Supercoin Stablecoin

TERMS OF ISSUANCE AND REDEMPTION

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1. INTRODUCTION

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1.1. These Terms of Issuance and Redemption (the "Terms") constitute a binding agreement between:

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1.1.1. Super Money SA (Pty) Ltd (registration number 2022/614959/07), a private company incorporated in the Republic of South Africa and licensed as a Category I and II Crypto-Asset Service Provider (FSP no. 53458) ("Super Money", "Issuer", "we", "us");
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1.1.2. every person who purchases, is issued, redeems, owns, transfers or otherwise deals in the ZAR Supercoin stablecoins ("Supercoins" or "Tokens"), or who accesses the Website located at www.supercoin.co.za or any sub-site controlled by Super Money ("Site") for purposes of minting or redeeming Supercoins ("you", "your").

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1.2. By using the Site, requesting us to mint or redeem Supercoins, or holding or using Supercoins, you confirm that you have read and understood these Terms and agree to follow them. If you do not agree with these Terms or do not meet the requirements, please do not use the Site or take any action in relation to the Supercoins.

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2. INTERPRETATION

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2.1. For purposes of these Terms, the following words bear the following meanings:

1. "affiliate" means, with respect to a person, any person that is related or inter-related to that person as contemplated in section 2 of the Companies Act, and includes any entity that directly or indirectly controls, is controlled by, or is under common control with that person;
2. "Applicable Laws" means all laws, regulations, rules, directives, orders and guidance notes with the force of law in the Republic of South Africa, and which apply to these Terms (including without limitation FAIS, FICA, the Exchange Control Regulations, and POΡΙΑ);
3. "burn" means the process by which Supercoins are permanently removed from circulation and rendered unspendable, typically by sending them to a designated burn address or executing a smart contract function that destroys the tokens;
4. "CDD" means customer due diligence, as required under FICA;
5. "Companies Act" means the Companies Act 71 of 2008;
6. "Exchange Control Regulations" means the regulations promulgated in terms of the Currency and Exchanges Act 9 of 1933;
7. "FAIS" means the Financial Advisory and Intermediary Services Act 37 of 2002;
8. "fiat" means government-issued currency that constitutes legal tender (including South African rand);
9. "FICA" means the Financial Intelligence Centre Act 38 of 2001;
10. "Fireblocks" means the custody and treasury management platform engaged by us to manage on-chain treasury operations;
11. "fork" means a change to the underlying protocol or code of a blockchain that results in two or more separate and incompatible versions of the blockchain, potentially leading to the creation of new digital assets or tokens;
12. "POPIA" means the Protection of Personal Information Act 4 of 2013;
13. "Reserves" means fiat kept in a segregated bank account (or other assets chosen by us) such that there is always 1 (one) rand held in reserve for every Token in circulation;
14. "SAST" means South African Standard Time;
15. "Solana blockchain" means the public, decentralised, open-source blockchain protocol known as Solana, which supports digital asset transactions and on which Supercoins are issued;
16. "SPL" or "SPL compatible tokens" means the Solana Program Library (SPL) token standard, or any token that is compatible with the SPL standard, enabling fungible digital assets to be issued and transacted on the Solana blockchain;
17. "spoofing" means the practice of placing orders on an exchange with the intent to cancel them before execution, in order to create a false impression of market demand or supply;
18. "Supercoin App" means the mobile application operated by us, through which you may, among other things, purchase and redeem Supercoins, subject to the Supercoin App Terms and Conditions;
19. "Supported Exchange" means an independent, third-party crypto-asset trading platform through which you may buy, sell, transfer, or otherwise deal in Supercoins, as listed from time to time in Annexure 1;
20. "User Wallet" means a non-custodial wallet hosted on a Supported Exchange;
21. "wash-trading" means the practice of executing trades in which the buyer and seller are the same or colluding parties, for the purpose of creating artificial trading activity or misleading market participants;
22. "ZAR" means South African rand.

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2.2. Words importing the singular include the plural and vice versa, and words importing gender include all genders.

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2.3. The words "include", "including" and "in particular" are used without limitation.

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2.4. These Terms will be interpreted in accordance with, and will be governed by, South African law.

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2.5. The rule of interpretation that any ambiguity in these Terms shall be construed against the party responsible for its drafting (the contra preferentem rule) does not apply to these Terms.

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3. SCOPE AND PURPOSE

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3.1. These Terms govern only the issuance, transfer and redemption of Supercoins and the related services provided by us through the Site ("Services").

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3.2. These Terms do not apply to secondary-market trading of Supercoins on the Supported Exchanges, or other third-party exchanges.

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4. ELIGIBILITY

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4.1. To use the Services you must:

1. be at least 18 years old and have full contractual capacity;
2. complete all identity and verification checks we require, in terms of our CDD procedures; and
3. not use Supercoins or our Services from a jurisdiction in which such use is prohibited under any law.

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4.2. We may refuse, suspend, or terminate any application, mint, redemption, or transfer at any time if required for compliance, risk management, or other lawful reasons. This may include, but is not limited to, situations where:

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1. you fail to provide information or documents required in terms of our CDD procedures;
2. we suspect fraud, money laundering, terrorist financing or other illegal activity;
3. you breach these Terms or any Applicable Law;
4. we are required to do so by a regulator, court order, or other authority; or
5. we determine, in our reasonable opinion, that continuing to provide the Service would expose us, our partners, or our affiliates to unacceptable risk.

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4.3. If we take such action, we will, where permitted by law, notify you of the reason for the refusal, suspension, or termination and inform you of any steps you may take to resolve the issue.

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5. NATURE OF SUPERCOIN

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5.1. Supercoins are stablecoins, and are intended to be worth 1 South African rand (1 ZAR) per Token. For this reason, for every Token in circulation, we keep 1 ZAR in reserve.

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5.2. Supercoins are not legal tender, electronic money, a bank deposit, a security, or interest in a collective investment scheme. You will not earn interest or any returns on Supercoins or on the Reserves.

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5.3. Supercoins are issued as an SPL-compatible token on the Solana blockchain. We may, at our discretion, deploy Supercoins on additional or alternative blockchains and may require you to undertake any steps reasonably required to migrate the Tokens accordingly.

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6. ISSUANCE

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6.1. You may purchase newly minted Supercoins through a Supported Exchange, which will transfer the Tokens to your User Wallet.

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6.2. The timing of when you receive your Tokens will depend on the Supported Exchange's own processes, which are outside our control.

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6.3. We may impose minimum or maximum mint thresholds, and may amend such thresholds at any time. We will communicate the relevant thresholds to you on the Site.

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7. REDEMPTION

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7.1. Subject to these Terms, you may redeem Supercoins in the following ways:

1. redemption via Supported Exchanges:
   • you may redeem Supercoins through a Supported Exchange, in accordance with that Supported Exchange's own processes, schedules, fees and terms;
   • any redemption, sale or off-ramp effected via a Supported Exchange is conducted by the Supported Exchange, is outside our control, and may be subject to price, liquidity and timing requirements;
   • we do not guarantee any particular price, settlement timeframe, availability or outcome of a redemption conducted via a Supported Exchange. Your use of a Supported Exchange remains subject to clause 3.2, Annexure 1, and all Applicable Laws;
2. redemption via the Supercoin App -
   • once launched, you may initiate a redemption request directly with us through the Supercoin App;
   • you may initiate a redemption request by transferring Supercoins to the unique redemption address displayed in the Supercoin App;
   • upon completion of all CDD and compliance checks, and subject to these Terms, we will pay the ZAR amount to your verified bank account within 2 business days;
   • if you redeem a partial amount, we will round down to the nearest cent.

7.2. We may delay or refuse redemption for any reason specified in clause 4.2 above, and/or where:

1. the Reserves are temporarily illiquid;
2. you or any transaction you have initiated is under investigation by us or any regulatory or other authority; and/or
3. a delay is necessitated due to any event outside our control.

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8. RESERVES

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8.1. All Reserves are kept in a separate account held with a South African bank, managed by us.

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8.2. The Reserve funds are not mixed with our own company funds.

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8.3. Reserves currently comprise only cash or cash equivalents. We may diversify the Reserves into low-risk, highly-liquid money-market instruments, at our discretion.

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8.4. Treasury keys are secured using Fireblocks' institutional custody infrastructure.

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9. COMPLIANCE AND CONTROLS

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9.1. Before you can mint or redeem Supercoins, you must give us all the information and documents we ask for, in compliance with our CDD procedures. This information may include, among other things, a copy of your ID, proof of address, and information regarding the source of your funds. We may ask you to update your information or documents at any time.

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9.2. We use transaction-monitoring tools to detect suspicious activity and will file regulatory reports, freeze, burn, or refuse to redeem Supercoins, as required by Applicable Laws and in terms of our internal risk-based compliance standards.

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9.3. We handle your personal information according to our Privacy Policy, which forms part of these Terms. We may share your data with service providers, regulators, or law enforcement if required for compliance, or to provide you with our Services.

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10. YOUR OBLIGATIONS

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10.1. You undertake that you will:

1. only purchase Tokens with fiat which is lawfully obtained and unencumbered;
2. not use Supercoins for any unlawful purpose, including money laundering, terrorist financing, fraud, or market manipulation;
3. keep all wallet credentials and private keys secure and confidential;
4. promptly notify us of any unauthorised use or security breach;
5. comply with all Applicable Laws, including the Exchange Control Regulations, and pay any taxes arising from your transactions.

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11. PROHIBITED USES

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11.1. You must not, directly or indirectly:

1. interfere with, disrupt, exploit or abuse any smart contract, the Solana network or the Site;
2. use Supercoins to facilitate ransomware, darknet market activity or the purchase of illicit goods or services;
3. circumvent any geographic or other restriction imposed by us;
4. engage in wash-trading, spoofing or other manipulative practices;
5. attempt to reverse-engineer, decompile or modify our proprietary software or smart-contract code.

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12. FORKS, UPGRADES AND FREEZES

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12.1. Forks

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12.1.1. In the event of a fork of the Solana blockchain, we will determine, in our sole discretion, which chain will be treated as canonical for Supercoins. We may suspend Services during such assessment. Only Tokens on the supported fork will be redeemable.

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12.2. Contract Upgrades

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12.2.1. We may upgrade, replace or migrate the Supercoins smart contract to enhance security or functionality. You agree to take all steps reasonably required to effect such migration.

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12.3. Freezing

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12.3.1. We reserve the right, pursuant to a lawful directive or compliance necessity, to freeze a Token address which has been used, will be used, may be used, or may have been used for illicit or unlawful activities.

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13. RISK DISCLOSURES

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13.1. Holding or using Supercoins involve material risks, including but not limited to:

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1. Price Stability Risk
2. 13.1.1.1. While we seek to maintain a 1:1 peg with the ZAR, market prices on third-party platforms may fluctuate, which may result in a fluctuation in the price of Supercoins. This could lead to losses if you buy or sell Supercoins at unfavourable rates.
3. Regulatory Risk
4. 13.1.2.1. Changes in law or policy may adversely affect the Services or your ability to redeem Tokens. For example, new regulations could restrict the use, transfer, or redemption of crypto assets, or require us to suspend operations in certain jurisdictions.
5. Technology Risk
6. 13.1.3.1. Blockchain networks are subject to cyber-attacks, congestion, software bugs and other operational failures. These issues could result in delays, loss of access to your Tokens, or even permanent loss of funds if vulnerabilities are exploited.
7. Counterparty Risk
8. 13.1.4.1. If we become insolvent or are unable to access the Reserves, or decide in our sole discretion not to redeem your Supercoins, you may not be able to redeem your Supercoins for their intended value.
9. No Insurance
10. 13.1.5.1. Supercoins are not protected by any form of insurance. In the event of a loss, there is no government or third-party guarantee to reimburse you.
11. Irreversibility
12. 13.1.6.1. Blockchain transactions are, in principle, irreversible. Incorrectly transferred Tokens may be permanently lost, and there is no mechanism to reverse funds sent to the wrong address or as a result of user error.

13.2. By acquiring or using Supercoins, you acknowledge that you have read, understood and accept all such risks.

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14. INTELLECTUAL PROPERTY

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14.1. All content on the Site, the Supercoin name, logo, smart-contract code and related software are the property of Super Money or its licensors. You are granted a limited, non-exclusive, non-transferable right to use the Site and hold Tokens for lawful purposes only. No other right is granted.

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15. SUSPENSION AND TERMINATION

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15.1. We may, with immediate effect and without liability, suspend or terminate your access to the Services, freeze Tokens or refuse redemption where:

1. you breach these Terms or Applicable Laws;
2. a competent authority requires such action;
3. suspicious activity is detected; or
4. continued provision of the Services poses an unacceptable risk to us.

15.2. Upon permanent termination, these Terms shall continue to apply to any matters outstanding as at the termination date.

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16. DISCLAIMER AND LIMITATION OF LIABILITY

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16.1. Supercoins and our Services are provided "as is". We do not make any promises or guarantees about Supercoins or the Services, including that they will be available at all times.

16.2. We are not responsible for any direct, indirect or special losses, including lost profits, that may result from your use of Supercoins or the Services, or in any delay in our provision of the Services.

16.3. If you breach these Terms or do anything unlawful, fraudulent, or negligent, you agree to pay us back for any losses or costs we suffer as a result.

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17. CHANGES TO THESE TERMS

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17.1. We may make changes to these Terms at any time by posting the updated version on the Site.

17.2. The changes will apply as soon as they are posted. If you do not agree with the changes, you should stop using Supercoins and the Site. If you keep using Supercoins, it means you accept the new Terms.

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18. ASSIGNMENT

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18.1. We can transfer our rights or responsibilities under these Terms to someone else at any time.

18.2. You cannot transfer your rights or responsibilities to anyone else without our written permission.

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19. SEVERABILITY

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19.1. If any part of these Terms is found to be invalid or unenforceable, the rest of the Terms will still apply.

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20. ENTIRE AGREEMENT

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20.1. These Terms, together with any policies we refer to, are the whole agreement between you and us regarding Supercoins and replace any previous agreements.

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21. COMMUNICATIONS AND COMPLAINTS

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21.1. In respect of legal notices, you choose the physical or email address you have most recently provided to us, in the submission of your CDD information. It is your responsibility to keep your contact details up to date.

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21.2. If you have any questions about these Terms, any complaints, or require assistance, please contact us at [email protected], or access our Complaints Management Framework for further information on our complaints management process.

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21.3. If we have failed to resolve your complaint, you may contact:

1. The FAIS Ombud (for financial services-related complaints): Tel: +27 (0)12 470 9080 Email: [email protected]; or
2. The National Consumer Tribunal (for consumer-protection matters): Tel: +27 (0)10 590 5200 | Email: [email protected].

21.4. You can send us notices and legal processes at [email protected].

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22. DISPUTE RESOLUTION

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22.1. Any dispute, controversy, or claim arising out of or relating to these Terms shall first be addressed by good-faith negotiation between the parties within 48 hours of written notice of the dispute, in accordance with our Complaints Management Framework.

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22.2. If not resolved, the dispute shall be finally resolved by binding arbitration in Johannesburg, South Africa, in accordance with the rules of the Arbitration Foundation of Southern Africa ("AFSA").

22.3. The arbitration shall be conducted in English before one arbitrator, unless otherwise agreed.

22.4. The arbitrator's decision shall be final and binding and may be made an order of court.

22.5. Nothing in this clause prevents either party from seeking urgent interim relief from a court of competent jurisdiction.

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By using the Site, submitting a mint or redemption request, or otherwise holding or transferring Supercoins, you confirm that you have read, understood and accept these Terms in full.

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ANNEXURE 1: SUPPORTED EXCHANGES

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1. This Annexure 1 forms part of the Terms. We may update this Annexure 1 from time to time by posting an updated version on the Site. Any such update will take effect upon posting, in accordance with clause 17 above.

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2. The Supported Exchanges listed in clause 3 below are the exchanges recognised by us for purposes of acquiring, holding, transferring and disposing of Supercoins.

3. The Supported Exchanges are:

• 3.1. Luno (Pty) Ltd (including the Luno exchange and associated wallet services).

4. The Supported Exchanges are not our agents, subcontractors or affiliates (unless expressly stated), and we do not control, endorse, operate or assume responsibility for any Supported Exchange, its services, systems, fees, schedules, onboarding requirements, service levels or availability. Your access to and use of any Supported Exchange is subject to that Supported Exchange's own terms, policies and compliance requirements, which you must review and accept separately.

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5. For clarity, a Supported Exchange's temporary unavailability, suspension of trading, delisting or any limitation imposed by a Supported Exchange does not affect the validity of these Terms or your obligations to us. Inclusion of a Supported Exchange in this Annexure does not constitute a recommendation or warranty by us regarding that Supported Exchange, and we make no representation as to the safety, fitness, performance or suitability of any Supported Exchange.