Trading Desk Terms of Use
Terms of Use
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INTRODUCTION
The following Terms and Conditions (these “Terms”) apply, in addition to Luno’s standard terms of use (available at https://www.luno.com/en/legal/terms) (the “Terms of Use”), to any person that utilises Luno’s Services through the Luno Site and/or the Trading Platform. Defined terms used but not specifically defined in these Terms will have the meaning given to it in Luno’s standard Terms of Use.
These Terms are an addendum to, and therefore form part of, the above mentioned Terms of Use. These Terms accordingly constitute a legally binding agreement between you and the Luno entity with whom you have contracted under Luno’s Terms of Use. If a matter is not specifically provided for in these Terms, they will be regulated by the Terms of Use and any reference to the Luno Site in the Terms of Use will be interpreted to also include the Trading Platform to the extent appropriate. If any conflict is identified between these Terms and the Terms of Use, the provisions of these Terms will prevail. Repetition in these Terms of certain but not all of the provisions of the Terms of Use is for emphasis only and should not be interpreted as meaning that the provisions of the Terms of Use that have been omitted by their exclusion or that they otherwise do not apply.
For the purposes of these Terms, any reference to “we”, “us”, “our”, “Luno” and/or any similar term shall be construed as reference to the Luno entity with whom you are contracting.
By utilising the Services, you unconditionally accept these Terms and agree to be bound by and act in accordance with them. You also accept and agree that you are solely responsible for understanding and complying with all laws, rules, regulations and requirements of the jurisdiction in which you live that may be applicable to your use of the Services, including but not limited to, those related to taxation, export or import activity, or foreign currency transactions.
DEFINITIONS AND INTERPRETATION
In these Terms the following expressions and words have the meanings assigned to them and derivative expressions and words will have a corresponding meaning:
“Account Close Out Ratio” means the Collateral Margin Ratio, as may be communicated by Luno to the Account Holder from time to time, below which a Collateral Default may be declared by Luno as contemplated more fully in clause 8.5 below;
“Account Holder” shall mean the person and/or entity holding a Luno Account that is a customer of Luno;
“Cancel” means to cancel a Trade Agreement and thereby to cancel any Unsettled Trades contemplated therein which will fall away, and “Cancelled” shall have a corresponding meaning;
“Collateral” means Supported Cryptocurrency and/or fiat currency which is transferred into a Collateral Wallet, and held in abeyance by Luno in accordance with these Terms, in order to provide security to Luno for any transactions which are entered into under these Terms on a Post Trade Settlement basis, save where Luno has, in its sole discretion, agreed that a Regulated Entity is not required to provide such Collateral, as contemplated more fully in clause 5.3 below, as well as for any Default as contemplated more fully in clause 8.6 below;
“Collateral Default” will have the meaning given to it in clause 8.5 below;
“Collateral Margin Ratio” means the ratio of Equity to Outstandings of such Account Holder expressed as a percentage;
“Collateral Wallet” means a separate wallet(s) created by Luno for the Account Holder, where Collateral is required, for the purpose of holding Collateral on behalf of the Account Holder, which will:
hold the Collateral fiat currency and/or Supported Cryptocurrency
of the Account Holder as required and communicated by Luno
from time to time as a condition by Luno to, in its sole discretion,
agree to Post Trade Settlement; andhave withdrawal restrictions imposed by Luno while an Account
Holder has obligations outstanding to Luno under these Terms as
determined by Luno in its sole discretion, including (without
limitation) any Unsettled Trades;
“Confirmation” means the written confirmation prepared by Luno that will be sent to the Account Holder, recording the details of a particular trade transaction agreed to by Luno on the Trading Platform, which confirmation will include particulars of the Trade Terms;
“Decline” means to refuse to enter into a quoted trade transaction, as a result of which no Trade Agreement will come into effect, and “Declined” shall have a corresponding meaning;
“Default” means Settlement Default and/or Collateral Default, and “Defaulted” shall have a corresponding meaning;
“Equity” means the Fair Value of Luno’s Unsettled Trade delivery obligations to the Account Holder from time to time less Outstandings, including any assets held in a Collateral Wallet where applicable;
“Fair Value” means Luno's assessment of value, at Luno’s sole discretion, based on prevailing market conditions, which may involve weighting, at Luno’s sole discretion, to reflect the risk (including, without limitation, liquidity risk and/or credit risk and/or market risk) of an asset;
“Late Fee” will have the meaning given to it in clause 8.3 below;
“Luno Account” means the profile created by an Account Holder through the Luno Site;
“Outstandings” means the Fair Value of the Account Holder’s Unsettled Trade delivery obligations to Luno from time to time;
“Parties” means the parties to these Terms, being Luno and the relevant Account Holder and “Party” means either of them as the context may indicate;
“Pending Transaction” means a trade transaction that has been conditionally accepted by Luno under the Trade Agreement on the Trading Platform, but is still subject to an additional secondary layer of authorisation from Luno, the requirements of which will be communicated to the Account Holder by Luno from time to time;
“Post Trade Settlement” will have the meaning given to it in clause 4.2.4 below;
“Regulated Entity” means an Account Holder that holds licences or regulatory authorisations, and which Luno has, in its sole and absolute discretion, approved for the waiver of Collateral requirements;
“Replacement Trade” means a trade or trades that Luno enters into in order to replace a trade or trades on which the Account Holder has Defaulted, which trade/s shall be entered into on such Trade Terms as are available based on prevailing market conditions;
“Required Margin Ratio” means the Collateral Margin Ratio used to determine the Account Holder’s Transaction Limits as may be be communicated by Luno to the Account Holder from time to time in Luno’s sole and absolute discretion;
“Right of Recourse" means Luno's right to recover the full value of any losses, costs, or damages from an Account Holder following a Default, regardless of whether Collateral was held at the time of such Default;
“Services” means the services offered via the Trading Platform and Luno Site, being:
the trading of such fiat and/or Support Cryptocurrency trading
pairs as may be made available via the Trading Platform and
Luno Site; andany other services that Luno may, in its sole discretion, offer
via the Trading Platform and Luno Site from time to time;
“Settlement Default” will have the meaning given to it in clause 8.4 below;
“Supported Cryptocurrencies” means the cryptocurrencies that Luno, in its sole discretion, decides to support (which may change from time to time as referenced in the Terms of Use) and offer through the Services, and “Supported Cryptocurrency” shall have a corresponding meaning;
“Terms” will have the meaning given to it in clause 1.1 above;
“Terms of Use” will have the meaning given to it in clause 1.1 above;
“Trade Agreement” means agreement on Trade Terms, which will occur upon one party quoting, and the other party accepting Trade Terms on the Trading Platform, subject to the Single Trade Limits and/or Market Mid Limits as contemplated in clause 6.1 below;
“Trade Terms” means the specific terms of a trade transaction agreed to by the Parties on the Trading Platform and will include:
the particulars of the settlement cut off date and time for the
trade(s) by the Account Holder and/or Luno, by which time
payment must have been made, whether on a pre funded or
Post Trade Settlement basis;the trade pair, being the Supported Cryptocurrency / fiat
currency that is being purchased, and the Supported
Cryptocurrency / fiat currency that is being sold;the trade amount;
the trade direction, whether buy or sell; and
the trade price;
“Trading Platform” means the Telegram, WhatsApp or other application channel through which Luno chooses to offer the Services to the Account Holder from time to time; and
“Unsettled Trades” means transactions concluded through the use of the Services (including Pending Transactions) for which settlement as per the Trade Terms remains pending or outstanding.
Words importing the singular shall include the plural and vice versa, where the context so requires.
References to any law, rule, or regulatory guideline, shall include that law, rule, or regulatory guideline, as from time to time amended, supplemented, re-enacted, or supplanted.
References to one gender shall include references to the other genders.
The rule of construction that a contract shall be interpreted against the Party responsible for the drafting or preparation of the contract, shall not apply.
RELATIONSHIP BETWEEN LUNO AND THE ACCOUNT HOLDER
Luno does not purport to be an Account Holder’s broker, agent, or advisor and has no fiduciary relationship or obligation to an Account Holder in connection with any transactions or other decisions or activities effected by an Account Holder through its use of the Services. For the avoidance of doubt, Luno’s relationship vis-a-vis the Account Holder is as a principal, and not an agent, to any transactions concluded by way of the Services. No communication or information provided to an Account Holder by Luno (including any of its employees, agents or affiliates) is intended as, or shall be considered or construed as, financial, tax, legal, investment or other advice.
These Terms shall not in any way constitute a partnership or joint venture between the Parties, and Luno does not exercise any discretionary authority for or on behalf of the Account Holder.
The Account Holder shall be solely responsible for all decisions (financial or otherwise) made in their use of the Services.
By opening a Luno Account and by making use of the Services, the Account Holder expressly warrants and represents that they are 18 years of age or over (if a natural person) or otherwise has, and will continue to have, all necessary capacity, power and authority to enter into, execute, deliver and perform its obligations under these Terms, and has full capacity to accept the Terms and enter into any transaction available through the Luno Site and/or the Trading Platform.
DESCRIPTION OF SERVICES
Luno may provide certain Account Holders who meet particular eligibility criteria (determined at Luno’s sole discretion) with access to the Services.
The Account Holder hereby acknowledges and agrees that:
Luno can save its contact details when it trades through Luno’s Services and that Luno maintains various processes and procedures designed to prevent the disclosure of personal information, in compliance with Luno’s Privacy Policy and applicable data protection laws;
Luno will communicate, amongst other things, the Collateral requirements, if any, as are applicable to the Account Holder on the Trading Platform;
save in the case of Post Trade Settlement, as contemplated in clause 4.2.4 below, trades are to be pre-funded by the Account Holder and therefore the Account Holder must hold in its Luno Account, the full amount of relevant Supported Cryptocurrency and/or fiat currency needed for a trade, before any Trade Agreement is made. Luno reserves the right to Decline any trade should the Account Holder have insufficient funds. Upon Trade Agreement, Luno shall be entitled to reserve the Account Holder’s funds required for an agreed trade pending its execution;
should the agreed Trade Terms result in an Account Holder agreeing to settle on a delayed basis ("Post Trade Settlement"), then the Account Holder will be afforded a fixed time period within which to settle its trade obligation. For the avoidance of doubt, the aforesaid Post Trade Settlement mechanism shall not amount to a credit transaction since the Account Holder shall not receive ownership, risk or benefit in the relevant assets for which it is trading unless and until it settles the purchase price therefor in full and/or exemptions under this act shall apply;
Notwithstanding the foregoing, Luno may, in its sole and absolute discretion, permit a Regulated Entity to enter into a Post Trade Settlement transaction without requiring such Regulated Entity to provide Collateral, which permission may be granted, withheld, limited or withdrawn by Luno at any time and shall not create any right or entitlement on the part of the Account Holder, and shall in all cases be subject to such limits, conditions and risk controls as Luno may determine and communicate from time to time.
the Account Holder shall not withdraw, attempt to withdraw, transfer, attempt to transfer, alienate, or otherwise encumber any Supported Cryptocurrency and/or fiat currency held in its Luno Account and/or the Collateral Wallet which is required to satisfy the Account Holder’s obligations in relation to the Services. Once a trade has been settled, such settlement shall be full and final and the Account Holder’s fiat currency or Supported Cryptocurrency (as applicable) cannot be returned and the transaction will not be reversed;
upon Trade Agreement, or, if applicable, upon secondary authorisation from Luno as contemplated in clause 6.1 below and such a transaction being unconditionally accepted -
the Account Holder agrees that it thereby provides Luno with an irrevocable instruction to settle the trade, which instruction shall be final and binding, on the basis that the transaction will immediately come into force and effect;
Luno shall settle the trade by crediting the Supported Cryptocurrency and/or fiat currency in question to the relevant wallet in the Account Holder’s Luno Account and, in the event of multiple Trade Agreements with the same settlement cut offs, the net amount of the trades will be credited or debited as may be applicable; and
Luno will send a Confirmation in respect of the applicable trade to the Account Holder. The Account Holder acknowledges and agrees that the Confirmation shall record the transaction in question.
For the avoidance of doubt, a trade transaction (whether on pre-funded or Post Trade Settlement terms) shall become binding immediately upon Trade Agreement, or, if applicable, upon secondary authorisation from Luno as contemplated in clause 6.1 below and such a transaction being unconditionally accepted. Luno shall execute the relevant trade based on the Trade Terms. The Confirmation shall be issued thereafter, and shall record the details of the relevant transaction in writing. The Account Holder acknowledges and agrees that it is its responsibility to immediately bring to the attention of Luno any errors in the Confirmation whereafter it will be rectified and re-issued by Luno to the extent required as soon as reasonably possible. Should a Confirmation not be issued, then this shall not in any way affect the validity of a Trade Agreement under these Terms.
POST TRADE SETTLEMENT
For a Post Trade Settlement transaction, the Account Holder shall have an obligation to settle Luno within the time frame agreed in the Trade Terms, and deposit the amount of the Post Trade Settlement transaction which is outstanding into its Luno Account to settle this obligation. The Account Holder grants Luno an irrevocable right, in addition to the rights afforded to Luno under these Terms, Luno’s Terms of Use and applicable law, to, without prior notice to the Account Holder:
in the event that Luno declares a Default in its sole discretion as provided for in clause 8 below, deduct and utilise any Supported Cryptocurrency and/or fiat currency (or a portion thereof) held within the Collateral Wallet to settle the Account Holder’s obligations to Luno, and, for the avoidance of doubt, Luno shall no longer be obliged to give effect to its delivery obligations under the relevant Trade Agreement(s) to the extent that such the Account Holder’s obligations have not been settled; and/or
require a top up of Collateral held on behalf of the Account Holder in the Collateral Wallet to meet the the Required Margin Ratio, before any requests for transactions on a Post-Trade Settlement basis will be entertained (without derogation from clause 5.1.4 below); and/or
in the event that Luno declares a Default in its sole and absolute discretion as provided for in clause 8 below, then Luno may Cancel the trade or trades and will then enter into a Replacement Trade(s) whether via the Services or otherwise. Should Luno suffer a loss, costs or damages as a result of the Replacement Trade(s) being at less beneficial Trade Terms, including (without limitation) by virtue of fluctuations in market price, slippage of the market, and/or additional fees incurred, it being noted that such Replacement Trade(s) was entered into as a result of the Account Holder’s Default, then Luno shall be entitled to deduct such portion of any Supported Cryptocurrency and/or fiat currency held in the Collateral Wallet, as may be necessary to defray such loss, costs or damages. If such Collateral is insufficient, the Account Holder shall immediately top up the Collateral Wallet with sufficient funds to defray such loss, failing which Luno shall be entitled to claim the balance from the Account Holder’s Luno Account, and/or Luno shall be entitled to close the Account Holder’s Luno Account in Luno’s sole and absolute discretion; and/or
Decline a quoted trade transaction in terms of the Services in Luno’s sole and absolute discretion.
To the extent required for the enforceability of Luno’s rights and remedies under these Terms, the Account Holder hereby cedes and pledges to Luno all of its right, title and interest in and to the Supported Cryptocurrency and/or fiat currency held in the Collateral Wallet, as security for the due and punctual payment of the Account Holder’s obligations to Luno, with effect from the date of a Trade Agreement, or, if applicable, upon secondary authorisation from Luno as contemplated in clause 6.1 below, as contemplated under these Terms until there are no obligations outstanding to Luno under these Terms, including (without limitation) any Unsettled Trades for that Account Holder as determined by Luno in its sole and absolute discretion.
Any deduction of any Supported Cryptocurrency or fiat currency held in the Collateral Wallet, shall be from the amount of Collateral standing to the credit of the Collateral Wallet, and if conversion is required between crypto to fiat or vice versa, then such conversion shall be at the prevailing market rate that Luno is able to obtain for the relevant assets.
Exemption for Regulated Entities
Luno may, in its sole and absolute discretion, permit a Regulated Entity to enter into Trade Agreements on a Post Trade Settlement basis without the requirement to maintain a Collateral Wallet or provide Collateral, and any such permission may be granted, withheld, limited or withdrawn by Luno at any time and shall not create any right or entitlement on the part of the Account Holder.
Where such permission is granted, the Regulated Entity shall remain subject to the Transaction Limits, Account Limits and any other limits or restrictions communicated by Luno from time to time.
Notwithstanding any permission granted under clause 5.4.1, Luno may, at any time and in its sole and absolute discretion, require the Account Holder to immediately provide Collateral (including by establishing and funding a Collateral Wallet designated by Luno) if Luno determines that market conditions, the Fair Value of any Unsettled Trades and/or the Account Holder’s exposure give rise to increased credit, settlement or market risk, and failure to do so shall entitle Luno to exercise its rights under these Terms, including under clause 8 (Default).
LIMITS APPLICABLE TO THE SERVICES
Single Trade Limits, Market Mid Limits and Conditional Trades
When a Trade Agreement is made on the Trading Platform, any trade transaction with an Account Holder under these Terms that falls outside of limits (determined by Luno in its sole and absolute discretion from time to time) in terms of (i) trade volume for a single trade (a “Single Trade Limit”) and/or (ii) percentage away from a market reference rate determined by Luno at the time of the transaction (the “Market Mid Limit”), will be indicated as a Pending Transaction and will only after the additional layer of authorisation from Luno become unconditional and thereafter will a Confirmation be issued.
The Single Trade Limit and the Market Mid Limit will be communicated by Luno to the Account Holder from time to time, including if subsequently modified for such Account Holder.
Further, in the event that an Account Holder requests a renegotiation of an Unsettled Trade on the Trading Platform, then such Unsettled Trade may be varied in Luno’s sole and absolute discretion. Such a variation shall require the parties to agree on the Trade Terms of an amended trade, to replace the original transaction, which Trade Terms shall account for any market movement and the passing of time. Such an amended trade will be indicated as a Pending Transaction and will only after the additional layer of authorisation from Luno become unconditional and thereafter will a new Confirmation be issued.
For the avoidance of doubt, secondary authorisation from Luno in relation to a Pending Transaction is not guaranteed and a Pending Transaction may be Cancelled at Luno's sole discretion. The Account Holder may also not request to Cancel or otherwise terminate a trade transaction while it is in this ‘pending’ or conditional status and any such purported Cancellation shall be of no effect. Should the secondary authorisation not be provided within 1 (one) minute reckoned from the time of the Trade Agreement, then the Trade Agreement and the relevant Pending Transaction contemplated therein shall be deemed to have been Cancelled.
Account Limits, Settlement Window Limits, and Transaction Limits
Luno shall have the sole and absolute discretion to Decline a trade transaction with an Account Holder under these Terms should any of the following limits, in amounts as may be determined by Luno in its sole and absolute discretion, be exceeded at any time before a Trade Agreement is made:
Account Limit: The Account Holder’s aggregate position in open trades on its account when credits and debits of open trades are netted off against each other; and/or
Settlement Window Limit: The aggregate amount in open trades that an Account Holder can have on its account for a particular settlement cut off date and time; and/or
Transaction Limit: The amount of a purchase or sale that an Account Holder may enter into, based on Luno assessment of risk associated with the Account Holder’s account with reference to the Required Margin Ratio.
These amount limits will be communicated to an Account Holder when utilising the Services and if subsequently modified for such Account Holder from time to time by Luno in its sole and absolute discretion.
ACCOUNT HOLDER’S OBLIGATIONS IN RELATION TO SERVICES
In utilising the Services, the Account Holder shall:
pay any and all fees, costs and charges relating to the Services, including any payments contemplated in the Trade Agreement, in a timely manner, including any applicable transaction fees;
comply with, and remain solely responsible for compliance with, any and all applicable laws and regulations of the jurisdiction in which you live (including but not limited to, those related to export or import activity, taxes or foreign currency transactions);
provide Luno with any information and documentation reasonably requested by Luno in writing, in relation to the utilisation of the Services;
not attempt to delete and/or edit any messages sent on the Trading Platform which will constitute a breach of these Terms; and
immediately provide a top-up of Collateral if requested to do so in Luno’s sole and absolute discretion to proceed with transactions agreed on a Post Trade Settlement basis.
CESSATION OF SERVICES AND DEFAULT
Luno may, in its sole and absolute discretion, immediately discontinue or cease to offer the whole or any portion of the Services being provided to an Account Holder, with no resultant liability to an Account Holder or any third party(ies) arising therefrom, provided that any Unsettled Trades are settled under these Terms. For the avoidance of doubt, any prior obligations or liabilities owed by the Account Holder to Luno shall survive the cessation of the Services.
In addition to the circumstances outlined in Luno’s standard Terms of Use, Luno reserves the right to restrict, suspend or terminate an Account Holder’s Luno Account as well as to Cancel any or all of the Account Holder’s quotes and/or Unsettled Trades in the event or suspicion of one or more of the occurrences below in Luno’s sole and absolute discretion:
if the Account Holder commits any breach of these Terms or the Terms of Use notwithstanding whether such breach constitutes a Default or not; and/or
if it is or becomes unlawful for the Account Holder to perform any of the obligations or undertakings under these Terms; and/or
any market manipulation and/or collusion.
In the event that the Account Holder fails to pay the amount of and settle a trade, whether on pre-funded or Post Trade Settlement terms, in accordance with the Trade Agreement, through inter alia, a failure to transfer the necessary Supported Cryptocurrency and/or fiat currency to its Luno Account by the date and time that such obligation is due, then the Account Holder shall be deemed to be late (hereinafter referred to as “Late Settlement”). For Late Settlement transactions, Luno shall allow the Account Holder an extension of time for a further period of 6 (six) hours, reckoned from the date and time that performance was originally due, within which to remedy their non-performance and fund the relevant transaction. During this time, Luno will not Cancel the relevant trade, but reserves the right to levy a late settlement fee (a “Late Fee”) on the Account Holder in its sole discretion. The aforesaid Late Fee shall be charged per hour or part thereof from the time that the performance was originally due until the Account Holder settles its outstanding obligations or a Settlement Default is declared by Luno in its sole discretion in terms of clause 8.4 below, whichever occurs first. The Late Fee shall be calculated at such rate as Luno may determine and communicate to the Account Holder from time to time and which rate will vary depending on the currency of the relevant trade.
Should the Account Holder still fail to perform, in the case of a Late Settlement transaction, notwithstanding the 6 (six) hour extension contemplated in clause 8.3 above, then Luno may thereafter, in its sole and absolute discretion, deem and declare the Account Holder to be in default (“Settlement Default”). Luno then reserves the right to immediately Cancel the trade/s to which the Settlement Default relates, enter into Replacement Trades and/or close the Account Holder’s Luno Account.
In the event that the Collateral Margin Ratio of the Account Holder goes below and thereby breaches the Account Close Out Ratio, Luno may thereafter, in its sole and absolute discretion, deem and declare the Account Holder to be in default (“Collateral Default”). Luno then reserves the right to immediately Cancel all of the Account Holder’s quotes and/or Unsettled Trades, enter into Replacement Trades and/or close the Account Holder’s Luno Account.
Without derogation from the provisions of this clause 8, or clause 5 above, in the event of any Default, the Account Holder further grants Luno an irrevocable right to utilise any Supported Cryptocurrency and/or fiat currency (or a portion thereof) held within the Collateral Wallet to settle a trade. Furthermore, and as per clause 5.1.3 above, Luno may Cancel the trade and enter into a Replacement Trade, and Luno shall be entitled to recover from the Account Holder any loss, costs or damages which Luno may have suffered arising from such Default by utilising any Supported Cryptocurrency and/or fiat currency (or a portion thereof) held within the Collateral Wallet. If such Collateral is insufficient, the Account Holder shall immediately top up the Collateral Wallet with sufficient funds to defray such loss, failing which Luno shall be entitled to claim the balance from the Account Holder’s Luno Account, and/or Luno shall be entitled to close the Account Holder’s Luno Account in Luno’s sole and absolute discretion.
Where an Account Holder (including a Regulated Entity) Defaults on any trade, Luno shall have the immediate right to recover from the Account Holder the full value of any and all losses, costs or damages incurred by Luno as a result of such Default.
Luno’s rights of recovery under these Terms shall not be limited to the value of any Collateral held (if any), and, without limitation to any of its other rights and remedies, Luno shall be entitled to:
Debit and apply any fiat currency and/or Supported Cryptocurrency held in any wallet or balance of the Account Holder on the Luno Site to satisfy the Account Holder’s obligations in full; and/or
Claim from the Account Holder the full cost of any Replacement Trade(s), including any losses arising from market slippage, price fluctuations and/or adverse market movements; and/or
Recover from the Account Holder all reasonable legal fees, enforcement costs and administrative expenses incurred by Luno in connection with the enforcement of its rights under these Terms.
DISCLAIMER OF WARRANTIES
The Luno Site, the Trading Platform, your Luno Account and any related products or services (including the Services) are offered on a strictly “as-is” and “where-available” basis and Luno expressly disclaims, and the Account Holder waives, all warranties of any kind, whether express or implied. Without limiting the generality of the foregoing, the Luno Site, the Trading Platform, your Luno Account, and any related products or services (including the Services) are offered without any warranty as to merchantability or fitness for any particular purpose, service up time, or reliability of such services.
Some jurisdictions do not allow the disclaimer of implied terms in consumer contracts, so some or all of the disclaimers in this section may not apply to the Account Holder. To the extent that any such provision is unenforceable, the Parties agree that it shall not affect the validity of any remaining provisions, and shall be interpreted so as to apply to the maximum extent permissible under applicable law.
LIMITATION OF LIABILITY
IN NO EVENT SHALL LUNO, ITS OPERATING ENTITIES OR ANY OTHER AFFILIATES (INCLUDING THEIR RESPECTIVE DIRECTORS, MEMBERS, EMPLOYEES OR AGENTS) BE LIABLE TO THE ACCOUNT HOLDER FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT, LOSS OF REVENUE, LOSS OF BUSINESS, LOSS OF OPPORTUNITY, LOSS OF DATA, WHETHER IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE ACCOUNT HOLDER’S USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE SERVICES, THE LUNO SITE, THE TRADING PLATFORM AND/OR THE ACCOUNT HOLDER’S LUNO ACCOUNT, INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR RESULTING FROM ANY RELIANCE UPON ANY INFORMATION RECEIVED FROM LUNO (INCLUDING ANY OF ITS EMPLOYEES, AGENTS OR AFFILIATES), OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM A FORCE MAJEURE EVENT, COMMUNICATIONS FAILURE, THEFT, DESTRUCTION OR UNAUTHORISED ACCESS TO LUNO’S RECORDS, PROGRAMMES OR SERVICES.
IN NO EVENT WILL ANY LIABILITY OF LUNO, ITS OPERATING ENTITIES OR ANY OTHER AFFILIATES (INCLUDING THEIR RESPECTIVE DIRECTORS, MEMBERS, EMPLOYEES OR AGENTS) ARISING IN RELATION TO THE ACCOUNT HOLDER’S USE OF THE SERVICES, LUNO SITE, THE TRADING PLATFORM OR THE ACCOUNT HOLDER’S LUNO ACCOUNT, EXCEED (IN AGGREGATE) THE FEES EARNED BY LUNO IN CONNECTION WITH THE ACCOUNT HOLDER’S USE OF ITS LUNO ACCOUNT IN THE SIX MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY.
WITHOUT LIMITATION TO THE FOREGOING OR LUNO’S STANDARD TERMS OF USE, LUNO, ITS OPERATING ENTITIES OR ANY OTHER AFFILIATES (INCLUDING THEIR RESPECTIVE DIRECTORS, MEMBERS, EMPLOYEES OR AGENTS) SHALL NOT BE LIABLE TO AN ACCOUNT HOLDER FOR ANY CIRCUMSTANCE IN WHICH AN ACCOUNT HOLDER’S MOBILE DEVICE, LOGIN DETAILS AND/OR PASSWORD IS STOLEN OR COMPROMISED, OR ACCESS TO THE TRADING PLATFORM IS OTHERWISE COMPROMISED AND, AS A RESULT, ANOTHER PERSON MAKES USE OF THE SERVICES WITHOUT THE ACCOUNT HOLDER’S CONSENT. IT IS EXPRESSLY ACKNOWLEDGED AND AGREED THAT IT IS THE ACCOUNT HOLDER’S RESPONSIBILITY TO ENSURE THE SECURITY OF THEIR OWN DEVICE AND THAT LUNO SHALL BE ENTITLED TO RELY ON ANY INSTRUCTION RECEIVED VIA THE TRADING PLATFORM WHICH EX FACIE APPEAR TO BE FROM THE ACCOUNT HOLDER.
THE ABOVE LIMITATIONS OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SOME OF THE LIMITATIONS IN THIS SECTION MAY NOT APPLY TO THE ACCOUNT HOLDER.
INDEMNITY
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ACCOUNT HOLDER INDEMNIFIES LUNO, ITS OPERATING ENTITIES OR ANY OTHER AFFILIATES (INCLUDING THEIR RESPECTIVE DIRECTORS, MEMBERS, EMPLOYEES AND/OR AGENTS) AGAINST ANY ACTION, LIABILITY, COST, CLAIM, LOSS, DAMAGE, PROCEEDING OR EXPENSE SUFFERED OR INCURRED DIRECTLY OR INDIRECTLY ARISING FROM: (I) THE ACCOUNT HOLDER’S USE OF OR CONDUCT IN RELATION TO THE SERVICES, THE LUNO SITE, THE TRADING PLATFORM AND/OR THE ACCOUNT HOLDER’S LUNO ACCOUNT; AND/OR (II) FROM THE ACCOUNT HOLDER’S VIOLATION OF THESE TERMS; AND/OR (III) ANY CLAIM BY A THIRD PARTY ARISING OUT OF OR IN CONNECTION WITH THE ACCOUNT HOLDER’S USE OF THE SERVICES.
ACCOUNT HOLDER WARRANTIES AND REPRESENTATIONS
In addition to the risk disclosures contained in Luno’s standard Terms of Use as well as Luno's risk disclosures document found at https://www.luno.com/en/legal/risks, the Account Holder hereby agrees that:
by making use of the Services confirms that it has the required knowledge, experience, understanding, professional advice and information to make its own evaluation of the merits and risks of any crypto or trade, or alternatively access to the required knowledge relating to cryptocurrency to do so and has either accessed such knowledge or determined it is not required, and understands that investing in crypto assets may result in the loss of capital;
when utilising the Services, it will be transacting for its own account and on an arm’s-length basis;
it has ascertained the full nature and possible outcome of each transaction. At no time shall Luno provide advice or make recommendations to the Account Holder in respect of the provision of the Services;
the Services will be performed in prevailing market environments, which are outside of Luno’s control and in a constant state of flux. As such, the Account Holder recognises and understands that Luno cannot control or guarantee the outcome of a transaction and LUNO IS NOT LIABLE FOR ANY LOSS AS A DIRECT OR INDIRECT RESULT OF MARKET FLUCTUATION;
after the Account Holder settles its obligations in terms of the Trade Agreement, whether a transaction is done on pre-funded or on a Post Trade Settlement terms, Luno will settle its corresponding trade obligation to an Account Holder in terms of the Trade Agreement, unless Luno informs the Account Holder that due to market circumstances not within Luno’s control, Luno will settle at a later time as communicated to the Account Holder on the Trading Platform;
the transactions entered into pursuant to these Terms will be off-exchange and will not form part of the order book on the Luno Exchange. By using the Services, the Account Holder expressly acknowledges that it fully understands the nature, scope and consequences of each transaction as well as the extent of its exposure to risk resulting from such transactions; and
if it enters into a trade for the sale and/or purchase of USDT (Tether) that, unless otherwise specifically agreed with Luno, it will only be for the ERC-20 USDT token (and not any other chain of USDT token).
AMENDMENT OF TERMS
Luno may amend these Terms from time to time. The Account Holder should visit the Luno website regularly to check when these Terms were last updated (as displayed at the top of this document) and to review the current Terms. We will do our best to notify the Account Holder of any amendments to these Terms that we consider likely to materially affect the Account Holder’s rights and obligations. Any such notice will be posted on the Luno Site and/or the Trading Platform, or sent by email to the address associated with the Account Holder’s Luno Account (see Electronic Communications).
The continued use of the Account Holder’s Luno Account and/or the Trading Platform, after any amendment to these Terms, constitutes the Account Holder’s acceptance of these Terms, as modified by such amendment. If the Account Holder does not accept these Terms, or any amendment to them, it must immediately stop using the Luno Site, the Trading Platform and its Luno Account.
ELECTRONIC COMMUNICATIONS
The Account Holder accepts and agrees that:
any communications, agreements, notices and/or any other documents (together “Communications”) relating to its Luno Account, the Trading Platform or its use of Luno’s services (including the Services) will be provided to the Account Holder electronically by posting them on the Luno Site and/or the Trading Platform, emailing them to the email address that the Account Holder has provided to us, or through any other form of electronic communication. The Account Holder consents to receiving all Communications electronically;
it will at all times have available to it the necessary hardware and software to receive, access and retain Communications sent to it electronically, including a device with an internet connection and a valid and accessible email address;
it assumes full responsibility for providing Luno with a valid and accessible email address to which any Communications may be sent, and for ensuring that email address and any other contact information is kept up to date. Any Communication sent to the email address that the Account Holder has provided to us will be deemed to have been received by it. The Account Holder can amend its contact information by signing-in to its Luno Account and accessing the Settings page.
The Account Holder may at any time withdraw its consent to receiving Communications electronically by contacting [email protected]. The Account Holder acknowledges that failure to give, or withdrawing, consent to receiving Communications electronically puts the security of its Luno Account at risk (see Account Security in the Terms of Use) and that Luno reserves the right to close its Luno Account in the event that it fails to give, or withdraws, its consent to the receipt of Communications electronically.
DISPUTES
A Party agrees to notify the other Party in writing of any claim or Dispute that arises in relation to the Luno Site, your Luno Account, the Trading Platform or these Terms, within 30 days of such claim or Dispute arising. The Parties further agree to attempt informal resolution of any Dispute prior to bringing a claim in any court or other body.
Class or representative action waiver. To the maximum extent permissible by law, each Party agrees that it may bring any Dispute against the other Party only in its individual capacity, and it waives any right to commence or participate in any class action or other representative action or proceeding against the other Party. Further, where permissible by law, unless both Parties agree otherwise, no court may consolidate any other person’s claim(s) with the Account Holder’s Dispute, and may not otherwise preside over any form of representative or class proceeding.
For the avoidance of doubt, if this class or representative action waiver is found by any court of competent jurisdiction to be invalid, void or unenforceable, the remainder of this Disputes clause shall remain valid and enforceable.
MISCELLANEOUS
Entire agreement. These Terms, as read with Luno’s standard Terms of Use, any Confirmation, and any Trade Agreement entered into via the Trading Platform, constitute the entire agreement and understanding between the Parties with respect to their subject matter and supersede any and all prior discussions, agreements and understandings of any kind between the Parties (including but not limited to any prior versions of these Terms).
Severability. If any provision of these Terms, as amended from time to time, is determined to be illegal, invalid or unenforceable, in whole or in part, under any law, such provision or part thereof shall to that extent be deemed not to form part of these Terms but the legality, validity and enforceability of the other provisions in these Terms shall not be affected and everything else in these Terms will continue in full force and effect.
In the event any provision or part thereof of these Terms is determined to be illegal, invalid or unenforceable, that provision or part thereof shall be severed, and replaced by the Parties with a legal, valid and enforceable provision or part thereof that has, to the greatest extent possible, a similar effect as the illegal, invalid or unenforceable provision, given the content and purpose of these Terms.
Assignment. The Account Holder may not assign or transfer any of its rights or obligations under these Terms without Luno’s prior written approval. The Account Holder gives Luno its approval to assign or transfer these Terms in whole or in part, including but not limited to: (i) a parent company, subsidiary, affiliate, or other “group company” (“group company” shall, in this context, refer to any entity which is under common control with Luno, and “control” in this context refers to the direct or indirect ability to exercise a majority of the voting rights in such an entity); (ii) an acquirer of Luno’s equity, business or assets; or (iii) a successor by merger. These Terms shall operate for the benefit of and be binding on the successors in title of each of the Parties.
Change of control. In the event that Luno is acquired by or merged with a third party, we reserve the right to transfer or assign the information we have collected from the Account Holder as part of such merger, acquisition, sale, or other change of control.
Force Majeure. Luno shall not be liable for any delays, failure in performance or interruption of service which result directly or indirectly from any cause or condition beyond our reasonable control, including but not limited to, any delay or failure due to any act of God, act of civil or military authorities, act of terrorists, civil disturbance, war, strike or other labour dispute, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or software, other catastrophe or any other occurrence which is beyond our reasonable control.
Survival. All provisions of these Terms that by their nature extend beyond the expiry or termination of these Terms, including but not limited to, sections relating to the suspension or termination of your Luno Account, use of the Luno Site and/or Trading Platform, disputes with Luno and general provisions, shall survive the termination of these Terms.
Headings. Section headings in these Terms are for convenience only, and shall not govern the meaning or interpretation of any provision of these Terms.
English language controls. Notwithstanding any other provision of these Terms, any translation is provided solely for your convenience. The meanings of terms, conditions and representations herein are subject to definitions and interpretation in the English language. Any translation provided may not accurately represent the information in the original English.
No Third Party Benefit. Nothing in these Terms is intended to create any enforcement rights in favour of any third parties, and nothing in these Terms shall be construed as a right, interest or claim in favour of a third party.
**FOR OUR SOUTH AFRICAN CUSTOMERS: In addition to the terms highlighted above, we are required to draw your attention to the following provisions which apply specifically to customers utilising the Trading Desk service in South Africa:
“Business Day” means a day other than a Saturday, Sunday or official public holiday in South Africa.
Nothing in these Terms shall amount to a credit transaction as contemplated under the National Credit Act of 2005, and as more specifically set out at clause 4.2.4 above.
Governing law and jurisdiction. These Terms shall be governed by and construed in accordance with South African law. The Parties agree to submit all disputes, claims or controversies (including non-contractual disputes, claims or controversies) arising out of or in connection with these Terms, or the breach, termination, enforcement or interpretation thereof (together, “Disputes”), to the non-exclusive jurisdiction of the courts of South Africa.
**FOR OUR NIGERIAN CUSTOMERS: In addition to the Terms highlighted above, we are required to draw your attention to the following provisions which apply specifically to customers utilising the Trading Desk service in Nigeria:
“Business Day” means a day other than a Saturday, Sunday or official public holiday in Nigeria.
Governing law and jurisdiction. These Terms shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria. The Parties agree to submit all disputes, claims or controversies (including non-contractual disputes, claims or controversies) arising out of or in connection with these Terms, or the breach, termination, enforcement or interpretation thereof (together, “Disputes”), to the non-exclusive jurisdiction of the courts of Nigeria.
**FOR OUR KENYAN CUSTOMERS: In addition to the Terms highlighted above, we are required to draw your attention to the following provisions which apply specifically to customers utilising the Trading Desk service in Kenya:
“Business Day” means a day other than a Saturday, Sunday or official public holiday in Kenya.
Nothing in these Terms shall amount to a non-deposit taking credit business as provided for under the Central Bank of Kenya Regulations, 2025 or credit agreement as provided for under the Consumer Protection Act (Cap. 501).
Governing law and jurisdiction. These Terms shall be governed by and construed in accordance with the laws of the Republic of Kenya. The Parties agree to submit all disputes, claims or controversies (including non-contractual disputes, claims or controversies) arising out of or in connection with these Terms, or the breach, termination, enforcement or interpretation thereof (together, “Disputes”), to the non-exclusive jurisdiction of the courts of Kenya.
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