Just Panda – Automated Buy & Managed P2P Settlement Terms (Online Acceptance)
Not accepted
JUST PANDA – AUTOMATED BUY & MANAGED P2P SETTLEMENT AGREEMENT
(Online acceptance version – no wet signature; acceptance captured on your user profile)
Company: Just Panda (Pty) Ltd, Reg. No. 2019/514937/07, of 5 Fairbridge Road, Roosevelt Park, 2195 (“Company” / “Just Panda”).
Client: The WordPress user accepting these terms (“Client”).
Effective Date: The date/time the Client accepts these terms online.
1) Definitions
• Exchange: The VALR cryptocurrency exchange and its services.
• API Keys: Client’s VALR API credentials provided to Company with Read + Trade + Withdrawal permissions enabled so Company can transfer/withdraw only to the Company Receiving Destination(s) in Annexure B.
• Company Receiving Destination(s): The destination(s) to which Client’s assets may be transferred/withdrawn, comprising: (i) Company’s designated VALR/VALR Pay identifiers and/or (ii) internal Exchange transfer endpoints, as listed in Annexure B (updated by written notice).
• Client Payout Destination: Client’s Stored VALR Pay ID to which ZAR payouts are sent.
• Services: Company’s automation that buys USDT/ZAR on Client’s Exchange account and Company’s managed P2P sale of USDT with ZAR payout to Client via VALR Pay.
• Batch / Cycle: One completed buy/sell settlement round resulting in a ZAR payout to Client (or payable) via VALR Pay.
• Completed Batch: A Batch where (i) Client’s USDT is received by Company and sold, and (ii) the corresponding ZAR payout to Client has been made (or is payable).
• Tranche: A group of 100 Completed Batches for the same Client, counted sequentially.
• Initial ZAR (per Batch): The budget allocated/consumed for that Batch (as reflected in records).
• ZAR Proceeds (per Batch): The ZAR amount realisable for Client from Company’s P2P sale of Client’s USDT before profit share but after necessary execution/venue/network/rail costs.
• Net Realised Profit (per Batch): ZAR Proceeds – Initial ZAR.
• Tranche Net Profit: The sum of Net Realised Profit across the 100 Completed Batches in a Tranche (losses reduce the sum; no carry-forward between tranches).
2) Service Summary
(a) Client funds Client’s own Exchange account with ZAR.
(b) Using Client’s API Keys (read, trade, withdrawal), Company places spot BUY orders for USDT/ZAR according to parameters set with Client (budget, min order size, cooldown, etc.).
(c) Transfer to Company: Company may, at its discretion or by automation, action the transfer/withdrawal of Client’s USDT from Client’s Exchange account to the Company Receiving Destination(s) without further Client clicks; alternatively Client may trigger an equivalent “Send to Company” action.
(d) Company sells received USDT on P2P venues at available market rates.
(e) Payout to Client: Company pays net ZAR to the Client Payout Destination via VALR Pay within 5 Business Days after sale completion, subject to rail/exchange delays and compliance holds.
3) Client Responsibilities
(a) Provide and maintain API Keys with read, trade and withdrawal scopes and keep them secure; Client may revoke at any time.
(b) Fund, choose parameters, and decide when to engage the bot.
(c) Provide a valid VALR Pay ID (Client Payout Destination) and update it in writing if it changes.
(d) Comply with all laws and be responsible for Client’s tax obligations.
(e) Promptly provide KYC/AML documents reasonably requested (see §10).
4) Authority & Bot Operations; Destination Limits
4.1 Mandate. Client authorises Company, using the API Keys, to:
(i) Place, modify and cancel spot BUY orders in USDT/ZAR;
(ii) Start, pause, resume and stop the bots and adjust trading cadence within the Client’s configured ranges;
(iii) Initiate transfers/withdrawals of Client’s USDT only to the Company Receiving Destination(s) in Annexure B;
(iv) Aggregate or batch transfers for operational efficiency; and
(v) Maintain operational logs.
4.2 Destination-Limited Withdrawals. Company will not initiate withdrawals to any destination other than the listed Company Receiving Destination(s) (as updated by written notice). Where the Exchange supports allow-listing, Client agrees to allow-list these destinations.
4.3 Revocation. Client may revoke the mandate at any time by revoking the API Keys or by written notice; revocation does not affect actions already taken or fees accrued.
5) Process & Payout
(a) On Company-actioned or Client-triggered transfer, USDT moves to the Company Receiving Destination(s).
(b) Company sells USDT on P2P venues; timing/pricing is market-dependent.
(c) Net ZAR is paid to the Client Payout Destination via VALR Pay within [X] Business Days after sale completion, subject to rail/exchange delays and compliance holds.
(d) Company may withhold or net off amounts necessary to settle fees under §6.
6) Fees & Profit-Share (25% Every 100 Completed Batches)
6.1 Profit-Share Fee. For each Tranche (100 Completed Batches), Client shall pay Company 25% of the Tranche Net Profit.
6.2 No Double Fees. The Profit-Share Fee replaces per-trade service fees. Operational pass-through costs (exchange/P2P/network/rail) are already reflected in ZAR Proceeds.
6.3 Settlement. At Tranche close (100th Completed Batch), Company will deduct the Profit-Share Fee from the next payout(s) or invoice Client (payable within 7 calendar days). Company may set off fees against amounts payable to Client.
6.4 Statement. Company will provide a Tranche Statement showing Initial ZAR, ZAR Proceeds, Net Realised Profit per Batch, the Tranche Net Profit, and the 25% fee.
6.5 No Carry-Forward. If Tranche Net Profit ≤ 0, the fee for that Tranche is zero. Losses do not carry forward.
6.6 Currency & Rounding. All calculations in ZAR to 2 decimals; rounding differences under R 1.00 per Tranche are disregarded.
6.7 Taxes. Fees are exclusive of VAT (if applicable). Client remains responsible for Client taxes.
Example (illustrative): Sum of ZAR Proceeds across 100 Batches = R 120,000; Sum of Initial ZAR = R 100,000 → Tranche Net Profit = R 20,000; Profit-Share Fee = 25% × R 20,000 = R 5,000.
7) Risk Disclosure (Summary)
Crypto and payment rails involve substantial risks. See Schedule 1 (attached below) for the full Risk Disclosure, which forms part of this Agreement. Client acknowledges and accepts all risks.
8) Disclaimers; No Responsibility for Loss or Locked Funds
To the fullest extent permitted by law:
8.1 Company does not guarantee any profit, fill, price, timing, uptime, transfer or payout.
8.2 Company is not responsible for any loss, including loss of value, lost profit, or assets/funds that become locked, frozen, delayed or inaccessible due to Exchanges, VALR/VALR Pay, banks, P2P venues, payment processors, network/rail congestion, regulatory/court actions, compliance reviews, security incidents or force majeure.
8.3 Company does not advance funds or make Client whole for third-party delays/locks/holds.
8.4 Company is not responsible for outcomes caused by Client’s account security, API scopes, inaccurate payout details (including the Stored VALR Pay ID), or failure to follow instructions.
8.5 Nothing limits liability that cannot be limited by law. Company does not exclude liability for wilful misconduct or fraud; liability for ordinary negligence in relation to the above risks is excluded to the fullest extent lawful.
9) Limitation of Liability
Company’s total aggregate liability for all claims in any 6-month period is limited to the lesser of: (a) R 10,000.00, or (b) the fees paid by Client to Company in that period. No liability for indirect, special, incidental, punitive or consequential damages (including lost profits or data).
10) Compliance (KYC / AML / CTF)
Client will promptly provide information Company reasonably requests to verify identity, source of funds and transaction purpose. Company may refuse, pause or reverse transactions and/or report to authorities if unlawful activity is suspected.
11) Privacy (POPIA)
Company processes Client’s personal information to perform the Services, prevent fraud and comply with law. Company stores Client’s VALR Pay ID encrypted-at-rest, restricts staff access and uses it only for settlement. Company may store API Keys in an encrypted secrets store with strict access controls. Client has POPIA rights as set out in Company’s Privacy Policy ([link or attach]).
12) Suspension & Termination
Company may suspend or terminate immediately for risk, non-payment, non-cooperation or legal reasons. Client may terminate at any time by written notice or revoking API Keys. Termination does not affect completed transactions or accrued fees.
13) Changes
Company may update these terms with notice (email). Continued instructions or use after the effective date constitutes acceptance. Material changes will be notified in advance where practicable.
14) Governing Law & Disputes
This Agreement is governed by the laws of the Republic of South Africa. Disputes will be resolved by [High Court of South Africa / AFSA arbitration – Johannesburg], proceedings in English.
15) Notices
Notices must be sent to the emails held on file. Operational notifications (e.g., tranche statements) may be sent via email or messaging agreed with Client (e.g., Telegram).
16) Entire Agreement; E-Sign
This is the entire agreement regarding the Services and supersedes prior communications. If any provision is invalid, the remainder remains effective. Electronic acceptance is valid and binding.
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Schedule 1 – Comprehensive Risk Disclosure
1. Market/Price Risk: Crypto assets are volatile; USDT/ZAR can move sharply. Past performance is not indicative.
2. Liquidity/Execution Risk: Orders can slip, partially fill or fail due to order-book depth, throttling or maintenance.
3. Exchange/API/Platform Risk: Exchanges, VALR Pay and P2P platforms may suffer outages, latency, limits, bugs or upgrades; accounts may be restricted or frozen.
4. Transfer/Rail Risk: Transfers and VALR Pay payouts can be delayed, queued or reversed by rails/partners.
5. P2P/Banking Risk: P2P counterparties may delay/dispute; banks may hold/reverse for fraud/AML review.
6. Operational/Cyber Risk: Connectivity, hosting, DDoS, power failures, third-party outages, security incidents or force majeure.
7. Regulatory/Legal Risk: Rule changes, regulatory actions, freezes or reporting obligations may apply.
8. Stablecoin/Asset Risk: Stablecoins can de-peg or face issuer/market disruptions.
9. Parameter/Configuration Risk: Client’s chosen settings (budget, min order, cooldown) affect outcomes.
10. Instruction/Automation Risk: Company may action transfers and manage bots; timing and outcomes depend on market/rail conditions and may not match Client expectations.
Schedule 2 – Client Details & Payout Instruction (for your records; captured separately)
• VALR Pay ID for ZAR Payouts (Stored; encrypted)
• KYC docs: SA ID/Passport, Proof of Address (≤3 months); if entity: CIPC docs & mandate
Schedule 3 – Profit-Share & Tranche Statement (Summary)
• Profit-Share Fee: 25% of Tranche Net Profit, settled every 100 Completed Batches.
• Set-off: Company may deduct fee from payout(s) or invoice (7-day terms).
• No Carry-Forward: Losses do not carry forward to the next Tranche.
• Company will provide a statement at each Tranche close.
Annexure A – API Key Scopes & Security
• Required scopes: Read, Trade, Withdrawal.
• Withdrawal use is destination-limited to Annexure B.
• Allow-list Company destinations where supported.
• Company stores API keys (if provided) encrypted with access logging.
Annexure B – Company Receiving Destination(s) (Company maintains & updates by written notice)
• VALR Account Name.
• VALR Pay ID (Company).
• Internal Transfer Destinations (if used).
• Memo/Tag (if any).