Client Agreement - Venomex Limited

SECTION A – AGREEMENT

1. Introduction
1. 1.1 This Client Agreement shall be read in conjunction with Venomex Limited Rules (“Market Rules”).
2. 1.2 By accepting the terms of the Client Agreement while registering on the website, venomex.com (the “Website”), the Client agrees to constitute an electronic legally binding agreement between the “Client” and Venomex Limited ( “Venomex”), a private company limited by shares and licensed and regulated by the Financial Services Regulatory Authority (“FSRA”) of Abu Dhabi Global Market (“ADGM”) for providing Regulated Activities of Operating Multilateral Trading Facility (MTF) and Custodian Services having its registered office at Unit 4, 23^rd Floor, Al Maqam Tower, Al Maryah Island, ADGM Square, Abu Dhabi, United Arab Emirates (“UAE”).
3. 1.3 This Client Agreement contains important provisions and shall come into force when the Applicant is registered as a Client.
4. 1.4 This Client Agreement incorporate the Custody Services Terms under Section B.
5. 1.5 The Client Agreement and/or Market Rules may be reviewed and/or amended, from time to time. Client shall be notified fourteen (14) days prior to the amendments being effective. Clients are advised to refer to the Website of Venomex for the updated version of these documents.
6. 1.6 If and to the extent that any clause of the Client Agreement conflicts with the Market Rules, the Market Rules shall prevail.

2. Risks
1. 2.1 Before entering into any transaction on the ATS using any of Venomex’s Services, the Client shall consider the risks involved in light of its financial situation, objectives and needs. The Client may also seek full and independent financial, legal, tax and/or other professional advice. These risks are detailed in the Risk Disclosure Statement of Venomex.
3. Definitions
1. 3.1 Capitalised words used in this Client Agreement have the same meaning as per the definitions as provided in the Market Rules of Venomex.
2. 3.2 Transactions shall mean
  1. a. an Order fulfilled either partially or fully on the ATS; and/or
  2. b. deposits or withdrawals of Fiat Currency and/or Virtual Asset(s) on Venomex.
3. 3.3 Depending on the context of the phrase or sentence, words used in the singular, shall include the plural and vice versa.
4. 3.4 Personal Data, Data Subject and Controller shall bear the same definitions as per the DPR Law.

4. Services
1. 4.1 This Client Agreement applies to each Client’s use of the “Services” including:
  1. a. the use of the MTF to enter into Virtual Assets Transactions;
  2. b. the holding of Fiat Currencies and Virtual Assets in the Client Account on behalf of the Client;
  3. c. the deposit and withdrawal of Fiat Currencies and Virtual Assets by the Client;
  4. d. other Service(s) offered by Venomex, if any.

5. Client Undertakings and Responsibilities
1. 5.1 The Client or its Relevant Persons agree to protect passwords associated with its account and will not disclose those passwords to any other person. The Client or its Relevant Persons will promptly notify Venomex by email addressed to [email protected] any of those passwords are lost, stolen, or otherwise compromised.
2. 5.2 The Client acknowledges that it shall be responsible for all Orders and instructions provided.
3. 5.3 The Client acknowledges that Venomex may refuse, at its absolute discretion, to act upon any instruction from the Client or any person authorised by the Client, if Venomex reasonably believes that the instruction is not in the best interest of the Market.
4. 5.4 The Client undertakes to pay Venomex any fees, taxes, and duties, resulting from the use of Services where applicable.

6. Eligibility
1. 6.1 A Person prior to registering as a Client of Venomex (“Applicant”) shall abide by the Client Agreement which includes but not limited to:
  1. a. the Applicant, if an individual, shall not be less than 18 years of age;
  2. b. the Applicant, if a body corporate, is an incorporated person and has been legally formed under the relevant laws;
  3. c. the Applicant fulfils and will continue to meet the financial requirements (where required) as prescribed by Venomex from time to time;
  4. d. the Applicant and/or its Relevant Persons have not been adjudged insolvent, or been subject to a receiving order of insolvency or bankruptcy;
  5. e. the Applicant and/or its Relevant Persons have not been convicted of an offence involving any crime or financial impropriety;
  6. f. the Applicant and/or its Relevant Persons agrees to be bound by the Client Agreement and comply with the Market Rules, the Regulations and Applicable Laws
  7. g. the Applicant has in place policies for the prevention of money laundering and combating the financing of terrorism
  8. h. the Applicant agrees to co-operate with Venomex and the Authority to enable Venomex and the Authority to discharge their regulatory and enforcement functions to conduct an investigation into its affairs;
  9. i. the Applicant is not located in, or a citizen or resident of any state, country, territory, or other jurisdiction where Venomex services are prohibited to be used
  10. j. the Applicant is not named on any Sanctions list or otherwise subject to any applicable Sanctions;

7. Registration process
1. 7.1 The Applicant who is an individual, proposes to become a Client of Venomex shall register on the Website and provide such details, information and documents mentioned therein for processing the application and shall comply with such procedures as notified by Venomex. If the Applicant who is a body corporate proposes to become a Client of Venomex, it may contact Venomex at [email protected].
2. 7.2 If the Applicant fails to provide required documents and information, the registration process shall be terminated.
3. 7.3 Each application may be accompanied with a payment of a non-refundable registration fee, if any, as prescribed by Venomex.
4. 7.4 Venomex may request further documents for examining the veracity of details or to ascertain any facts that in its opinion may be relevant to consider the application.
5. 7.5 The Applicant authorises Venomex to directly or indirectly (through third parties) take such steps deemed necessary to check the relevance and accuracy of the information provided.
6. 7.6 A decision to accept or reject the application shall be entirely at the sole discretion of Venomex.
7. 7.7 The decision of Venomex to accept/reject the application of the Applicant will be notified by email.
8. Registration under misrepresentation
1. 8.1 Venomex may suspend, terminate, or take any other disciplinary action against a Client, including informing the Authority or government agencies, if in its opinion a Client has made any materially false statement or failed to state a material fact in or in connection with its registration details provided to Venomex. Where the registration of the Client is cancelled or terminated by Venomex, all fees, and charges if any paid to Venomex by such Client shall stand forfeited.
9. Client Warranties and Representations
1. 9.1 The Client warrants and represents that it will only use the ATS to perform Transactions in accordance with the conditions set forth in this Client Agreement and comply with the Market Rules.
2. 9.2 The Client represents and warrants that both Fiat Currency and Virtual Assets deposited to the Client Account belong to the Client and are derived from legal sources.

10. Venomex Responsibilities and Rights
1. 10.1 Venomex does not provide advice or recommendation in respect of any Virtual Asset. Any information provided on the Website is for information and does not constitute legal or investment advice.
2. 10.2 Venomex does not provide any advice to the Client on any tax related matters. Venomex encourages the Client to obtain independent advice from its financial advisor, auditor and/or legal counsel with respect to tax implications of the respective services.
3. 10.3 Venomex has the right to suspend and/or terminate the Client’s registration in case of Default by the Client.
4. 10.4 Venomex has the right to suspend and/or terminate the Client’s registration in case violation of the Client Agreement, Market Rules, Regulations and/or Applicable Laws by the Client.
5. 10.5 Venomex undertakes to provide the Services with the utmost effort, due care and in accordance with this Client Agreement.
6. 10.6 To the extent permitted by Applicable Laws, Venomex shall not be responsible for any damages and/or any losses (not limited to loss of profit, loss of revenue, loss of business, loss of opportunity, loss of data, indirect or consequential loss).
7. 10.7 Venomex shall not be liable for any losses arising from any malfunction, breakdown, delay, or interruption of the ATS.
8. 10.8 In the case of fraud, Venomex undertakes to report all the necessary information, including names, addresses and all other requested information, to the relevant authorities dealing with fraud and breaches of the law. The Client recognises that its account may be frozen at any time at the request of a competent authority investigating a fraud or any other illegal activity.
11. Intellectual Property
1. 11.1 All content on this Website, including the software, applications, text, images, and other material, is the property of Venomex and is protected by copyright, patent, trademark, and any other applicable laws, unless otherwise specified hereby.
2. 11.2 Any content on the Website should not be copied, reproduced, modified, republished, uploaded, posted, transmitted, scraped, collected, or distributed in any form or by any means, whether manual or automated. The use of any content from the Website to any other site or a networked computer environment for any other purpose is strictly prohibited; any unauthorised use may violate copyright, patent, trademark, and any other applicable laws and could result in criminal and/or civil penalties.
12. Ongoing Requirements
1. 12.1 The Transactions of the Client shall be monitored by Venomex on an ongoing basis.
2. 12.2 The Client shall update its KYC information by providing latest identification and verification documents from time to time.
3. 12.3 The Client may be required to provide additional documents from time to time as may be required under the Market Rules, Regulations and Applicable Laws.

13. Notification of changes
1. 13.1 Every Client shall notify Venomex and provide appropriate supporting documents as applicable, in the following events:
  1. a. change in the controllers or a substantial shareholder;
  2. b. change in status and constitution (change in legal form);
  3. c. insolvency or bankruptcy;
  4. d. change of citizenship;
  5. e. change of passport;
  6. f. change of identity documents; and
  7. g. change of contact and address details.
2. 13.2 Venomex shall assess the changes notified by the Client in section 13.1 after applying such criteria as it may specify and subject to such conditions as it deems fit. If the changes are not meeting the requirements or eligibility to continue as a Client, Venomex may also proceed to terminate the registration of the Client.

14. Client Account
1. 14.1 The Client is allowed to register only one account with Venomex.
2. 14.2 If there is any suspicious activity related to the Client Account, Venomex may request additional information from the Client and Venomex may freeze the Client Account during the review of the information. The Client must comply with these measures.
15. Client Classification
1. 15.1 The Client understands and agrees that Venomex shall classify the Client in accordance with chapter 2 of COBS (Client Classification) as follows:
  1. a. Retail Clients;
  2. b. Professional Clients; and
  3. c. Market Counterparty.
2. 15.2 The Client may request to be reclassified from:
  1. a. Professional Client or Market Counterparty to a Retail Client; or
  2. b. Market Counterparty to a Professional Client.
3. 15.3 The Client accepts that Venomex shall have the right to review and change the Client Classification at any time and without prior notice.
4. 15.4 The Client agrees to provide additional information required by Venomex to determine or change the Client classification.

16. Code of Conduct
1. 16.1 Client shall
  1. a. not engage or attempt to engage in any action or activity that causes or contributes to a violation of Notice(s), Market Rules, Regulations, or Applicable Law;
  2. b. not cheat, defraud, or deceive or attempt to cheat, defraud, or deceive any person in any manner or otherwise act in bad faith and fraudulently or dishonestly provide information to Venomex or the Authority which it knows (or ought reasonably to know) to be false or misleading;
  3. c. not engage in any activity which is likely to undermine the integrity and interests of Venomex or its Clients;
  4. d. not engage in any action or conduct which would result in or contribute to market abuse or enter into any other type of trading to distort the operation of a fair and orderly market;
  5. e. not knowingly take advantage of any situation arising from any breakdown or malfunction in any system maintained / operated by Venomex.

17. Conflict of Interest
1. 17.1 Venomex shall take reasonable steps to ensure that conflicts of interest and potential conflicts of interest between itself and its Clients and between one Client and another Client are identified and then prevented or managed as specified below.
  1. a. Venomex shall notify the Client about the latter’s involvement in a conflict.
  2. b. Venomex shall ensure that, in case there is a conflict between one of its employees and one of its Clients, the particular employee shall be prevented to have any control or responsibility towards that particular Client;
  3. c. Venomex shall take reasonable steps to find out whether two or more Clients who are having conflict of interest among each other, are indulging in market abuse. Clients shall at all times refrain from market abuse which shall be continuously monitored by Venomex.
  4. d. In case Venomex is not able to manage any conflict between itself and its Clients and between one Client and another Client, it may terminate the registration of the Client(s) and cease to provide any Services.

18. Orders and Transactions
1. 18.1 The Client may place Orders on the ATS.
2. 18.2 The Client accepts that only the trade confirmation made available to the Client constitutes confirmation of the execution of an Order on ATS.
19. Payment Obligations
1. 19.1 The Client agrees to pay:
  1. a. commission fees for trades executed on Venomex;
  2. b. transaction fees which include fees for deposits and withdrawals of Fiat Currencies and Virtual Assets;
  3. c. custody fees;
  4. d. VAT charges, if any;
  5. e. penalty imposed by Venomex;
  6. f. such other fees as specified by Venomex from time to time.
2. 19.2 Venomex will publish the fees schedule on Venomex Website. Venomex reserves the right to make changes to the fees schedule from time to time and notify those changes to Clients via Notice and update on Venomex Website.
3. 19.3 The transaction fees charged to Clients are inclusive of network/gas fees.
4. 19.4 Network/gas fees for Virtual Assets received from Client’s external wallet address to Venomex’s Hosted Wallets (hot and warm wallets) shall be borne by the Client.
5. 19.5 In case the external wallet address of the Client, from which the Virtual Assets are received, is flagged as tainted, all applicable network/gas fees shall be borne by the Client.
20. Periodic Statements
1. 20.1 The Client shall be provided with statements and reports relating to the Client Account on a monthly basis or such other period as may be prescribed by Venomex from time to time.
2. 20.2 The Client may also access the balance of Fiat Currencies and Virtual Assets available in the Client Account on the ATS.

21. Prohibited Activities
1. 21.1 The Client shall ensure that source of funds or use of proceeds are not linked to any illegal purposes including but not limited to:
  1. a. money laundering, terrorist financing, proliferation of weapons of mass destruction, human trafficking;
  2. b. any goods or services that are illegal or the promotion, offer or marketing of which is illegal or that are offered in connection with illegal, obscene, or pornographic content, depict children or minors in sexual postures, depict means of propaganda or signs of unconstitutional organizations glorifying war or violating human dignity;
  3. c. any goods or services, promotion, offer or marketing of which would violate copyrights, industrial property rights or other rights of any person;
  4. d. drugs, narcotics, or hallucinogens;
  5. e. weapons of any kind;
  6. f. illegal gambling services;
  7. g. Ponzi, pyramid or any other “get rich quick” schemes;
  8. h. goods that are subject to any trade embargo;
  9. i. media that is harmful to minors and violates laws and, in particular, the provision in respect of the protection of minors; or
  10. j. any other illegal goods, services, or transactions.

22. Account Security
1. 22.1 The Client is responsible for maintaining the confidentiality of its account’s credentials.
2. 22.2 The Client is advised to regularly change his/her password in order to reduce the risk of a security breach in relation to the Client Account.
3. 22.3 If the Client has any security concerns about his/her account, login details, password or other security feature being lost, stolen, misappropriated, used without authorisation, or otherwise compromised, the Client is advised to change the password. The Client is advised to report any such instance to Venomex. Any undue delay in notifying Venomex may not only affect the security of the Client Account but may result in the Client being liable for any losses as a result.
4. 22.4 The Client must take reasonable care to ensure that his/her email account(s) are secure and are only accessed by the Client, taking in consideration that passwords can be reset using email accounts.
5. 22.5 Irrespective of whether the Client is using a public, a shared or own computer to access the Client Account, he/she must always ensure that login details are not stored by the browser, cached, or otherwise recorded.
6. 22.6 The Client shall enable two-factor authentication to maintain security of its account and to withdraw Fiat Currencies and/or Virtual Assets.

23. Suspension or Termination of Client Account by Venomex
1. 23.1 Venomex may, by giving notice, at its sole discretion suspend or terminate the Client’s access to the Website and to the Client Account.
2. 23.2 Additionally, Venomex may, in appropriate circumstances and at its discretion, suspend or terminate registration of the Client for reasons, including but not limited to:
  1. a. breach of the Market Rules and/or violation of the Client Agreement;
  2. b. directive from law enforcement or other government agencies.
24. Termination by Client
1. 24.1 The Client may terminate the Client Agreement and close its account at any time.
2. 24.2 Where a Client of Venomex has given notice of its intent to terminate its Account, the termination shall not be effective, and the Market Rules and the Client Agreement shall continue to bind the Client until:
  1. a. all of the Client’s outstanding active Orders have been matched, cancelled, or expired;
  2. b. all outstanding obligations of the Client with respect to transactions (including with respect to custody and settlement) have been performed; and
  3. c. all other outstanding obligations of the Client under the Market Rules and the Client Agreement (including without limitation the settlement of any outstanding fees or other sums due) have been performed.

25. Guarantee on Services
1. 25.1 Venomex shall not be liable for any disruption in the Services or any loss the Client may suffer as a result of using the Services.
2. 25.2 Venomex will use reasonable endeavours to ensure that the Client can normally access the Services in accordance with the Client Agreement. Venomex may suspend its Services for maintenance and shall make reasonable efforts to provide advance notice to the Client. The Client acknowledges that this may not be possible in an emergency.
3. 25.3 Venomex will endeavour to provide Clients with excellent service at all times but does not guarantee:
  1. a. that any Order will be executed, accepted, or remain unexecuted.
  2. b. continuous access to the Services and that any Service will be available without interruption;
  3. c. that there will be no delays, failures, errors, omissions, or loss of transmitted information.

26. API, widgets, cookies, and mobile applications
1. 26.1 Venomex may provide APIs and/or widgets to access Services on the Client’s device. The Client may use these APIs and/or widgets in their original unmodified and unaltered state.
2. 26.2 Venomex may use cookies on its Website.
3. 26.3 Venomex may provide mobile applications, which can be used to access the Client Account. The use of these mobile applications is subject to the Client Agreement.
27. Notices and communication
1. 27.1 The official language for communication between Venomex and the Client shall be English.
2. 27.2 Venomex shall send notices to and communicate with the Client by any means of communication including but not limited to email, telephone, written communication, and information published on the Website. The Notice or communication shall be deemed to be received when the email is sent or notified by telephone or upon receipt of the written communication or published on the Website.
28. Complaints Handling
1. 28.1 All complaints, differences, and/or issues arising out of or in connection with the Client Agreement shall be settled and resolved according to the Complaints Handling Policy of Venomex.
29. Governing Law
1. 29.1 The Client Agreement shall be governed by and construed in accordance with the laws of the Abu Dhabi Global Market (ADGM) and Federal Laws of the UAE. If any portion of this Client Agreement is deemed void or unenforceable, such portion shall be deemed severable and shall not affect the validity and enforceability of any remaining portion.
2. 29.2 The Courts in the ADGM shall have exclusive jurisdiction for any disputes or matters arising out of or in connection with the Market Rules and/or the Client Agreement.
30. Obligation to Co-operate with Venomex
1. 30.1 Every Client and/or its Relevant Persons is obliged to co-operate with Venomex and its authorised officials and agents in the course of any examination, review, or investigation and produce such information, records and documents requested.

31. Indemnity
1. 31.1 The Client agrees to fully indemnify, and hold Venomex harmless from and against any and all liabilities incurred or suffered by Venomex and/or its officers, directors, employees, attorneys, representatives, agents, suppliers, or contractors, and all third-party service providers, including but not limited to, losses, damages, liabilities, expenses, and costs resulting from:
  1. a. the Client’s use of the Services;
  2. b. the Client’s breach of this Client Agreement or violation of any Applicable Laws and/or Regulations by the Client, or the rights of any third party;
  3. c. any false, inaccurate, or misleading information provided by the Client to Venomex, in the course of providing the Services under this Client Agreement; and
  4. d. any breach by the Client of any of the representations, warranties, and undertakings it has made under this Client Agreement.

32. Limitation of liability
1. 32.1 Venomex shall not be liable for any loss or damage of any kind incurred as a result of the Client’s use of the Website or the Services, whether based on warranty, contract, tort or any other legal or equitable theory and whether or not Venomex is advised of the possibility of such damages.
2. 32.2 In any event, the total aggregate liability of Venomex and/or its officers, directors, employees, attorneys, representatives, agents, suppliers, or contractors, and all third-party service providers, for losses that the Client may suffer arising out of, or in connection with:
  1. a. the Services provided and/or any performance or non-performance of the Services;
  2. b. the information or material published on Venomex Website; or
  3. c. any other breach of the Client Agreement;
  4. d. shall not exceed US$5,000 or the total fees paid by the Client in respect of the Services during the preceding twelve (12) month period, whichever is lower.
3. 32.3 In no event, shall Venomex and/or its officers, directors, employees, attorneys, representatives, agents, suppliers, or contractors, and all third-party service providers, be liable to any Client for any Indirect Losses.
4. 32.4 Any cause of action arising out of 32.1 and 32.2 above shall commence within six (6) months from the cause of action, otherwise any complaint or claim arising out of such cause of action shall be invalidated.

33. Business Ownership and Control
1. 33.1 Venomex may undergo a change in ownership under a Transfer Scheme, as provided for under section 85 of the Financial Services and Markets Regulations 2015 of ADGM which may involve transfer of whole or part of the business to existing or new shareholders. The Client consents to the transfer of its Client relationship with Venomex, which includes but is not limited to its Client Account, assets, liabilities, or personal data.
34. Confidentiality
1. 34.1 Venomex and the Client shall take reasonable steps to preserve the confidentiality of information disclosed and/or used between them and such information shall be used only for the purpose of providing Services under this Client Agreement.
2. 34.2 Notwithstanding anything herein to the contrary, Venomex and the Client shall not be deemed to have violated this Client Agreement, if either of them discloses Confidential Information in response to the lawful process issued by a court or the Authority.

35. Data Protection
1. 35.1 Data Protection Law
  1. a. Venomex processes all personal data provided by the Client (its Relevant Persons where applicable) in the course of processing an application, providing Services, or operating ATS in compliance with ADGM Data Protection Regulations 2021 (“DPR Law”) unless exempts otherwise by the DPR Law.
  2. b. Privacy Policy of Venomex as amended from time to time and published on the Website shall form part of this Client Agreement and the Applicant or Client is advised to read and understand how the Personal Data shall be collected, stored, used and protected by Venomex.
  3. c. Venomex shall be the Controller under the DPR Law.
2. 35.2 Compliance
  1. a. Applicant or Client acknowledges that Personal Data
    1. i. shall be obtained lawfully, fairly in a transparent manner and stored or processed for specific purpose of review and determining the eligibility and/or registering as a Client of Venomex and providing other related services;
    2. ii. collected shall be adequate, relevant, and limited to what is necessary for administering relationship with Venomex;
    3. iii. shall be kept accurate as provided and, where necessary, up to date for improving the services of Venomex;
  2. b. Applicant or Client agrees that the Personal Data records will be held by Venomex for a period of 6 years or such other longer period that may be prescribed by any Applicable Laws from time to time:
    1. i. where it relates to an Applicant, from the date when the application is received or abandoned;
    2. ii. where it relates to a Client, from the date of closure of Client Account.
3. 35.3 Data collected from and provided by Client
  1. a. Client acknowledges and provides the following Personal Data to Venomex for its process:
    1. i. Identification information;
    2. ii. Personal identification documents;
    3. iii. Financial details;
    4. iv. Corporate information;
    5. v. Employment information;
    6. vi. Correspondence.
4. 35.4 Security
  1. a. Venomex takes all reasonable and appropriate security measures to protect all Data Subjects from unauthorized access, modification, disclosure, or loss of Personal Data. Venomex shall comply with the security measures in force. Venomex, its Directors, officers, employees and third party service providers having access to the Client’s Personal Data on behalf of the Venomex, shall have a duty of confidentiality.
  2. b. Despite the security measures, there may be a security incident which can adversely affect the Client’s privacy. Venomex shall inform the Client of such incident as soon as possible and practical. Venomex shall also inform the Client about the measures being taken to limit the consequences.
5. 35.5 Data Transfer
  1. a. To the extent permitted by DPR Law, Venomex may share the Personal Data of an Applicant or a Client with:
    1. i. Permitted third parties for processing;
    2. ii. Regulatory Bodies;
    3. iii. Enforcement agencies;
    4. iv. Judicial Bodies.
  2. b. In certain cases, Venomex may be prohibited from disclosing particular reports or details with the Client. However, Venomex may be required to share such reports or details with the authorities to meet its regulatory requirement.
  3. c. Venomex may be required to disclose all Personal Data to FSRA on a periodic basis and the Client consents to share such Personal Data with FSRA.
6. 35.6 Purpose
  1. a. Venomex may process, use, and transfer Personal Data provided for the following purposes:
    1. i. Process application;
    2. ii. Providing Services;
    3. iii. Internal analysis;
    4. iv. Implementing the arrangements of Client Agreement;
    5. v. AML compliance requirements;
    6. vi. Compliance with requirement of any Applicable Law;
    7. vii. Manage relationship with Client;
    8. viii. Processing or used by third party service providers who offer services to Venomex;
    9. ix. Enhance and update Services
    10. x. Investigate trading practices
    11. xi. Detect and investigate to prevent crime or illegal activities.
    12. xii. Market communication.

36. Amendments
1. 36.1 Venomex reserves the right to amend any portion of the Client Agreement at any time if required by Regulations and/or Applicable Laws and publish the amended version on the Website. The changes to the Client Agreement shall be effective and deemed accepted by the Client, the first time the Client uses the Services after the publishing of the amended Client Agreement and shall apply on a going-forward basis with respect to any activity initiated after publishing and upon agreeing and accepting. In the event that the Client does not agree with any such amendment, the Client’s sole and exclusive remedy is to terminate the use of the Services and close the Client Account. The Client agrees that Venomex shall not be liable to the Client or any third party as a result of any losses suffered by any amendment of the Client Agreement.

37. Force Majeure
1. 37.1 If Venomex is unable to perform the Services outlined in the Client Agreement due to factors beyond its control including but not limited to the event of Force Majeure or change in Applicable Laws, Venomex will not have any responsibility to the Client with respect to the Services provided hereunder and for a time period coincident with the event.
38. Links to Third-Party Websites
1. 38.1 The Website and the Services found at this Website may contain links to third-party websites that are not owned or controlled by Venomex. Venomex assumes no responsibility for the content, terms and conditions, privacy policies or practices of any third-party websites. In addition, Venomex does not censor or edit the content of any third-party websites. By using this Website or the Services found at this Website, the Client expressly releases Venomex from any and all liability arising from the Client’s use of any third-party website.

SECTION B – CUSTODY SERVICES TERMS

1. Client Money
1. 1.1 Venomex shall hold the Fiat Currency and/or Virtual Assets deposited by the Client in its custody on behalf of Client.
2. 1.2 Venomex shall maintain segregated bank account(s) for holding Fiat Currency received from Client(s). This account will be designated as the “Client Money Pool Account”.
3. 1.3 Venomex shall create and manage Hosted Wallets for trade obligations, deposit, and withdrawal of the Virtual Asset(s) for the Client(s).
4. 1.4 Venomex shall, except as permitted by the Market Rules:
  1. a. segregate the Client’s Fiat Currencies and Virtual Assets from Venomex’s Fiat Currencies and Virtual Assets;
  2. b. assign Fiat Currencies and Virtual Assets deposited by the Client to the respective Client Account;
  3. c. use the Fiat Currency and/or Virtual Assets towards the Client’s settlement obligation or for any outstanding penalties and payments due from the Client to Venomex;
  4. d. not use Client’s Fiat Currencies and Virtual Assets to meet liabilities of Venomex or any other Client;
  5. e. pay or transfer Fiat Currencies or Virtual Assets of the Client towards tax or such other demand to such account as directed by the Authority.
5. 1.5 The Client shall deposit the Fiat Currency from a bank account held in his/her name to the designated Venomex Client Money Pool Account and not from any third-party account.
6. 1.6 Venomex will maintain a record of Fiat Currencies and Virtual Assets for the Client. These records will be retained for a period of six years from the date of receipt or withdrawal.
7. 1.7 Before placing any orders on ATS, the Client shall deposit the required Fiat Currency / Virtual Assets with Venomex. In the event of a Client failing to meet obligations, Venomex shall be entitled to utilize the Fiat Currency / Virtual Assets of the Client deposited with Venomex for meeting the obligations of such Client.

2. Securing Private Key
1. 2.1 To ensure segregation of Clients’ assets from those of Venomex, Virtual Assets of all Venomex Clients are held in Hosted Wallet(s) and their private keys are maintained and stored in encrypted form for the use of Venomex only.
2. 2.2 The withdrawal transactions, once processed, are irreversible, and the Client shall be solely responsible for any losses arising out of transfer of their Virtual Assets to an incorrect wallet address provided by the Client. Venomex shall not be able to retrieve the Virtual Assets transferred or held in the private wallet of the Client or transferred to an incorrect wallet address.

3. Transfer of Virtual Assets
1. 3.1 The Client agrees and understands that Venomex is not obligated to accept instructions to transfer any Virtual Assets, and has no liability therefore, if Venomex believes that the transfer thereof would or is reasonably likely to expose Venomex or any of its affiliates to any liability (contingent or otherwise).
2. 3.2 The deposit of Virtual Assets into Hosted Wallets is automated. The Virtual Assets deposited into Hosted Wallet will be shown as credit in the Client Account once the required number of confirmations are endorsed by the underlying chain.
3. 3.3 Venomex shall notify the minimum deposit amount for each Virtual Assets and Fiat Currencies from time to time. If the amount is less than specified, the Virtual Assets and Fiat Currencies will not be credited to the Client Account.
4. 3.4 The Client may request for withdrawal of Virtual Assets held on its behalf from the Hosted Wallet(s) to their private wallets. The Client shall provide its wallet address to withdraw the Virtual Assets from Venomex. Any wallet address provided by the Client is subject to required compliance checks.
5. 3.5 The Client may submit withdrawal request only after the wallet address has been validated by Venomex. Venomex shall not transfer the Virtual Assets to a wallet address which does not satisfy the compliance checks.
6. 3.6 The Client agrees and understands that Venomex has the right to refuse to execute any withdrawal request that Venomex believes may be in violation of any Regulations and/or Applicable Laws.

4. Assets held by the Client
1. 4.1 The balance of the Fiat Currency and Virtual assets(s) in the Client Account and records of Transaction(s) are available on the ATS. In case of any mismatch, the Client shall immediately bring it to the notice of Venomex.
2. 4.2 All statements and/or reports which are provided by Venomex, in respect of trading, custody and settlement will be considered final and conclusive unless the same is disputed by the Client within seven business days of upload on ATS or its dissemination.
3. 4.3 In case of a fork to be implemented by Venomex, the new balance of the respective Virtual Asset will be reflected in the Client Account.
4. 4.4 Venomex will maintain a system to ensure that accurate reconciliation of the Client Account is carried out as regularly as necessary but at least every week.
5. 4.5 In case, if the Client discovers transaction activity, including but not limited to unknown deposits and withdrawals, on its account that was not initiated by the Client, the Client shall immediately notify Venomex of this fact and follow the instructions sent by Venomex. Otherwise, Venomex reserves the right to freeze the account until the end of investigation.

5. Proceeds of Crime or Terrorist Financing
1. 5.1 Neither the Client nor any of its Relevant Persons shall deposit any Fiat Currency or Virtual Assets in the bank account or Hosted Wallets, directly or indirectly:
  1. a. that is stolen;
  2. b. which are proceeds of money laundering;
  3. c. on behalf of or for the benefit of a sanctioned Person;
  4. d. in violation of Applicable Laws.

6. Fees and other payments
- 6.1 Venomex may from time to time impose on any Client, the obligation to pay any penalties, fees, or charges including but not limited to commission fees, transaction fees or custody fees.
- 6.2 Venomex shall notify the mode of payment and/or procedures in relation to fees, charges, deposits, withdrawals, or similar payments from time to time.
- 6.3 The Client’s deposit of Fiat Currencies and Virtual Assets with Venomex shall be subject to a first and paramount lien for any sum due to Venomex and all other claims against the Client for due fulfilment of engagements, obligations and liabilities of a Client arising out of or incidental to any Transactions on ATS. Venomex shall be entitled to adjust or appropriate such Client deposits towards dues and claims of Venomex.
- 6.4 Every Client shall settle the claims or obligations within such date as notified by Venomex. Any amount not paid by its due date shall be treated as an unpaid amount and shall bear such late payment charges or interest as decided by Venomex from time to time.
- 6.5 Without prejudice to any provision of Market Rules, if a Client fails or neglects to pay any fees or charges as required by Venomex within the prescribed time, Venomex may, in addition to imposing late payment charges or interest, take any measures against the Client, including but not limited to, initiating disciplinary action against such Client, suspending or terminating registration with Venomex and/or declaring the Client as a Defaulter.
- 6.6 No interest will be payable to a Client or any other person on Fiat Currencies or Virtual Assets deposited with Venomex, or which remain in the custody of Venomex.

7. Virtual Assets Forks
1. 7.1 A fork occurs due to:
  1. a. an upgrade in the code of a blockchain network;
  2. b. a change in the underlying rules of the protocol due to adding new features to enhance the network’s functionalities;
  3. c. a change in a core rule, such as increasing the block size;
  4. d. the blockchain history getting reverted back to a point prior to a cyber-attack; or
  5. e. any other reason as notified by the development community of the underlying Virtual Asset.
    Venomex has no control and is not liable in respect of any such changes in the value of any Virtual Asset resulting from a fork or any similar event, and Venomex makes no guarantees regarding the security, functionality, or availability of the Virtual Asset.
2. 7.2 Where the older version of the Virtual Asset is no longer compatible with the new version and/or there is an entirely new and separate version of the Virtual Asset (Hard Fork), Venomex shall decide whether to allow the trading and custody of such new Virtual Asset. The new Virtual Asset will require prior approval from the FSRA.
3. 7.3 Whenever possible, Venomex will notify the Clients well in advance of any periods of time when deposits and withdrawals of Virtual Asset(s) will not be permitted due to Virtual Assets fork.
4. 7.4 Any decision or action taken by Venomex on Virtual Assets fork and similar events, shall be final and binding on the Client.

8. Settlement
1. 8.1 Venomex may extend or postpone the time of settlement in case of System Default or when in its opinion such action is in public interest. In such scenario, custody and settlement of Fiat Currencies and Virtual Assets may be effected for such time and manner as directed by Venomex.
2. 8.2 Venomex shall at its sole discretion decide to accept and register the Client’s bank account details and external wallet details on the ATS.
3. 8.3 It the Client’s responsibility to provide correct external wallet details to which any Virtual Assets are to be transferred from Venomex. Venomex shall have no liability in case the Client has provided inaccurate details.
4. 8.4 Fiat Currency held in the Client’s Account on Venomex shall not carry or accrue any interest.
5. 8.5 The Client understands and agrees that any Virtual Assets and/or Fiat Currencies it transfers to its account may be pooled with other Clients’ Virtual Assets and/or Fiat Currencies but shall at all times remain segregated from Venomex’s own Virtual Assets and/or Fiat Currencies.
6. 8.6 The balance of Fiat Currencies and Virtual Assets held by Venomex, on behalf of the Client in the Client Money Pool Account and Hosted Wallet respectively, will be reconciled on a regular basis.