Terms of Use

1. YOUR AGREEMENT WITH DOOYA

The Limited discretionary intermediary services agreement (“the Mandate”, or “the Agreement”), together with all annexures, and schedules, thereto, comprise your business relationship with Dooya.

These terms and conditions (“T&Cs”) are a supporting document to the Mandate, and apply to using our services (“our services”) and are the terms of your agreement with Dooya (“this agreement”).

Where any statement in this agreement differs to a related statement in the Mandate, then the related statement in the Mandate takes preference.

Dooya owns and uses the Dooya bot solution (“the Bot”) for arbitrage trading in crypto assets (“transactions/transacting”). The Bot comprises two components, being the “Trading Bot” (for trading), and the “Dooya Bot” (a Telegram hosted bot, to provide you with information).

Before using our services, you should understand arbitrage trading in crypto assets, our services, and must carefully read and understand these T&Cs.

As stated in the Mandate, this agreement will only start on the date that we have completed the initial customer due diligence procedure, accepted the business relationship, signed the Mandate, notified you that we have accepted the business relationship, opened a bank account in your name, or provided you with the relevant trust/escrow bank account details, into which you must deposit funds, you have deposited funds into the relevant bank account, you have notified us that the funds have been deposited into the relevant bank account, and the funds are reflected in the relevant bank account.

We may have to change these T&Cs from time to time due to changes in legislation, or changes in our or our services suppliers’ policies and processes. We will notify you of such changes.

Opening a Dooya account for you is in our discretion, and we may decline to open an account for you without providing you with reasons for our decision.

We may not request you to sign a blank or partially complete form or document.

2. ABOUT DOOYA

Contact and license details:

Company registration number: 2018/026543/07

Physical and postal address: 07 The Waterfront, 37 South Beach Road, Umdloti, Kwa-Zulu Natal, South Africa, 4319

Telephone number: +27 (73) 852-8540

Website: https://www.dooya.co.za/

FAIS Act licence number: 53712

Complaints and Conflicts of interest:

The Complaints management policy and procedure and Conflicts of interest management policy can be found on the website: Policies | Dooya.

FSP:

Dooya (Pty) Ltd (“Dooya”) is an authorised financial services provider (“FSP”), in terms of section 8 of the Financial Advisory and Intermediary Services Act, 2002 (Act 37 of 2002) (“the FAIS Act”), with FAIS Act licence number 53712. Dooya is authorised for Category I (non-discretionary intermediary services), and Category II (“discretionary FSP”). The FAIS Act information disclosure certificate (Click here) includes information about the FSP, the financial products, and financial services, for which it is licensed, the product suppliers of the financial products it offers to clients, conflicts of interest (actual, potential, or perceived), and the details of the representatives who have been appointed by the FSP, to render financial services for the specified financial products, including whether, or not, the representatives are being supervised, when rendering those financial services. The information reflected in this document, and on the website, is not advice, as defined, and contemplated, in the FAIS Act. The value of a financial product may go down, or up, due to changes in the value of the underlying investments, or of currency movement. This will affect the value of your investment, which may result in you suffering a financial loss. Past performance is not necessarily an indication of future performance. An investor may not recoup the full amount invested. We do not provide any guarantee, either with respect to the capital, or the return, of an investment. Forecasts, and examples, are for illustrative purposes only, and are not guaranteed to occur. Any projections contained in the information are estimates only, and are not guaranteed to occur. The projections are subject to market influences, and contingent upon matters outside the control of the FSP, so may not be realised in the future.

Crypto assets:

Investing in crypto assets may result in the loss of capital. Past performance presented is not indicative of future performance, nor indicative of favourable outcomes.

3. RIGHTS & OBLIGATIONS

General:

To use our services, you must:
- have a South African identity document;
- be 18 years or older;
- must be acting in your own name and on your own behalf, and not on behalf of a third party;
- have contractual capacity to conclude this agreement and perform your obligations;
- provide us with any information, or documents, we request, and that is required to provide our services, or to comply with our regulatory obligations. The information and documents must be true, accurate and may not provide misleading information.

We will avoid, and where this is not possible, mitigate, any actual, or potential, conflict of interest between Dooya and you.

Crypto asset arbitrage trading & the Trading Bot:

Crypto asset arbitrage trading is a strategy in which investors buy a crypto asset on one exchange, and then sells it on another exchange for a higher price, profiting from the price difference.

The FAIS Act defines a crypto asset as a digital representation of value that:
- is not issued by a central bank, but is capable of being traded, transferred or stored electronically by natural and legal persons for the purpose of payment, investment and other forms of utility;
- applies cryptographic techniques; and
- uses distributed ledger technology.

By using our interactive Trading Bot, our smart algorithm looks at trends to view the best relevant crypto asset price of the day, which enables us to execute the arbitrage trade.

We utilise the Trading Bot for your transactions, and are responsible for supporting the Trading Bot, which includes any technical support or bug fixes.

We may suspend use of the Trading Bot, fully, or partially, due to performing system maintenance, a malfunction, or reasonable technical difficulty.

Opening an account & transacting:

The minimum amount for a transaction is R100 000, and the maximum amount is R500 000. Allowing transactions of less, or more, than the minimum and maximum amounts, are entirely in our discretion.

You must open a South African Rands (“ZAR”) denominated bank account, held with the authorised dealer of our choice (currently Capitec Bank Limited), with the process being facilitated by the foreign exchange intermediary of our choice (currently Phynans (Pty) Ltd).

We apply to the South African Revenue Service (“SARS”), on your behalf, for a foreign Tax Clearance Certificate (“TCC”), via the Approval International Transfer (“AIT”) process, so you may use all, or a portion of, your annual Foreign Investment Allowance (“FIA”), if you intend exceeding your annual Single Discretionary Allowance (“SDA”), required to transact, in terms of the SARB exchange control regulations (if applicable).

You require an active Gemini, or Kraken, account to use our services. Instructions on how to use an existing Gemini, or Kraken, account, or how to create a new Gemini, or Kraken, account, is on our website.

For Gemini accounts, you may choose to have a sub-account within Dooya’s omnibus account, whereby Dooya opens your sub-account, on your behalf, in your name. Where you have a Gemini sub-account, the following Gemini T&Cs apply to you, with respect to your Gemini sub-account:
- You agree to waive any and all rights to make a claim against Gemini under the terms of this Agreement, or any agreement between Gemini and Dooya. Nothing in this Agreement shall create a duty between you and Gemini. Furthermore, Gemini is not liable to you for (i) any losses or claims arising out of actions related to Dooya’s and any of its third parties’ use of the Gemini platform, including but not limited to, failure to follow security protocols, Gemini controls, or a breach thereof, improper instructions, failure to secure user credentials from third parties, user access breaches, fraudulent access, mismanagement of access to or distribution of user credentials to the Dooya’s Gemini account or any sub-account thereof, or anything else in Dooya’s control, (ii) any losses or claims arising out of any action or non-action by Gemini that Gemini reasonably determines is required by applicable laws and regulations, (iii) any losses or claims arising out of delays or interruptions in service and (iv) for any lost profits or any special, incidental, indirect, intangible, or consequential damages, whether based in contract, tort, negligence, strict liability, or otherwise, arising out of or in connection with authorized or unauthorized use of Gemini’s site or services provided by Gemini, even if an authorized representative of Gemini has been advised of or knew or should have known of the possibility of such damages. You acknowledge and agree that Gemini is not responsible, and cannot be held liable for any unauthorized access or other loss resulting from the disclosure or other transmission, whether intentional or inadvertent, of login credentials to third parties, or any other unauthorized access to or use of any Dooya or your account.
- For purposes of this Agreement, Gemini shall be considered a third-party beneficiary of this Agreement and is entitled to the rights and benefits hereunder and may enforce the provisions hereof as if it were a party hereto.
- You agree to resolve any controversy, claim, or dispute arising in connection with the services provided under this Agreement, or breach thereof, through binding individual arbitration, which means that you waive any right to have the dispute decided by a judge or jury, and you waive any right to participate in collective action whether that be a class action, class arbitration, or representative action.

You are responsible to ensure that you provide us with the necessary API keys and to link the correct withdrawal address on your Gemini, or Kraken, account, where applicable. You cannot hold us liable if you share your API keys with anyone else, or link the incorrect withdrawal address.

When completing, or submitting, a transaction:
- you must disclose all material facts accurately and properly, and the accuracy and completeness of any answers, statements, or other information that you, or someone on your behalf, provide, is your responsibility;
- if you require us to complete or submit any transaction requirement on your behalf, you should be satisfied as to the accuracy and completeness of the details; and
- you may request that we provide you with a copy, written or printed record of any transaction requirement within a reasonable time.

Even though we may, in our discretion, initiate a transaction before your funds have been transferred into our Gemini, or Kraken, account, we will only complete the transaction once we have received your funds in our Gemini, or Kraken, account.

To execute the trade, take advantage of the price differences of the relevant crypto assets on different exchanges, and to reduce volatility, we use our own crypto assets equal to your investment.

The actual market rate at which a transaction is executed, may differ from the rates published by various sources.

Even though your funds, or crypto assets, which you own, may be held in Dooya accounts, you remain the owner thereof. We keep record of all funds, or crypto assets, belonging to you.

We may, in our discretion, without prior notice and having to provide reasons, impose limits on, refuse to execute, suspend, or terminate, a transaction. If this happens, we will immediately account to you for any such transactions and ensure that any refunds, if applicable, are made within a reasonable time (subject to other service supplier timelines).

We may, in our discretion, allow you to cancel a transaction:
- subject to any restrictions and fees that may be imposed by any of the other services suppliers;
- before your funds are remitted into our Gemini, or Kraken, account; and
- before the transaction is executed and fulfilled.

You cannot change, or cancel, your trade instruction, or reverse the trade once:
- your funds have been converted to USD (or another non-ZAR denominated currency); or
- your trade has been executed.

Due to the nature of crypto asset arbitrage trading, there is no cooling off period, or rights, waiting periods, loadings, penalties, or excesses, payable.

The timeline associated with a transaction is typically 24-48 hours. However, this depends on the information we require, our processes, and that of the other services suppliers, and the conversion and transfer of funds and crypto assets required for the transaction. Any transaction timelines that we provide, are only an estimation, and it assumes that all transaction requirements have been met. The execution of trades, and the payment of your profit, with your initial capital, may take longer, due to delays at our service suppliers, or events that are out of our control.

We do not permit the transfer of crypto assets from one client to another client.

Fees, trade confirmations & payments:

The fees for our services are set out at: https://www.dooya.co.za/fees

Other services suppliers and product suppliers may also charge fees. These fees are subject to the terms and conditions of each of the service suppliers and product suppliers, and may change without notice. Please refer to the Mandate for more details about fees. You may access details about their fees here:

Capitec Bank and Phynans will disclose their fees to you in the agreement that you conclude with them.

If interest accrues within the separate bank account that is maintained by Dooya, which is designated for client funds, and if that accrues interest relates to your funds, Dooya will allocate the accrued interest to you.

Other service supplier fees are calculated and deducted directly from your capital (including any profit, or gains, if applicable), thereafter our fees are calculated and deducted.

After completion of the trade, and after deduction of all the fees, the transaction capital and profit will be paid into a bank account in your name. You must provide us with the bank account details, in writing. You cannot hold us liable for payment into an incorrect bank account, if the information you provided is incorrect. We will only make payment into a bank account in your name, subject to certain exceptions.

On the completion of each transaction, we will send you a transaction summary, including a breakdown of the fees paid. We will send you a monthly statement. We will provide an annual statement, on request.

We may change our fees from time to time. If the fee is lower than the fee applicable at the time you accepted these T&Cs, we will apply the lower fee automatically, but may revert to the original fee, at any time. If the fee is higher, we will notify you, and you must agree to the fee, before we can process further transactions. Please refer to the Mandate for more details about fees.

We may pay you a referral fee, for referring family, or friends, to us. The payment of the referral fee may be subject to certain conditions. You can find more information here: https://www.dooya.co.za/fees

We may share in the fees you pay to, or commissions earned by, our service suppliers, in respect of your transactions.

If we are holding funds on your behalf and are unable to return the funds to your nominated bank account, we will try to contact you, for a reasonable time, at the contact particulars you have provided. If we are unsuccessful in reaching you, then we may report, and remit, such funds, in accordance with applicable national unclaimed property laws.

Dooya Bot:

The Dooya Bot provides you with easy access to trade-related information, such as daily arbitrage updates; real-time trade updates; important documents (including trade summaries and tax application forms); SARS AIT application updates; referral program links).

You may download the Dooya Bot, by downloading Telegram, so you have easy access to trade-related information.

By downloading Telegram, you agree to the Telegram terms and conditions, which is a separate agreement between you and Telegram. You should familiarise yourself with the risks involved in using Telegram, which are outside our control.

By downloading the Dooya Bot, you agree to the Mandate, including these Ts&Cs, and our Privacy policy.

You may unsubscribe from the Dooya Bot, and Telegram, at any time.

The Dooya Bot obtains information from the Trading Bot

The Ts&Cs that apply to the Trading Bot, apply to the Dooya Bot (where applicable).

Risks, regulatory requirements & tax:

Please refer to the detailed list of risks reflected in the Mandate.

Investing in crypto assets may result in the loss of capital. Past performance presented is not indicative of future performance, nor indicative of favourable outcomes.

The prices of crypto assets are highly volatile and crypto assets are high risk and speculative. We try to take advantage of the risks and volatility, with crypto asset arbitrage trading, but that does not eliminate the risk related to trading in crypto assets.

Crypto assets are unregulated, even though the financial services provided in respect of crypto assets are regulated in South Africa, and are susceptible to error and hacking.

Even though we are careful to select our services suppliers, including the exchanges on which we trade, any of these may fail, or get hacked, at any time, due to circumstances beyond our control. This may result in delays in trades being executed, or you losing your transaction capital, and you cannot hold us liable for such an event.

You acknowledge that:
- you are aware of, and familiar with, the risks associated with transacting;
- there are risks associated with utilising an internet-based trading system (for example, the failure of hardware, software, and internet connections);
- we are not responsible for any communication, internet or system failures, disruptions, errors, distortions, or delays, which may occur when transacting; and
- we do not give any guarantee/warranty regarding the continued availability, or uninterrupted access, to our services, or services rendered by our service suppliers.

You should carefully consider whether, or not, transacting is suitable for you, considering your circumstances and financial resources, and you should obtain professional financial advice before transacting. We do not provide financial advice, or give any guarantees/warranties about the suitability of using our services, or transacting.

We may provide you with information about crypto assets, and transacting (including arbitrage trading) in crypto assets. Such information is not tailored to the needs of any person, entity, or group of persons, and is not a recommendation, or advice, relating to transacting. If the source of the information is a third party, we do not guarantee the accuracy of the information. If you decide to rely on, or transact, based on any information we provide, you cannot hold us liable for any losses you may suffer.

Transaction profits are not guaranteed.

It is your responsibility to:
- comply with all legal, tax, and foreign exchange, requirements, regulations, restrictions, and submissions, within your country of citizenship, residence, or domicile, applicable to the acquisition, holding, or disposal, of the crypto assets;
- determine what, if any, taxes apply to your transactions, and to report and remit the correct tax to the appropriate tax authority; and

consult with your attorney, accountant, tax practitioner, or other professional advisors, to understand the requirements that may be applicable to you, and the implications of trading in crypto assets.

You cannot hold us liable for any penalties, or fines, imposed on you, because of failure to comply with such requirements.

We are not responsible for determining whether taxes apply to your trades, or for collecting, reporting, withholding, or remitting, any taxes arising from any transactions.

We may be required to disclose information about your transactions, or account, to the relevant authorities and regulators.

Intellectual property rights:

We own all the intellectual property rights in our services (including related content and materials that we may provide to you), the Bot, and our website. You may only use it for personal use, for as long as this agreement exists.

We do not, and will not, obtain any intellectual property rights in, and to, your personal information.

If you use our services, in accordance with the Mandate, and these T&Cs, it will not infringe the intellectual property rights of any third party.

Indemnities, liability & warranties:

There are no legal impediments, that we are aware of, which conflict with these T&Cs, or which might limit, restrict, or impair, the rights we grant you.

You cannot hold us liable for any losses arising out of:
- the use of, or inability to use, our services, or transacting; or
- errors, omissions, interruptions, deletion of files or emails, defects, viruses, delays in operation, theft, destruction, or unauthorised access, to our records, or services,

unless it is proved that the loss was due to our gross negligence in performing our obligations in terms of the Mandate, including this agreement.

You indemnify us against any third party claim (including all losses, damages, liabilities, reasonable expenses and costs that we incur, due to such a claim) arising out of, or relating to:
- your use of our services; or
- your breach of the Mandate, including this agreement, or any rights of any other person, or entity.

We rely on the warranties, acknowledgements, and information, which you provide. You will be liable for any loss, or damage, which we suffer for such reliance on your warranties, acknowledgements, and information.

Any liability in terms of the Mandate, including this agreement, is limited to direct damages. Neither one of us will be liable for indirect and consequential damages, including the loss of profits, arising out of, or pursuant to, this agreement.

4. FORCE MAJEURE

Neither one of us can claim breach of contract and hold each other liable for a failure to perform any of our obligations, due to circumstances beyond our reasonable control. These circumstances may include, but are not limited to:
- an act of God, or public enemy, fire, explosion, earthquake, perils of the sea, adverse weather conditions, war declared or undeclared, civil war, revolution, civil disorder, sabotage, riot, strikes, lock-outs or other labour disputes, blockade, embargo, sanctions, epidemics, pandemics, act of any government or other authority, compliance with law, regulations, limitations imposed by, or demands of any government or governmental agency, or market interruptions; or
- failure, for any reason, on the part of any of the other services suppliers, which results in you, or Dooya, failing to perform our obligations.

If either one of us is prevented from performing our obligations, due to these circumstances:
- the party who cannot perform its obligations must notify the other party within 5 business days of becoming aware thereof. If the circumstances continue for more than 20 business days, you, or Dooya, may terminate the Mandate, including this agreement (refer to the termination clauses, and to the Mandate), and neither one of us shall have any claim against the other one arising from the termination; and
- the other party will be excused from any direct counter performance required in respect of that obligation (for example, a fee payment for the performance of an obligation) until fulfilment of the obligation, or if it is not fulfilled, but terminated, the other party will not be required to counter-perform. This does not affect counter-performance obligations that arose before these circumstances, or that are not connected to the obligations that are prevented from being fulfilled.

Dooya may suspend trading, including closing, or cancelling, any open trades, or accepting new trades. You must understand that when trading resumes, market rates may differ significantly from the rates available prior to such event.

5. CONFIDENTIALITY & PROTECTING PERSONAL INFORMATION

We value your privacy and will take all reasonable precautions:
- to protect the confidentiality, and prevent disclosure, of any personal information, without your consent, to any third party; and
- to secure your personal information, in our possession, or under our control, to prevent unlawful, and unauthorised, access thereto, or use, or disclosure, thereof.

We may use your personal information to provide you with information about financial products or services. If you do not want to receive this information, please notify us.

We use your personal information to provide our services.

We may provide your personal information to our service suppliers, subsidiaries, holding companies, and associates, to provide services or products, or to confirm the personal information. We will ensure that in our agreements with our service suppliers, that information that we provide, is treated as confidential.

We will only make your information available to any other third parties, if obliged by, or required to do so, in terms of any law, or with your written permission.

We collect and process information for the functions, or activities, as set out in our privacy notice.

We only keep your personal information for as long as it is required, or authorised, by applicable law, once you cease to be our client.

Our obligation of confidentiality survives the cancellation or termination of this agreement.

You may request confirmation whether we hold your personal information, request records or descriptions of your personal information, or request us to correct or delete personal information, that we hold, subject to regulatory requirements.

Please read the Mandate, our Privacy notice and Promotion of Access to Information (“PAIA”) manual, for more information and detail. You can access the Privacy notice and PAIA manual here: https://www.dooya.co.za/policies

6. COMMUNICATION, NOTICES & DOMICILIUM

Please refer to the Mandate for more information.

All communications, agreements, documents, receipts, notices and disclosures (“communications”) between you and Dooya, will be electronic.

You are responsible to:
- ensure that you have the means to access and retain electronic communications;
- keep your email address, address and other contact information updated with Dooya. You can contact us on our contact page, to confirm, or update, your details. We may request you to provide proof of your updated details; and
- promptly notify us if you discover, or suspect, any security breaches related to your communication channels (for example, email, contact number), or bank account. You cannot hold us liable for acting on instructions received from your email address, including instructions to change bank details, if you did not notify us.

If communications sent to you at the contact address, or number, which you provided, are returned, we may deem your account to be dormant, and you may not be able to use our services until you have updated, or corrected, your contact particulars.

If we send you communications, but you do not receive them, due to your email address, or contact number, on file are incorrect, outdated, or our communications are blocked by your service provider, we will be deemed to have provided the communications to you. Please check your spam, or junk, folder for communications and add Dooya to your safe sender list.

Any notice, or communication (including legal notices, or documents), must be in writing, and must be delivered at the following addresses:
- Dooya: the physical and email address on our contact page.
- You: the physical and email address provided on your application form, or updated details that you subsequently provided, in writing.

Any notice, or communication, sent electronically, or delivered by hand, is deemed to have been received, in accordance with the details specified in the Mandate.

7. BREACHES & CANCELLING THIS AGREEMENT

Please refer to the Mandate for more information.

If you breach, or fail to comply with, a provision of the Mandate, including this agreement, we may suspend, or close, any open transactions, or suspend the Mandate, including this agreement, until the breach is rectified.

Either one of us may cancel the Mandate, including this agreement, by written notice of 5 business days, if:
- the other party materially breaches the Mandate, including this agreement and the breach cannot be corrected; or
- one of us is placed under voluntary, or compulsory, sequestration, winding-up, judicial management, business rescue, or enters into a scheme of arrangement with their creditors.

If one of us breaches, or fails to comply with, a provision of the Mandate, including this agreement and fails to correct the breach, or comply, after being given 5 business days’ notice thereof, by the other party, then the other party may claim immediate payment and/or performance of all the obligations that are due for performance.

No waiver, by you, or Dooya, of any rights arising from a breach of any provision of the Mandate, including this agreement will constitute a waiver of rights in respect of any subsequent breach of the same, or any other provision.

Any cancellation is without prejudice to any claim that either one of us may have that arose before the Mandate, including this agreement was cancelled.

8. TERMINATING THIS AGREEMENT

Please refer to the Mandate for more information.

The Mandate, including this agreement will continue for as long as you use our services.

If you want to terminate the Mandate, including this agreement and close your account (“terminate/termination”), you must send us a written notice at: support@arbitragetrading.co.za.

We may terminate the Mandate, including this agreement by giving you written notice. Termination is in our sole discretion, and we will not be required to give you reasons for the termination. Examples of when we may terminate the Mandate, including this agreement, include:
- your account has remained dormant, and you have not traded, for a certain amount of time (as we may determine from time to time);
- you have not complied with your obligations in the Mandate, including this agreement (also refer to the breach clauses);
- you have not accepted any amended T&Cs; or
- we are required by law, or our policies, to do so.

Any termination is subject to 5 business days’ notice, unless we are required to, by the Mandate, including this agreement, the law, or in terms of our policies, to terminate immediately, or on a shorter notice period.

If the law and our policies and procedures allow us, we will complete all outstanding transactions before termination.

Termination does not affect:
- your obligations that arose before the termination; or
- certain of our obligations, in terms of the Mandate, including this agreement, or law, which survives the termination (for example, retention of records, confidentiality).

There are no fees, or penalties, payable to Dooya, for termination.

If any of your transaction capital, or profit, is still held by Dooya, we will, after deduction of any outstanding fees, arrange for payment to you. Payment timelines are dependent on banking timelines, for the conversion of the funds back to ZAR and service supplier timelines.

9. GENERAL

Please refer to the Mandate for more details.

You may only assign, cede, or transfer, your rights and obligations, with our written consent. You agree that we may transfer, cede, or assign, our rights and obligations, or the Mandate, including this agreement, to another suitably authorised financial services provider. We will notify you about such a transfer, cession, or assignment. Any reference to us shall include reference to our respective successors in title, or assigns.

If either one of us needs to use an attorney, or debt collector, to recover any amounts owed, or to enforce, or exercise, any rights, or obligations, the other party will be liable for any attorney-and-own client costs, or collection commissions, incurred. Such amounts will be due and payable upon demand or, where applicable, upon taxation of the bill of costs.

If, for some reason, any of provisions of the Mandate, including this agreement are invalid, unlawful, or unenforceable, it will be severable from the remaining terms, which will still be valid and enforceable.

This agreement is governed by South African law. You consent and submit to the jurisdiction of the Kwa-Zulu Natal Durban division of the High Court of South Africa in any dispute arising from, or in connection with, the Mandate, including this agreement.

No leniency, or extension, of a right, by one of the parties, shall prejudice, or preclude, that party from exercising any of its rights, or be a waiver of that right.

The Mandate, including this agreement, and other supporting documents, constitutes the whole agreement between us and supersedes all prior agreements, understandings, or representations, by, or between, us, and neither one of us will be entitled to rely on any terms, conditions, or representations, not expressly contained in the Mandate, including this agreement, and other supporting documents.