Legal & Privacy
For all intents and purposes of customers accessing the Zebpay platform in or from Australia will be contracting with
Awlencan Innovations Australia Pty Ltd ACN 629 939 948, C/o - Hall & Wilcox Lawyers, Level 11 South Tower, 525 Collins Street MELBOURNE VIC 3000 which owns and operates the ‘Zebpay’ Exchange Platform in Australia, hereinafter referred to as “Awlencan” or “Zebpay” or “Company”.
1. Definitions and Interpretation
In this agreement, the following terms, unless the context otherwise indicates, will have the following meanings:
AML Act means the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth) and all associated regulations and rules.
AML Policy means the policies and programs maintained by Zebpay to comply with the AML Act.
Business Day means a day that is not a Saturday, Sunday or public holiday in Melbourne, Victoria.
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 VFA by the Client on the Zebpay Platform.
Client Deposit Money means Client Deposits credited to the Client Asset Account.
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 Awlencan Innovations Australia Pty Ltd ACN 629 939 948.
Competent Authority means AUSTRAC or such other relevant government authority.
Dispute means a dispute, controversy or claim between any of the parties as to:
a) the construction of this agreement;
b) the rights or obligations of a part under this agreement; or
c) any other matter arising out of or relating to this agreement.
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 Act.
OTC Trading Platform Services means the services described in clause 9.
VFA Exchange Service means a digital currency exchange accessed in or from within Australia as described in clause 9), on which only Virtual Financial Assets may be transacted in accordance with the rules of the Zebpay Platform.
Virtual Financial Asset or VFA has the same meaning as “digital currency” as defined in the AML Act and includes any other token or cryptocurrency that Zebpay elects to list on the Zebpay Platform.
User or Client means persons availing Zebpay’s Services (as defined below), directly or indirectly.
Zebpay Platform shall mean and include either exclusively or collectively, Zebpay Android App, Zebpay iOS App (collectively, “Zebpay App”) , Zeb Web app (“Web version”) , Zebpay website “www.zebpay.com” (“Zebpay Website”) ,web assets on the Zebpay.com domain, Zebpay Developer Portal, Public APIs and secure authentication for Zebpay Users;
Zebpay Services means the services made available on the Zebpay Platform.
2. Risk Warning
Trading in Virtual Financial Assets involves a high degree of risk to your capital. Virtual Financial Assets may not be an appropriate investment for all investors and you should seek independent advice if necessary. Trading with Virtual Financial Assets may result in total loss of your investment.
3. Risk Warning
- This agreement is between you (hereinafter known as the ‘Client or User’) and ‘Zebpay’ as the operator of the Zebpay Platform.
- As this is a legally binding contract, the Client is cordially requested to carefully read through this agreement and related notices before using any of Zebpay’s Services.
4. Anti Money-Laundering Disclaimer
Zebpay is committed to support the global fight against money laundering and terrorist financing. In this regard, the Company has endeavoured to carefully to ensure that all of its internal anti-money laundering procedures comply with the Anti-Money Laundering and Counter-Terrorism Financing Act 2006 (Cth).
5. Agreement Conditions
- If the Client is an individual and is not at least 18 years old, the legal guardian shall be responsible for all actions and consequences resulting from your actions on the Zebpay Platform and Zebpay shall have the right to cancel or freeze your Client Asset Account in addition to filing claims against you and your guardian for compensation.
- Each Client shall have one Client Asset Account only. Multiple accounts for the same Client will not be allowed.
- Clients who are either a citizen or resident of the below mentioned countries are not permitted to use the Zebpay Services in any form (“Prohibited Jurisdiction Use”)
BALKANS, BANGLADESH, BELARUS, COTE D'IVOIRE, CUBA, DEMOCRATIC REPUBLIC OF CONGO, IRAN, IRAQ, INDIA, JAPAN, LIBYA, NORTH KOREA, SOMALIA, SRI LANKA, SUDAN, SYRIA, USA, YEMEN, ZIMBABWE, PAKISTAN, KYRGYZSTAN, AFGHANISTAN
7. 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 Asset Account to engage in the following categories of activity (“Prohibited Uses”). The specific types of use listed below are representative, but not exhaustive:
- Unlawful activity
- Intellectual property infringement
- Defamation or abuse
- Terrorist financing
- Money laundering
- Distributing or funding drugs and drug paraphernalia or
- Malicious hacking.
8. Description of services or business activity
- The OTC Trading Platform Service is a service accessed through the Zebpay Platform whereby Zebpay provides an online virtual financial asset trading platform via a sophisticated Zebpay platform for products commonly known as cryptographic tokens, digital tokens or cryptographic currency.
- When a User enters into the OTC Trading Platform Service on the Zebpay Platform, the User acknowledges and consents that he/she may be transacting with Zebpay as a counterparty, meaning that for all intents and purposes, Zebpay is dealing on its own account and the prices are decided solely by Zebpay.
- The VFA Exchange Service is a service which can be accessed through the Zebpay Platform whereby Zebpay provides an online virtual financial asset trading platform (crypto to crypto/fiat to crypto/crypto-fiat) for products commonly known as cryptographic tokens, digital tokens or cryptographic currency. The functionalities available under this service falls into two separate classes. In broad terms, the “Instant Buy/Sell” class of services will allow Users to trade the aforementioned tokens and currencies with Zebpay itself as the counterparty. Conversely, the “Exchange” class of services will allow Users to trade the aforementioned tokens and currencies amongst each other, which Zebpay facilitates by providing the matching service that will pair up their respective buy and sell orders
- When a User enters the VFA Exchange Service on the Zebpay Platform, the User acknowledges that he or she is transacting with other users of the Zebpay platform as a counterparty and bids are matched on a non-discretionary basis with a counterparty. In this regard, Zebpay provides a platform to match orders and prices which are set by the market-forces of supply and demand.
9. Provisions relating to both services
- The Client must register and open a Client Asset Account with Zebpay for exchanging Virtual Financial Assets (VFAs) prior to the Client’s commencement of trading on the Zebpay platform.
- All crypto-wallets will be managed by the Company.
- Client may request the withdrawal of the Virtual Financial Assets and any fiat currency subject to the limitations set out in https://www.zebpay.com/fees-global/
- Zebpay strives to maintain the accuracy of information listed on the Zebpay Platform ,however, it cannot guarantee the accuracy, suitability, reliability, completeness, performance or fitness for the purpose of the content through the Zebpay Platform and will not accept any liability whatsoever for any loss or damage that may arise directly or indirectly from the content.
- Information on Zebpay’s Platform can be subject to change without notice and is provided as a facilitator for Users to make independent decisions.
- All Users of the Zebpay Platform must understand that there are risks involved in the usage of the Zebpay Platform. Zebpay encourages all users to exercise prudence and trade responsibly within their own means and capacity.
- While Zebpay emphasises online interface security to ensure the continuity and security of its services (announcements will be made in event of downtime/maintenance), it will not be held accountable to Users for an act of God, Force Majeure, malicious targeted hacking, terrorist attacks and other unforeseen circumstances.
- Zebpay reserves the right to cancel, rollback or block transactions of all type on its platform in the event of an abnormal transaction(s) or on the basis on its internal AML Policy.
- Zebpay will not ask for any password or PIN from its users except for Users to login into Zebpay Platform and use Zebpay services. Zebpay will also not ask Users to transfer funds that are not listed on its OTC Trading Platform Service or VFA Exchange Service.
- By using the Zebpay Platform and Zebpay’s Services, the Client declares that all information provided by the Client to Zebpay is true, accurate and complete.
10. User identity verification
- In addition to providing this information, to facilitate compliance with global industry and government standards for data retention, the Client agrees to permit Zebpay to keep a record of such information for the lifetime of the User’s Client Asset Account plus 7 (seven) years after closing that account.
- The Client also authorises Zebpay 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 against financial crimes such as fraud, etc.
11. Client Money/Funds
12. Know your customer and on boarding
- Zebpay is required to adhere to KYC requirements. Zebpay may undertake remote KYC procedures and video on boarding.
- The KYC procedures may be created or undertaken by any authorised representative of (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 Act and the AML Policy.
- The Client is bound to follow all on-screen instructions and adhere to all requirements that emanate from the on-boarding on to the Zebpay Platform.
13. Authenticity and self-responsibility of identity information
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 their real name, email address and such other requested information including KYC documents.
Depending on certain conditions and in our sole discretion, we may refuse to open an account for you. No orders can be executed until a Client Asset Account is opened and cleared funds have been deposited in accordance with this agreement.
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.
In order to open a Client Asset Account, the Client must fully complete the registration process.
Zebpay is obliged to carry out all the searches and enquiries that Zebpay deem 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 Act 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.
The identity verification information which may be requested can generally include but is not limited to:
- Full Name
- Email Address
- Contact Information
- Telephone Number
- Government Issued ID/Passport
- Date of Birth
- Proof of address
- Bank account details
- Information on the User’s trades
- Photographs and images.
In providing the above mentioned information, the Client confirms that the information provided is accurate and authentic. Pursuant to registration, the Client must guarantee that the information is truthful, complete and updated in a timely manner inclusive of any change(s). If there is any reasonable doubt that any information provided by you is wrong, untruthful, incorrect, 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.
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.
The Client hereby acknowledges and agrees that he/she has the obligation to keep all information provided to Zebpay up to date and make any any changes if required.
Zebpay may or may not accept an application of 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 approval and receipt of the Client Asset Account.
The Client may only start trading and/or exchanging with Zebpay on the Zebpay Platform after the initial deposit of fiat or VFAs is credited to the Client Asset Account and such deposit 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 Asset Account to the extent cleared funds are available at the time of the request (electronically via the Zebpay Platform).
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.
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.
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.
The Client Asset Account shall be denominated in Australian dollars any other currency determined by Zebpay (‘Base Currency’) by default.
All gains, earnings, losses, costs and liabilities made or incurred by the Client under or in relation to any VFA 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.
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.
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 so requested must be available in the Client Asset Account. Zebpay may, at its discretion, elect to withhold payment (or deduct an amount from it, as applicable) if:
- Zebpay is required by applicable law or regulations to deduct or withhold such payment; or
- there is an unresolved dispute between Zebpay and the Client in connection with this agreement or any related contract in respect of such funds.
- will not share its login details or password/PIN details with any third party;
- will notify Zebpay immediately if the Client is aware of any unauthorised use of the Client Asset Account or the Client login or password/ PIN by any person or if there is reason to believe that the User’s security has been violated;
- will strictly observe the security, authentication, dealing, charging, withdrawal mechanisms or procedures of the Zebpay Platform; and
- will log out from the Zebpay Platform by taking proper steps at the end of every visit/session.
Zebpay will not be responsible for any loss or consequences caused by the Client’s failure to comply with the above terms and conditions.
14. Representations, warranties and covenants of the Client
The Client represents and warrants to Zebpay that:
- The Client’s conduct will not be in violation of the law, public interests, public ethics or other’s legitimate interests,
- the Client will not evade the payment of taxes or fees and will not violate this agreement or relevant laws and rules ;
- all information supplied by the Client to Zebpay is complete, true, accurate and not misleading or deceptive in any regard;
- if the Client is an individual, the Client is at least 18 years old;
- if the Client is a body corporate, unincorporated association, trust or other legal entity, the Client is validly existing in accordance with applicable law and regulations;
- the Client has entered into this agreement and will enter into any transaction on the Zebpay Platform as a principal and not as another person’s agent or representative;
- 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 and/or citizen of the United States of America, or any other jurisdiction where it may be/is unlawful to access the Zebpay Platform or trade with Zebpay;
- 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;
- 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;
- this agreement 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;
- the Client is fully aware of the financial and other risks involved with trading in VFAs under this agreement and is willing and financially able to sustain a total loss of funds resulting from the trading and transactions entered into on the Zebpay Platform;
- the Client has consistent and uninterrupted access to the internet and the email address, mobile number provided to Zebpay during the application procedure;
- 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;
- the Client will not alter, distort or otherwise manipulate the relevant market or underlying in relation to a transaction entered into under this agreement;
- 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;
- the Client will not use the Zebpay Platform for the purpose of obtaining, processing, distributing, viewing, assessing, analysing, copying or replicating any information, methods or processes related to the Zebpay Platform (including without limitation by way of data scraping, the use of collection or accumulation tools and robotic or scripted responses);
- the Client will not reverse engineer, disassemble or otherwise attempt to construct, copy or replicate the Zebpay’s source code, formulas or processes;
- the Client will not interfere with the security of the Zebpay Platform or the safe use of the Zebpay Platform by others (including without limitation by way of distributing viruses, corrupted files or other similar software or programs that may damage the operation of any computer hardware or software or which are otherwise directed at the Zebpay Platform or its users);
- the Client will not use the Zebpay Platform for any purpose that is unlawful or prohibited or in a way which infringes the intellectual property rights or other rights of any person (including us);
- the Client will not knowingly or recklessly use and/or take advantage of a technical or technological error, loophole or glitch on Zebpay’s Platform;
- the Client will not use the Zebpay Platform or the information contained in it for commercial purposes which are competitive to the Zebpay Platform or our business or which would otherwise be detrimental or prejudicial to Zebpay’s interests in any way;
- the Client will not use systematic, repetitive or other related methods which are designed to generate or obtain repetitive and repeated amounts of data or other information from or to the Platform or which may otherwise place an unreasonable load on the infrastructure of the Platform;
- the Client will not se publish, post, distribute, disseminate or send ‘spam material’ or engage in any communication that is offensive, false, unlawful, defamatory, indecent, unfair or inappropriate in any way to others, which would reasonably be considered ‘spam’ or which is deliberately false, misleading, or deceptive (or likely to mislead or deceive);
- the Client will not collect or store personal data about other users of the Zebpay Platform; or
- the Client will not do anything else which may interfere with or negatively affect the operation of the Zebpay Platform or others users.
If the Client violates any of the provisions of this Agreement 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;
The Client will not use any data or information displayed on the Zebpay Platform for commercial purposes without the prior consent of Zebpay.
- using a device, software or subroutine to interfere with the Zebpay Platform;
- overloading network equipment with unreasonable data loading requests;
- executing malicious sales or purchases on the market.
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:
- block and close order requests;
- freezing your Client Asset Account;
- reporting the incident to authorities;
- publishing the alleged violations and actions that have been taken;
- deleting any information you published that is in violation.
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.
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’.
If the Client’s alleged violation causes any losses to a third-party, you shall solely undertake all the legal liabilities in your own name and hold Zebpay harmless from any loss, fine or extra expenses. If, due to any alleged violation Zebpay incurs any losses, is claimed by any third party for compensation or suffers any punishment imposed by any administrative authorities, 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 enter into this agreement with the Client.
In case of any abnormal behaviour, fluctuation or delay in transactions beyond Zebpay’s control then for such instances Zebpay is not liable to the Client.
15. Dispute resolution
Except where interim or urgent interlocutory relief is sought, prior to the commencement of any legal proceedings, whether in a court or by way of arbitration, the parties agree to use reasonable endeavours to resolve a Dispute in accordance with this clause.
If a party considers that a Dispute exists, then that party must give written notice to the other party that it considers a Dispute exists specifying the Dispute, including any event, matter or omission that the party relies on as giving rise to the Dispute.
If the Dispute is not resolved within 10 Business Days of the above notice (Resolution Period), either party may refer a Dispute to mediation no later than 10 Business Days after the end of the Resolution Period.
Any Dispute referred to mediation:
- must be conducted in accordance with the Resolution Institute Mediation Rules and:
- must be conducted by a mediator agreed on by the disputing parties; or
- if the disputing parties are unable to agree on a mediator within five Business Days of the date of the referral to mediation, be conducted by a mediator appointed by the then current chair or acting chair of the Resolution Institute following a request from any of the disputing parties.
- The role of any mediator is to assist in negotiating a resolution of the Dispute within 45 days of his or her appointment (Mediation Period).
- If the Dispute is not resolved by the disputing parties during the Mediation Period, then any of the disputing parties may refer the Dispute for determination by arbitration no later than five Business Days after the end of the Mediation Period.
Any Dispute referred to arbitration must be conducted:
- in accordance with the Resolution Institute Rules for the Conduct of Commercial Arbitrations and: be conducted by an arbitrator agreed on by the disputing parties; or
- if the disputing parties are unable to agree on an arbitrator within five Business Days of the date of the submission to arbitration, be conducted by an arbitrator appointed by the then current chair or acting chair of the Institute of Arbitrators & Mediators Australia following a request from any of the disputing parties.
- The parties agree that an award made by the arbitrator under this clause will, in the absence of manifest error, be binding on the parties.
- The cost of any mediator, arbitrator or both will be shared equally between the parties.
- The disputing parties will each bear their own costs of any mediation.
- Subject to any award of costs made by the arbitrator, the disputing parties will each bear their own costs of any arbitration.
- If no party refers the Dispute to mediation or arbitration under this clause, then the parties may commence legal proceedings in respect of the Dispute.
- The existence of a Dispute does not excuse any party from performing its respective obligations under this agreement (except those in respect of which the Dispute exists).
- Failure by a party to a Dispute to comply with this clause may be pleaded in bar to the continuance of any proceeding initiated by that party until this clause has been complied with.
Zebpay grants you a non-exclusive, revocable, non-transferable licence to use the software on a server controlled by us for the sole purpose of accessing and obtaining the material on the Zebpay Platform.
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 VFA information can be acquired, and VFA transactions can be conducted.
Zebpay cannot control the quality, security or legality of the VFAs 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
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.
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.
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.
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.
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.
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.
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.
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.
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 .
- No Liability for Breach
Zebpay will not be liable for any breach of this agreement where the breach is due to abnormal and unforeseeable circumstances beyond Zebpay’s control, the consequences of which would have been unavoidable despite all effects to the contrary, nor is Zebpay liable where the breach is due to the application of mandatory legal requirements.
- Limitation of loss
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:
- 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;
- 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;
- 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;
- any loss or damage whatsoever which does not occur directly from our breach of this agreement; and/or
- any loss or damage whatsoever which is in excess of that which was caused as a direct result of our breach of this agreement (whether or not you are able to prove such loss or damage).
19. Termination of this agreement
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 Client Asset Account is subject to a governmental proceeding, criminal investigation or other pending litigation;
- we detect unusual activity in the Client Asset Account;
- we detect unauthorized access to the Client Asset Account;
- we are required to do so by a court order or command by a regulatory/government authority;
- we reasonably suspect you of acting in breach of this Agreement;
- we suspect money laundering, terrorist financing, fraud, or any other financial crime;
- Use of your Client Asset Account is subject to any pending litigation, investigation, or government proceeding and/or we perceive a heightened risk of legal or regulatory non-compliance associated with your account activity;
- we take any action that may circumvent our controls such as opening multiple accounts or abusing promotions which we may offer from time to time.
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:
after Zebpay terminates services to the Client,
- the Client allegedly registers or registers in any other person’s name as Zebpay User again, directly or indirectly;
- the main content of User’s information that the Client has provided is untruthful, inaccurate, outdated or incomplete;
- any other circumstances where Zebpay deems it should terminate the services.
Should the Client Asset Account be terminated, the account and transactional information required for meeting data retention standards will be securely stored for seven (7) 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.
Subject to clause 20(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.
20. 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 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.
21. Force Majeure
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.
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 any disclosure by User of any User account details, including on account of a phishing attack or other third-party disruption.
22. Privacy and Confidentiality
Zebpay processes all personal information in accordance with applicable law and regulations relating to the processing, privacy, and use of personal.
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:
- 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 Privacy Act 1998 (Cth).
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 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.
In this clause 26, words and expressions defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) (GST Act) have the meaning given to them in the GST Act.
- Consideration does not include GST
All amounts payable or consideration to be provided under or in connection with this agreement, do not include an amount for GST.
- Recovery of GST
If GST is or becomes payable on any supply made under or in connection with this agreement, the party required to provide the consideration for the supply must pay, in addition to and at the same time as the consideration is provided, an amount equal to the amount of GST on the supply.
Where a party is required under this agreement to reimburse or indemnify another party for any loss or amount, the amount to be reimbursed or paid will be reduced by any input tax credit that the other party is entitled to claim.
25. Method of payment
Any payment to be made under this agreement must be made by one of the following methods:
- a bank draft or a bank cheque;
- 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
- any other lawful form of payment that the parties agree in writing.
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.
A notice given under this clause will be deemed to be received:
- if hand delivered, at the time of delivery;
- 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 Australia;
- 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 17:00 Hours 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 (09:00 hours 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.
This agreement may only be amended or varied at any time by Zebpay. If user does not accept such modification he/she immediately cease to use the service.
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.
30. No warranty or representation
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.
32. No merger
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.
33. Further steps
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.
34. Time of the essence
Time is of the essence in this agreement.
35. Entire 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.
36. Governing law and jurisdiction
This agreement is governed by the laws of Victoria, Australia.
The parties submit to the non exclusive jurisdiction of the courts of Victoria and the Federal Court of Australia and any courts that may hear appeals from those courts about any proceedings in connection with this agreement.