TERMS & CONDITIONS

1. Acceptance of Terms

By accessing, browsing, registering on or otherwise using the Value Capital website, mobile interface or any related services (collectively, the "Platform"), you acknowledge that you have read, understood and agree to be bound by these Terms and Conditions ("Terms"), together with our Privacy Policy, Risk Disclosure and any additional terms applicable to specific products or features.

If you do not agree with any part of these Terms, you must immediately discontinue use of the Platform and must not register a member account.

These Terms apply to all visitors, registered members, and any person who accesses the Platform in any manner. Where you use the Platform on behalf of a company or other legal entity, you represent that you have authority to bind that entity to these Terms.

2. Definitions

In these Terms, unless the context requires otherwise:

• "Value Capital", "we", "us" or "our" means Value Capital and its affiliates, directors, officers and employees.
• "Member", "you" or "your" means any person who registers an account on the Platform.
• "Account" means the member account created by you on the Platform.
• "Investment" means any allocation of funds by a Member to an investment opportunity made available through the Platform.
• "Funds" means money deposited by a Member into their Account for the purpose of investment.
• "Downliner" means a Member who has registered on the Platform using your unique referral link or code.
• "Reward" means any incentive, voucher, bonus or cash benefit offered under a promotion or referral programme, subject to the applicable rules.
• "Business Day" means any day other than a Saturday, Sunday or public holiday in the Republic of South Africa.

3. Eligibility

To register and use the Platform, you must:

• Be at least 18 years of age and of full legal capacity to enter into binding contracts;
• Be a natural person or a duly registered legal entity acting through an authorised representative;
• Provide accurate, current and complete registration information, including identity verification where required;
• Not be prohibited by any applicable law from using the Platform or from investing;
• Use the Platform solely for lawful purposes and in accordance with these Terms.

We reserve the right to request proof of identity, age, address or authority at any time, and to refuse or cancel registration where eligibility requirements are not met.

4. Account Registration & Security

You are responsible for maintaining the confidentiality of your login credentials, including your username, password and any one-time verification codes. You agree to:

• Provide truthful, accurate and up-to-date information during registration and thereafter;
• Keep your password secure and not share it with any third party;
• Notify us immediately of any unauthorised access to or use of your Account;
• Accept responsibility for all activity that occurs under your Account, whether or not authorised by you.

You may not create multiple Accounts for the purpose of circumventing limits, abusing promotions, or otherwise obtaining an unfair advantage. We may merge, suspend or close duplicate accounts and may reverse any resulting benefits.

5. Platform Services

The Platform provides Members with access to information and tools relating to investment opportunities, including the ability to:

• Register and maintain a member account;
• Review available investment plans, terms and related disclosures;
• Allocate funds to investment opportunities subject to the applicable terms;
• Monitor account activity, balances and transactions through the member dashboard;
• Contact support and manage account preferences.

We may modify, suspend or discontinue any part of the Platform at any time, with or without notice, including where necessary for maintenance, security, regulatory compliance or business reasons. We will not be liable to you for any such modification, suspension or discontinuation, except as required by law.

6. Investments & Risk Disclosure

All investments involve risk. By making an Investment through the Platform, you acknowledge and agree that:

• Investment values can fluctuate and may decrease as well as increase;
• Past performance is not a reliable indicator of future results;
• Returns are not guaranteed unless expressly stated in writing in the specific product documentation;
• You may lose some or all of the capital you invest;
• You are solely responsible for evaluating the suitability, risks and terms of any Investment in light of your own financial circumstances and objectives;
• You should only invest funds that you can afford to lose without affecting your essential financial needs.

Information presented on the Platform, including example figures, illustrations or projections, is for general information only and does not constitute a promise, guarantee or recommendation. You should seek independent financial, tax and legal advice where appropriate.

7. Deposits, Withdrawals & Payouts

Deposits and withdrawals are processed through the payment methods made available on the Platform. By initiating a transaction, you agree that:

• You are authorised to use the payment method and account provided;
• Funds deposited are lawfully yours and are not the proceeds of any unlawful activity;
• Processing times may vary and are subject to verification, banking hours and third-party provider timelines;
• We may request additional verification before processing a withdrawal;
• Withdrawals may be subject to minimum amounts, applicable fees and the terms of the specific Investment;
• Where a transaction is reversed, disputed or found to be fraudulent, we may reverse the corresponding credit and recover any funds paid out.

We are not responsible for delays or failures caused by third-party payment providers, banks, or incorrect details supplied by you.

8. Fees & Charges

Certain services may attract fees, charges or deductions, which will be disclosed to you before you commit to the relevant transaction or as set out in the applicable product terms. By using those services you agree to the applicable fees.

We reserve the right to introduce or amend fees, provided that we will give reasonable notice of any material changes affecting you. Continued use of the Platform after such changes take effect constitutes acceptance of the revised fees.

9. Incentives, Referrals & Rewards

From time to time we may offer incentives, referral rewards, bonuses or milestone benefits ("Rewards"). All Rewards are subject to the following:

• Rewards are governed by the official promotion rules, which may be updated or withdrawn at any time;
• Eligibility requires that referred Members ("Downliners") are approved, verified and genuine;
• Self-referral, fake accounts, duplicate accounts or manipulation of the referral structure are strictly prohibited and will result in forfeiture of Rewards and possible account suspension;
• Rewards are not transferable, exchangeable for cash (unless expressly stated) or redeemable where prohibited by law;
• We may substitute a Reward of equivalent value where the original is unavailable;
• Taxes, where applicable, remain your responsibility.

We reserve the right to withhold or reclaim any Reward that was granted in error, in breach of the rules, or as a result of fraudulent or misleading conduct.

10. Prohibited Conduct

You agree not to:

• Use the Platform for any unlawful, fraudulent or misleading purpose;
• Engage in money laundering, terrorist financing or any other financial crime;
• Provide false, inaccurate or misleading information or impersonate any person;
• Interfere with, disrupt, hack, scrape or attempt to gain unauthorised access to the Platform or its systems;
• Use automated bots, scripts or tools to interact with the Platform without our written consent;
• Infringe the intellectual property rights of Value Capital or any third party;
• Post or transmit any harmful code, spam or objectionable content;
• Use the Platform to harass, defame or harm others.

Violation of this section may result in immediate suspension or termination of your Account and may be reported to the relevant authorities.

11. Anti-Money Laundering & KYC

We are committed to complying with applicable anti-money laundering (AML), counter-terrorist financing (CTF) and "know your customer" (KYC) requirements. You agree that:

• We may verify your identity, address and source of funds at any time;
• You will provide accurate and complete documentation when requested;
• We may delay, refuse or reverse transactions where verification is incomplete or where we have reasonable suspicion of unlawful activity;
• We may report suspicious activity to the relevant authorities as required by law;
• We may retain records in accordance with applicable legal and regulatory obligations.

12. Intellectual Property

All content on the Platform, including text, graphics, logos, trademarks, software, designs and data compilations, is owned by or licensed to Value Capital and is protected by applicable intellectual property laws.

You are granted a limited, non-exclusive, non-transferable and revocable licence to use the Platform for your personal, non-commercial use, subject to these Terms. You may not copy, reproduce, modify, distribute, sell or exploit any part of the Platform without our prior written consent.

13. Limitation of Liability

To the maximum extent permitted by law, Value Capital, its affiliates, directors, officers, employees and agents shall not be liable for:

• Any loss of capital, profit, revenue, data or goodwill arising from your use of the Platform;
• Any indirect, incidental, special or consequential damages, however caused;
• Any loss or damage arising from interruptions, errors, delays or failures in the Platform or third-party services;
• Any loss arising from unauthorised access to your Account where you failed to keep your credentials secure;
• Any reliance placed on information or illustrations presented on the Platform.

Nothing in these Terms excludes or limits any liability that cannot lawfully be excluded or limited, including under applicable consumer protection legislation.

14. Suspension & Termination

We may suspend, restrict or terminate your Account, with or without notice, where:

• You breach these Terms or any applicable law;
• We suspect fraudulent, unlawful or abusive activity;
• We are required to do so by law or a regulatory authority;
• Your Account remains inactive or unverified for an extended period.

You may close your Account at any time by contacting support, subject to the settlement of any outstanding Investments, fees or obligations. Termination does not affect any rights or obligations that arose before termination, nor any provisions that by their nature should survive.

15. Dispute Resolution

If you have a complaint or dispute, please contact us first at the details provided in Section 18 so that we may attempt to resolve the matter amicably. We will acknowledge your complaint within a reasonable time and aim to respond substantively within a reasonable period.

If the dispute cannot be resolved informally, the parties agree to attempt to resolve it through good-faith negotiation or, where appropriate, mediation, before pursuing any other remedy. Nothing in this section prevents either party from approaching a court or relevant regulator where permitted by law.

16. Amendments to These Terms

We may amend these Terms from time to time to reflect changes in our services, technology, legal or regulatory requirements. Where we make material changes, we will provide reasonable notice by posting the updated Terms on the Platform and, where appropriate, by additional notification.

The updated Terms will take effect from the date stated at the top of the page. Your continued use of the Platform after that date constitutes acceptance of the revised Terms. If you do not agree with the changes, you should stop using the Platform and may close your Account.

17. Governing Law & Jurisdiction

These Terms and any dispute arising out of or in connection with them or the Platform shall be governed by and construed in accordance with the laws of the Republic of South Africa.

Subject to Section 15, the parties submit to the non-exclusive jurisdiction of the courts of South Africa. Where mandatory consumer protection laws apply, nothing in these Terms is intended to deprive you of any rights you may have under those laws.