Terms of Service

1. Definitions

In these Terms of Service ("Terms"):

• "BitWealth", "we", "us" or "our" means BitWealth Asset Managers (Pty) Ltd, registration number 2026/090346/07, a company incorporated in the Republic of South Africa.
• "Customer", "you" or "your" means the natural or juristic person who registers for and uses the Service.
• "Service" means the BitWealth website, customer portal, automated dollar-cost averaging algorithms (including the LTH PVR strategy), reporting, statements, and any related software or APIs operated by us.
• "VALR" means VALR (Pty) Ltd, the South African cryptocurrency exchange used to execute trades initiated by the Service.
• "API Key" means the application programming interface credentials you generate within your VALR account and provide to BitWealth.
• "Subaccount" means a sub-account inside your own VALR account through which the Service places trades.
• "Strategy" means any algorithmic trading strategy made available by BitWealth, including the Long-Term Holder Price Variance Ratio ("LTH PVR") strategy.

2. Acceptance of Terms

By creating an account, ticking the acceptance checkboxes during registration, or by accessing or using the Service, you confirm that you have read, understood and agree to be bound by these Terms, the Privacy Policy and the Investment Disclaimer (together, the "Agreement"). If you do not agree, you must not use the Service.

You confirm that you are at least 18 years of age and have full legal capacity to enter into this Agreement. If you are accessing the Service on behalf of a juristic person, you warrant that you are duly authorised to bind that entity.

3. Nature of the Service

BitWealth offers a non-custodial software automation service. This means:

• You retain ownership and ultimate control of all funds and crypto-assets held in your VALR account at all times.
• BitWealth never takes custody of your funds. We do not hold, pool, store or commingle customer funds in our own wallets, bank accounts or VALR accounts.
• The Service connects to your VALR account via an API Key that you generate and authorise. You may revoke this API Key at any time, immediately disabling our ability to place new orders on your account.
• Trades are executed by VALR pursuant to instructions sent by our software based on the Strategy you select. We do not exercise discretion outside the documented parameters of that Strategy.

The Service is a technology product. It is not a collective investment scheme, hedge fund, financial product, or financial advisory service.

4. Account Registration and Security

To use the Service you must:

• Provide accurate, current and complete information during registration and keep that information updated;
• Complete the identity verification ("KYC") steps required by us or any third party we engage;
• Choose a strong password meeting the requirements displayed during registration; and
• Enable any additional security measures (such as 2-factor authentication) we make available.

You are solely responsible for safeguarding your login credentials, your VALR account credentials, and your VALR API Key. You must notify us immediately at support@bitwealth.co.za if you suspect any unauthorised access. We are not liable for any loss arising from your failure to keep your credentials secure.

5. VALR Account, API Keys and Permissions

Use of the Service requires you to maintain an active VALR account in good standing. You authorise BitWealth to use the API Key you provide to:

• Read your account balances, order history and trade history;
• Place, modify and cancel buy and sell orders for the crypto-asset pairs supported by the selected Strategy; and
• Receive websocket updates regarding your orders and balances.

You must not grant BitWealth withdrawal or transfer permissions on your VALR API Key. The Service does not require, request or use such permissions. If you grant withdrawal permissions in error, you do so entirely at your own risk and contrary to our instructions.

You agree to comply with VALR's own terms and conditions and acknowledge that VALR is an independent third party. We are not responsible for VALR's availability, performance, fees, KYC decisions, account suspensions, or any acts or omissions on its part.

6. Fees

Our fees consist of:

The "high-water mark" is the highest portfolio value (after fees) on which a performance fee has previously been crystallised. A performance fee only becomes payable when your portfolio value exceeds this mark; you are never charged a performance fee twice on the same gains.

Crystallisation cadence. The performance fee is crystallised monthly, on the last calendar day of each month, based on your portfolio value at that point relative to the prevailing high-water mark. Where a fee is crystallised, the high-water mark is reset to the new portfolio value (after the fee is deducted). Where the portfolio value is below the high-water mark at month-end, no performance fee is payable for that month and the existing high-water mark is carried forward.

VALR exchange fees, blockchain network fees, deposit and withdrawal fees, and any taxes are payable separately by you and are deducted by VALR or the relevant party. We are not responsible for changes to those third-party fees.

We may amend our fees by giving you at least 30 (thirty) days' prior written notice via email or via the customer portal. Continued use of the Service after the effective date constitutes acceptance.

7. Customer Obligations

You undertake that:

• You will use the Service only for your own lawful purposes and not in violation of any applicable law, including anti-money-laundering, exchange-control and tax legislation;
• You are the sole beneficial owner of any funds traded via the Service and that those funds are not the proceeds of unlawful activity;
• You will provide truthful KYC documentation and respond to additional information requests from us, VALR or any regulator on a timely basis;
• You will not attempt to reverse-engineer, decompile, scrape, mirror or interfere with the Service, our APIs or our infrastructure;
• You will not use the Service to harass, defraud or impersonate any person; and
• You are solely responsible for the suitability of the Strategy for your personal circumstances, risk tolerance, investment horizon and tax position.

8. No Financial Advice

The Service, including the algorithm parameters, on-chain band data, performance reporting, charts, statements and any communications, is provided for informational and execution-automation purposes only. It does not constitute financial, investment, tax or legal advice and must not be relied upon as such. You acknowledge that:

• BitWealth is not registered as a financial services provider with the Financial Sector Conduct Authority and does not render "financial services" as defined in the Financial Advisory and Intermediary Services Act 37 of 2002;
• You are responsible for evaluating, and have evaluated, your own financial position before using the Service;
• You will, where appropriate, obtain independent advice from a registered financial advisor, tax practitioner and/or attorney; and
• Past performance, back-tested returns or simulated returns shown by the Service are not a reliable indicator of future results.

9. Risk Acknowledgement

You acknowledge and accept the risks associated with cryptocurrency trading and with automated trading strategies, as more fully described in the Investment Disclaimer. These include, without limitation, the risk of total loss of capital, extreme volatility, exchange failure, technological failure, regulatory change and adverse strategy performance.

10. Service Availability and Modifications

We will use reasonable efforts to keep the Service operational, but we do not warrant uninterrupted, error-free or secure operation. The Service may be temporarily unavailable due to scheduled maintenance, third-party outages (including VALR or our cloud providers), force majeure or any other cause beyond our reasonable control.

We may at any time modify, suspend or discontinue any feature or all of the Service. Where reasonably practicable we will give you prior notice of material changes that adversely affect you.

11. Intellectual Property

All intellectual property rights in and to the Service (including software, source code, algorithms, branding, the BitWealth name and logo, documentation and reports generated for you) belong to BitWealth or its licensors. You receive a limited, non-exclusive, non-transferable, revocable licence to access and use the Service for your personal use during the term of this Agreement. No other rights are granted, expressly or impliedly.

12. Suspension and Termination

You may terminate this Agreement at any time by:

• Pausing or revoking the BitWealth API Key in your VALR account; and
• Notifying us in writing at support@bitwealth.co.za.

We may suspend or terminate your access to the Service immediately, without liability, if:

• You materially breach this Agreement and (where capable of remedy) fail to remedy the breach within 7 days of being notified;
• We reasonably suspect fraud, money-laundering, sanctions exposure or other unlawful conduct;
• VALR closes your account, removes API access, or otherwise prevents the Service from operating; or
• We are required to do so by law or by a competent regulator.

Termination does not affect any fees that have accrued up to the date of termination, nor any provisions which by their nature are intended to survive termination.

13. Limitation of Liability

To the maximum extent permitted by law:

• The Service is provided on an "as is" and "as available" basis. All warranties, conditions and representations, whether express or implied (including any implied warranties of merchantability, fitness for a particular purpose, accuracy or non-infringement), are excluded.
• BitWealth, its directors, employees, agents and licensors shall not be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for any loss of profits, revenue, data, goodwill, opportunities or anticipated savings, however caused.
• BitWealth shall not be liable for any losses arising from: (i) your selection of any Strategy or its parameters; (ii) market movements; (iii) acts or omissions of VALR, banks, blockchain networks, regulators or any other third party; (iv) any unauthorised access to your VALR account or your BitWealth account; or (v) your failure to comply with this Agreement.
• Subject to applicable law, BitWealth's total aggregate liability to you, in contract, delict or otherwise, arising out of or in connection with this Agreement, is limited to the total fees actually received by us from you in the 12 (twelve) months preceding the event giving rise to the claim.

Nothing in this Agreement excludes or limits liability for fraud, gross negligence, or any other liability that cannot lawfully be excluded.

14. Indemnity

You indemnify BitWealth and its directors, employees and agents against any and all third-party claims, losses, liabilities, damages, costs and expenses (including reasonable legal fees on the attorney-and-own-client scale) arising out of or in connection with: (a) your use of the Service; (b) your breach of this Agreement; (c) your violation of any law or third-party right; or (d) any inaccurate or unlawful information you provide to us.

15. Privacy and Data Protection

Our processing of your personal information is governed by the Privacy Policy, which forms an integral part of this Agreement. By accepting these Terms you acknowledge that you have read and understood the Privacy Policy.

16. Communications

You consent to receive operational and transactional communications from us by email and through the customer portal, including statements, support replies, security alerts and notices of changes to this Agreement. Marketing communications will only be sent where you have separately opted in and may be unsubscribed from at any time.

17. Amendments

We may amend this Agreement from time to time. Material amendments will be notified to you by email and/or via the customer portal at least 14 (fourteen) days before they take effect, except where a shorter period is required by law or to address a security or regulatory issue. Continued use of the Service after the effective date of an amendment constitutes acceptance.

18. Force Majeure

Neither party shall be liable for any failure or delay in performance to the extent caused by circumstances beyond its reasonable control, including acts of God, war, terrorism, civil unrest, strikes, governmental action, exchange outages, blockchain network failures, internet or power outages, or pandemic-related disruption.

19. General

Entire agreement. This Agreement constitutes the entire agreement between you and BitWealth and supersedes all prior agreements regarding the Service.

Severability. If any provision is held to be invalid or unenforceable, the remaining provisions shall continue in full force.

No waiver. A failure or delay by either party in enforcing any right shall not constitute a waiver of that right.

Assignment. You may not assign or transfer your rights or obligations under this Agreement without our prior written consent. We may assign our rights and obligations to any affiliate or successor in business on prior notice to you.

Notices. We will send legal notices to the email address on your account. You must send notices to us at support@bitwealth.co.za.

20. Governing Law and Jurisdiction

This Agreement is governed by the laws of the Republic of South Africa. Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the High Court of South Africa, Gauteng Division, Johannesburg, save that we may also bring proceedings against you in any court having jurisdiction over you.

21. Contact

BitWealth Asset Managers (Pty) Ltd
Registration No. 2026/090346/07
Email: support@bitwealth.co.za