Last updated: 2 October 2017
These Terms and Conditions form an agreement between you (the Purchaser or You) and Dala Cayman Ltd (Issuer) containing the terms
and conditions by which you are registering to acquire Dala digital utility tokens (Dala) pursuant to the proposed generation
and sale of Dala (Token Issuance during the Token Issuance Period (defined below). These Terms and Conditions also set
out the terms and conditions by which you may access the underlying software application and blockchain protocol used to
create and distribute Dala (the Dala Platform).
Please read these Terms and Conditions carefully before using the Website (defined below), Dala Platform or registering your interest in the Token Issuance. By clicking the “I Accept” box on the page linking to these Terms and Conditions, you accept and agree to be bound by these Terms and Conditions.
Nothing in these Terms and Conditions shall be deemed to constitute a prospectus of any sort, a solicitation for investment or investment advice nor does it in any way pertain to an offering or a solicitation of an offer to buy any securities in any jurisdiction. Issuer Parties (defined below) expressly disclaim any and all responsibility for any direct or consequential loss or damage of any kind whatsoever arising directly or indirectly from: (i) reliance on any information contained in these Terms and Conditions and the White Paper (defined below), (ii) any error, omission or inaccuracy in any such information or (iii) any action resulting therefrom.
The following words and phrases used in these Terms and Conditions have the meanings set forth below –
- Ethereum or Ethereum platform means the open-source, public, blockchain-based distributed computing platform featuring smart contract (scripting) functionality;
- Issuer means Dala Cayman Ltd, an exempted company incorporated in the Cayman Islands with registration number BM-327404;
- Issuer Parties means Issuer and Newtown Partners Pty Ltd;
- Maximum Threshold means the amount of Dala that must be issued by Issuer upon the Token Issuance Closing at the price per Dala set out in the White Paper, being 300,000,000 Dala.
- Newtown Partners Pty Ltd means Newtown Partners Proprietary Limited, a private company incorporated in terms of the laws of South Africa, registration number 2012/163923/07;
- Terms and Conditions means these Terms and Conditions, any terms expressly incorporated herein and such other rules, policies or procedures that may be issued by Issuer and published on the Website from time to time;
- Token Issuance Closing means the closing of the Token Issuance and the recording of the issuance of Dala on the Ethereum blockchain;
- Token Issuance Period means the period,
- commencing on the date that Dala is offered for sale by Issuer to early registered purchasers Pre-Sale Date
- through the date that Dala is formally offered for sale by Issuer to all other members of the public (Token Issuance Date) and
- concluding on the date of the Token Issuance Closing (Token Issuance Closing Date)
- Token Distribution Period has the meaning set forth below;
- Token Purchase Agreement means the agreement between you and Dala effective as of the Token Issuance Closing Date pursuant to which you will agree to purchase Dala upon the Token Issuance Closing;
- Wala means Basic Transfer, Inc. incorporated in Delaware, US with file number 5589239 and the Dala launch partner of the Issuer in Africa. Wala is not the Issuer and is not responsible for the Token Issuance.
- Website means the website located at https://tokensales.newtownpartners.com/ which is owned and operated by Newtown Partners (Pty) Ltd; and
- White Paper means the most current version of the Dala Utility Token Whitepaper, available at
By registering for an account with Issuer by clicking the “I Accept” box on the page linking to these Terms and Conditions, you hereby offer to acquire the amount of Dala set out in this registration form in accordance with the terms of the Token Purchase Agreement.
Dala purchase process
- Acceptance: Your offer to purchase Dala will be considered as duly accepted upon the completion of the following steps:
- You register for an account on the Website;
- You agree to the Token Purchase Agreement;
- You transfer the amount of Ether set out in the Token Purchase Agreement to Issuer’s receiving Ethereum address specified in the Token Purchase Agreement and that transfer has been confirmed on the Ethereum blockchain; and
- The Token Issuance Closing.
- Token Issuance Period: The Token Issuance Period will commence on the Pre-Sale Date and will end on the date which is the earlier of:
- the date the Maximum Threshold is met; or
- Token Issuance Closing Date.
- Registration of account: In order to acquire Dala during the token sale, you must first create an account on the Website by I Accept” box on the page linking to these Terms and Conditions. By creating an account on the Website you are agreeing to: (a) provide accurate, current and complete information; (b) maintain and promptly update your account information to keep it accurate, complete, and current; (c) maintain the security and confidentiality of your login credentials and restrict access to your account and (d) take responsibility for all activities that occur under your account and accept all risks of unauthorized access.
Dala distribution and allocation
Issuer intends to allocate and distribute Dala in accordance with the terms of the White Paper as described in the section entitled
“Token Issuance”, which includes details regarding the timing and tranches of distribution of Dala (Token Distribution Period),
pricing of Dala and the amount of Dala that will be distributed. During the Token Distribution Period, the Issuer Parties
will provide specific procedures on how you should purchase Dala. By purchasing Dala, you acknowledge and agree and have no
objection to such procedures and material specifications. Failure to follow the procedures described above may result in you
not receiving any Dala. The receipt or purchase of Dala through any other means other than through the Website is not sanctioned
or agreed to in any way by the Issuer.
In the event the Maximum Threshold is not obtained by the end of the Token Issuance Closing Date, Issuer may, in its sole discretion, not complete the Token Issuance, and in such event all cryptocurrencies and fiat submitted by you will be refunded by Issuer promptly following the Token Issuance Closing Date, less all reasonable transaction costs incurred by Issuer during the Token Issuance.
- Appropriate measures: You will implement reasonable and appropriate measures designed to secure access to any device associated with the email address associated with your account and your username, password and any other login or identifying credentials.
- Security breach: You will promptly notify Issuer if you discover or otherwise suspect any security breaches related to your account.
- Providing access to your account: In the event that you are no longer in possession of any device associated with your account or are not able to provide your login or identifying credentials, Issuer Parties may, in their sole discretion, grant access to your account to any party providing additional credentials to the Issuer Parties. The Issuer Parties explicitly reserve the right to determine the additional credentials required, which may include, without limitation, a sworn, notarized statement of identity.
- Request data: The Issuer Parties reserve their right to request documentation, described in paragraph 7.2, prior to activating your account or using any services, available through the Website. The Issuer Parties may refuse you access should they have doubts as to validity, authenticity and genuineness of the documents, provided by you.
- Information provided during Token Issuance Period: You agree that the Issuer Parties will process all personal data you provide or make available during the Token Issuance Period, including your:
- name and surname;
- country of residence/nationality;
- scanned government issued ID (which must be valid for at least 6 months as of uploading date);
- date of birth (if not available on the ID document);
- proof of residency, which will be provided with any of the following documents:
- Bank statement of your current account;
- Credit card statement;
- Loan-related documents from a bank;
- Utility bill;
- Broadband home internet bill, landline phone bill;
- Tax return, council tax bill;
- Government-issued certificate of residency;
- mobile phone number; and
- selfie photograph of you.
- Information provided during operation of Website: In addition to the information set out in paragraph 7.2, the Issuer Parties collect information from the operation of the Website and the Dala Platform. When you visit the Website, the Issuer Parties collect information sent by your computer, mobile phone, or other access device. This information may include your IP address, device information including, but not limited to, identifier, name, and type, operating system, mobile network information and standard web log information, such as your browser type, and the pages you accessed on our website. When you use a location-enabled device with the Website, we may collect geographical location data or use various means to determine the location, such as sensor data from your device that may, for instance, provide data on nearby cell towers and wi-fi access spots. When you access the Website, the Issuer Parties or their applicable third party service providers on behalf of the Issuer Parties may place small data files called cookies on your computer or other device. The Issuer Parties use these technologies to recognize you as a user; customize the Website and advertising; measure promotional effectiveness and collect information about your computer or other access device to mitigate risk, help prevent fraud, and promote trust and safety.
- Processing of personal data: Processing of personal data is any operation or set of operations which is performed upon personal data, whether or not by automatic means, such as collection, recording, organization, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, erasure or destruction. The Issuer Parties may share your personal data with third parties in order to complete the Token Issuance reveal or suppress fraud or fix technical bugs or eliminate security problems. Issuer will disclose your personal data to Issuer Parties in so far as is necessary to complete the Token Issuance and fulfil the purposes set out above. The processing of your personal information shall otherwise be in accordance with the terms of the Issuer Parties’ privacy policies in effect from time to time.
- Purpose of processing personal data: You agree that the Issuer Parties will process your personal data to market, conduct and perform technical analysis on the completion of the Token Issuance. Processing of your personal data will also be carried out in order to: (a) fulfil the the Issuer Parties’ obligations under these Terms and Conditions and under applicable law (including to comply with applicable anti-money laundering requirements); (b) complete your registration; (c) provide technical support and (d) to assist Issuer in the development of the Dala Platform and the performance of the activities set out in the White Paper.
- Advertising: You acknowledge and agree that you may to receive commercial electronic messages and advertising materials from the Issuer Parties or third parties by order of the Issuer Parties on the e-mail address and the mobile phone number that you provided to the Issuer Parties throughout the use of the Website. At any time you will be entitled to withdraw your consent to receive such materials by following the instructions provided in materials.
- White Paper: Issuer has prepared the White Paper, which is available at https://tokensale.getwala.com/dalawhitepaper.pdf,
describing matters relating to the Dala Platform and Dala. The White Paper, as it may be amended from time to time, is hereby incorporated by reference.
You acknowledge that you have read and understand the White Paper and its contents.
- Disclosures regarding Dala
- Nature of Dala: (a) Dala is a utility token
Dala is a utility token that afford Dala holders to execute certain functions on the Dala Platform. Holders of Dala are entitled to access the full functionality of the Dala Platform.
- Dala are non-refundable: The Issuer is not obliged to provide Dala holders with a refund for any reason, and Dala holders will not receive money or other compensation in lieu of a refund. Statements set out in the White Paper are merely expressions of the Issuers’ objectives and desired work plan to achieve those objectives, and no promises of future performance or price are or will be made in respect to Dala, including no promise of inherent value and no guarantee that Dala will hold any particular value.
- Dala provided on “as is” basis: Dala are provided on an “as is” basis. The Issuer Parties and Wala, and each of their respective directors, officers, advisors, employees, shareholders, affiliates and licensors make no representations or warranties of any kind, whether express, implied, statutory or otherwise regarding the Dala, including any warranty that Dala and the Dala Platform will be uninterrupted, error-free or free of harmful components, secure or not otherwise lost or damaged. Except to the extent prohibited by applicable law, the Issuer Parties and Wala, and each of their respective directors, officers, advisors, employees, shareholders, affiliates and licensors disclaim all warranties, including any implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, or quiet enjoyment, and any warranties arising out of any course of dealings, usage or trade.
- Dala may have no value: Dala may have no value and there is no guarantee or representation of liquidity for Dala. The Issuer is not and shall not be responsible for or liable for the market value of the Dala, the transferability and/or liquidity of Dala and/or the availability of any market for Dala through third parties or otherwise.
- Lack of development of market for Dala: There are no warranties that Dala will be listed or made available for exchange for other cryptocurrencies and/or fiat money. It shall be explicitly cautioned that if Dala are available on any exchange, such exchange, if any, may not be subject to regulatory oversight, and the Issuer does not give any warranties in relation to any exchange services providers. Because there has been no prior public trading market for Dala, the Token Issuance may not result in an active or liquid market for Dala, and the price of Dala may be volatile. Dala holders may not be able to dispose of Dala easily and where no secondary market develops, a Dala holder may not be able to liquidate at all.
- Risks relating to highly speculative prices: The valuation of cryptocurrencies and digital tokens in secondary markets is usually not transparent, and highly speculative. Dala do not hold any ownership rights to the Issuer’s assets and, therefore, are not backed by any tangible asset. The value of Dala in secondary markets, if any, may fluctuate greatly within a short period of time. There is a high risk that Purchasers may lose their entire contribution amount. In the worst-case scenario, Dala could be rendered worthless.
- Force majeure: The Token Issuance and the performance of the Issuer or Wala’s activities set out in the White Paper development roadmap may be interrupted, suspended or delayed due to force majeure circumstances. For the purposes of this White Paper, force majeure shall mean extraordinary events and circumstances which could not be prevented by the Issuer or Wala and shall include: changes in market forces or the technology, acts of nature, wars, armed conflicts, mass civil disorders, industrial actions, epidemics, lockouts, slowdowns, prolonged shortage or other failures of energy supplies or communication service, acts of municipal, state or federal governmental agencies, other circumstances beyond the Issuer or Wala’s control, which were not in existence at the time of Token Issuance.
- Governmental disclosures
- Risk of unfavorable regulatory action in one or more jurisdictions: The regulatory status of cryptographic tokens, digital assets, and blockchain technology is undeveloped, varies significantly among jurisdictions and is subject to significant uncertainty. It is possible that certain jurisdictions may adopt laws, regulations, policies or rules directly or indirectly affecting the Bitcoin and Ethereum network, or restricting the right to acquire, own, hold, sell, convert, trade, or use Dala. Developments in laws, regulations, policies or rules may alter the nature of the operation of the blockchain network upon which the Dala are dependent.
There can be no assurance that governmental authorities will not examine the operations of the Issuer or Wala and/or pursue enforcement actions against the Issuer and/or Wala. All of this may subject the Issuer and/or Wala to judgments, settlements, fines or penalties, or cause the Issuer and/or Wala to restructure their operations and activities or to cease offering certain products or services, all of which could harm the Issuer and/or Wala’s reputations or lead to higher operational costs, which may, in turn, have a material adverse effect on Dala and/or the development of the Dala Platform.
- Purchaser bears responsibility of legal categorisation: There is a risk that Dala might be considered a security in certain jurisdictions, or that they might be considered to be a security in the future. The Issuer does not provide any warranty or guarantee as to whether Dala will be a security in the jurisdiction of the Purchaser. Each Purchaser will bear all consequences of Dala being considered a security in their respective jurisdiction and will be responsible to confirm if the acquisition and/or disposal of Dala is legal in its relevant jurisdiction, and each Purchaser undertakes not to use Dala in any jurisdiction where doing so would be unlawful. If a Purchaser establishes that the purchase or use of Dala is not legal in its jurisdiction, it should not acquire Dala and immediately stop using or possessing Dala.
Acquiring Dala in exchange for cryptocurrencies will most likely continue to be scrutinized by various regulatory bodies around the world, which may impact the usage of Dala. The legal ability of the Issuer to provide or support Dala or the Dala Platform in some jurisdictions may be eliminated by future regulation or legal actions. In the event the Issuer determines that the purchase or usage of Dala is illegal in a jurisdiction, the Issuer may cease operations in that jurisdiction, or adjust Dala in a way to comply with applicable law.
- Purchaser bears responsibility for complying with transfer restrictions: Dala may be placed on third-party exchanges, giving future purchasers and users an opportunity to openly buy Dala. A user seeking to enter the Dala Platform following the Token Issuance will have to buy Dala on such exchanges. Conversely, Dala may be sold on such exchanges if the holder of Dala would like to exit the Dala Platform ecosystem. Existing laws on the circulation of securities in certain countries, such as the United States of America and Singapore, may prohibit the sale of Dala to the residents of those countries. When buying Dala, the Purchaser should be aware of the restrictions on their subsequent sale.
- General security risks
- Risk of theft and hacking: Token generation events and token sales are often targeted by hackers and bad actors. Hackers may attempt to interfere with the Purchaser’s token wallet used to store the private keys to Dala, which may be accessible via Wala’s Financial Platform or through other partner applications that make use of the Dala API (Purchaser’s Wallet), the Dala Smart Contract or the availability of Dala in any number of ways, including without limitation denial of service attacks, Sybil attacks, spoofing, smurfing, malware attacks, or consensus-based attacks. Any such attack may result in theft of Purchaser’s Dala.
- Failure to map a public key to Purchaser’s Wallet: Failure of the Purchaser to map a public key to such Purchaser’s Wallet may result in third-parties being unable to recognize buyer’s Dala balance on the Ethereum blockchain when and if they configure the initial balances of a new blockchain based upon the Dala Platform.
- Risk of incompatible wallet service: The wallet or wallet service provider used for the acquisition and storage of Dala has to be technically compatible with Dala. The failure to assure this may result in the Purchaser not being able to gain access to its Dala.
- Risk of weaknesses or exploitable breakthroughs in the field of cryptography: Advances in cryptography, or other technical advances such as the development of quantum computers, could present risks to cryptocurrencies, Ethereum and Dala, which could result in the theft or loss of Dala.
- Internet transmission risks: There are risks associated with using Dala including, but not limited to, the failure of hardware, software, and internet connections. The Issuer shall not be responsible for any communication failures, disruptions, errors, distortions or delays you may experience when using the Dala Platform, howsoever caused. Transactions in cryptocurrencies and utility tokens may be irreversible, and, accordingly, losses due to fraudulent or accidental transactions may not be recoverable. Cryptocurrency transactions are deemed to be made when recorded on a public ledger, which is not necessarily the date or time when the transaction is initiated.
- Dala Platform disclosures
- Risks associated with the Dala Smart Contract and associated software and/or infrastructure: The Dala Smart Contract is based on the Ethereum blockchain. As such, any malfunction, unintended function or unexpected functioning of the Ethereum protocol may cause Dala and/or the Dala Platform to malfunction or function in an unexpected or unintended manner.
The Ethereum blockchain rests on open source software, and accordingly there is the risk that the Dala Smart Contract may contain intentional or unintentional bugs or weaknesses which may negatively affect Dala or result in the loss or theft of Dala or the loss of ability to access or control Dala. In the event of such a software bug or weakness, there may be no remedy and Dala holders are not guaranteed any remedy, refund or compensation.
Ether, the native unit of account of Ethereum may itself lose value in ways similar to Dala, and also other ways. More information about Ethereum is available at
- Irreversible nature of blockchain transactions: Transactions involving Dala that have been verified, and thus recorded as a block on the blockchain, generally cannot be undone. Even if the transaction turns out to have been in error, or due to theft of a user’s Dala, the transaction is not reversible. Further, at this time, there is no governmental, regulatory, investigative, or prosecutorial authority or mechanism through which to bring an action or complaint regarding missing or stolen cryptocurrencies and digital tokens. Consequently, the Issuer may be unable to replace missing Dala or seek reimbursement for any erroneous transfer or theft of Dala.
- Amendments to protocol: The development team and administrators of the source code for the Ethereum blockchain or the Dala Smart Contract could propose amendments to such network’s protocols and software that, if accepted and authorized, or not accepted, by the network community, could adversely affect the supply, security, value, or market share of Dala.
- Risk of mining attacks: As with other decentralized cryptocurrencies, the Ethereum blockchain, which is used for Dala, is susceptible to mining attacks, including but not limited to double-spend attacks, majority mining power attacks, “selfish-mining” attacks, and race condition attacks. Any successful attacks present a risk to Dala, expected proper execution and sequencing of Dala, and expected proper execution and sequencing of Ethereum contract computations in general. Despite the efforts of the Issuer and the Ethereum Foundation, the risk of known or novel mining attacks exists. Mining attacks, as described above, may also target other blockchain networks, with which the Dala interact with and consequently the Dala may be impacted also in that way to the extent described above.
- Issuer disclosures
- Dependence on management team: The ability of the Dala Platform project team which is responsible for maintaining the competitive position of the Dala Platform is dependent to a large degree on the services of a senior management team. The loss or diminution in the services of members of such senior management team or an inability to attract, retain and maintain additional senior management personnel could have a material adverse effect on the Dala Platform. Competition for personnel with relevant expertise is intense due to the small number of qualified individuals, and this competition may seriously affect the Issuer’s ability to retain its existing senior management and attract additional qualified senior management personnel, which could have a significant adverse impact on the Dala Platform.
- Risks related to reliance on third parties: Even if completed, the Dala Platform will rely, in whole or partly, on third-parties to adopt and implement it and to continue to develop, supply, and otherwise support it. There is no assurance or guarantee that those third-parties will complete their work, properly carry out their obligations, or otherwise meet anyone’s needs, any of which might have a material adverse effect on the Dala Platform.
- Insufficient interest in the Dala Platform and Dala: It is possible that the Dala Platform or Dala will not be used by a large number of individuals, businesses and organizations and that there will be limited public interest in the creation and development of its functionalities. Such a lack of interest could impact the development of the Dala Platform.
- Dala Platform development risks: The development of the Dala Platform and/or Dala Smart Contract may be abandoned for a number of reasons, including lack of interest from the public, lack of funding, lack of commercial success or prospects, or departure of key personnel.
- Changes to Dala Platform: The Dala Platform is still under development and may undergo significant changes over time. Although the Issuer and Wala intend for the Dala Platform to have the features and specifications set forth in this White Paper, changes to such features and specifications may be made for any number of reasons, any of which may mean that the Dala Platform does not meet expectations of the Purchaser.
- Other projects: The Platform may give rise to other, alternative projects, promoted by parties affiliated or unaffiliated with the Issuer and/or Wala, and such projects may provide no benefit to the Dala Platform.
- Disclosures relating to conflicts of interest: The Issuer Parties and Wala, and each of their respective directors, officers, advisors, employees, shareholders, affiliates and licensors may be engaged in transactions with related parties and conflicts of interest may arise, potentially resulting in the conclusion of transactions on terms not determined by market forces.
- Governing law and venue: These Terms and Conditions shall be governed in all respects, including as to validity, interpretation and effect, by the laws of the Cayman Islands, without giving effect to its principles or rules of conflict of laws, to the extent such principles or rules are not mandatorily applicable by statute and would permit or require the application of the laws of another jurisdiction. All disputes or claims arising out of or in connection with these Terms and Conditions, including disputes relating to its validity, breach, termination or nullity shall be finally settled under by a court in the Cayman Islands.
- Assignment: You shall not assign these Terms and Conditions without the prior written consent of the Issuer. Any assignment or transfer in violation of this paragraph will be void. The Issuer may assign these Terms and Conditions to an affiliated entity at any time without your prior consent. Subject to the foregoing, these Terms and Conditions, and the rights and obligations of the parties hereunder, will be binding upon and inure to the benefit of their respective successors, assigns, heirs, executors, administrators and legal representatives.
- Severability: If any provision of these Terms and Conditions is determined by a court of competent jurisdiction to be invalid, inoperative or unenforceable for any reason, the provision shall be modified to make it valid and, to the extent possible, effectuate the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the fullest extent possible.
- No waivers: The failure by the Issuer to exercise or enforce any right or provision of these Terms and Conditions will not constitute a present or future waiver of such right or provision nor limit Issuer’s right to enforce such right or provision at a later time. All waivers by the Issuer must be unequivocal and in writing to be effective.
- No partnership; No agency; No third-party beneficiaries: Nothing in these Terms and Conditions and no action taken by the parties shall constitute, or be deemed to constitute, a partnership, association, joint venture or other co-operative entity between the parties. Nothing in these Terms and Conditions and no action taken by the parities pursuant to these Terms and Conditions shall constitute, or be deemed to constitute, either party to be an agent of the other party for any purpose. No party has, pursuant to these Terms and Conditions, any authority or power to bind or to contract in the name of the other party. These Terms and Conditions do not create any third party beneficiary rights in any person.
- Electronic Communications: You agree and acknowledge that all agreements, notices, disclosures and other communications that the Issuer Parties provide pursuant to these Terms and Conditions or in connection with or related to your purchase of Dala, may be provided by the Issuer Parties, in their sole discretion, to you, in electronic form.