This Terms and Conditions (hereinafter referred to as “Terms” or “Agreement”) governed the usage of the Platform provided by Zeal Fintech Limited, a company incorporated in Hong Kong and having its registered office is situated at Room 807, 8/F, Core 45, 43-45 Tsun Yip Street, Kwun tong, Kowloon, Hong Kong (hereinafter referred to as “ZealFin”, “We”, “Our” or “Us”).
Prior to using our product and services, users (hereinafter referred to as “User”, “You”, “Your” or Yours”) represent that you have reached to the legal age to trade, and you must understand, acknowledge and agree to be bound by these Terms before continuing utilization. If you do not agree to these Terms, you shall not access/use our Platform.
These Terms may be revised and updated from time to time without prior notice to you and it is your responsibility to periodically review these Terms which is available on our Platform. The continued use of our products and services constitutes your acceptance of the new Terms.
1. Definitions
1.1 As used in this Agreement:
1.1.1 “Business Days” shall mean any day between Monday and Friday which commercial bank in Hong Kong are opened for normal banking business and that is not a public holiday;
1.1.2 “Client” shall mean the third-party legal entity that provides end users with securities, financial services, and related trading activities and has engaged ZealFin to provide digital solutions;
1.1.3 “Confidential Information” shall mean refer to and inclusive of all Non-Public date, Personal Data and Login Details;
1.1.4 “Data Protection Law” shall mean collectively the GDPR, all Seychelles regulations on data protection, including the Data Protection Act 2023 and the Financial Consumer Protection Act 2022, and any other data protection laws and regulations applicable in Seychelles;
1.1.5 “Deposit for Trading” shall mean the funds that you transfer into your trading account with our Client in order to engage in trading activities;
1.1.6 “GDPR” shall mean the Regulation (EU) 2016/679 General Data Protection;
1.1.7 “Non-Public Data” means the data provided by the User to ZealFin, which shall not be made available to the public at large;
1.1.8 “Login Details” means the information that the User uses to log into their User Account, which may include the Username, Password, and other login methods that ZealFin may impose from time to time (e.g., biometric login);
1.1.9 “Platform” means (a) ZealFin’s website (both web and mobile versions), and (b) the mobile application (both iOS and Android versions) operated by ZealFin;
1.1.10 “Password” means the valid password the User created to log into their User Account, which may be used in conjunction with the Username to access the Platform;
1.1.11 “Privacy Policy” means ZealFin’s privacy policy with the latest version available on ZealFin’s Platform;
1.1.12 “Personal Data” means any information relating to an identified or identifiable natural person (‘data subject’); an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person
1.1.13 “Username” means the unique verification identification name or code which identifies the User; and
1.1.14 “User Account” means the account registered on ZealFin’s platform.
2. Interpretation
2.1 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
2.2 Unless the context otherwise requires, words in the singular shall include the plural and, in the plural, shall include the singular.
2.3 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
2.4 A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time.
2.5 Except where a contrary intention appears, a reference to a clause or schedule is a reference to a clause of, or schedule to, this Agreement.
2.6 Clause, schedule and paragraph headings shall not affect the interpretation of this Agreement.
2.7 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s personal representatives, successors or permitted assigns.
3. Your Obligation
You warrant, acknowledge, accept and declare your understanding that:
3.1 ZealFin and its Client are distinct legal entities. ZealFin is merely a business solutions company that provides technology service to its clients and does not directly or indirectly engage in the business of dealing in securities, investments, cryptocurrency, exchange services, or any other related trading services;
3.2 To access our Client’s products and/or services using our Platform, you must also enter into a separate agreement with our Client and accept their terms and conditions;
3.3 ZealFin is not liable for any trading activities or decisions you make on the Platform. Any information, materials, content, features, labels, or pictures do not constitute investment advice from us. You should exercise due diligence, conduct careful studies and research, and if necessary, seek professional investment advice before engaging in any trading activities.
3.4 There is cybersecurity risk associated with using our Platform. While we will do our due diligence to maintain the Platform, including a high level of security, there is a possibility that it may go down due to intentional cyberattacks, which could affect your trading activities and performance, as well as lead to potential leakage of Personal Data and Non-Public Data.
3.5 The Privacy Agreement is an integral part of this Agreement.
3.6 The third-party payment service providers available on the Platform are engaged by our Client and that we have no control over the selection of such providers. You may be required to register with these providers before you are able to use their services. ZealFin shall not be held responsible for any actions or decisions made by these providers.
3.7 You will use the Platform for its intended purposes and shall be subject to and bound by all applicable legal requirements, regulations, laws, and the stipulations set forth in this Agreement.
3.8 You will irrevocably and unconditionally indemnify and keep us indemnified from and against all costs, claims, losses, and damages resulting from platform downtime, unless it is due to our gross negligence.
3.9 ZealFin may, from time to time, develop or revise features on the Platform. Upon such developments, new terms governing their use will be imposed. It is your responsibility to review and accept these terms before continuing to use the Platform.
3.10 To fully access to our Platform, you must register a User Account using unique Login Details.
3.11 During the registration of User Account, you must furnish any information and/or documents that may be required by us for identity verification, as ZealFin is committed to preventing and combating financial crimes. Depending on the level of disclosure you provide, your access to our Platform may be limited.
3.12 You acknowledge that your application to open a User Account is subject to our approval and acceptance, and we retain the discretion to either approve or reject your application without the obligation to provide any explanation.
3.13 Upon successful registration, you must keep your Login Details confidential and shall not share, sell, assign, rent, lease your Login Details to any third party to access to the Platform. Such action will be deemed unauthorised access, and we may terminate your User Account if we become aware of it.
3.14 The Deposit for Trading that you transfer using our Platform is not safeguarded by us, but rather by the Client themselves. We will not, in any way, manage your Deposit for Trading. If you have any issues regarding the Deposit for Trading, you should liaise with the respective Client.
4. Effective Term and Termination
4.1 This Agreement will commence upon the User’s acceptance and shall remain effective until terminated by either Party according to Clause 4.2 to 4.4.
4.2 The User may terminate this Agreement by deleting their User Account. For the avoidance of doubt, this Agreement shall not be terminated solely by uninstalling ZealFin’s application software from the User’s devices.
4.3 ZealFin may terminate this Agreement immediately and without prior notice upon the occurrence of any of the following events:
a) the User commits a breach of these Terms;
b) the User is declared deceased, absent, or of unsound mind;
c) the Client has declined the User’s request for access to their products and/or services;
d) termination is mandated by any competent regulatory authority or body; or
e) any representations or warranties made by the Client are or become untrue.
4.4 Notwithstanding Clause 4.3, ZealFin may terminate this Agreement without cause by providing the User with fourteen (14) days’ prior notice.
5. Assignment and Transfer
The User’s rights and obligations under this Agreement are personal and may not be assigned or transferred to any third party except through proper procedures and with ZealFin’s prior written consent.
6. Confidentiality
6.1 ZealFin agrees and undertakes with the User as follows:
a) ZealFin shall hold secret and confidential and shall not use or disclose the User’s Confidential Information except to those of its Client, employees and associated person who have a “need-to-know” on such Confidential Information for the performance of its obligations hereunder. ZealFin shall take such action as it deems necessary to ensure that its employees comply with this provision;
b) ZealFin shall ensure its employees and associated person involved in this Agreement are aware of the confidentiality obligations and the statutory requirements imposed on ZealFin; and
c) to the extent that any of the data or information extended to ZealFin by the User or Client and/or collected/processed by ZealFin on behalf of the Client, pursuant to this Agreement, consists of Confidential Data as defined in the Data Protection Law, ZealFin will observe the Client’s personal data protection requirements under Clause 6.2 as may be modified from time to time.
6.2 Where Confidential Information is processed during the tenure of this Agreement, ZealFin will:
a) process Confidential Information in accordance with instructions from the User whether general or specific in nature as set out in this Agreement or as otherwise notified by the User or Client in writing from time to time;
b) process the personal data to the extent, and in such manner, as is necessary for the performance of this Agreement or as required by any law and/or regulations in force;
c) ensure the reliability of any employee and associated person of ZealFin having access to the Confidential Information;
d) take appropriate technical and organisational measures to protect the Confidential Information from any loss, misuse, modification, unauthorised or accidental access or disclosure, alteration of destruction, including by ensuring a level of security appropriate to the harm that might result from said acts and appropriate to the nature of the Confidential Information;
e) permit the Client (subject to agreeable confidentiality undertakings), to inspect and audit ZealFin’s data processing activities to ensure compliance with the Data Protection Law;
f) not transfer, disclose, use or share the Confidential Information with any third party without the User’s express consent;
g) return or dispose all Confidential Information to the User or Client upon the User’s or Client’s request and/or upon termination of this Agreement subject to the legal provision;
h) promptly notify the Client and User, in writing, when it becomes aware or reasonably ought to have become aware of any breach of its obligations under this Agreement that results in an actual or reasonably suspected unauthorized disclosure of Confidential Information, whether on the part of itself or its officers, employees, agents or sub-contractors and of steps taken to repair the breach; and
i) respond to the Client and User within fourteen (14) Business Days with all enquiries received relating to personal data protection.
6.3 For the purpose of Clause 6, “process” means any operation or set of operations which is performed on personal data or on sets of personal data, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction as prescribed in the GDPR.
7. Intellectual Property
The User acknowledges that all intellectual property rights in the data, files, message, text, graphics, audio, visual, computer program code, information, design and all materials and contents whatsoever available on the Platform and/ or developed for the benefit of ZealFin shall belong to us, and the User shall not seek to exploit or use any such material for its own purposes or for any third party.
8. Limitation of Liability
Save and subject to any actual direct loss suffered by the User which caused by the negligence, omission or wilful act of ZealFin in performing its duty as prescribed under this Agreement, in no event shall ZealFin be held liable for any special indirect or consequential damages, including but not limited to any loss of profits or loss of anticipated income in the form of interest income or damages for, loss of data, loss of computing time, failure to realize expected savings and any other commercial or economic loss of any kind howsoever arising out of or in connection with the use or performance of the Platform by ZealFin, or claim of any third party against ZealFin as a result of the foregoing whether in an action of contract, tort or otherwise.
9. Default and Breach
If ZealFin overlooks any of its obligations under this Agreement, the User shall notify ZealFin in writing and shall allow ZealFin fourteen (14) Business Days to resolve the dispute.
10. Force Majeure
ZealFin shall not be liable to the User for any delay or failure by ZealFin to perform its obligation under this Agreement if such delay or failure arises from any causes beyond the reasonable control of ZealFin, including but not limited to third party labour disputes, third party strikes, other third party labour or industrial disturbances, acts of God, floods, lightning, earthquake, pandemic, epidemic, shortage of materials, rationing, utility or communication failures, casualty, war, acts of public enemy/ terrorism, riots, insurrections, embargoes, blockages, actions, restrictions, new or changed regulations or orders of any state/federal government or local authorities or subdivision thereof.
11. Legal Provisions
11.1 Notwithstanding any other provision of this Agreement, the Parties shall be entitled to take any action deemed necessary to ensure compliance with relevant market rules, practices, and all other applicable laws.
11.2 The Parties are authorised to disclose information related to this Agreement.
11.3 Should any part of this Agreement be held by any court of competent jurisdiction to be unenforceable, illegal, or contradict any rule, such invalid clause or provision shall be replaced with a new obligation coming as close as possible to the economic purpose of the original obligation, taking into account the purpose of this Agreement.
12. Applicable Governing Law and Jurisdiction
This Agreement shall be governed by and construed in all respects in accordance with the laws of the Hong Kong Special Administrative Region. The Parties hereto hereby agree to submit to the Hong Kong International Arbitration Centre for the resolution of any disputes arising under this Agreement.
13. Survival
Even upon termination or expiration of this Agreement, the Parties shall continue to bear the obligations imposed by the provision of Confidentiality, Intellectual Property, Limitation of Liability and Applicable Governing Law and Jurisdiction.
14. Language
English shall be the primary language governing this Agreement and all notices provided under it. Any translations of this Agreement shall serve as a convenient reference only. In the event of any inconsistency or discrepancy between the English version and any translated version, the English version shall prevail and be the definitive reference.