Bumba User Agreement
Last updated: June 2024
- Introduction
- Corporate information
- Purpose and scope of this User Agreement
- Defined terms and interpretation
- Defined terms
- Interpretation
- Applicable Laws and Regulations
- Application
- Access to Services
- Requirements to access the Services
- Eligibility criteria
- User Classification
- Retail Client classification
- Changes to the User’s client classification
- Verification procedures and information
- Verification process
- Enquiries with third parties
- Incomplete or Unsatisfactory Verification Information
- Description of Services
- General
- Excluded services
- Trading on the Platform
- Suspension of Services
- Custody services
- Holding Assets on behalf of the User
- Segregation of Assets
- Third party custodians
- No interest
- Pooling of Assets
- Reconciliation
- Account statements
- Account access
- Account Access
- Obligations of the User
- Account usage
- Prohibitions on use
- Security
- Suitability
- Execution Only
- Exclusion of Suitability Assessment
- Fees
- Applicable fees
- Payment of fees
- Risk Disclosure
- Introduction
- Availability of Virtual Assets
- Legal and regulatory risk
- Intellectual property
- Ownership
- User obligations
- Conflicts of interest
- Applicable Policies and Procedures
- Circumstances Giving Rise to Conflicts
- Management of conflicts of interest
- Unclaimed property
- Obligations of Rules Holdings
- Expenses
- Suspension and termination
- Term
- Suspension
- Termination by Rules Holdings
- Termination by User
- Effect of termination
- Right to set off
- Limitation of liability, warranties and indemnification
- Exclusion of liability
- Limitation of liability
- Force Majeure Events
- Indemnification
- Disclaimer of warranties
- Data protection and privacy
- Compliance with Data Protection Laws
- Collection, use and transfer of Protected Data
- Requests and corrections
- Retention of Protected Data
- Confidentiality
- Confidentiality obligations
- Exclusions
- AML and sanctions compliance
- AML Requirements
- Disclosure of AML-related information
- Exclusion of liability in relation to AML compliance
- Amendments
- Governing law, dispute resolution and jurisdiction
- Governing law
- Dispute resolution and jurisdiction
- Miscellaneous
- Notices and communication
- No agency
- Entire agreement
- Assignment
- Transfer of business
- No waiver
- Severability
- Rights of third parties
- Surviving terms
- Complaints
- Making a complaint
- Handling of complaints
- Advertising Sponsorships
- Third party advertising or sponsorship
- No liability
- Tax
- Statements
1 Introduction
1.1 Corporate information
Rules Holdings BVI Ltd. is a company established in the British Virgin Islands (BVI) with registered number 1970684 whose registered offices are located at Craigmuir Chambers, P.O. Box 71, Road Town, Tortola, VG1110, BVI.
Rules Holdings BVI Ltd. is licensed as a Virtual Asset Service Provider (VASP) for exchange and custody services under the supervision of the Financial Services Commission (FSC) and allowed to provide the following services under the name Bumba (“the platform”) :
1. “VASP Exchange”; and
2. “VASP Custody”;
as these activities and terms are defined under the Virtual Asset Service Providers Act, 2022 (“VASP Act”).
Rules Holdings BVI Ltd. has following affiliates:
Kinetic Serviços Digitais Ltda, (“Kinetic”) Corporate Tax Number (CNPJ): 47.966.513/0001-15, Avenida Dr. Cardoso de Melo, No. 1046, Apto. 133, Vila Olimpia, 04548-004, São Paulo, Brazil
Kinetic acts as Collecting Agent for Brazilian customers, responsible for transfer and custody of fiat assets.
Collectively Rules Holdings BVI Ltd. and its affiliates are described as Rules Holdings Group (“RULES”) or “the Group”.
1.2 Purpose and scope of this User Agreement
This User Agreement sets out the binding contract between the User and RULES and constitutes a “Client Agreement” for the purposes of the FSC Rules and shall be made available to the FSC on demand.
This User Agreement applies to:
applications by the User to establish an account on the VASP platform BUMBA for the purposes of accessing the Services; and
the User’s use of the Services, including:
(i) the use of the Platform to buy or sell Virtual Assets;
(ii) the holding of Virtual Assets and Fiat Currency;
(iii) the deposit and withdrawal of Fiat Currency and Virtual Assets by the User; or
(iv) the use of any other Service offered by BUMBA.
The terms and conditions of this User Agreement will apply irrespective of whether the Services are accessed or utilised through the Website, the API or any other form of interface that BUMBA may make available from time to time and subject to such additional terms and conditions as may be specified by RULES.
By registering for an Account with BUMBA, or using any of the Services, the User agrees that the User has read, understood and accepts all of the terms and conditions set out in this Agreement and the Market Rulebook.
- IMPORTANT NOTICE
PLEASE READ THE TERMS AND CONDITIONS OF THIS USER AGREEMENT CAREFULLY AS THEY GOVERN THE USER'S USE OF THE SERVICES. THESE TERMS AND CONDITIONS CONTAIN IMPORTANT PROVISIONS, INCLUDING DISPUTE RESOLUTION PROVISIONS.
THE RISK OF LOSS IN TRADING OR HOLDING VIRTUAL ASSETS CAN BE SUBSTANTIAL. AS WITH ANY ASSET, THE VALUE OF VIRTUAL ASSETS CAN INCREASE OR DECREASE AND THERE CAN BE A SUBSTANTIAL RISK THAT THE USER WILL LOSE MONEY BUYING, SELLING, HOLDING OR INVESTING IN VIRTUAL ASSETS. PLEASE REFER TO THE SECTION HEADED "RISK DISCLOSURE STATEMENT" BELOW FOR FURTHER DETAILS OF THE POTENTIAL RISKS.
BY USING THE SERVICES, THE USER ACKNOWLEDGES AND AGREES THAT THE USER:
(A) HAS READ THE RISK DISCLOSURES IN THE SECTION HEADED "RISK DISCLOSURE STATEMENT" BELOW;
(B) IS AWARE OF THE RISKS OF TRANSACTING IN VIRTUAL ASSETS AND HAS HAD THE OPPORTUNITY TO OBTAIN ANY PROFESSIONAL FINANCIAL AND INVESTMENT ADVICE REQUIRED FOR THE USER TO DETERMINE THE SUITABILITY OF INVESTING IN VIRTUAL ASSETS FOR THE USER'S NEEDS AND REQUIREMENTS; AND
(C) WILL ASSUME ALL RISKS WITH RESPECT TO ITS USE OF THE SERVICES AND ANY TRANSACTIONS THAT IT MAY UNDERTAKE, INCLUDING ANY AND ALL RISKS ASSOCIATED WITH ALGORITHMIC TRADING THROUGH THE API.
The User should keep a copy of this User Agreement and the Market Rulebook for their records. The User should check the Website on a regular basis as this User Agreement and the Market Rulebook may be amended by RULES from time to time.
We do not and will not provide any investment advice in relation to any transaction, user portfolio or trading strategy. This means that we will not make personal recommendations or advise on the merits of purchasing, selling, or otherwise dealing in particular investments or executing particular transactions, any tax consequences or the composition of any account or any other rights or obligations attaching to such investments or transactions. Therefore, user must rely on own judgment in deciding to enter into or close a transaction.
If we allow you to continue to trade or to allow your open transactions to remain open, this may result in you incurring further losses.
2 Defined terms and interpretation
2.1 Defined terms
Unless the context requires otherwise, capitalised terms are defined terms and shall have the meanings set out in Schedule 1 of this Agreement, which forms part of this User Agreement.
2.2 Interpretation
In this User Agreement and unless otherwise specified, references to:
a “party” means either RULES or the User, and “parties” means both RULES and the User;
“User” are to the person who trades on the Platform and to whom BUMBA provides its Services pursuant to this User Agreement, and who have agreed to this User Agreement and for the Market Rulebook to be binding on them;
“writing” includes any record capable of being published, whether or not in electronic form;
a “person”, whether capitalised or not, shall refer to a natural person or a legal person, as the context requires;
a “legal person” includes a sole proprietorship, joint venture, partnership, limited liability partnership, corporation, company, body corporate, firm, bank, association, cooperative, trust, estate, government, governmental agency, regulatory authority or any other similar entity or other undertaking, wherever situated and whether or not having separate legal personality;
“Clauses” and “Schedules” are to the clauses and schedules of this User Agreement respectively;
“including”, “include” and “not limited to” or any similar expression in any phrase shall be construed as illustrative only and shall not limit the words preceding that term;
time are references to the standard time in Road Town, BVI; and
a “day”, “week”, “month”, “year” are to be construed by reference to the Gregorian calendar;
an act or course of conduct shall include positive acts and omissions;
terms importing the singular include the plural and vice versa; and
terms defined in the Applicable Laws and Regulations have the same meaning as in those Applicable Laws and Regulations.
Where a word or expression is given a particular meaning, other parts of speech and grammatical forms of that word or expression have a corresponding meaning.
The table of contents and the headings of Clauses and Schedules are provided for convenience only and shall not affect the interpretation of this User Agreement.
Unless otherwise defined in this User Agreement or unless the context requires otherwise, terms defined in the Applicable Laws and Regulations have the same meaning as in the Applicable Laws and Regulations.
Any translation of this User Agreement or other documents is provided for convenience only and may not accurately represent the information contained in the original English. In the event of inconsistency, the English language version of this User Agreement or other documents shall prevail.
3 Applicable Laws and Regulations
3.1 Application
The User’s conduct on the Platform is subject to the Applicable Laws and Regulations.
By agreeing to this User Agreement, the User expressly agrees to comply at all times with the Applicable Laws and Regulations, as applicable to the User from time to time.
4 Access to Services
4.1 Requirements to access the Services
To access the Services, the User must:
meet the eligibility criteria under Rule 4.2.1;
complete any necessary application form(s) to open an Account;
sign this User Agreement;
acknowledge reading, understanding and agreeing to abide by the Market Rulebook, and any other document related to trading on the Platform as RULES may require from time to time; and
provide any additional information as RULES may request from time to time (including but not limited to the Verification Information in Clause 6).
4.2 Eligibility criteria
The eligibility criteria required in Clause 4.1.1 are set out in the table below:
| Membership Eligibility Requirements | ||
|---|---|---|
| Criteria for all Users | Additional Criteria for Legal Persons | Additional Criteria for Natural Persons |
| Must not have been suspended or terminated from BUMBA. | Must be legally registered under applicable laws. | Must be at least 18 years old. |
| Must have authority to enter into a User Agreement. | Must appoint an Authorized Representative. | Must have the legal capacity to enter agreements. |
| Must not be a Restricted Person. | Must not be ultimately owned by a Restricted Person. | |
| Must not access the platform from a Restricted Location. | ||
| Must clear BUMBA due diligence checks. | ||
5 User Classification
5.1 Retail Client classification
RULES shall customers as either “Retail” or “Professional” customer for the purposes of the FSC rules.
5.2 Changes to the User’s client classification
RULES shall provide a reasonable notice period before changing a User’s classification unless otherwise required by law. RULES may require further information or documents from the User in order to determine or vary the relevant classification. By entering to this User Agreement, the User agrees to promptly provide RULES with such further information or documents as RULES may request from time to time in connection with the User’s client categorisation, and that following the User’s classification, the User will provide RULES with any information which might affect the client category assigned to that User.
If RULES becomes aware at any time that the User does not meet the criteria for the client category assigned to the User in the previous client classification notice, RULES will send the User a new client classification notice informing the User of their new client categorisation.
If the User has any questions regarding their classification, they should inform RULES in writing as soon as possible following receipt of their client classification notice.
6 Verification procedures and information
6.1 Verification process
The User must provide complete and accurate documentation and information requested by RULES from time to time (the Verification Information).
The User agrees to allow RULES to keep a record of such information, as may be required under the Applicable Laws and Regulations.
After an Account is opened, the User agrees:
to ensure that that the Verification Information provided continues to be accurate and complete Users must update their Verification Information within 30 days of any change in circumstances.; and
that RULES may periodically review the Verification Information and request that the User provide additional documents and information promptly at the request of RULES.
The User agrees to notify RULES in writing as soon as practicable, whether at the application stage of after the Account is opened, if the User:
is or becomes a Politically Exposed Person (PEP), or associated with a PEP;
intends to use the Platform or receive the Services in a Restricted Location.
The Verification Information provided under this Clause 6.1 will be collected, used and shared in accordance with Clause 21 of this User Agreement.
6.2 Enquiries with third parties
RULES may make enquiries, whether directly or through third parties, including but not limited to credit reference, fraud prevention and law enforcement agencies, and take any actions RULES considers necessary to verify the User’s Verification Information.
Nothing in this Clause 6.2 may be construed to restrict RULES’ right to may make any enquiries in relation to the User once the Account is opened.
6.3 Incomplete or Unsatisfactory Verification Information
In the event that RULES deems the Verification Information supplied by the User to be unsatisfactory or incomplete, or if the User fails to supply any documentation or information (including any additional Verification Information requested by RULES from time to time), or if RULES has reason to believe that the confidentiality of the Verification Information has been compromised, RULES may:
decline the application or terminate this User Agreement;
suspend the provision of the Services to the User, which includes among other things declining any further transfers of Assets to the User's Account, cancelling or suspending any Trades.
RULES shall not be liable for losses resulting from any failure to provide the Services or from delayed execution of the Services arising as a result of any action taken by RULES pursuant to this Clause 6.
7 Description of Services
7.1 General
RULES shall provide the following Services in respect of Virtual Assets:
Platform services, which allow the User to trade Virtual Assets on the Platform. The list of Virtual Assets which the User may trade on the Platform is published on the Website, as amended from time to time;
custody services, whether directly or through third parties safeguarding, storing, holding or maintaining custody of Virtual Assets on behalf the User; and
any other additional or ancillary services or functionalities which RULES is permitted to provide under its FSC license and under the Applicable Laws and Regulations, as RULES may notify the User from time to time.
7.2 Excluded services
RULES does not:
offer facilities for margin trading or short-selling;
act as:
(i) a buyer or seller in a Trade which occurs between users on the Platform;
(ii) a market maker; or
(iii) a broker, intermediary, agent or advisor.
Except as required under the Applicable Laws and Regulations in the context of RULES’ role in undertaking the activities of “VASP Exchange” and “VASP Custody Provider” (as defined in the FSC regulation), RULES has no fiduciary relationship with or obligation to the User in connection with any Trades on the Platform.
8 Trading on the Platform
8.1 Trading
The User may buy or sell a Virtual Asset by placing an instruction on the Platform (Order) in any of the following Trading Pairs:
Fiat Currency into Virtual Assets;
Virtual Assets into Fiat Currency; or
one Virtual Asset into another Virtual Asset.
The User agrees to be bound by the Market Rulebook, and that RULES may treat a breach of the Market Rulebook as a breach of this User Agreement.
User acknowledges and agrees that:
it is the sole responsibility of the User to ensure the validity and accuracy of an Order, including that of the recipient of any Assets, and that RULES shall not be liable for the consequences of the User not providing valid and accurate information when placing an Order;
the Platform is accessible twenty-four (24) hours a day, seven (7) days a week and three hundred and sixty-five (365) days a year, except for any period during which trading is suspended as provided for under the Market Rulebook;
RULES may, at its sole discretion and without prior notice take any measure it deems necessary to ensure the safety and soundness of the Platform or if RULES deems that the User may have contravened the Market Rulebook. Such measure may include among other things closing or suspending the User’s Account or the User’s access or use of the Platform or the Services, refusing an Order, or imposing limits on trading amounts on the Platform;
the User does not have a right to a reversal of a Trade notwithstanding that RULES may, at its sole discretion, reverse a Trade under certain extraordinary conditions (including but not limited to breaches of the Applicable Laws and Regulations or Financial Crime).
RULES will send a confirmation to the User by email, a Notice, or any other means of communication as provided for under this User Agreement, every time the User places an Order, cancels an Order, and when that Order is partially or completely filled.
By entering into this User Agreement, the User acknowledges and agrees that:
by entering into a Trade on the Platform, the User is instructing RULES to carry out the Trade at the buy price or sell price quoted on the Platform on the basis of which the User placed the Order, and the User agrees to pay any associated fees. The price of a Trade shall be determined to be the price agreed between the User and the other party to that Trade, and RULES shall not be a party to such Trade or responsible for setting or negotiating the price of a Trade. The User shall not claim against RULES regarding such Trades. RULES does not guarantee the completion of any attempted sale or purchase of Virtual Assets;
RULES carries out Trades based on price-time priority;
the User is subject to the same price-time priority as any other users of the Platform;
Orders submitted through the API are subject to the same price-time priority than Orders received otherwise through the Website;
a filled Order is settled immediately, by debiting and crediting the relevant balances of Assets the User’s Account accordingly. The User will receive immediate notification of his settled Trade through the API, the Website, and/or via email or any other agreed means communication and can be viewed in the User’s trading history;
APIs enable the User to stream live prices into their own user interface as well as to perform the same Trade or place and the same Order which is available to the User on the Platform;
in order to maintain a fair and orderly Platform, RULES may restrict the number of Orders allowed through the API and monitor messages through the API in order to:
(i) protect the API against denial of service attacks;
(ii) prevent the abuse of an order book; and
(iii) improve the overall trading experience on the Platform;
RULES may limit the number of Orders placed through the User’s Account;
use of the API will be for legitimate trading purposes and any repeated violation of Order rate limits will result in RULES suspending or closing the User’s Account in accordance with this User Agreement;
the transaction history provided on the Platform is the true and accurate record of the User’s transactions. It is the User’s responsibility to remain up to date on its transaction history and any Notices with respect to the User’s Account; and
there may be a delay in executing a Trade on the Platform as the result of RULES’ secure trading protocols which require Virtual Asset private keys to be stored securely using a combination of online and offline storage for added security and that RULES shall not be liable for any such delay in executing the User’s Trade on the Platform.
8.2 Suspension of Services
The User agrees and understands that:
part of or all of the Services may be periodically unavailable during scheduled maintenance. RULES shall notify the User in advance of any suspension of the Services caused by a scheduled maintenance; and
The User acknowledges and agrees that RULES has the discretion to suspend all or part of the Services to the User if it determines, in its sole discretion, that:
(i) the User may have breached this User Agreement or the Market Rulebook;
(ii) the User’s access to the Platform may affect the proper functioning of the Platform; or
(iii) the proper functioning of the Platform may be affected by any of the factors set out in Clause 8.2.2 of this User Agreement.
For the purposes of Clause 8.2.1(b)(iii), RULES may be guided by the following factors in considering whether the proper functioning of the Platform may be affected:
when a computer or telecommunications network, which is related to the provision of the Services, ceases to operate or function as a result of an accident;
in the event of a Force Majeure Event which affects the provision of the Services;
when RULES’ assets or the User’s Assets, or the Platform, are the subject of an attempted or actual malicious attack which may, among other things, result in the theft or loss of such assets;
when an event affects the proper functioning of critical systems relied upon by the Platform, including the pricing system or any other system necessary for the provision of the Services;
when RULES suspects unauthorised use of the Platform, or a breach of this User Agreement, the Market Rulebook or Applicable Laws and Regulations;
when conducting investigations in light of its requirements under Applicable Laws and Regulations or to ensure the proper functioning of the Platform;
when a Hard Fork causes a chain split or changes to a Virtual Asset;
when there are changes in Applicable Laws and Regulations, social conditions, or factors outside RULES’ control,; or
any other reason which RULES determines in its sole discretion that the suspension is necessary.
9 Custody services
9.1 Holding Assets on behalf of the User
The User agrees that RULES may require the User to verify that the User controls the bank account or external Wallet from which the User transfers Assets to the User’s Account.
The User understands and agrees that RULES shall have sole discretion to accept the bank account or External Wallet that the User specifies. It is the User’s responsibility to ensure the timely and proper transfer from the User’s bank account or external Wallet.
The User understands that RULES is using Fireblocks as Third-Party custody provider and agrees to Fireblock’s Terms of Use and Privacy Policy.
The User acknowledges and agrees that:
RULES shall not be liable for any losses resulting from the delay in receiving Assets into the User’s Account if such delay is not due to the gross negligence, fault or misconduct of RULES;
the User shall be responsible for ensuring that any inbound and outbound transfer of Assets is handled in compliance with RULES’ requirements, or the requirements of any relevant third party or External Wallet provider;
the User shall be responsible for ensuring that the address to which any Virtual Assets are to be transferred is properly formatted and suitable for the type of Virtual Asset being transferred, and that RULES will not be able to reverse any transfer and shall not have any responsibility or liability if the User instructs RULES to transfer a Virtual Asset to an address that is incorrect, improperly formatted, erroneous or intended for a different type of Virtual Asset;
the User shall be responsible for ensuring that there are no errors in any of the transfer instructions; and
the proceeds from the sale of Virtual Assets (less any fees) on the Platform shall be credited to the User’s Account.
The User acknowledges and agrees that RULES may impose limits on the amount of any inbound or outbound transfers, a impose minimum balance required to maintain an Account, or suspend the ability to transfer Assets into or out of the User’s Account, or terminate this User Agreement :
to comply with Applicable Laws and Regulations;
to comply with an order from a Competent Authority; or
otherwise, at the discretion of RULES in ensuring the proper functioning of the Platform, or any other legitimate reasons.
9.2 Segregation of Assets
RULES shall hold:
any funds credited to the User’s Account in a bank account designated for that purpose; and
any Virtual Assets which the User transfers to the User’s Account in a combination of a “hot wallet” and a “cold wallet”, which are protected by multi-signature authority requirements to reduce both internal and external risk factors.
When RULES holds Virtual Assets in custody on the behalf of the User, the User acknowledges that the User shall be subject to the protection of the “Obligations and Restrictions” of a VASP Custody Provider under the BVI Virtual Asset Service Providers Act,2022.
RULES shall ensure that its own assets are held at all times separately from the Assets which it holds on the behalf the User.
9.3 Third party custodians
The User acknowledges and understands that any Assets which RULES holds in custody on the User’s behalf with third party custodians Fireblocks may be held:
in a jurisdiction outside the British Virgin Islands (“BVI”) and the market practices, settlement, insolvency and legal regime applicable in that jurisdiction may differ from the regime applicable in the BVI.
By a third party appointed in good faith by RULES, or by RULES’ nominees or sub-custodians. Such third parties are not under the control of the Group, and RULES accepts no liability for any default of any nature by such third parties and, in the event of any such default, the User may suffer total or partial loss in respect of the User’s Client Account. The extent to which the User may recover Virtual Assets in jurisdictions other than the BVI may be governed by specific legislation or local rules.
In the event of the insolvency or any other analogous proceedings of a third party holding the User’s Fiat Currencies and/or Virtual Assets, RULES may only have an unsecured claim against the third party on the behalf of the User and the User may be exposed to the risk that the Fiat Currencies, Virtual Assets or any other property received by RULES from the third party is insufficient to satisfy the User’s claim and the claims of all other relevant users.
9.4 No interest
The User acknowledges and agrees that funds held in the User’s Account shall not accrue interest.
9.5 Pooling of Assets
The User understands and agrees that any Assets transferred to the User’s Account may be pooled with other users’ Assets, but shall at all times remain segregated from RULES’ own assets. In such circumstances, the User’s individual client entitlements may not be separately identifiable by separate certificates, other physical documents of title or equivalent electronic record and, in the event of an irreconcilable shortfall after RULES ‘insolvency, any users whose assets have been pooled may share in that shortfall in proportion to their original assets in the pool. Any entitlements or other benefits arising in respect of pooled assets will be allocated pro rata to the User whose assets are so pooled.
9.6 Reconciliation
RULES shall conduct a daily reconciliation of the User’s Fiat Currency sub-accounts and the Virtual Asset wallets.
9.7 Account statements
RULES shall provide a near real-time information in relation to the User’s Account through the Platform and shall send to the User a statement of the User’s Account at least on a monthly basis. The statement of Account shall, at a minimum:
reflect the amount of Fiat Currency, expressed in the currency in which they are held; and
a list of Virtual Assets, held in the User’s Account.
RULES shall also provide the User with the details of Trades that the User enters into on the Platform, and any transfers of Assets into or out of the User’s Account.
10 Account access
10.1 Account Access
The User shall be provided with an account name (registered email address) and chooses their own password at the time of establishing the Account (the Login Credentials).
To be able to log into their account, the User will receive a One Time Password (OTP) to their registered email address.
The platform assigns a User ID to the established account which will be used for internal purposes only.
The User agrees to be bound by the instructions RULES provides to the User in relation to authentication requirements and procedures for accessing and operating the User’s Account. The User further acknowledges and agrees that non-compliance with such instructions would constitute a breach of this User Agreement.
The User acknowledges and agrees that the User shall not share access to the User’s Account with any other person or make the User’s Account available to third parties other than the User’s Authorised Representatives.
RULES reserves the right to suspend or terminate the Services for Accounts that are operated or accessed by any person other than the User, or cancel Trades which were made on the User’s Account by any third parties other than the User’s Authorised Representatives.
11 Obligations of the User
11.1 Account usage
The User acknowledges and agrees that the Account:
is for the sole benefit of the User only; and
may not be used for the benefit of any third party shall only be used for dealing in Virtual Assets.
The User acknowledges and agrees that if the User is a natural person, the Account may only be used by the person whose name is registered with BUMBA.
If the User is a legal person, the Account may be granted multiple accesses to be used only by the duly appointed representative(s) who may act on their behalf or in their name (the Authorised Representatives), and whose details shall be duly provided in writing to RULES or BUMBA.
The User agrees and acknowledges BUMBA treats you as our client/ user for all purposes and you will be directly and personally responsible for performing your obligations under each interaction with the Platform. If User acts in connection with or on behalf of someone else, whether or not User identify that person to the Platform, RULES will not accept that person as an indirect customer or User and will accept no obligation to them such Users/customers, such actions from User/customer will result in breach of this Agreement, thus RULES has right to terminate this contract and void or any transaction or close the account for such User/customer.
11.2 Prohibitions on use
In accessing the Platform and using the Services, the User agrees not to:
carry out any activity:
(i) which would be in contravention of Applicable Laws and Regulations, including the FSC rules and any provisions which relate to fraud or “Market Abuse” as that term is provided for under FSC rules;
(ii) in preparation, furtherance or commission of a Financial Crime which includes money laundering and terrorist financing;
(iii) which may affect the proper functioning of the Platform or the orderly trading on the Market, or which may damage, interfere with or disrupt access to the Platform or Services or do anything which may interrupt or impair its functionality; or
(iv) which may impact the reputation of RULES or the Platform;
impersonate any Person or use a false name or a name which the User is not authorised to use or create a false identity or e-mail address or to mislead others as to the identity or origin of any communications, or providing false or misleading information, including to RULES at the time the User opens its Account;
carry out any of the activities in Clause 11.2.1(b) in an attempt to open more than one Account;
modify, access or make available data stored on a computer device which the User has accessed through the Platform;
make available or upload files that contain software or other material, data or information not owned by or licensed to the User or collect information about others, such as but not limited to names or addresses, without their prior consent;
make any commercial or business use of the Platform or resell or commercially benefit from any part or aspect of the Platform;
publish, post, distribute, disseminate or otherwise transmit defamatory, offensive, infringing, obscene, indecent, or other unlawful or objectionable material or information;
threaten, harass, stalk, abuse, disrupt or otherwise violate the rights (including rights of privacy and publicity) of others;
make available, upload or distribute by any means any material or files that contain any viruses or any other harmful software or data;
falsify the true ownership of software or other material or information contained in files made available via the Platform; and
obtain or attempt to obtain unauthorised access, through whatever means, to the Platform, other services or computer systems or areas of RULES, including through the use of electronic means to disguise the true location from which the Platform is accessed.
RULES shall only provide the Services in relation to those Virtual Assets admitted by RULES on its Platform, as determined from time to time. Under no circumstances should the User attempt to use an Account to store, send, request, or receive any virtual assets which are not supported by BUMBA.
11.3 Security
By entering into this User Agreement, the User agrees to:
maintain the security of the User’s Account by keeping their Account information confidential and protecting the information which allows access to the User’s Account, and restricting access to the User’s Account to themselves or their Authorised Representatives;
make reasonable use of anti-virus, anti-malware and other software and techniques to protect the User’s Account from being the victim of a hack or of other malicious actions, so as to protect the integrity of the User’s Account and to keep these, and access to the Platform, out of the reach of third-parties;
promptly notify RULES if the User discovers or otherwise suspects a security breach related to their Account by emailing RULES or using any other contact details notified to the User from time to time;
take responsibility for all activities that occur under the User’s Account, which shall at all times be deemed as use of the Service or the Account by the User, and the User accepts all risks of any authorised or unauthorised access to the Account, including any and all losses or damages incurred or suffered by the User or any third party as a result of the User’s Account access information being mismanaged, wrongfully or improperly used, leaked, used by a third party or stolen. RULES shall not under any circumstances accept any liability in respect of such losses and or damages;
not assist anyone to gain access to the User’s Account and not to assist anyone who is not the User to access the Platform or use any Services;
refrain from:
(i) installing, running, executing or otherwise making use of software or hardware (such as, but not limited to, third party software or applications which may interface with the Platform or impact the provision of the Services); and
(ii) being in any way involved in such use of software or hardware which could interfere with, disrupt, negatively affect, or inhibit other users from accessing the Platform or receiving the Services, or that could damage, disable, overburden, or impair the functioning of the Platform or the provision of the Services in any way; and
comply at all times with the Applicable Laws and Regulations, the terms in this User Agreement and any other terms or conditions that may apply, as notified to the User from time to time.
12 Suitability
12.1 Execution Only
The User understands and acknowledges that BUMBA:
operates an execution-only Platform for the execution of Orders, and for the custody of Virtual Assets and Fiat Currencies.
is not licensed to advise on the merits of buying, selling, subscribing for or underwriting any form of investment (including Virtual Assets) or entering into a credit agreement and does not provide such advice.
is not required to assess whether:
(i) the Services are suitable for the User; or
(ii) any Trade is suitable for the User's needs; and
does not warrant the accuracy, completeness or usefulness of any information published on the Website and such information should not be considered as an offer to buy or sell a Virtual Asset. The User is solely responsible for determining whether any Trade is appropriate. any information provided on the Website is for information purposes only and is not, nor intended to be, financial advice, investment advice, a trading recommendation or any other advice.
The User should be fully aware of the specific characteristics and risks relating to the particular Virtual Asset that the User is planning to trade, and ensure that it seeks professional advice, if necessary, taking into account its investment objectives, level of experience and risk appetite.
12.2 Exclusion of Suitability Assessment
RULES will not assess, and shall not be responsible for assessing, the suitability of transacting in Virtual Assets for the User before granting access to the Platform or before the User undertakes a Trade. The User should therefore seek professional advice as to whether transacting in Virtual Assets is suitable for its needs and purposes.
13 Fees
13.1 Applicable fees
The User agrees to pay RULES all applicable fees as these are published on the Website, and amended from time to time.
The applicable fees may be updated and notified to the User from time to time in RULES’ sole discretion. Any updated fees will apply to the Services, Trades or other transactions following the effective date of the updated fees.
13.2 Payment of fees
The User authorises RULES to deduct fees either from the price of any Trade undertaken at the time an Order is Filled, or from the User’s Account.
14 Risk Disclosure
14.1 Introduction
By opening an Account and undertaking Trades, the User is deemed to have:
reviewed, understood and accepted the risks associated with the Services including, but not limited to, in connection with the failure of hardware, software, and internet connections; and
accepted the risk of trading in Virtual Assets; and
represents that it has been, is, and will be solely responsible for making its own independent appraisal and investigation into the risks of each Trade and the relevant Virtual Assets.
The User acknowledges and understands that the list of risks associated with Virtual Assets generally, the Services and specific types of Virtual Assets, as these are disclosed to the User (the Risk Disclosure) published on the Website, is not is not an exhaustive disclosure of all of the risks associated with trading or holding Virtual Assets or the use of the Services provided by the Platform.
RULES may update the Risk Disclosure, as notified to the User from time to time.
The User acknowledges and agrees that it is the User’s responsibility to ensure that their decisions are made on a well-informed basis and that they should undertake their own assessment as to the suitability of trading in Virtual Assets in the light of their experience, objectives, financial resources and their specific needs and requirements to stay up to date with the Risk Disclosure as updated by RULES from time to time.
The User acknowledges and understands that the use of instructions in relation to Orders may not necessarily limit losses to the expressed amount and market conditions may make it impossible to Fill an Order or to obtain the Limit Price.
The User understands that it should be able to bear the risk of potential losses up to the full amount of their invested capital and the User who is a natural person should only invest capital that they can afford to lose without impacting her/his standard of living and proportionate to her/his income.
Before opening an Account, the User is deemed to have evaluated and confirmed that the User understands the risks involved.
14.2 Availability of Virtual Assets
RULES makes no guarantee as to the timing or availability of the ability to purchase or sell Virtual Assets on the Platform, since this is outside of RULES’ control and is contingent on the existence of a counterparty willing to sell the same Virtual Asset (and vice versa).
The User understands that any Virtual Asset may be delisted at any time without any notice or consent. Similarly, any new Virtual Asset arising from a Hard Fork or similar changes to a Virtual Asset's protocols will require approval by RULES prior to being traded on the Platform.
14.3 Legal and regulatory risk
The User is responsible for complying with the Applicable Laws and Regulations as these apply to the User, and is solely responsible for determining whether or which laws may apply to its transactions, including any applicable tax laws. The User is solely responsible for reporting and paying any taxes arising from its use of the Services.
15 Intellectual property
15.1 Ownership
Unless otherwise indicated by RULES, all copyright, trademarks and other intellectual property rights in all content and other materials contained on the Platform or provided in connection with the Services (together, the Materials) are the exclusive property of RULES and/or its licensors or suppliers and are protected by any applicable intellectual property rights laws.
For the avoidance of doubt, the Materials shall include, without limitation:
the Website and the API;
BUMBA’s logo and all designs, text, graphics, pictures;
BUMBA’s information, data, software, sound files, other files, transaction price data, databases, applications, programs, email correspondence, and code; and
the selection and arrangement of and any other technology or content created or derived from any of the foregoing.
By entering into this User Agreement, the User agrees to grant to RULES a worldwide, non-exclusive, royalty-free licence (with the right to sublicense) to use, copy, reproduce, modify, publish, transmit, broadcast, display, and distribute any content generated by the User using the Services or through the Platform, including on the Platform or using the APl, in any and all media or distribution methods, whether now known or later developed.
Clause 15.1.3 shall include, other than personally identifiable information, which is covered under the Privacy Policy, any feedback, suggestions, ideas or other information transmitted by the User to RULES (Feedback), which shall be considered non-confidential. To the fullest extent permitted by the Applicable Law and Regulations, RULES will own any Feedback. The User hereby assigns to RULES all rights, title and interest to Feedback together with all associated intellectual property rights. The User will not be entitled to, and hereby waives any claim for, acknowledgment or compensation based on any Feedback or any modifications made by RULES based on any Feedback.
15.2 User obligations
Except as expressly authorised by BUMBA, User will not:
perform any act which would infringe any intellectual property rights of RULES or its licensors, including copyrights, patents, utility model rights, trademark rights, and all rights to the Materials;
license, sublicense, rent, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make available to any Person all or any part of the Platform in any way;
copy, modify, republish, distribute, or make derivative works based upon all or any part of the Platform;
“frame” or “mirror” all or any part of the Platform on any other server or wireless or Internet-based device;
reverse engineer, disassemble, decompile, or access all or any part of the Platform in order to:
(i) build a competitive product or service;
(ii) build a product or service using ideas, features, functions, or graphics similar to all or any part of the Platform; or
(iii) copy any ideas, features, functions, or graphics of all or any part of the Platform; or
“frame”, “link” or “deep-link” the Website to any other website owned or operated by RULES, without the prior written consent of RULES.
16 Conflicts of interest
16.1 Applicable Policies and Procedures
RULES has policies and procedures to identify, prevent and manage conflicts of interest so as to:
minimise the occurrence of conflicts of interest; and
ensure that the User's interests are not adversely affected by any conflict of interest.
16.2 Circumstances Giving Rise to Conflicts
A conflict of interest may arise between:
the User and RULES (or a manager or employee of RULES);
the User and another user of BUMBA; or
employees of RULES in respect of their personal interests and Trades they can undertake or direct others to undertake on their behalf on the Platform.
16.3 Management of conflicts of interest
Whatever the circumstances giving rise to a conflict of interest, RULES will always act in the User's best interests having due consideration of all relevant facts and circumstances, including the interests of any other clients involved, and will notify the User of the conflict of interests in sufficient detail to enable the User to take an informed decision with respect to the Services that RULES provides. RULES will seek to manage the conflict of interest, including by:
applying Chinese Walls;
segregating control of responsibility between employees of RULES; or
ceasing to provide the Services, if a conflict arises for which there is no practicable solution.
lf the measures that RULES has in place to manage conflicts of interest are not sufficient to ensure, with reasonable confidence, that risks of damage to the User’s interests will be prevented, RULES will notify the User of the details of such conflict of interest in writing, and seek the User’s consent to provide the Services.
Nothing in this Clause 16 shall prevent RULES from revoking the User’s access to the Platform, and terminate this User Agreement, if RULES is unable to prevent or manage a conflict or potential conflict of interest.
17 Unclaimed property
17.1 Obligations of RULES
If the User has:
Fiat Currency held by RULES in its Account; or
Virtual Assets held in cold storage,
and RULES is unable to contact the User and has no record of the User's use of the Services for a period of time exceeding not less than twelve (12) months, RULES may be required to report these funds as unclaimed property in accordance with the Applicable Laws and Regulations or as directed by the FSC. RULES will use reasonable endeavours to locate the User using the contact information available to RULES.
If RULES is unable to locate the User, RULES reserves the right to:
close the User's Account and terminate this User Agreement;
convert any Virtual Assets to Fiat Currency; and
deliver all Fiat Currency (including any Fiat Currency received from the proceeds of the conversion of Virtual Assets) as unclaimed property as it may be directed by the FSC or any court of competent jurisdiction.
17.2 Expenses
RULES shall be entitled to deduct from any Fiat Currency all costs and expenses incurred in connection with this Clause 17.
18 Suspension and termination
18.1 Term
This User Agreement shall come into effect from the date it is accepted by RULES and as notified to the User. Subject to any suspension pursuant to Clause 18.2, this Agreement shall continue in full force and effect until terminated in accordance with Clauses 18.3 or 18.4.
18.2 Suspension
RULES may suspend the User's Account (and any related accounts beneficially owned by any related entity of affiliate of the User), including any access to the Account and the ability to conduct any Trade, in the following events:
if required by any Applicable Laws and Regulations;
if the User fails to respond to and/or cooperate with any queries that may be raised by the FSC or any other appropriate Competent Authority;
pursuant to any order or request of any Competent Authority;
if the User is in breach of this User Agreement or the Market Rulebook;
for the period of any investigation in the event:
(i) RULES has concerns about the security of the User's Account or its Access Information;
(ii) RULES believes that the Services are being used in a fraudulent or unauthorised manner;
(iii) the User is subject to any pending litigation, investigation or proceedings by any Competent Authority or any other person;
(iv) RULES reasonably believes that such suspension is necessary to protect its reputation.
(v) RULES may also suspend or reject Trades with respect to Fiat Currency and/or Virtual Assets received from the User if such Fiat Currency and/or Virtual Asset fail RULES’ assessment with respect to its obligations under the AML Laws and/or Applicable Laws and Regulations.
(vi) RULES shall not be liable to the User for any suspension of the User's Account pursuant to Clause 18.2.1 or with respect to the User's Fiat Currency and/or Virtual Assets pursuant to paragraph (v) above, including in respect of any inability of the User to undertake a Trade during the period of the suspension.
18.3 Termination
This User Agreement shall automatically terminate upon the occurrence of any of the following events:
RULES is required to do so under the Applicable Laws and Regulations;
RULES is required to do so pursuant to an order, direction or request of any competent court, law enforcement agency, authority or financial services regulator; or
on the occurrence of an Insolvency Event affecting the User.
Without affecting any other right or remedy available to the Group, RULES may terminate this User Agreement with immediate effect by giving notice to the User:
if the User commits a material breach (as determined by RULES in its reasonable discretion) of any term of this User Agreement or any rule of the Market Rulebook which, if capable of remedy, the User fails to remedy within ten (10) Business Days from the date of the notice requiring the User to remedy the breach;
if the User’s Account is suspended for a period exceeding twelve (12) months;
if the User is subject to material legal, criminal or regulatory proceedings which in RULES’ reasonable opinion creates an actual or potential legal, regulatory, criminal or reputational risk to RULES and Bumba;
if the User objects to an amendment to this User Agreement within the time specified in Clause 25.1.2 to make an objection;
RULES reasonably suspects that the User is or has been carrying on, assisting in the commission of, or is directly or indirectly connected to, illegal activities including Financial Crime, or breaches of Applicable Laws and Regulations, including carrying on activities without the proper governmental authorisations or licenses;
there is a change in the Applicable Laws and Regulations which may limit RULES’ ability or make it illegal to provide the User with access to the Platform, or some or all of the Services; or
on the occurrence of a Force Majeure Event which prevents RULES from providing the Services to the User.
18.4 Termination by User
The User may terminate this User Agreement by providing RULES with ten (10) Business Days’ notice.
18.5 Effect of termination
On termination of this User Agreement:
any amounts or fees due to RULES at the time of termination shall become immediately due and payable;
the User shall, within five (5) Business Days, either:
(i) sell all Virtual Assets held in the User Account or request transfer of such Virtual Assets to a Virtual Asset wallet address which satisfactorily satisfies RULES’ pre-screening requirements; and
(ii) withdraw all Fiat Currency available in its Account.
any pending Orders shall be cancelled automatically, without further notice to the User.
Where the termination arises pursuant to Clauses 18.3.1(a) or 18.3.1(b), RULES may, upon request or an order by a Competent Authority, freeze the Fiat Currency and/or Virtual Assets and transfer any documentation or information relating to the User to that Competent Authority.
Termination of this User Agreement shall not affect any rights obtained and duties imposed prior to the effective date of such termination.
19 Right to set off
The User expressly and irrevocably agrees and authorises RULES to set off any amounts due to RULES, including any fees and any amounts in Clause 18.5.1(a) against the value of any Assets held by RULES on the User’s behalf.
RULES shall:
first set-off against any such Fiat Currency which are to the credit of the User’s Account; and
if such amounts are insufficient to cover the amounts in Clause 19.1.1, RULES shall sell the appropriate amount of Virtual Assets at market price to pay the balance of such amounts owed by the User to RULES.
The User agrees that if any of the amounts in Clause 19.1.1 exceed the value of the Assets held in the User’s Account, the User will pay to RULES such amount as RULES shall specify as being the shortfall between amounts in Clause 19.1.1 and the value of the Assets in the User’s Account.
20 Limitation of liability, warranties and indemnification
20.1 Exclusion of liability
Neither RULES and/or its Related Parties shall be liable for any Loss arising, directly or indirectly, from:
any dispute between the User and one or more other users (other than RULES);
any Losses arising from the User's breach of this Agreement;
any Losses arising from the User's violation of any Applicable Laws and Regulations; or
any act or omission by an Authorised Representative with access to the User's Account,
and the User hereby releases and waives any right to claim any such Loss from RULES and/or its Related Parties.
Any limitations of liability contained in this Clause 20 shall not limit RULES’ liability which cannot be excluded or limited under the relevant Applicable Laws and Regulations.
20.2 Limitation of liability
To the fullest extent permitted by the Applicable Laws and Regulations, the total aggregate liability of RULES for Losses that the User may suffer arising out of, or in connection with the information or material provided by or on behalf of RULES and its Related Parties on the Website shall be limited to a maximum aggregate value of USD 3,000.
To the fullest extent permitted by the Applicable Law, the total aggregate liability of RULES for Losses, arising out of an individual claims or series of claims, incurred by:
the User arising out of, or in connection with an Application;
the User arising out of, or in connection with:
(i) the Services;
(ii) any performance or non-performance of the Services;
(iii) any information or material provided by, or on behalf of, RULES and/or its Related Parties (other than information or materials referred to in Clause 20.2.1); or
(iv) any other breach of this Agreement;
shall be limited in aggregate to the lower of:
5,000 or
the total fees paid by the User to RULES in respect of the Services during the preceding twelve (12) month period (the Cap).
Where a claim arises in relation to a specific Trade, the total liability to the User, of RULES and its Related Parties, shall be limited to the purchase / sale amount of the Trade in dispute by reference to the price for such Trade at the time it took place or ought reasonably to have taken place and in any case subject to the Cap.
In no event, shall RULES and/or its Related Parties be liable to the User for any Indirect Losses.
Nothing in this Agreement shall limit RULES and/or its Related Parties liability to the User resulting from:
fraud or fraudulent misrepresentation;
deliberate misconduct; or
for death or personal injury resulting from their actions.
20.3 Force Majeure Events
Neither party shall be liable for any delay or failure to perform any of their obligations under this User Agreement caused by a Force Majeure Event.
20.4 Indemnification
The User agrees to indemnify, hold harmless and promptly defend RULES and its Related Parties from and against any and all liabilities incurred or suffered, arising out of or related to:
the User’s (or any of the User’s Authorised Representatives’) use of or conduct in connection with the Account or the Services;
the breach by the User and/or RULES’ enforcement in relation to the User Agreement or the Market Rulebook;
the breach of any Applicable Laws and Regulations by the User;
the breach of the rights of any third party by the User;
any false, inaccurate, misleading or deceptive information provided by the User to RULES in the course of RULES providing the User with the Services under this User Agreement; and
any breach by the User of any of the representations, warranties and undertakings made by the User under this User Agreement.
If the User is obligated to indemnify any RULES or any of its Related Parties pursuant to this Clause 20.4, RULES will have the right, in its sole discretion, to control any action or proceeding and to determine whether it wishes to settle, and if so, on what terms
20.5 Disclaimer of warranties
The Services and any information or materials provided by RULES are provided on an “as is” and “as available” basis. RULES expressly disclaims and the User waives and any and all warranties of any kind, whether express or implied, including, without limitation:
implied warranties of merchantability, fitness for a particular purpose, title and/or non-infringement; or
warranties arising from the course of performance, course of dealing or usage in trade.
Without limiting Clause 20.5.1, the User acknowledges that:
RULES does not represent or warrant that the Services, any interface used to access the Services, the Website or any information or materials provided or made available by RULES are accurate, complete, reliable, current, error-free, free of viruses or other harmful components, or any other defects; and
RULES does not guarantee that any Order will be executed, accepted, recorded or remain open.
Except for the express statements set forth in this User Agreement, the User hereby acknowledges and agrees that it has not relied upon any other statement or understanding, whether written or oral, with respect to its use of and access to the Website and/or the Services.
The User hereby understands and agrees that RULES will not be liable for any Losses arising out of or relating to:
any inaccuracy, defect or omission of any pricing information relating to a Virtual Asset;
interruption, error or delay in the transmission of any data in (a) above; and
any damages incurred by another user’s actions, omissions or violation of this Agreement.
RULES cannot ensure or warrant the security or confidentiality of information transmitted to RULES or received from RULES through electronic means which include the internet, or wireless connection, email, phone, or SMS, since RULES has no way of ensuring that that the transmission of such information is protected at all times. If the User has reason to believe that their data is no longer secure, the User should contact RULES at the email address, mailing address or telephone number published on the Website or as notified to the User from time to time.
21 Data protection and privacy
21.1 Compliance with Data Protection Laws
RULES is required to comply with the Applicable Laws and Regulations (including the Data Protection Laws) when “processing” the following categories of data as they relate to the User, the User’s Authorised Representative, the User’s directors, employees and shareholders or any other “data subjects” within the remit of this Clause 21 (Data Subjects):
“Personal Data”;
“Special Categories of Personal Data”; or
financial data which may be subject to confidentiality or secrecy under the Applicable Laws and Regulations,
(collectively, the Protected Data). The preceding quoted terms have the meanings assigned to them under the Data Protection Laws.
21.2 Collection, use and transfer of Protected Data
RULES shall process, use, disclose and transfer the Protected Data which is necessary for RULES to perform the contract with you and to implement the arrangements set out in this User Agreement, or to administer RULES’ business relationship with you.
By entering into this User Agreement, the User hereby acknowledges and expressly agrees that:
you have read and understood RULES’ Privacy Policy (as may be updated from time to time) published at: www.bumba.global/privacy
RULES may also disclose the Protected Data of those individuals to other RULES group members;
that RULES will retain the Protected Data of those individuals for as long as necessary to fulfil the purposes RULES collected it for, in accordance with the Data Privacy Policy;
that those individuals: (1) have rights of access to and rectification or erasure of their personal data and to restrict or object to its processing, which they can exercise by contacting RULES; (2) can give RULES instructions during their lifetime to conserve, delete and communicate their personal data in the event of their death; and (3) can lodge complaints about BUMBA’s processing of their personal data with the relevant supervisory authority;
RULES may collect from the User, whether from the User or from other sources, process, use, store, transfer and disclose Protected Data;
You, as an independent data controller represent and warrant that you:
will comply with all applicable data protection and data privacy laws, including, but not limited to the Data Protection Law concerning the processing of data relating to living persons in relation to any Personal Data that you share with RULES;
will implement and maintain technical and organizational measures against unauthorized or unlawful processing of Personal Data involved in the provision of the User Agreement and against accidental loss, destruction or damage to these Personal Data to ensure a level of security, including inter alia as appropriate confidentiality, integrity and availability, of the Personal Data and appropriate to the risk involved in the execution of this User Agreement; and
you have collected and processed such information lawfully, fairly and in a transparent manner in relation to the data subjects, in particular, will have provided the following information to those individuals (except where those individuals already have the information):
(i) the categories of Personal Data that you are providing to RULES;
(ii) that RULES may process and transfer those individuals' Personal Data for the purposes of (1) administering and operating your account, (2) providing Services under this User Agreement, (3) direct marketing purposes, (4) complying with applicable laws and regulations including those in relation to anti-money laundering or counter-terrorist financing and (5) any other purposes set out in the Data Privacy Policy;
(iii) that this processing and transferring is permitted under the Data Protection Law because it is: (1) necessary for the purposes of the RULES' legitimate interests in pursuing the purposes set out in paragraph (ii) above (which are not overridden by prejudice to the relevant individuals' privacy); and/or, in some cases, (2), necessary so that RULES can comply with Applicable Laws and Regulations, and/or (3) processing and transferring is necessary to uphold the legitimate interests of RULES recognised in the international financial markets, provided that such is pursued in accordance with international financial standards and except where such interests are overridden by compelling legitimate interests of the data subject relating to the data subject's particular situation; and
(iv) that data protection laws in certain jurisdictions where the individuals’ Personal Data may be transferred may not afford the same level of protection as the Data Protection Law;
where necessary, have obtained the consent of the data subjects for us to process and transfer the Personal Data that you disclose to us in accordance with this Agreement;
acknowledge and agree that RULES, nor any other group member, including any of their shareholders, directors, officers, employees or representatives, are not responsible or accountable for the consequences of any occasion where you have not lawfully obtained such Personal Data and shall not be liable for any damages suffered or costs incurred by you from any claims made by data subjects regarding the unlawful disclosure of their Personal Data under this Agreement. You hereby agree to defend, indemnify and hold RULES harmless in the event any such data subjects should commence action against RULES;
acknowledge the following in relation to the Personal Data of the relevant data subjects:
that RULES may share the Personal Data of the relevant data subjects with other RULES group members, and their professional advisors inside and outside the BVI where the data protection laws may be weaker, but RULES will endeavour to put in place appropriate measures to safeguard Personal Data when transferred to such jurisdictions; and
that RULES may also transfer Personal Data to third parties located anywhere in the world, for example and without limitation, for outsourcing, record-keeping and compliance purposes, including for our compliance with requirements to combat money laundering and terrorist financing under the relevant applicable laws and regulations, and to manage RULES’ business relationship with you, or otherwise for the reasons in and in accordance with our Data Privacy Policy;
RULES may disclose Protected Data to the BVI authorities, including the FSC, or any other court or Competent Authority upon request, where such disclosure is required under the laws or regulations of the BVI or otherwise in accordance with any other law or obligation applicable to RULES or to its affiliates or appointed agents or delegates (Agents);
Such Regulatory Bodies or law enforcement agencies may require RULES to freeze any Application or Trade until they have reached a decision on the matter. RULES is prohibited from disclosing to the User any report it may make based on knowledge or suspicion of money laundering or terrorist financing, including the fact that such a report has been made.
21.3 Requests and corrections
The User may request a copy of the Personal Data held by RULES in relation to that User. If any Personal Data is incorrect or inaccurate, the User has the right to request that RULES updates or deletes it, as appropriate.
21.4 Retention of Protected Data
The User agrees that RULES may keep a record of all Personal Data for a period of 5 (five) years from following, whichever comes later:
the date of an Application; or
the closure of the Account; or
the date on which the relevant Personal Data was received.
22 Confidentiality
22.1 Confidentiality obligations
Both parties shall hold in strict confidence any non-public information, documents or material that one party (the Disclosing Party) provides to the other party (the Receiving Party), whether disclosed in writing, orally or by any other means, in the course of RULES providing the Services under this User Agreement or the User using the Platform (Confidential Information).
The Receiving Party must:
maintain and take all steps reasonably necessary to preserve the confidentiality of the Disclosing Party's Confidential Information;
not disclose any of the Confidential Information to any other person, except:
(i) for the purposes of compliance with this User Agreement;
(ii) with the prior written consent of the Disclosing Party;
(iii) where permitted or required to do so under the Applicable Laws and Regulations, or otherwise required by a Competent Authority;
(iv) where such disclosure is made to mitigate legal, tax or regulatory risks; and
(v) where necessary to comply with and preserve any rights in relation to any relevant insurance policies.
Notwithstanding Clause 22.1.2, RULES may make a disclosure to any third party service provider with whom RULES consults at any time in connection with the Services provided under this User Agreement and any other third parties (so appointed by the User or retained by RULES) to the extent relevant and necessary for the provision of the Services. In this case, the person to whom the disclosure is made may retain the Confidential Information to the extent relevant for the purpose for which it was disclosed.
22.2 Exclusions
The obligations in Clause 22.1.1 do not apply to Confidential Information which:
is or later becomes publicly available through no breach of this User Agreement;
the Receiving Party obtains such information from independent sources or a third party, provided that the independent source or third party is not under an obligation of confidence under the Applicable Laws and Regulations concerning that Confidential Information;
was independently developed by the Receiving Party, through no breach of this User Agreement; or
it was already in the Receiving Party’s possession (as evidenced by written records) when provided by or on behalf of the Disclosing Party.
23 AML and sanctions compliance
23.1 AML Requirements
RULES is required to comply with the AML Laws. Accordingly, the User agrees to provide promptly any information RULES may request for the purpose of complying with its requirements under AML Laws, including any information which relates to a Trade. If the User fails to supply the information requested by BUMBA, it shall be entitled to suspend all Trades until such as it is satisfied with the information provided.
If BUMBA deems the information the User provides to it under Clause 23.1.1 to be unsatisfactory or incomplete, it may at its sole discretion immediately suspend all Trades and/or have the User's access to its Account and the Virtual Assets suspended, or terminate this User Agreement.
RULES may decide in its sole discretion to adhere to the sanctions regimes of any other jurisdictions or trans-national organisations, in addition to the sanction regime enforced by the United Nations.
Enhanced Due Diligence (EDD) will be applied for customers who are considered high-risk, such as PEPs, due to an applied risk scoring system.
23.2 Disclosure of AML-related information
The User acknowledges and agrees that:
RULES may share the information provided by the User pursuant to Clause 23.1.1 with any Competent Authority as RULES deems necessary including whenever RULES determines in its sole discretion that information the User provided is false or inaccurate, or as required under Applicable Laws and Regulations;
such Competent Authority may require RULES to suspend or terminate its relationship with the User, and/or maintain a block on the Account and any Virtual Assets held on behalf of the User such Competent Authority has reached a decision on any matter raised to them with reference to the User;
RULES is prohibited from disclosing to the User any report it may make to the Competent Authorities, including the fact that such a report has been made.
23.3 Exclusion of liability in relation to AML compliance
Provided RULES has complied with the AML Laws, it shall not be liable for Losses resulting from any failure to provide the Services or from the faulty or delayed execution of the Services arising as a result of any instruction from the FSC or any other Competent Authority.
RULES shall not be responsible for the actions of third parties (including but not limited to sub-custodians and third-party service providers) who may have their own policy restrictions and constraints in relation to AML and sanctions compliance which may differ to those applied by RULES.
24 Amendments
RULES may amend, replace, supplement or delete this User Agreement or any part of this User Agreement (each, an Amendment) by giving the User at least fourteen (14) Business Days’ notice of the Amendment, unless it is impractical to do so (including but not limited to immediate changes being required to comply with Applicable Laws and Regulations or increased security measure being required due to potential security threats) or the User otherwise agrees.
The User may object to an Amendment within the period specified under a notice provided under Clause 24.1.1, failing which the User is deemed to have consented to the Amendment.
If the User objects to an Amendment, RULES shall have the right to terminate this User Agreement with immediate effect, in accordance with Clause 18.
No other Amendment to this User Agreement shall be effective unless agreed by the parties in writing.
25 Governing law, dispute resolution and jurisdiction
25.1 Governing law
This User Agreement, including any non-contractual matters arising out of or in connection with this User Agreement, shall be governed by and construed in accordance with the laws, regulations and rules applicable in the BVI.
25.2 Dispute resolution and jurisdiction
In the event of a dispute, controversy, difference or claim arising out of or in connection with this User Agreement, including any question regarding the existence, validity, interpretation, performance or termination relating to any non-contractual or other obligation arising out of or in connection with this User Agreement of the consequences of its nullity (collectively, a Dispute), the parties agree to enter into good faith negotiations to settle the dispute by either party serving a notice to the other party specifying the nature of the Dispute (a Dispute Notice).
In the event a Dispute is not resolved within sixty (60) calendar days from the date of the Dispute Notice, either party may commence proceedings in the courts of the BVI which shall, subject to Clause 25.2.3, have exclusive jurisdiction for any Disputes arising out of, or in connection with this User Agreement.
Nothing in this Clause 25.2 shall prevent RULES from bringing proceedings relating to a Dispute with the User in any jurisdiction outside the BVI. RULES reserves the right to take legal action against the User before the courts of the country in which the User may be, or have been, registered, incorporated, resident, domiciled or where the User holds assets. This Clause 25.2 is for RULES’ sole and exclusive benefit.
The User agrees to irrevocably waive, to the fullest extent permitted under the relevant Applicable Laws and Regulations:
any objections which the User may have at the time in which RULES brings any proceeding in any court, and agrees not to claim that such proceeding has been brought in an inconvenient forum or that such court has no jurisdiction over the User; and
any immunity on the grounds of sovereignty or other similar grounds, and the right to claim any such immunity in respect of any proceedings.
26 Miscellaneous
26.1 Notices and communication
The User acknowledges and agrees:
that RULES may communicate with the User via email, telephone, written communication, information published on the Website, or any other reasonably acceptable means of communication (whether electronic or non-electronic), or through any other form of communication as agreed between RULES and the User (a Notice);
that notwithstanding Clause 26.1.1(a), RULES will use the User’s email address on record with BUMBA as its primary means of communicating with the User and RULES shall not be required to send paper communications to the User;
that delivery of any communication to the User’s email address on BUMBA’s records will be deemed valid and effective;
every Notice sent to the User using the contact details provided by the User on BUMBA’s records shall be deemed to have been acknowledged and approved and confirmed by the User within seventy-two (72) hours of BUMBA sending such Notice, unless the User provides a written communication to the contrary within seventy-two (72) hours form the date on which the Notice was sent;
to keep the User’s email address and telephone number up to date and immediately notify BUMBA of any changes; and
that if the User’s contact information becomes invalid, BUMBA may deem the User’s account to be inactive or compromised and therefore, BUMBA may suspend the User’s access to the Platform until the User has provided BUMBA with satisfactory contact details.
All communications between RULES and the User shall exclusively be in the English language and RULES may in its absolute sole discretion:
disregard any communication received from the User that is not in the English language without constituting a breach of any of RULES’ obligations under this User Agreement; and/or
provide the User with a copy of this User Agreement or any communication in any other language, provided that the User agrees that the translated User Agreement or communication is for convenience only and that the English language version of this User Agreement or communication is the definitive version.
26.2 No agency
Nothing contained in this User Agreement shall be deemed to create or constitute, or be interpreted as evidence of a partnership or agency relationship between the parties, or empower either party to act for, bind or otherwise create or assume any obligation on behalf of the other, and neither party shall hold itself out as having authority to do the same.
26.3 Entire agreement
This User Agreement, together with the Market Rulebook, contain all the terms agreed between the parties regarding its subject matter and supersedes any prior agreement, understanding or arrangement between the parties, whether oral or in writing.
RULES and the User acknowledge that:
it has not relied on, and shall have no remedy in respect of any statement, representation, undertaking, assurance, warranty or promise (whether made negligently or innocently) from anything said or written in negotiations (whether express or implied) between the parties prior to this User Agreement except as expressly stated in this User Agreement; and
no usage of trade or other regular practice or method of dealing between the parties will be used to modify, interpret, supplement, or alter the provisions of this User Agreement.
In the event of a conflict between the terms of this User Agreement and the Market Rulebook, the terms of this User Agreement shall prevail.
Nothing in this Clause 26.3 shall limit or exclude any liability for fraud or for fraudulent misrepresentation.
26.4 Assignment
The User (including any appointed liquidator, receiver, trustee in bankruptcy or similar insolvency practitioner or any other statutory successor that is appointed) may not assign, grant any security interest over, hold on trust, transfer or otherwise deal with this User Agreement or any of its rights or obligations arising under this User Agreement, whether in whole or in part, without the prior written consent of RULES. RULES is not required to give consent or to justify the withholding of consent.
RULES may assign, grant any security interest over, hold on trust, transfer or otherwise deal with this User Agreement or any of its rights or obligations arising under this User Agreement, whether in whole or in part, without the prior written consent of the User by providing the User with a notice specifying the date on which the assignment shall become effective.
If the User objects to an assignment under Clause 26.4.2, the User’s sole remedy shall be to stop using of the Services and terminate this User Agreement in accordance with Clause 18.
26.5 Transfer of business
In the event of a transfer of the whole of part of the business of RULES to any third party under a “Transfer Scheme”, the User consents to the transfer of the business relationship between the User and BUMBA, which includes but is not limited to the User’s:
Account;
Assets;
liabilities; and
Protected Data.
In the event that RULES is acquired by or merged with a third party entity, RULES reserves the right to transfer or assign the information collected from the User as part of the acquisition, merger, sale or other change of control.
26.6 No waiver
Any early exercise, failure to exercise, delay in exercising or partial exercise of a party’s rights, powers or privileges under this User Agreement shall not operate as a waiver of that right, power or privilege.
The exercise of a power, right or privilege does not preclude either its exercise in the future or the exercise of any other power, right or privilege.
A waiver of any right, power or privilege arising under this User Agreement shall:
not be effective unless in writing and signed by the party granting the waiver; and
be effective only in respect of the specific instance to which the waiver relates and for the specific purpose for which it is given.
The rights, powers and privileges of the parties under this User Agreement are cumulative and are not exclusive of any rights or remedies provided under the Applicable Laws and Regulations
26.7 Severability
Each Clause of this User Agreement (each, a Term) is severable.
If any Term (or part of any Term) in this User Agreement is or becomes invalid, void, illegal or unenforceable, that Term (or the relevant part of that Term) shall be severed and the remaining Terms or the remaining part of the Term in question shall not be affected and shall remain in full force.
If any Term (or part of any Term) in this User Agreement is or becomes invalid, void, illegal or unenforceable in a jurisdiction but not in another jurisdiction, then that Term (or the relevant part of that Term) shall be severed only in respect of the operation of this User Agreement in the jurisdiction in which it is invalid, void, illegal or unenforceable.
26.8 Rights of third parties
Except as provided for in Clause 20, a person who is not a party to this User Agreement (other than a successor in title or permitted assignee) (a Third Party) has no right, whether by reason of any Applicable Laws and Regulations or by conduct of dealings, to enforce any provision of this User Agreement.
If, notwithstanding Clause 26.8.1, any provision of this User Agreement may be or becomes enforceable by a Third Party:
RULES and/or the User may waive, grant time under or otherwise deal with any of their respective rights and obligations under this Agreement; and
the terms of this User Agreement may be varied, amended or modified or this User Agreement may be suspended, cancelled or terminated by agreement in writing between RULES and the User or, pursuant to its terms, this Agreement may be rescinded,
in each case, without reference to, or the consent of any such Third Party.
26.9 Surviving terms
Termination of this User Agreement shall not relieve any party from its obligations under Clauses 18.5, 20, 21, 22, 25, and this Clause 26.9 which shall remain in full force and effect following termination.
27 Complaints
27.1 Making a complaint
Any complaint in relation to any aspect of the User’s relationship with RULES should be addressed to RULES by email at [email protected] or such other email address or contact details as RULES notifies to its users generally from time to time.
BUMBA’s Complaints Handling Policy is openly accessible on the BUMBA website.
27.2 Handing of complaints
RULES will make every reasonable effort to resolve the complaint within a reasonable period of time and in any event, no longer than within sixty (60) calendar days from the time the complaint was received, in accordance with the Complaints Policy.
If the User making a complaint remains unsatisfied with BUMBA’s handling of a complaint or the outcome of a complaint, the User may contact the FSC using one of the following methods:
by email, to: [email protected]; or
by writing to the FSC at: British Virgin Islands Financial Services Commission,
Pasea Estate, P.O. Box 418, Road Town, Tortola, VG 1110, British Virgin Islands
28 Tax
28.1 Statements
The User may wish to obtain statements provided by RULES pursuant to Clause 9.7 for the purposes of making any tax filings or payments. The User is responsible for determining the taxes (if any) which apply to any payments that the User may make or receive and to report and remit the correct tax to the appropriate tax authority. RULES is not responsible for determining whether taxes apply to any Trade or for collecting, reporting or remitting any Taxes arising from the Client Assets held or transacted in or from the User's Account.
The regulations pursuant to the Foreign Accounts Tax Compliance Act of the British Virgin Islands and the European Common Reporting Standards (collectively, the “Tax Legislation”) are applicable to all banking and financial institutions within the BVI. Such Tax Legislation, put financial institutions under an obligation to provide the relevant competent authorities information relating to clients with accounts on their books that are identified as being taxable under the relevant Tax Legislation.
It is the User’s responsibility to consult a tax adviser on any applicable tax and implications that may arise under the relevant Tax Legislation from entering into this User Agreement, or in determining the User’s status under the relevant Tax Legislation.
It is the User’s responsibility to remain informed as to any further implications relating to the User’s status under the relevant Tax Legislation.
RULES shall rely on the User’s status, as confirmed by the User, through such documentation provided for this purpose, including any information and documentation provided by the User and, where available, publicly available information.
RULES may request any additional information from the User in order for RULES to confirm the User’s status under the relevant Tax Legislation. The User undertakes to promptly provide such information or details requested, and in any event, no later than ninety (90) calendar days from the date of this User Agreement. Failure to provide such information will prevent RULES from properly documenting the User’s status under the relevant Tax Legislation. The User undertakes to notify BUMBA of any change(s) that could potentially impact the User’s status under the relevant Tax Legislation. The User further undertakes to promptly upon request by RULES, supply it with any additional information or documentation following a change in the User’s general status (including, but not limited to, a change in the User’s registered office or shareholdings) which could potentially impact the User’s status under the relevant Tax Legislation.
In accordance with the relevant Tax Legislation, the User acknowledges that confidential data (including such information relating to shareholdings) may be provided to the relevant Competent Authority, or to other financial institutions in the BVI and elsewhere. The User further acknowledges that in accordance with the relevant Tax Legislation, these entities may forward information relating to the User or the Account to the relevant tax authority.
RULES shall not in any way be liable to the User in relation to any disclosure by RULES to the relevant Competent Authority, or to other financial institutions in the BVI or elsewhere.
Schedule 1
Defined Terms
| Terms | Definitions |
|---|---|
| Rules | means Rules Holdings (BVI) Ltd. a company limited by shares incorporated in the BVI (with BVI Commercial License Number 1970684 having its registered office at Craigmuir Chambers, P.O. Box 71, Road Town, Tortola, VG1110, BVI and Kinetic Serviços Digitais Ltda,, a company limited by shares, incorporated in Brazil (with Brazilian Registration number 47.966.513/0001-15. |
| Account | means the account opened and maintained with Bumba for the User to use the Services and to trade on the Platform, including:(a) any Fiat Currency sub-account that reflects the User’s Fiat Currency balance; and (b) any Virtual Asset sub-account that reflects the User’s Virtual Asset balance; as context requires. |
| Account | means the account opened and maintained with Bumba for the User to use the Services and to trade on the Platform, including:(a) any Fiat Currency sub-account that reflects the User’s Fiat Currency balance; and(b) any Virtual Asset sub-account that reflects the User’s Virtual Asset balance; as context requires. means the account opened and maintained with Bumba for the User to use the Services and to trade on the Platform, including: (a) any Fiat Currency sub-account that reflects the User’s Fiat Currency balance; and (b) any Virtual Asset sub-account that reflects the User’s Virtual Asset balance; as context requires. |
| AML Laws | Means, as amended, repealed and replaced from time to time:(a) BVI Anti-Money Laundering and Terrorist Financing Code of Practice, 2020(b) Counter Terrorism Act, 2021(c) Financial Investigation Agency Act, 2020; (d) Proceeds of Criminal Conduct Act, 2020 ; and(e) Proliferation Financing Prohibition Act, 2021(f) Law 9.613 of 1998 (“Brazilian AML Law“)(g) Law No 13,260 of 2016 (“Brazilian Anti-Terrorism Act”) Means, as amended, repealed and replaced from time to time: (a) BVI Anti-Money Laundering and Terrorist Financing Code of Practice, 2020 (b) Counter Terrorism Act, 2021 (c) Financial Investigation Agency Act, 2020; (d) Proceeds of Criminal Conduct Act, 2020 ; and (e) Proliferation Financing Prohibition Act, 2021 (f) Law 9.613 of 1998 (“Brazilian AML Law“) (g) Law No 13,260 of 2016 (“Brazilian Anti-Terrorism Act”) |
| API | means Application Programming Interface which is a connectivity function that allows the User to operate its Account on the Platform without using the Website. |
| Applicable Laws and Regulations | means the laws, regulations and Rules of any Competent Authority that apply to Rules or the User, as enacted, replaced, amended, extended, consolidated, substituted and/or re-enacted from time to time.The Applicable Laws and Regulations that apply to Rules include, without limitation:(a) the laws and regulations of the BVI;(b) the FSC regulations; and means the laws, regulations and Rules of any Competent Authority that apply to Rules or the User, as enacted, replaced, amended, extended, consolidated, substituted and/or re-enacted from time to time. The Applicable Laws and Regulations that apply to Rules include, without limitation: (a) the laws and regulations of the BVI; (b) the FSC regulations; and |
| Asset | means a Virtual Asset or Fiat Currency. |
| Authorised Representative | means a representative of the User authorised to operate the User’s Account. |
| Business Day | means a day other than a Saturday and a Sunday, on which banks in the BVI are generally open. |
| Clauses and Schedules | are to the clauses and schedules of this User Agreement respectively; |
| Chinese Wall | means an information barrier within Rules constructed to prevent exchanges or communication that could lead to conflicts of interest. |
| Competent Authority | means any regulatory, judicial, law enforcement or public authority, whether inside or outside the BVI, which has jurisdiction over Rules, the Platform or the User, or any of their acts or activities. |
| Complaints Handling Policy | means the policy Rules/Bumba has in place for handling the User’s complaint. |
| Data Protection Laws | means the BVI Data Protection Act 2021. |
| Fiat Currency | means a government-issued currency that is designated as legal tender in its country of issuance through government decree, regulation or law. |
| Fill | means the complete or partial matching of two Orders on the Platform which results in a Trade and Filling or Filled shall be construed accordingly. |
| Financial Crime | means money laundering, terrorist financing, evasion of economic sanctions, tax evasion, bribery and corruption, including but not limited to the crimes of money laundering and terrorist financing, and behaviour which may amount to “Market Abuse“, as defined under FSC regulations and the laws of the BVI, as amended from time to time. |
| Force Majeure Event | means an event beyond the reasonable control of either party which prevents or substantially hinders either party from complying with any of their obligations under this Market Rulebook, including but not limited to:(a) acts of God, fire, storm, tempest, explosion, flood, earthquake, subsidence or any other natural physical disasters;(b) acts of war, terrorism, riots, civil commotion, military action, insurrections, rebellions or revolutions and any other similar acts;(c) pandemics or epidemics;(d) failures or interruptions in power, communication channels, hardware, software, Internet connections and information systems;(e) acts of state or government, political interference, sanctions and embargos(f) any other similar acts or events, disruptions, errors, distortions or delays,provided such events are not the result of a party's fraud, gross negligence or wilful default. means an event beyond the reasonable control of either party which prevents or substantially hinders either party from complying with any of their obligations under this Market Rulebook, including but not limited to: (a) acts of God, fire, storm, tempest, explosion, flood, earthquake, subsidence or any other natural physical disasters; (b) acts of war, terrorism, riots, civil commotion, military action, insurrections, rebellions or revolutions and any other similar acts; (c) pandemics or epidemics; (d) failures or interruptions in power, communication channels, hardware, software, Internet connections and information systems; (e) acts of state or government, political interference, sanctions and embargos (f) any other similar acts or events, disruptions, errors, distortions or delays, provided such events are not the result of a party's fraud, gross negligence or wilful default. |
| FSC | means the Financial Services Commission. |
| FSC Regulation | means the legislation administered by the FSC, as amended, extended, consolidated, substituted or re-enacted from time to time. |
| Hard Fork | means an event affecting a Virtual Asset which occurs when a blockchain protocol is radically changed such that it becomes incompatible with older versions. Parties taking part in transactions on the old blockchain must upgrade to the new one in order to continue validating transactions. However, the parties that do not upgrade may continue to support and validate transactions on the older blockchain protocol separately. A Hard Fork can be planned, or unplanned (contentious). |
| Indirect Losses | means any Loss related in any way to special, indirect, incidental, exemplary, punitive, multiple or consequential Loss including Loss of business or opportunity, customers or contracts, Loss of overheads, management or staff time, Loss of anticipated profits or revenue or other financial benefit, Loss of use of hardware or software, Loss of data or information or corruption of data (including Loss arising out of or relating to any inaccuracy, defect or omission of digital currency price data; any error or delay in the transmission of such data; and / or any interruption in any such data), or Loss from business disruption, Loss of reputation or goodwill, regardless of whether: (a) a Party has been advised of the possibility or likelihood of recovery of such Loss; or(b) arising under contract, tort, strict liability or any other theory of law. means any Loss related in any way to special, indirect, incidental, exemplary, punitive, multiple or consequential Loss including Loss of business or opportunity, customers or contracts, Loss of overheads, management or staff time, Loss of anticipated profits or revenue or other financial benefit, Loss of use of hardware or software, Loss of data or information or corruption of data (including Loss arising out of or relating to any inaccuracy, defect or omission of digital currency price data; any error or delay in the transmission of such data; and / or any interruption in any such data), or Loss from business disruption, Loss of reputation or goodwill, regardless of whether: (a) a Party has been advised of the possibility or likelihood of recovery of such Loss; or (b) arising under contract, tort, strict liability or any other theory of law. |
| Insolvency Event | in respect of the User which is a legal person, means any of the following:(a) the User is unable, is deemed, or admits inability to pay its debts as they fall due, suspends making payments on any of its debts or, by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness;(b) the value of the assets of the User is less than its liabilities;(c) the User goes into liquidation (otherwise than a voluntary and solvent liquidation of the purpose of reconstruction or amalgamation pursuant to a scheme);(d) a receiver, manager or administrative receiver has been appointed over all or a substantial part of the User’s assets; or(e) a moratorium is declared in respect of any indebtedness of the User, andif the User who is a natural person, means:(a) the User is declared bankrupt;(b) a trustee-in-bankruptcy has been appointed over all or a substantial part of the User’s assets; or(c) the User seeks a voluntary arrangement in respect of its debts. in respect of the User which is a legal person, means any of the following: (a) the User is unable, is deemed, or admits inability to pay its debts as they fall due, suspends making payments on any of its debts or, by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness; (b) the value of the assets of the User is less than its liabilities; (c) the User goes into liquidation (otherwise than a voluntary and solvent liquidation of the purpose of reconstruction or amalgamation pursuant to a scheme); (d) a receiver, manager or administrative receiver has been appointed over all or a substantial part of the User’s assets; or (e) a moratorium is declared in respect of any indebtedness of the User, and if the User who is a natural person, means: (a) the User is declared bankrupt; (b) a trustee-in-bankruptcy has been appointed over all or a substantial part of the User’s assets; or (c) the User seeks a voluntary arrangement in respect of its debts. |
| Limit Order | means an Order to buy or sell a specified quantity of a Virtual Assert at a specified price, lower than the specified price (for a purchase Order) or higher than the specified price (for a sale Order). |
| Legal person | includes a sole proprietorship, joint venture, partnership, limited liability partnership, corporation, company, body corporate, firm, bank, association, cooperative, trust, estate, government, governmental agency, regulatory authority or any other similar entity or other undertaking, wherever situated and whether or not having separate legal personality; |
| Loss or Losses | means any claim, demand, action, proceeding, liability, expense (including legal and professional expenses), cost, charge, injury, damages, fine, penalty or diminution of value. |
| Market Abuse | has the meaning provided to it under the FSC Rules. |
| Market Rulebook | refers to the market trading Rules of the Bumba. exchange. |
| Notice | means a binding communication issued by Rules/ Bumba to the User. |
| Order | means an instruction in relation to a Trade. |
| PEP | means Politically Exposed Person. |
| Platform | means the VASP by the name of Bumba operated in or from the BVI by Rules Holdings BVI Ltd. |
| Protected Data | means:(a) “Personal Data”;(b) “Special Categories of Personal Data”; or(c) financial data which may be subject to confidentiality or secrecy under the Applicable Laws and Regulations. means: (a) “Personal Data”; (b) “Special Categories of Personal Data”; or (c) financial data which may be subject to confidentiality or secrecy under the Applicable Laws and Regulations. |
| Restricted Location | means a country or jurisdiction in which access to the Platform or use of the Services may be restricted or prohibited by Rules, including:(a) any country or jurisdiction which may be subject to economic sanctions under the Applicable Laws and Regulations;(b) any country or jurisdiction where the Applicable Laws and Regulations prevent Rules from having a business relationship with, or from providing the Services to, persons located, domiciled, holding assets in, or in any way linked to such countries or jurisdictions;(c) the countries or regions listed by the Financial Action Task Force as “High-Risk Jurisdictions subject to a Call for Action” or as “Other monitored jurisdictions” as published and amended from time to time; and(d) any other country or jurisdiction which Rules, in its sole discretion, deem to be a Restricted Location, and which Rules may publish on its Website or notify the User under a Notice or provided for under the User Agreement, from time to time. means a country or jurisdiction in which access to the Platform or use of the Services may be restricted or prohibited by Rules, including: (a) any country or jurisdiction which may be subject to economic sanctions under the Applicable Laws and Regulations; (b) any country or jurisdiction where the Applicable Laws and Regulations prevent Rules from having a business relationship with, or from providing the Services to, persons located, domiciled, holding assets in, or in any way linked to such countries or jurisdictions; (c) the countries or regions listed by the Financial Action Task Force as “High-Risk Jurisdictions subject to a Call for Action” or as “Other monitored jurisdictions” as published and amended from time to time; and (d) any other country or jurisdiction which Rules, in its sole discretion, deem to be a Restricted Location, and which Rules may publish on its Website or notify the User under a Notice or provided for under the User Agreement, from time to time. |
| Restricted Person | means a person:(a) who is a citizen or resident of a Restricted Location;(b) which is domiciled, incorporated or in any way established in a Restricted Location;(c) subject to economic sanctions or designated as a terrorist person or organisation by a competent government or international body, including but not limited to the United Nations Security Council; or(d) otherwise prohibited under the Applicable Laws and Regulations from using the Platform or receiving the Services. means a person: (a) who is a citizen or resident of a Restricted Location; (b) which is domiciled, incorporated or in any way established in a Restricted Location; (c) subject to economic sanctions or designated as a terrorist person or organisation by a competent government or international body, including but not limited to the United Nations Security Council; or (d) otherwise prohibited under the Applicable Laws and Regulations from using the Platform or receiving the Services. |
| Risk Disclosure | means the list of risks associated with the User’s use of the Platform which relate to:(a) Virtual Assets generally;(b) the Services; and(c) specific types of Virtual Assets. means the list of risks associated with the User’s use of the Platform which relate to: (a) Virtual Assets generally; (b) the Services; and (c) specific types of Virtual Assets. |
| Services | means the services provided by Rules to the User under the User Agreement, including trading on the Platform and the custody of the User’s Virtual Assets. |
| Trade | means a transaction on the Platform which results from the Fill of two Orders. |
| Trading Pair | refers to Asset types which can be traded, in accordance with the following pairs:(a) Fiat Currency into Virtual Assets;(b) Virtual Assets into Fiat Currency; or(c) Virtual Assets into other Virtual Assets. refers to Asset types which can be traded, in accordance with the following pairs: (a) Fiat Currency into Virtual Assets; (b) Virtual Assets into Fiat Currency; or (c) Virtual Assets into other Virtual Assets. |
| User | means a client of Rules who agreed to this User Agreement and for the Market Rulebook to be binding, and who receives the Services which Bumba provides under this User Agreement. |
| User Agreement | means this document, including any schedules and annexures to it. |
| Verification Information | means the documentation and information supplied by the User for the purposes in Clause 0 |
| Virtual Asset | a digital representation of value that can be digitally traded or transferred and used for payment or investment purposes, but does not include digital representations of fiat currencies. |
| Wallet | means software used to store public and private keys, to track ownership of and to receive or send Virtual Assets. |
| Website | the website operated by Rules which relates to the provision of the Services, and which provides an interface for the User to access and use the Platform and receive Notices, and any other functionality as Rules makes available the User from time to time. |