Vault22 Financial Ltd. Terms of Service

1. Introduction

These Terms ("Terms") govern your access to and use of our website at www.vault22.com ("Website") and our mobile application ("Mobile Application") (collectively, "Service Channels"). By accessing or using the Service Channels, you agree to comply with these Terms and our Privacy Policy. Please read them carefully, as they affect your legal rights and obligations. If you do not agree, you must immediately discontinue use.

Vault22 Financial Ltd, fully regulated by the Dubai Financial Services Authority (DFSA) in the Dubai International Financial Centre (DIFC) and by the Financial Services Conduct Authority (FSCA) in South Africa, offers a financial data management platform and robo-advisory services for arranging investment deals and advising on financial products through Regulated Third-Party Providers.

2. Definitions

2.1 For the purposes of these Terms:

3. Acceptance of Terms

By accessing or using the Service Channels, including the Robo-Advisory Service, you agree to these Terms, our Privacy Policy, and DFSA-compliant guidelines. Each use reaffirms your acceptance. If you disagree, discontinue use immediately.

4. Changes to the Terms

Vault22 may modify these Terms at its discretion, posting changes on the Service Channels with an updated "Last Updated" date. Continued use after changes implies acceptance. If you disagree, stop using the Service Channels. Changes comply with DFSA and FAIS requirements.

5. The Service Provided by Vault22

5.1 Nature of Services:

Vault22 provides a financial data management platform to consolidate, visualize, and analyse financial information, offering advisory and intermediary services under the FAIS Act. The Robo-Advisory Service, regulated by the DFSA, enables arranging investment deals and advising on Financial Instruments through Regulated Third-Party Providers on an Instruction-Only Basis. Services include personalized product recommendations from vetted third-party providers.

5.2 Regulatory Status:

Vault22 is:

• Regulated under the FAIS Act, authorized to provide financial advice and intermediary services in South Africa (FSP No. 55724).
• Regulated by the DFSA (firm reference number F006841) in the DIFC for arranging deals in investments and advising on financial products, adhering to DFSA Rules.

Vault22 does not act as a discretionary investment manager; trades are executed by Regulated Third Party Providers under their own regulatory obligations.

Vault22 provides its services from the DIFC under DFSA regulation and does not conduct marketing, solicitation, or distribution of financial services in jurisdictions where it is not authorised to do so. Access to services is on a client-initiated basis and may be restricted where local laws or regulations prohibit such services.

5.3 Financial Advice and User Responsibility:

Vault22 offers guidance and intermediary services, including DFSA-regulated robo-advisory advice. You are solely responsible for financial decisions and should seek independent advice. Vault22 does not provide tax or legal consultancy or guarantee suitability of products or transactions. Vault22 does not provide discretionary portfolio management or continuous monitoring of your investments unless expressly stated in writing and permitted under DFSA Rules. Any automated or algorithmic tools made available through the Service Channels operate on a non-discretionary, instruction-only basis.

5.4 Limitation of Liability:

Vault22, and Regulated Third Party Providers are not liable for losses from reliance on information or transactions, except where caused by Vault22's negligence, wilful default, or fraud, as per DFSA and FAIS regulations. Markets, products, and prices may fluctuate, and Vault22 is not responsible for outcomes like slippage.

5.5 Robo-Advisory Service Specifics:

Provides indicative quotes for Financial Instruments, which may differ from market prices. Quotes are not offers and may change.

Orders are transmitted to Regulated Third Party Providers for execution, with no guarantee on execution prices due to volatility or slippage, per DFSA Rules.

Orders outside market hours or during suspensions are executed when liquidity allows, without guaranteed price matching.

Vault22 may decline or cancel orders for security risks, insufficient funds, or non-compliance with DFSA or FAIS regulations, notifying users via Service Channels unless legally restricted.

5.6 DFSA Retail Endorsement

Vault22 Financial Ltd holds a Retail Endorsement issued by the Dubai Financial Services Authority (DFSA), permitting Vault22 to provide its authorised financial services to Retail Clients in addition to Professional Clients. As a Retail Client, you are entitled to the highest level of protections under the DFSA Conduct of Business Rulebook (COB), including but not limited to:

• Enhanced disclosure obligations relating to risks, fees, product features, and conflicts of interest.
• Explanation of the nature, risks, and implications of investment products before transacting.
• Additional suitability and appropriateness assessments where required under COB.
• Clear and prominent language for all legally prescribed warnings.
• Access to dispute-resolution mechanisms including the DIFC Courts Small Claims Tribunal for qualifying matters.

Vault22 will notify you at onboarding whether you are treated as a Retail Client or Professional Client, and your protections will be applied accordingly.

5.7 Shariah Governance Framework

The Islamic Window is subject to a comprehensive governance framework aligned with DFSA IB Rules and recognised Shariah standards (including AAOIFI, where applicable). This framework includes:

1. Product-Level Shariah Screening

All Islamic products undergo pre-issuance Shariah review and are approved before listing or distribution.

2. Ongoing Monitoring

The Shariah Supervisory Authority conducts periodic reviews to ensure continued compliance with Shariah principles.

3. Segregation of Islamic Funds

Funds relating to Islamic services are ring-fenced and not commingled with interest-bearing or non-permissible assets.

4. Non-Compliance Procedure (Shariah Purification)

If a product or transaction is deemed non-compliant:

• Vault22 may suspend, restrict, or remove access to the product.
• Any prohibited income may be processed according to Shariah purification procedures.
• Affected users may be notified where appropriate.

5. Limits of Interpretation

Vault22 does not guarantee universal acceptance across all schools of Islamic jurisprudence. Compliance is based on the rulings of the appointed Shariah Supervisory Authority.

6. By accessing Islamic Window services, you acknowledge and agree that:

7. Vault22's Shariah compliance is based solely on the rulings of its appointed Shariah Supervisory Authority.

8. Shariah interpretations may differ across jurisdictions or scholars.

9. Shariah review processes may result in delays, product adjustments, suspensions, or withdrawal.

10. Conventional products available on the platform may not be Shariah-compliant and may involve riba, gharar, or other prohibited elements.

11. Selecting Islamic products is your sole responsibility; Vault22 will not convert or reinterpret conventional products as Shariah-compliant.

12. Vault22 does not assess, review, or provide suitability or appropriateness determinations for conventional products in the context of Islamic Window usage. You acknowledge that suitability assessments, where applicable, apply only to the specific product type selected and not to the Shariah compliance of any conventional product

5.8 Retail Client Protections

Where Vault22 provides services to Retail Clients, the following DFSA-mandated protections apply:

• Retail Clients receive the highest standard of disclosure, reporting, and risk explanation.
• Vault22 must take reasonable steps to ensure Retail Clients understand:
  • Product nature
  • Key risks
  • Specific fees or charges
  • Consequences of entering a transaction
• Additional internal oversight applies to Retail Client communications, performance projections, and marketing materials.
• Cooling-off provisions apply where required under DFSA COB Rules.
• Vault22 must ensure transparency on conflicts of interest and mitigation measures.
• Disputes involving Retail Clients may be referred to the DIFC Courts Small Claims Tribunal for qualifying claims.

5.9 Suitability and Appropriateness

Where DFSA rules require a suitability or appropriateness assessment, you agree to provide accurate information about your financial situation, investment objectives, risk tolerance, and level of investment experience. Vault22 may decline to proceed with a transaction or recommendation if:

• Information is incomplete or inaccurate;
• Your profile does not align with the risks of the product;
• DFSA restrictions prohibit execution.

Where services are provided on an execution-only basis, Vault22 will disclose this clearly and may issue warnings where your profile appears inconsistent with a product's risk profile.

6. Your Account

6.1 Registration Requirements:

To access Services, you must provide accurate, current, and complete information (e.g., name, email, tax residency). Additional data is required for AML, sanctions, and fraud checks under DFSA and FAIS regulations. You are treated as a Retail Client under DFSA, receiving applicable protections.

6.2 Account Security:

You must secure your Login Details and report unauthorized access immediately. Vault22 is not liable for losses from unauthorized use. Investment Accounts require a unique, strong password, and sharing security credentials is prohibited, per DFSA standards.

6.3 Investment Account:

For Robo-Advisory Services, an omnibus account will be open under a Regulated Third-Party Provider Account for fund holding and trade execution, governed by their terms. Vault22 does not supervise or assume liability for their actions.

6.4 AML, CTF, and Financial Crime Compliance

Vault22 complies with DFSA AML Rulebook, FATF standards, and relevant DIFC legislation. This includes:

• Customer Due Diligence (CDD) and Enhanced Due Diligence (EDD) where required
• Ongoing transaction monitoring
• Politically Exposed Person (PEP) screening and adverse media screening are conducted at onboarding and on an ongoing basis, including periodic reviews and event-driven monitoring where risk indicators arise.
• Sanctions screening across UN, OFAC, EU, UK, and UAE lists
• Source of funds and source of wealth verification
• Reporting suspicious transactions to the UAE Financial Intelligence Unit where required by law
• Vault22 does not accept funds, source of wealth, or source of funds originating from, linked to, or transiting through sanctioned jurisdictions or sanctioned persons. Vault22 applies a strict sanctions nexus assessment and will decline onboarding, block transactions, or terminate client relationships where such exposure is identified. Vault22 also does not permit the transfer or repatriation of funds to sanctioned jurisdictions or sanctioned parties under any circumstances.

Vault22 may decline, block, or suspend access where risk indicators require regulatory action.

7. Fees, Payment, and Refunds

7.1 Fees:

The Vault22 platform is free, but a Subscription Fee may be introduced with notice. The Robo-Advisory Service may require a subscription, auto-renewing at the prevailing rate, with 30 days' notice of changes, compliant with DFSA disclosure rules. Third-party fees (e.g., withdrawal fee, bank transfer fees) may apply per Regulated Third-Party Provider terms.

7.2 Payment Methods:

Fees or transactions can be paid via debit cards, credit cards, or other methods. Card processing fees may apply, with user consent required, as per DFSA regulations.

7.3 Third-Party Fees:

Vault22 does not charge transfer or withdrawal fees, but third-party fees (e.g., broker bank withdrawal fee) may apply. Verify bank fees independently.

7.4 Tax and Payments:

Payments exclude VAT or similar taxes, which you must cover. Vault22 may require additional payments for tax withholdings to ensure full receipt, per DFSA and FAIS requirements. You are solely responsible for determining, maintaining, and accurately disclosing your tax residency status and for meeting any tax reporting, filing, or disclosure obligations applicable to you. Vault22 does not provide tax advice and shall not be liable for any loss, penalty, or consequence arising from incorrect or incomplete tax residency information supplied by you.

8. Privacy and Data Protection

8.1 Privacy Policy:

Personal Information is processed per our Privacy Policy, compliant with POPIA and DIFC Data Protection Law No. 5 of 2020, as mandated by DFSA Rules. You consent to collection, use, and cross-border transfer for Service delivery.

8.2 User Responsibilities:

Provide accurate, current information and update it promptly. You warrant authority to submit such data.

8.3 Data Sharing:

Vault22 may share Personal Information with Third Party Service Providers and Regulated Third Party Providers for Services or compliance, ensuring DFSA-equivalent security standards. Vault22 is not liable for third-party breaches. Vault22 does not sell, monetise, or commercially exploit client personal data. Personal data is shared strictly on a need-to-know basis for service provision, regulatory compliance, or operational purposes.

8.4 Data Retention:

Personal Data is retained for six years post-termination or as required by DFSA and FAIS regulations. Hard copies may be scanned and stored indefinitely.

9. Third Party Service Providers

9.1 Authorization:

You authorize Vault22 and Regulated Third Party Providers to use security credentials (e.g., User IDs, passwords) to collect Account Information, per the Privacy Policy and DFSA Rules.

9.2 Third-Party Terms:

Regulated Third Party Provider services (e.g., GTNA Asia Financial Services Pte Ltd) are subject to their terms, which you must accept. Vault22 is not liable for their actions or disputes, which you resolve directly.

9.3 Liability:

Vault22 is not liable for third-party losses, except where caused by Vault22's negligence, wilful default, or fraud, per DFSA regulations.

10. User Conduct and Obligations

10.1 Compliance:

Use Service Channels responsibly, adhering to DFSA and FAIS regulations. Prohibited actions include:

• Using automated tools (e.g., bots) to access Service Channels.
• Transmitting malware or viruses.
• Attempting unauthorized access or reverse engineering.
• Posting unlawful or defamatory content.

10.2 Investment Obligations:

You warrant:

• You are over 18 and authorized to enter these Terms.
• You have not been suspended from Vault22 or Regulated Third Party Provider services.
• You are the sole owner of funds and not a U.S. resident.
• You will provide accurate AML and tax information, per DFSA requirements.
• Borrowing to fund investments is discouraged; you are liable for loan repayments.

11. Disclaimer

11.1 Service Channels are "as is" and "as available," without warranties of accuracy or fitness, per DFSA and FAIS disclaimers. Vault22 disclaims liability for:

• Errors, interruptions, or inaccuracies
• Losses from unauthorized access, volatility, or third-party actions
• Failure to achieve investment goals

11.2 Content (e.g., stock reports) is general information, not advice. Reliance is at your risk, per DFSA Rules.

12. Communications

Vault22 sends communications via email, SMS, or electronic means, in English, per DFSA requirements. You consent and can manage preferences through Service Channels.

13. Intellectual Property Rights

13.1 Ownership:

All Service Channel intellectual property is owned or licensed by Vault22. Unauthorized use is prohibited.

13.2 User Content:

Submitting Content grants Vault22 a non-exclusive, royalty-free license for Service delivery. Content must not violate DFSA or FAIS regulations.

14. Limitation of Liability

14.1 Vault22 and affiliates are not liable for indirect, incidental, or consequential damages (e.g., lost profits), except as required by DFSA or FAIS regulations.

14.2 Vault22 is not liable for losses from:

• Your actions or omissions
• Reliance on Services or information
• Unauthorized access or errors
• Market conditions or third-party actions

14.3 Direct damage liability is capped at R5000.00 (or AED equivalent), per DFSA limits.

15. Conflicts of Interest

Vault22 maintains internal policies to identify, manage, and mitigate conflicts of interest in accordance with DFSA COB Rules. These include:

• Separation of Islamic and conventional business activities
• Restrictions on staff dealing where conflicts exist
• Disclosure of material conflicts that cannot be eliminated
• Framework ensuring that Islamic Window decisions are not influenced by conventional product economics

Vault22 may decline to act where a conflict cannot be effectively mitigated.

16. Indemnification

You indemnify Vault22 against claims, liabilities, or expenses from your Service Channel use, Terms breach, or DFSA/FAIS regulation violations.

17. Modification of Services for Legal Compliance

Vault22 may modify, suspend, or discontinue Services without notice to comply with DFSA or FAIS regulations or avoid intellectual property claims. Vault22 is not liable for losses.

18. Termination

18.1 By You:

Terminate use via Service Channels, with 30 days' notice for Investment Accounts. Fund redemption follows Regulated Third Party Provider terms, per DFSA Rules.

18.2 By Vault22:

Vault22 may terminate access for Terms or DFSA/FAIS violations, with immediate effect for:

• Non-payment or breach after notice.
• Suspected fraud, security breaches, or financial crime.
• AML or sanctions non-compliance.
• Insolvency proceedings.

18.3

Accounts are closed upon termination, with data retained per DFSA and FAIS requirements.

19. Breach of Terms

Breaches unremedied within 14 days of notice allow termination or specific performance, per DFSA and FAIS regulations.

20. Governing Law and Dispute Resolution

20.1 South African law governs, with disputes resolved in South African courts, except for DFSA-regulated services, which are governed by DIFC law and subject to DIFC Courts (Small Claims Tribunal for disputes under AED 1,000,000).

21. Notices and Contact Information

21.1 Notices are sent to your registered email, per DFSA requirements.

21.2 Contact:

Email: support@vault22.com

South Africa: Innovation City Darter Studios, Darter Road, Longkloof, Gardens, Cape Town, 8001.

DIFC: Innovation Hub, Office 705, DIFC, Dubai, UAE

22. Force Majeure

Vault22 is not liable for failures due to events beyond its control (e.g., acts of God), per DFSA and FAIS exemptions.

23. General Provisions

23.1 Entire Agreement: These Terms and Privacy Policy are the full agreement, compliant with DFSA and FAIS.

23.2 Severability: Invalid provisions do not affect others.

23.3 Assignment: Vault22 may assign rights with 30 days' notice, per DFSA Rules.

23.4 Support: Email support@vault22.com (09:00–17:00 SAST, or UAE Monday–Friday, excluding holidays). Resolution is not guaranteed, per DFSA disclaimers.

24. Consent to Account Access

24.1 Purpose of Access

By contacting Vault22's support team ("Support Services"), you expressly acknowledge and consent that, where necessary for the resolution of your query, investigation of technical or transactional issues, compliance verification, or fulfilment of regulatory obligations under Applicable Regulations, Vault22 staff may access your Investment Account(s), Account Information, and related Personal Information.

24.2 Scope of Consent

Access is limited strictly to the minimum data required to:

1. verify your identity;
2. investigate and resolve the specific issue raised;
3. ensure compliance with Anti-Money Laundering, Counter-Terrorist Financing, sanctions screening, and fraud-prevention obligations; and
4. provide confirmation of the outcome of the support request.

Vault22 will not access, amend, or execute instructions on your behalf unless such instructions are expressly confirmed by you in writing, recorded telephonically, or authenticated via the Service Channels.

24.3 Safeguards and Controls

All access is logged, monitored, and subject to audit trails retained in accordance with the DFSA Rules, DIFC Data Protection Law No. 5 of 2020, and POPIA, 2013. Vault22 staff are bound by confidentiality undertakings, data protection policies, and internal access-control frameworks to ensure that no unauthorized disclosure, alteration, or misuse occurs. Copies of access logs may be requested by you in writing and will be provided within a reasonable timeframe, subject to Applicable Regulations.

24.4 Regulatory Basis

This consent is granted in compliance with:

South Africa: the Financial Advisory and Intermediary Services Act, 2002 (FAIS Act), and the Protection of Personal Information Act, 2013 (POPIA), which require explicit client consent for processing and accessing Personal Information.

DIFC/DFSA: the DIFC Data Protection Law No. 5 of 2020 and DFSA Conduct of Business Module (COB), which require lawful basis, proportionality, and client consent for processing and access.

24.5 Withdrawal of Consent

You may withdraw this consent at any time by providing written notice to Vault22 at support@vault22.com. Withdrawal shall not affect the lawfulness of access or processing conducted prior to such withdrawal, nor will it relieve Vault22 of any regulatory obligation requiring continued access, monitoring, or retention.

24.6 Acknowledgment of Risk

You acknowledge that refusal or withdrawal of consent may impair Vault22's ability to provide Support Services, investigate account irregularities, or comply with Applicable Regulations. In such cases, Vault22 shall not be liable for delays, inability to resolve issues, or any resulting loss.

24.7 Survival

This consent remains valid for the duration of your contractual relationship with Vault22 and survives termination of these Terms for so long as Vault22 is required to retain data or maintain auditability under the FAIS Act, POPIA, DFSA Rules, or DIFC law.

25. No Fiduciary Relationship

You acknowledge and agree that Vault22 does not owe you any fiduciary duty or fiduciary-type obligations. Vault22 provides services strictly on a commercial and contractual basis, and nothing in these Terms, the provision of Services, or any communication from Vault22 shall be construed as creating a fiduciary, trustee, agent, or advisory relationship beyond Vault22's express regulatory permissions under DFSA Rules. You remain solely responsible for your investment decisions and actions.

26. No Monitoring Duty or Obligation to Warn

Vault22 has no obligation to monitor your Investment Account(s), market conditions, product performance, or financial position, nor does Vault22 have any duty to warn you of actual or potential losses, adverse events, or risks associated with any Financial Instrument. You acknowledge that continuous monitoring, portfolio management, or loss-prevention responsibilities are not provided unless explicitly stated in writing and permitted under DFSA Rules.

27. Client Classification

Vault22 relies on the information you provide for the purpose of DFSA client classification. Vault22 makes no warranty, express or implied, regarding the accuracy, completeness, or truthfulness of the information you submit. Vault22 shall not be liable for any misclassification, loss, or regulatory consequence arising from inaccurate or incomplete information provided by you. You are solely responsible for maintaining accurate classification data at all times.

28. Financial Promotions

You acknowledge that any marketing material, illustration, projection, or promotional communication made available through the Service Channels is provided for general informational purposes only and does not constitute advice, a recommendation, or an offer to transact. In the event of inconsistency between promotional material and these Terms, these Terms shall prevail. Vault22 disclaims liability for reliance on any marketing information not expressly incorporated into these Terms.

All financial promotions, marketing communications, statements, illustrations, projections, and any other promotional materials made available by Vault22 Financial Ltd ("Vault22") through the Website, Mobile Application, or any communication channel are issued in accordance with the Dubai Financial Services Authority (DFSA) Conduct of Business Module (COB), particularly COB Rule 3.4 (Fair, Clear, and Not Misleading Communications).

Nothing contained in any financial promotion shall be construed as investment advice, a personal recommendation, an offer to buy or sell, or a solicitation to engage in any transaction unless expressly stated and permitted under Vault22's DFSA authorisations. All promotions are prepared for general informational purposes only and may not be suitable for your specific financial circumstances, objectives, or risk tolerance.

Vault22 does not guarantee the accuracy, completeness, or timeliness of any promotional materials, and such content may be based on publicly available information or third-party data providers. Any illustration of past performance, hypothetical scenarios, or forward-looking statements is provided for explanatory purposes only and does not represent a reliable predictor of future results. All investment values may rise or fall, and you may lose all or part of your investment.

Where required under DFSA Rules, risk warnings shall be displayed with equal prominence to promotional statements. If any financial promotion conflicts with these Terms, the Terms shall prevail. By accessing Vault22's promotional content, you acknowledge that you remain solely responsible for obtaining independent financial, legal, tax, and regulatory advice before acting on any promotional communication.

29. General Risk Warning

All investments involve risk, including the potential loss of principal. Past performance is not indicative of future results. Prices may rise or fall due to market volatility, liquidity constraints, macroeconomic conditions, corporate actions, or other factors. You acknowledge that:

• investment values can fluctuate;
• you may lose some or all invested funds;
• returns are not guaranteed;
• delays, execution differences, or slippage may occur; and
• you remain solely responsible for evaluating the suitability of any product or transaction.

30. No Guarantee of Service Availability

Vault22 does not guarantee uninterrupted access to the Service Channels, nor does it warrant that the Service Channels will always be operational, error-free, secure, or free from disruption. Maintenance, regulatory requirements, technical failures, force majeure events, or third-party outages may result in temporary suspension or delays.

Vault22 shall not be liable for losses arising from service interruptions, downtime, or inaccessibility of features. Vault22 may, where required under DFSA Rules or other Applicable Regulations, disclose to relevant authorities any material cyber incident, operational disruption, or security breach affecting the Service Channels. Such disclosure obligations do not create any duty towards you, nor do they constitute an undertaking to notify you before or after such reporting, except where legally mandated.

31. Professional Content Not Intended for Retail Reliance

Certain content, commentaries, or data available through the Service Channels may be designed for Professional Clients or institutional audiences. Retail Clients must not rely on such content unless it is explicitly marked as suitable for Retail Clients. Vault22 is not liable for misinterpretation or misuse of materials intended for non-retail audiences. For the purposes of this clause, the terms 'Retail-Suitable Content' and 'Professional Content' shall have the meanings assigned to them in Section 2 (Definitions).

32. Regulatory and Tax Disclaimer

Laws, regulations, and tax treatments may change at any time, and Vault22 does not guarantee the current or future regulatory status or tax implications of any Financial Instrument or product. You remain solely responsible for obtaining independent tax, legal, or regulatory advice relevant to your jurisdiction.