In respect of INR/Crypto trading, Users accessing the ZebPay Platform will be contracting with Awlencan Innovations India Limited [CIN no. U72100GJ2018FLC104448], CONNEKT, 13th Floor, Gala Empire, Opposite Doordarshan T.V. Tower, Drive-In Road, Thaltej, Ahmedabad, Gujarat, India-380054, which owns and operates the ‘ZebPay’ Exchange Platform in India, and shall hereinafter referred to as “Awlencan India”; and
In this agreement the following terms, unless the context otherwise indicates, will have the following meanings:
a) AML Regulations means India’s Prevention of Money Laundering Act, 2002 and the Rules framed thereunder.
b) AML Policy means the policies and programs maintained by ZebPay to comply with the AML Regulations, which are available at https://zebpay.com/in/aml-policy/.
c) Business Day means a day that is not a Saturday, Sunday or public holiday in Ahmedabad, Gujarat, India.
d) Client Asset Account means the account opened by the User on the ZebPay Platform.
e) Company means Awlencan Innovations India Limited [CIN no. U72100GJ2018FLC104448].
f) Competent Authority means the relevant government authority in India, as notified or may be notified, depending on the context.
g) Force Majeure shall mean and include any cause arising from or attributable to acts, or events, beyond the reasonable control of ZebPay, including natural calamity, strikes, terrorist action or threat, civil commotion, riot, crowd disorder, invasion, war, threat of or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, structural damage, epidemic or other natural disaster, calamity, attacks including through computer viruses, hacking, denial of service attacks, ransomware or other manmade disruptions or any law, order enactment, statutory direction, legislation, regulation, rule or ruling of government or any court of law or of a Government or regulatory authority.
h) KYC means know your customer requirements as determined by Zebpay or under the AML Regulations.
j) Transaction Fee means fee payable by the Client on each transaction executed on ZebPay Platform as provided at https://zebpay.com/in/fees/
k) User or Client or You or Your shall mean guests on the ZebPay Platform or persons availing of the ZebPay Services (as defined below), directly or indirectly.
l) ZebPay Platform shall collectively mean and include ZebPay Android App, ZebPay iOS App (collectively, “ZebPay App”) or Zeb Web app (“Web version”) and ZebPay website “www.zebpay.com” (“ZebPay Website”), ZebPay OTC Trading Platform and other web assets on the ZebPay.com domain, together with the ZebPay Developer Portal, Public APIs and secure authentication for Users (all either existing or available in the future);
Trading in crypto assets involves a high degree of risk to your capital. Trading in crypto assets may not be appropriate for all investors and you should seek independent legal advice if necessary. Instances of security breaches and government crackdowns are always a possibility and that may end up compromising the integrity or anonymity of the system that produce such crypto assets. Trading in crypto assets may result in total loss of your investment for reasons as mentioned above or due to additional risks not listed or foreseen by ZebPay. By creating an account on the ZebPay Platform You represent and acknowledge that A) You have carefully assessed your financial standing and risk tolerance and also procured a legal advise B) You are aware of the risks associated with the transactions/trading of crypto assets; and (ii) You shall assume all risks related to trading of crypto assets and ZebPay shall not be liable for any such risks or adverse outcomes.
ZebPay is committed to improve the global fight against money laundering and terrorist financing. In this regard, the Company has endeavoured to carefully ensure all of its internal anti-money laundering procedures comply with AML Regulations.
- b) If You are an individual and not at least 18 years old, Your legal guardian shall be responsible for all consequences resulting from the Your actions on the ZebPay Platform and ZebPay shall have the right to cancel or freeze the Client’s Client Asset Account in addition to filing claims against You and Your guardian for compensation/damages.
- c) Each Client shall have one Client Asset Account only. Multiple accounts for the same Client will not be allowed.
- d) Clients who are not either citizens or residents of India are not permitted to use the ZebPay Services.
- e) Clients who are either citizens or residents of the below countries are not permitted to use the ZebPay Services in any form (“Prohibited Jurisdiction Use”)
Democratic People’s Republic of Korea, Iran, Bahamas, Botswana, Cambodia, Ghana, Iceland, Mongolia, Pakistan, Panama, Syria, Trinidad and Tobago, Yemen, Zimbabwe, Cuba
a) By accessing and using the ZebPay Platform, the Client acknowledges and declares that he/she is a) a non-U.S user b) not in breach of any and all applicable laws and regulations, including but not limited to applicable regulations on anti-money laundering, anti-corruption, and counter-terrorist financing c) not on any trade or economic sanctions lists, including but not limited to lists circulated by United Nations Security Council Sanctions List US Department of the Treasury’s Office of Foreign Assets Control, the US Department of State, the United Nations Security Council, the European Union, Her Majesty’s Treasury, the Hong Kong Monetary Authority or the Monetary Authority of Singapore. You may not use your Client Asset Account to engage in the following categories of activity (“Prohibited Uses”). The specific types of use listed below are representative, but not exhaustive:
- unlawful activity;
- intellectual property infringement; or
- defamation or abuse.
c) ZebPay reserves the right to choose markets and jurisdiction to provide the ZebPay Services, and may restrict or refuse in its discretion, the provision of ZebPay Services in certain countries or regions.
- a) INR/Crypto trading:
- 1. The crypto asset exchange service is a service accessed through the ZebPay Platform whereby ZebPay provides a trading exchange (crypto asset/fiat). The functionalities available under this service enable Users to trade the crypto assets amongst each other by posting their buy and/or sell orders on the exchange, which ZebPay then further facilitates by providing the matching service that will pair their respective buy and sell orders. The order(s) placed by Users shall remain active for a time period as may be prescribed by ZebPay from time to time, post which ZebPay shall have the right to invalidate the said order(s).
- b) OTC trading platform:
- 1. The OTC Trading Platform Service is a service accessed through ZebPay’s OTC Trading Platform whereby ZebPay provides an online virtual asset trading platform via a sophisticated mechanism that facilitates over-the-counter trading of crypto assets.
- 2. You are eligible to access ZebPay’s OTC Trading Platform (by whatever name called) via the URL https://otc.zebpay.com and by once again signing up with identical details as originally provided by You to ZebPay for KYC verification, together with additional details that may be required by the OTC Trading Platform.
- 3. The User acknowledges and agrees that confirmations received from You via Telegram and/or other forms of communication authorized by ZebPay’s OTC Trading Platform shall be valid proof of Your confirmations of trading activity. Further, the order(s) placed by You on ZebPay’s OTC Trading Platform shall remain active for a time period as may be prescribed by ZebPay from time to time, post which ZebPay shall have the right to invalidate the said order(s).
- c) Quick Trade:
- 1. The Quick Trade feature enables the Customer to instantly buy or sell select crypto assets instantly, without the potential wait time normally associated with order matching on an open order book. This service consists of ‘Quick Buy’ and ‘Quick Sell’ options where the Customer can purchase or sell, respectively, select crypto assets.
- 2. To enable instant execution of Customer orders under this service, ZebPay pools liquidity from various sources. ZebPay is a technology enabler for its Customers and makes available crypto assets for its Customers. ZebPay has not created, and is not the administrator of, any crypto asset.
- 3. Transaction fees are applicable to the Customer upon execution of a Quick Trade order. The Customer is required to maintain sufficient balances of INR or the relevant crypto asset, as the case may be, for the execution of the relevant trade.
- d) CryptoPacks:
1. The CryptoPacks feature enables customers to instantly buy and sell a pre-defined set of crypto assets that are curated around a specific theme, idea, or strategy. The asset composition of each CryptoPack is designed by our in-house trading experts.
2. The Customer is not permitted to change the composition of the CryptoPacks. ZebPay reserves the right to alter the composition of CryptoPacks at any point in time.
3. The crypto assets bought as a part of a CryptoPack cannot be sold individually. A CryptoPack can only be bought and sold as a pack.
4. Transaction fees are applicable to the Customer upon trading in a CryptoPack. The Customer is required to maintain sufficient balances of INR or the relevant crypto asset, as the case may be, for the execution of the relevant trade.
Disclaimer: ZebPay does not in any manner represent or warrant the performance or growth of any crypto asset. The CryptoPacks are curated by our in-house trading experts and neither the curation, nor any statement made by ZebPay in respect of CryptoPacks amounts to financial advice or opinion. You assume all risks relating to the trading of CryptoPacks and the crypto assets that form the CryptoPacks.
- e) When You utilise any of the ZebPay Services, You acknowledge that You are transacting with other Users of the ZebPay Platform as counterparties and bids are matched with a counterparty. In this regard, ZebPay merely provides the platform to match the orders, and prices are therefore set by the market-forces of supply and demand. Save as aforesaid, ZebPay is not a party to the agreement(s) that arise between the material Users pursuant to these trades.”
- a) You must register and open a Client Asset Account.
- b) You must always treat Your Client Asset Account information as confidential and must not disclose it to any third party. Any access to the ZebPay Platform or ZebPay Services through the Client Asset Account shall be considered as access by the Client or on your behalf and you shall be solely responsible for any activity carried out in, by or through your Client Asset Account on the ZebPay Platform.
- c) After registration of your Client Asset Account, as per the required process You will be eligible to purchase, send, receive or store crypto assets supported by the ZebPay Platform. You may be required to maintain a minimum balance of funds in your wallet before you initiate certain transactions. We reserve the right to refuse to execute any order and/or transaction initiated by you, if the same is in contravention to the AML Policy or to comply with directions of appropriate enforcement authorities.
- d) Trading on the ZebPay Platform is subject to payment of Transaction Fee. Usage of ZebPay Platform is subject to membership fees. You may request the withdrawal of fiat currency subject to certain limitations. Details of all the aforementioned fees and limitations are available at https://zebpay.com/in/fees/
- e) ZebPay strives to maintain the accuracy of information posted on the ZebPay Platform however it cannot guarantee the accuracy, suitability, reliability, completeness, performance or fitness for purpose of the content through the ZebPay Platform and will not accept liability for any loss or damage that may arise directly or indirectly from the content.
- f) Information on ZebPay’s Platform can be subjected to change without notice and is provided for the primary purpose of facilitating Users to arrive at independent decisions.
- g) All Users of the ZebPay Platform must understand that there are risks involved in the usage of the ZebPay Platform. ZebPay encourage all users to exercise prudence and trade responsibly within their own means.
- h) While ZebPay emphasises online interface security to ensure the continuity and security of ZebPay Services (announcements will be made in event of downtime/maintenance), it will be non-accountable to Users for an act of God, Force Majeure, malicious targeted hacking, terrorist attacks and other reasonably unforeseeable circumstances.
- i) ZebPay reserves the right (but is under no corresponding duty) to cancel, rollback or block transactions of any and all types on the ZebPay Platform in the event of abnormal transactions or based on its internal AML Policy.
- j) ZEBPAY WILL NOT ASK FOR ANY PASSWORD OR PIN FROM ITS USERS EXCEPT WHEN THE USER ATTEMPTS TO LOGIN INTO THE ZEBPAY PLATFORM AND USE ZEBPAY SERVICES. ZEBPAY WILL ALSO NOT ASK USERS TO TRANSFER FUNDS THAT ARE NOT LISTED ON ITS OTC TRADING PLATFORM SERVICE.
- k) By using the ZebPay Platform and ZebPay Services, You declare that all information provided by You to ZebPay is true, accurate and complete.
- l) You agree and understand that the underlying protocols of different crypto networks are subject to changes (each a “Fork”) which may result in more than one version of such network (each a “Forked Network”). You further agree and understand that Forks may materially affect the value, function, and/or name of the crypto held by You with ZebPay. In the event of a Fork, ZebPay may temporarily suspend any services in respect of the relevant crypto/s (with or without advance notice to you) and may determine, in its sole discretion, whether or not to support the Forked Network. Details of ZebPay’s position on such Forks are available at https://help.zebpay.com/support/solutions/articles/44001895103/, which may be subject to change from time to time.
- b) In addition to providing this information, to facilitate compliance with global industry and government standards for data retention, You agree to permit ZebPay to keep a record of such information for the lifetime of Your Client Asset Account plus five (5) years after closing that account or the minimum period required by applicable law, whichever is later.
- c) You also authorise ZebPay to make inquiries, either directly or through third parties, that are deemed necessary to verify Your identity or to protect You and/or ZebPay against financial crimes such as fraud, etc.
- c) Pursuant to the right of control referred to in Clause 11(b) hereinabove and to the extent not prohibited by applicable law, ZebPay reserves the right to:
- 1. lend out or invest the Client Funds into low risk interest bearing securities; and
- 2. retain to its own benefit the capital gains, interest or profits that may from time to time be generated from such actions.
- a) ZebPay is required to adhere to KYC requirements. ZebPay may undertake remote KYC procedures and video on boarding, among others.
- b) The KYC procedures may be created or undertaken by any authorised representative of ZebPay (such as a third-party KYC service provider) possessing all the relevant and necessary credentials to conduct the KYC and due diligence in accordance with the AML Regulations and the AML Policy, subject to applicable law.
- c) You are bound to follow all on-screen instructions and adhere to all requirements for the on-boarding onto the ZebPay Platform.
- a) You must register for a ZebPay Client Asset Account before using the ZebPay Platform via our standard application procedure. To register for an account, You must provide Your real name, email address and such other requested information including KYC documents.
- b) Depending on certain conditions and in our sole discretion, ZebPay may refuse to open an account for You.
- c) Where ZebPay, at its sole and absolute discretion, determines that the applicable law and regulations require Zebpay to report transactions with You to a Competent Authority, You must obtain and provide ZebPay with any information as ZebPay may require. You shall not be permitted to place orders unless and until it has provided the information required, and subject to clearance of the Competent Authority or other authority, as the case may be.
- e) The identity verification information which may be requested can generally include but not limited to:Full NameEmail Address,NationalityTelephone NumberGovernment Issued ID/PassportDate of BirthProof of addressBank account detailsPhotographs and images.Such other documents, as may be notified from time to time by ZebPay in accordance with applicable laws.
- f) In providing this required information, You confirm that all such information is accurate and authentic. Post-registration, the Client guarantees at all times that the information is truthful, complete and updated in a timely manner with any changes. You must ensure that any identity verification or personal information and/or documents submitted by You belong to You. You are not permitted to create a Client Asset Account on someone else’s behalf.
- g) If there is any reasonable doubt that any information provided by you is wrong, untruthful, outdated or incomplete, ZebPay shall have the right to send you a notice to demand corrections, remove relevant information directly, suspend or terminate all or part of the ZebPay Services to the Client.
- h) You shall be solely and fully responsible for any loss or expenses incurred by You in the course of the use of any ZebPay Service if You cannot be reached through the contact information provided by You.
- i) You hereby acknowledge and agree that You have the obligation to keep all information provided to ZebPay up to date if there are any changes.
- j) ZebPay may or may not accept an application to become a Client in its absolute discretion, including (but not limited to) if the Client fails to pass the relevant appropriateness checks. If the Client application is accepted by ZebPay, the Client shall be notified of the same.
- k) You may only start trading with ZebPay on the ZebPay Platform after the initial transfer of funds is credited to the Client Asset Account and such transfer has been cleared.
- l) ZebPay shall be authorised to act upon any digital instructions transmitted by You. In this connection, ZebPay shall be entitled to carry out any instructions or orders as per Your instructions.
- m) You may request ZebPay to make payments by debiting the Client Funds to the extent cleared funds are available at the time of the request (electronically via the ZebPay Platform)
- n) The initial transfer and any additional funds transferred by You (together, Client Funds) shall be credited to You as the case may be, subject to the following conditions: (i) You are required to transfer Client Funds to ZebPay only from the Your bank account registered with ZebPay. ZebPay does not accept Client Funds from any other bank account of the Client or any third party account. (ii) ZebPay does not accept Client Funds in cash.
- o) Any crediting or debiting of client fiat to or from You in respect of any transactions on the ZebPay Platform is net of any bank fees, commissions or other charges or costs (including any applicable taxes, including withholding taxes) and you hereby expressly authorise ZebPay to make any such deductions.
- q) You hereby expressly authorise ZebPay to deduct any such amounts from any client fiat held by ZebPay on Your behalf.
- r) You may, at any time, withdraw funds from the Client fiat (‘Withdrawn Funds’) by submitting a request to ZebPay (‘Withdrawal Request’). ZebPay may, at its discretion, elect to withhold payment (or deduct an amount from it, as applicable) if:
- 1. ZebPay is required by applicable law or regulations to deduct or withhold such payment; or
- s) ZebPay will only pay Withdrawn Funds to the Client’s registered bank account on the ZebPay Platform.
- t) You shall transfer Client Funds and submit withdrawal requests to ZebPay using the deposit or withdrawal function on the ZebPay Platform. You shall be solely responsible for the safekeeping of the password/ PIN relating to the Client’s account on the ZebPay Platform, and You will be responsible for all activities relating to Your login and password/PIN.
- You hereby covenant that You:
- 1. will not share his/her login or password/PIN details with any third party;
- 2. will notify ZebPay immediately if You are aware of any unauthorised use of Your login or password/ PIN by any person or any other violations of the Client Asset Account;
- 3. will strictly observe the security, authentication, dealing, charging, withdrawal mechanisms and/or procedures of the ZebPay Platform; and
- 4. will log out from the ZebPay Platform by taking proper steps at the end of every visit.
- u) ZebPay will not be responsible for any loss or consequences caused by Your failure to comply with the above terms and conditions.
- a) You represents and warrants to ZebPay that:
- 1. You are competent to contract under the Indian Contract Act (1872)
- 2. You have not been adjudged a bankrupt and/or has not entered into a scheme of arrangement with his creditors (if any);
- 3. Your conduct will not be in violation of the law, public interests, public ethics or other’s legitimate interests,
- 5. all information and document supplied by You to ZebPay is complete, true, accurate and is not misleading or deceptive in any respect;
- 6. if You are an individual, You are at least 18 years old
- 7. if You are a body corporate, unincorporated association, trust or other legal structure, You are validly existing in accordance with applicable law and regulations;
- 9. You are not subject to any law or regulation preventing it from entering into this agreement or transactions on the ZebPay Platform. In this regard, You are not a resident of any other jurisdiction where it may be unlawful to access the ZebPay Platform or trade with ZebPay;
- 10. You have obtained all necessary consents, licenses and authorisations and has full power and authority (in accordance with its constitutional and organisational documents, where relevant) to enter into this agreement and all transactions on the ZebPay Platform;
- 11. You will comply with all laws and regulations to which You are subject in relation to this agreement and any transaction contemplated by this agreement including, without limitation, all tax laws and regulations, exchange control requirements and registration requirements;
- 14. You have consistent and uninterrupted access to the internet and the email address, mobile number provided to ZebPay during the application procedure;
- 15. You will act in accordance with applicable law and regulations regarding market abuse, manipulation or misconduct, insider trading or dealing and similar offences, as applicable;
- 16. You must maintain sufficient Client Funds in Your account before initiating any order and/or transaction. In case you have insufficient funds in Your account Your order will not be placed. You are solely responsible for payment of any taxes that may arise in connection with Your use of ZebPay Services or upon the trading of crypto assets.
- 17. You will not alter, distort or otherwise manipulate the relevant market or underlying details in relation to a transaction entered into under this agreement;
- 18. You will promptly notify ZebPay of the occurrence of any event of default or potential event of default or any other breach of this agreement;
- 19. You acknowledge ZebPay does not exercise any control over the market price or volatility of the crypto assets and that the contract for sale of any of the crypto assets shall strictly be a bipartite contract between the seller and the buyer.
- 20. You acknowledge that ZebPay may enable or assist the Client to access, interact with, and/or purchase services from several supported platforms and other third parties via third-party websites or applications (collectively, “Third-Party Services”). Such Third-Party Services are not under the control of ZebPay, ZebPay does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Services and is not responsible for any Third-Party Services. You undertake that You use all Third-Party Services at your own risk, and You should apply a suitable level of caution and discretion in doing so. Any use of Third-Party Services is governed solely by the terms and conditions of such Third-Party Services and any contract entered into, or any transaction completed via any Third-Party Services, is between you and the relevant third party, and not with ZebPay. You shall comply in all respects with all applicable terms of the Third-Party Services that you access or subscribe to in connection with the Services. If at any time any Third-Party Services cease to make their programs available to us on reasonable terms, we may cease to provide such features to you without entitling you to refund, credit, or other compensation.
- b) You will not use any data or information displayed on the ZebPay Platform for commercial purposes without ZebPay’s prior consent.
- 1. using a device, software or subroutine to interfere with the ZebPay Platform;
- 2. overloading network equipment with unreasonable data loading requests;
- 3. executing malicious sales or purchases on the market.
- d) By accessing any of the ZebPay Services, You agree that ZebPay shall have the right to unilaterally determine whether You have violated any of the above covenants and take action without receiving Your consent or giving prior notice to You. Examples of such actions include, but are not limited to:
- 1. block and close order requests;
- 2. freezing the Client Asset Account;
- 3. reporting the incident to authorities;
- 4. publishing the alleged violations and actions that have been taken;
- 5. deleting any information you published that is in violation.
- e) You consent to the ZebPay Platform’s AML and KYC checks and procedures and ZebPay reserves the right to (i) withhold the refund of any monies and crypto assets; and/or (ii)deny access to the ZebPay Platform, before all necessary procedures have been vetted and consent is formally authorised for You to access the ZebPay Platform.
- f) Without prejudice to the aforesaid, any Client fiat will be ‘frozen’ until the relevant procedures are completed and under no circumstance may they be ‘exchanged’ or ‘withdrawn’.
- g) If Your alleged violation causes any losses to a third-party, You shall solely undertake all the legal liabilities in Your own name and hold ZebPay harmless from any loss, fine or extra expenses. If, due to any alleged violation ZebPay incurs any losses, is claimed by any third party for compensation or suffers any punishment imposed by any administrative authorities, You will indemnify ZebPay against any losses and expenses caused thereby, including legal fees on a full indemnity basis.
- h) You acknowledge and agree that the above representations and warranties have been a material inducement to the decision of ZebPay to permit You to open an account with ZebPay and trade on the ZebPay Platform.
- i) In case of any abnormal behaviour, fluctuation or delay in transactions beyond ZebPay’s control, ZebPay shall not be liable to You.
- a) Unless otherwise specified, all logos, information, text, graphics, or other materials uploaded by ZebPay, which appears on the ZebPay Platform for other users to access (“Content”) is the property of ZebPay and are protected under copyright, trademark and other applicable laws.
- b) All logos, trademarks, service marks and logos of ZebPay and others used or displayed on the ZebPay Platform, (“Trademarks”) are the property of ZebPay or its group companies. You may not copy, imitate or use them without our prior written consent.
- d) The ZebPay Platform may in places include third party intellectual property including the software used for creating or distributing crypto assets. ZebPay does not own any rights to such third-party IP and is bound by the license terms for such IP and by virtue of these terms You shall also be bound by the said license terms.
- a) ZebPay will provide access to the ZebPay Platform on an “as is” and “commercially available” condition and to the maximum extent permitted by law does not offer any form of warranty with regards to the ZebPay Platform’s reliability, stability, accuracy and completeness of the technology involved. The ZebPay Platform serves merely as a venue of transactions where crypto assets information can be acquired, and crypto assets transactions can be conducted. The contents of the ZebPay Services or the ZebPay Platform may contain bugs, errors, problems or other limitations. ZebPay assumes no liability or responsibility for any errors or omissions in the ZebPay Services or the ZebPay Platform.
- b) You expressly acknowledge and agree that use of the ZebPay Services and the ZebPay Platform is at Your sole risk. ZebPay cannot control the quality, security or legality of the crypto assets in any transaction, truthfulness of the transaction information, or capacity of the parties to any transaction to perform their obligations. You must carefully consider the associated investment risks, legal status and validity of the transaction information and investment decisions prior to your use of the ZebPay Platform.
- c) ZebPay makes no warranty that the ZebPay Services or the ZebPay Platform will be uninterrupted, timely, accurate or reliable; nor do we make any warranty as to the permanent availability of any information and/or that may be stored or transferred through the ZebPay Services or the ZebPay Platform. You understand and agree that any material and/or data downloaded or otherwise obtained through use of the ZebPay Services or ZebPay Platform is done at Your own discretion and risk and You will be solely responsible for any damage to Your computer system or phone or any other device or loss of data that results from the download of such material or data.
- d) ZebPay is not responsible for any content uploaded by You on the ZebPay Platform. We are not responsible for any direct or indirect damages or losses caused to you, including without limitation, lost profits, business interruption or other loss resulting from use of or reliance in any way on anything available on the ZebPay Platform. It is solely Your responsibility to evaluate the accuracy, reliability, completeness and usefulness of Content available on the ZebPay Platform that is used by you.
- f) ZebPay will not be liable for any loss or damage caused to your computer equipment, computer programs, data or other device caused by a virus, denial-of-service attack, distributed denial of-service attack, or other technologically harmful material. You must use Your own virus protection software. ZebPay does not guarantee that the ZebPay Platform will be free of viruses, trojan horses or other code that manifests contaminating or destructive properties.
- a) Release of ZebPay Liability
- 1. If You have a dispute with one or more Users of the ZebPay Platform, You agree that neither we nor our affiliates or service providers, nor any of our respective officers, directors, agents, joint venturers, employees and representatives will be liable for any claims, demands and damages (actual and consequential) of any kind or nature arising out of or in any way connected with such disputes.
- 2. ZebPay will not be liable for any loss caused to You due to discontinuation of any cryptocurrency that is being offered through the ZebPay Platform.
- 3. ZebPay shall not be liable for any disruption of service, whereby You are denied access to Your cryptocurrencies.
- 4. ZebPay shall not be liable for any loss caused to You through loss of any cryptocurrency stored on Your Client Asset Account for any reason whatsoever, save and except due to a wilful and malicious commission or omission by ZebPay directly resulting in such loss.
- 5. ZebPay shall not be liable for any discontinuation, alteration, suspension or termination of any part of the services offered on the ZebPay Platform caused or occasioned any Force Majeure event or any change in applicable law with respect to cryptocurrencies.
- 7. You shall not be entitled to any damages from ZebPay for any reason whatsoever including but not limited to consequential or compensatory damages for any reasons including suspension, cancellation or termination of the Client Asset Account or for cessation of any or all services on the ZebPay Platform. You shall only be entitled to refund / recovery of the cryptocurrencies and client fiat credited to You, subject to deductions of amounts owed to ZebPay and other legal, regulatory or statutory dues or those stipulated under applicable Law, and to the permissibility of such refund or recovery under applicable law.
- 8. In the event that any cryptocurrencies credited to a Client Asset Account are seized, or ZebPay is unable to access or return the same to User, ZebPay shall not be held liable or responsible for the same. You are cautioned to avail itself of the ZebPay Platform subject to the above risk. At no point in time will ZebPay, its directors, shareholders, employees, representatives, officers, affiliates or assigns be held liable for any claims whatsoever for cessation of services or termination of any part of the ZebPay Platform or any disruption with respect to access to any Client Asset Account.
- 9. All claims by You shall be limited to the cryptocurrencies and fiat standing to the Client’s credit in the relevant client account, subject to the above mentioned conditions.
- 10. Subject to applicable law, ZebPay shall not be liable for any incidental, special, punitive, consequential or similar damages or liabilities whatsoever arising out of the use of the ZebPay Services, any performance or non-performance of ZebPay Services or any product provided by ZebPay, whether under contract, statute, strict liability or other theory even if ZebPay, its subsidiaries, affiliates are advised of the possibility of such damages.
- 11. To the maximum extent permitted by law, THE MAXIMUM CUMULATIVE LIABILITY OF ZEBPAY IN ANY EVENT, FOR ANY CLAIM, DAMAGES, TORT SHALL BE LIMITED TO THE MONIES ACTUALLY RECEIVED FROM THE USER, AS CONSIDERATION OR FEES FOR THE SERVICES RENDERED BY ZEBPAY IN RELATION TO THE APPLICABLE TRANSACTION TO WHICH THE CLAIM RELATES. IF THE CLAIM DOES NOT RELATE TO ANY TRANSACTION IN PARTICULAR, THEN ZEBPAYS MAXIMUM CUMULATIVE LIABILITY SHALL BE LIMITED TO THE CRYPTOCURRENCIES ACTUALLY RECEIVED FROM THE USER, AS CONSIDERATION OR FEES FOR THE SERVICES RENDERED BY ZEBPAY IN RELATION TO THE TWO TRANSACTIONS IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM IS MADE BY THE USER.
- b) No Liability for Breach
- c) Limitation of loss
Without prejudice to the generality of the foregoing, in no event shall ZebPay, its affiliates or its service providers, or any of its or their respective officers, directors, agents, employees or representatives, be liable for any of the following types of loss or damage arising under or in connection with this agreement or otherwise:
- 1. any loss of profits or loss of expected revenue or gains, including any loss of anticipated trading profits and / or any actual or hypothetical trading losses, even if we are advised of or knew or should have known of the possibility of the same;
- 2. any loss of or damage to reputation or goodwill; any loss of business or opportunity, customers or contracts; any loss or waste of overheads, management or other staff time; or any other loss of revenue or actual or anticipated savings, even if we are advised of or knew or should have known of the possibility of the same;
- 3. any loss of use of hardware, software or data and / or any corruption of data; including but not limited to any losses or damages arising out of or relating to any inaccuracy, defect or omission of digital currency price data; any error or delay in the transmission of such data; and / or any interruption in any such data;
- 4. any loss or damage whatsoever which does not occur directly from our breach of this agreement; and/or
- d) To the maximum extent permitted by Applicable Law, You hereby release and waive all claims against ZebPay, from any and all liability for claims, damages (actual and/or consequential), costs and expenses (including litigation costs and attorneys’ fees) of every kind and nature, arising from or in any way related to Your use of the ZebPay Platform or ZebPay Services. You expressly waive and relinquish any and all rights and benefits which you may have under any other national, state or federal statute or common law principle of similar effect, to the fullest extent permitted by law.
- b) Pursuant to certain AML regulations and other applicable laws, ZebPay reserves the right to keep and use the transaction data or other information related to such Client Asset Accounts for up to the longer of: five (5) years or the time period required by applicable law following the termination of this agreement, and for the following purposes:-
- 1. if the Client Asset Account is subject to a governmental proceeding, criminal investigation or other pending litigation;
- 2. if ZebPay detects unusual activity in the Client Asset Account;
- 3. if ZebPay detects unauthorized access to the Client Asset Account;
- 4. if ZebPay is required to do so by a court order or command by a regulatory/government authority;
- 6. in the event of a suspected criminal event, including but not limited to money laundering, terrorist financing, and fraud;
- 7. in the event the use of your Client Asset Account is subject to any pending litigation, investigation, or government proceeding and/or we perceive a heightened risk of legal or regulatory non-compliance associated with your account activity;
- 8. you take any action that may circumvent our controls such as opening multiple accounts or abusing promotions which we may offer from time to time;
- 9. if a transaction is unfinished during the account termination process, ZebPay shall have the right to notify Your counterparty of the situation at that time
- c) In case of any of the following events, ZebPay shall have the right to directly terminate this agreement by cancelling the Client Asset Account, and shall have the right to permanently freeze (cancel) the authorisations of the Client Asset Account and withdraw the corresponding Client Asset Account:
- 1. after ZebPay terminates services to You,
- 2. You allegedly register in Your own name or registers in any other person’s name as a ZebPay user more than once, directly or indirectly;
- 3. the main content of user’s information that You have provided is untruthful, inaccurate, outdated or incomplete;
- 5. any other circumstances where ZebPay deems it should terminate the services to You.
- d) Subject to subparagraph (e) below, once the Client Asset Account is closed/withdrawn, all charges and liabilities owed to ZebPay on the account will be due and payable to ZebPay. Upon payment of all outstanding charges to ZebPay (if any), the User will have to immediately withdraw all the balance funds from the account.
- a) It is the responsibility of the User to abide by local laws in relation to the legal usage of ZebPay Services in their local jurisdiction. You must also factor, to the extent of their local law all aspects of taxation, the withholding, collection, reporting and remittance to their appropriate tax authorities.
- b) All Users of the ZebPay Platform and any of its services acknowledge and declare that the source of their funds come from a legitimate manner and are not derived from illegal activities. ZebPay maintains a stance of cooperation with law enforcement authorities globally and will not hesitate to seize, freeze, terminate the client account and client fiat which are flagged or investigated by legal mandate.
- a) ZebPay Services are offered only on the digital domain, which is subject to risks including offensive attacks. ZebPay shall not be liable for any loss caused to the User’s account or the client fiat or cryptocurrencies accrued therein if the same arises due to any Force Majeure event, including commissions or omissions by third parties, forces of nature, offensive attacks on ZebPay servers or on the personal devices of the Users, changes in applicable law, or any loss caused by conditions or events beyond the reasonable control of ZebPay.
- b) The above limitation on liability includes any Force Majeure event set out hereunder including acts of god; fire, act of terrorists, act of civil or military authorities, civil disturbance, war, strike or other labour dispute, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or software, other catastrophe or any other occurrence which is beyond reasonable control of ZebPay; offensive attacks including virus attack, hacking, denial of service attack or theft of the personal devices of the User resulting in loss to the account.
- c) To the maximum extent permitted by law ZebPay shall not be liable for any loss caused to User due to a data breach of confidential information of the User, including of the User account details or User password, including when such breach has occurred due to the User sharing such details with third parties or due to the User’s failure to follow reasonable due diligence. ZebPay shall also not be liable or responsible for losses caused due to any disclosure by User of any User account details, including on account of a phishing attack or other third-party disruption.
- a) ZebPay processes all personal information in accordance with applicable law and regulations relating to the processing, privacy, and use of personal information.
- b) ZebPay may collect, hold and process personal information about You from the way in which You engage with ZebPay (such as by ﬁlling in the application, placing orders, or if You contact ZebPay by post, email, telephone, in person or by any other means), through Your interactions with ZebPay and/or the ZebPay Platform
- d) ZebPay relies on the following legal basis to process and use the Client’s personal information:
- 1. processing is necessary for the performance of the ZebPay Services provided to You under this agreement;
- f) ZebPay has security procedures covering the storage and disclosure of Your personal information to prevent unauthorised access of any or Your personal information and to comply with the Information Technology Act, 2000, and the Rules and Regulations framed thereunder.
- g) You consent to receive communications from us electronically. ZebPay may communicate with you by e-mail or by posting notices on the ZebPay Platform. You shall be solely responsible to update Your e-mail address and other contact details regularly. If we send any communication by e-mail, it shall be sent to Your e-mail address available on the records created by you on the ZebPay Platform.
- h) party may disclose to any person any information relating to the business, investments, finances or other matters of a confidential nature of the other party of which it may come into possession in connection with this agreement and its performance by the other party, and each party shall use all reasonable endeavours to prevent such disclosure, except as may be required by any applicable law, rule or regulatory, law enforcement or tax authority.
- i) For the avoidance of doubt, ZebPay may be required to disclose information to third parties in order to carry out fraud-checks and for KYC procedures in accordance with applicable law, and You expressly consent to such disclosure.
If You have any complaints, feedback or questions, ZebPay may be contacted via https://help.zebpay.com and we will make our best efforts try to resolve the issue with expediency. ZebPay shall not provide any support services to walk-in users.
- 1. a bank draft or a bank cheque;
- 2. by credit of cleared funds to the bank account specified by the payee at least 3 Business Days before the anticipated date of the payment; or
- 3. any other lawful form of payment that the parties agree in writing
- b) A notice given under this clause will be deemed to be received:
- 1. if hand delivered, at the time of delivery;
- 2. if sent by prepaid post, three Business Days after the date of posting;
- 3. if sent by electronic message, when the sender receives an automated message confirming delivery or eight business hours after the message has been sent (as recorded on the device from which the sender sent the message) unless the sender receives an automated message that the electronic message was not delivered or the sender knows or reasonably should know that there is a network failure and accordingly knows or suspects that the electronic message was not delivered,
unless a notice is received after 5.00 pm on a Business Day in the place of receipt or at any time on a non Business Day, in which case, that notice is deemed to have been received at 9.00 am on the next Business Day.
Notwithstanding any provision hereof, for all purposes including without limitation execution of any order and/or transaction initiated by you through the ZebPay Platform, You and ZebPay shall be and act independently and not as partners, joint venturers, agents, intermediaries, brokers or in any other fiduciary capacity. You shall not have any authority to assume or create any obligation for or on behalf of ZebPay, express or implied, and You shall not attempt to bind ZebPay to any contract without ZebPay’s prior written authorisation.
- a) No failure to exercise or delay in exercising any right given by or under this agreement to a party constitutes a waiver and the party may still exercise that right in the future.
- b) Waiver of any provision of this agreement or a right created under it must be in writing signed by the party giving the waiver and is only effective to the extent set out in that written waiver.
We are committed to your Privacy (Last Modified: 9th Feb 2023)
We at Awlencan Innovations India Limited (“ZebPay/We”) respect your privacy, take it seriously, and are committed to protecting your Personal Information (defined below).
1) what Personal Information is collected by www.zebpay.com (the “Website”) and the mobile phone application ‘ZebPay’ (the “App”) by Genie Technologies Pte. Ltd. (of Singapore), Awlencan Innovations India Limited (of India) and their respective representatives (“ZebPay”);
2) how the Personal Information is used;
3) with whom the Personal Information may be shared;
4) how you can access and change your account settings on the Website and the App;
5) what security procedures are in place to prevent the loss, misuse or alteration of information collected by the Website and/or the App; and
6) how to contact us.
Your privacy is our top concern. ZebPay is committed to protect the information and privacy of individuals, customers, business partners and others who visit the Website, the App, and/or to whom ZebPay offers its services. We work hard to earn and keep your trust, so we adhere to the following principles to protect your privacy:
2) We do not share your contact information with another user of the Website or the App, without your consent.
3) Any Personal Information that you provide will be secured by industry standard protocols and technology.
All the data and/or information you share with us must be accurate and complete. You shall promptly inform Zebpay in case of any change to your data and/or information which may impact the provision of our ZebPay Services. We shall not be responsible or held liable for any loss or damage that may occur to you or other third parties on account of provision of incorrect data and/or information provided by you.
We adhere to the following principles to protect your privacy:
- We do not share your contact information with another user of the Website or the App, without your consent.
- Any Personal Information that you provide will be secured by industry standard protocols and technology.
“Personal Information” means any information including personally identifiable information or sensitive personal information that relates to you, which, whether directly or indirectly, in combination with other information available or likely to be available with us, is capable of identifying you.
The information we collect may be classified under the following categories:
- Identification Details: This may include information such as your name, photograph (including selfie image), gender, etc
- Contact Information: This may include information such as your e-mail address, phone number, etc.
- KYC Information: This may include information such as your Permanent Account Number, your Aadhar Number, Passport Details, Driver’s License, etc.
- Employment Details: This may include your employer details, your designation, etc.
- Financial Information: This may include information such as your bank account number, details about your source of income or wealth, documents submitted in relation to such details, etc.
- Location Data: This may include information about the location of the IP address or the location details provided by you.
- Account Details: This may include information such as your login details, profile information, or the details of your interaction with our platform.
- Transaction Details: This may include information about the transactions you undertake on the Platform such as transaction ID, amounts, wallet address, details of the source of the cryptocurrencies, etc.
- Device and Network Data: This may include information such as your IP Address, browser details, IMEI number, the operating system of your device, etc
- Usage and Analytics Data: This includes information such as the Platform usage pattern, user analytics or other similar data points.
- We may collect or receive your information in the following ways:
- Information you provide us: You may provide us with your information so as to enable us to provide you the services.
- Information we generates: We may use in-house or third-party analytics tools to help us track the usage of our services or interactions with our Platform.
- Information we receive: We may receive your information from select third parties including our subcontractors and vendors; or other websites or applications we operate or the other ZebPay services we provide.
- We may also collect anonymized non-personally identifiable information on the Platform that allows us to improve our ZebPay services.
- All the data and/or information you share with us must be accurate and complete. You shall promptly inform Zebpay in case of any change to your data or information which may impact the provision of our services. We shall not be responsible or held liable for any loss or damage that may occur to you or other third parties on account of provision of incorrect data or information provided by you.
We may ask you to provide us with your information if and when: (i) you register and make an account on the Platform, (ii) transfer any funds from/to your linked Bank account (iii) correspond with us by phone, e-mail chat or otherwise (iv) place an order on the Platform, as the case may be, (v) add a wallet address to your account as a withdrawal address (vi) subscribe to ZebPay’s newsletter, if applicable, (vii) we troubleshoot problems reported by you (viii) respond to a survey or fill out a form on the Platform.
Any of the information the Website collects from you may be used for one of the following purposes:
- 1. For the provision of our services:
- To provide ZebPay services and to enable you to undertake transactions on the Platform;
- To personalize your experience on the Platform;
- To improve the Platform or the features of the Platform;
- To improve customer service;
- 2. For verification and security purposes:
- To verify and process transactions on the Platform;
- To update and back-up our records;
- To enhance the security of our Platform and keep the same safe and secure;
- 3. For the purpose of our internal operations:
- To run our Platform and for other internal operations, including troubleshooting, data analysis, testing, research, statistical and survey purposes,
- To detect and protect against error, fraud and other criminal or illegal activity, collect fees owed, enforce our terms and conditions; prevent abuse of our services, prevent violation of the rights of third parties, other users or the general public;
- 4. For the purpose of communications and marketing:
- To notify you by means of information/alerts/SMS/push notification/ in app messages and other message platforms or channels, or calls for resolution of issues, sign up issues, changes to our services or Platform and/or other purposes relevant to your use of our Platform;
- To understand the effectiveness of advertising we provide and carry out;
- To send you information and updates pertaining to your orders,
- To send you occasional news, updates, and related product or service information of ZebPay, as applicable;
- To send you relevant marketing material, if applicable.
- 5. For legal purposes:
- To comply with any statutory or regulatory requirement;
- To prevent and identify suspicious or other illegal transactions and to mitigate risks relating to money laundering and other illegal activities.
- 6. For informing you about relevant services:
- We may share your information with related parties or third party service providers, to enable them to market their relevant services and send you information we think may be of interest to you.
- 7. For enabling provision of taxation solution services:
- We may share your relevant information with taxation solution service providers, in case you opt and consent to use the services offered by them.
- Your Personal Information, whether public or private, will not be sold, exchanged, transferred, or given to any other entity. You hereby consent and allow ZebPay to share your information for the following purposes:
- for the purpose of delivering the purchased product or service requested by you from the Platform;
- for administering a contest, promotion, survey or other feature; and
- for sending periodic emails and other communications.
- We implement a variety of security measures to maintain the safety of your Personal Information obtained by us from you. We take appropriate technical and organisational measures, proportionate to the risk possessed, to protect your information. This includes implementation of NIST and ISO 27001 frameworks. We also undertake a regular comprehensive independent audit of our security measures.
- We offer the use of a secure server. Where applicable, all supplied sensitive information is transmitted via Secure Socket Layer (SSL) technology and then encrypted into our payment gateway providers database only to be accessible by those authorized with special access rights to such systems, and are required to keep the information confidential. You are solely responsible for the authenticity of the Personal Information supplied by you, and we are not liable for the said authenticity under any circumstances whatsoever.
- However, no internet or electronic transmission is ever fully secure or error-free. We expressly disclaim any liability for any unauthorized access or use of any information, if such access or use has been done despite us employing all commercially reasonable efforts, in accordance with applicable law.
- Cookies are small files that a site or its service provider transfers to your computer’s hard drive through your web browser that enables the site or service provider’s systems to recognize your browser and capture and remember certain information. You may have the option on disabling cookies on your browser.
- We might not respond to a “Do Not Track” signal in any particular way, since there is no common understanding on what such a signal is supposed to mean.
- We may host, transfer and process data, including Personal Information, in India, Singapore and in other countries that we use to operate and manage our services.
- We do not sell, trade, or otherwise transfer your Personal Information to third parties for profit. However, we may share the information we collect on an as-needed basis with trusted third parties and subcontractors who assist us in operating or securing the Platform, conducting our business, servicing you and/or assisting us in mitigating transaction related risks.
- We ensure that such third parties agree to keep this information confidential and that they ensure the same level of data protection that is adhered to by ZebPay.
Accordingly, we may share your information with:
- 1. Transaction Facilitators: We may share your information with: (i) transaction facilitators who authenticate KYC and other details as provided by you; (ii) commercial banks which provide banking facilities; (iii) payment processing companies; and (iv) other digital asset exchanges as we may work with for (a) providing our services and (b) to prevent and identify suspicious or other illegal transactions and to mitigate risks relating to money laundering and other illegal activities.
- 2. Cloud Platforms: We may use third-party cloud service providers to store and process your information, including but not limited to Microsoft Azure & Amazon Web Services
- 3. Analytics Platforms: We may use certain third-party applications to perform analytics-related tasks. Such platforms include, but are not limited to Google Analytics.
- 4. Group Companies: We may provide some or specific parts of our services through our group companies. So, we may share your information with our group companies.
- 5. Law Enforcement Authorities: We may share your information with law enforcement agencies, government officials, regulatory bodies, courts, banks, self-regulatory organizations and other similar entities to comply with our legal obligations.
We may share non-personally identifiable information with other parties. We also use certain information in an aggregated form across users to compile statistical and demographic profiles for our business and marketing activities.
- Occasionally, at our discretion, we may include or offer third party products or services on the Platform. These third party sites may have separate and independent privacy policies. We have no responsibility or liability for the content and activities of these third party sites. Nonetheless, we seek to protect the integrity of the Platform and welcome any feedback about these third party sites.
You have the following rights with respect to your Personal Information:
- Right of access – You can ask us for copies of your Personal Information being processed or retained by us.
- Right to rectification – You can ask us to rectify inaccurate or incomplete Personal Information about you (which you cannot update without our assistance).
- Right to withdraw consent – You have the option of not providing your Personal Information to ZebPay. You can also withdraw your consent at any time. Please note that the withdrawal of your consent does not affect the lawfulness of any processing activities based on such consent before its withdrawal.
In order to exercise any of your rights you may send us an email at firstname.lastname@example.org detailing your request. We may undertake additional measures to confirm your identity.
If you choose not to provide your Personal Information or to withdraw your consent, our ability to provide you the services may be affected and we may not be able to provide you the access to our Platform or the services therein.
ZebPay aims to prevent, detect and not knowingly facilitate money-laundering, terrorism financing and/or any other criminal activities. ZebPay does this to comply with relevant laws, have transparency in trading activities and to be a good corporate citizen. In pursuance to the foregoing, ZebPay collects certain relevant User identification information and documents for opening of Client Asset Account and for monitoring transactions.
This Anti-Money Laundering Policy (“AML Policy“) describes the ZebPay’s policies and procedures instituted to ensure that the ZebPay Platform or ZebPay Services are not being used by the Users to facilitate money laundering or terrorism financing or any other criminal activities, including but not limited to those under the Prevention of Money Laundering Act, 2002 and the Notifications and Rules thereunder (“PMLA”).
The terms “We”, “Our”, “Company” and “Us” refer to ZebPay, and the terms “User”, “You” and “Your” refer to a User of our ZebPay Platforms.
The purpose of this AML Policy is to:
- 1. have a system in place for preventing any money laundering financial transaction, terrorism financing and/or any other criminal activities through the ZebPay Platform;
- 2. make ZebPay staff and management aware of the meaning of anti-money laundering and counter-terrorism financing and their responsibilities towards the same pursuant PMLA and relevant guidelines; and
- 3. document requirements under the PMLA and relevant guidelines and also to identify, monitor, report any relevant transaction to appropriate authorities.
KYC is the guiding principle behind the Anti-Money Laundering (AML) measures. ZebPay aims to have in place adequate policies, practices and procedures that promote high ethical and professional standards and prevent the ZebPay Platform or availing the ZebPay Services from being used, intentionally or unintentionally, for money laundering purposes. KYC of a User enables ZebPay to know/ understand its Users and their financial dealings better which in turn will help ZebPay to manage its risks prudently.
The main aspect of this AML policy is the User due diligence process which means:
- 1. Obtaining sufficient information about to the User in order to identify who is the actual beneficial owner of the crypto assets or on whose behalf transaction is conducted;
- 2. Verify the User identity using reliable independent source document, data or information;
- 3. Conduct on-going due diligence and scrutiny of the Client Asset Account/ User to ensure that the transactions conducted are consistent with the Users’ background/ financial status, its activities and risk profile.
ZebPay ensures the availability of a Compliance Officer at all times. The Compliance Officer is responsible for managing the day-to-day operations of this AML Policy. This includes, but is not limited to:
- 1. ensuring compliance of the provisions of the PMLA and relevant guidelines;
- 2. act as a central reference point and play and active role in identification & assessment of potential suspicious transactions;
- 3. ensure that ZebPay discharges its legal obligation to report suspicious transactions to concerned authorities; and
- 4. ensuring the maintenance of a continually high level of staff AML awareness even between training sessions.
ZebPay is fully committed to establish appropriate policies and procedures for ensuring effectiveness and compliance with respect to all relevant legal requirements.
We implement ongoing employee training programmes so that ZebPay’s staff is completely aware of the provisions of the PMLA and guidelines and amendments thereof. These training programmes focus on frontline staff, back office staff, compliance staff, risk management staff and staff dealing with customers. It is very crucial that all those concerned fully understand the rationale behind these guidelines, obligations and requirements, implement them consistently and are sensitive to the risks of their systems being potentially misused by unscrupulous elements, if there is any lapse on their part.