ZIGLU®'s CUSTOMER TERMS AND CONDITIONS
v1.0.4 April 2020 P0
These terms and conditions and each of the documents we refer to in these terms and conditions form the contract between Ziglu Limited, trading as Ziglu® (" Ziglu®", " we", " us", " our") and you as our customer and part of the Ziglu® community (" you", " your") in relation to your Ziglu® account, the Ziglu® app and your use and our provision of related services, including currency exchange and e-wallet services (our " services").
By applying for and using our services you agree and represent that you are using the same only for yourself as an individual in your personal capacity and not on behalf of any other person or entity or for commercial trading. You are also agreeing irrevocably that you are responsible for all activity that occurs on your Ziglu® account and via your mobile device connected with/to your Ziglu® account. You must not allow any third party to make use of our services at any time.
PLEASE NOTE: The risk of loss in trading or holding digital currencies and cryptocurrencies can be substantial. As with any asset, the value of digital currencies and cryptocurrencies can go up or down (and can even drop to zero), may be very volatile and there can be a substantial risk that you lose money buying, selling, holding, or investing in digital currencies and cryptocurrencies. Digital currency and cryptocurrency services are not currently regulated by the Financial Conduct Authority or any other regulator in the UK. You should carefully consider whether trading or holding digital currencies or cryptocurrencies is suitable for you in light of your own financial situation and attitude to risk, as evaluated by you carefully. We do not make any representations or recommendations regarding the advisability or otherwise of trading in digital currencies and cryptocurrencies or any particular transaction. We cannot and do not guarantee the timeliness, accuracy or completeness of any information (whether pricing, exchange rate or otherwise) provided in connection with any digital currency or cryptocurrency or your holding or trading of or in the same.
PLEASE ALSO NOTE: None of our services are currently subject to the Financial Services Compensation Scheme or any other regulatory or safeguarding protections and there is currently no recourse for you to the Financial Ombudsman Service.
1. ABOUT ZIGLU®
Ziglu® is the trading name of Ziglu Limited, a private company limited by shares incorporated and registered in England and Wales with company number 9204810 and whose registered office is at 1 Poultry, London, EC2R 8EJ.
2. OUR SERVICES
Once approved, your Ziglu® account will be one (or more) hosted digital wallet(s) enabling you to store, track and manage your balance of GBP funds loaded by you into your Ziglu® account, any cryptocurrency and digital currency balances held on your behalf and to make use of the services provided by or on behalf of Ziglu® enabling you to:
load GBP into your Ziglu® account;
exchange loaded GBP funds for certain digital currencies and cryptocurrencies to which we provide access via our approved exchanges;
exchange digital currency and cryptocurrency for GBP;
exchange one digital currency or cryptocurrency for another;
withdraw GBP from your Ziglu® account to the original bank account used to load GBP funds initially; and
view details of your transactions and balances and manage your Ziglu® account.
Please see sections 4 and 5 for more details.
When you load GBP to your Ziglu® account, we will arrange for it to be held for you. This is not the same as a bank holding money for you as we cannot and will not use your GBP funds to invest or lend to other persons or entities and your GBP funds will not earn or accrue any interest. In addition, the GBP funds you load into your Ziglu® account are not covered by the Financial Services Compensation Scheme or any other regulatory or safeguarding protections. Your GBP funds will be held in one or more bank accounts separately from our own funds and will not be commingled with our own monies/funds.
3. ELIGIBILITY FOR A ZIGLU® ACCOUNT
Ziglu®'s services and any Ziglu® account and the Ziglu® app are currently only for use by residents of the United Kingdom who are aged 18 and over. While we intend to expand our offerings to other countries in due course, currently only UK-residents who are at least 18 years of age may use our services and are eligible to apply for a Ziglu® account.
You will also need a current bank account with a PRA-regulated UK bank in order to be able to load GBP (pounds sterling) (" GBP") into your Ziglu® account.
In order for us to approve you for a Ziglu® account and provide you with our services, we will need to verify your identity and run due diligence checks to ensure both that you are who you say you are and that we avoid any risk of your Ziglu® account, our services or the Ziglu® app being used for illegal purposes (such as money laundering, terrorist financing, fraud or any other financial crime). You will need to complete these verification procedures before you will be able to access the full benefits of your Ziglu® account, our services and the Ziglu® app.
The information we request may include certain personal information, including, but not limited to: your name; residential address; prior residential addresses; telephone number; email address; date of birth; information regarding your bank account from which you wish to load money to your Ziglu® account (such as the name of the bank, the account type, sort code and bank account details, etc.); mobile device identifiers (that uniquely identify your device for security purposes) and other details we may reasonably require.
By applying for a Ziglu® account and to receive our services, you authorise us to make such enquiries as we deem appropriate, whether directly or via third parties, in order to seek to verify your identity, the information and documentation you provide, to protect you and us against fraud or other financial crime and to take such action as we reasonably deem appropriate based on the results of such enquiries and our ongoing legal and regulatory obligations. You therefore acknowledge and agree that your personal information may be disclosed to third party enquiry and verification agents acting for us, to credit reference, fraud prevention and financial crime agencies and that these agencies may respond to our enquiries in full.
Such checks may require a period of delay prior to authorising your Ziglu® account or authorising any particular use of our services, including any transaction or series of transactions. You accept and acknowledge that our obligations are ongoing throughout the term of your use of our services, your Ziglu® account and the Ziglu® app and, as such, we may be obliged to repeat checks and verification or to carry out additional or enhanced due diligence depending upon circumstances which arise (which may include, but are not limited to, situations where transaction volume, value or discrepancy gives rise to our need or decision to carry out the same) and that your continued use of our services, your Ziglu® account and the Ziglu® app is contingent on these checks being satisfied.
We may store all the information about you and your transactions while you are our customer and for 6 years after your Ziglu® account is closed.
4. GETTING STARTED
Where your application is successful and we have completed all relevant checks (and subject to your ongoing compliance at all times with these terms and conditions as amended from time to time), we will provide you with your Ziglu® account consisting of a hosted digital wallet reflecting the GBP funds loaded by you into your Ziglu® account (your " e-wallet") and another to store, track, transfer and manage your balances of certain supported digital currencies and cryptocurrencies to which we allow access (your " Crypto e-wallet").
You may use your GBP funds to buy digital currency or cryptocurrency via the Ziglu® app, subject to having sufficient funds to do so. Similarly, you may elect to sell digital currency or cryptocurrency and receive GBP as a result or to exchange an amount of one digital currency or cryptocurrency for another.
We will keep reasonable records of the funds you hold in your e-wallet and Crypto e-wallet and of your transactions using the same.
If, for any reason, any e-wallet or Crypto e-wallet goes into negative balance, you must immediately repay such negative balance by loading sufficient funds into that e-wallet or transferring funds from another e-wallet you hold with Ziglu® to bring it back to at least a zero balance. We reserve the right to automatically offset any negative balance against any fund transfers you make or fund values you hold in any other e-wallet you have with Ziglu®.
In order to get started, you will have to load GBP funds into your Ziglu® account using the details available via the Ziglu® app and one of our approved payment methods, which may include methods such as a credit or debit card or Apple, Android or Google Pay (as and when available). Your Ziglu® account will show loaded GBP funds once we have received them.
When GBP funds are loaded to your Ziglu® account, your e-wallet will be updated with the relevant amount of GBP funds received. We will arrange for the GBP funds you have loaded to be held in a separate bank account with a regulated financial institution. The GBP funds you load will not earn any interest and nor will you have any entitlement to any interest on GBP funds held by us in the separate account. Your Ziglu® account may hold balances in different currencies which we make available via the Ziglu® app and we will show the balance for each currency you hold via the Ziglu® app.
Please note: You may not hold more than one Ziglu® account at any time. If you open or attempt to open more than one Ziglu® account, any additional account may be suspended or closed at any time by us without prior notice to you.
5. EXCHANGING CURRENCIES
You may use your GBP funds held in your e-wallets to make any "Exchange Transaction" in crypto or digital currencies (" Assets") via the Ziglu® app, subject to having sufficient funds to do so. An " Exchange Transaction" is when an Asset is acquired or disposed of for GBP, or where one Asset is exchanged for another Asset.
We will provide Exchange Transactions using the best rate provided by the relevant exchanges with which we deal. We will be reviewing the exchanges with which we partner on a regular basis and adding or removing exchanges as we deem it appropriate to do so in order to try to maximise access to best prices for our customers.
You must always be aware that when you confirm an Exchange Transaction, you will be giving an irrevocable instruction to us to transact on your behalf and you cannot cancel such instruction or that Exchange Transaction once you have pressed the "Exchange now" button on the Ziglu® app.
You must therefore ensure that you are certain you wish to proceed before you confirm any Exchange Transaction.
(i) We do not provide investment advice
Offering access to any particular Asset via the Ziglu® app does not in any way, nor shall it be deemed to, indicate approval or disapproval by us of such Asset or any technology relating to it and should not be used as a substitute for your own understanding of the risks specific to each Asset. We make no warranty, guarantee or representation regarding the suitability or otherwise of any Asset to which access is offered by us through our services and we assume no fiduciary duty in our relationship with you to the extent permitted under applicable law. You must be aware at all times that there is always the risk of an Asset having a total loss of value, should the market for that Asset disappear.
It is solely your responsibility to choose whether or not to proceed with any Exchange Transaction. We do not provide investment advice or advice of any other kind in connection with any Exchange Transaction. While we will provide indicative exchange rate information and may provide aggregated data on trends via the Ziglu® app, this does not constitute advice by us of any kind and nor are we making any form of recommendation. Any information we provide is purely for your personal use and should not be shared with others.
You cannot and should not rely on any information provided by us (whether directly by us or via the Ziglu® app) when making your decision to proceed (or not) with any particular Exchange Transaction. You must only make such decisions based on your own determination of the merits of the transaction.
If you are unsure as to whether any Exchange Transaction is suitable for you and your circumstances, you should take independent expert advice from a suitable adviser.
(ii) We do not guarantee exchange rates
Please note that we cannot guarantee the exchange rate used for any trade, because the actual exchange rate applicable to any Exchange Transaction is not controlled by Ziglu® as it is a live, market-based rate which is wholly dependent upon the rates offered on an ever-fluid and changing basis by the relevant third-party exchanges handling your transactions.
As such, the actual exchange rate achieved could be higher or lower than or the same as the indicative rate, depending entirely upon market circumstances and the rates available to us from our partners and the relevant exchanges. This means you may receive the same amount of Assets or GBP funds as is indicated on the Ziglu® app following the exchange, but also it could be more or less than that amount. Please also see the General risks – Exchange Rate Risk section below.
(iii) The process for trading Assets
To instruct us to buy, sell or exchange any Assets you hold, you must follow the relevant instructions and steps shown in the Ziglu® app and nominate which funds or Assets you wish to use to effect the Exchange Transaction. You will be asked to confirm the amount of funds or Assets from your relevant e-wallet that you wish to use to effect the Exchange Transaction and will be shown an indicative exchange rate, which is not guaranteed.
Once you have hit the "Exchange now" button in the Ziglu® app, your instruction to us to sell or purchase the relevant Assets is irrevocable and you cannot withdraw your consent to the Exchange Transaction.
You should only undertake an Exchange Transaction where you have sufficient funds and Assets in your e-wallets to enable the transaction. If you do not, we may:
refuse to process any Exchange Transaction;
cancel any Exchange Transactions for which you do not possess sufficient funds and/or Assets in your e-wallets; and / or
undertake the Exchange Transaction and freeze your Ziglu® account until any shortfall in funds is paid by you; and
we shall have no liability to you as a result of any such refusal or action taken (and in the event we undertake the trade, you shall be liable to us for any resulting negative balance, on which see section 11 ).
(iv) Title to Assets
You bear all risk of loss of value to your Assets and Ziglu® shall not be liable to you in any way for fluctuations in the value of your Assets.
You may not transfer, assign, charge or otherwise create security interests over or in relation to any Assets or our services. You must not try to grant any such security or agree to grant any such security or allow any third party to take any such security, and you may not grant anyone else any rights in or over the same.
(v) How we hold Assets
All Assets are held in custody by us on your behalf. This means that Ziglu® holds legal title to the Assets on trust for you as a bare trustee. We do not owe you any fiduciary duties, except as required by applicable law. Assets are not covered by the Financial Services Compensation Scheme.
We may, via our partners, custody Assets in cold storage on a pooled basis and we shall have no obligation to segregate any Assets held in relation to you and our other customers. Cold storage is a way of holding Assets such that they are not connected to the internet, and as such it is a relatively more secure way of holding Assets that minimises the risks of them being subject to a hack or cyberattack. The cold storage solution we select will be backed by insurance policies provided by or via our partners from third-party insurance underwriters. These policies insure against theft of Assets as a result of external hacking or security breaches, employee theft or fraudulent transfers. These policies do not cover any losses caused by any unauthorised access to your Ziglu® account. You must ensure that you keep all of your login passwords and details confidential and secure and that you do not allow any third party to access or use your Ziglu® account.
(vi) Exchange Transaction Limits
We may impose limits on the value and/or volume of Exchange Transactions which may be carried out by you, whether in respect of any particular Asset or group of Assets.
These limits will be displayed in your Ziglu® account via the Ziglu® app or notified to you by email from time to time and may vary depending upon a number of factors, including (without limitation) your payment method and the verification steps you have completed. We reserve the right, at our absolute discretion, to change applicable limits as we deem appropriate or necessary. If you wish to increase any limits, please contact us using the details set out in section 14.
(vii) General risks
Please note carefully that there are significant risks in using our services. Please read the below risks very carefully and contact us if there is anything you do not understand. In using our services, you acknowledge that you accept the below risks and that, whilst we will act in good faith to try to prevent them from materialising, we are not liable in the event that they do materialise.
Exchange Rate Risk
You accept and acknowledge that each purchase, sale and/or exchange of Assets is subject to an exchange rate, being the price of the relevant Asset in fiat currency or the equivalent rate of exchange of another Asset. The rates we display via the Ziglu® app are indicative rates, only, and ARE NOT GUARANTEED to be the rates you will actually receive.
The actual exchange rate applicable to any Exchange Transaction is not controlled by Ziglu® as it is a live, market-based rate which is wholly dependent upon the rates offered on an ever-fluid and changing basis by the relevant third-party exchanges handling your Exchange Transactions. As such, the actual exchange rate achieved could be higher or lower than, or the same as, the indicative rate, depending entirely upon market circumstances and the rates available to us from our partners and the relevant exchanges. This means you may receive the same amount of currency and/or Assets (as applicable) as is indicated on the Ziglu® app following an Exchange Transaction but it could also be more or less than that amount.
Whilst Ziglu® seeks to achieve the best rates for you which are available via its arrangements with its partners and the relevant exchanges, the actual exchange rate achieved for each Exchange Transaction will only be confirmed to you and displayed to you via the Ziglu® app once the Exchange Transaction has been completed.
You must also be aware of and accept the risk of operational challenges, as we or our partners may experience unexpected surges in activity or other operational or technical difficulties that may cause interruptions to our services and may lead to delays. You agree to accept the risk of Exchange Transaction failure resulting from unanticipated or heightened technical difficulties.
Glitches and maintenance
There is an inherent risk that the software and related technologies and theories we use could contain weaknesses, vulnerabilities or bugs, which could make aspects of our services unavailable from time to time. This may also happen if our services need to undergo maintenance, or whilst they are upgraded.
The ability for you to purchase or sell Assets via the Ziglu® app is contingent on there being a counter-party willing to sell or purchase the same, which is wholly outside of our control. We make no promises as to the timing or availability of the ability to purchase or sell Assets via the Ziglu® app, as we simply cannot control this.
Cyberattacks and hacking risks
Ziglu® or our partners or exchanges may be subject to cyberattacks and attempted hacks. Whilst we have in place systems and controls to help prevent these in relation to Ziglu®, such attacks may be successful and lead to loss of Assets, loss of funds, loss of data and in our systems becoming temporarily unavailable.
To our knowledge, we will not provide you with software which contains any malicious code, program, or other internal component (e.g. computer virus, computer worm, computer time bomb, or similar component) (all together, a " Virus"), however you accept that the nature of our services means inherently there is a risk of software containing a Virus. As such, by using our services you agree to act reasonably in performing your own checks for a potential Virus and to provide us with reasonable assistance in identifying and remedying any Virus. To the extent that you interact with software provided by or on behalf of a third party, you accept that we cannot check such software for a Virus and, as such, we cannot take responsibility for checking any such software.
Please note that there may be other risks in addition to those outlined above and below in relation to your holding or participating in Assets and there may be further risks that arise in the future.
Risks specific to Assets
In addition to the risks above, trading in the Assets can be extremely risky and can lead to substantial losses. Each Asset has unique features which may make it more or less likely to fluctuate in value. Prices of Assets offered via the Ziglu® app can be extremely volatile, and Ziglu® has no control over these prices. By trading in Assets, you confirm that you understand the risks involved in trading in this asset class, and that you have suitable trading experience and risk tolerance for trading in this asset class. You should never trade more than you can afford to lose, and you should be aware that the value of Assets can drop to nothing.
You should carefully consider whether trading or holding Assets is suitable for you in light of your own financial situation and attitude to risk, as evaluated by you carefully. We do not make any representations or recommendations regarding the advisability or otherwise of trading in Assets or any particular Exchange Transaction. We cannot and do not guarantee the timeliness, accuracy or completeness of any information (whether pricing, exchange rate or otherwise) provided in connection with any Assets or your holding or trading of or in the same.
We set out some of the specific risks relating to Assets below and you should consider factors such as market liquidity for a particular Asset as well as other types of Assets, potential regulatory changes, market manipulation and price volatility. Trading in Assets is susceptible to large value decreases based on sudden losses of confidence by market participants, which can lead to significant surpluses of supply over demand (leading to a sharp fall in value). As Assets are digital in nature, they are susceptible to attacks from hackers, insecurity of technical systems within the market and governmental changes in attitude towards Assets (or a particular Asset) ,which can also seriously adversely affect and reduce the value of any Assets. Ziglu® has no control over this.
Blockchain networks may be subject to attacks by third parties and we do not have any ability to prevent or mitigate such attacks. We reserve the right to take the following commercially reasonable actions in the event of an attack: (a) if we are able to confirm that an Asset active on our Ziglu® app has been compromised or is under attack, we may immediately halt trading and Exchange Transactions relating to that Asset; (b) if it is determined that such an attack has caused an Asset to greatly decrease in value, we may discontinue trade activity in such Asset entirely. To be clear, we do not have any obligation to engage in any activity in response to an attack on a blockchain network.
You must also be aware and accept that the software protocols that underlie Assets are often open source projects, which means that the development and control of such Assets is entirely outside our control and anyone can use, copy, modify and distribute them. We are not responsible for the operation of software protocols and we cannot guarantee their functionality, security, or ongoing availability, which in turn might have a significant impact on the availability, usability or value of a given Asset.
Under no circumstances should you deal in a particular Asset in reliance upon a Fork (as defined below) happening or under the assumption a Fork (as defined below) will increase the value of your Assets and that we will support it.
As a result of the decentralised and open source nature of Assets it is possible that sudden, unexpected, or controversial changes may be made to an Asset that may change the usability, functions, value or even name of a given Asset (" Forks"). Such Forks may result in multiple versions of an Asset and could lead to the dominance of one or more such versions of an Asset and the partial or total abandonment or loss of value of any other versions of such Asset, and this can lead to loss of value in any Assets and/or other Assets we hold on your behalf.
Whether or not any Fork relating to an Asset is recognised or accommodated by any Asset exchange is entirely a matter for the relevant exchange and we have no control over this. As Forks can be frequent, contentious and unpredictable they cannot be consistently supported by us when holding Assets for you. You must therefore never operate under the assumption that we will support any Fork of an Asset. We are under no obligation to support any Fork, whether or not any resulting version of such forked Assets has dominance or holds or increases in value at the time of or following such Fork.
If we elect, acting in our sole discretion, to support a Fork, we will make a public announcement through the Ziglu® app and/or by notifying customers via email. We will not, however, bear any liability for any real or potential losses that may result based on our decision to support such Fork or the timing of implementation of support. If we, in our sole discretion, do not elect to support a Fork of an Asset, whether dominant or not, we will not have any responsibility or liability whatsoever for any losses or other issues that might arise from such unsupported Fork of an Asset.
Note that in the event of a Fork of an Asset, we may be forced to suspend all activities and Exchange Transactions relating to such Asset for an extended period of time until we have been able to determine, in our sole discretion, that such functionality can be restored. This suspension will likely occur immediately upon a Fork of a given Asset, potentially with little or no warning, and during this period of suspension you will not be able to purchase or sell the Asset which is subject to such Fork.
Ziglu® also does not generally support any distributions, dividends or "airdrops" of Assets to wallet addresses (collectively, " Airdrops") regardless of whether or not you would have received such Airdrops had you held such Assets outside of your Ziglu® account.
We may, at our sole discretion, elect to distribute and/or support an Airdrop, but we have no obligation to do so and shall bear no liability to you for failing to do so. If we do not support an Airdrop, we will not claim such Airdrop for our own benefit (unless it is unavoidable or impractical to avoid based on the means of distribution).
Legislative and regulatory changes
The regulation of Assets is developing and may rapidly evolve. Regulation is subject to significant uncertainty and regulators may in the future adopt laws, regulations, guidance or other actions that may severely impact the use, transfer, exchange and value of Assets significantly and may even lead to total loss of value.
In addition, there is a regulatory risk that the law changes so that our services relating to Assets become regulated activities, requiring us to obtain regulatory authorisation or approval in order to continue to provide those services. If we become required to obtain such approval, there is a risk that we may not be able to obtain it, either within a reasonable time period or at all, and the consequence of this will be to restrict our ability to offer our full range of services.
There are risks when dealing with crypto exchanges, for example they may be hacked, may face solvency issues, may be the subject of fraud or may be negligent in carrying out Exchange Transactions. In addition, an exchange may reject any Exchange Transaction or the provision of any Assets by us for any or no reason. We seek to deal with reputable and reliable exchanges but we simply cannot mitigate this risk entirely for you. You accept that where we deal with an exchange, any such dealings will be subject to the risks relating to that exchange.
Loss of Assets held in custody
Whilst we use an insured custody solution to try to protect your Assets, there is a risk that the custodian(s) we use are hacked or lose your Assets, or that a third party misappropriates your Assets and the insurance pay-out does not cover the resulting loss. Where insurance is available, this may also only be on a 'pooled' basis such that the cover available is shared between all users of a particular custody solution, meaning that not all losses may be covered.
6. WHAT DO WE CHARGE?
We believe everything should be as simple and transparent for you as possible, without any hidden charges or additional fees you don't know about up front. As such, we charge a simple fixed percentage fee on Exchange Transactions (as defined below) calculated by reference to the relevant value of each Exchange Transaction when it happens.
An 'Exchange Transaction' happens when: (i) GBP is exchanged for Assets; or (ii) when the reverse happens; or (iii) one when an amount of one Asset is exchanged for another.
The value of the Exchange Transaction will be: (i) the amount of GBP exchanged for Assets where they are being purchased; or (ii) the aggregate amount of Assets exchanged for GBP where Assets are being sold; or (iii) the aggregate amount of the relevant Assets exchanged where they are being used to purchase other Assets.
As one of our first customers, the fixed percentage fee will initially be specially discounted for you from our usual rate (see below) to just half of one percent (0.5%) of the relevant value of each Exchange Transaction when it happens, calculated as mentioned above.
This specially discounted fee will apply right up until we initiate our full public launch (which will happen when we openly release our Ziglu® app to the public via the Apple App Store and/or Google Play Store) (" Public Launch").
We will give you at least two (2) weeks' advance notice of the start of our Public Launch, via the Ziglu® app and by email. Once we start our Public Launch, which will include an enhanced version of the Ziglu® app itself with additional functionality for your Ziglu® account, the fixed percentage fee will revert to our usual rate of two percent (2%) of the relevant value of each Exchange Transaction when it happens, calculated as mentioned above.
If you do not want to continue with your Ziglu® account after Public Launch, you can, of course, close your account prior to that time as set out in section 19 below.
Deduction of fees
We deduct our fees from your Ziglu® account at the time of effecting the Exchange Transaction (in relation to trading). In the event that there are insufficient funds in your Ziglu® account to satisfy our fee, we may refuse to effect an Exchange Transaction until such time as sufficient funds have been deposited into your Ziglu® account to enable it to proceed and our fee to be paid. Such delay may impact on the rate of exchange achieved for such Exchange Transaction and this could lead to losses on your part, which you hereby irrevocably accept and agree.
7. WITHDRAWING FUNDS FROM YOUR ZIGLU® ACCOUNT
You may withdraw funds, in GBP only, at any time by following the instructions in the Ziglu® app, and subject to you having enough funds available to meet the withdrawal request. You may only withdraw funds up to the amount actually held by you. Upon requesting a withdrawal, the funds will be transferred to your nominated bank account registered with us and approved by us for this purpose.
You may not withdraw funds directly from your Crypto e-wallet or in any currency other than GBP. Should you wish to withdraw any such funds, you will have to issue an instruction to sell the relevant Assets for GBP within the e-wallet, from where it can then be withdrawn (this will be an Exchange Transaction and will be subject to our fees, as set out in section 6 ). Again, you should follow the instructions in the Ziglu® app in order to do this.
8. REPORTING ISSUES WITH YOUR ZIGLU® ACCOUNT
If you believe that any transaction on your Ziglu® account was not authorised by you or your MOBIL device or was not correctly carried out by us then you must notify us without delay as soon as you become aware of it, but in any event by not later than 13 months after the date of the unauthorised or incorrect transaction or when you became aware of it, by emailing us at [email protected] or by calling +44 (0) 203 901 8605 (our 24 hour automated reporting service – standard network charges will apply to your call).
Where we have executed a transaction or payment which you or your mobile device have not authorised, we will refund the amount of the unauthorised payment unless: you have acted fraudulently; or you have deliberately failed to keep your security details safe or have been grossly negligent in keeping your security details safe.
9. SUSPENDING YOUR ACCOUNT
We may suspend your ability to use our services at any time:
for security, legal or regulatory reasons; or
if we reasonably suspect your Ziglu® account or any of our services has been or is being used without your authorisation or fraudulently (this will include, but is not limited to, where you notify us that your security or Ziglu® account details may have been compromised or disclosed to or accessed by third parties).
Unless it would compromise reasonable security measures or it would be unlawful, we will inform you by email, telephone or through the Ziglu® app of any suspension of your ability to make payments and our reasons for doing so. Where we are unable to tell you beforehand, we will tell you immediately afterwards unless it would compromise reasonable security measures or it would be unlawful.
We may also at any time suspend your ability to undertake Exchange Transactions if:
we are required to take such action by any regulatory body;
you breach any part of these terms and conditions (including any document we refer to in them);
you breach, or we have reason to believe that you are in breach of, any legal obligation, law or regulation that is applicable to your use of our services;
we reasonably believe that we need to do so in order to protect our reputation;
there is continued inactivity in relation to your Ziglu® account;
you fail to respond to customer support requests;
we are unable to satisfactorily verify your identity and/or complete any required due diligence checks;
we have reason to believe or to suspect that you are in any way involved in any fraudulent activity, money laundering, terrorism financing or other financial crime, or you are in any other way in breach of applicable law;
we have reason to believe that there has been, or there is a potential, security breach; or
it is reasonably necessary for us to do so to prevent you or us from breaching any applicable law or regulatory requirement.
We may also block, cancel, refuse to complete and / or reverse an Exchange Transaction which you or your device have authorised or which is attempted, where there are insufficient funds or Assets to effect the relevant Exchange Transaction(s) and to satisfy our fee(s), or if any related payment(s) into your account is or are declined.
We will try to give you advance notice of any suspension. Where advance notice is not possible, we will provide you with notice as soon as reasonably practicable thereafter. Unless we are prevented by applicable law, regulation and / or a competent court, if we have them, we will try to provide you with details of the nature of the suspension, its anticipated duration and anything you have to do to remedy any error or circumstance which has led to the suspension. However, we are under no obligation to allow you to reinstate an Exchange Transaction at the same price or on the same terms as any suspended, rejected, blocked, cancelled or reversed Exchange Transaction.
For the avoidance of doubt, whilst your Ziglu® account is suspended you will no longer be able to access the Ziglu® app and our services.
10. KEEPING YOUR ZIGLU® ACCOUNT SECURE
In order to access your Ziglu® account via the Ziglu® app, you will be required to create or will be given security details, which may include a username and password and/or automatic or manual first or second factor verification via your mobile device or other similar verification means.
You are responsible for keeping the mobile device via which you access the Ziglu® app and your Ziglu® account safe and secure and for ensuring that there is adequate security and control of any and all security details used to access or use our services at all times. You must take all reasonable steps to avoid the loss, theft or misuse of your mobile device and your security details and to ensure that your mobile device is appropriately encrypted, secured and password or passcode protected.
Your Ziglu® account will be 'tied' to the mobile device you use to set up your Ziglu® account and you will not be able to access your Ziglu® account from any other device. This is to help ensure the safety and security of your Ziglu® account. If you need to change your mobile device, please contact us at [email protected] and we will guide you through the process needed to make the switch to the new device.
In the event that your mobile device or security details are lost or compromised, this may result in unauthorised access to the balances in your Ziglu® account and could lead to the loss or theft of your GBP funds or of Assets or the loss in value of Assets. It may also jeopardise the security of your linked bank account or bank card details.
You must keep your security details safe and confidential at all times. We strongly recommend against you writing them down or otherwise making them visible to third parties. You should never keep security details or your PIN in the same place as your Ziglu® account details. You should never allow a third party to view your Ziglu® account details or allow them access to your Ziglu® account. This includes not allowing a third-party remote access to your mobile device when you are logged in to your Ziglu® account or where they may gain access to details relating to the same.
We will never ask you for your IDs, passwords or authentication codes or to screen share or otherwise seek access to your mobile device or Ziglu® account. If you see anything suspicious in connection with your Ziglu® account or our services (including any unrecognised transactions) you should contact us immediately and notify us of the same in as much detail as possible.
We strongly recommend you always make sure you fully close down the Ziglu® app each time you stop using it. You must always ensure that you download and install all updates for the Ziglu® app to your mobile device as soon as they become available, so that you have the latest version of the Ziglu® app available.
You should also be aware that SMS and email services are vulnerable to spoofing, phishing and other attacks and you must use care when reviewing messages purporting to come from Ziglu® to ensure that they do genuinely come from us, for example by checking that the email address they come from ends "@Ziglu.io".
If you suspect that there has been any security breach or compromising of your security details or mobile device, you must notify us immediately via [email protected] or by calling +44 (0) 203 901 8605 (our 24 hour automated reporting service – standard network charges will apply to your call) and provide all relevant details (including continuing to provide us with accurate and up to date information for the duration of any suspected breach or security issue). You must then take any steps we reasonably require to reduce, mitigate, manage or report such breach or suspected security breach or issue.
11. YOUR OBLIGATIONS
You must comply with your obligations as set out in these terms and conditions, including but not limited to obligations relating to security of your Ziglu® account, and you must at all times ensure that you comply with all applicable laws and regulations when using our services. We are not responsible for determining whether or which laws may apply to your transactions, including tax law. You are solely responsible for reporting and paying any taxes arising from your use of our services.
If, for any reason, any e-wallet goes into negative balance, you must immediately repay such negative balance by loading sufficient funds into that e-wallet or transferring funds from another e-wallet you hold with Ziglu® to bring it back to at least a zero balance. We reserve the right to automatically offset any negative balance against any fund transfers you make or fund values you hold in any other e-wallet you have with Ziglu®.
You must not use, or allow to be used, your Ziglu® account, our services or any e-wallet to engage in any act, or by omission to commit, cause, facilitate or contribute to the commission by any person of anything, constituting or which could constitute a tax evasion offence or facilitation of tax evasion offence. A tax evasion offence includes cheating a public revenue authority or being knowingly concerned in, or in taking steps with a view to, the fraudulent evasion of tax and tax includes duties and social security contributions.
You will not do or omit to do any act or thing which constitutes or may constitute an offence under anti-bribery law. Offences include:
directly or indirectly offering, promising or giving any person working for or engaged by us a financial or other advantage to either induce that person to perform improperly a relevant function or activity; or reward that person for improper performance of a relevant function or activity;
directly or indirectly requesting, agreeing to receive or accepting any financial or other advantage as an inducement or a reward for improper performance of a relevant function or activity in connection with these terms and conditions; and / or
committing any other offence under applicable anti-bribery laws.
The services we provide are personal to you and you must not assign or transfer any of them or your Ziglu® account to any third party without our express prior agreement in writing and subject to you complying with any conditions or requirements we may have which are related to such assignment or transfer.
You cannot use our services for any of the following types of activity (please note that this list is not exhaustive and we may update or amend it from time to time at our absolute discretion):
Any unlawful or immoral activity of any kind.
Any abusive or detrimental activity which impacts adversely on our systems, infrastructure, personnel, our services, the operation of your or anyone else's Ziglu® account or our business. This may include, but is not limited to, intercepting or expropriating any system, information or data or transmitting or uploading any virus, trojan horse, worm or other harmful or deleterious programs, code or software, attempting to access any Ziglu® or other account other than your own authorised Ziglu® account, attempting to transfer your Ziglu® account and/or access to it to a third party, and enabling third parties to access your Ziglu® account, the Ziglu® accounts of others and/or Ziglu®'s systems and services in an unauthorised manner.
Any attempt to interfere with any other user's access or use of their Ziglu® account, our services or the Ziglu® app or any attempt to abuse, discriminate against, threaten, extort, defame, harass or stalk or otherwise violate or infringe the rights of any third party.
Gambling, whether in the form of lotteries, auctions (with or without bidding fees), betting, sports forecasting or odds making, fantasy sports leagues with cash prizes, internet gaming, contests, sweepstakes, games of chance or otherwise.
Infringement of intellectual property rights, whether ours or any third party's – this includes, but is not limited to, engaging in transactions which involve items which infringe such rights.
Any business-related activity.
Any unfair, deceptive or predatory activity towards any third party or anything which involves illegal, pornographic, defamatory or abusive content, products or materials.
You shall as soon as reasonably practicable give us written notice upon a breach, or suspected breach, of any of your obligations under these terms and conditions, and on your becoming aware of any allegation, investigation, evidence or report relating to a breach or possible breach of any of the requirements relating to applicable legal and / or regulatory obligations.
12. OUR RESPONSIBILITIES AND LIABILITY TO YOU
Nothing in this section or these terms and conditions excludes our liability to you for death or personal injury caused by our negligence, for fraud or fraudulent misrepresentation by us or our agents or any other matter for which it would be illegal for us to exclude or attempt to exclude our liability.
Exchange Transactions and our services
We strive to provide you and all our other users and customers with an excellent, responsive service at all times. However, access to our services may become degraded or reduced, or even unavailable, during times of significant volatility or volume. This is a particular risk involved with Assets given that they, themselves, are prone to high volatility and sudden increases in volumes of dealing. We set out above in section 5 the potential risks which may arise in relation to Exchange Transactions, and, so long as we have acted in good faith in attempting to mitigate these risks, we are not liable for any loss caused as a result of these risks.
We cannot guarantee that our services will be available without interruption and we do not guarantee that any Exchange Transaction will be executed, accepted, recorded or remain open. We will not be responsible for losses you may incur as a result of this. We will make reasonable efforts to ensure that requests for Exchange Transactions are processed in as timely a manner as is reasonably practicable but we cannot guarantee this and we make no representations or warranties regarding the amount of time needed to complete processing, which is dependent upon a number of factors which are beyond our reasonable control.
We will also not be liable to you for any issues or failures relating to carrying out Exchange Transactions where one or more of our exchange partners are unavailable or unable to process any requested transaction, there is not enough of a particular Asset available in the market to allow a transaction to proceed or where we refuse to carry out a request or instruction as we have good reason to believe it could adversely affect our reputation.
We will also not be responsible for any losses you may suffer where monies are returned in relation to any Exchange Transaction which is cancelled or refunded, including but not limited to any losses arising as a result of the application of exchange rates on the return of such monies. Where monies are returned to us in a currency which is not the original currency we transferred, we will apply our then current exchange rate to exchange such currency received back into the original currency. This may result in more or less of the original currency being received as a result and we will not be liable to you for any loss caused to you as a result.
While we try to be as responsive as possible, customer support times may also be delayed during times of high transaction volume or volatility, particularly in relation to non-critical issues (e.g. issues which don't impact on the safety and security of our services, your Ziglu® account, Ziglu®'s systems or you personally).
In addition, while we also strive to provide you with accurate information wherever possible, we cannot guarantee that it is complete and accurate at all times and in all respects and you must view it accordingly and should not act in reliance upon it. We do not accept liability for any information provided which is inaccurate or incomplete unless this is as a result of our fraud or fraudulent misrepresentation or the fraud or fraudulent misrepresentation of our agents.
We are liable only for direct losses which are a reasonably foreseeable consequence of our failure to provide our services and we are not responsible for any loss of profits or savings or of anticipated profits or savings which arise from or could have arisen from any Exchange Transaction. Our liability for these losses will be limited to a maximum amount equal to the fees you have paid to us for our services and the Ziglu® account in the twelve months prior to the date of the issue giving rise to our liability.
Ziglu® does not accept any liability for any loss of Assets you may suffer due to compromise of your security details or mobile device where this is not due to our fault and/or the loss results from your failure to follow the requirements set out in these terms and conditions. We also will not be responsible for any loss you may suffer which results from any failure by you to take action following any notice or alert from us to you.
We are not liable for any damage or interruption caused by any computer viruses or other malicious code which might affect your mobile device or other equipment outside of our reasonable control, or any phishing, spoofing or other attack of any kind. We strongly recommend that you use a reputable and effective virus screening and prevention software package on all devices you use.
We are not liable for any breach of our obligations under these terms and conditions where that breach is due to abnormal and unforeseeable circumstances beyond our control, the consequences of which would have been unavoidable despite all efforts to the contrary.
We are also not liable for any breach of our obligations under these terms and conditions where the contravention is due to our obligations under applicable law.
13. HOW WE CONTACT YOU AND USE YOUR DATA
We collect and retain information about you so that we can operate your Ziglu® account. We may use third parties to process your personal information on our behalf.
If we suspect that we have been given false or inaccurate information, we may record and retain such suspicion together with any other relevant information.
If we receive false or inaccurate information and we identify or reasonably suspect any fraud or other illegal activities, then we will pass details to fraud prevention agencies and/or other relevant agencies to prevent fraud, money laundering, financial crime, financing of terrorism and other illegal activities.
We may check all personal information you give us with fraud prevention agencies and other organisations and we may obtain information about you from credit reference agencies to verify your identity.
You must tell us by email (to our address: [email protected]) as soon as possible of any changes to your name, postal address, telephone and email address so that our records are accurate, complete and up to date. You must provide any document that we request to confirm the changes.
We will not be liable for any losses arising out of your failure to update us of any changes to your details.
We may ask you at any time to confirm the accuracy of your information or to provide documents or other evidence to do so.
All information and communications between us and you will be provided in English. We will communicate with you primarily by email or by posting information within the Ziglu® app. It is your responsibility to ensure that you are able to receive and send emails and have the required access to the Ziglu® app. In addition, you must ensure that the mobile device you use to access your Ziglu® account has the required minimum operating system version installed on it, in line with the guidance provided by Ziglu®, including via the Apple App Store, Google Play Store or any other app store or distribution platform via which we make the Ziglu® app available to you or as otherwise notified to you in the Ziglu® app or by email. If you fail to ensure the required minimum operating system version is installed on your mobile device, the Ziglu® app may not function properly and your Ziglu® account may not be accessible as a result, for which we will have no responsibility or liability to you.
If you have any feedback, questions, issues or complaints, please do not hesitate to contact our Customer Support. Customer Support can be reached via the Ziglu® app or by email at [email protected] You can also write to us at Ziglu® Customer Support, Ziglu Limited, 1 Poultry, London EC2R 8EJ or call us on +44 (0) 203 901 8605 (this is a 24-hour automated reporting service and standard network charges will apply to the call).
We may monitor and/or record telephone calls we have with you to help us maintain and improve the quality of service and for fraud and crime prevention and detection purposes.
If you do have a complaint regarding any matter, please do contact Customer Support, providing details around the cause of your complaint, how you would like the complaint to be resolved and any other information you believe may be relevant.
All complaints will be investigated in accordance with our complaints procedure. A customer complaints officer will consider your complaint based on the information you have provided.
Within 15 business days of the day on which we receive the complaint from you we will send a final response to you. However, if there are exceptional circumstances which are beyond our control, we may send you a holding response within that period, indicating the reasons for the delay, and provide a final response no later than 35 business days from receipt of the complaint. A business day for these purposes is any day other than Saturday or Sunday or a public or bank holiday in England.
The response will: (i) offer to resolve your complaint in the way you had requested; or (ii) explain why your complaint has not been upheld; or (iii) offer to resolve your complaint in an alternative manner we deem reasonably appropriate. Any offer of resolution made to you will only become binding on us if it is accepted by you.
This does not prevent you from taking legal proceedings. There is no recourse to the Financial Ombudsman Service as our services do not fall within their remit.
The European Online Dispute Resolution platform http://ec.europa.eu/consumers/odr/ provides information about alternative dispute resolution which may be of interest to European Union persons and we are required to inform you that as you are such a consumer you may use it if there is a dispute that cannot be resolved between you and us.
15. OUR INTELLECTUAL PROPERTY RIGHTS
We grant you access to use our services, but we still own and retain the intellectual property rights associated with our products and services. We grant you a limited, personal, non-exclusive, non-sub-licensable and non-transferable licence, subject to these terms and conditions, to access and use our services solely for approved purposes as determined by us. Any other use is expressly prohibited. This includes, but is not limited to, the fact that:
We expressly reserve all rights in and to Ziglu® accounts (including yours), the Ziglu® app, our services and all content, materials, information and data related to the same. You agree that we do not grant you any rights in or licenses to any Ziglu® account, the Ziglu® app and our services except for the limited licence set out above.
You must not, and you agree not to, modify, reverse engineer, copy, frame, scrape, rent, lease, loan, sell, distribute, or create derivative works based on the Ziglu® account, the Ziglu® app, our website or its content or our services, in whole or in part.
"Ziglu®" and all logos related to the Ziglu® account, the Ziglu® app and our services are trademarks or registered marks of Ziglu® or its licensors. You may not copy, imitate, or use them without our prior written consent. All rights, title and interests in and to the Ziglu® app and our services, any content thereon or therein and your Ziglu® account and all technology and any content created or derived from any of the foregoing is the exclusive property of us and our licensors.
16. UNUSED ACCOUNTS/UNCLAIMED PROPERTY
In the event that we detect that there has been no activity on your Ziglu® account for a prolonged period of time, we may suspend or 'close' your Ziglu® account until such time as you request in writing to us that it is reopened. At such time, we may require you to re-verify your identity. We may also be required by applicable law to report any funds held on your Ziglu® account as unclaimed property or to transfer them. If this is the case, we will endeavour to contact you at the contact details shown in our records.
If you no longer wish to use your Ziglu® account, please just notify us and we can help you follow the closure procedures to ensure a smooth termination of the relationship. For further information on the closing your Ziglu® account, please see section 19.
17. GOVERNING LAW
These terms and conditions, our services, and your relationship with Ziglu® and any dispute or claim arising out of or in connection with them or their subject matter (including non-contractual disputes or claims) shall at all times be governed by and construed in accordance with the laws of England and Wales. You and we hereby agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this agreement or its subject matter (including non-contractual disputes or claims).
18. APP STORE TERMS
Please note that where you download the Ziglu® app from TestFlight, the Apple App Store, the Google Play Store or any other app store or distribution platform through which we may make the Ziglu® app available, these terms and conditions are solely between you and Ziglu® and not with TestFlight, Apple, Google or any other provider of any other app store or distribution platform. We, and not such provider, are solely responsible for the Ziglu® app and any issues or problems should be directed solely to us via the contact details in section 14.
Your use of the Ziglu® app must comply with any relevant terms and conditions of the app store or distribution platform via which you download the Ziglu® app but the provider of the app store or distribution platform shall have no liability or obligation to you with respect to the Ziglu® app or these terms and conditions and you accept that the relevant provider is a third-party beneficiary of these terms and conditions.
19. TERMINATION AND VARIATION OF THESE TERMS AND CONDITIONS
We will give you reasonable advance notice of any termination of or change to these terms and conditions or our fees. You will be treated as accepting any change that we make to these terms and conditions unless you tell us that you do not agree to the change, in which case you have the right to terminate these terms and conditions by giving us notice at any time before the change comes into effect. You will not be charged for terminating your agreement under these terms and conditions with us and closing your Ziglu® account, but you will still be required to pay any outstanding sums due to us.
You may terminate your agreement with us under these terms and conditions without charge by giving us notice in writing at any time using the contact details set out in section 14. When your Ziglu® account is closed, any pending instructions and transactions will be cancelled with immediate effect, save as provided below.
On closure of your Ziglu® account you will no longer be able to use your Ziglu® account but, unless prohibited by applicable law, by any court, or by any other order to which we are subject in any jurisdiction, for a period of 60 days following the date of termination, you will be permitted to effect Exchange Transactions which convert Assets into GBP for the purposes of then withdrawing this money from your Ziglu® account.
Where your Ziglu® account holds a balance at the time of its closure, we will ask you to withdraw your GBP funds within a reasonable period of time, during which your Ziglu® account will be accessible for the purpose of withdrawing the remaining balance only. After the expiry of this period you will not be able to access your Ziglu® account but you may withdraw any remaining GBP funds for a period of six years from the date of closure of your Ziglu® account by contacting our customer service representatives and requesting that the funds be sent to you, by way of a bank transfer to the bank account used to create the Ziglu® account.
We may require you to re-complete our identification and verification procedures in order to withdraw funds from your Ziglu® account upon or following closure.
You may not close your Ziglu® account to evade or avoid an ongoing investigation. If you attempt to do so, we may freeze your Ziglu® account to protect you, us, our affiliates, or a third party against any liability. You will remain liable for any obligations in relation to your Ziglu® account even after it is closed.
For the avoidance of doubt, if your Ziglu® account is closed, your access to our services will also be terminated.
20. CONFLICTS OF INTEREST
We will always endeavour to act in your best interests as our customer and a member of our Ziglu® community. However, circumstances can arise where we or one of our other customers may have some form of interest in business being transacted for you. Examples where conflicts may arise include but are not limited to: (i) the value of any Assets we hold on your behalf being adversely affected (or reduced to zero) as a result of us processing transactions for other customers of Ziglu® on whose behalf we hold the same or different Assets; (ii) we may increase (by purchasing additional assets) or sell our own reserves of assets which may or may not adversely impact on the value of Assets held by Ziglu® on your behalf.
If this happens or we become aware that our interests or those of one of our other customers appear to conflict with your interests, we will take appropriate steps to manage the conflict of interests fairly wherever possible. So long as we use reasonable commercial endeavours to manage potential conflicts, we will have no liability to you for any conflicts of interest that may arise as a result of our services or offerings, including but not limited to processing transactions for and on behalf of other customers and/or in relation to sales or purchases of the reserves we use to facilitate the operation of our business.
If any of these terms and conditions is found by a court or body or authority of competent jurisdiction to be illegal, unlawful, void or unenforceable, such term will be deemed to be severed from these terms and conditions and this will not affect the remainder of these terms and conditions which will continue in full force and effect.
Subject to section 18 , and unless and to the extent we agree otherwise in writing, a person who is not a party to these terms and conditions shall have no right under the Contracts (Rights of Third Parties) Act 1999, or otherwise, to enforce any of these terms or conditions.
If we fail to enforce any of our rights under these terms and conditions, that does not mean we have waived any such rights. A waiver is only effective if we provide it in writing from one of our duly authorised representatives.
These terms and conditions and the documents referred to in them constitute the entire agreement between you and us and supersede any prior agreement, terms and conditions or arrangement in respect of their subject matter. Except for the express statements set out in these terms and conditions, you hereby acknowledge and agree that you have not relied upon any other statement or understanding, whether written or oral, with respect to your use of and access to our services, your Ziglu® account and the Ziglu® app.
Neither you nor Ziglu® have entered into these terms and conditions in reliance upon, and will have no remedy in respect of, any misrepresentation, representation or statement which is not expressly set out or referred to in these terms and conditions. The only remedy available for any misrepresentation or breach of any representation or statement set out or referred to in these terms and conditions shall be for breach of contract.