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DEBENTURE TERMS & CONDITIONS​

 

The Parties to this Debenture Agreement are: Exchange Trust Settlement Services (Pty) Ltd (ETSS) and the Debenture Holder. The Debenture Holder shall be the User Registered on the Exchange Trust platform. The User indicates his/her acceptance of this agreement by checking the electronic acceptance box on the Application. A digitally signed document in line with the requirements of the Electronic Communications and Transactions Act of South Africa will be issued to the Debenture Holder. 

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CAPITAL ADVANCE


You are agreeing herewith to advance Capital ("Advanced Capital") to Exchange Trust Settlement Services (ETSS) who will provide you a Convertible Debenture in return.  ETSS's reason for issuing a Debenture is to enable and provide ETSS with sufficient funding to continue its Research and Development work in the Cryptocurrency sector as it relates to the Project. The Research and Development work shall consists of an Annual Research and Development report and shall include the development of Intellectual Property, Proof of Concept Products and Technology Platforms if specified in the Project Description and Objectives.

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YIELDS

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  1. The ETSS Debenture returns daily Flexi-Yields based on the performance of the applied and continuous testing of Cryptocurrency Treasury Products in live conditions on Multiple Decentralised Exchanges Globally. Treasury Products are tested on a best efforts basis under multiple conditions, on multiple financial platforms and each product apportions risk to various Cryptocurrencies. All Flexi-Yields are reflected in the Debenture holder's USDT account on a daily basis.

  2. No promise or undertaking is made as to the exact expected daily yields. The Research and Development process therefore aims to achieve new Treasury Products in Cryptocurrency with; Robust Commercially Viable, Risk Management models through, thorough testing and a high volume of statistical reference points.   

  3. Allocation of the Flexi-Yields will commence on the last day of the month following the month during which the Debenture was purchased. 

  4. Generated yields are shared on a 50/50 basis between the Debenture Holder and ETSS, the complete generated yield can be withdrawn on a monthly basis, drawdown is subject to liquidating trade and treasury positions and can take up to 5 days.  

  5. All Flexi-Yields not drawn remain exposed and invested in Cryptocurrency Treasury Products and Instruments thereby continuing to generate return for the Debenture and/or Preference Share Holder on a daily compounded basis.

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INTELLECTUAL PROPERTY

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  1. ETSS may partner with international organisations to achieve the maximum potential value of the potential Intellectual Property, this may effect jurisdictions where such Intellectual Property may reside.

  2. The newly created Intellectual Property and associated Technology Platforms (if any) is owned at all times 50/50 between ETSS and the Debenture Holders.

  3. ETSS shall accommodate any other international partners, if and where applicable, with respect to participation in the Intellectual Property, such participation shall not affect the Preference Shareholder rights to ownership, nor will the benefits of the Debenture Holder be diluted as a result of such partnership participation.

  4. Debenture Holders own the Intellectual Property and associated Technology Platforms (if any) in the proportions that they have subscribed for during the application process, up to a maximum of 50%.

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RISK


The ability of ETSS to meet the daily Flexi-Yields, and the subsequent return of the Advanced Capital, is dependent on - amongst other factors:

  1. The Research and Development of Financial Treasury Products and Instruments in the Cryptocurrency sector that could achieve financially viable outcomes in relation to the Project

  2. The Creating of Commercially viable Proof of Concept Financial Treasury Products and Instruments and if applicable Technology Platforms in relation to the Project

  3. The ongoing Commercial Testing and Application of Financial Treasury Products under multiple conditions and multiple platforms globally

  4. The licensing of the use of the Developed Intellectual Property

  5. All Debenture Holders acknowledge that participation in Cryptocurrency and therefore in this Debenture program involves a significant element of risk which could ultimately result in a total loss of the Advanced Capital. It is accepted that once the Debenture has been converted to Preference Shares that the Capital Risk has been eliminated.

  6. No expectation can be placed on the achievement of any yields or capital protection in this program  

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LINKED PREFERENCE SHARES 

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  1. Once the aggregated yield exceeds 100% of the Advanced Capital, the Debenture can be converted into linked Preference Shares at the discretion of the Debenture Holder. A notice to this effect will be provided to the Debenture Holder at the time.

  2. Linked Preference Shares are directly linked to the Project and the performance of the Intellectual Property associated with the Project.

  3. The Preference Share entitles the Holder to receive perpetual dividends for the duration of the Project life which is expected to be not less than 3 years but is as yet undetermined.

  4. The Preference Share retains the perpetual direct ownership in the Intellectual Property developed in relation to the Project as established with the Debenture.

  5. Dividend Payment to Preference Shareholders rank above the distribution of any other profits to ETSS shareholders.

  6. Preference Shareholders are entitled to receive Project status updates, however no undertaking is made to the frequency of such updates.  

  7. Preference Shareholders are to be informed prior to any event where the Intellectual Property is to be encumbered, liquidated or the subject of any hypothecation.

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NON-PROJECT AIMS AND OBJECTIVES  


As a function of the Research and Development, ETSS aims that the Preference Share:

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  1. Will be an Exchange Tradable NFT or other Crypto Currency

  2. That the Preference Share Holder could conceivably trade all or part of the NFT Preference Shares by selling its Future Values on Decentralised Cryptocurrency Exchanges.

  3. That Preference Share dividends will be an automated "Trustless" system of payment execution, settlement and remittance based on automated algorithmic transactions in treasury traded products, developed as a function of the Research and Development Project.

  4. Will be designed and reside in a jurisdiction with global financial benefits for the shareholder. 

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JURISDICTION & APPLICABLE LAW

 

  1. The Debenture Terms and Conditions is governed by Laws of South Africa and subject to the procedures of the High Court of South Africa, Cape Town;

  2. This Debenture shall be issued and administered in terms of the Companies Act of South Africa and the Bills of Exchange Act of South Africa, latest amendments. 

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GENERAL TERMS
 

  1. The Debenture Terms are subject to the General Terms and Conditions and Code of Conduct of Exchange Trust as published. 

  2. Benefits accrued under this Debenture may be assigned and or transferred by the Debenture Holder / Preference Shareholder without the written approval by the Payor, provided that the Holder has informed ETSS of such assignment and/or transfer in writing;

  3. Payments hereunder shall be paid to the Holder's USDT escrow account on the ETSS platform;

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ACCEPTANCE


As a Debenture Holder you hereby confirm:

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  1. That you have read and that you agree to the General Terms and Conditions of Exchange Trust as published. 

  2. That you have read and agree to the Code of Conduct of Exchange Trust as published.

  3. That you have evaluated the risks inherent to the participation in the Research and Development program of the Project in your own capacity and that you have sourced where appropriate, advice of a suitable qualified and experienced professional relative to your own personal and financial situation.

  4. You accept that ETSS reserve the right to limit or refuse participation in the Research and Development program of the Project. 

  5. Neither the Debenture or the Preference Share carries any voting rights in either ETSS or the Project itself or the Intellectual Property associated with the Project. 

  6. Debenture Holders are required to provide and complete the required KYC / FICA information, prior to acceptance of the Debenture Payment. 

  7. You acknowledge that ETSS has not at any point of time, and shall not at any time, be deemed to have provided you with any investment advice and have not made or given any financial or taxation advice in any communication made to you in any form whatsoever.

  8. You acknowledge it is legal for you to apply to participate in this project in your jurisdiction of domicile. You acknowledge any taxation expense and/or taxation related reporting obligations related to your involvement in this project are your sole responsibility.


If these Debenture Terms & Conditions  and/or the General Terms and Conditions and Code of Conduct of Exchange Trust

are not acceptable please do not proceed and exit the Site/s immediately.

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