Terms of Use

For all intents and purposes of these Terms of Use, all customers accessing the ZebPay OTC Platform (defined below) will be contracting with:

Genie Technologies Pte Ltd [Registration No: 201919382H], of 18 Cross Street #02-101, Singapore 048423, which owns and operates the ZebPay OTC Platform in Singapore, and shall hereinafter be referred to as “ ZebPay OTC”.

  1. Definitions and Interpretation

    In these Terms of Use the following terms, unless the context otherwise indicates, will have the following meanings:

    Acceptance Window” shall have the meaning ascribed to the term in Clause [12.1(a)(iii)] hereunder.

    AML Regulations means MAS Notice No. PSN02 Notice to Holders of Payment Service License (Digital Payment Token Service) read with section 27B of the Monetary Authority of Singapore Act (Cap. 186).

    AML Policy” means the policies and programs maintained by ZebPay OTC to comply with the AML Regulations.

    Business Day” means a day that is not a Saturday, Sunday or a bank holiday in Singapore.

    Account” means an account created by the Client on the ZebPay OTC Platform to avail of the ZebPay Services .

    Competent Authority” means the Monetary Authority of Singapore or such other relevant government authority.

    Completed Trade” shall have the meaning ascribed to the term in Clause 12.1(a)(iv) hereunder.

    Client Purchased Digital Asset” shall mean, with respect to a transaction in which ZebPay OTC is selling Digital Asset to the Client, the number of units of such Digital Asset to be sold.

    Client Purchase Price” shall mean, with respect to a transaction in which ZebPay OTC is selling Digital Assets to the Client, the price to be paid by the Client to ZebPay OTC for the relevant Client Purchased Digital Asset, which purchase price may be denominated in a fiat currency or another Digital Asset.

    Client Wallet” shall mean the applicable location, wallet, address, account or storage device designated by the Client to ZebPay OTC for delivery of Digital Assets.

    Client Bank” shall mean the bank identified by the Client as part of ZebPay OTC’s onboarding procedures, or such other bank identified by the Client in writing from time to time and agreeable to ZebPay OTC.

    Client Delivery Time” shall mean: (i) if the Completed Trade is a spot trade and the Client is delivering Digital Asset, then twenty four (24) hours after the Time of Acceptance; (ii) if the Completed Trade is a spot trade, the Client is delivering fiat currency, and the Time of Acceptance occurs before 2:00 p.m. Local Time on a Business Day, then 5:00 p.m. Local Time on the same day; (iii) if the Completed Trade is a spot trade, the Client is delivering fiat currency, and the Time of Acceptance occurs at or after 2:00 p.m. Local Time on a Business Day or on a day that is not a Business Day, then 2:00 p.m. Local Time on the following Business Day; and (iv) if the Completed Trade is a forward trade, then 2:00 p.m. Local Time on the day specified in the applicable ZebPay OTC Quote, or at such other time mutually agreed upon by the Parties.

    Confidential Information” shall have the meaning ascribed to it in Clause 26(g);

    Digital Asset Network” shall mean the peer-to-peer computer network that governs the transfer of the applicable Digital Asset.

    Digital Asset” shall mean and include Digital Payment Tokens and other crypto assets.

    Digital Payment Token” has the same meaning as defined in the Payment Services Act.

    Local Time” shall mean Singapore time.

    Settlement Date” shall mean, with respect to a Completed Trade, the date upon which the transaction settles, which will be the same day that ZebPay OTC delivers to the Client the Client Purchased Digital Asset or the ZebPay OTC Purchase Price, as applicable, pursuant to Clause [x].

    Event of Default” shall have the meaning ascribed to the term in Clause [x] hereunder.

    Foreign Bank” shall mean an organization that (i) is organized under the laws of a country other than Singapore, (ii) engages in the business of banking, (iii) is recognized as a bank by the bank supervisory or monetary authority of the country of its organization or principal banking operations, (iv) receives deposits to a substantial extent in the regular course of its business, and (v) has the power to accept demand deposits, but does not include the Singapore branches or agencies of a Foreign Bank.

    Foreign Shell Bank” shall mean a Foreign Bank without a Physical Presence in any country, but does not include a regulated affiliate.

    ZebPay OTC Purchased Digital Asset” shall mean, with respect to a transaction in which ZebPay OTC is purchasing Digital Asset from the Client, the number of units of such Digital Asset to be purchased.

    ZebPay OTC Purchase Price” shall mean, with respect to a transaction in which ZebPay OTC is purchasing Digital Asset from the Client, the price to be paid by ZebPay OTC to the Client for the relevant ZebPay OTC Purchased Digital Asset, which purchase price may be denominated in a fiat currency or another Digital Asset.

    Non-Cooperative Jurisdiction” shall mean any country or territory that has been designated as non- cooperative with international anti-money laundering principles or procedures by an intergovernmental group or organization, such as the Financial Action Task Force on Money Laundering (“FATF”), of which the United States is a member and with which designation the United States representative to the group or organization continues to concur. See http://www.fatf-gafi.org for FATF’s list of non- cooperative countries and territories.

    OFAC” shall mean the United States Office of Foreign Assets Control. The lists of OFAC prohibited countries, territories, persons and entities can be found on the OFAC website at https://home.treasury.gov/policy-issues/office-of-foreign-assets-control-sanctions-programs-and-information.

    Person” shall mean any individual, corporation, partnership, association, limited liability company, trust, estate or other entity, either individually or collectively.

    Physical Presence” shall mean a place of business that is maintained by a Foreign Bank and is located at a fixed address, other than solely a post office box or an electronic address, in a country in which the Foreign Bank is authorized to conduct banking activities, at which location the Foreign Bank (i) employs one or more individuals on a full-time basis, (ii) maintains operating records related to its banking activities, and (iii) is subject to inspection by the banking authority that licensed the Foreign Bank to conduct banking activities.

    Time of Acceptance” shall have the meaning ascribed to the term in Clause [x] hereunder.

    Trade Request” shall have the meaning ascribed to the term in Clause [x] hereunder.

    Force Majeure” shall mean and include any cause arising from or attributable to acts, or events, beyond the reasonable control of ZebPay OTC, 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 under the AML Regulations.

    Privacy Policy” means the privacy policy of ZebPay OTC available at https://zebpay.com/otc/privacy-policy/, which shall form an integral part of these Terms of Use.

    Party” shall mean either ZebPay OTC or the User (as applicable), and “Parties” shall both of them.

    User”, “Client” or “you” shall mean persons availing of the ZebPay  Services.

    ZebPay OTC Platform” shall collectively mean and include ZebPay OTC Android App, ZebPay OTC iOS App (collectively, “ZebPay OTC App”) or ZebPay OTC web app (“Web version”) and ZebPay OTC website “zebpay.com/otc” (“ZebPay OTC Website”) and other web assets on the ZebPay OTC.com domain, together with the ZebPay OTC Developer Portal, Public APIs and secure authentication for Users;

    ZebPay OTC Quote” shall have the meaning ascribed to the term in Clause 12.1(a)(ii) hereunder.

    ZebPay OTC Wallet” shall mean the applicable location, wallet, address, account or storage device designated by ZebPay OTCGenie for delivery of Digital Assets.

    ZebPay Services means the services made available from time to time on the ZebPay OTC Platform.

  2. Risk Warning

    Trading in Digital Assets involves a high degree of risk to your capital. Digital Assets may not be appropriate for all investors, and you should seek independent advice if necessary. Trading in Digital Assets may result in total loss of your investment. In addition to the foregoing, please read and understand the Risk Warning on Digital Payment Token Services available at https://zebpay.com/otc/risk-disclosure, before using any of ZebPay’s Services.

  3. General Information

    (a) These Terms of Use form a legally binding agreement between you  and ZebPay OTC as the operator of the ZebPay OTC Platform.

    (b) By registering, accessing or using the ZebPay OTC Platform and/or any services made available through the ZebPay OTC Platform, the Client agrees that the Client has read, understood and accepted all the terms and conditions contained in these Terms of Use and the Privacy Policy.

    (c) If the Client disagrees with these Terms of Use or the Privacy Policy, the Client shall not proceed to initiate Account registration with ZebPay OTC or seek to acquire any of its services.
  1. Anti-Money Laundering Disclaimer

    (a) ZebPay OTC is committed to improve the global fight against money laundering and terrorist financing. In this regard, ZebPay OTC has endeavoured to ensure all of its internal anti-money laundering procedures comply with AML Regulations.
  1. Agreement Conditions

    (a) ZebPay OTC reserves the right to modify or change the terms and conditions of these Terms of Use at any time and at its sole discretion. ZebPay OTC will provide reasonable notice of these modifications or changes to Users.

    (b) Any and all modifications or changes to these Terms of Use will be effective on the period mentioned in the notice provided to Users. A User’s continued use of the ZebPay OTC Platform and/or any  services made available through the ZebPay OTC Platform, shall act as the User’s acceptance of the amended Terms of Use. For the avoidance of doubt, if the User does not agree with any such modification or change, then the User should close the User’s Account and cease using the ZebPay OTC Platform.
  1. Eligibility

    (a) By registering  for an Account on the ZebPay OTC Platform, the Client warrants that the Client is an individual that is at least 18 years old, a legal person or other organization with full legal capacity to enter into these Terms of Use.

    (b) 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 OTC Platform and ZebPay OTC shall have the right to cancel or freeze the Client’s Account in addition to filing claims against the Client and the Client’s guardian for compensation/damages.

    (c) If the Client is a legal entity or arrangement, the individual registering an Account for and on behalf of such legal entity or arrangement warrants that the individual has the authority to bind the legal entity or arrangement to these Terms of Use.

    (d) Each Client shall have one Account only. Multiple accounts for the same Client will not be allowed.

    (e) Clients who are either citizens or residents of, or are registered or incorporated in the following countries are not permitted to use the ZebPay OTC Services (“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
  1. Prohibition of use

    By accessing and using the ZebPay OTC Platform, the Client acknowledges and declares that the Client is not on any trade or economic sanctions lists, such as the United Nations Security Council Sanctions List and its equivalent. The Client may not use the Client’s Account to engage in the following categories of activity (“Prohibited Uses”). The specific types of use listed below are representative, but not exhaustive:
    (a) unlawful activity;
    (b) fraud;
    (c) gambling;
    (d) intellectual property infringement;
    (e) defamation or abuse.
  1. Pursuant to ZebPay OTC’s strict policy of preventing potential conflicts of interest and/or market abuse, the Client is given notice that ZebPay OTC does not extend its services to its employees and/or their relatives, save where ZebPay OTC is satisfied, on a case by case basis, that the risk of conflicts of interest and/or market abuse have been ameliorated. By accessing and using the ZebPay OTC Platform, the Client acknowledges and declares that neither the Client nor any of the Client’s relations are employees of ZebPay OTC or any of its affiliates.

  2. The content of these Terms of Use shall not supercede the laws of the country to which the User belongs. 
  1. Description of services or business activity

    The OTC Trading Platform Service is a service accessed through the ZebPay OTC Platform whereby ZebPay OTC provides an online sophisticated over-the-counter trading platform to facilitate the trading of Digital Assets. When a Client avails the OTC Trading Platform Service on the ZebPay OTC Platform, the Client acknowledges and consents that the Client is transacting with ZebPay OTC as a counterparty, meaning that for all intents and purposes, ZebPay OTC is dealing on its own account and the prices are set by ZebPay OTC itself.
  1. Provisions relating to all ZebPay OTC Services

    (a) The Client must register and open an Account with ZebPay OTC prior to commencement of trading in Digital Assets on the ZebPay OTC Platform.

    (b) The Client may request ZebPay OTC to transfer Digital Assets only to the Client Wallet and any fiat currency only to the Client Bank.

    (c) ZebPay OTC strives to maintain the accuracy of information posted on the ZebPay OTC Platform however it cannot guarantee the accuracy, suitability, reliability, completeness, performance or fitness for purpose of the content through the ZebPay OTC Platform and will not accept any liability whatsoever for any loss or damage that may arise directly or indirectly from the content.

    (d) Information on ZebPay OTC’s Platform can be subjected to change without notice and is provided for the primary purpose of facilitating Users to arrive at independent decisions.

    (e) Users of the ZebPay OTC Platform must understand that there are risks involved in the usage of the ZebPay OTC Platform. ZebPay OTC encourages all Users to exercise prudence and trade responsibly within their own means.

    (f) While ZebPay OTC emphasises online interface security to ensure the continuity and security of its 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 unforeseen circumstances.

    (g) ZebPay OTC reserves the right to cancel, rollback or block transactions of all types on the ZebPay OTC Platform in the event of abnormal transactions or based on its internal AML Policy.

    (h) ZebPay OTC will not ask for any password or PIN from Users except to login into the ZebPay OTC Platform and use the ZebPay  Services. ZebPay OTC will also not ask Users to transfer funds that are not listed on its OTC Trading Platform Service.

    (i) By using the ZebPay OTC Platform and ZebPay  Services, the Client declares that all information provided by the Client to ZebPay OTC is true, accurate and complete.
  1. Provisions relating to OTC Platform Service
    12.1 Over-the-Counter transactions on the ZebPay OTC Platform shall be effected in accordance with the following procedure: 

    a. i) The Client may submit to ZebPay OTC, via electronic and/or telephonic communication, a request to purchase or sell a specified Digital Asset (each, a “Trade Request”) on either a spot or forward basis.

    ii)
    Upon receipt of a Trade Request, ZebPay OTC may provide to the Client, via electronic and/or telephonic communication, a price (which may be denominated in a fiat currency or another Digital Asset) at which it is willing to sell or purchase, as the case may be, a specified quantity of such Digital Asset (a “ZebPay OTC Quote”). 

    iii) The Client must accept a ZebPay OTC Quote by electronic and/or telephonic communication within ten (10) seconds of the time the electronic communication is sent or the time of the telephonic communication (the “Acceptance Window”); provided, however, that ZebPay OTC may withdraw a ZebPay OTC Quote by electronic or telephonic communication at any time prior to acceptance.

    iv) If the Client accepts the ZebPay OTC Quote within the Acceptance Window, a binding transaction will be deemed to have been executed at the time of acceptance (the “Time of Acceptance”), on the terms set forth in the ZebPay OTC Quote (a “Completed Trade”).

    v) If the ZebPay OTC Quote is not accepted within the Acceptance Window, the ZebPay OTC Quote shall be deemed to be rejected and expired and no transaction may be effected in accordance with such ZebPay OTC Quote.

    vi) Following the execution of a Completed Trade, ZebPay OTC shall send the Client a summary of the relevant terms of the Completed Trade.

    vii) If ZebPay OTC determines that a ZebPay OTC Quote contained an obvious error with respect to the price or amount of Digital Asset set forth therein, then ZebPay OTC shall have the right to cancel the Completed Trade based upon such ZebPay OTC Quote by delivering notice to the Client within two (2) minutes after Client’s acceptance of such ZebPay OTC Quote in accordance with Clause 12.1(a)(iv). 

    b. For each Completed Trade, the Client or ZebPay OTC, as the case may be, will sell, transfer and deliver, and the other Party will purchase, all right, title and interest in and to the ZebPay OTC Purchased Digital Asset or the Client Purchased Digital Asset, respectively, in accordance with the settlement terms set forth below in Clause 12.2.

    c. Term. These Terms of Use shall come into effect on the Effective Date and shall continue until the Client’s Account is terminated for any reason as per these Terms of Use; provided, however, that any termination shall not affect the Parties’ obligations with respect to any Completed Trades entered into prior to such termination.

    12.2 Settlement Terms

    The Parties shall settle each Completed Trade in accordance with the following settlement terms:

    a. By no later than the Client Delivery Time (i) if the Client is purchasing the Client Purchased Digital Asset from ZebPay OTC, then the Client shall transfer, or cause to be transferred, the Client Purchase Price to ZebPay OTC by transfer of immediately available funds to the account designated by ZebPay OTC or Digital Assets on the applicable Digital Asset Network to the applicable ZebPay OTC Wallet or (ii) if ZebPay OTC is purchasing the ZebPay OTC Purchased Digital Asset from the Client, then the Client shall deliver, or cause to be delivered, the ZebPay OTC Purchased Digital Asset to ZebPay OTC by transfer of immediately available Digital Assets on the applicable Digital Asset Network to the applicable ZebPay OTC Wallet. The Client agrees and acknowledges that with respect to any and all wire transfers from the Client or on behalf of Client to ZebPay OTC, the name on the originating account must match exactly the Client name as provided by the Client to ZebPay OTC and if it does not, ZebPay OTC reserves the right to reject the wire transfer.

    b. As promptly as is reasonably practicable following receipt of the Client Purchase Price or receipt of the ZebPay OTC Purchased Digital Asset by ZebPay OTC: (i) if the Client is purchasing the Client Purchased Digital Asset from ZebPay OTC, then ZebPay OTC shall deliver, or cause to be delivered, the Client Purchased Digital Asset to the Client by transfer of Digital Assets on the applicable Digital Asset Network to the applicable Client Wallet or (ii) if ZebPay OTC is purchasing the ZebPay OTC Purchased Digital Asset from the Client, then ZebPay OTC shall transfer or cause to be transferred, the ZebPay OTC Purchase Price to the Client by transfer of immediately available funds to the account designated by the Client or Digital Assets on the applicable Digital Asset Network to the applicable Client Wallet.

    c. If on any Settlement Date, the Parties have payment and delivery obligations with respect to multiple Completed Trades in the same Digital Asset, ZebPay OTC may net such Completed Trades against each other as follows: (i) any ZebPay OTC Purchased Digital Asset that the Client is required to deliver will be netted against any Client Purchased Digital Asset that ZebPay OTC is required to deliver; (ii) any Client Purchase Price that the Client is required to pay will be netted against any ZebPay OTC Purchase Price that ZebPay OTC is required to pay; and (iii) a net number of units of the relevant Digital Asset will be delivered by one Party against a net purchase price to be paid by the other Party. 
  1. Events of Default

    a. Events of Default. Each of the following shall be deemed an “Event of Default” by the Client:

    i) the Client fails to comply with any provision of, or perform any obligation under, these Terms of Use, including an obligation to deliver to ZebPay OTC the Client Purchase Price or the ZebPay OTC Purchased Digital Asset, as the case may be, in connection with any Completed Trade by the relevant Client Delivery Time;

    ii) Any representation or warranty made by the Client is not or ceases to be true or correct in any material respect at any time;

    iii) the Client has instituted against the Client a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation by a third party, and such proceeding or petition is instituted and either (i) results in a judgment of insolvency or bankruptcy or the entry of an order for relief of the making of an order for its winding-up or liquidation, or (ii) is not dismissed, discharged, stayed or restrained, in each case within sixty (60) days of the institution or presentation thereof;

    iv) the Client states that the Client is unable to pay the Client’s debts upon maturation; or

    v) Any regulatory authority with jurisdiction over the Client suspends the conduct of Client’s usual business or revokes any material authorizations, memberships, licenses or other similar approvals, as applicable.

    b. Remedies. Upon the occurrence of an Event of Default, ZebPay OTC shall have the right, in its sole discretion, to take any of the following actions:

    i) Cancel and terminate any Completed Trade that has not yet settled and require the Client to pay ZebPay OTC an amount reasonably determined by ZebPay OTC to compensate it for any and all losses, costs, expenses, and fees incurred in connection with such cancelled trade, including any loss of bargain, cost of funding, or loss or cost incurred as a result of its terminating, liquidating, obtaining or re-establishing any hedge or related trading position.

    ii) Set off and net any obligations of ZebPay OTC to the Client against any obligations of the Client to ZebPay OTC;

    iii) Terminate any or all of ZebPay OTC’s obligations for future performance to the Client; and

    iv) Take such other actions as ZebPay OTC, in its sole discretion, deems necessary or appropriate for its protection, all without notice or advertisement, including termination of the Client’s Account with ZebPay OTC.
  1. User identity verification

    (a) By registering an Account on the ZebPay OTC Platform, the Client agrees to share personal information requested by ZebPay OTC for the purposes of identity verification and for any other legally permitted purpose. This information is used specifically to identify the Client and for the detection of money laundering, terrorist financing, fraud and other financial crimes on the ZebPay OTC Platform and to ensure that ZebPay OTC is fully compliant with the AML Regulations. ZebPay OTC shall process this personal information in accordance with the Personal Data Protection Act 2012 of Singapore and the Privacy Policy.

    (b) In addition to providing this information, to facilitate compliance with global industry and government standards for data retention, the Client agrees to permit ZebPay OTC to keep a record of such information for the lifetime of the User’s Account plus the later of: (i) five (5) years after closing the Account, or (ii) the maximum time permitted by applicable law.

    (c) The Client also authorises ZebPay OTC to make inquiries, either directly or through third parties, that are deemed necessary to verify the Client’s identity or to protect the Client and/or ZebPay OTC against financial crimes such as fraud, etc.
  1. Know Your Customer (“KYC”) and Onboarding

    (a) ZebPay OTC is required to adhere to KYC requirements. ZebPay OTC 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 OTC (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.

    (c) The Client is bound to follow all on-screen instructions and adhere to all requirements for the on-boarding on to the ZebPay OTC Platform.
  1. Authenticity and self-responsibility of identity information

    (a) All Users must register for a ZebPay OTC Account before using the ZebPay OTC Platform via our standard application procedure. To register for an account, the Client must provide the Client’s real name, email address and such other requested information including KYC documents.

    (b) Depending on certain conditions and in ZebPay OTC’s sole discretion, ZebPay OTC may refuse to open an Account for the Client. No transactions can be initiated until an Account is opened in accordance with these Terms of Use.

    (c) Where ZebPay OTC is required under applicable law and regulations to report transactions with the Client to a Competent Authority or otherwise, the Client must obtain and provide ZebPay OTC with any information as ZebPay OTC may require. The Client shall not be permitted to initiate transactions 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) ZebPay OTC is obliged to carry out all the searches and enquiries that ZebPay OTC deems to be appropriate to assess the Client’s identity and/or to carry out any anti-money laundering controls which may be required under the AML Regulations or its AML Policy. This information may be also used for the prevention of money laundering or terrorism financing as well as for the management of the Account. The Client authorises ZebPay OTC to use the information to perform the above checks in relation to these Terms of Use.

    (f) The identity verification information which may be requested can generally include but not limited to:
    Full Name
    Email Address,
    Contact Information
    Nationality
    Telephone Number
    Username
    Government Issued ID/Passport
    Date of Birth
    Proof of address
    Bank account details
    Information on the User’s trades
    Photographs and images.

    (g) In providing this required information, the Client confirms that it is accurate and authentic. Post-registration, the Client shall ensure that the information provided remains truthful, complete and updated in a timely manner. If there is any reasonable doubt that any information provided by you is wrong, untruthful, outdated or incomplete, ZebPay OTC shall have the right to send the Client a notice to demand corrections, remove relevant information directly, suspend use of the Account and, as the case may be, terminate all or part of ZebPay OTC Service to the Client.

    (h) The Client shall be solely and fully responsible for any loss or expenses incurred by the Client during the use of ZebPay OTC Service if the Client cannot be reached through the contact information provided by the Client.

    (j) ZebPay OTC may or may not accept an application to become a Client in its absolute discretion, including if the Client fails to pass the relevant appropriateness checks. If the Client application is accepted by ZebPay OTC, the Client shall be notified unt.

    (k) ZebPay OTC shall be authorised to act upon any digital instructions transmitted by the Client.

    (l) Any crediting  of funds to the Client Bank is net of any bank fees, commissions or other charges or costs (including any applicable taxes, including withholding taxes) and the Client hereby expressly authorises ZebPay OTC to make any such deductions.

    (m) The Client shall be solely responsible for the safekeeping of the Account and password/ PIN and the Client will be responsible for all activities relating to the Client’s logins and password/PIN.

    (n) The Client hereby covenants that the Client:

    (i) will not share its login or password/PIN details with any third party;

    (ii) will notify ZebPay OTC immediately if the Client is aware of any unauthorised use of the Account or the Client login or password/ PIN by any person or any other violations its security ;

    (iii) will strictly observe the security, authentication, dealing, charging, withdrawal mechanisms or procedures of the ZebPay OTC Platform; and

    (iv) will log out from the ZebPay OTC Platform by taking proper steps at the end of every visit.

    (o) ZebPay OTC will not be responsible for any loss or consequences caused by the Client’s failure to comply with the above terms and conditions.
  1. Representations, warranties and covenants of the Client

    (a) The Client represents and warrants to ZebPay OTC that:

    (i) The Client’s conduct will not be in violation of the law, public interests, public ethics or other’s legitimate interests;

    (ii) the Client will not evade the payment of taxes or fees and will not violate these Terms of Use or relevant laws and rules ;

    (iii) all information supplied by the Client to ZebPay is complete, true, accurate and not misleading or deceptive in any respect;

    (iv) if the Client is an individual, the Client is at least 18 years old and has the mental capacity to enter into these Terms of Use;

    (v) 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;

    (vi) the Client has entered into these Terms of Use and will enter into any transaction on the ZebPay OTC Platform as a principal and not as another person’s agent or representative;

    (vii) the Client is not subject to any law or regulation preventing it from entering into these Terms of Use or transactions on the ZebPay OTC Platform. In this regard, the Client is not a resident of any other jurisdiction where it may be unlawful to access the ZebPay OTC Platform or trade with ZebPay;

    (viii) 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 these Terms of Use and all transactions on the ZebPay OTC Platform;

    (ix) the Client will comply with all laws and regulations to which the Client is subject in relation to these Terms of Use and any transaction contemplated by these Terms of Use including, without limitation, all tax laws and regulations, exchange control requirements and registration requirements;

    (x) these Terms of Use and any transaction entered into thereunder create valid and binding obligations which are enforceable against the Client in accordance with their terms including in the jurisdiction in which the Client is resident and do not violate the terms of any law, regulation, order, charge, agreement or instrument by which the Client is bound or to which the Client’s assets are subject;

    (xi) the Client is fully aware of the financial and other risks involved with trading in Digital Assets under these Terms of Use and is willing and financially able to sustain a total loss of funds resulting from the transactions entered into on the ZebPay OTC Platform;

    (xii) the Client has consistent and uninterrupted access to the internet and the email address, mobile number provided to ZebPay OTC during the application procedure;

    (xiii) 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;

    (xiv) the Client will not alter, distort or otherwise manipulate the relevant market or underlying in relation to a transaction entered into under these Terms of Use;

    (xv) the Client will promptly notify ZebPay of the occurrence of any event of default or potential event of default or any other breach of these Terms of Use;

    (xvi)   neither the Client (nor, if Client is not a natural person, any Person who controls Client) or any Person for whom Client is acting as an agent or nominee, as applicable (i) bears a name that appears on the List of Specially Designated Nationals and Blocked Persons maintained by OFAC from time to time; (ii) is a Foreign Shell Bank; or (iii) resides in or transfers funds from or through an account in a Non- Cooperative Jurisdiction;

    (xvii) With respect to any ZebPay OTC Purchased Digital Asset that the Client sells, transfers and delivers to ZebPay OTC under any Trade Request, the Client is the lawful owner of such ZebPay Purchased Digital Asset with good and marketable title thereto, and the Client has the absolute right to sell, assign, convey, transfer and deliver such ZebPay OTC Purchased Digital Asset. Such ZebPay OTC Purchased Digital Asset is free and clear of any and all security interests, liens, pledges, claims (pending or threatened), charges, escrows, encumbrances or similar rights;

    (xviii) The Client is the lawful owner of each Client Wallet, and has good title thereto. Each Client Wallet is owned and operated solely for the benefit of Client, and no Person, other than Client, has any right, title or interest in any Client Wallet; and

    (xvix) No agent, broker, finder or other third party acting on behalf of the Client is or will be entitled to any brokers’ or finders’ fee or any other commission or similar fee from ZebPay OTC in connection with the transactions contemplated by this Agreement, and any such claims will be the Client’s sole responsibility.

    (b) The Client acknowledges and agrees that:

    (i) for the purposes of these Terms of Use, ZebPay OTC engages in the bilateral purchase and sale of Digital Assets, solely on a proprietary basis for its own account and if ZebPay OTC transacts with the Client, it does so solely on a bilateral basis;

    (ii)      ZebPay OTC is not providing and will not provide any fiduciary, advisory, exchange or other similar services to the Client or any Person related to or affiliated with the Client, in connection with any transaction subject to these Terms of Use;

    (iii) the Client is solely responsible for any decision to enter into a transaction subject to these Terms of Use, including the evaluation of any and all risks related to any such transaction; and

    (iv) In entering into any transaction subject to these Terms of USe, the Client has not relied on any statement or other representation of ZebPay OTC other than as expressly set forth herein.

    (c) If the Client violates the foregoing representations, warranties, undertakings, promises, covenants and thereby causes any legal consequence, the Client shall independently undertake all of the legal liabilities in the Client’s own name and indemnify ZebPay OTC from all actions, claims, losses or costs arising from such violation;

    (d) The Client will not use any data or information displayed on the ZebPay OTC Platform for commercial purposes without the prior consent of ZebPay OTC.

    (e) The Client will use the ZebPay OTC Platform in accordance with these Terms of Use and the Privacy Policy, without taking acts of unfair competition nor attempting to intervene with the normal operation of the ZebPay OTC Platform. Examples of such malicious acts include, but are not limited to:

    (i) using a device, software or subroutine to interfere with the ZebPay OTC Platform; and

    (ii) overloading network equipment with unreasonable data loading requests

    (f) By accessing the ZebPay OTC Platform, the Client agrees that ZebPay OTC 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:

    (i) freezing or terminating the Account;

    (ii) reporting the incident to authorities;

    (iii) publishing the alleged violations and actions that have been taken;

    (iv) deleting any information the Client published that is in violation.

    (g) The Client consents to the ZebPay OTC Platform’s KYC checks and procedures and under no circumstance may ZebPay OTC grant access to the ZebPay OTC Platform before all necessary procedures have been vetted and consent is formally authorised for the Client to access the ZebPay OTC Platform.

    (h) 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 OTC harmless from any loss, fine or extra expenses. If, due to any alleged violation ZebPay OTC 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 OTC against any losses and expenses caused thereby, including legal fees on a full indemnity basis.

    (i) The Client acknowledges and agrees that the above representations and warranties have been a material inducement to the decision of ZebPay OTC to enter into these Terms of Use with the Client.

    (j) In case of any abnormal behaviour, fluctuation or delay in transactions beyond ZebPay OTC’s control, ZebPay OTC shall not be liable to the Client.
  1. Dispute resolution

    ZebPay OTC reserves the right to resolve issues and disputes at its sole discretion. These issues include infringement of others’ rights, violation of laws and regulations, abnormal trades and others not explicitly mentioned in these Terms of Use. Users agree to bear the costs arising from the process of dispute resolution. Subject to the foregoing, disputes shall be dealt with as per Clause [x] hereunder (‘Governing law and Jurisdiction’).
  1. Liability

    (a) ZebPay OTC will provide access to the ZebPay OTC 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 OTC Platform’s reliability, stability, accuracy and completeness of the technology involved. The ZebPay OTC Platform serves merely as a venue of transactions where Digital Asset information can be acquired, and Digital Asset transactions can be conducted.

    (b) ZebPay OTC cannot control the quality, security or legality of the Digital Assets in any transaction, truthfulness of the transaction information, or capacity of the Client to any transaction to perform the Client’s obligations. The Client must carefully consider the associated investment risks, legal status and validity of the transaction information and investment decisions prior to the Client’s use of the ZebPay OTC Platform.
  1. Limitation of liability

    (a) Release of ZebPay Liability

    (i) ZebPay OTC will not be liable for any loss caused to the User due to discontinuation of any Digital Asset that is being offered through the ZebPay OTC Platform.

    (ii) ZebPay OTC shall not be liable for any discontinuation, alteration, suspension or termination of any part of the services offered on the ZebPay OTC Platform caused or occasioned any Force Majeure event or any change in applicable Law with respect to Digital Assets.

    (iii) ZebPay OTC shall not be liable for any loss caused to User due to fluctuations in the price of Digital Assets. ZebPay OTC does not guarantee profits from sale or purchase or transfers of Digital Assets. ZebPay OTC shall not be liable for any loss caused to User for suspension, cancellation or termination of a User Account, including on account of a violation by such User violations of any of these Terms of Use, the Privacy Policy or any applicable Law. The User agrees that ZebPay OTC will not be liable to User or to any third party for termination of the User Account or for restricting access to the ZebPay OTC Platform, which shall be at the sole discretion of ZebPay OTC.

    (iv) The User shall not be entitled to any damages for any reason whatsoever including for consequential or compensatory damages against ZebPay OTC for any reasons including suspension, cancellation or termination of the User Account or for cessation of any or all services on the ZebPay OTC Platform.

    (v) At no point in time will ZebPay OTC, 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 OTC Platform or any disruption with respect to access to any Account.

    (vi) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE MAXIMUM CUMULATIVE LIABILITY OF ZEBPAY OTC IN ANY EVENT, FOR ANY CLAIM, DAMAGES, TORT SHALL BE LIMITED TO THE PROFIT EARNED BY ZEBPAY OTC IN THE LATEST TWO TRANSACTIONS WITH THE USER IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM IS MADE BY THE USER .

    (b) No Liability for Breach

    ZebPay OTC will not be liable for any breach of these Terms of Use, where the breach is due to abnormal and unforeseeable circumstances beyond ZebPay OTC’s control, the consequences of which would have been unavoidable despite all effects to the contrary, nor is ZebPay OTC liable where the breach is due to the application of mandatory legal requirements.

    (c) In addition to the liability cap above, in no event shall ZebPay OTC, ZebPay OTC’s affiliates or service providers, or any of the 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 these Terms of Use or otherwise:

    (i) 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 ZebPay OTC advised of or knew or should have known of the possibility of the same;

    (ii) 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 ZebPay OTC is advised of or knew or should have known of the possibility of the same;

    (iii) any 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 Asset price data; any error or delay in the transmission of such data; and / or any interruption in any such data;

    (iv) any loss or damage whatsoever which does not occur directly from our breach of these Terms of Use; and/or

    (v) any loss or damage whatsoever which is in excess of that which was caused as a direct result of ZebPay OTC’s breach of these Terms of Use (whether or not the Client is able to prove such loss or damage).
  1. Indemnification

    The Client agrees to indemnify and hold harmless ZebPay OTC, its affiliates, contractors, licensors, and their respective directors, officers, employees and agents from and against any claims and damages (including legal fees, fines or penalties imposed by any regulatory authority) arising out of the Client’s breach and/or ZebPay OTC’s enforcement of these Terms of Use or (including with limitation the Client’s breach of the Privacy Policy, AML Policy or any other restrictions on use of ZebPay  Services) or the Client’s violation of any law, rule or regulation, or the rights of any third party . This shall also apply to the Client’s violation of any applicable law, regulation, or rights of any third party during the Client’s use of the ZebPay  Services.
  1. Termination

    (a) The Client agrees that ZebPay OTC has the right to immediately suspend the Account (and any accounts beneficially owned by related entities or affiliates), and suspend access to the ZebPay OTC Platform if ZebPay OTC suspects any such Accounts to be in violation of these Terms of Use, Privacy Policy, AML Regulations acts or any applicable laws and regulations.

    (b) ZebPay OTC shall have the right to keep and use the transaction data or other information related to such Accounts. The above account controls may also be applied in the following cases but not limited to the following:

    (i) the Account is subject to a governmental proceeding, criminal investigation or other pending litigation;

    (ii) ZebPay OTC detects unusual activity in the Account;

    (iii) ZebPay OTC detects unauthorized access to the Account;

    (iv) ZebPay OTC is required to do so by a court order or command by a regulatory/government authority;

    (v) ZebPay OTC reasonably suspects the Client of acting in breach of these Terms of Use;

    (vi) ZebPay OTC suspects money laundering, terrorist financing, fraud, or any other financial crime;

    (vii) Use of the Client’s Account is subject to any pending litigation, investigation, or government proceeding and/or ZebPay OTC perceives a heightened risk of legal or regulatory non-compliance associated with the Client’s account activity;

    (c) In case of any of the following events, ZebPay OTC shall have the right to directly terminate these Terms of Use by cancelling the Account, and shall have the right to permanently freeze (cancel) the authorisations of the Account:

    (i) after ZebPay OTC terminates its services to the Client,

    (ii) the Client allegedly registers or registers in any other person’s name as ZebPay OTC user again, directly or indirectly;

    (iii) the information that the Client has provided is untruthful, inaccurate, outdated or incomplete;

    (iv) when these Terms of Use) are amended, the Client expressly states and notifies ZebPay OTC of the Client’s unwillingness to accept the amended Terms of Use;

    (v) any other circumstances where ZebPay OTC deems it should terminate its services.

    (d) Should the Asset account be terminated, the account and transactional information required for meeting data retention standards will be securely stored for five (5) years.

    (d) Termination shall not affect the Parties obligations with respect to any Completed Trades entered into prior to such termination.

    (e) ZebPay OTC maintains full custody of user data/information which may be turned over to the authorities in event of account suspension/closure arising from fraud investigations, AML investigations or violation of the law or these Terms of Use.
  1. Compliance with Local Law

    (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. 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.

    (b) All users of the ZebPay OTC 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 OTC maintains a stance of cooperation with law enforcement authorities globally and will not hesitate to seize, freeze, terminate the Account and funds of Users which are flagged or investigated by legal mandate.
  1. Force Majeure

    (a) ZebPay  Services are offered only on the digital domain, which is subject to risks including offensive attacks. ZebPay OTC shall not be liable for any loss caused to the User’s Account if the same arises due to any Force Majeure event, including commissions or omissions by third parties, forces of nature, offensive attacks on ZebPay OTC 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 OTC.

    (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 OTC; 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 OTC 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 OTC shall also not be liable or responsible for any disclosure by User of any User account details, including on account of a phishing attack or other third-party disruption.
  1. Privacy and Confidentiality

    (a) ZebPay OTC processes all personal information in accordance with applicable law and regulations relating to the processing, privacy, and use of personal information.

    (b) ZebPay OTC may collect, hold and process personal information about the Client from the way in which the Client engages with ZebPay OTC (such as by filling in the application, initiating transactions, or if the Client contacts ZebPay OTC by post, email, telephone, in person or by any other means), through the Client’s interactions with ZebPay OTC and/or the ZebPay OTC Platform.

    (c) Details of the types of personal information which ZebPay OTC collects, holds or processes are set out in the Privacy Policy,

    (d) ZebPay relies on the following legal basis to process and use the Client’s personal information:

    (i) processing is necessary for the performance of the ZebPay Services provided to the Client under these Terms of Use;

    (ii) processing is necessary for the purposes of ZebPay OTC’s legitimate business interests, including administering the relationship with the Client and/or analysing, improving and developing its trade, products and services. [For a more detailed overview of the legitimate business interests of ZebPay OTC’s please refer to the relevant section of the aforesaid Privacy policy]; and

    (iii) processing is necessary for compliance with a legal obligation to which ZebPay OTC is subject as better identified in the Privacy Policy.

    (e) The Client’s personal information may be disclosed to service providers and other suppliers (including those outside of Singapore) provided that any such transfer or access is compliant with the Personal Data Protection Act 2012 and is subject to appropriate contractual provisions relating to data protection and confidentiality. Further details as to where the Client’s personal information may be transferred or accessed and the basis for such transfers are set out in the Privacy Policy.

    (f) ZebPay OTC 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 Personal Data Protection Act 2012.

    (g) The Client agrees to not disclose, and to otherwise keep confidential, the transactions contemplated hereby (“Confidential Information”). If the Client is required by law, rule or regulation to disclose any Confidential Information, the Client will, to the extent legally permissible, provide ZebPay OTC with prompt written notice of such requirement so that ZebPay OTC may seek an appropriate protective order or waive compliance with this Clause. The Client further agrees to not make any public announcement, public statement or advertisement relating to the relationship of the Parties or the fact that the Parties engaged in any transaction without the prior written consent of ZebPay OTC. The confidentiality obligations set forth in this Clause shall survive the termination of these Terms of Use.

    (h) For the avoidance of doubt, ZebPay OTC may be required to disclose information to third parties in order to carry out fraud-checks, for KYC procedures, and for other purposes solely in relation to the provision of the services contemplated by these Terms of Use, and the Client expressly consents to such disclosure.
  1. Complaints

    If the Client has any complaints, feedback or questions, the ZebPay OTC may be contacted via otc@zebpay.com and we will in our best efforts try to resolve the issue with expediency. .
  1. Notices

    (a) Unless these Terms of Use expressly state otherwise, a notice, consent, approval, waiver or other communication (notice) in connection with these Terms of Use must be in writing. A notice may be given by hand delivery, prepaid post, or by electronic message to the recipient’s physical address or email address as advised from time to time.

    (b) A notice given under this clause will be deemed to be received:

    (i) if hand delivered, at the time of delivery;

    (ii) if sent by prepaid post, three Business Days after the date of posting or seven Business Days after the date of posting if posted to or from a place outside Singapore;

    (iii) if sent by electronic message, when the sender receives an automated message confirming delivery or eight 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.
  1. Assignment

    The Usermay not assign or otherwise deal with any of its rights or obligations under these Terms of Use without the prior written consent of ZebPay OTC. However, ZebPay OTC may, without the consent of the User, assign its rights under these Terms of Use in the case of the sale of all or part of the ZebPay OTC Platform.
  1. Waiver

    (a) No failure to exercise or delay in exercising any right given by or under these Terms of Use to a Party constitutes a waiver and the Party may still exercise that right in the future.

    (b) Waiver of any provision of these Terms of Use 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.
  1. Severability

    If any provision in these Terms of Use is void, voidable by a party, unenforceable, invalid or illegal and would not be so if a word or words were omitted, then that word or those words are to be severed and if this cannot be done, the entire provision is to be severed from these Terms of Use without affecting the validity or enforceability of the remaining provisions of these Terms of Use.
  1. No merger

    On completion or termination of the transactions contemplated by these Terms of Use, the rights and obligations of the Parties set out in these Terms of Use will not merge and any provision that has not been fulfilled remains in force.
  1. Further steps

    Each Party agrees to promptly do all things reasonably necessary or desirable to give full effect to these Terms of Use, including obtaining consents and signing documents.

  2. Time is of the essence of these Terms of Use and the obligations contemplated herein.
  1. Entire agreement

    These Terms of Use contain the entire agreement between the Parties about their subject matter and supersede all previous communications, representations or agreements between the Parties on the subject matter.
  1. Governing law and jurisdiction

    (a) These Terms of Use are governed by and construed in accordance with the laws of Singapore, without giving effect to the principles of conflicts of law thereof.

    (b) The Parties submit to the non exclusive jurisdiction of the courts of Singapore in connection with any dispute and/or action arising under or in relation to these Terms of Use.