Effective Date: 01 January 2025

Version: 1.0

These Terms govern the use of merchant services provided by Duzo, the trading name of Zen Capital (Pty) Ltd, a private company registered in the Republic of South Africa (Registration No. 2022/814043/07), and an authorised Financial Services Provider (FSP No. 54453) under the Financial Sector Conduct Authority (FSCA).

By using Duzo’s merchant services, you agree to be bound by these Terms, which operate in conjunction with your signed commercial agreement.

1. Scope of Terms

1.1 These Terms apply to all merchants who use Duzo to accept, convert, or settle cryptocurrency.

1.2 These Terms are separate from your commercial agreement, which governs fees, thresholds, and settlement structures. In case of conflict, the commercial agreement will take precedence.

2. Definitions

For the purposes of these Terms:

2.1 “Account” means a registered merchant profile on the Duzo platform.

2.2 “AML” refers to Anti-Money Laundering regulations and controls.

2.3 “API” means application programming interface, used to integrate with Duzo’s platform.

2.4 “CFT” means measures for Combatting the Financing of Terrorism.

2.5 “Crypto” or “Cryptocurrency” means blockchain-based digital assets supported by Duzo.

2.6 “Duzo” refers to the crypto services platform operated by Zen Capital (Pty) Ltd.

2.7 “FATF” refers to the Financial Action Task Force, an international AML/CTF standard-setting body.

2.8 “FICA” refers to the Financial Intelligence Centre Act, 2001 (South Africa).

2.9 “Fiat” means government-issued currency such as South African Rand (ZAR).

2.10 “FSCA” means the Financial Sector Conduct Authority of South Africa.

2.11 “KYC” means Know Your Customer procedures used to verify identity.

2.12 “Merchant” or “you” refers to any entity using Duzo to accept or settle crypto-based transactions.

2.13 “Mixer” or “Tumbler” refers to tools designed to obscure transaction histories.

2.14 “RMCP” means Duzo’s internal Risk Management and Compliance Programme.

2.15 “Sanctioned Jurisdiction” means any region subject to sanctions imposed by South Africa or global bodies.

2.16 “Services” refers to Duzo’s merchant products, including crypto acceptance, settlement, and reporting.

2.17 “Transaction” means any inbound or outbound crypto or fiat activity processed through Duzo.

3. Scope of Services

3.1 Duzo offers merchants the following services, subject to approval:

• Crypto-to-Crypto Acceptance: Accept payments in one cryptocurrency and settle in another.
• Crypto-to-Fiat Conversion & Settlement: Convert crypto to fiat (e.g. ZAR), with payout terms as per commercial agreement.
• Wallet Infrastructure: Secure hosted wallet services for storing merchant assets.
• API & Dashboard Access: Reporting, automation, and transaction management tools.

3.2 All services are subject to onboarding, due diligence, and compliance assessments.

4. Merchant Eligibility and Onboarding

4.1 To access Duzo’s services, a merchant must:

• Be a registered legal entity with valid documentation
• Complete full KYC onboarding and risk assessment
• Operate in an approved industry and jurisdiction
• Maintain updated ownership, contact, and banking details

4.2 All assessments are conducted in accordance with Duzo’s RMCP as filed with the FSCA.

5. Prohibited Use and Risk Restrictions

5.1 Merchants may not use Duzo for:

• Any activity that violates South African or international law
• Transactions involving anonymous clients, shell companies, or false documentation
• Use of services in connection with sanctioned individuals or jurisdictions
• Obscuring transaction trails through mixers, tumblers, or other privacy-enhancing tools

5.2 Duzo reserves the right to reject or suspend access at its discretion if the merchant’s activities present a financial crime, reputational, or regulatory risk.

6. Settlement and Payouts

6.1 Settlement terms are governed by your signed Merchant Agreement and may include:

• Fiat or crypto-based settlement
• Standard settlement cycles (e.g. T+1, weekly)
• Delays due to compliance holds or infrastructure events

6.2 First-time fiat payouts will only be made to a verified bank account held in the merchant’s name, located in a FATF-compliant jurisdiction.

6.3 All settlements are monitored to ensure they align with your approved business profile.

7. Merchant Responsibilities

7.1 Merchants must:

• Provide accurate, complete, and up-to-date information
• Prevent misuse of their account by third parties
• Cooperate with periodic compliance reviews
• Meet all financial, tax, and regulatory obligations in their jurisdiction

7.2 Breaches may result in account suspension, permanent termination, or regulatory reporting.

8. Service Suspension and Termination

8.1 Duzo may suspend or terminate your account under the following circumstances:

• Violation of these Terms or linked policies
• Formal instruction from a regulator or banking partner
• Detection of sanction risks, adverse media, or fraudulent activity

8.2 You may terminate your merchant account with 30 days’ written notice, provided all settlements have been concluded and no compliance flags are outstanding.

9. Limitation of Liability

9.1 To the extent permitted by law, Duzo shall not be liable for:

• Price volatility of cryptocurrencies or fiat
• Transaction delays caused by third-party banking or blockchain networks
• Indirect, incidental, or consequential losses
• Errors caused by incorrect beneficiary or wallet information submitted by you

9.2 Duzo’s liability is limited to direct loss arising from verified platform failure or material negligence.

10. Policy Updates

10.1 These Terms may be updated periodically in response to:

• Regulatory developments
• Changes in platform features
• Operational or risk-related adjustments

10.2 Material updates will be communicated at least 30 days in advance. Continued use after notice implies acceptance.

11. Governing Law

11.1 These Terms are governed by the laws of the Republic of South Africa.

11.2 Disputes arising from or related to these Terms will be resolved through arbitration or litigation in the courts of Sandton, Gauteng, unless otherwise agreed in writing.

12. Related Policies

These Terms must be read in conjunction with:

• Acceptable Use Policy
• Privacy Policy
• API Integration Terms
• (Merchant KYC & Risk Policy – internal reference only)

13. Company Information

Legal Entity: Zen Capital (Pty) Ltd

Registration Number: 2022/814043/07

FSP Number: 54453

Registered Address: 5th Floor Fredman Towers, 13 Fredman Road, Sandton, South Africa

Support Email: [email protected]

14. Disclaimer

These Terms are a public summary of the conditions applicable to Duzo merchant services. Fees, settlement schedules, and transactional thresholds are defined in your signed Merchant Agreement. In the event of a conflict, the Merchant Agreement shall prevail.