In respect of INR/Crypto trading, customers accessing the ZebPay Platform will be contracting with Awlencan Innovations India Limited [CIN no. U72100GJ2018FLC104448], C1103, Siddhivinayak Business Tower, Near DAV School, Next to Kataria House, Off. S.G. Road, Makarba, Ahmedabad – 380051, Gujarat, India, which owns and operates the ‘ZebPay’ Exchange Platform in India, and shall hereinafter referred to as “Awlencan India”; and
Definitions and Interpretation
In this agreement the following terms, unless the context otherwise indicates, will have the following meanings:
AML Regulations means India’s Prevention of Money Laundering Act, 2002 and the Rules framed thereunder.
AML Policy means the policies and programs maintained by ZebPay to comply with the AML Regulations.
Business Day means a day that is not a Saturday, Sunday or public holiday in Ahmedabad, Gujarat, India.
Company means Awlencan Innovations India Limited [CIN no. U72100GJ2018FLC104448].
Competent Authority means the relevant government authority in India, as notified or may be notified, depending on the context.
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.
KYC means know your customer requirements as determined by Zebpay or under the AML Regulations.
User or Customer shall mean persons availing of the ZebPay Services (as defined below), directly or indirectly, and are referred to herein as “Users”.
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;
ZebPay Services means the services made available from time to time on the ZebPay Platform.
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 advice if necessary. Trading in crypto assets may result in total loss of your investment.
Anti Money-Laundering Disclaimer
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.
- If the Client is an individual and is not at least 18 years old, the Client’s legal guardian shall be responsible for all consequences resulting from the Client’s 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 the Client and the Client’s guardian for compensation/damages.
- Each Client shall have one Client Asset Account only. Multiple accounts for the same Client will not be allowed.
- Clients who are not either citizens or residents of India are not permitted to use the ZebPay Services.
- 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
Prohibition of use
By accessing and using the ZebPay Platform, the Client acknowledges and declares that he/she is not on any trade or economic sanctions lists, such as the United Nations Security Council Sanctions List and its equivalent. You may not use your client 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.
Authenticity and self-responsibility of identity information
- In providing this required information, the Client confirms 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. 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.
- The Client shall be solely and fully responsible for any loss or expenses incurred by the Client in the course of the use of any ZebPay Service if the Client cannot be reached through the contact information provided by the Client.
- The Client hereby acknowledges and agrees that he/she has the obligation to keep all information provided to ZebPay up to date if there are any changes.
- 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.
- The Client 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.
- ZebPay shall be authorised to act upon any digital instructions transmitted by the Client. In this connection, ZebPay shall be entitled to carry out any instructions or orders as per the Client’s instructions.
- The Client 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)
- The initial transfer and any additional funds transferred by the Client (together, Client Funds) shall be credited to the Client as the case may be, subject to the following conditions: (i) The Client is required to transfer Client Funds to ZebPay only from the Client's 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.
- Any crediting or debiting of client fiat to or from the Client 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.
- The Client hereby expressly authorises ZebPay to deduct any such amounts from any client fiat held by ZebPay on the Client’s behalf.
- The Client may, at any time, withdraw funds (‘Withdrawn Funds’) from the client fiat 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
- ZebPay will only pay Withdrawn Funds to the Client’s registered bank account on the ZebPay Platform.
- The Client shall transfer Client Funds and submit withdrawal requests to ZebPay using the deposit or withdrawal function on the ZebPay Platform. The Client shall be solely responsible for the safekeeping of the password/ PIN relating to the Client’s account on the ZebPay Platform, and the Client will be responsible for all activities relating to the Client’s login and password/PIN, .
- The Client hereby covenants that the Client:
- 1. will not share his/her login or password/PIN details with any third party;
- 2. will notify ZebPay immediately if the Client he/she is aware of any unauthorised use of the Client login or password/ PIN by any person or any other violations of the Client’s 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.
- ZebPay will not be responsible for any loss or consequences caused by the Client’s failure to comply with the above terms and conditions.
Representations, warranties and covenants of the Client
- The Client represents and warrants to ZebPay that:
- 1. The Client is competent to contract under the Indian Contract Act (1872)
- 2. The Client has not been adjudged a bankrupt and/or has not entered into a scheme of arrangement with his creditors (if any);
- 3. The Client’s conduct will not be in violation of the law, public interests, public ethics or other’s legitimate interests,
- 5. all information supplied by the Client to ZebPay is complete, true, accurate and is not misleading or deceptive in any respect;
- 6. if the Client is an individual, the Client is at least 18 years old;
- 7. if the Client is a body corporate, unincorporated association, trust or other legal structure, the Client is validly existing in accordance with applicable law and regulations;
- 9. the Client is not subject to any law or regulation preventing it from entering into this agreement or transactions on the ZebPay Platform. In this regard, the Client is not a resident of any other jurisdiction where it may be unlawful to access the ZebPay Platform or trade with ZebPay;
- 10. the Client has 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. the Client will comply with all laws and regulations to which the Client is 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. the Client has consistent and uninterrupted access to the internet and the email address, mobile number provided to ZebPay during the application procedure;
- 15. the Client 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. the Client will not alter, distort or otherwise manipulate the relevant market or underlying in relation to a transaction entered into under this agreement;
- 17. the Client will promptly notify ZebPay of the occurrence of any event of default or potential event of default or any other breach of this agreement; and
- The Client 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.
- By accessing any of the ZebPay Services, the Client agrees that ZebPay shall have the right to unilaterally determine whether the Client has violated any of the above covenants and take action without receiving the Client’s consent or giving prior notice to the Client. Examples of such actions include, but are not limited to:
- 1. block and close order requests;
- 2. freezing theclient 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.
- The Client consents 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 the Client to access the ZebPay Platform.
- 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’.
- If the Client’s alleged violation causes any losses to a third-party, the Client shall solely undertake all the legal liabilities in the Client’s 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, the Client will indemnify ZebPay against any losses and expenses caused thereby, including legal fees on a full indemnity basis.
- The Client acknowledges and agrees that the above representations and warranties have been a material inducement to the decision of ZebPay to permit the Client to open an account with ZebPay and trade on the ZebPay platform.
- In case of any abnormal behaviour, fluctuation or delay in transactions beyond ZebPay’s control, ZebPay shall not be liable to the Client.
- 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 cryptocurrency information can be acquired, and cryptocurrency transactions can be conducted.
- ZebPay cannot control the quality, security or legality of the cryptocurrencies in any transaction, truthfulness of the transaction information, or capacity of the parties to any transaction to perform their obligations. The Client 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.
Limitation of liability
- 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 the User 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 the User is denied access to their cryptocurrencies.
- 4. ZebPay shall not be liable for any loss caused to the User through loss of any cryptocurrency stored on the User’s 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. The User 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 User account or for cessation of any or all services on the ZebPay Platform. The User shall only be entitled to refund / recovery of the cryptocurrencies and client fiat credited to the Client, 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 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. The User is 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 a User 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. 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 .
- No Liability for Breach
- 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
Termination of this agreement
- 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 account is subject to a governmental proceeding, criminal investigation or other pending litigation;
- 2. if ZebPay detects unusual activity in the client account;
- 3. if ZebPay detects unauthorized access to the client 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 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 the Client’s counterparty of the situation at that time
- In case of any of the following events, ZebPay shall have the right to directly terminate this agreement by cancelling the Client’s Account, and shall have the right to permanently freeze (cancel) the authorisations of the Client’ Account and withdraw the corresponding client account:
- 1. after ZebPay terminates services to the Client,
- 2. the Client allegedly registers in his/her 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 the Client has provided is untruthful, inaccurate, outdated or incomplete;
- 5. any other circumstances where ZebPay deems it should terminate the services to the Client.
- Subject to subparagraph (e) below, once the client 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.
Compliance with Local Law
- 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. Users 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.
- 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.
- 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.
- 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.
- 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.
Privacy and Confidentiality
- ZebPay processes all personal information in accordance with applicable law and regulations relating to the processing, privacy, and use of personal information.
- ZebPay may collect, hold and process personal information about the Client from the way in which the Client engages with ZebPay (such as by ﬁlling in the application, placing orders, or if the Client contacts ZebPay by post, email, telephone, in person or by any other means), through the Client’s interactions with ZebPay and/or the ZebPay Platform.
- 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 the Client under this agreement;
- ZebPay has security procedures covering the storage and disclosure of the Client’s personal information to prevent unauthorised access of any Client personal information and to comply with the Information Technology Act, 2000, and the Rules and Regulations framed thereunder.
- Neither 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.
- 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 the Client expressly consents to such disclosure.
If the Client has any complaints, feedback or questions, the Company may be contacted via support@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.
Method of payment
- 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
- 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.
- 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.
- 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.
No warranty or representation
Governing law and jurisdiction