Before you can use the services referred to below, you must agree to enter into two agreements, one with Ziglu Limited only (called “Ziglu®'s Customer Terms and Conditions”) and one with Transact Payments Limited only (called the “TPL’s Terms and Conditions”). For convenience we have set out below both agreements, each of which constitutes an entirely separate agreement. Where you make use of the services, these are provided on the understanding that you have agreed to each agreement independently, as relevant to the services you use.

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 of the services we provide under these terms and conditions (our “services”).

When you apply for a Ziglu® account and when you use them or our services, you are deemed to agree to these terms and conditions, as well as the documents we refer to in these terms and conditions (such as, but not limited to, our Privacy Policy which is available separately via the Ziglu® app and on our website), as the same may be amended from time to time.

For your own benefit and protection, you should read these terms and conditions and all documents referred to in them very carefully before using our services, your Ziglu® account and the Ziglu® app. If you do not understand any point or wish to have any further information regarding our services, please contact us and ask for further information using the details provided below (see section A 12). A copy of these terms and conditions is provided on our website at www.ziglu.io/customer-terms, and we suggest that you print a copy of these terms and conditions and our Privacy Policy.

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: Cryptoassets are extremely volatile. The risk of loss in trading or holding cryptoassets and digital currencies can be substantial. The value of digital currencies and cryptoassets 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 cryptoassets. Services relating to the cryptoassets we provide and to the exchange of fiat currencies 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 cryptoassets 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 cryptoassets 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 cryptoassets or your holding or trading of or in the same.

Please note that none of our services are covered by the Financial Services Compensation Scheme.

For convenience, we have set out our terms in the following sections:

• Section A: General terms that apply to all our services
• Section B: Exchange services
• Section C: Making payments
• Schedule 1: Fees
• Schedule 2: Risks when dealing in cryptoassets

Section A: General terms that apply to all our services

A1. 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 and head office is at 1 Poultry, London, EC2R 8EJ.

Ziglu® is authorised and regulated by the Financial Conduct Authority (“FCA”) for the purposes of issuing electronic money (”e-money”) as an electronic money institution under the Electronic Money Regulations 2011 (S.I. 2011/99) and providing payment services under the Payment Services Regulations 2017. Our FCA firm reference number is 900977.

Ziglu® is not authorised or regulated for the purpose of cryptoasset and fiat exchange services or for making payments in cryptoassets within the Ziglu® community and these are not activities which the FCA regulates.

A2. 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 (pounds sterling) (“GBP”) funds loaded by you into your Ziglu® account, any cryptoasset and digital currency balances held on your behalf and to make use of the services provided by or on behalf of Ziglu® under these terms and conditions.

As Ziglu® provides both regulated and unregulated services, there is a risk of confusion regarding whether a particular service is regulated or not by the Financial Conduct Authority (“FCA”). Whilst we have sought to clarify this below, if anything is unclear please feel free to ask for further information using the details provided below (see section A 12).

Ziglu®’s authorisation relates to its provision of electronic money and payment services only. This means that Ziglu® is providing a regulated service when Ziglu® issues e-money, and when you make payments with Ziglu® in fiat money, such as via the Ziglu® app (fiat is another name for traditional currencies, such as GBP).

In addition, whilst your Ziglu®-branded card is subject to a separate agreement between you and the card issuer, this agreement relates to a regulated service provided by the card issuer. For further details regarding this service, please see the TPL’s Terms and Conditions.

Ziglu®’s authorisation does not relate to its cryptoasset activities. As such, when you deal in cryptoassets, and when you make payments in cryptoassets (for example, sending bitcoin to another member of the Ziglu® community), these are not activities regulated by the Financial Conduct Authority. Whist Ziglu® is registered with the Financial Conduct Authority for money laundering purposes, this does not in any way indicate any approval by the Financial Conduct Authority of Ziglu®’s cryptoasset activities.

A3. 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 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.

We may also ask for further information from time to time in line with our internal policies and regulatory requirements, which themselves may change from time to time, and you must provide us with all requested information and inform us of any changes to any information provided. We will treat all of this information in accordance with our data protection obligations and applicable law, including in accordance with our Privacy Policy, which is available via our Ziglu® app and on our website.

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.

A4. GETTING STARTED - LOADING FUNDS INTO YOUR ZIGLU® ACCOUNT

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), you may load GBP into your Ziglu® account, for the purposes of benefitting from our services. We will provide you with your Ziglu® account consisting of a hosted digital wallet reflecting the GBP money loaded by you into your Ziglu® account (your “e-wallet”) and another to store, track, transfer and manage your balances of certain supported cryptoassets to which we allow access (your “crypto e-wallet”).

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. You may withdraw the GBP you hold in your Ziglu® account at any time to the original bank account used to load GBP funds initially.

When you load GBP funds to your Ziglu® account, we will arrange for it to be held for you. 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. 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. The GBP funds you load will not earn or accrue any interest and nor will you have any entitlement to any interest on GBP funds held by us.

Your Ziglu® account may hold balances in the currencies which we make available via the Ziglu® app and we will show the balance for each currency you hold via the Ziglu® app. 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/crypto e-wallet or transferring funds from another e-wallet/crypto e-wallet you hold with Ziglu® to bring it back to at least a zero balance. We reserve the right to automatically move funds from any of your e-wallets or crypto e-wallets to another one of your e-wallets or crypto e-wallets with a negative balance, with a view to removing or reducing that negative balance.

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.

A5. HOW WE HOLD YOUR E-MONEY AND CRYPTOASSETS

Whilst we are not covered by the Financial Services Compensation Scheme, we set out below a high-level overview of the steps we are taking to help protect your e-money and cryptoassets.

E-money

We have put in place appropriate and well-managed safeguarding arrangements so that, if we become insolvent, your funds are returned in a timely and orderly way. We safeguard the e-money we hold, meaning that 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. No right of set-off or security right will be exercised in respect of your e-money, except to the extent that it relates to fees and expenses owed in relation to operating your Ziglu® account. This should mean that, if we become insolvent, you get most of your money back because you will generally be paid back in priority to any other creditors. Please note, however, that it could take longer to be refunded if we become insolvent than if your money were in a bank and some costs would likely be deducted by our administrator or liquidator (and for that reason, you may not get all your money back). Whilst the institution holding your monies will not set-off amounts against it, we may deduct from your Ziglu® account fees and expenses properly incurred to us as a result of providing you with our services under these terms.

Cryptoassets

All cryptoassets we hold for you are held in custody by us on your behalf. This means that Ziglu® holds legal title to the cryptoassets on trust for you as a bare trustee, subject to our right to withhold payment of fees you incur. We owe you fiduciary duties as required by applicable law.

We may, via our partners, custody cryptoassets in cold storage on a pooled basis and we shall have no obligation to segregate any cryptoassets held in relation to you and our other customers. Cold storage is a way of holding cryptoassets such that they are not connected to the internet, and as such it is a relatively more secure way of holding cryptoassets 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 cryptoassets 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.

A6. 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, you will redeem your e-money held in your fiat e-wallet(s) and 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 cryptoassets 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 Fee Schedule). Again, you should follow the instructions in the Ziglu® app in order to do this.

Whilst we do not charge for making a redemption of e-money or a withdrawal of funds, you may not withdraw funds to the extent that they represent a fee already properly incurred for a service provided by us under these terms.

A7. 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 your 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 funds/e-money or of cryptoassets or the loss in value of cryptoassets. 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 in a way which is publicly accessible or otherwise making them visible to third parties. You should never keep security details or your PIN/passcode 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”.

A8. LOSS OR UNAUTHORISED USE OF YOUR ZIGLU® ACCOUNT

If you are aware or suspect that your Ziglu® account has been compromised, or that someone else knows your PIN/passcode or is able to access or use your Ziglu® account or that it has been used by someone other than you or otherwise misused, or if there has been any other kind of security breach you must:

1. immediately freeze your Ziglu® account via the Ziglu® app to prevent it being used.
2. notify us by emailing or calling us without undue delay at [email protected] or on +44 (0) 203 901 8605 (this is a 24 hour automated reporting service and standard network charges will apply to the call).
3. provide us with all relevant details (and continue to provide us with accurate and up to date information for the duration of any suspected breach or security issue).
4. stop using your Ziglu® account, until we get in touch with you regarding your Ziglu® account to confirm that it is OK to use.
5. take any other steps we reasonably require to reduce, mitigate, manage or report such breach or suspected security breach or issue.

Please be aware that funds can still be loaded to your Ziglu® account while it is frozen but you will be unable to withdraw or access those funds until we confirm to you that your Ziglu® account can be used again.

It is your responsibility to let us know if there is any theft or misuse of your Ziglu® account, passcode or security details and it is essential that you do this as soon as you discover or suspect there may be a problem. You will then need to help us by taking all reasonable steps we may request in relation to investigating the issue.

In the event of suspected or actual fraud or security threats, we will use SMS, telephone, post or another secure method to contact you. We may ask you to verify your identity for security purposes.

While we aim to ensure that any issue reported to us in line with the procedure above is dealt with as quickly and efficiently as possible, we cannot guarantee that we will be able to prevent any unauthorised access or use of your Ziglu® account details from spending, exchanging or removing funds from the balances you hold in your Ziglu® account. This may be due to unavailability of the Ziglu® app or our automated reporting service or for other reasons beyond our reasonable control. It is therefore extremely important that you take all reasonable steps to safeguard your Ziglu® account details.

A9. YOUR OBLIGATIONS

You must comply with all of your obligations as set out in these terms and conditions, and you must at all times ensure that you comply with all applicable laws and regulations when using our services.

This includes providing us with whatever information we request for the purposes of satisfying our own regulatory and compliance obligations, such as, but not limited to, money laundering checks, prevention of terrorist financing and KYC checks. We are not responsible for determining whether or which laws may apply to you specifically, including the tax law implications of a particular service.

In addition, you are solely responsible for reporting and paying any taxes arising from your use of our services. As such, it is your responsibility to determine what, if any, taxes apply to any cryptoassets that you deal with using our services and to collect, report, and remit the correct tax to the appropriate tax authority. We may deduct or make any tax withholdings or filings that we are required by law to make, but we are not responsible for determining whether taxes apply to your use of our services, or for collecting, reporting, or remitting any taxes arising from your use of our services.

You must not use, or allow to be used, your Ziglu® account or our services or any e-wallet/crypto 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:

1. 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;
2. 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
3. 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):

1. Any unlawful or immoral activity of any kind.
2. 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.
3. 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.
4. 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.
5. 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.
6. Any business-related activity.
7. 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.

A10. OUR RESPONSIBILITIES AND LIABILITY TO YOU

Nothing in 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. We have set out in each relevant section the extent of our liability in relation to each of the services we provide, however the below applies to our services generally.

Liability in relation to our cryptoasset 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 cryptoassets given that they, themselves, are prone to high volatility and sudden increases in volumes of dealing. We set out above in Schedule 2 an illustrative list of potential risks which may arise in relation to dealing in cryptoassets, 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.

While we try to be as responsive as possible, customer support times may 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), and we do not accept responsibility for any loss caused as a result of such delay.

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 in relation to our services relating to cryptoassets. 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.

We do not accept any liability for any loss of cryptoassets 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.

Loss of value

You bear all risk of loss of value to your cryptoassets and e-money and Ziglu® shall not be liable to you in any way for fluctuations in the value of your cryptoassets and/or e-money.

Viruses

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.

Unforeseen circumstances

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.

A11. 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.

We and our affiliates are committed to maintaining your personal data in accordance with legal requirements relating to the collection, storage and use of personal data. Except as required by law, or in accordance with these terms and conditions and/or our Privacy Policy, which is available via the Ziglu® app and on our website, your personal information will not be passed to anyone without your permission. By accepting these terms and conditions and using our services, your Ziglu® account and/or the Ziglu® app, you agree to the terms of our Privacy Policy. You should print and keep a copy of our Privacy Policy together with these terms and conditions.

You can email us at our contact details set out in section A 12 to request a hard copy of our Privacy Policy to be sent to you by post.

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.

A12. COMMUNICATIONS

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.

A13. COMPLAINTS

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.

There is no recourse to the Financial Ombudsman Service in relation to our services as set out in section B, or making payments in cryptoassets under section C as these do not fall within the remit of the Financial Ombudsman Service.

Complaints about our issuance of e-money and/or making payments in GBP are subject to the jurisdiction of the Financial Ombudsman Service. If you have a complaint in relation to these services and we do not resolve your complaint to your satisfaction, you may also be able to refer your complaint to the Financial Ombudsman Service. This does not prevent you from taking legal proceedings. You can contact the Financial Ombudsman Service by telephone on 0800 023 4567 or 0300 123 9 123, Monday to Friday – 8am to 8pm, Saturday – 9am to 1pm or email: [email protected]. You can also write to them at Financial Ombudsman Service, Exchange Tower, London E14 9SR.

A14. 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:

1. 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.
2. 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.
3. “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.

A15. 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 A 18.

A16. 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).

A17. 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 A 12.

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.

A18. TERMINATION AND VARIATION OF THESE TERMS AND CONDITIONS

We may make changes to and/or terminate these terms and conditions in respect of our exchange services, making payments in cryptoassets, and fees related to these services, and where we do so we will give you reasonable advance notice, or we may make changes with immediate effect if they are in your favour.

We may also make changes to and/or terminate these terms and conditions in respect of making payments in GBP, your Ziglu® Card and fees related to these services. Generally, we will give you at least two months’ advance notice of any such changes, however we may provide shorter advance notice or make changes immediately where permitted by applicable law, for example if the changes relate to the addition of new payment services to these terms; the changes relate to interest and/or exchange rates and are more favourable to you; and/or the changes reflect changes in legislation or regulation.

We will provide notice of any changes by email, and where we make changes with immediate effect we will notify you of them by email when they are made. 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 without charge by giving us notice at any time before the date the change comes into effect.

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 A 12, but you will still be required to pay any outstanding sums due to us. 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 cryptoassets into GBP in accordance with section B 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.

A19. 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 cryptoassets 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 cryptoassets; (ii) we may increase (by purchasing additional cryptoassets) or sell our own reserves of cryptoassets which may or may not adversely impact on the value of cryptoassets 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.

A19A. OUR RIGHT TO CLOSE YOUR POSITION IN CRYPTOASSETS

We may close your position in any of the cryptoassets we support where this is, in our view acting in good faith, beneficial to mitigate the risks of any service we provide (including but not limited to as a result of a cryptoasset potentially no longer being traded on the exchanges we use), and/or required to comply with any legal, compliance or regulatory obligation and/or guidance (including but not limited to for financial crime reasons). Where we do this, we will sell the relevant cryptoassets we hold for you at the rates available to us at the relevant time, and return the monies gained to your Ziglu® account. Where practicable, we will provide you with prior notice by email before closing your position. Where prior notice is not practicable, we will provide you with notice at the time of closing your position, except where in our view this may breach an applicable legal, compliance or regulatory obligation. So long as we act in good faith, we will not be liable as a result of closing your position, and we may, acting at our sole discretion, apply our standard fees for Exchange Transactions to the sale of your cryptoassets.

A20. MISCELLANEOUS

You may not transfer, assign, charge or otherwise create security interests over or in relation to any monies or cryptoassets held on your behalf by us 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.

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 A 17, 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.

These terms and conditions do not create and shall not be construed as creating any agency relationship between you and us, except to the extent required to operate the trust. These terms and conditions do not create and shall not be construed as creating any partnership, joint venture, employer-employee relationship, or franchisor-franchisee relationship between you and us.

A21. USING A ZIGLU®-BRANDED CARD

You may request a Ziglu®-branded card for the purposes of making payments, and the operation of such card will be subject to a separate agreement between you and Transact Payments Limited (and not us), under the TPL’s Terms and Conditions. Whilst we are not a direct party to the TPL’s Terms and Conditions, and assume no liability to you under them, we do reserve the right both to make changes to the TPL’s Terms and Conditions and to replace Transact Payments Limited with an alternative card issuer. You will need to accept any such changes in order to keep being able to use the card services, and the timeframe and process for this is as set out in section A18.

Where payments are made using your Ziglu®-branded card, we will provide you with information in relation to such payments on the same basis as we provide such information generally in relation to payments made from your Ziglu® account under section C.

Section B: Exchange services

B1. EXCHANGE SERVICES

Once you have loaded funds into your e-wallet you may start using those funds to undertake Exchange Transactions for cryptoassets, as listed in the Ziglu® app. An “Exchange Transaction” is when a cryptoasset is acquired or disposed of for GBP, or where one cryptoasset is exchanged for another cryptoasset.

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 the best prices for our customers.

B2. EXECUTING A TRADE

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.

To instruct us to buy, sell or exchange any cryptoassets you hold, you must follow the relevant instructions and steps shown in the Ziglu® app and nominate which funds or cryptoassets you wish to use to effect the Exchange Transaction. You will be asked to confirm the amount of funds or cryptoassets from your relevant e-wallet/crypto e-wallet that you wish to use to effect the Exchange Transaction and will be shown an indicative price. Please note that this price is not guaranteed, rather by transacting you are agreeing to the best price available to us on the exchanges we are linked to at the relevant time.

Once you have hit the "Exchange now" button in the Ziglu® app, your instruction to us to sell or purchase the relevant cryptoassets is irrevocable and you cannot withdraw your consent to the Exchange Transaction.

B3. YOU MUST ONLY UNDERTAKE AN EXCHANGE TRANSACTION WHERE YOU HAVE SUFFICIENT FUNDS AND CRYPTOASSETS

You should only undertake an Exchange Transaction where you have sufficient funds and cryptoassets in your e-wallets/crypto 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 cryptoassets in your e-wallets/crypto e-wallets; and/or
• undertake the Exchange Transaction and freeze your Ziglu® account until any shortfall in funds is paid by you. We shall have no liability to you as a result of any such refusal or action taken.

We may 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 cryptoassets 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.

If, for any reason, any e-wallet/crypto e-wallet goes into negative balance, you must immediately repay such negative balance by loading sufficient funds into that e-wallet/crypto e-wallet or transferring funds from another e-wallet/crypto 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/crypto e-wallet you have with Ziglu®.

B4. SERVICES WE DO NOT PROVIDE

We do not provide investment advice

Offering access to any particular cryptoasset via the Ziglu® app does not in any way, nor shall it be deemed to, indicate approval or disapproval by us of such cryptoasset or any technology relating to it and should not be used as a substitute for your own understanding of the risks specific to each cryptoasset. We make no warranty, guarantee or representation regarding the suitability or otherwise of any cryptoasset 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 a cryptoasset having a total loss of value, should the market for that cryptoasset 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.

We do not guarantee exchange rates

Please note that our service is to provide you with the best exchange rate available to us. 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 cryptoassets or GBP funds as is indicated on the Ziglu® app following the exchange, but also it could be more or less than that amount.

B5. 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 cryptoasset or group of cryptoassets.

Initially, you will only be able to exchange currency in amounts of that currency which exceed the minimum threshold limits but not the maximum threshold limits (if any) we set for that currency in respect of each individual Exchange Transaction. These limits will be displayed in your Ziglu® account via the Ziglu® app and may be changed by us notifying you by email or within the Ziglu® app from time to time.

We reserve the right, at our absolute discretion, to change applicable limits as we deem appropriate or necessary. If you wish to change any limits, you may ask us to do so using the details set out in section A 12. and we will consider your request.

PLEASE NOTE: If you retain less than the minimum threshold limit of a cryptoasset set out above in your account, you will not be able to effect any Exchange Transaction using that cryptoasset until you have topped up the total amount you hold in that cryptoasset so that your Exchange Transaction exceeds the minimum threshold limit.

B6. LIABILITY

Please see section A 10 for our general limitation of liability. In addition, we cannot guarantee that our Exchange Transaction 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 cryptoasset 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 a cryptoasset or monies are returned to us in the form of a cryptoasset or a currency which is not the cryptoasset we transferred, we will apply our current exchange rate at the time of receipt to exchange such cryptoasset or currency received back into the original cryptoasset. This may result in more or less of the original cryptoasset being received as a result and we will not be liable to you for any loss caused to you as a result.

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.

B7. SUSPENDING EXCHANGE SERVICES

We may suspend your ability to use our exchange services if:

1. we are required to take such action by any regulatory body, or otherwise for security, legal or regulatory reasons;
2. 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).
3. you breach any part of these terms and conditions (including any document we refer to in them);
4. 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;
5. we reasonably believe that we need to do so in order to protect our reputation;
6. there is continued inactivity in relation to your Ziglu® account;
7. you fail to respond to customer support requests;
8. we are unable to satisfactorily verify your identity and/or complete any required due diligence checks;
9. 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;
10. we have reason to believe that there has been, or there is a potential, security breach; or
11. it is reasonably necessary for us to do so to prevent you or us from breaching any applicable law or regulatory requirement.

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 our services.

Section C: Making payments

C1. THE TYPES OF PAYMENTS YOU CAN MAKE

1. Peer to peer payments within the Ziglu® community We provide the service of peer to peer payments within the Ziglu® community. This allows you to make payments to other Ziglu® account holders. Payments within the Ziglu® community may be made in GBP and the cryptoassets we support, as listed in the Ziglu® app. When you make any payment, you will be authorising Ziglu® to make a transfer on your behalf from your e-wallet/crypto e-wallet in your Ziglu® account and to the recipient you select.
2. Making payments to persons outside the Ziglu® community You may make payments to bank accounts of and receive payments from persons outside the Ziglu® community. These payments may only be made in GBP within the United Kingdom. If you are holding cryptoassets and do not have sufficient GBP you will need to convert your cryptoassets into GBP in accordance with section B before making any payment. When you make any payment, you will be authorising Ziglu® to make a transfer on your behalf from your e-wallet in your Ziglu® account and to the recipient you select.

C2. EXECUTION TIMES FOR PAYMENTS

In order to make a payment you need to log into your Ziglu® account and follow the payment process set out in the Ziglu® app. At the end of the process you will be asked to confirm that you wish to send the relevant amount and you may be asked to provide a passcode or biometric information - providing this confirmation shall be treated as you authorising the payment.

We will ensure that the amount of the payment reaches the account to which it is to be sent by the end of the business day following the date on which your instruction is received, although normally if the payment is within the Ziglu® community it should be received almost instantly. A business day for these purposes is any day other than Saturday or Sunday or a public or bank holiday in England, provided that if we receive any payment instruction on a date which is not a business day, or after 4 pm on a business day, we will treat it as if it had been received on the next business day.

In the event that a payment to your Ziglu® account is delayed, or if for any other reason there is a shortfall in the funds available your Ziglu® account to satisfy any transaction, this can cause delay, and you may lose money as a result of a late payment. You hereby irrevocably accept and agree that we are not liable for any such losses.

You will be able to check the status of your payment transactions by checking the Ziglu® app, which should be updated as soon as payments are made. This information is accessible for at least 13 months after the transaction, after which we do not guarantee that it will be kept available.

C3. NO CANCELLATION OF PAYMENTS

Once Ziglu® receives an order to make a payment as referred to above, you cannot cancel it and we will no longer be able to revoke it.

C4. LIMITS

Your ability to make payments may be subject to limits as regards transaction values and volumes, details of which will be available to you in the Ziglu® app. Ziglu® may, in its reasonable discretion, set additional controls and limits or adjust controls and limits from time to time in order to manage risks and to comply with its legal obligations. You should check the Ziglu® app regularly to check what these limits and controls are.

C5. UNAUTHORISED OR INCORRECTLY EXECUTED PAYMENTS

You should notify us as soon as possible if your Ziglu® account is in any way compromised. You must also tell us about any payment which you have not authorised or which we have incorrectly executed without undue delay and, in any case, no later than 13 months after the date of the relevant payment transaction. You may do so 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).

Provided you notify us of an unauthorised transaction on time in accordance with this section C5, we will refund the amount of the unauthorised payment as set out below 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.

We are liable to you for the correct execution of a payment which you instruct us to make in the United Kingdom unless we can demonstrate that the recipient’s bank or payment service provider received the amount of the payment in accordance with the execution times set out in section C2. If we are unable to demonstrate that a payment has been executed correctly, we will without undue delay refund you the amount of the non-executed or defective payment transaction and, where applicable, restore the debited payment account to the state in which it would have been had the defective payment transaction not taken place

Where you receive a payment to your Ziglu® account that has been correctly executed, we are liable to ensure the correct execution of the payment transaction order and for ensuring that we make available the amount of the payment transaction to you, and credit the corresponding amount to your Ziglu® account, on time.

We will also, on your request, without charge make efforts to trace any non-executed or defectively executed payment transaction and notify you of the outcome.

When providing details of the recipient it is very important that you provide accurate details, as failure to do so may lead to loss and/or delay in relation to your payment. You should also ensure that any person paying into your Ziglu® account has your correct details for the same reasons.

Where the details for the recipient of a payment which you give us are incorrect, and we make a payment in accordance with your instructions, we will be treated as executing the payment correctly. This means that we will not be liable to refund the amount of the payment. However, we will make reasonable efforts to recover the funds involved in the payment and may make a charge for this which corresponds to our actual costs of seeking to recover the funds involved. If we are unable to recover the funds involved in a payment where you have given us incorrect recipient details, we will, on written request, provide you with all available relevant information for you to seek to claim repayment of the funds.

Where we do not correctly execute a payment which you instruct us to make to an account in the United Kingdom, we will refund the amount of the non-executed or defective payment transaction without undue delay. We will also be liable to you for any charges for which you are responsible or any interest which you must pay as a result of the non-execution or defective execution or late execution of the payment.

C6. SUSPENDING YOUR ZIGLU® APP AND/OR ZIGLU® ACCOUNT

We may suspend your ability to use our payment services at any time:

1. for security, legal or regulatory reasons; or
2. 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).

We may also stop you making a payment where we are of the view that you do not have sufficient funds to make the payment.

Unless it would compromise reasonable security measures or it would be unlawful, we will inform you by email, telephone or through the Ziglu® app in advance 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.

For the avoidance of doubt, whilst your Ziglu® account is suspended you will no longer be able to access our services.

C7. PROVISION OF INFORMATION ON INDIVIDUAL PAYMENT TRANSACTIONS

In addition to being able to see past transactions in the Ziglu® app, you may request, free of charge on a monthly basis, statements detailing payments made and applicable charges, and if you do so we will provide them to you either by email or through your Ziglu® app (at our discretion). You may request statements by phone, email or through the Ziglu® app, however we may not provide you with a statement for a month where there have been no transactions. We suggest you print and keep a hard copy of any statements you wish to use for future reference.

Schedule 1: Fees

F1. FEE TRANSPARENCY

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. There is no fee payable in respect of our issuance to you of e-money or your redemption of the same, as part of loading funds into your digital wallet(s). Whilst we set out below the fees we charge for our services, please note that other taxes or costs may exist that are not paid via or imposed by us, and all fees are quoted exclusive of any tax.

F2. FEES FOR EXCHANGE TRANSACTIONS

Our fixed percentage fee will be one and a quarter percent (1.25%) of the relevant value of each Exchange Transaction when it happens. The value of the Exchange Transaction will be: (i) the amount of GBP exchanged for cryptoassets where they are being purchased; or (ii) the aggregate amount of cryptoassets exchanged for GBP where cryptoassets are being sold; or (iii) the aggregate amount of the relevant cryptoassets exchanged where they are being used to purchase other cryptoassets. Please also see section F3 below because in order to make Exchange Transactions you will also need to open a Ziglu® account.

F3. FEES FOR OPERATING YOUR ZIGLU® ACCOUNT AND MAKING PAYMENTS

We set out below our fees in relation to using your Ziglu® account and making payments.

Service fees:

• Maintaining the account: Free
• Refusing a payment due to lack of funds: Free
• Sending money to a Ziglu® account: Free
• Sending money within the United Kingdom to a non-Ziglu® account holder: Free
• Cash withdrawal from your Ziglu® account: Free

F4. DEDUCTION OF FEES

We deduct our fees from your Ziglu® account at the time of effecting the Exchange Transaction (in relation to trading) or, when making a payment, at the time the payment is made (in relation to those payments for which a fee is payable). When paying a fee in relation to a payment, we will deduct from your Ziglu® account the fee as an additional sum to the amount being transferred, to ensure that the full amount of the payment is transferred.

In the event that there are insufficient funds in your Ziglu® account to satisfy our fee, we may refuse to effect a payment or 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 or result a late payment, and this could lead to losses on your part, which you hereby irrevocably accept and agree.

Schedule 2: Risks when dealing in cryptoassets

Trading in cryptoassets can be extremely risky and can lead to substantial losses. Different cryptoassets may have unique features which may make them more or less likely to fluctuate in value. Prices of cryptoassets offered via the Ziglu® app can be extremely volatile, and Ziglu® has no control over these prices. By dealing in cryptoassets, you confirm that you understand the risks involved in dealing in cryptoassets, and that you have suitable trading experience and risk tolerance for dealing in this asset class. You should never trade more than you can afford to lose, and you should be aware that the value of cryptoassets can drop to nothing.

You should carefully consider whether dealing in or holding cryptoassets 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 dealing in cryptoassets. 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 cryptoassets or your holding or trading of or in the same.

We set out some of the specific risks relating to cryptoassets below and you should consider factors such as market liquidity for a particular cryptoasset as well as potential regulatory changes, market manipulation and price volatility. Dealing in cryptoassets 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 cryptoassets are digital in nature, they are susceptible to attacks from hackers, insecurity of technical systems within the market and governmental changes in attitude towards cryptoassets (or a particular cryptoasset), which can also seriously adversely affect and reduce the value of any cryptoassets. Ziglu® has no control over this.

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 risk

The ability for you to purchase or sell cryptoassets via the Ziglu® app is contingent on there being an exchange 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 cryptoassets via the Ziglu® app, as we simply cannot control this.

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 cryptoassets 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.

Exchange Rate Risk

You accept and acknowledge that each purchase, sale and/or exchange of cryptoassets is subject to an exchange rate, being the price of the relevant cryptoasset in fiat currency or the equivalent rate of exchange of another cryptoasset. 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 cryptoassets (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 should also be aware that past performance of a cryptoasset is no indicator of future performance.

Operational risks

You must also be aware of and accept the risk of operational challenges, as we and/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.

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 cryptoassets, loss of funds, loss of data and in our systems becoming temporarily unavailable.

In addition, 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 a cryptoasset active on our Ziglu® app has been compromised or is under attack, we may immediately halt trading and Exchange Transactions relating to that cryptoasset; (b) if it is determined that such an attack has caused a cryptoasset to greatly decrease in value, we may discontinue trade activity in such cryptoasset entirely. To be clear, we do not have any obligation to engage in any activity in response to an attack on a blockchain network.

Viruses

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.

Software protocols

You must also be aware and accept that the software protocols that underlie cryptoassets are often open source projects, which means that the development and control of such cryptoassets 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 cryptoasset.

Forks

Under no circumstances should you deal in a particular cryptoasset in reliance upon a Fork (as defined below) happening or under the assumption a Fork (as defined below) will increase the value of your cryptoassets and that we will support it.

As a result of the decentralised and open source nature of cryptoassets it is possible that sudden, unexpected, or controversial changes may be made to a cryptoasset that may change the usability, functions, value or even name of a given cryptoasset (“Forks”). Such Forks may result in multiple versions of a cryptoasset and could lead to the dominance of one or more such versions of a cryptoasset and the partial or total abandonment or loss of value of any other versions of such cryptoasset, and this can lead to loss of value in any cryptoassets and/or other cryptoassets we hold on your behalf.

Whether or not any Fork relating to a cryptoasset is recognised or accommodated by any cryptoasset 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 cryptoassets for you. You must therefore never operate under the assumption that we will support any Fork of a cryptoasset. We are under no obligation to support any Fork, whether or not any resulting version of such forked cryptoassets 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 a cryptoasset, 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 a cryptoasset.

Note that in the event of a Fork of a cryptoasset, we may be forced to suspend all activities and Exchange Transactions relating to such cryptoasset 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 cryptoasset, potentially with little or no warning, and during this period of suspension you will not be able to purchase or sell the cryptoasset which is subject to such Fork.

Airdrops

Ziglu® also does not generally support any distributions, dividends or “airdrops” of cryptoassets to wallet addresses (collectively, “Airdrops”) regardless of whether or not you would have received such Airdrops had you held such cryptoassets 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 cryptoassets 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 cryptoassets 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 cryptoassets 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.

Loss of cryptoassets held in custody

Whilst we use an insured custody solution to try to protect your cryptoassets, there is a risk that the custodian(s) we use are hacked or lose your cryptoassets, or that a third party misappropriates your cryptoassets. There is no guarantee that the custodian will be able to cover the resulting loss which may result if these risks materialise.

Uncertainty of trust arrangements for cryptoassets

There is some uncertainty regarding the legal nature of cryptoassets. Accordingly, although it is very likely, it is not completely certain that your interests in cryptoassets are capable of being the subject-matter of a trust in your favour. Should the Declaration of Trust we have put in place for the cryptoassets we hold for you or the custody arrangements of cryptoassets held by our custody partners be ineffective, and should Ziglu® or our custody partner enter an insolvency procedure, there is a risk that some or all of your cryptoassets will be treated as assets within the insolvent estate, resulting in a shortfall.

In addition, you should be aware that, although the arrangements have been put in place are with a view to avoiding a shortfall between the assets Ziglu® holds in trust and the assets placed with Ziglu® by Ziglu®’s clients, there is still a risk that cryptoassets are lost leading to a shortfall. If this happens, then you may share such shortfall on a pro-rata basis with Ziglu®’s other clients, based on the size of your and Ziglu®’s other clients’ holdings.

You should be also aware that prompt distribution of all or some of clients’ assets or money does not always occur following the failure of an insolvent firm (whether regulated or otherwise). There can be a variety of reasons for this, including difficulties in reconciling information and the concerns of insolvency office-holders who wish to avoid being sued for wrongful distribution.

Other risks

Please note that there may be other risks in addition to those outlined above and below in relation to your holding or participating in cryptoassets and there may be further risks that arise in the future.

TPL’s Terms and Conditions

IMPORTANT INFORMATION: Please read this Agreement carefully before activating your Account. This Agreement becomes effective and binding on you upon your activation or use of your Card and for the entire period of validity of your Card.

1. Definitions & Interpretation:

Account Agreement

The area on the Ziglu App that allows you to view your transaction history and carry out other Card-related functions.

These terms and conditions relating to the use of your Card(s) as amended from time to time.

Available Balance

The value of unspent funds available for your use.

Business Day

Monday to Friday, 9am to 5pm current local time in England, excluding bank and public holidays in England.

Card

Any debit Card, whether Virtual or Physical, issued to you in accordance with this Agreement.

Customer Services

The contact centre for dealing with queries about your Card. You can contact Customer Services by:

i. calling +44 20 3901 8605 (your network provider may charge a fee for calling this number); ii. e-mailing [email protected] from the email address registered to your Account; or iii. writing to Ziglu, 1 Poultry, London EC2R 8EJ

EEA

European Economic Area.

Expiry Date

The expiry date showing on your Card.

Fee

Any fee payable by you as referenced in the Fees & Limits Schedule.

Fees & Limits Schedule

The schedule contained in this Agreement.

KYC

Means “Know Your Customer” and constitutes our verification of your Personal Details.

Merchant

A retailer or any other person that accepts e-money.

Personal Data

The registered personal identity details relating to the use of your Card and Account including (but not limited to) your: name, date of birth, home address, email address and telephone (landline and/or mobile) number. Full details of the Personal Data which we process are set out in our Privacy Policy.

Physical Card

A physical/plastic Card that can be used to carry out Transactions.

PIN

Personal Identification Number; that is, the security number provided for use with your Card.

Program Manager

Ziglu Limited (trading as “Ziglu”) with registration number 09204810 and registered address 1 Poultry, London EC2R 8EJ"

Schemes

Mastercard; Mastercard is a registered trademark of Mastercard International Incorporated.

Transaction

The use of your Card to make (i) a payment, or a purchase of goods or services from a Merchant where payment is made (in whole or in part) by use of your Card including where payment is made over the internet, by phone or mail order or (ii) a cash withdrawal made from an ATM or bank using your Card.

Username and Access Code

A set of personal codes selected by you in order to access the Ziglu App;

Virtual Card

A non-physical Card, the use of which is limited to online, phone or mail order purchases. For the avoidance of doubt, a Virtual Card cannot be used to make a cash withdrawal from an ATM or bank and any reference to such withdrawals or to a Physical Card in this Agreement excludes the Virtual Card.

Ziglu App

The Ziglu mobile application made available by the Program Manager to you via your mobile device

Ziglu E-money Account

The electronic money account opened in your name in accordance with the Ziglu E-money Terms and Conditions entered into by you with Ziglu Limited."

we, us or our

Transact Payments Limited (“TPL”) a company incorporated in Gibraltar with registered address 6.20 World Trade Center, 6 Bayside Road, Gibraltar, GX11 1AA company registration number 108217, and authorised by the Gibraltar Financial Services Commission as an electronic money institution or the Program Manager acting on its behalf.

you or your

You, the person who has entered into this Agreement with us by virtue of your use of the Card and any other person you have authorised to use any Cards in accordance with this Agreement.

2. Your Agreement and Card

2.1. Your Card is issued by us pursuant to a licence from the Scheme and your rights and obligations relating to the use of the Card are subject to this Agreement.

2.2. You can download or print the latest version of this Agreement at any time from the Website or App.

2.3. The Ziglu E-money Account is provided by Ziglu Limited, an e-money institution licensed and regulated by the UK Financial Services Commission. Your use of the Ziglu E-money Account is not governed by this Agreement but by the “Ziglu Customer Terms and Conditions” which you have entered into and which can be found on www.ziglu.io.

3. Obtaining and activating your Card

3.1. To apply for a Card you must be at least 18 and a resident of the United Kingdom.

3.2. Cards may only be obtained upon successful completion of our KYC checks within the Ziglu App. We reserve the right to request additional identification documents and verification of your source of funds and/or wealth at any point.

3.3. You can order the Card through the Ziglu App under the ‘Cards’ section. When the functionality becomes available, customers can order cards as part of the on-boarding steps.

3.4. Once you receive your Card, you must activate it within the Ziglu App itself. You will be required to provide the last four digits of the Card number via the Ziglu App and your Card will then be activated and ready to use.

3.5. Upon activation of your Card you will be given the option to add your Card to a mobile payment wallet, subject to the availability of that mobile payment wallet.

4. Personal Details

4.1. When entering into Transactions over the internet, some websites may require you to enter your Personal Details and, in such instances, you should supply the most recent Personal Details that you have provided us with.

4.2. You must notify us of any change in your Personal Details as soon as possible by contacting Customer Services or updating the details via the Ziglu App. You will be liable for any loss that directly results from any failure to notify us of a change in your Personal Details as a result of undue delay, your gross negligence or fraud. We will need to verify your new Personal Details and may request relevant KYC information/documents from you as applicable.

4.3. We reserve the right at any time to satisfy ourselves as to your Personal Details (for example, by requesting relevant original documents) including for the purposes of preventing fraud and/or money laundering. In addition, at the time of your application or at any time in the future, in connection with your Card, you authorise us to undertake electronic identity verification checks on you either directly or using relevant third parties.

5. Using your Card

5.1. Your use of the Card is subject to the fees and limits detailed in the Fees & Limits Schedule, which shall be deducted from the Available Balance. Fees and limits may vary according to the type of Card.

5.2. You can use your Card to debit funds from your Ziglu account. Initially your Card will be linked to your GBP currency account. When the functionality becomes available, you will be able to link your Card to any of your Ziglu currency or digital currency accounts by making the selection within the Ziglu App.

5.3. When the functionality becomes available, you will also be able to debit funds from multiple accounts where you have insufficient funds in one account to cover the full cost of a transaction. You will be able to select the order in which your accounts are debited within the Ziglu App once this functionality is available.

5.4. Unless we inform you otherwise, you can use the Card at any Merchant who accepts the Scheme to carry out Transactions.

5.5. If for any reason a Transaction is carried out but its amount exceeds the Available Balance, you must pay us the deficit immediately, and if you fail to do so after receiving a notification from us, we reserve the right to take all necessary steps, including legal action, to recover this deficit.

5.6. There are certain circumstances where a Merchant may require you to have an Available Balance greater than the value of the Transaction you wish to make and you will only be charged for the actual and final value of the Transaction. Merchants may request this as they may need to access more funds than you initially planned to spend, for example when making hotel or rental car reservations. In the event that a Merchant has prior authorization on your Card, you will not have access to the relevant funds until the Transaction is completed or, if sooner, up to a period of 30 days. We will only block access to the exact amount of funds authorised by your relevant Card.

5.7. Your Card cannot be used where such Merchants are unable to obtain online authorisation that you have sufficient Available Balance for the Transaction (for example, but not limited to, Transactions made on trains, ships, some in-flight purchases and tollbooths). We accept no liability if a Merchant refuses to accept payment using the Card.

5.8. We do not recommend using a Virtual Card to purchase an item over the internet that subsequently would require the presentation of a physical reference device in order to obtain that item. Examples include certain theatre ticket purchases, hotel stays, car rentals, and online purchases picked up in person.

5.9. You must not use the Card for any illegal purposes.

6. Authorising Transactions

6.1. You will need to give your consent to each Transaction so that we can check it is genuine by, where applicable, a) using your PIN or other security code personal to you; b) signing a sales voucher; c) providing the Card details (whether contactlessly or otherwise); (d) using facial recognition/3D security verification and/or fingerprint recognition authorisation and/or providing any other details personal to you and/or your Card. Once you have given such consent to the Transaction, it will be deemed to be authorised.

6.2. The time of receipt of a Transaction order is when we receive it. If a Transaction order is received after 4pm on a Business Day then it will be deemed to have been received on the next Business day.

6.3. Once a Transaction has been authorised by your Card and received by us, it cannot be revoked.

6.4. Where a Merchant’s payment service provider is located within the EEA and the payment services being carried out are in the currency of an EEA Member State, we shall ensure the cash transfer to the Merchant’s payment service provider within 4 Business Days following the day on which the Transaction order is received.

6.5. Certain Merchants may not accept payments made through the Card and we accept no liability for this: it is your responsibility to check the restrictions of each Merchant.

6.6. Your ability to use or access the Card may occasionally be interrupted, for example if we need to carry out maintenance on our systems or websites. Please contact Customer Services to notify us of any problems you are experiencing using your Card and we will try to resolve these as soon as possible.

7. Managing & Protecting Your Card

7.1. We shall ask you to create a PIN for use with your Physical Card within the Ziglu App as part of the Physical Card activation steps. You will need this PIN in order to make cash withdrawals from an ATM or at a bank and to authorise payments where Chip&Pin is required at the point of sale.

7.2. If you forget your PIN, you will be able to reset it within the Ziglu App, subject to passing our security checks.

7.3. You will be able to change your PIN at any time within the Ziglu App, subject to passing our security checks.

7.4. You are responsible for your Card, PIN, Access Code and any related security details and must take all possible measures to keep them safe and entirely confidential. Such measures include (but are not limited to):

i. memorising your PIN and Access Code as soon as you create or receive it; ii. never writing your PIN or Access Code on your Card or on anything you usually keep with your Card; iii. keeping your PIN and Access Code secret at all times for example, by not using your PIN if anyone else is watching.

7.6. Failure to comply with this condition 7 may affect your ability to claim any losses in the event that we can show that you have intentionally failed to keep the information safe or you have acted fraudulently, with undue delay or with gross negligence. In all other circumstances, your maximum liability shall be as set out below at condition 11.

7.7. If you believe that someone else knows your Ziglu App Access Code, Physical Card PIN or Card security details, you must notify us by contacting Customer Services immediately.

7.8. In the event that we suspect or believe that your Card may be subject to any fraud or security threats, we will notify you securely via one or more of the following: a push notification on your mobile device, telephone, in-app chat or text message, during which we will ask you to answer security questions.

7.9. Once your Card has expired, or if it is found after you have reported it as lost or stolen, you must destroy it by cutting it in two through the magnetic strip.

8. Cancellation

8.1. If you have ordered your Card online, you may cancel it free of charge before activating and using it, and up to 14 calendar days after the date of activation (the Cancellation Period) by writing to Customer Services. This does not apply to replacement Cards where the cancellation period for the original Card has expired.

8.2. You may terminate your Card at any time within the Ziglu App or by contacting Customer Services.

8.3. Once we have received all necessary information from you (including KYC documentation) any Transactions that took place prior to termination of your Card will be processed in the normal way, along with the deduction of any applicable fees and charges. Your relationship, accounts and agreement with Ziglu in relation to your Ziglu account will remain in force irrespective of the Card termination. In the event that any funds remain on the Card, we will refund such funds to you provided that:

i. you have not acted fraudulently or with gross negligence or in such a way as to give rise to reasonable suspicion of fraud or gross negligence; and ii. we are not required to withhold such funds by law or regulation, or at the request of the police, a court or any regulatory authority.

8.4. Once your Card has been cancelled, it will be your responsibility to destroy your Physical Card(s).

8.5. If, following the termination of your Card, any further Transactions are found to have been made or charges or Fees incurred using the Card or we receive a reversal of any prior funding Transaction, we will notify you of the situation and amount and, in the case that you owe us money, you must immediately repay to us such amount on demand. In the case that we owe you money, we will repay this into your Ziglu account as soon as is reasonably practicable or, should you no longer have a relationship with Ziglu, into an account of your choosing, in each case subject to you complying with and passing any relevant security and verification checks we may require.

9. Expiry

9.1. You will not be able to use your Card following its Expiry Date. This Agreement shall terminate on the Expiry Date unless you are issued with a replacement card.

10. Termination or Suspension of your Card

10.1. We may terminate this Agreement at any time:

i. by giving you two months’ advance notice (which will be sent to the most up-to-date email address with which you have provided us); ii. with immediate effect if:

a. we discover any of the information that you provided to us when you applied for the Card was incorrect or false; b. you fail to provide the Personal Data necessary for us to comply with our legal obligations as an e-money issuer and to fulfil this Agreement; or c. you have breached this Agreement or we have reason to believe that you have used, or intend to use the Card in a grossly negligent manner or for fraudulent or other unlawful purposes or if we cannot process your Transactions due to the actions of third parties.

10.2. We can suspend your Card at any time with immediate effect (and until your default has been remedied or the Agreement terminated) if:

i. we discover any of the information that you provided to us when you applied for your Card was incorrect; or ii. a Transaction has been declined because of a lack of Available Balance; or iii. we reasonably suspect that the security of the Card has been compromised or that you, or any third party, have used, or intend to use the Card in a grossly negligent manner or for fraudulent or other unlawful purposes; or iv. your Ziglu E-money Account has been suspended or closed; or v. we cannot process your Transactions due to the actions of third parties; or vi. you have breached this Agreement.

10.3. In the event that we do suspend or terminate your Card then, where lawfully permitted, we shall notify you in advance or as soon as possible afterwards. We may advise anyone involved in the Transaction if a suspension has taken place.

10.4. Unless or until you or we terminate this Agreement, this Agreement will remain in force.

11. Loss or Theft of your Card

11.1. You are responsible for protecting your Card as if it were cash in your wallet.

11.2. In the event that your Card is lost or stolen, you should immediately ‘freeze’ it within the Ziglu App, accessible within the Cards section of the Ziglu App. ‘Freezing’ the Card will immediately prevent anyone from using it. You may subsequently ‘unfreeze’ the Card should you recover it and wish to continue using it. Your Card may be ‘frozen’ indefinitely and you may ‘unfreeze’ it at any time from within the Ziglu App.

11.3. If you do not wish to ‘freeze’ your Card because you know that a Card is lost, stolen, misappropriated or subject to unauthorised use or that the PIN or any Card related security details are known to an unauthorised person, then you should cancel the Card immediately and report the reason for cancellation (e.g. loss or theft) within the Ziglu App. Where you believe there has been unauthorized use of your Card you should also call Customer Services immediately and ask us to investigate.

11.4. If our investigations reveal that you or your device authorised a disputed Transaction or that you acted fraudulently or that you negligently or with intent breached the terms of this Agreement (for example, by not keeping your Card or PIN safe), you may be liable for any loss we suffer due to use of the Card.

11.5. Once a loss, theft or unauthorised use of your Card is reported, use of the Card shall be blocked by us to avoid further losses.

11.6. Replacement Cards will be sent to your current address which we will ask you to confirm within the Ziglu App.

11.7. Where you have requested more than two replacement cards within an annual rolling period, the Replacement Card will be subject to a fee as detailed within the Fees & Limits Schedule, unless the replacement is required due to a fault with the Card, in which case we may request that you return the faulty Card to us.

11.8. You agree to cooperate with our agents, any supervisory authority, the police and us if your Card is lost, stolen or if we suspect fraudulent use of the Card.

11.9. In the event that you inform us of an unauthorised or incorrectly executed Transaction without undue delay, and in any event no later than 13 months after the debit date, we will refund the amount once we have confirmed it is unauthorized or incorrectly executed unless we have any reason to believe that the incident may have been caused by a breach of this Agreement, through gross negligence or we have reasonable grounds to suspect fraud.

11.10. In the event of a non-executed or defectively executed Transaction, we will make immediate efforts to trace the Transaction and will notify you of the outcome. We will not charge you for such efforts. In the event that we are liable for such Transaction, we will refund the amount, together with the amount of any resulting charges to which you may be subject, without undue delay.

11.11. In the event that a Transaction that was executed within the EEA arrived later than it should have according to the terms of this Agreement, you may request that we contact the receiving payment institution to ask them to treat it as if it was made on time.

11.12. In the event that a Transaction is made which is initiated by a Payee, we will provide a refund of that amount, subject to clause 11.13, only in circumstances where you can prove that:

11.12.1 the exact Transaction amount was not specified when you or your device authorised the payment; and

11.12.2 the amount of the Transaction exceeds the amount that you could have reasonably expected, taking into account your previous spending pattern, the terms of this Agreement and the relevant circumstances of the case.

11.13. The refund referred to in 11.12 will not be provided if:

11.13.1. the amount relates to currency exchange fluctuations; or

11.13.2. you have given your consent to execute the Transaction directly to us; or

11.13.3. information on the Transaction was provided or made available in an agreed manner to you at least 4 weeks prior to the due date of the Transaction; or

11.13.4. you request the refund from us later than 8 weeks from the date on which it was debited.

12. Payment Disputes

12.1 If you dispute a Transaction that you or your device have authorised and which has been processed on your Card, you should settle this with the person you bought the goods or services from; we are not responsible for the quality, safety, legality or any other aspect of goods or services purchased with your Card.

12.2 If your dispute with a Merchant relating to a Transaction cannot be resolved you should contact us at Customer Services, and we will attempt to assist you as far as is reasonably practicable.

12.3 If you have reason to believe that a Transaction was carried out without your consent or in error, you may ask us to investigate the Transaction. If we investigate the Transaction, the disputed amount will be unavailable to spend until our investigation is complete and if we receive information that proves the Transaction was genuine, this will be permanently deducted from your Available Balance and we may charge you an investigation fee. If you do not have sufficient Available Balance, you must repay us the amount immediately on demand.

13. Foreign Exchange

13.1. If you use your Card in a currency other than the currency in which your Card is denominated, the amount deducted from your Available Balance will be the amount of the Transaction converted to your Card currency using a rate set by the Scheme. In order to allow you to compare charges for currency conversion, you can view the real-time percentage difference between the amount that will be charged on your Card for a foreign currency Transaction (consisting of the mark-up applied by the Scheme) and the latest available euro foreign exchange rates issued by the European Central Bank. You can view this information on the App. Exchange rates can fluctuate and they may change between the time a Transaction is made and the time it is deducted from your Account/Available Balance. You agree that any change to the exchange rate may be applied immediately and without notice to you.

13.2. When abroad and you are given the option to pay in local currency or GBP (when withdrawing money from an ATM or paying a vendor), if you do not choose to pay in local currency you may be subject to significant DCC (dynamic currency conversion) fees and a different exchange rate to those referred to above. We encourage you to always choose to pay in local currency to avoid hidden charges.

14. Our Liability

14.1. We shall not be liable for any loss arising:

i. from any default resulting directly or indirectly from any cause beyond our control, including but not limited to, a lack of funds and/or failure of network services at ATMs, maximum withdrawal limits set by ATM operators and failure of data processing systems; ii. from any loss of profits, loss of business, or any indirect, consequential, special or punitive losses; iii. from any use of this Card that is contrary to this Agreement; iv. for goods or services that are purchased with the Card; and v. for any damages due to loss, fraud or theft that you have reported to us 13 months or more after the event.

14.2. We will not be liable to you if your contact details have changed and you have not told us.

14.3. Where the Card is faulty due to our default, our liability shall be limited to replacement of the Card.

14.4. Where sums are incorrectly deducted from your Available Balance due to our default, our liability shall be limited to payment to you of an equivalent amount.

14.5. Nothing in this Agreement shall exclude or limit our liability for death or personal injury resulting from our negligence or fraud.

14.6. To the extent permitted by law, all conditions or warranties implied by law, statute or otherwise are expressly excluded.

14.7. The above exclusions and limitations set out in this paragraph shall apply to any liability of our affiliates such as the Schemes, and other suppliers, contractors, distributors and any of their respective affiliates (if any), to you, which may arise in connection with this Agreement.

15. Complaints

15.1. Should you wish to make a complaint about your Card, you may contact Customer Service by email, in-app chat or telephone to submit details of the complaint.

15.2. Upon our receipt of your complaint, we shall endeavour to respond to you as quickly as possible but in any event we shall acknowledge your complaint within one working day and offer a final response within fifteen (15) business days.

15.3. 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.

15.4. Any offer of resolution made to you will only become binding on us if it is accepted by you. It will not constitute any admission of any wrongdoing or liability in relation to the subject matter of your complaint.

15.5. If, having received a response from our Customer Services team, you are unhappy with the outcome, you can escalate your complaint to TPL’s Complaints Department by writing to [email protected]

15.6. If TPL’s Complaints Department is unable to respond to your complaint immediately, you will receive confirmation that your complaint has been received and a formal investigation will be conducted. You will receive a formal response of their findings within thirty five (35) Business Days of receipt of your complaint.

15.7. We will make every effort to reach a resolution to your complaint and will fully explain the reasoning behind our decision.

15.8. If you complain and we do not resolve your complaint to your satisfaction, you may also be able to refer your complaint to the Financial Ombudsman Service. You can contact them by telephone on 0800 023 4567 or 0300 123 9 123, Monday to Friday – 8am to 8pm, Saturday – 9am to 1pm or email: [email protected]. You can also write to them at Financial Ombudsman Service, Exchange Tower, London E14 9SR. You may also have a right to submit a complaint to the Financial Services Commission at: Payment Services Team, Financial Services Commission, PO Box 940, Suite 3 Ground Floor, Atlantic Suites, Europort Avenue, Gibraltar or email [email protected].

16. General Communication

16.1. Any communication from us to you will be given via notification within your Ziglu App, in-app chat, email and/or text message to your mobile device (using the latest contact details with which you have provided us).

16.2. You may contact us via Customer Service, the details of which are set out in clause 1.

17. Personal Data

17.1. TPL is the Data Controller of your Personal Data associated with the application for and use of this Card and will collect certain information about the purchaser and the users of the Card in order to operate the Card program. Your provision of your Personal Data and our processing of that data is necessary for each of us to carry out our obligations under this Agreement. At times, the processing may be necessary so that we can take certain steps, at your request, prior to entering into this Agreement. If you fail to provide the personal data which we request, we will take steps to terminate this Agreement in accordance with clause 10.1 (ii) (b) above.

17.2. We will manage and protect your personal data in accordance with all applicable data protection laws. For full and comprehensive information about when and why we collect personal information about you, how we use it, the conditions under which we may disclose it and how we keep it secure, please refer to our Privacy Policy which is provided to you at the time we collect your personal data.

18. Changes to the Terms and Conditions

18.1. We may update or amend this Agreement at any time on at least 2 months’ advance notice, which shall be given on the App and by notification within the Ziglu App, by email or text message (using the latest contact details you have provided us with).

18.2. If you do not agree with the changes to the Agreement, you may at any time within the 2-month notice period terminate your Agreement in accordance with condition 11 and can redeem any funds remaining on your Card without incurring a Fee. You will be deemed to have accepted any change to this Agreement unless you notify us before the proposed date of the change.

18.3. If any part of this Agreement is inconsistent with any regulatory requirements then we will not rely on that part but treat it as if it did actually reflect the relevant regulatory requirement. If we need to make operational changes before we can fully comply with the new regulatory requirement, we will make those changes as soon as reasonably practical.

19. Language

19.1. The English language version of this Agreement and of any communications and Ziglu App content will prevail over any other language version which we may issue from time to time.

20. Miscellaneous

20.1. This Agreement is governed by English law and you agree to the non-exclusive jurisdiction of the courts of England and Wales.

20.2. Any delay or failure to exercise any right or remedy under this Agreement by us shall not be construed as a waiver of that right or remedy or preclude its exercise at any subsequent time.

20.3. The Card is a payment service product and not a deposit or credit or banking product and, as such, is not governed by the Deposit Security Scheme of Gibraltar or the Financial Services Compensation Scheme in the UK. However, we will safeguard your funds so that they are protected in accordance with applicable law if we become insolvent.

20.4. If any provision of this Agreement is deemed unenforceable or illegal, the remaining provisions will continue in full force and effect.

20.5. You may not assign or transfer any of your rights and/or benefits under this Agreement and you shall be the sole party to the contract between us. You will remain liable until all Cards issued to you are cancelled or have expired and all sums due under this Agreement have been paid by you in full. We may assign our rights and benefits under this Agreement to a third party and we may subcontract any of our obligations under this Agreement.

Fees and Limits Schedule

• Card Fee: FREE
• Card Activation Fee: FREE

Loading Fees

• Bank transfer/Electronic Funds Transfer: FREE

Transaction Fees and usage

• ATM withdrawal globally (exclusive of ATM operator fees): 2% of withdrawal amount above a FREE rolling monthly withdrawal limit of £250
• Foreign Exchange charge: FREE
• ATM balance enquiry: N/A
• ATM decline: FREE
• PIN Replacement or Change Fee (in-Ziglu App only): FREE

Miscellaneous Fees

• Physical Card replacement fee (where card is lost, stolen, misappropriated, subjected to unauthorised use more than twice in a rolling annual period) including UK delivery: £5
• Physical Card replacement fee (where card is lost, stolen, misappropriated, subjected to unauthorised use more than twice in a rolling annual period) including international delivery: £30

Limits

• Max number of ATM withdrawals allowed (per day): 10
• Max number of ATM withdrawals allowed (per 4 days): 30
• Max value of ATM withdrawals allowed (per day): £500
• Max number of POS transactions allowed (per day): 50
• Max value of POS transactions allowed (per day): £10,000
• Max value of POS transactions allowed (per 4 days): £40,000

ANNEX A: Mobile Wallet Terms and Conditions

This Annex applies to how we facilitate the use of your debit card (Card) when you add or keep a Card in a Mobile Wallet. A Mobile Wallet is any electronic payment system that uses your Card or a mobile record of your Card to allow you to pay for items. It is operated by a provider of Mobile Wallets (Mobile Wallet Provider) and is available on a suitable mobile phone, tablet or other device (Device).

1. Your Debit Card Terms and Conditions Still Apply: The terms and conditions that apply to your Debit Card(s) above still apply when you use your Card in a Mobile Wallet. The Mobile Wallet Provider will also have terms and conditions, policies, including a privacy policy, and obligations that apply to your use of the Mobile Wallet, as will other third parties (for example, mobile network operators). You should make sure that you read these terms and conditions and policies and are satisfied with these.
2. Using your Card in a Mobile Wallet: To add a Card to a Mobile Wallet, you must follow the process set out by the Mobile Wallet Provider (and any other procedures we, or they, may need to adopt). Not all Cards will be eligible to be added to the Mobile Wallet, and the Mobile Wallet Provider may limit the number of Cards that can be used. Once a Card is added, the Mobile Wallet will only allow you to make purchases where the Mobile Wallet is accepted. You may remove your Card(s) from the Mobile Wallet at any time by following the Mobile Wallet Provider’s procedures for removal. We must continue to process any Mobile Wallet transactions on your Card outstanding at the time you remove it from the Mobile Wallet and you must still pay for such transactions.
3. Fees: We do not charge any fees for adding your Card to the Mobile Wallet. The usual fees associated with using your Card will still apply. The Mobile Wallet Provider or other third parties (for example, mobile network operators) may separately charge you fees in relation to your use of the Mobile Wallet or Device and such fees are between you and the Mobile Wallet Provider or relevant third party.
4. Responsibility for the Mobile Wallet working: We do not operate the Mobile Wallet and therefore cannot be responsible for its use or performance. We can only help you with using your Card. We are not responsible for the Mobile Wallet, for example, if it requires updating, becomes unavailable or if you are unable to use it for any Transaction, or if a merchant refuses to accept payment using the Mobile Wallet.
5. Card and Device Security: You must not share any usernames, passcodes or any other information relating to your Card or Device. If you share this information with others, they may be able to access your Mobile Wallet and make purchases with your Card or obtain your personal information. Before you replace or dispose of a Device, you must ensure that all Card information is deleted from that Device. You agree to contact us immediately if any Device on which you have a Card has been lost or stolen, or if you suspect that there has been fraud in relation to your Card, for example if you receive a text message, alert or other such notification to your Device indicating that you have added a Card to a Mobile Wallet and you did not do so, or if you receive a receipt for something you did not purchase. We will not be responsible for any losses you incur except as set out in the remainder of this Agreement, or as may be required by law.
6. Suspending or Cancelling Your Use of a Card: There may be situations where we refuse to allow a Card to be added to a Mobile Wallet, or cancel or suspend use of a Card to make purchases using the Mobile Wallet. We can do this for any reason and at any time, including where you are in breach of the remainder of this Agreement, where your Card is blocked, cancelled or expired, where we suspect fraud, if you have an overdue or negative balance, if directed to do so by the Mobile Wallet Provider or the applicable card network, or where we cannot sufficiently authenticate you or the Card. The Mobile Wallet Provider or a third party may also block, restrict, suspend, or terminate your use of the Mobile Wallet without reference to us, and we cannot be liable if this happens.
7. Your Privacy: We respect the privacy of your personal information. We will at all times comply with our obligations under Data Protection law and the terms of our Privacy Policy, available in the Ziglu App. The Mobile Wallet Provider is separately responsible for how they use and manage any personal information you provide to it.
8. We May Change these Clauses in this Annex: These clauses may change from time to time, and we will notify you as set out in the remainder of this Agreement, after which the continued use of your Card with the Mobile Wallet will mean that you have accepted them. If you do not agree to any updated Conditions, you may remove your Card(s) from the Mobile Wallet following the Mobile Wallet Provider’s procedures for removal.
9. Contact Us: If you have any queries in relation to these clauses, please refer to our Mobile Wallet FAQs available in the Ziglu App. If you have any questions or issues which are not answered by our FAQs, please contact us using the details set out in clause 1 above. If you have questions in relation to the Mobile Wallet, please contact the Mobile Wallet Provider.