Terms of Service

These Terms of Service ("Terms") govern your access to and use of the services, platform, and products provided by Tramia Limited ("Tramia," "we," "us," or "our"). By accessing or using our services, you agree to be bound by these Terms.

1. Definitions

• "Platform" means Tramia's digital asset infrastructure, including APIs, dashboards, and related services.
• "Client" means an organization that has entered into a service agreement with Tramia.
• "End User" means a customer of a Client who accesses services through the Platform.
• "Virtual Assets" means digital representations of value that can be digitally traded or transferred, including but not limited to cryptocurrencies and tokenized assets.
• "Services" means the digital asset infrastructure services provided by Tramia, including wallet services, trading, tokenization, and compliance tools.

2. Eligibility

2.1 Client Eligibility

To use our Services as a Client, you must:

• Be a legally registered organization in good standing
• Have the legal authority to enter into these Terms
• Obtain and maintain all necessary licenses and approvals required for your intended use of the Services
• Not be located in, or a national of, any country subject to comprehensive sanctions

2.2 Compliance Obligations

Clients are responsible for ensuring their use of the Platform complies with all applicable laws and regulations, including but not limited to:

• Anti-money laundering (AML) and counter-terrorism financing (CTF) requirements
• Know Your Customer (KYC) obligations
• Securities and capital markets regulations
• Data protection and privacy laws

3. Services

3.1 Service Description

Tramia provides digital asset infrastructure services including:

• Digital wallet creation and management
• Trading engine and order matching
• Asset tokenization platform
• Compliance and regulatory reporting tools
• API access and integration support

3.2 Service Availability

We strive to maintain high availability of our Services but do not guarantee uninterrupted access. We may modify, suspend, or discontinue Services with reasonable notice, except in emergency situations.

3.3 Service Level Agreement

Specific service levels, uptime commitments, and support terms are defined in your Service Agreement with Tramia.

4. Client Responsibilities

4.1 Account Security

You are responsible for:

• Maintaining the confidentiality of API keys and credentials
• Implementing appropriate security measures for your systems
• Promptly notifying us of any security breaches or unauthorized access
• All activities that occur under your account

4.2 End User Management

Clients are responsible for:

• Conducting appropriate KYC/AML verification of End Users
• Ensuring End Users agree to appropriate terms of service
• Providing accurate information about End Users when required
• Managing End User complaints and disputes

4.3 Prohibited Activities

You agree not to use the Services for:

• Money laundering, terrorist financing, or other illegal activities
• Circumventing sanctions or export controls
• Market manipulation or fraudulent trading practices
• Unauthorized access to systems or data
• Any purpose that violates applicable laws or regulations

5. Fees and Payment

5.1 Fees

Fees for Services are set forth in your Service Agreement. We may modify fees with 30 days' notice.

5.2 Payment Terms

Unless otherwise specified in your Service Agreement:

• Invoices are issued monthly in arrears
• Payment is due within 30 days of invoice date
• Late payments may incur interest at 2% per month
• We may suspend Services for accounts more than 60 days overdue

5.3 Taxes

Fees are exclusive of applicable taxes. You are responsible for paying all taxes associated with your use of the Services.

6. Intellectual Property

6.1 Tramia IP

Tramia retains all rights to the Platform, including software, documentation, trademarks, and other intellectual property. Nothing in these Terms grants you ownership rights in our intellectual property.

6.2 License Grant

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable license to access and use the Services for your internal business purposes.

6.3 Client Data

You retain ownership of data you submit to the Platform. You grant Tramia a license to use such data as necessary to provide the Services.

7. Confidentiality

Each party agrees to protect the confidential information of the other party with at least the same degree of care it uses to protect its own confidential information. Confidential information may only be used for purposes of performing under these Terms.

8. Warranties and Disclaimers

8.1 Our Warranties

We warrant that:

• We will provide the Services with reasonable skill and care
• The Services will substantially conform to the documentation
• We have the right to provide the Services

8.2 Disclaimers

EXCEPT AS EXPRESSLY PROVIDED, THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

We do not warrant that:

• The Services will be uninterrupted or error-free
• The Services will meet your specific requirements
• Any defects will be corrected

9. Limitation of Liability

9.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, DATA, OR BUSINESS OPPORTUNITIES.

9.2 Liability Cap

OUR TOTAL LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE FEES PAID BY YOU IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

9.3 Exceptions

The limitations in this section do not apply to:

• Breaches of confidentiality obligations
• Indemnification obligations
• Fraud or willful misconduct
• Infringement of intellectual property rights

10. Indemnification

You agree to indemnify and hold harmless Tramia from any claims, damages, losses, and expenses (including reasonable legal fees) arising from:

• Your use of the Services
• Your breach of these Terms
• Your violation of any applicable law or regulation
• Claims by your End Users

11. Term and Termination

11.1 Term

These Terms remain in effect until terminated. Your Service Agreement will specify the initial term and renewal provisions.

11.2 Termination for Convenience

Either party may terminate with 90 days' written notice, unless otherwise specified in your Service Agreement.

11.3 Termination for Cause

Either party may terminate immediately if the other party:

• Materially breaches these Terms and fails to cure within 30 days of notice
• Becomes insolvent or subject to bankruptcy proceedings
• Engages in illegal activities through the Services

11.4 Effect of Termination

Upon termination:

• Your access to the Services will be suspended
• You must pay all outstanding fees
• We will provide reasonable assistance to migrate your data
• Provisions that by their nature should survive will remain in effect

12. Regulatory Compliance

Tramia operates in compliance with Kenyan law and regulations. We may be required to:

• Report suspicious transactions to the Financial Reporting Centre
• Comply with requests from regulatory authorities
• Implement changes required by new regulations
• Suspend or terminate accounts as required by law

13. Dispute Resolution

13.1 Governing Law

These Terms are governed by the laws of Kenya, without regard to conflict of law principles.

13.2 Arbitration

Any dispute arising from these Terms shall be resolved by binding arbitration administered by the Nairobi Centre for International Arbitration, in accordance with its rules.

13.3 Jurisdiction

For matters not subject to arbitration, the courts of Kenya shall have exclusive jurisdiction.

14. General Provisions

14.1 Entire Agreement

These Terms, together with your Service Agreement, constitute the entire agreement between the parties regarding the subject matter hereof.

14.2 Amendments

We may amend these Terms by posting updated terms on our website. Material changes will be notified 30 days in advance.

14.3 Assignment

You may not assign these Terms without our prior written consent. We may assign these Terms to an affiliate or in connection with a merger or acquisition.

14.4 Severability

If any provision of these Terms is found unenforceable, the remaining provisions will continue in effect.

14.5 Waiver

Failure to enforce any right under these Terms does not constitute a waiver of that right.

15. Contact Information

For questions about these Terms, please contact:

Tramia Limited
Legal Department
Email: legal@tramia.io
Address: Westlands Business Park, Waiyaki Way, Nairobi, Kenya