Ofza Code of Conduct Policy | Ethical Trading & VARA Compliance

CODE OF CONDUCT POLICY

INTRODUCTION

This Code of Conduct Policy (“Policy”) outlines the standards of behaviour expected from all the participants (hereinafter referred to as “User(s)”, “You”, “Your”) of the trading venue operated by OFZA FINTECH VIRTUAL ASSET EXCHANGE SERVICES L.L.C (hereinafter referred to as “OFZA”, “We”, “Our”) .

OFZA reserves the powers to implement and/or reserves the right to suspend or terminate the accounts of users who violate this Code of Conduct or any applicable laws or regulations. Such actions will be taken in accordance with VARA guidelines and procedures. Participants in its trading venue who breach any Regulations, Rules, or Directives as stipulated by VARA (Virtual Assets Regulatory Authority), UAE Federal Laws, or any other relevant authority.

2. DEFINITIONS

Rules- “Rules” refer to the specific standards and guidelines established by OFZA that govern the conduct and activities of all participants on its trading venue. These rules are designed to ensure fair, orderly, and efficient operations within OFZA’s trading environment. They are binding on You and are enforced by OFZA.

Regulations- “Regulations” refer to the legally binding rules and standards issued by governmental or regulatory authorities that OFZA and all participants on its trading venue are required to comply with. These may include, but are not limited to, rules issued by the Virtual Assets Regulatory Authority (VARA), UAE Competent Authorities, and other relevant governmental bodies.

Directives- “Directives” refer to formal and specific instructions or requirements issued by OFZA or relevant regulatory authorities. Directives are designed to guide Your actions and conduct as participants on OFZA’s trading venue in specific circumstances and are binding.

Disciplinary actions refer to measures taken by OFZA against Users who breach this Policy, Regulations, Rules, or Directives. These actions can range from warnings and reprimands to account for suspension or termination.

“Prohibited Activities” refers to activities which are strictly forbidden and include:

(a) Harassment or discrimination based on race, gender, age, or other protected attributes.

(b) Violence, threats, or intimidation towards others.

(d) Unauthorized use or theft of company resources.

(e) Violations of privacy or confidentiality.

(f) Engaging in conflicts of interest.

(g) Non-compliance with applicable laws and regulations.

(h) an event of an enforcement proceeding, sanction, formal notification or injunction against the User by a Competent Authority

Prohibited Behaviours are user behaviours that include any act or omission that may amount to or is likely to cause a breach of our Terms and Conditions, VARA Rules and Regulations, UAE Federal Laws and applicable regulations. Prohibited Behaviours includes but are not limited to;

(a) Market manipulation

(b) Unlawful disclosure;

(d) Carrying out malicious attacks on OFZA or

(e) Any other illicit behavior which would reasonably be considered abusive and or that act against OFZA

Fraud or Fraudulent activities- shall refer to and include identity theft, unauthorized access to accounts, and any deceptive practices intended to secure an unfair or unlawful gain.

Sanctions lists- refer to the UAE Local Terrorist Lists & UNSC (United Nations Security Council) Consolidated Lists, which encompass individuals, entities, and other groups subject to measures imposed by the United Nations. These measures can include asset freezes, travel bans, and arms embargoes. For the purposes of the present policy of OFZA, any individual or entity appearing on the UNSC Consolidated Lists is deemed to be under sanction and may be subject to specific restrictions or prohibitions in line with OFZA's commitment to global regulatory compliance and international peace and security.

Products and Services – Refers to the products and services that are available on the Platform and the Website of OFZA.

Platform – Refers to the trading Platform of OFZA (https://ofza.com/en/login) which shall be used by You for the purpose of trading.

"User", "participant", "You”, and "“Your" are used interchangeably and refer to all individuals and entities that participate in the trading venue operated by OFZA.

Unauthorized Intensive Trading- Refers to excessive trading activities that are not in line with a User's typical trading pattern and might be indicative of market manipulation or other prohibited activities.

Website- It refers to the official website of OFZA, on which you shall register yourself and thereby use the Services of OFZA.

Terms and Conditions: It refers to the user terms and conditions on the official website of OFZA.

3. OFZA PLATFORM RULES AND REGULATION

By using OFZA's services, you agree to the following:

(a) Eligibility: You must be 18 years or older to use the platform.

(b) Prohibited Activities and Behaviours: You must not engage in money laundering, terrorist financing, or other unlawful activities.

(c) Sanctions Compliance: You must not be listed on any trade or economic sanctions lists maintained by competent authorities, nor engage with individuals, entities, or countries on such lists. Report any such interactions to authorities or platform administrators immediately.

(d) Legal Use: Your use of the platform must comply with OFZA's Terms and Conditions and all applicable laws, regulations, and court decisions.

(e) Prohibited Conduct: You must not use the platform for unlawful, immoral, or harmful activities, including harassment, stalking, rights violations, reverse engineering, or distributing obscene content, unsolicited advertisements, or defamatory material.

(f) Restrictions on Use: You may not license, sublicense, transfer, sell, reproduce, or redistribute the platform or its services.

(g) Enforcement: OFZA reserves the right to terminate accounts, block transactions, freeze funds, and report prohibited activities to authorities without notice.

4. HOW OFZA DETERMINES THE PROHIBITED ACTIVITIES ON ITS PLATFORM

OFZA identifies prohibited activities to ensure platform integrity, user safety, and regulatory compliance:

(a) Regulatory Adherence: Compliance with Anti-Money Laundering (AML), Know Your Customer (KYC) and Business (KYB), and jurisdictional financial regulations is mandatory.

(b) Risk Mitigation: Activities threatening the platform, users, or market integrity, including fraud, market manipulation, or insider trading, are banned.

(c) Market Fairness: Practices such as wash trading or front-running that distort prices or undermine fair trading are prohibited.

(d) Platform Security: Unauthorized account access, use of bots, or exploitation of trading rules is not permitted.

(e) User Trust: Spreading misinformation, deceptive claims, or scams targeting users is strictly forbidden.

(f) No Spam: Unsolicited promotions, spamming, or advertising unrelated products/services are restricted.

(g) Compliance Violations: Breaches of KYC/KYB/AML requirements, including money laundering or terrorist financing or proliferation financing, are prohibited.

5. PROHIBITION OF ILLEGAL & FRAUDULENT ACTIVITIES

(a) OFZA shall not tolerate any Illegal Activity and the use of the Platform and Services for:

The purpose of money laundering, terrorist financing, proliferation financing, and/or.

For using the funds generated from any criminal activity like fraud or market abuse practices.

(b) If OFZA is suspicious of any fraud activity on its Platform, it shall:

conduct anti-fraud checks using users' personal information.

Request its User to provide up-to-date, accurate, and complete information.

If need arises, request it’s the User to provide additional information to verify users' compliance with the Terms.

(c) Official Telephone conversations and electronic communications related to OFZA use may be recorded for anti-fraud purposes.

(d) If the Users suspect any illegal or fraudulent activities, then they:

Can communicate the illegal and fraudulent activity by addressing an email at [email protected] or alternative communication channels in website including chatbot, social media messages.

Can anonymously report the illegal and fraudulent activity by submitting the report if they do not want their identity to be revealed through an anonymous channel or on [email protected] or to [email protected] .

can provide details about the suspected activity like names, usernames, transaction details and any supporting evidence they may have.

6. CLASSIFICATION OF INFRACTIONS

Infractions are classified into:

Major Infractions: Serious violations that may result in immediate suspension or termination of the User's account.

Minor Infractions: Lesser violations that may result in warnings or reprimands.

7. INSIDER TRADING

OFZA strictly prohibits Insider Trading

(a) Insider trading refers to the act of trading based on non-public, material information about a financial instrument.

(b) All employees, stakeholders, and Users are strictly prohibited from trading on OFZA, based on insider information.

(d) Mandatory blackout periods will be enforced for Users during which they cannot trade after receiving confidential information.

8. MARKET MANIPULATION GUIDELINES

(a) Market manipulation includes activities that deceive or mislead others about the price or demand of a financial instrument.

(b) This includes, but is not limited to, wash trading (buying and selling to oneself to create fake volume), pump-and-dump schemes (inflating the price artificially and then selling), and false reporting.

(d) OFZA employs both automated and manual surveillance mechanisms to identify potential market manipulation.

(e) Suspected cases of market manipulation will be thoroughly investigated by a Market Surveillance team.

(f) Severe or repeated instances of market manipulation will be escalated to relevant authorities and may result in account suspension or legal action.

9. TRANSACTIONS WITH RELATED PARTIES

To ensure transparency and governance, OFZA enforces the following rules for transactions with Related Parties:

(a) Pre-Approval Requirement: Transactions with a Related Party exceeding 5% of OFZA's issued share capital, including contracts, agreements, or financial commitments, require prior written Board consent.

(b) Board Consent for Changes: Any significant change to the terms of these transactions, defined as alterations impacting OFZA's financial position or operations, must receive further written Board approval.

(c) Documentation: All Related Party transactions and Board consents must be documented and maintained in OFZA's records, available for review by auditors or regulatory authorities.

10. CANCELLATION OR SUSPENSION OF SERVICES

(a) OFZA reserves the right to refuse or cancel services, trades, and charge fees under various circumstances, including legal and regulatory breaches.

(b) OFZA may prohibit users from trading on the platform if they are in possession of insider information or have attempted market manipulation.

(c) OFZA may suspend all or part of the services, or user access to services, under various circumstances, including breaches of Terms, Force Majeure Events, malicious attacks, unauthorized use, necessary investigations, changes in laws and regulations, or other reasons deemed necessary by OFZA.

11. DISCIPLINARY MEASURES

To maintain compliance and integrity, OFZA may exercise the following rights and powers for violations of this Policy, Regulations, Rules, or Directives:

(a) Warnings: Issue warnings to Users for policy violations.

(b) Reprimands: Issue formal reprimands for breaches of applicable rules.

(c) Require Users to provide additional documents or acknowledge certain declarations within time frame and cooperate with OFZA (eg: sanction questionnaire)

(d) Qualification Minimums: Enforce minimum qualifications for trading activities.

(e) Remediation Plans: Mandate compliance with remediation plans for violations.

(f) Compliance Audits: Conduct scheduled and random audits to ensure adherence.

Scheduled Audits: Planned assessments of User compliance with policies and regulations.

Random Audits: Unannounced checks to detect ongoing violations.

(g) Restitution: Require Users to compensate for damages or losses caused by violations.

(h) Penalties: Impose contractually agreed penalties for breaches.

(i) Trading Conditions: Set specific conditions on Users' trading activities.

(j) Trading Prohibitions: Ban Users from trading for serious or repeated violations.

(k) Expulsions: Expel Users from the platform for severe or repeated breaches.

(l) Order Cancellation: Cancel a user’s orders and instructions for violations.

(m) suspending or terminating the users access to the Platform

(n) Reporting to VARA: Report breaches to VARA as required.

(o) Criminal Referrals: Refer suspected criminal activities to relevant authorities.

Users are expected to cooperate with OFZA during the investigation process and must provide OFZA with all information, and documents pertaining to conduct the due diligence process. OFZA reserves the right to report any Default Event and any disciplinary action taken by OFZA in respect of any such Event to the relevant Competent Authorities. OFZA will not, and has no obligation to, notify a User before reporting any such Event to any of the Competent Authorities.

12. TRADING RULES

(a) OFZA platform will be accessible 24 hours a day, 7 days a week, and 365 days a year, except for any period during which scheduled maintenance or upgrades are being carried out, or  in the event that  the Market encounters an interruption or outage that is unexpected or beyond OFZA control.

(b) Scheduled Downtime will be communicated in advance to the Users via email or notice on OFZA website platform.

13. USER NOTIFICATIONS

(a) If a User's account is suspended or terminated, OFZA shall notify the User via their registered email, with relevant information’s.

(b) Where appropriate may provide reference to the policy by sharing a link or relevant section of this Policy or the Terms and Conditions of OFZA that has been violated.

Severe Violations: Actions like fraud or market manipulation prompt stronger disciplinary measures.

Repeated Violations: Persistent breaches result in escalated consequences.

Deliberate Actions: Intentional violations of this Policy warrant stricter actions.

(c) VARA reserves the right, at its sole discretion, to implement any additional remedies or disciplinary actions against Users of the OFZA as deemed necessary. VARA may also, with its express written consent, delegate the enforcement of such remedies or disciplinary measures to OFZA.

(d) In addition to the above, VARA may require the suspension of trading of any Virtual Asset with effect from such time as it may determine, if there are reasonable grounds to suspect non-compliance with the Exchange Services Rulebook. If VARA has required the suspension of trading of any Virtual Asset, it may impose such conditions on the procedure for lifting the suspension as it considers appropriate.

14. DISCLOSURES TO VARA

OFZA will report or provide VARA with any relevant documents or information to meet its disclosure obligations upon VARA's request. This includes, but is not limited to, due diligence reports, investigation reports, and related documents

15. GRIEVANCE REDRESSAL

Users who wish to dispute fraud allegations can contact [email protected] or use any communication channel listed on our Contact us page

16. AMENDMENTS

OFZA reserves the right to amend or update this Code of Conduct Policy as necessary to remain in compliance with VARA requirements or any other applicable regulations.

17. NOTIFICATION OF POLICY UPDATES

OFZA is committed to transparency and will promptly inform users of any updates or changes to the policy. It is the user's responsibility to review and understand these updates, ensuring continued compliance and informed participation on the platform.

18. RECORD KEEPING AND RETENTION

OFZA will maintain all records including but not limited to user agreements, KYC/KYB documents, transaction activities, audit statements etc. for at least eight [8] years or longer if requested by the regulatory authority.