Terms & Conditions

Last Updated: 25th December, 2023

These Terms of Service (“Terms”), as amended, supplemented or replaced from time to time constitute binding a contract between the recipient of services (“Client", "you" or “ your" as the context requires) and Morpheus Software Technology FZE (“ Fuze”, “ Companywe”, “ us” or “ our” as the context requires).

This Agreement governs your use of the Services (as defined below) provided by Fuze.

By signing up for an Account through the Fuze Platform (defined below) or using any of our Services, you agree that you have read, understand, and accept:
  1. The Platform T&Cs available at https://www.fuze.finance/terms
  2. The Risk Disclosure Statement and Disclaimers available at https://www.fuze.finance/disclaimer
  3. Privacy Policy available at https://www.fuze.finance/privacy
  4. These terms

These Terms and all the above documents from (i)-(iv), to which you have agreed collectively shall form a single agreement which is hereafter referred to collectively as the “Agreement”.

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

Account” means an account on the Platform in your name, through which you avail the Services.

Agreed Communication Channel” means such methods of communication as approved by Fuze and agreed between you and Fuze from time to time, which may include (without limitation) telephone, email, Whatsapp, Telegram, the Fuze Platform and API. Fuze may withdraw the use of an Agreed Communication Channel at any time for any reason.

Applicable Law” means in respect of the Services provided under this Agreement, laws, regulations, and rules of any governmental or regulatory authority that apply to Fuze, and those which might apply to you in your country of residence or where you are normally domiciled, as enacted, replaced or amended from time to time.

Business Day” means any day that is not a Saturday or Sunday or a bank holiday in the relevant jurisdiction.

Client Money” means any fiat currency which the Company holds and controls on behalf of a Client in the course of providing the Services or which the Company treats as Client Money, subject to the exclusions in Part IV of the Compliance and Risk Management Rulebook published by the VARA.

Client Money Account” means a bank account which is maintained by the Company to hold Client Money, and which is designated as ‘Client Account’ or ‘Client Money Account’ in its title.

Convert” means the service to convert one type of Virtual Asset to another type of Virtual Asset.

Fuze” means and includes the Company and any Fuze Group Company that is providing the Services under this Agreement.

Fuze Group Company” means the Company itself, subsidiaries, any holding company or parent company of the party and any subsidiary of any such holding company or parent company.

Fuze Platform” or “Platform” means the platform made accessible via any website, page, feature, or content owned or operated by Fuze and includes access channels such as (without limitation) telephone, email, Whatsapp, Telegram, and API.

Manifest Error” means any error, omission or misquote (whether an error of Fuze or any third party) which is manifest or palpable, including a misquote by any representative of Fuze taking into account the current market and currently displayed Quotes, or any error or lack of clarity of any information, source, commentator, official, official result or pronunciation. The fact that you may have entered into, or refrained from entering into, a corresponding Transaction with Fuze (or that you have suffered or may suffer any loss whether direct, indirect, consequential or otherwise) is deemed irrelevant as a factor and shall not be taken into account in determining whether a situation amounts to a Manifest Error.

Order” has the meaning given to it in Section 8.1.

Products” means such products as Fuze enables you to trade in from time to time for the purposes of the Services, which may include (without limitation), spot transactions in certain Digital Assets as permitted from time to time by Fuze and such other products as permitted in Fuze’s sole discretion.

Quote Request” has the meaning given to it in Section 7.1.

Quote” has the meaning given to it in Section 7.2.

Related Persons” has the meaning given to it in Section 21.2.

Services” has the meaning given to it in Section 3.1.2.

Trade Confirmation” has the meaning given to it in Section 9.7.

Trading Limits” has the meaning given to it in Section 9.13.

Transaction” has the meaning given to it in Section 9.1.

Virtual Asset” A digital representation of value that may be digitally traded, transferred, or used as an exchange or payment tool, or for investment purposes. This includes any digital representation of any other value as determined by VARA and in respect of which Fuze is authorized to provide the Services.

1.2 Interpretation


1.2.1.

All references to singular shall include plural and vice versa and the word “includes” shall be construed as “without limitation”.

1.2.2.

Words importing any gender include all genders.

1.2.3.

Reference to any statute, ordinance or other law includes all regulations and other instruments and all consolidations, amendments, re-enactments or replacements for the time being in force.

1.2.4.

All headings, bold typing and italics (if any) have been inserted for convenience of reference only and do not define, limit or affect the meaning or interpretation of the terms of this Agreement.

1.3 Applicable Laws


1.3.1.

this Agreement is subject to the laws, regulations, and rules of the Virtual Asset Regulatory Authority, Dubai, and any governmental or regulatory authority that apply to the Company, and those which might apply to you in your country of residence or where you are normally domiciled, as enacted, replaced or amended from time to time.

1.3.2.

the laws and regulations in force by VARA, including but not limited to those in relation to the protection of personal data and consumer protection as applicable; and

1.3.3.

the federal laws and regulations in force in the United Arab Emirates, to the extent applicable, including without limitation the relevant UAE legislations related to anti-money laundering (AML) and combating financial terrorism (CFT).

1.3.4.

By agreeing to this Agreement, you expressly agree to comply at all times with the applicable laws and regulations, as these may apply to you from time to time.

2. REGULATORY STATUS

2.1.

Fuze is regulated by the Dubai Virtual Assets Regulatory Authority, with VASP Reference Number VL/23/10/002. Fuze's principal place of business is at 08-157, We Work, One Central, Dubai and can be contacted at [email protected]

3. SERVICES PROVIDED BY FUZE

3.1.1.

Fuze operates a technology driven digital platform and provides Broker Dealer Services for the purchase, sale or conversion of Virtual Assets.

3.1.2.

Fuze enables you to access and use, and provides the following services to enable services under Section 3.1.1. under this Agreement (Section 3.1.1. and 3.1.2. collectively referred to as “Services”):
  1. access and use of the Fuze Platform
  2. facilitate Quote Requests (as defined below) through the Fuze Platform
  3. access to Quotes (as defined below) through the Fuze Platform
  4. fulfillment of Orders (as defined below) through the Fuze Platform.

3.1.3.

Fuze provides execution-only services. To elaborate further, neither Fuze, nor any of its representatives, will:
  1. provide you with investment advice or recommendation;
  2. offer any opinion regarding the suitability of any Virtual Asset, financial products, order, transaction, or investment strategy;
  3. monitor your account or investments or the appropriateness thereof for any investment or financial monitoring or advice purposes;
  4. alert you to any recommended change to your investments, accounts, or services; or
  5. provide legal, tax, or accounting advise.

3.1.4.

Nothing on the Platform and/or the website is or shall be deemed a recommendation or solicitation in regards to:
  1. To buy, sell, convert or store Virtual Assets; or
  2. the manner in which those products are bought, procured, sold or stored.

3.1.5.

You will not seek, accept or rely on any advice from Fuze or its representatives, nor will any communication between Fuze or its representatives and you (or your representatives) be construed as such.

4. SUITABILITY REQUIREMENT FOR THE SERVICES

4.1.

We hereby notify you and you agree that we accept no duty to verify the suitability or appropriateness of any requested Transaction or any other Service under this Agreement, except as may be required under the applicable laws.

4.2.

You confirm and give your express consent that you had adequate opportunity to consider the investment risks associated with the Services before entering into this Agreement.

4.3.

You further agree that you are responsible for making Your own independent appraisal and investigations into the risks of any transaction or investment. You represent that you have sufficient knowledge, experience, market sophistication and professional knowledge to make Your own legal and business evaluation of the merits and risks of any Transaction you enter pursuant to this Agreement.

5. ONBOARDING AND ACCOUNT CREATION

5.1.

In order to receive Services from Fuze, you are required to register an Account. For the purposes of opening an Account, we will require you to complete our Account opening and onboarding process and submit such supporting documentation, including your personal information, including details such as your name, address, contact details, financial information, and complete the Customer Due Diligence (CDD) and Know-Your-Customer (KYC) procedures relating to you as may be deemed necessary.

5.2.

You acknowledge that Fuze may require you to satisfactorily clear all the verifications required by us, including any verifications required under the applicable AML/CFT laws.

5.3.

Your acceptance as a Client is subject to satisfactory clearance of applicable anti-money laundering, sanctions, embargo and other verifications in accordance with applicable law and our internal policies and procedures.

5.4.

You agree that Fuze may, at its option, seek any information and at any time, from you to reconfirm your identity and authorization to access the Platform or the Services. You acknowledge and accept full responsibility as to any particulars or information provided at any time to Fuze, proven to be inaccurate, incorrect, untrue or incomplete and confirms that Fuze is authorized to contact any source of information, or any person or entity nominated by you as a reference in order to verify the accuracy and correctness of the particulars and information provided by you to Fuze.

5.5.

You acknowledge that Fuze has the right to refuse to provide any Services to you until you have provided all information and documentation necessary to complete the required Know-Your-Customer, anti-money laundering and any other requirements of Fuze. You undertake to provide all information, particulars, and documentation promptly. Fuze may also refuse to service you or decide to terminate this Agreement at any point, in the event you are found to have provided incorrect, incomplete, inaccurate, or false information to Fuze in this respect.

5.6.

You agree and understand that Fuze has the absolute right to, without notice, (i) suspend your Account; (ii) not provide any or partial services to the you; or (iii) terminate this Agreement in whole or part if (a) required under the applicable law; (b) you do not successfully pass the onboarding and periodic Know-Your-Customer requirements of Fuze; or (iii) for any other reason that Fuze deems fit in its discretion

5.7.

Fuze is obligated to maintain certain information about you, including your login and transaction history, for such regulatory period as may be required under Applicable Laws. Under certain circumstances, Fuze is required to report to the competent authorities of any unusual transactions, or of any suspicion it may have that you might be involved in any financial crime or illicit activity.

5.8.

You represent and warrant that:

5.8.1.

Fuze has not previously suspended or terminated, your Account on the Fuze Platform;

5.8.2.

You have had the opportunity to seek legal, accounting, taxation, or other professional advice regarding the Services or investing in Virtual Assets or understand the risks involved in dealing with Virtual Assets;

5.8.3.

neither you, nor the beneficial owners, directors or key personnel, as applicable, are located in, or a resident of any state, country, territory, or other jurisdiction where use of Services may be restricted or prohibited under law;

5.8.4.

neither you, nor the beneficial owners, directors or key personnel, as applicable have been named on any sanctions list or are otherwise subject to any sanctions;

5.8.5.

neither you, nor any the beneficial owners or officers, if applicable have been convicted of an offence involving any crime or financial impropriety;

5.8.6.

You have the full power and authority to access and use the Services and accept this Agreement and in doing so will not violate any other agreement to which you are a party.

5.9.

You warrant that you shall:

5.9.1.

not use the Platform or the Services for any purpose other than for which they are intended;

5.9.2.

not use the Platform or the Services in breach of any applicable laws and regulations or in violation of this Agreement; or

5.9.3.

ensure that you remain compliant with Fuze's customer eligibility criteria, as notified from time to time.

6. ACCOUNT SECURITY

6.1.

When using the Account to access the Services and/ or the Fuze Platform, you must:

6.1.1.

take all reasonable steps to keep your Account log-in details safe at all times and never disclose the password and log-in credentials to anyone;

6.1.2.

inform Fuze, if you have any indication or suspicion that the log-in details, password or other security features relating to your Account are lost, stolen, misappropriated, used without authorization or otherwise compromised and wherever possible immediately change the password of the Account;

7. QUOTE REQUESTS AND QUOTES

7.1.

You may request a Quote (as defined below) to buy, sell or Convert Virtual Assets through Fuze Platform (“Quote Request”).

7.2.

Fuze shall at its discretion, provide a quotation of price and quantity at which Fuze may be willing to buy, sell or convert the Virtual Assets (“Quote”) through the Fuze Platform.

7.3.

You agree and understand that:

7.3.1.

Fuze shall have the sole discretion as to whether it wishes to respond to a Quote Request.

7.3.2.

Fuze shall be entitled to reject a Quote Request submitted for any reason and nothing in this Agreement obliges Fuze to respond to a Quote Request through the Fuze Platform.

7.3.3.

Fuze shall be entitled to not provide a Quote pursuant to a Quote Request submitted through the Fuze Platform.

7.3.4.

the provision of a Quote by Fuze whether following a Quote Request or otherwise, does not constitute an offer to you to enter into a Transaction (as defined below) at that price quoted, nor does it obligate Fuze to execute any subsequent Orders (as defined below) submitted by you.

7.3.5.

Fuze provides you the Quotes in its sole discretion and may discontinue the provision of Quotes in some or all Virtual Assets and/or cease the use of the Fuze Platform or any part thereof at any time for any reason.

7.3.6.

Quotes are proprietary and indicative in nature and are subject to constant change. Owing to this an Order may be executed at a different price than what you intended or what was provided to you and hence there might be a difference in the Quote provided and the price at which an Order is executed (“Slippage”).

7.3.7.

Circumstances may arise where Quotes provided may become invalid by the time an Order is submitted by you through the Fuze Platform. In such cases the Order may not be executed or will be executed at a different Quote.

7.3.8.

The Quotes provided by Fuze may differ to other quotes provided by other providers.

7.3.9.

Fuze shall, its sole discretion, determine how long each Quote remains valid. An Order submitted in relation to a Quote that is no longer valid will be rejected.

7.3.10.

the Quotes are provided solely for your use of the Services and you may not communicate or otherwise use the Quotes for any other reason without the prior consent of Fuze unless otherwise provided herein.

8. ORDER

8.1.

You may submit a request to Fuze through the Fuze Platform to purchase, sell or convert Virtual Assets on the Quote (and such additional terms) as provided by Fuze from time to time, provided (“Order”), however, Fuze may modify or withdraw a Quote at any time prior to processing an Order submitted.

8.2.

You may only place an Order through the Fuze Platform if your Account contains sufficient funds to cover your Order and any associated Fees and Charges (as defined below). If your Account does not contain sufficient funds to complete an Order, you will not be able to complete such an Order.

8.3.

You agree that you must, before submitting any Order, have sufficient funds in the Account or an amount specified by us and maintain such funds as required as security for all liabilities under this Agreement.

8.4.

When you place:
  1. A Buy Order, the equivalent amount of funds available in your Account will be placed on hold until the Order is completed or cancelled or rejected by Fuze;
  2. A Sell Order or a Swap Order, the equivalent amount of the your Virtual Assets in the your Account will be placed on hold until the Order is completed or cancelled or rejected by Fuze;
Once placed on hold, you will not be able to place an order with respect to the funds or Virtual Assets that are placed on hold.

8.5.

Fuze may use a third party payment processor to process any payment between you and Fuze, including but not limited to payments in relation to your use of the Virtual Asset Transactions or deposits or withdrawals from your Fuze Account and you will be liable for any Fees and Charges associated with such deposits and withdrawals.

8.6.

Each Order submitted must include such details as requested from Fuze from time to time, including (without limitation), the relevant trading pairs, the Quote (which must be latest Quote received and shall not have expired or been withdrawn by Fuze, provided that Fuzemay in its discretion execute an Order which references a Quote that has expired) and the applicable notional amount (which shall be no less than any minimum amount and no more than any maximum amount that may be specified by Fuze from time to time).

8.7.

Fuze shall have no obligation to accept or execute any Order submitted. Execution by Fuze of any Order which does not comply with all of the requirements set out in this Section 8 shall not obligate Fuze to accept any subsequent non-confirming Order.

8.8.

Where any Order submitted is ambiguous or inconsistent with any other Order submitted, Fuze shall be entitled to rely and act upon any Order submitted in accordance with any reasonable interpretation thereof which Fuze believes in good faith to be the correct interpretation.

8.9.

Fuze shall be entitled (but not obliged) to verify and be satisfied with respect to your identity and/ or the identity of the person purporting to submit any Order or the source and origin of any Order and Fuze may not act upon any Order submitted unless and until it is satisfied as to the matters on which Fuze sought verification.

8.10.

An Order submitted which is not received by Fuze for any reason, including the failure or delay of the Fuze Platform, shall be deemed rejected. Once submitted to Fuze, an Order cannot be withdrawn, cancelled or amended by you under any circumstances, unless otherwise withdrawn, cancelled or amended by Fuze in its sole discretion.

8.11.

To the extent that Fuze accepts your request to amend an existing Order, the amended Order will be treated as a new Order submitted by you.

8.12.

Fuze provides no guarantee that any Order submitted can be filled in its entirety.

8.13.

We may combine your Order with orders that we place for other Clients. We will use our best efforts, to ensure that the aggregation will not work overall to your disadvantage. However, the effect of aggregation may work on some occasions to your disadvantage in relation to a particular order.

8.14.

Fuze may add or remove types of Orders at its sole discretion.

8.15.

An Order submitted by or on your behalf through the Fuze Platform constitutes an offer to enter into a Transaction (as defined below) between you and Fuze on the terms as set out in such Order, which may be accepted or rejected by Fuze in its sole discretion.

8.16.

Fuze shall have no liability to you for any Loss incurred in connection with any Order submitted through the Fuze Platform, regardless of whether the Order is accepted, rejected, pending or cancelled.

9. TRANSACTIONS

9.1.

If Fuze accepts an Order submitted, the resulting binding transaction (“Transaction”) will be between you and Fuze.

9.2.

You agree and understand that each Transaction shall be governed by and shall be in accordance with these trading terms and any related agreement(s), by whatever name called (“Terms”), executed between you and Fuze.

9.3.

You understand and agree that subject to the rights of Fuze as set out under this Agreement, Once a Transaction is undertaken in furtherance of an Order, you shall be bound by such Transaction and the Transaction cannot be cancelled, revoked, amended or unwound once entered into unless permitted by Fuze regardless of whether the corresponding Order was provided as a result of any inaccuracy or error by you.

9.4.

The Company reserves the right to reverse any Transaction which has resulted from any technical or manifest error or if the Company suspects any fraud, manipulation, arbitrage or other forms of deceitful or fraudulent activity in a Client’s account or multiple accounts with the Company or otherwise related or connected to the any and/or all Transactions. Under such circumstances the Company shall be entitled to withdraw any profits and charge any costs which it deems, in its sole discretion, to have been inappropriately gained and shall not be liable for the cancellation of any Transaction or profits or in the event of any damages or losses which may result from such cancellation and reversal.

9.5.

We may arrange for a Transaction to be executed (i), either in whole or in part (ii) as one single Transaction or a series of separate Transactions executed either (a) in the relevant currency or virtual asset or (b) converted into another currency or virtual asset including stablecoins. For example, we may choose to execute your transaction to buy a specific virtual asset (“Your Asset”) by buying another virtual asset under your name, with your Account balance and then converting such virtual asset to Your Asset. However, in accepting an Order, we do not represent or warrant that it will be possible to execute such Order or that execution will be possible according to your instructions.

9.6.

Fuze shall notify you through the Fuze Platform or any Agreed Communication Channel of the execution of an Order and the resulting Transaction but any failure or delay in providing such notice shall not affect the effectiveness of such Transaction(s). If you do not receive a message through the Fuze Platform or an Agreed Communication Channel indicating that an Order submitted has been accepted and that a Transaction has been entered into promptly after submitting the Order through the Fuze Platform, you shall promptly contact Fuze to confirm the status of the relevant Order submitted.

9.7.

Upon you entering into a Transaction, Fuze will provide you with a written confirmation via an Agreed Communication Channel, setting out the terms of the Transaction (a “Trade Confirmation”) within reasonable time but no later than 1 Business Day of the Transaction. You shall be responsible for comparing any Trade Confirmation or other record of any Transaction entered into between you and Fuze pursuant to the Services to your own records of Transactions entered into with Fuze and shall notify Fuze of any discrepancies as per this Agreement.

9.8.

Fuze shall have no responsibility for Orders submitted that are inaccurate or not received by Fuze, and the Transactions may be executed on the terms actually received by Fuze.

9.9.

You acknowledge and agree that the Services are provided on a non-advised basis, meaning that Fuze does not provide you with any advice as to the merits of the Services, your actions pursuant to the Services and/ or any Transactions that you undertake through the Fuze Platform.

9.10.

You acknowledge and agree that you bear sole responsibility for reporting of any Transactions as may be required under Applicable Law and regulation and that Fuze will not provide any infrastructure, support or assistance with respect to the reporting of Transactions entered into between you and Fuze.

9.11.

You acknowledge and agree that you shall bear the sole responsibility and risk in relation to the access and use of Services, Orders submitted and all the Transactions entered into by you.

9.12.

You acknowledge and agree that you shall be solely responsible for your own transactions with any third parties that may have been entered into in connection with or reliance on any Transaction(s) between you Fuze.

9.13.

You acknowledge and agree that any Orders submitted, or Transactions may be subject to risk and/or credit limits imposed by Fuze from time to time which may be general or specific to you, may apply to all or certain Virtual Assets only and at all times are imposed, amended, maintained or removed at the sole discretion of Fuze (“Trading Limits”). Fuze may reject, cancel or amend any Order that, in its sole discretion and determination, breaches or will breach a Trading Limit.

9.14.

You further acknowledge and agree that, in the absence of Manifest Error, Fuze's records as to the Services entered into by you through the Fuze Platform shall be final and conclusive.

9.15.

You undertake and agree to maintain appropriate records of all Orders submitted and Transactions as required pursuant to the Applicable Law.

9.16.

When a Digital Asset Transaction occurs using your credentials, we will assume that you authorized such transaction, unless you notify us otherwise. If you believe you did not authorize a particular transaction or that a transaction was incorrectly carried out, you must contact us as soon as possible either at our email contact or by the same method you use to contact Fuze. It is important that you check your Account balances and your Transaction history regularly to ensure you notify us as soon as possible of any unauthorized or incorrect transactions. We are not responsible for any claim for unauthorized or incorrect transactions unless you have notified us in accordance with this section.

10. SETTLEMENT OF TRANSACTIONS

10.1.

We are not obliged to settle any Transactions unless and until we have received all necessary documents (including, for the avoidance of doubt settlement instructions) or cleared funds. Our obligations to deliver any Virtual Assets investments to you or to your Account are conditional on prior receipt by us of appropriate documents (including, for the avoidance of doubt settlement instructions) or cleared funds from you.

10.2.

All completed Orders are settled, by debiting and crediting the relevant balances of the Client Money and/ or by depositing or withdrawing Virtual Assets by Fuze or Client (as applicable) (“Settlement”).

10.3.

You agree that once Fuze has transferred the settlement funds or Virtual Assets to you, such funds shall no longer be considered Client Money or Client Virtual Assets, as applicable, and shall not be subject to safeguarding requirements under the Applicable Law.

10.4.

You further agree and understand that Fuze may use third parties such as banks or other payment service providers to transfer funds and shall not be liable for any delays, errors, or failures in the transfer of settlement funds or Virtual Assets, unless such delay, error or failure is directly attributable to gross negligence or wilful misconduct of Fuze.

10.5.

You understand and agree that for the purposes of this Agreement and to perform Settlement, the Fuze will require access to your CDD and KYC

11. CLIENT MONEY AND CLIENT MONEY ACCOUNT

11.1.

Fuze will promptly place any Client Money it receives into the Client Money Account. Fuze shall open and maintain the Client Money Account with reliable banks. Fuze shall exercise due skill, care and diligence in the selection and appointment and periodic review of the bank.

11.2.

The funds deposited by you shall be available to you in your Account as per the terms under this Agreement.

11.3.

Fuze confirms that the Client Money shall be a common pooled account wherein the funds from multiple clients will be received. Accordingly, you understand that Fuze's Clients will have a joint interest in the Client Money held in the Client Money Account and a pro-rata interest in such funds.

11.4.

Fuze does not provide any deposit services and hence the Client Money held in the Client Money Account shall not attract any interest and Fuze shall not be liable to pay you any interest or additional amount, by whatever name called, on the Client Money held in the Client Money Account.

11.5.

You agree and understand that the Client Money held is not subject to any deposit protection scheme and in the event of the insolvency or any other analogous proceedings in relation to a third party bank with which the Client Money Account is maintained, Fuze may only have an unsecured claim against the third party on your behalf, and you will be exposed to the risk that the money received by Fuze from the third party is insufficient to satisfy your claims.

11.6.

You may deposit funds with Fuze (to be placed into the Client Money Account) at any time during the course of this Agreement. Funding will be made via the methods and in the currencies accepted by Fuze from time to time. The detailed information about funding options is provided on the Platform.

11.7.

Fuze may request you to provide documentation confirming the source of funds deposited into the Client Money Account. Fuze shall have the right to reject a deposit made if Fuze is not duly satisfied as to the legality of the source of funds.

11.8.

You agree and confirm that on deposit of funds made by you, the Account may not be updated immediately, and the Account may not reflect the funds deposited by you.

11.9.

You further agree and confirm that notwithstanding that the you have provided evidence of a deposit of funds into the Client Money Account, Fuze shall only be deemed to be in receipt of funds deposited by you after Fuze’s finance team has received the funds and updated your Account and Fuze shall not be deemed to have received the funds deposited under any other circumstances.

11.10.

You agree and understand that for the purposes of facilitation of Transactions under this Agreement and optimal management of Client Money, Fuze may choose to convert the Client Money funds into virtual assets including stablecoins. However this should not and is not intended to impact your claim on the Client Money or the virtual assets it is converted to. You will have the same right, title and interest to the Client Money as you would have if the funds were held in the form of fiat currency.

11.11.

You agree that in addition to where Fuze is required to meet the any of your payment obligations or fulfill any instructions from you, Fuze is authorised to transfer out any funds held in the Client Money Account, if such funds are:
  1. Payments due and payable to Fuze whether notified to you in advance or not;
  2. Any identified expenses or charges for a Transaction, as identified pre and post a Transaction;
  3. Any payments due and payable to any third party in relation to a Transaction or the Services.
  4. Notwithstanding the foregoing, you hereby expressly and irrevocably agree that, Fuze may set-off any amounts due to it under this Agreement, including any fees, against any funds held in the Client Money Account.
  5. Fuze shall ensure that its own assets are held in a separate Account from the Client Money Account.
  6. Fuze shall conduct a reconciliation of the Client Money Account in accordance with the applicable laws.

11.12.

A detailed electronic statement of the Account shall be provided to you on a monthly basis. The statement shall include details such as:
  1. balance of fiat currency available in your Account;
  2. the amount, date and value of each Transaction, the Orders placed, completed or cancelled;
  3. transfer of fiat currency into or out of your Account during the past month;
  4. any interest earned or charged on the Client Money Account since the previous statement

12. FEES AND CHARGES

12.1.

The fee and charges are variable with respect to each Service or Virtual Asset and may be amended from time to time by Fuze, but shall be notified to you pre and post Transaction.

12.2.

We may charge you VAT or other taxes where regulatory or legal requirements require us to do so.

12.3.

You are also liable for all costs, fees, charges, expenses, levies, taxes and duties arising from or in relation to the Services provided to you under this Agreement and conditions by Fuze and/or any third-party service provider appointed in connection with the same, including any withdrawal fees that may be applicable on any withdrawals made by you (“Fee and Charges”).

12.4.

You agree and understand that prior notice of any third party service provider's fee may not be provided and it may not be possible for Fuze to determine the fee pre-Transaction.

12.5.

We may charge you any reasonable costs and expenses incurred by us in our attempts to collect any unpaid and overdue amounts, including any debt collection agency charges and reasonable legal costs which are incurred by us in exercising our rights under this Agreement (including enforcement of it) and/or under Applicable Law.

12.6.

You hereby agree that notwithstanding anything contained in the Agreement and/or any other rights or remedies Fuze may have, we shall be entitled in our discretion to withhold, and/or otherwise deduct and retain, from Settlement funds, Client Money Account or any other funds made available to Fuze by you:
  1. Fees or Charges or other sums payable by Fuze to us under this Agreement; and/or
  2. a sum equal to any liability incurred by Fuze under this Agreement.

13. TREATMENT IN THE EVENT OF FORKS, AIRDROPS AND SIMILAR EVENTS

13.1.

Unless specifically communicated and provided a written notice by us, You understand and agree that we does not support airdrops, colored coins, side chains, or other derivative, enhanced, or forked protocols, tokens, or coins including metacoins which supplement or interact with Virtual Assets supported by us (collectively, “New Events”). The Client shall not use the Services to attempt to receive, request, send, store, or engage in any other type of transaction involving a New Event. You agree and understand that the Services are not configured to detect and/or secure New Event transactions, and we assume absolutely no responsibility whatsoever in respect to New Events.

13.2.

We reserve the right to the assess the impact of any New Event we may, in our sole discretion, decide whether to support (or cease supporting) any Virtual Asset after a New Event.

13.3.

In the event of a New Event, Client agrees that we may temporarily suspend our operations.

13.4.

We may (where practical), but are not obligated to provide prior written notice to the Client promptly upon becoming aware of such a potential suspension and advise the Client of any risk of loss and any mitigation measures that we may put in place.

14. SUSPENSION OR CLOSURE OF YOUR ACCOUNT

14.1.

If you suspect that your Fuze Account or any of your security details or login credentials have been compromised or if you become aware of any fraud or attempted fraud or any other suspicious, unauthorized activity or security incident (including a cyber-security attack) affecting you and/or Fuze (together a “Security Breach”), you must notify Fuze as soon as possible and continue to provide accurate and up-to-date information throughout the duration of the Security Breach. You must take any steps that we reasonably require to reduce, manage or report any Security Breach. Failure to provide prompt notification of any Security Breach, or to take any steps that we may reasonably require, may be taken into account in our determination of the appropriate resolution of the matter.

14.2.

Fuze reserves the right to suspend, freeze or cancel your login access, your Fuze Account or your funds or virtual assets with Fuze without any prior notice to you if we suspect that it is being used in an unauthorized or fraudulent manner.

14.3.

Fuze may at any time in its sole discretion, in addition to taking any action and seeking any remedy it may be entitled to in law or in equity, immediately (i) suspend your Fuze Account, (ii) terminate Services and seek to recover additional assets or funds from you in the event that the funds or Virtual Assets in Fuze’s possession or control are insufficient to cover Fuze’s losses, and (iii) suspend your access to our Services until a determination has been made, if:

14.3.1.

we suspect, in our sole discretion, your involvement in any fraudulent activity of any kind, misuse of the Services, provision of inaccurate or misleading information to us, any money laundering or other financial crime related to you or your Fuze Account;

14.3.2.

we suspect, in our sole discretion, you have committed a crime in the applicable jurisdiction;

14.3.3.

we are required to do so by a regulatory authority, court order, facially valid subpoena, or binding order of a government authority;

14.3.4.

the account is, or is related to any account that is, subject to any pending litigation, investigation, or governmental proceeding;

14.3.5.

you default on any transaction, for any reason;

14.3.6.

a request for funds or similar transfer has been declined or returned by your bank;

14.3.7.

we believe someone is attempting to gain unauthorized access to your Fuze Account;

14.3.8.

we believe there is unusual activity in your Fuze Account, requested transactions, and/or activity with Fuze;

14.3.9.

we believe you are using the Services, your login credentials, or other account information in an unauthorized or inappropriate manner; or

14.4.

You agree and understand that in the event that you or a third party deposits or transfers Virtual Assets into a Virtual Asset address that is not yours or under your control (“Unsolicited Transfer”), we have the right to and may account for any such Virtual Asset as belonging solely to us, if sent to any other Virtual Asset address that we control.

14.5.

You further agree and understand that an Unsolicited Transfer, does not create or represent any relationship between us and the sender and/or the related Virtual Asset network, and does not subject us to any obligations whatsoever as they relate to the sender and/or related Virtual Asset network.

14.6.

We may, in our sole discretion, give Written Notice that your Fuze Account has been suspended, or any portion of the Service terminated or locked, and may, in our sole discretion, disclose the reasons for suspension, if permitted to do so by law.

15. ACCOUNT INVESTIGATIONS

15.1.

You agree and understand that Fuze has the right to investigate your Fuze Account and/or transaction history and activity in case Fuze suspects any fraudulent activity, abuse or a violation of this Agreement.

15.2.

You further agree and understand that we have the right to immediately investigate your Account and/or transaction history and activity, if:

15.2.1.

we are required to do so by a regulatory authority, court order, facially valid subpoena, or binding order of a government authority;

15.2.2.

You, your transaction history or any related account is, or is subject to any pending litigation, investigation, governmental proceeding, or regulatory request;

15.3.

You acknowledge and agree that Fuze may not be permitted to disclose such an investigation or provide you notice or information, as a matter of law.

16. COMMUNICATIONS BY FUZE

16.1.

Fuze may, from time to time and in its discretion, require you to send any communications in a specific form or by a specific method.

16.2.

You agree that all communications from Fuze under this Agreement and relating to any Services provided under this Agreement including but not limited to Trade Confirmations, account statements, transaction updates, any notices under this Agreement and any other notifications (collectively, "Communications"), may be sent to you through any of the Agreed Communication Channel.

16.3.

You further acknowledge and agree that any Communication sent to you via an Agreed Communication Channels shall be, save for any Manifest error, deemed valid and legally binding, and you hereby waive any claim that such Communications are invalid or unenforceable solely due to the chosen Agreed Communication Channel. It is your responsibility to ensure that you maintain access to the Agreed Communication Channels and promptly review all Communications sent to you.

16.4.

You hereby specifically authorise Fuze to act on telephone, fax and other electronic instructions through the Fuze Platform, and specifically indemnify Fuze for carrying out telephone, fax and/or other electronic instructions. The Company reserves the right not to act on any telephone, fax or electronic instructions in its sole discretion.

16.5.

You expressly consent to receive Communications electronically through the Agreed Communication Channels.

16.6.

Fuze will treat as genuine and process any communications that the Company believes in good faith to have been issued by you (or your authorised representatives) and Company will not be obliged to confirm or verify the authenticity of the communication.

16.7.

Where the Company receives instructions or purported instructions by letter, electronic communication or any other method acceptable to Company, Company may without further enquiry as to the identity or authority of the person giving any such instructions or the authenticity of the communication and may treat this as fully authorised by and binding on you.

16.8.

Where instructions are given, forms are submitted or execution pages of documents are provided to Company by fax, scanned image, email, a photocopy or any other form (other than the original), Company may refuse to act on this until it has received the original. Where Company agrees to act in reliance on the copy, you will provide Company with the original within the time requested by the Company.

16.9.

You will indemnify Company (and their respective directors, personnel, agents and correspondents) for all costs and losses, including lost profits, they incur arising out of or in connection with anything done or omitted pursuant to any instructions given by you (whether by email, fax, letter, telephone or otherwise).

16.10.

You are responsible for keeping your contact information on the Agreed Communication Channels up to date. You agree to promptly notify Fuze of any changes to your contact information to ensure the effective and timely delivery of Communications.

16.11.

You acknowledge the importance of maintaining the security and confidentiality of Communications received through the Agreed Communication Channels, as they may contain sensitive information related to the Services. You agree that you are liable for implementing reasonable security measures to protect your communication devices and accounts associated with the Agreed Communication Channels.

17. REPRESENTATIONS AND WARRANTIES

17.1.

In addition and without prejudice to the representations and warranties made by you in this Agreement, you hereby represent and warrant as follows each time you access and use the Services or enter into a Transaction:

17.1.1.

you have all necessary capacity, authority, powers, consents, licences and authorisations and to lawfully enter into and perform this Agreement;

17.1.2.

you have read this Agreement and all key features documents (including all risk disclosures) and you are aware of and understand the risks inherent in making any relevant investments

17.1.3.

you are capable of assessing the merits of and understanding (on your own behalf or through independent professional advice), and accept and assume the risks and the terms and conditions of accessing and using the Services and the relevant Transaction

17.1.4.

you are acting for your own account and have made your own independent decisions to access and use the Services, enter into the relevant Transaction and as to whether the Transaction is appropriate and proper for you based on your own judgment and upon advice from such advisors as you have deemed necessary. Fuze does not provide you with any investment, legal, tax or other form of advice, nor can you request any such advice from Fuze.

17.1.5.

you are not relying on any communication (written or oral) made by or on behalf of Fuze as investment advice or as a recommendation to access and use the Services or enter into the Transaction, it being understood that information or explanations in relation to the Services, Quotes, Quote Requests, Orders and Transactions shall not be considered as investment advice or a recommendation to enter into that transaction.

17.1.6.

you will access and use the Services solely for the purposes set forth in this Agreement and in compliance with the Applicable Law. You will not (i) distribute, retransmit, display or otherwise disclose or make available the Fuze Platform or an Agreed Communication Channel for the access or use of Services or any Quote to any third parties except as required by Applicable Law or (ii) enhance, alter or make derivative works from the Services, Fuze Platform or any Quotes (including without limitation by using the Quotes in connection with the creation or calculation of alternative quotes, indexes, or fair value, generic, or benchmark pricing).

17.1.7.

any information provided by you in relation to your identity, status, residence or domicile is complete, true, accurate and correct at the time provided;

17.1.8.

this Agreement, each Transaction and the obligations created under them both are binding upon you and enforceable against you in accordance with their terms (subject to applicable regulations) and do not and will not violate the terms of any regulation, order, charge or agreement by which you are bound;

17.1.9.

no event of default or any event which may become (with the passage of time, the giving of notice, the making of any determination or any combination of the above) an event of default has occurred and is continuing with respect to you;

17.1.10.

any information which you provide or has provided to Fuze in respect of your financial position or other matters is accurate and not misleading in any material respect;

17.1.11.

you are willing and financially able to sustain loss of funds resulting from Transactions;

17.1.12.

neither you, nor any of your shareholders, ultimate beneficial owners, directors or key management personnel, as applicable have been convicted of any crimes (in any jurisdiction);

17.1.13.

you have disclosed the details of your ultimate beneficial owners, if applicable.

17.2.

you shall notify Fuze in writing if there is any material change to information you have previously given to Fuze at any time.

18. COVENANTS

18.1.

You provide the following covenants to Fuze that:

18.1.1.

you will use all reasonable steps to comply with all applicable laws, rules and regulations in relation to this Agreement and any Transactions, so far as they are applicable to you;

18.1.2.

upon demand, you will provide Fuze with such information as Fuze, may reasonably require, to evidence the matters referred to in this Section 18 or elsewhere in this Agreement or to comply with any applicable law, rules or regulations; and

18.1.3.

you will not give orders or otherwise take any action that could constitute market abuse or otherwise amount to a breach of any applicable law, rules or regulations.

19. INDEMNIFICATION

19.1.

YOU SHALL INDEMNIFY, DEFEND, AND HOLD HARMLESS FUZE OR ANY OF ITS AFFILIATES OR GROUP COMPANIES PROVIDING SERVICES TO YOU, ITS DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS, SUCCESSORS, AND ASSIGNS (COLLECTIVELY, “INDEMNIFIED PARTIES”) FROM AND AGAINST ALL CLAIMS, LOSSES, LIABILITIES, DEMANDS, FEES AND EXPENSES (INCLUDING ATTORNEYS' FEES AND OTHER LITIGATION COSTS) ARISING IN CONNECTION WITH THE SERVICES PROVIDED BY FUZE, INCLUDING WITHOUT LIMITATION TO THE EXTENT ARISING FROM:
  1. ANY CLAIM OR DISPUTE BROUGHT BY YOU OR ANY THIRD PARTY, AGAINST AN INDEMNIFIED PARTY.
  2. ANY CLAIM BROUGHT BY THE YOU OR BY ANY THIRD PERSON AGAINST AN INDEMNIFIED PARTY IN CONNECTION WITH THE SERVICES OR THE PLATFORM PROVIDED BY FUZE, SERVICES ACCESSED OR USED BY YOU OR ANY ORDER AND TRANSACTIONS UNDERTAKEN PURSUANT TO THIS AGREEMENT
  3. ANY UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR THE PLATFORM;
  4. ANY TRANSACTION, WHETHER COMPLETED OR NOT, THAT IS ATTEMPTED OR COMPLETED AS A RESULT OF ANY UNAUTHORIZED ACCESS OR USE OF THE SERVICES OR THE PLATFORM; OR
  5. RESOLVING ANY DISPUTE RELATING TO ANY ORDER, TRANSACTION OR THESE SERVICES OR IN ENFORCING THE FUZE’S RIGHTS UNDER OR IN CONNECTION WITH THE TERMS AND CONDITIONS CONTAINED HEREIN, OR WHICH MAY HAVE ARISEN EITHER DIRECTLY OR INDIRECTLY OUT OF OR IN CONNECTION WITH FUZE OR AN INDEMNIFIED PARTY PERFORMING ITS OBLIGATIONS HEREUNDER OR ACCEPTING INSTRUCTIONS, INCLUDING BUT NOT LIMITED TO, BY FAX AND OTHER TELECOMMUNICATIONS OR ELECTRONIC INSTRUCTIONS, AND ACTING OR FAILING TO ACT THEREON.

19.2.

YOU AGREE AND UNDERSTAND THAT

19.2.1.

THE INDEMNIFIED PARTIES ARE NOT A PARTY TO YOUR TRANSACTIONS AND ARE NOT PRIVY TO THIS AGREEMENT

19.2.2.

THAT THE INDEMNIFIED PARTIES SHALL NOT BE HELD LIABLE OR BE SUBJECT TO ANY LEGAL CLAIMS OR DISPUTES ARISING IN RELATION TO (I) A QUOTE, (II) AN ORDER SUBMITTED TO OR TRANSACTIONS WITH FUZE (III) THIS AGREEMENT.

19.2.3.

YOU EXPRESSLY WAIVE ANY RIGHT TO SUE OR INITIATE LEGAL PROCEEDINGS AGAINST THE INDEMNIFIED PARTIES IN CONNECTION LEGAL CLAIMS OR DISPUTES ARISING IN RELATION TO (I) A QUOTE, (II) AN ORDER SUBMITTED TO OR TRANSACTIONS WITH FUZE (III) THIS AGREEMENT.

20. DISCLAIMERS

20.1.

THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND. THE SERVICES MAY RELY, IN WHOLE OR PARTLY, ON THIRD-PARTY SOFTWARE AND THE CONTINUED DEVELOPMENT AND SUPPORT OF THIRD PARTIES. THERE IS NO ASSURANCE OR GUARANTEE THAT THOSE THIRD PARTIES WILL MAINTAIN THEIR SUPPORT OF THEIR SOFTWARE, WHICH MIGHT HAVE A MATERIAL ADVERSE EFFECT ON THE SITE OR SERVICES BEYOND OUR REASONABLE CONTROL.

20.2.

FUZE SPECIFICALLY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES REGARDING (I) THE SERVICES, (II) THE FUZE PLATFORM, (III) ANY AGREED COMMUNICATION CHANNEL, (IV) THE DATA TRANSMITTED BY FUZE TO AND FROM ANY THIRD PARTY IN CONNECTION WITH THE SERVICES (V) THE DATA TRANSMITTED BY A THIRD PARTY TO FUZE IN CONNECTION WITH THE SERVICES. FUZE EXPRESSLY DISCLAIMS LIABILITY FOR ANY DELAY IN SERVICES OR THE FAILURE TO PROVIDE THE SERVICES, ACCEPT ANY QUOTE REQUEST, QUOTE OR ORDER MADE THROUGH THE FUZE PLATFORM INCLUDING WITHOUT LIMITATION, (A) ANY WARRANTIES THAT THEY ARE FREE OF DEFECTS, MERCHANTABLE, FIT FOR A PARTICULAR PURPOSE OR NON-INFRINGING, (B) THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS, AND (C) THAT ANY INFORMATION PROVIDED BY YOU WILL BE SECURE AND NOT LOST OR DAMAGED. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. NO USE OF THE SERVICES IS AUTHORIZED HEREUNDER EXCEPT AS PERMITTED UNDER THIS AGREEMENT.

20.3.

THE SERVICES MAY MALFUNCTION OR BECOME TEMPORARILY UNAVAILABLE DUE TO A COMPUTER MALFUNCTION OR NETWORK CONGESTION OR SOME OTHER REASON. FUZE DOES NOT GUARANTEE THAT THE SERVICES WILL BE AVAILABLE AT ALL TIMES, AND IT IS NOT RESPONSIBLE FOR LOSSES, DAMAGES OR COSTS, EXPENSES OF ANY NATURE INCURRED OR SUFFERED BY YOU AS A RESULT OF THE UNAVAILABILITY OR MALFUNCTION OF THE SERVICES, THE FUZE PLATFORM OR AN AGREED COMMUNICATION CHANNEL, INTERRUPTION OR DISCONNECTION IN THE OPERATION OF THE FUZE PLATFORM, AN AGREED COMMUNICATION CHANNEL OR SERVICES, ANY TECHNICAL PROBLEMS, SYSTEM FAILURES AND MALFUNCTIONS, COMMUNICATION LINE FAILURES, EQUIPMENT OR SOFTWARE FAILURES OR MALFUNCTIONS, SYSTEM ACCESS ISSUES, SYSTEM CAPACITY ISSUES, HIGH INTERNET TRAFFIC DEMAND, SECURITY BREACHES AND UNAUTHORIZED ACCESS, AND OTHER SIMILAR COMPUTER PROBLEMS AND DEFECTS.

20.4.

REGARDLESS OF ANY OTHER PROVISION OF THIS AGREEMENT, FUZE HAS THE RIGHT TO SUSPEND OR TERMINATE (AT ANY TIME, WITH OR WITHOUT CAUSE OR PRIOR NOTICE) ALL OR ANY PART OF THE SERVICES, OR YOUR ACCESS THERETO, FOR ANY REASON, INCLUDING BUT NOT LIMITED TO, CHANGING THE FEATURES OR FUNCTIONALITY OF THE SERVICES, ALL WITHOUT ANY LIABILITY OF FUZE TO YOU. YOU UNDERSTAND YOU CAN HAVE NO EXPECTATION OF ANY USE OR CONTINUED USE OF THE SERVICES.

20.5.

FUZE PROVIDES NO REPRESENTATIONS AS TO THE ACCURACY OR FITNESS FOR PURPOSE OF ANY AGREED COMMUNICATION CHANNEL, NOR DOES FUZE ACCEPT ANY RESPONSIBILITY FOR ANY LOSS INCURRED BY YOU ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE FUZE PLATFORM, AN AGREED COMMUNICATION CHANNEL, ANY ORDER SUBMITTED OR ANY TRANSACTION NOT COMPLETED OR COMPLETED AT A LOSS TO YOU.

21. EXCLUSIONS AND LIMITATION OF LIABILITY

21.1.

YOU ACKNOWLEDGE THAT DETRIMENTAL FINANCIAL RESULTS MAY OCCUR THROUGH USE OF THE SERVICES AND ACCEPT ALL FINANCIAL CONSEQUENCES RESULTING FROM SUCH USE. YOU ACKNOWLEDGE AND AGREE THAT FUZE IS NOT A GUARANTOR OF ANY ORDERS PLACED OR TRANSACTIONS HEREUNDER.

21.2.

WITHOUT PREJUDICE TO THE GENERALITY OF THE OTHER TERMS IN THIS AGREEMENT AND EXCEPT TO THE EXTENT THAT LIABILITY CANNOT BE EXCLUDED UNDER ANY APPLICABLE LAW OR REGULATION, YOU ACKNOWLEDGE AND AGREE THAT NEITHER FUZE NOR ANY OF THE FUZE GROUP COMPANIES, THEIR RESPECTIVE DIRECTORS, SHAREHOLDERS, MEMBER, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, REPRESENTATIVE, SUPPLIERS OR CONTRACTORS (“RELATED PERSONS”) SHALL, IN NO CIRCUMSTANCES BE LIABLE TO YOU OR ANY OTHER THIRD PARTY FOR ANY LOSSES, LIABILITIES, DAMAGES, FEES, EXPENSES OR DEMAND OF WHATSOEVER NATURE YOU MAY SUFFER OR INCUR IN CONNECTION WITH:

21.2.1.

ANY SERVICES PROVIDED AND YOUR USE OF SERVICES HOWSOEVER ARISING, INCLUDING BUT NOT LIMITED TO DIRECT DAMAGES, LOST PROFITS, TRADING LOSSES, LOSS OF USE, INTERRUPTION OF BUSINESS, LOSS OF DATA, LOSS OF GOODWILL, LOSS OF OPPORTUNITY, LOSS OF INVESTMENTS OR EXPENDITURES OR ANY OTHER SUCH DAMAGES, ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND, WHETHER IN TORT (INCLUDING NEGLIGENCE), CONTRACT, STRICT LIABILITY OR OTHERWISE, WHETHER OR NOT FUZE HAD BEEN ADVISED OF THE POSSIBILITY OF THE SAME ARISING OR THAT THE SAME WERE REASONABLY FORESEEABLE;

21.2.2.

THE SERVICES; THE FUZE PLATFORM, AN AGREED COMMUNICATION CHANNEL, AVAILABILITY OR NON-AVAILABILITY OF THE SERVICES, THE FUZE PLATFORM OR AN AGREED COMMUNICATION CHANNEL; ANY UNAUTHORIZED ACCESS OR USE OF THE SERVICES, THE FUZE PLATFORM OR AN AGREED COMMUNICATION CHANNEL; ANY ACTIVITY ON THE FUZE PLATFORM, AN AGREED COMMUNICATION CHANNEL OR ANY TRANSACTION, WHETHER AUTHORIZED BY YOU OR NOT, WHETHER COMPLETED OR NOT, OR WHETHER THAT IS ATTEMPTED OR COMPLETED AS A RESULT OF ANY UNAUTHORIZED ACCESS OR USE OF THE SERVICES, THE FUZE PLATFORM OR AN AGREED COMMUNICATION CHANNEL;

21.2.3.

FUZE'S INABILITY TO ENTER INTO, AMEND OR CANCEL A QUOTE REQUEST, ORDER OR A TRANSACTION; FAILURE OR DELAY TO ACCEPT A QUOTE REQUEST, PROVIDE A QUOTE OR EXECUTE AN ORDER THROUGH THE FUZE PLATFORM OR AN AGREED COMMUNICATION CHANNEL OR AN ERROR, OMISSION, INACCURACY OR INCOMPLETE DATA IN ANY QUOTE REQUEST, QUOTE OR ORDER SUBMITTED RESULTING FROM THE USE OF THE SERVICES OR THE RESULTANT TRANSACTION OR FOR EXERCISING OR FAILING TO EXERCISE ANY DISCRETION, POWER OR AUTHORITY CONFERRED UPON FUZE BY THIS AGREEMENT.

21.2.4.

ANY WRONGFUL INTERCEPTION OF ANY QUOTE, QUOTE REQUEST, ORDER SUBMITTED OR TRANSACTION THROUGH THE FUZE PLATFORM OR AN AGREED COMMUNICATION CHANNEL, INCLUDING ANY EQUIPMENT OR SYSTEM OWNED AND/OR OPERATED BY OR FOR FUZE

21.2.5.

ANY QUOTE PROVIDED BY FUZE

21.2.6.

ANY REJECTION OR NON-EXECUTION OF QUOTE REQUEST, QUOTE OR ORDER SUBMITTED THROUGH THE FUZE PLATFORM;

21.2.7.

ANY FAILURE TO PERFORM ANY OBLIGATION UNDER THIS AGREEMENT OR FOR ANY DELAY IN THE PERFORMANCE THEREOF

21.2.8.

YOUR DECISIONS OR PURCHASES OF ANY THIRD PARTY GOODS OR SERVICES (INCLUDING FINANCIAL INSTRUMENTS AND VIRTUAL ASSETS) BASED ON ANY QUOTE OR ANY OTHER INFORMATION PROVIDED THROUGH THE SERVICES OR OTHERWISE

21.2.9.

ANY DELAY BY YOU IN THE RECEIPT OF ANY NOTIFICATION (INCLUDING ANY TRADE CONFIRMATION) CONFIRMING THAT ANY ORDER SUBMITTED HAS OR HAS NOT BEEN EXECUTED AND THE CONSEQUENT EXISTENCE OR NON-EXISTENCE OF A BINDING TRANSACTION; OR

21.2.10.

ANY UNAUTHORISED ACCESS TO OR USE OF THE SERVICES, THE FUZE PLATFORM OR AN AGREED COMMUNICATION CHANNEL;

21.3.

YOU ACKNOWLEDGE AND AGREE THAT THE USE OF THE SERVICES, THE FUZE PLATFORM OR AN AGREED COMMUNICATION CHANNEL IN CONNECTION WITH THE SERVICES IS ENTIRELY AT YOUR OWN RISK AND ACCORDINGLY, YOU ASSUME FULL RESPONSIBILITY AND RISK OF ANY LOSS, DAMAGES, EXPENSES OR COSTS RESULTING FROM OR RELATING TO SUCH USE.

21.4.

THE TOTAL AGGREGATE LIABILITY OF FUZE AND ITS RELATED PERSONS IN CONNECTION WITH THE SERVICES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, WILL NOT EXCEED THE AMOUNT EQUIVALENT TO ONE (1) MONTH’S FEE CHARGED FUZE.

22. FUZE PLATFORM

22.1.

We provide the Fuze Platform (and, where applicable, API and any other relevant software) to enable you to use the Services. We reserve the right to change or amend the Fuze Platform, API or other relevant Software and/or their respective interface(s) at any time.

22.2.

You agree that you may be required to install new or update existing software to continue to use the Services and it is your sole responsibility to ensure it has all necessary software, updates and changes installed to receive the Services.

22.3.

Fuze retains all rights, title and interest in and to the Fuze Platform and the Services, including all source code, object code, data, information, copyrights, trademarks, patents, inventions and trade secrets embodied therein, and all other rights not expressly granted to you under this Agreement. Nothing in this Agreement constitute a waiver of any of Fuze’s rights under the intellectual property laws of the United Arab Emirates or any other jurisdiction or under any other federal, state, or foreign laws.

22.4.

You may only use the Services as expressly permitted by this Agreement. You may not alter, modify, decompile, disassemble, or reverse engineer the Fuze Platform or the Services. Any attempt to use, copy, or convey the Fuze Platform or the Services in a manner contrary to the terms of this Agreement or in competition with Fuze or in derogation of Fuze’s proprietary rights, whether such rights are stated herein or determined by law or otherwise, will result in this Agreement being automatically terminated and Fuze shall have all rights and remedies available to it under the Applicable Law, including without limitation, the right to immediate injunctive relief. You hereby acknowledge that all other remedies are inadequate.

23. DATA PROTECTION

23.1.

Fuze has implemented security policies, rules and technical measures to protect the personal data that we collect, process and store in accordance with applicable data protection laws.

23.2.

Fuze's security measures are designed to prevent unauthorised access, improper use or disclosure, unauthorised modification and unlawful destruction or accidental loss.

23.3.

Information on how we collect, store and process your personal data can be found here . Changes may be made to Fuze's Privacy Policy without notice and at the discretion of Fuze.

24. MARKETING AND OTHER USE OF LOGOS

24.1.

You agree that your name and standard logo (as published by you), as applicable, may be included by us on the Fuze Client list on our website and in our marketing materials. We shall be entitled to use the said list freely in our commercial efforts. Any other use of your name, logo or information shall only occur with your prior written consent.

24.2.

You may not use our logo without the prior express written approval of Fuze.

25. CONFLICT OF INTEREST POLICY

25.1.

Fuze's Services are provided on a non-exclusive basis. Fuze may have an interest, relationship or arrangement (“Interest”) in any Service offered by Fuze. Such an Interest may not be separately disclosed to you before or at the time you enter into any investment, a Transaction or any other arrangement relating to an investment with Fuze. If any such Interest exists, Fuze will ensure that, in accordance with its Conflict of Interest Policy, all Clients are treated fairly and in such a manner as to ensure that any conflict that may exist does not prejudice any Client’s interests.

26. TERMINATION

26.1.

This Agreement may be terminated, in whole or in part, immediately and at any time by Fuze without any liability or penalty for such termination and without any prior notice to you. Fuze will not be obliged to give reasons for the termination.

26.2.

If you choose to close your Account, this Agreement shall stand terminated.

26.3.

Following termination pursuant to this Section 26, Fuze shall determine whether to complete any outstanding transactions or obligations. For the avoidance of doubt, you agree that you shall be responsible for the payment of any costs, fees, charges, expenses, levies, taxes and duties incurred by Fuze, in relation to any such outstanding Orders or transactions at the time of termination, irrespective whether the termination was initiated by Fuze or you. Any outstanding payments, fees, costs and expenses incurred by Fuze at the time of termination or resulting from such termination shall become due and payable by you immediately upon termination.

26.4.

At the sole discretion of Fuze, any pending Orders, at the time of the termination of this Agreement may be cancelled without the need for any further notice to you.

26.5.

You understand and agree that the date of refund to you by Fuze (where applicable) may be different from the date your Account is closed.

26.6.

Following the termination of this Agreement and subject to the terms of this Agreement, where applicable, your Virtual Assets will be sent to you as per your instructions.

27. CLIENT COMPLAINTS

27.1.

Client complaints in connection with the Services must be lodged immediately upon becoming aware of such complaint or concern. Immediately upon receipt of your complaint to the Compliance Officer ("Officer”) will be informed of the complaint. Within 7 days of receipt of the complaint the Officer will acknowledge receipt. The Company will try to resolve/redress your complaint within a maximum of Sixty (60) days. During the complaints process we will update you regularly on the progress of the complaints handling. You will be given the contact details for the individual handling the complaint.

27.2.

If a complaint is delayed, the Client will forfeit any possible claims to damages. Where the Company is required to provide statements, complaints about statements must be communicated in writing within one month from the date of dispatch. Upon expiry of this period the statements shall be deemed to have been approved. The express or tacit approval of a statement includes the approval of all items it contains and of any reservations made by the Company to any of these items.

27.3.

Any referral to external parties including regulatory bodies may involve transferring and disclosing personal data. You have the right to object at any time on reasonable grounds relating to your particular situation to the processing of your personal data.

27.4.

The Company will investigate the factual and legal circumstances of the case. Based on the outcome of its investigations, the Company will decide on the position to be taken by the Company. Once the investigation has been concluded you will promptly be informed in writing of the findings of the investigation.

27.5.

To make a complaint, please send your complaint in writing to [email protected].

28. MISCELLANEOUS

28.1.

Applicable Laws.

28.1.1.

this Agreement is subject to the laws, regulations, and rules of the Virtual Asset Regulatory Authority, Dubai, and any governmental or regulatory authority that apply to Fuze, and those which might apply to you in your country of residence or where you are normally domiciled, as enacted, replaced or amended from time to time.

28.1.2.

the laws and regulations in force by VARA, including but not limited to those in relation to the protection of personal data and consumer protection as applicable; and

28.1.3.

the federal laws and regulations in force in the United Arab Emirates, to the extent applicable, including without limitation the relevant UAE legislations related to anti-money laundering (AML) and combating financial terrorism (CFT).

28.1.4.

By agreeing to this Agreement, you expressly agree to comply at all times with the applicable laws and regulations, as these may apply to you from time to time.

28.2.

Injunctive Relief. You agree and understand that your obligations set forth in this Agreement are necessary and reasonable in order to protect Fuze and our business. You expressly agree that due to the unique nature of our business, monetary damages would be inadequate to compensate us for any breach by you of your covenants and agreements set forth in this Agreement. Accordingly, you agree and understand that any such violation or threatened violation shall cause irreparable injury to us and that, in addition to any other remedies that may be available, in law, in equity or otherwise, we shall be entitled to obtain injunctive relief against any threatened breach of this Agreement or your continuation of any such breach, without the necessity of proving actual damages.

28.3.

Relationship of the Parties. You agree and understand that nothing in these Terms shall be deemed to constitute, create, imply, give effect to, or otherwise recognize a partnership, employment, joint venture, or formal business entity of any kind; and the rights and obligations of the parties shall be limited to those expressly set forth herein. Except for the indemnity and exculpation provisions herein, nothing expressed in, mentioned in, or implied from these Terms is intended or shall be construed to give any person other than the parties hereto any legal or equitable right, remedy, or claim under or in respect to these Terms to enforce any of its terms which might otherwise be interpreted to confer such rights to such persons, and these Terms and all representations, warranties, covenants, conditions and provisions hereof are intended to be and are for the exclusive benefit of you and us.

28.4.

Security Of Communications. There is no guarantee that all means of communication between us will be secure, virus free or successfully delivered. We are not liable to you, and you accept responsibility if, due to circumstances beyond our reasonable control, communications are intercepted, delayed, corrupted, not received or received by someone else. If we think this has happened, we will try to contact you.

28.5.

Amendments; Waivers. You agree that Fuze may amend this Agreement at any time without prior notice to or consent form you. An updated version will be made available to you when you access the Fuze Platform or Services after an update has been made and you acknowledge and agree that by continuing to access or use the Services after such amendment, you shall be deemed to have accepted the amendments. this Agreement may not be otherwise amended without the prior written consent of Fuze. No consent with respect to any action or omission by Fuze shall operate as a consent to, waiver of, or estoppel with respect to, any other or subsequent action or omission. No failure to exercise and no delay in exercising any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy or power hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy or power provided herein or by law or at equity.

28.6.

Assignment; Successors and Assigns. This Agreement shall be binding on and inure to the benefit of the Parties and their respective affiliates, successors, heirs, personal representatives, and permitted assigns. You shall not be entitled to assign or delegate your rights or obligations hereunder without the prior written consent of Fuze, which may be withheld in such other Party’s sole discretion. Fuze shall be entitled to assign or delegate its rights and obligations hereunder without your consent and without notice to you.

28.7.

Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under the Applicable Law, but if any provision of this Agreement is held to be prohibited by or invalid under Applicable Law, such provision will be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.

28.8.

Governing Law and Jurisdiction

28.8.1.

this Agreement shall be governed by, and construed and enforced in accordance with the laws of the Abu Dhabi Global Market without giving effect to the principles of conflicts of law thereof. Each Party hereby agrees that (i) any and all litigation arising out of this Agreement shall be conducted only in the Courts of the Abu Dhabi Global Market and (ii) such courts shall have the exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement.

28.8.2.

EACH PARTY HEREBY EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO this Agreement OR ANY OTHER MATTER INVOLVING THE PARTIES, AND AGREES THAT ANY SUCH ACTION SHALL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY.

28.8.3.

Each Party irrevocably and unconditionally hereby submits to the personal jurisdiction of such courts described in Section 28.8.1 and waives any objection such Party may now or hereafter have to venue or that such courts are inconvenient forums.

28.9.

No Third Party Beneficiary. Except to the extent otherwise expressly provided herein, this Agreement is intended solely for your and Fuze’s benefit and the Parties respective successors or permitted assigns, and it is not the intention of the Parties to confer third-party beneficiary rights upon any third party.

28.10.

Force majeure. In this Agreement “force majeure” shall mean any cause preventing Fuze from performing any or all of its obligations which arise from or are attributable to either acts, events or omissions or accidents beyond the reasonable control of Fuze so prevented, including but without limitation any breakdown, malfunction or failure of transmission, act of God, war, terrorism, malicious damage, civil commotion, communication or computer facilities, industrial action, acts and regulations of any governmental or supranational bodies or authorities or the failure of any relevant intermediate broker, agent or principal. There will be no obligation on Fuze to perform any of their obligations under this Agreement on the occurrence of a force majeure event or while a force majeure event is continuing. Fuze shall use all reasonable endeavours to bring the force majeure event to a close or to find a solution by which this Agreement may be performed despite the continuance of a force majeure circumstance and/or shall take all reasonable steps to resume performance as soon as is reasonably possible following the cessation of a force majeure event. In any event Fuze shall not be liable to you for any delayed, partial or non-performance of Fuze's obligations hereunder by reason of force majeure.

28.11.

Change of Control. In the event that we are acquired by or merged with a third-party entity, we reserve the right, in any of these circumstances, to transfer or assign the information we have collected from you as part of such merger, acquisition, sale, or other change of control.

28.12.

Survival. You agree and understand that all provisions of these Terms, which by their nature extend beyond the termination or expiration of these Terms, including, but not limited to, sections pertaining to suspension, investigations, remedies for breach, termination, debts owed, right to offset, general use of the Services, disputes with us, and general provisions, shall survive the termination or expiration of this Agreement.

28.13.

Entire Agreement. This Agreement constitutes the entire agreement of the parties hereto and supersedes all prior representations, understandings, undertakings or agreements (whether oral or written and whether expressed or implied) of the parties with respect to the subject matter hereof.