Genie Technologies Pte Ltd [Registration No: 201919382H ], 18 Cross Street, #02-101 Cross Street Exchange, Singapore 048423 which owns and operates the ‘Zebpay’ Exchange Platform in Singapore, and shall hereinafter referred to as “Awlencan” or “ ZebPay” or “Company" or "Genie".
In this agreement the following terms, unless the context otherwise indicates, will have the following meanings:
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 to comply with the AML Regulations.
Business Day means a day that is not a Saturday, Sunday or public holiday in Singapore.
Client Deposits means money (fiat) deposited into the Client Asset Account either by the Client transferring funds to the Client Asset Account or by crediting the Client Asset Account by Zebpay as a result of a sale of Digital Payment Token by the Client on the Zebpay Platform.
Client Deposit Money means Client Deposits credited to the Client Asset Account (not applicable to Indian Customers).
Client Asset Account or Account entails the overall term for all wallets and accounts that the Client holds with the Company on the Zebpay Platform including both fiat and crypto-wallets.
Company means Genie Technologies Pte Ltd [Registration No: 201919382H]
Competent Authority means the Monetary Authority of Singapore or such other relevant government authority.
Crypto Earn Service shall have the meaning ascribed to the term in Clause 10 (d).
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 under the AML Regulations.
Digital Payment Token Exchange means (per Schedule I of the Payment Services Act) an exchange operating in or from within Singapore which facilitates the exchange and/or trading of digital payment tokens by making or hosting offers or invitations to buy or sell digital payment tokens in exchange for any money or any other digital payment token, but does not include an exchange where the exchange in question does not come into possession of any money or any digital payment token, whether at the time that the material offer or invitation is made or otherwise.
Digital Payment Token has the same meaning as defined in the Payment Services Act.
Token Lending Service shall have the meaning ascribed to the term in Clause 10 (c).
User or Client 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”) 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 Digital Payment Tokens involves a high degree of risk to your capital. Digital Payment Tokens may not be appropriate for all investors and you should seek independent advice if necessary. Trading with Digital Payment Tokens 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/sg/risk-warning-on-digital-payment-token-services/ , before using any of ZebPay’s Services.
(a) 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.
Democratic People’s Republic of Korea, Iran, Bahamas, Botswana, Cambodia, Ghana, Iceland, Mongolia, Pakistan, Panama, Syria, Trinidad and Tobago, Yemen, Zimbabwe, Cuba
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 Asset Account to engage in the following categories of activity (“Prohibited Uses”). The specific types of use listed below are representative, but not exhaustive:
Pursuant to Zebpay’s strict policy of preventing potential conflicts of interest and/or market abuse, the Client is given notice that Zebpay does not extend its services to its employees and/or their relatives, save where Zebpay 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 Platform, the Client acknowledges and declares that neither he/she nor any of her relations are employees of Zebpay or any of its affiliates.
For the purpose of the Token Lending Service, the lending or borrowing of Tokens to or from Zebpay are subject to the provisions of respective terms. Detailed terms of the Token Lending Service are available at https://zebpay.com/in/lending/. By availing themselves of these particular service(s), Users are deemed to have read and understood, and agree to be bound by their terms.
For the purpose of the Crypto Saving Service, the saving of Tokens on the ZebPay Platform is subject to the provisions of its terms. Detailed terms of the Crypto Earn Service are available at https://zebpay.com/in/earn/. By availing themselves of this particular service, Users are deemed to have read and understood, and agree to be bound by its terms.
For the purpose of the OTC Trading Platform Service, the User is subject to the provisions of its terms. Detailed terms of the OTC Trading Platform Service are available at https://zebpay.com/otc/terms-of-use/. By availing themselves of this particular service, Users are deemed to have read and understood, and agree to be bound by its terms.
(a) All Users must register for a Zebpay Client Asset Account before using the Zebpay Platform via our standard application procedure. To register for an account, the Client must provide his or her real name, email address and such other requested information including KYC documents.
(c) Where Zebpay 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 with any information as Zebpay may require. The Client 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.
(d) In order to open a Client Asset Account, the Client must complete the registration process.
(e) Zebpay is obliged to carry out all the searches and enquiries that Zebpay 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 Client Asset Account. The Client authorises Zebpay to use the information to perform the above checks in relation to this Agreement.
(f) The identity verification information which may be requested can generally include but not limited to:
(g) In providing this required information, the Client confirms that it is accurate and authentic. Post-registration, the Client must guarantee 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 use of the Client Asset Account and, as the case may be, terminate all or part of Zebpay 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 Service if the Client cannot be reached through the contact information provided by the Client.
(i) 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.
(j) Zebpay 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, the Client shall be notified of its Client Asset Account.
(k)The Client may only start trading and/or exchanging with Zebpay on the Zebpay Platform after the initial deposit of fiat or Digital Payment Tokens is credited to the Client Asset Account and such deposit has been cleared.
(l) 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.
(m) The Client may request Zebpay to make payments by debiting the Client Asset Account to the extent cleared funds are available at the time of the request (electronically via the Zebpay Platform)
(n) The initial deposit and any additional funds deposited by the Client (together, Client Deposits) shall be credited to the Client Asset Account as the case may be.
(o) Any crediting or debiting of Client Deposit Money to or from the Client Asset Account 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.
(p) Zebpay may receive interest in respect of the Client Asset Account but will not pay any portion of such amounts to the Client. The Client hereby waives any right to receive interest on any positive balance of Client Deposits on the Client Asset Account.
(q) The Client Asset Account shall be denominated in Singapore dollars (‘Base Currency’) by default.
(r) All gains, earnings, losses, costs and liabilities made or incurred by the Client under or in relation to any Digital Payment Token or any service provided by Zebpay or otherwise in connection with this agreement (including any fees charged by Zebpay) shall be credited or debited to the Client Asset Account, as applicable.
(s) The Client hereby expressly authorises Zebpay to deduct any such amounts from any Client Deposits held in the Client Asset Account by Zebpay on the Client’s behalf.
(t) The Client may, at any time, withdraw funds (‘Withdrawn Funds’) from the Client Asset Account by submitting a request to Zebpay (‘Withdrawal Request’). The amount requested must be available in Client Asset Account. Zebpay may, at its discretion, elect to withhold payment (or deduct an amount from it, as applicable) if:
(u) Zebpay will only pay Withdrawn Funds to the Clients registered bank account unless the Client has notified a change in their payment details in writing in advance and this is in compliance with applicable law and regulations, in particular anti-money laundering controls.
(v) The Client shall make Client Deposits 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 Client Asset Account and password/ PIN and the Client will be responsible for all activities relating to the Client’s logins and password/PIN.
(w) The Client hereby covenants that the Client:
(x) Zebpay will not be responsible for any loss or consequences caused by the Client’s failure to comply with the above terms and conditions.
(a) The Client represents and warrants to ZebPay that:
(b) If the Client violates the foregoing promises 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 from all actions, claims, losses or costs arising from such violation;
(c) The Client will not use any data or information displayed on the Zebpay Platform for commercial purposes without the prior consent of Zebpay.
(e) By accessing the Zebpay Service, 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:
(f) The Client consents to the Zebpay Platform’s KYC checks and procedures and under no circumstance may Zebpay refund any money or grant 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.
(g) Without prejudice to the aforesaid, any funds which are kept in the Client Asset Account will be ‘frozen’ until the relevant procedures are completed and under no circumstance may they be ‘exchanged’ or ‘withdrawn’.
(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 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.
(i) The Client acknowledges and agrees that the above representations and warranties have been a material inducement to the decision of Zebpay to enter into this agreement with the Client.
(j) In case of any abnormal behaviour, fluctuation or delay in transactions beyond Zebpay’s control, Zebpay shall not be liable to the Client.
(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 Digital Payment Token information can be acquired, and Digital Payment Token transactions can be conducted.
(b) Zebpay cannot control the quality, security or legality of the Digital Payment Tokens 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.
(i) 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.
(ii) 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.
(iii) Zebpay shall not be liable for any disruption of service, whereby the User is denied access to their cryptocurrencies, including those stored on the Client Asset Account.
(iv) 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.
(v) 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.
(vii) The User shall not be entitled to any damages for any reason whatsoever including for consequential or compensatory damages against Zebpay 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 credited to the Client Asset Account, 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.
(viii) In the event that any cryptocurrencies stored in any Client Access 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.
(ix) All claims by a User shall be limited to the cryptocurrencies and fiat in the relevant Client Asset Account, subject to the above mentioned conditions.
(x) 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 CRYPTOCURRENCIES 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 .
In addition to the liability cap above, in no event shall Zebpay, our affiliates or our service providers, or any of our 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:
(b) Zebpay shall have the right to keep and use the transaction data or other information related to such Client Asset Accounts. The above account controls may also be applied in the following cases but not limited to the following:
(c) In case of any of the following events, Zebpay shall have the right to directly terminate this agreement by cancelling the Client’s Asset Account, and shall have the right to permanently freeze (cancel) the authorisations of the Client’s Asset Account and withdraw the corresponding Client account:
(d) Should the Client Asset account be terminated, the account and transactional information required for meeting data retention standards will be securely stored for five (5) years. In addition, 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.
(e) Subject to clause 21(f), once the Client Asset Account is closed/withdrawn, all remaining balances (which includes 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 the reasonable time to withdraw all funds from the account.
(f) Zebpay maintain full custody of the funds and 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 Zebpay’s Terms (e.g. trading on Zebpay from a sanctioned country).
(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 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 maintain a stance of cooperation with law enforcement authorities globally and will not hesitate to seize, freeze, terminate the Client Asset Account and funds of Users 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 monies 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 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 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.
(d) ZebPay relies on the following legal basis to process and use the Client’s personal information:
(f) 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 Personal Data Protection Act 2012.
(g) 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.
(h) 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, and the Client expressly consents to such disclosure.
If the Client has any complaints, feedback or questions, the Company may be contacted via firstname.lastname@example.org and we will in our best efforts try to resolve the issue with expediency. ZebPay shall not provide any support services to walk-in users.
Any payment to be made under this agreement must be made by one of the following methods:
(a) Unless this agreement expressly states otherwise, a notice, consent, approval, waiver or other communication (notice) in connection with this agreement 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:
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.
A party may not assign or otherwise deal with any of its rights or obligations under this agreement without the prior written consent of each other party that must not be unreasonably withheld. However, ZebPay may, without the consent of the User assign its rights under this agreement in the case of the sale of all or part of the ZebPay Platform.
(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.
By giving its approval or consent about any matter dealt with in this agreement, a party does not make or give any warranty, representation or undertaking about any circumstances relating to the subject matter of the consent or approval.
If any provision of this agreement 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 this agreement without affecting the validity or enforceability of the remaining provisions of this agreement.
On completion or termination of the transactions contemplated by this agreement, the rights and obligations of the parties set out in this agreement will not merge and any provision that has not been fulfilled remains in force.
Each party agrees to promptly do all things reasonably necessary or desirable to give full effect to this agreement, including obtaining consents and signing documents.
Time is of the essence of this agreement.
This agreement contains 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.
(a) This agreement is governed by the laws of Singapore.
(b) The parties submit to the non exclusive jurisdiction of the courts of Singapore in connection with this agreement.