Wave Transfer Limited, a company incorporated in The Gambia under company number 2018/C6364 and having its registered office at Bertil Harding Highway, Kotu Roundabout, Kanifing Municipality, The Gambia (“Wave”, “we”, “us”), is licensed by the Central Bank of The Gambia to conduct business relating to the issue and distribution of electronic money, mobile payments and related activities using its online platform.

These Wave Digital Assets End-User Terms and Conditions (the “Digital Assets Terms and Conditions”) are supplemental to Wave’s User Terms and Conditions and set out the terms and conditions pursuant to which Wave offers access to digital assets services through the Wave application.

The Digital Assets service is offered pursuant to, and conditional upon, the authorisation, no-objection or other approval of the Central Bank of The Gambia (including under any regulatory sandbox or successor framework applicable to virtual assets), and will be made available only from the date such approval takes effect and for so long as it remains in force. Wave does not issue any Digital Asset and is not the issuer of any Digital Asset accessed through the service.

By opting-in to, accessing or using the Digital Assets service, you agree to be bound by these Digital Assets Terms and Conditions and Wave’s policies, as may be modified from time to time.

1. DEFINITIONS

   In these Digital Assets Terms and Conditions, the following definitions apply:

   1. “Agreement” means the agreement between Wave and the Customer regarding the Digital Assets Service, as set out in these Digital Assets Terms and Conditions.

   2. “Application” means the Wave mobile application and any associated web interface enabling the Customer to access their Wave Account.

   3. “Applicable Law” means all laws, regulations, directives, notices, circulars, guidelines, prudential requirements and regulatory instructions in force in The Gambia, including those issued by the Central Bank of The Gambia.

   4. “Blockchain” means a distributed ledger technology used to record and validate transactions involving Digital Assets.

   5. "Custody Provider" means the third-party wallet-infrastructure and custody-technology provider engaged by Wave to secure and manage the wallets used to hold and transfer Digital Assets in connection with the service.

   6. "Customer", "you" or "your" means a duly registered business or merchant holding a verified Wave business account that has met Wave's know-your-business (KYB) requirements and has accepted these Digital Assets Terms and Conditions. References to the Customer include the authorised individuals who access and operate the Digital Assets service on the Customer's behalf.

   7. "Digital Assets" means USD-pegged stablecoins approved by Wave from time to time (currently USDT), issued by third-party issuers and backed by reserves maintained by those issuers, and recorded and transferred on a Blockchain.

   8. “GMD” means the Gambian Dalasi.

   9. “KYC” / “KYB” means Wave’s know-your-customer and know-your-business due diligence processes.

   10. “Personal Data” means any information relating to an identified or identifiable natural person, as defined under Applicable Law.

   11. “Privacy and Cookie Notice” means Wave’s privacy and cookie notice, as published in the Application and the wave website and amended from time to time.

   12. “Service” means the Digital Assets service provided by Wave under these Digital Assets Terms and Conditions.

   13. "Supplier" means a third-party beneficiary to whom the Customer sends Digital Assets in settlement of a bona fide commercial payment.

   14. "Wallet Address" means the alphanumeric blockchain address to which Digital Assets are sent.

   15. “Wave Account” means the electronic money account opened in the name of the Customer and linked to the Customer’s mobile phone number.

2. ELIGIBILITY

   1. Access to the Service is restricted to eligible Customers only.

   2. To be eligible, you must:

      1. be a duly registered business or merchant;

      2. hold a registered, active and fully verified Wave business account;

      3. have satisfied Wave's KYB requirements as applicable in respect of the business and its beneficial owners and authorised users;

      4. satisfy any additional criteria determined by Wave from time to time; and

      5. satisfy any additional criteria required by any Digital Assets issuer, liquidity provider or exchange engaged in connection with the service.

   3. Wave reserves the right, in its sole discretion and without assigning any reason, to determine eligibility, impose limits, suspend access, or withdraw the Service.

3. OPTING-IN

   1. Eligible Customers may opt-in to the Service by following the instructions in the Application.

   2. By opting-in, you:

      1. confirm that you meet the eligibility criteria;

      2. accept that Wave is not a Digital Assets issuer or exchange

      3. acknowledge the risks associated with Digital Assets; and

      4. agree to be bound by these Digital Assets Terms and Conditions.

4. DESCRIPTION OF THE SERVICE

   1. Subject to eligibility, applicable limits and Wave's controls, the Digital Assets service may enable you to:

      1. convert GMD held in your Wave business account into approved Digital Assets;

      2. hold Digital Assets in a wallet made available through the service pending settlement;

      3. send Digital Assets on-chain to the Wallet Address of a Supplier located outside The Gambia in settlement of a bona fide commercial payment; and

      4. convert Digital Assets back into GMD.

   2. The Digital Assets service does not permit peer-to-peer transfers between Wave users. Digital Assets may only be sent to a Supplier's Wallet Address in accordance with these Digital Assets Terms and Conditions.

   3. Wave may add to, restrict, suspend or withdraw any feature of the service at any time.

5. NATURE OF THE DIGITAL ASSETS SERVICE

   1. You acknowledge and agree that the Digital Assets service made available through the Wave application provides access to, and enables the use of, digital assets, and that such digital assets involve inherent technological, market, regulatory and operational risks.

   2. You further acknowledge that the Digital Assets service is provided solely as a technical and transactional service and does not constitute a banking service. In particular, the Digital Assets service does not involve deposit-taking, does not constitute electronic money or the issuance of electronic money, and does not constitute a savings product, investment product, or any form of investment, financial or advisory service.

   3. You also acknowledge and agree that any Digital Assets accessible through the Wave service are issued by third-party issuers and are not issued, guaranteed or backed by Wave, the Central Bank of The Gambia, or any governmental, public or regulatory authority.

6. CUSTODY AND SAFEKEEPING

   1. Digital Assets made available through the Digital Assets service are held in wallets secured using the technology of the Custody Provider. The wallets are operated and administered by Wave, or by the Custody Provider on Wave's behalf, using the Custody Provider's key-management technology.

   2. Wave will hold and record Digital Assets referable to your use of the service separately from Wave's own assets and will maintain records identifying the Digital Assets attributable to you. The extent to which such Digital Assets are protected from the claims of Wave's creditors in the event of Wave's insolvency depends on the applicable custodial and segregation arrangements and on Applicable Law.

   3. You acknowledge that the Custody Provider and any other infrastructure providers are independent third parties, and that any failure, insolvency, operational disruption, security breach or technical issue affecting a Custody Provider, blockchain network or other infrastructure may result in loss, delay, suspension or restricted access to Digital Assets, and that such risks are inherent to the use of digital asset services.

7. IRREVERSIBILITY AND ACCURACY OF TRANSFERS

   1. You acknowledge that transfers of Digital Assets are recorded on a public blockchain and, once submitted to the relevant blockchain network, are final and irreversible. A completed transfer cannot be cancelled, reversed or recalled by Wave, the Custody Provider or any other party.

   2. You are solely responsible for the accuracy and completeness of all transfer instructions, including the Supplier's Wallet Address and the selected blockchain network or token standard. Wave will act on the instructions you submit and is under no obligation to verify the identity, ownership or correctness of any Wallet Address.

   3. Digital Assets sent to an incorrect, incompatible or unintended Wallet Address, or on an incorrect network, may be permanently lost. Wave shall have no liability for, and no obligation to recover, Digital Assets lost as a result of inaccurate or incomplete transfer instructions provided by you.

8. RISK ACKNOWLEDGEMENT AND NO GUARANTEE

   1. You acknowledge and agree that Digital Assets are subject to market, technological, regulatory and operational risks, and that their value may fluctuate, their peg to the underlying reference currency may be lost, and transactions involving such Digital Assets may be delayed, suspended or result in loss due to factors beyond Wave’s reasonable control.

   2. You further acknowledge that Wave makes no representation, warranty or guarantee, whether express or implied, in relation to;

      1. the stability, value or continued availability of any Digital Asset;

      2. the solvency, performance or reliability of any Digital Assets issuer or custodian; or

      3. the suitability of the Digital Assets service for your personal, commercial or business requirements.

   3. You access and use the Digital Assets service at your own risk and accept full responsibility for any losses incurred in connection with such use, except to the extent that such losses arise directly from Wave’s gross negligence or wilful misconduct in circumstances where liability cannot be excluded under Applicable Law.

9. LIMITS AND TRANSACTIONS

   1. Wave may impose balance, transaction, holding or transfer limits, which may be:

      1. set internally by Wave;

      2. mandated by the Central Bank of The Gambia; or

      3. adjusted dynamically for risk management.

   2. Applicable limits shall be visible in the Application.

10. CONVERSIONS, PRICING AND FEES

    1. Conversions between GMD and Digital Assets are executed via third-party issuers or liquidity providers.

    2. Exchange rates, spreads and fees:

       1. are disclosed in the Application prior to confirmation;

       2. may vary based on market conditions; and

       3. are not guaranteed.

    3. Wave does not guarantee immediate or uninterrupted conversion or redemption.

11. PROHIBITED USE

    1. You must not use the Service or Digital Assets:

       1. for any unlawful purpose;

       2. to evade sanctions or regulatory controls;

       3. for money laundering or terrorist financing;

       4. in connection with fraud or market abuse;

       5. to use anonymising or privacy-enhancing technologies not permitted by Wave.

12. ANTI-FRAUD, ANTI-MONEY LAUNDERING AND COOPERATION

    1. Wave operates anti-fraud, anti-money laundering and counter-terrorist financing compliance programmes and reserves the right to conduct due diligence checks on you at any time in connection with your use of the Digital Assets service.

    2. You agree to provide Wave, promptly and upon request, with all information and documentation reasonably required:

       1. to verify your identity, eligibility and compliance with these Digital Assets Terms and Conditions and the Wave User Terms and Conditions;

       2. to assess and monitor your use of the Digital Assets service, including for the purposes of detecting, preventing or investigating fraud, misuse or other unlawful activity;

       3. to comply with any valid order, request or requirement issued by a court, regulator, law enforcement agency or other competent authority; or

       4. as otherwise required by Applicable Law or applicable regulation.

    3. You further agree to cooperate fully with Wave in connection with any investigation relating to suspected or actual fraud, misuse or disputed transactions involving your Wave Account or the Digital Assets service, including, where lawfully required, by providing statements, information or assistance to the police or other law enforcement agencies.

    4. You acknowledge and agree that Wave and its service providers screen Digital Assets transactions and the Wallet Addresses of counterparties against sanctions lists and blockchain-analytics risk indicators. Wave may delay, block, freeze, reject or, where technically possible, reverse any transaction, and may report it to the relevant authorities, where screening identifies actual or suspected exposure to sanctioned parties, illicit activity or other prohibited conduct.

    5. For cross-border transfers of Digital Assets at or above any applicable regulatory threshold, you acknowledge that Wave is required to collect, verify and transmit originator and beneficiary information (including name and Wallet Address details) to counterparty institutions, virtual asset service providers and competent authorities in order to comply with the "travel rule" and related Applicable Law. You agree to provide such information promptly on request and consent to its collection and transmission for these purposes.

13. BREACH OF THESE DIGITAL ASSETS TERMS AND CONDITIONS

    1. In the event of any actual or suspected breach by you of this Agreement:

       1. Wave may immediately restrict, suspend or terminate your access to the Digital Assets service, in whole or in part; and

       2. Wave may, where permitted under the Wave User Terms and Conditions and Applicable Law, suspend or terminate your Wave Account, or take such other actions as Wave considers reasonably necessary to protect its interests, comply with regulatory requirements, or mitigate legal, financial or operational risk.

    2. Any action taken by Wave under this clause shall be without prejudice to any other rights or remedies available to Wave under this Agreement, the Wave User Terms and Conditions, or Applicable Law.

14. TERM AND TERMINATION

    1. This Agreement takes effect when you opt in to or first access the Digital Assets service through the Application and continues until terminated in accordance with this clause.

    2. Access to the Digital Assets service is discretionary and conditional. Wave may suspend or terminate this Agreement, the service, or your access to it, immediately and without prior notice, where any of the following occurs (each a "Termination Event"):

       1. Wave reasonably suspects or determines that you have used, or attempted to use, the service or any Digital Assets for unauthorised, unlawful or prohibited purposes, including money laundering, terrorist financing, sanctions evasion, fraud, market abuse or other financial crime;

       2. Wave reasonably suspects or determines that you have breached, or are likely to breach, these Digital Assets Terms and Conditions, the Wave User Terms and Conditions or any applicable Wave policy;

       3. you fail to maintain the required KYB status, provide false, misleading or incomplete information, or fail to satisfy Wave's due diligence or ongoing monitoring requirements;

       4. Wave detects or reasonably suspects any abuse, misuse or circumvention of controls, including attempts to bypass applicable limits, monitoring or compliance safeguards;

       5. your Wave business account is suspended, restricted, terminated, closed or becomes inactive or dormant for any reason;

       6. any judgment, order or decree is issued against you which, in Wave's reasonable opinion, may adversely affect your ability to lawfully access or use the service;

       7. you are convicted of, or reasonably suspected of involvement in, any criminal offence under the laws of The Gambia or any other applicable jurisdiction;

       8. Wave is required or requested to act to comply with Applicable Law or with any order, directive or recommendation of the Central Bank of The Gambia, a court or other competent authority;

       9. Wave reasonably determines that continued provision of the service would expose Wave, you, the Custody Provider or the financial system to legal, regulatory, operational, reputational or financial risk; or

       10. Wave decides, for commercial, operational, technical or strategic reasons, to suspend or cease the service in whole or in part.

    3. You may discontinue use of the Digital Assets service at any time through the Application or by contacting Wave using the details in the Notices and Contact clause.

    4. On termination for any reason:

       1. your access to the Digital Assets service shall cease;

       2. Wave may, subject to Applicable Law and regulatory requirements, require you to convert any remaining Digital Assets into GMD or to effect an orderly withdrawal or transfer of such Digital Assets within a period specified by Wave; and

       3. all provisions which by their nature are intended to survive termination including those relating to risk acknowledgements, limitation of liability, indemnity, data privacy, and governing law and jurisdiction shall remain in full force and effect.

    5. In the event of your insolvency, liquidation, administration, dissolution or any analogous proceeding under Applicable Law, your rights and obligations under this Agreement shall continue to the extent necessary to enable compliance with Applicable Law, regulatory requirements or the lawful instructions of a competent court or authority, including in relation to the administration, transfer or disposition of any Digital Assets held through the service.

    6. Termination shall be without prejudice to any rights, remedies or obligations accrued before the effective date of termination.

15. DATA PRIVACY

    1. You agree that Wave shall collect, use, store and otherwise process your Personal Data in accordance with Applicable Law and the terms of Wave’s Privacy and Cookie Notice, as published in the Application and as amended from time to time.

    2. You acknowledge and agree that Wave may use your Personal Data for purposes connected with your access to and use of the Digital Assets service, including for:

       1. assessing your eligibility to access the Digital Assets service and applying KYC, KYB and other compliance requirements;

       2. determining and applying applicable limits, controls or restrictions relating to your use of the Digital Assets service; and

       3. providing, operating, monitoring and administering the Digital Assets service.

    3. You further agree that Wave may share your Personal Data with, and receive your Personal Data from, third parties where reasonably necessary for the operation of the Digital Assets service or to comply with Applicable Law, including:

       1. third-party custodians and custody-infrastructure providers, Digital Assets issuers, liquidity providers, blockchain-analytics and transaction-screening providers, and travel-rule solution providers involved in the provision of the Digital Assets service; and

       2. regulators, law enforcement agencies or other competent authorities, where required or permitted by law.

    4. You acknowledge that your Personal Data may be processed or stored outside The Gambia where this is necessary for the provision of the Digital Assets service, and you consent to such processing, subject to Applicable Law.

    5. If you do not provide required Personal Data, or if you withdraw any consent required for the processing of your Personal Data, Wave may be unable to provide or continue providing the Digital Assets service and may suspend or terminate your access in accordance with this Agreement.

16. WARRANTIES

    1. You represent and warrant to Wave that:

       1. you are eligible to use the Service and have the right, power, and ability to enter into the Agreement with Wave;

       2. you will only use the Service to transact on your own account and not on behalf of any other person or entity;

       3. you will not use the Service, directly or indirectly, for any fraudulent or other illegal undertaking; and

       4. you are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party, including but not limited to the lists maintained by the government of The Gambia, the United Nations, the United States government, the United Kingdom, the European Union or its member states, or any other applicable government authority.

17. LIMITATIONS AND EXCLUSIONS OF LIABILITY

    1. Wave shall use reasonable endeavours to ensure that the Digital Assets service is available to you on a continuous basis. However, you acknowledge that, due to the nature of the internet, mobile networks, third-party systems and digital asset infrastructure, uninterrupted availability of the Service cannot be guaranteed. Access to the Service may be suspended, restricted or interrupted from time to time to permit repairs, maintenance, system upgrades, regulatory compliance measures or the introduction of new features, and Wave shall use reasonable efforts to minimise the frequency and duration of any such suspension or restriction.

    2. You are solely responsible for:

       1. the proper use, security and storage of your mobile phone and for preventing any unauthorised access to or use of your mobile phone;

       2. ensuring that your mobile phone and operating system remain compatible with the Service;

       3. maintaining the confidentiality and security of your Wave Account credentials, authentication details and access information; and

       4. all transactions, instructions and activities carried out using your mobile phone or Wave Account in connection with the Digital Assets service, whether authorised by you or not.

    3. To the maximum extent permitted by Applicable Law, Wave shall not be responsible or liable for:

       1. any unavailability of, delay in, interruption to, or failure in the provision of the Digital Assets service;

       2. any unauthorised transactions, access or use of the Digital Assets service or your Wave Account arising from your failure to safeguard your device or account credentials;

       3. any loss, damage or delay arising from events beyond Wave’s reasonable control, including failures of telecommunications networks, power supply, third-party service providers, custodians, blockchain networks or regulatory actions;

       4. any business-related losses, including loss of profits, revenue, income, anticipated savings, business opportunities, contracts or goodwill;

       5. any indirect, special or consequential loss or damage; or

       6. any loss or damage not directly caused by Wave’s breach of these Digital Assets Terms and Conditions.

    4. You agree to notify Wave immediately, using the contact details provided under the Notices and Contact clause, if you become aware of, or reasonably suspect, any unauthorised use of the Digital Assets service or your Wave Account.

    5. Notwithstanding the foregoing, nothing in these Digital Assets Terms and Conditions limits or excludes Wave's liability for fraud or fraudulent misrepresentation, for death or personal injury caused by its negligence, or for any other liability that cannot lawfully be excluded or limited under Applicable Law.

18. INDEMNITY

    1. You agree to indemnify and keep Wave indemnified against any and all losses, damages, costs, liabilities and expenses (including, without limitation, legal fees and any amounts paid by Wave to any third party in settlement of a claim or dispute) incurred or suffered by Wave and arising directly or indirectly out of:

       1. Wave acting on your instructions, requests or transactions in connection with the Digital Assets service;

       2. your use of, or inability to use, the Digital Assets service; or

       3. any breach by you of these Digital Assets Terms and Conditions, the Wave User Terms and Conditions, or Applicable Law.

    2. This indemnity shall apply to the maximum extent permitted by Applicable Law and shall survive termination of this Agreement.

19. ASSIGNMENT AND SUBCONTRACTING

    1. You may not assign, transfer, subcontract or otherwise deal with any of your rights or obligations under this Agreement without Wave’s prior written consent. Any attempted assignment, transfer, subcontracting or dealing by you in breach of this clause shall be null and void and shall entitle Wave to terminate this Agreement with immediate effect.

    2. Wave may, subject to compliance with Applicable Law and regulatory requirements, assign, transfer, subcontract or otherwise deal with any of its rights or obligations under this Agreement, including by engaging third-party service providers, custodians or technology partners for the purposes of providing or supporting the Digital Assets service.

20. THIRD PARTY RIGHTS

    1. This Agreement is entered into solely for the benefit of you and Wave and is not intended to confer any rights or benefits on any third party. No third party shall have any right to enforce any provision of this Agreement.

    2. The exercise of any rights or remedies by you or by Wave under this Agreement shall not be subject to the consent or approval of any third party.

21. ENTIRE AGREEMENT AND HIERARCHY

    1. These Digital Assets Terms and Conditions, the Wave User Terms and Conditions and Wave policies constitute the entire agreement.

    2. In case of conflict, they prevail in the following order:

       1. these Digital Assets Terms and Conditions;

       2. Wave User Terms and Conditions;

       3. Wave policies.

22. VARIATION

    1. Wave may amend these Digital Assets Terms and Conditions, any applicable policy, or the features of the Digital Assets service at any time. Wave will make the amended terms available through the Application or by other electronic means. Your continued access to or use of the Digital Assets service after the amended terms are made available shall constitute your acceptance of them.

    2. If you do not agree to any amendment, you must stop using the Digital Assets service and may terminate this Agreement by contacting Wave using the details under the Notices and Contact clause.

23. SEVERABILITY

    1. If any provision of these Digital Assets Terms and Conditions is determined by a court or other competent authority to be unlawful or unenforceable, such provision shall be severed to the extent required, and the remaining provisions shall continue in full force and effect.

    2. Where any unlawful or unenforceable provision would be lawful or enforceable if part of it were deleted, that part shall be deemed deleted, and the remainder of the provision shall remain valid and enforceable.

24. WAIVER

    No failure or delay by Wave in exercising any right, power or remedy under this Agreement shall operate as a waiver of that right, power or remedy, nor shall any single or partial exercise preclude any further exercise. Any waiver by Wave of a breach of this Agreement shall be effective only if made in writing and shall not be deemed a waiver of any subsequent breach.

25. NOTICES AND CONTACT

    1. You may contact Wave by calling the toll-free line 1222 or by emailing gmsupport@wave.com

    2. By opting into the Digital Assets service and accepting these Digital Assets Terms and Conditions, you consent to receive notices and communications from Wave electronically. Wave may provide all notices, information and communications relating to the Digital Assets service or your Wave Account by posting them on the Application, by notification within the Application, by SMS or by other electronic means. All such communications shall be deemed to be notices in writing and to have been duly received by you.

26. GOVERNING LAW AND JURISDICTION

    These Digital Assets Terms and Conditions are governed by the laws of The Gambia. The courts of The Gambia have exclusive jurisdiction.

27. ACCEPTANCE

    By accessing or using the Digital Asset service, you confirm that you have read, understood and agreed to be bound by these Digital Assets Terms and Conditions, and that a legally binding agreement is formed between you and Wave on these terms. If you do not agree to these terms, you must not access or use the Digital Asset service.