying platforms or network. Many Digital Asset issuers or operates may also have no operating history or track record that any be used to evaluate the ability to achieve their stated project goals.
m.
Currency or exchange rate risks: Where Transactions are denominated in currencies or particular Digital Asset rates other than your primary reference currency or Digital Asset (including in the case of Digital Asset/Transactions or denominated in stable/payment tokens), or where you convert funds or Digital Assets upon making an investment, there is the risk that if the exchange markets move against you, then upon maturity or any earlier dealing the net proceeds converted into your primary reference currency or Digital Asset, or the currency or Digital Asset from which the initial funds or Digital Asset were converted (as the case may be), may be significantly less than the initial investment amount in your primary reference currency or Digital Asset on the date of the initial Transaction, and that any income or gains made may be entirely negated. You may also suffer loss as a result of depreciation of the value of the currency paid as a result of foreign exchange controls imposed by the country issuing the foreign currency. Repayment or payment of amounts due to you may be delayed or prevented by exchange controls or other actions imposed by governmental or regulatory bodies over currencies which they control or regulate.
n.
Interest Rate Risk: Digital Assets may confer no ownership interest in any assets or property. Where Digital Assets are payment or utility tokens, there is no underlying property to those Digital Assets. Digital Assets generally have no liquidation rights should the issuing foundation or company undergo an insolvency event.
o.
Operational risk: Operational risk, such as breakdowns or malfunctioning of essential systems and controls, including IT systems or Digital Asset networks themselves, may affect the value of Digital Assets generally. In particular, Digital Assets may suffer from a concentration of operational risk during development, including key personnel, governance and financial control risk.
p.
Legal status of Digital Assets, Transactions and the Mansa Platform: The laws of various jurisdictions may apply to Digital Assets, and Transactions or Services offered through the Mansa Platform. The application of these laws and regulations to Digital Assets is largely untested, and laws and regulations are subject to change without prior notice to either Mansa or you. In particular, any current governmental or regulatory tolerance of Digital Assets may change rapidly, and Digital Assets may at any time be deemed to be a security, investment, asset or money by governmental authorities or regulators, which will affect Mansa’s ability to conduct Transactions or hold Digital Assets generally. As a result of regulation and legislation around Digital Assets, this means that the Mansa Platform may not be available in certain jurisdictions, or at all. Changes to access to the Mansa Platform may be made unilaterally on short or no notice to you.
Mansa may receive formal or informal queries, notices, requests or warnings by governmental authorities and regulators. Action may be taken by governmental authorities and regulators against Mansa. As a result of such events, Mansa may be required to discontinue the Services, Transactions or the Mansa Platform. You may also be subject to governmental or regulatory action by conducting Transactions, holding Digital Assets and/or using the Mansa Platform. You should take independent legal advice on the Agreement and the consequences of specific Transactions before signing the Agreement or conducting Transactions.
DISCLAIMER: Digital assets prices are volatile and fluctuate day-to-day. Trading in these digital assets may be considered a high-risk activity. Proper diligence and sound judgment should be used in evaluating the risks associated with these activities. We do not solicit nor make any representation that digital assets are an investment vehicle. The decision to trade digital assets rests entirely on the users own independent judgment.
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Disclaimer:
MANSA is a technology services provider. Use of the MANSA Protocol involves risks, including but not limited to, the potential loss of digital assets. Before using the MANSA Protocol, you should review our Platform Terms to ensure you understand how the Protocol works. As described in our Terms, the MANSA Protocol is provided on an “as is” and “as available” basis, at your own risk. We explicitly disclaim any representation or warranties of any kind relating to the Protocol, and no developer or entity will be liable for claims or damages of any kind associated with use or inability to use the Protocol.