TERMS AND CONDITIONS
By accessing or using any of our Services, you fully agree to these Terms and Conditions and accept all provisions set out in the Contract.
1. DEFINITIONS AND INTERPRETATIONS
1.1 In these Terms and Conditions, the following words have the following meanings:
“Zeux” means Zeux HK Limited (company incorporation number 3273477 with a license 24-04-03215 issued by HK Customs & Excise Department) whose registered office is at Unit 11A 11/F, Harbour Commercial Building, 122 Connaught Road Central, Sheung Wan, Hong Kong
“Business Day” means 8 am to 8 pm Hong Kong time which is not Saturday, Sunday and official public holidays in SAR Hong Kong
“Commencement Date” means the date notified by Zeux to the Customer on which the Service becomes operational and available for use.
“Confidential Information” means all non-public information disclosed by one party (the "Disclosing Party") to the other (the "Receiving Party"), in any form, which relates to the Disclosing Party's business, including, but not limited to:
a) business operations, strategic plans, and market opportunities.
b) customer lists, supplier details, and other business relationships.
c) technical know-how, trade secrets, designs, production processes, and technology.
d) business methods, financial information, and pricing.
e) databases, software code, and algorithms.
This includes information that is designated as confidential at the time of disclosure, or that a reasonable person would, under the circumstances, recognize as being confidential based on its nature or the context of its disclosure.
“Contract” means the collective agreement between the parties, comprising: (i) these Terms and Conditions; (ii), (ii) the Customer Specification (if any); (iii) the Special Schedule of Fees (if any); and (iv) any other documents expressly incorporated by reference in any of the foregoing.
“Customer” means the entity identified as the customer in the Contract
“Force Majeure Event” means any event or circumstance:
a) beyond the reasonable control of the affected party
b) which the affected party could not have avoided or overcome through the exercise of reasonable diligence; and
c) which is not attributable to a failure by the affected party to perform its obligations under this Contract
Such events may include, but are not limited to: war, terrorism, civil unrest, sanctions, embargoes, government acts or orders, epidemics, national emergencies, strikes or other labour disputes (other than those primarily involving the affected party's own employees), and failures of public utilities or telecommunications networks.
“Platform” means the proprietary online software and interfaces, including any updates or modifications, owned and operated by Zeux, which the Customer may access and use to manage its account and the Services.
“Service” means each of the services to be provided by Zeux to the Customer as detailed in the Customer Specification and any other applicable Schedules that form part of the Contract.
2. GENERAL
2.1 These Terms and Conditions, together with the Special Schedule of Fees, and any other schedules or documents referenced therein, form a single, comprehensive legal contract (the "Contract") that governs the relationship between Zeux and the Customer regarding the provision of the Services.
2.2 By accessing or using any Service, the Customer confirms that it is a legal entity (and not an individual consumer) and fully agrees to be bound by all provisions of the Contract.
3. PROVISION AND USE OF SERVICES
3.1 Zeux shall provide, and the Customer may use the Services. The Services include, but are not limited to:
a) Customer onboarding, verification, and business account opening;
b) Ongoing account maintenance and support;
c) Processing of inbound and outbound payments;
d) Currency exchange services; and
e) Account closure.
3.2 The Customer shall complete the onboarding process through Zeux's online banking platform, which includes providing all required information and documentation for identity verification, due diligence, and compliance checks in a timely and accurate manner.
3.3 The individual accepting this Contract represents and warrants that they have full legal authority to bind the Customer (the Business) to this Contract. The Business accepts the terms of this Agreement through this act of acceptance by its authorised representative. Zeux may, at any time, request documentation satisfactory to it to prove such authority (e.g., a board resolution, power of attorney, or company registry extract). Failure to provide proof of authority acceptable to Zeux may result in the suspension or closure of the account and denial of access to the Services, without liability to Zeux.
3.4 The Customer may authorise one or more individuals to access, use, or operate its account and Services on its behalf (each, an "Authorised User"). The Customer acknowledges that Zeux is entitled to act upon the instructions of any Authorised User as if they were the Customer. The Customer will be legally bound by any action taken by an Authorised User, even if such action exceeds the scope of the authority granted to them by the Customer. Zeux is under no obligation to verify the scope of an Authorised User's authority and shall not be liable for any loss arising from its reliance on the instructions of an Authorised User. Zeux may disclose information about the Customer's account or profile to its Authorised Users and shall not be responsible for any use or misuse of that information by an Authorised User. The Customer remains fully responsible for all obligations under this Contract, including the obligation to notify Zeux immediately of any suspected unauthorised access or transaction, notwithstanding the delegation of access to an Authorised User.
3.5 Zeux shall provide the Services in compliance with the laws of the Hong Kong Special Administrative Region and the specific regulatory requirements applicable to a licensed Money Service Operator. This includes, but is not limited to, adherence to:
• The Anti-Money Laundering and Counter-Terrorist Financing Ordinance (Cap. 615) ("AMLO");
• The Organized and Serious Crimes Ordinance (Cap. 455);
• The Drug Trafficking (Recovery of Proceeds) Ordinance (Cap. 405);
• The United Nations (Anti-Terrorism Measures) Ordinance (Cap. 575);
• The Guidelines for Anti-Money Laundering and Counter-Financing of Terrorism issued by the C&ED; and
• All directives, guidelines, and reporting obligations issued by the Hong Kong Joint Financial Intelligence Unit (JFIU).
3.6 Zeux's compliance program, as a matter of global best practice and risk management, includes monitoring and adhering to the most significant international sanctions lists. These include, but are not limited to, sanctions lists issued by:
• The Office of Foreign Assets Control (OFAC) of the United States;
• The United Nations Security Council; and
• The European Union.
3.7 The Customer warrants that it, its beneficial owners, its Authorised Users, and its transactions are not, and shall not be, in violation of the laws and regulations listed in clause 3.5(a) or any applicable sanctions regimes.
3.8 Zeux will provide the Customer with secure access to the Zeux Platform to manage its account and the Services. The Customer is responsible for ensuring the confidentiality of its login credentials and for all activities that occur under its account. The Customer must notify Zeux immediately of any unauthorized use of its account or any other security breach. Zeux reserves the right to suspend or terminate the Customer's access to the Platform at any time if it reasonably suspects a security compromise or breach of this Agreemen
3.9 Zeux reserves the right, at its sole discretion and without liability, to suspend, reject, or terminate any transaction or the entire Service, or to block an account, if it suspects a breach of this clause 3.5, or to comply with any legal, regulatory, or sanctions obligation. The Customer acknowledges that Zeux may be prohibited from disclosing the specific reason for such actions.
3.10 Zeux reserves the right, and may be legally obliged, to suspend, block, or freeze the Customer's account, any specific transaction, and any funds held therein (a "Compliance Hold") with immediate effect and without prior notice in the following circumstances:
a) If Zeux receives a request, directive, order, or levy from a regulatory authority, law enforcement agency, or a competent court in any relevant jurisdiction; or
b) If Zeux's bank correspondents or other vital financial partners (e.g., clearing houses) require such action as a condition for maintaining Zeux's own banking facilities or for their compliance purposes.
3.11 During a Compliance Hold, the Customer's access to the account and Services may be restricted, and the affected funds will be unavailable for withdrawal, transfer, or any other use.
3.12 Zeux shall not be liable for any loss or damage (including but not limited to loss of profit, opportunity, or goodwill) the Customer may suffer as a result of a Compliance Hold.
3.13 Zeux will inform the Customer of a Compliance Hold and the general reason for it as soon as practicable, unless it is legally prohibited from doing so (e.g., under a gagging order from law enforcement).
3.14 The Compliance Hold will remain in effect for as long as reasonably required to complete the necessary audit, investigation, or legal process, or until the relevant third party (regulator or correspondent bank) confirms the hold can be lifted. The Customer agrees to cooperate fully with any such investigation or audit.

4. CHARGES AND PAYMENT
4.1 The Charges are fees for the provision of the financial Services outlined in Clause 3.1. Access to and use of the Zeux Platform for the purpose of managing these Services is provided inclusive of these Charges, unless otherwise stated in the Special Schedule of Fees.
4.2 The Charges levied by Zeux are exclusive of any fees, taxes, levies, or duties imposed by any third party, including but not limited to API Partners, the Customer's bank, a recipient's bank, or any other intermediary financial institution. The Customer is solely responsible for all such third-party costs.
4.3 Any reference to an exchange rate in this Contract means the final rate for the relevant currency pair offered by Zeux at the applicable time. This rate is provided for the Customer's acceptance prior to the execution of any currency conversion, and the transaction will only proceed upon the Customer's confirmation.
4.4 The Customer must ensure that sufficient cleared funds are available in the account to cover the full amount of a currency conversion order and any associated fees. Zeux will not process a currency conversion order until it has received the full amount of the funds and any specified fees from the Customer.
4.5 The Customer expressly authorises Zeux to deduct all applicable fees, charges, Reversal amounts, and any other amounts owed to Zeux under this Contract directly from the Customer's account balance.
4.6 If the Customer's account balance is insufficient to cover the amounts due (including but not limited to unpaid fees, charges, transaction costs, losses incurred by Zeux due to the Customer, reversal amounts, chargebacks, monthly payments etc.), Zeux may, at its sole discretion:
a) Refuse to execute any pending or future transactions, including any currency conversion orders
b) Suspend the provision of Services; and/or
c) Deduct the outstanding amounts from any subsequent funds received into the Customer's account. If the currencies differ, Zeux is authorised to perform any necessary currency conversions at its prevailing exchange rate to effect the set-off.
Zeux reserves the right to refuse any transaction or currency conversion order at its sole discretion, including but not limited to situations involving incorrect recipient information, insufficient funds, or where Zeux reasonably believes the transaction violates this Contract, such as attempts to engage in prohibited currency or speculative trading.
4.7 Failure to settle any undisputed amount promptly may result in the full suspension of Services or termination of this Contract in accordance with Clause 6.

5. RESPONSIBILITIES OF THE PARTIES
5.1 Zeux shall:
a) Provide the Services with reasonable skill and care, in accordance with prevailing industry standards and the terms of this Contract.
b) Maintain its Money Service Operator license in good standing with the Hong Kong Customs and Excise Department.
c) Implement and maintain reasonable security measures designed to protect the Customer's data and account from unauthorized access.
5.2 The Customer shall:
a) Provide complete, accurate, and up-to-date information and cooperate fully with all compliance, due diligence, and 'Know Your Customer' (KYC) requests in a timely manner.
b) Ensure that all instructions given to Zeux are lawful, accurate, and provided by an Authorised User.
c) Inform Zeux immediately of any known or suspected security breach, unauthorized access, or any transaction it believes to be incorrect or unauthorized.
d) Be solely responsible for the accuracy and legality of all payment instructions and for ensuring sufficient funds are available in the account for all transactions and fees.
e) Regularly check its account statements and transaction history and notify Zeux of any discrepancies within 30 days of the transaction date.
f) The Customer must immediately notify Zeux in writing of any change in its beneficial owners, directors, or legal structure. The Customer must also immediately notify Zeux if it, its beneficial owners, or its Authorised Users become subject to any sanctions, restrictive measures, or enforcement actions by any governmental or international authority.
5.3 Liability of the Parties.
5.3.1 Zeux is not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if it was an obvious consequence of our breach or if it was contemplated by both parties at the time the Contract was made.
5.3.2 To the fullest extent permitted by law, Zeux will have no liability to the Customer for any indirect, special, or consequential losses, including but not limited to loss of profit, loss of business, business interruption, or loss of business opportunity.
5.4 The Customer agrees to defend, indemnify, and hold Zeux, its affiliates, and their respective officers, directors, and employees harmless from and against any and all claims, costs, damages, losses, liabilities, and expenses (including reasonable legal fees) arising out of or in connection with: (i) the Customer's or an Authorised User's breach of this Contract; (ii) any violation of applicable laws or regulations; or (iii) the Customer's or an Authorised User's use of the Services. This obligation shall continue after the termination of this Contract.
5.5 If the Customer owes any amount to Zeux, Zeux is authorized to immediately deduct such amount from the Customer's account balance. If the balance is insufficient, the Customer agrees to repay the outstanding amount immediately on demand. Zeux reserves the right to collect any debt through other means, including by engaging debt collection agencies, and to recover all reasonable costs incurred in such collection, including legal fees.

6. TERM AND TERMINATION
6.1 This Contract shall commence on the Commencement Date and shall continue until terminated in accordance with this Clause 6.
6.2 The Customer may terminate this Contract and request account closure at any time by submitting a request through the Zeux platform or by contacting customer support. Zeux may terminate this Contract for any reason by providing the Customer with 30 days' written notice.
6.3 Zeux may, with immediate effect and by providing written notice (where practicable), suspend the provision of any or all Services, terminate this Contract, or block the Customer's account, if:
a) The Customer fails to pay any undisputed sum due under this Contract;
b) Zeux reasonably suspects fraudulent, unlawful, or unauthorized activity by the Customer, its employees, or its Authorised Users;
c) The Customer is in material or persistent breach of its compliance, acceptable use, or other material obligations under this Contract, including Clauses 3.3, 3.5, and 3.6;
d) The Customer becomes insolvent, is subject to winding-up or dissolution procedures, or ceases to trade;
e) Zeux is required to do so by law, a regulatory body (including the Hong Kong Customs and Excise Department), or a competent court, including to comply with sanctions or anti-money laundering obligations;
f) The Customer provides false, inaccurate, or misleading information, or fails to provide information reasonably requested for compliance purposes; or
g) Zeux reasonably believes that continued provision of Services poses an unacceptable legal, regulatory, or reputational risk.
6.4 Zeux may change this Contract at any time by posting a revised version on its Website. The revised version will be effective at the time of posting. Where appropriate, Zeux may provide additional notice of material changes by email or via the App.
6.5 If the Customer does not agree to the revised terms, they may terminate this Contract immediately by closing their account and ceasing use of the Services prior to the effective date of the changes. Continued use of the Services after the effective date constitutes acceptance of the revised Contract.
6.6 Notwithstanding section 6.4, changes to this Contract which are (1) more favourable to the Customer; (2) required by law; (3) related to the addition of a new service or extra functionality; or (4) changes which neither reduce the Customer's rights nor increase its responsibilities, will be effective immediately without prior notice. Changes to exchange rates and fees shall also come into effect immediately without notice, and the Customer shall not have the right to object to such changes.
6.7 Upon termination of this Contract for any reason:
a) All rights and licenses granted to the Customer shall immediately cease
b) The Customer must cease all use of the Services and the Zeux platform
c) Any monies owed by the Customer to Zeux, including any applicable account closure fee as specified in the Special Schedule of Fees, shall become immediately due and payable. Zeux is authorised to deduct these final amounts, including any costs associated with returning funds, from the Customer's account balance.
d) Subject to applicable law and compliance with our ongoing regulatory obligations (including anti-money laundering and record-keeping rules), upon the Customer's valid instruction, Zeux will return any remaining funds to a verified bank account in the Customer's name. Zeux may require satisfactory proof of identity and authority before processing any final remittance
e) Clauses which by their nature are intended to survive termination, including but not limited to Liability, Indemnity, Confidentiality, Intellectual Property, and Governing Law, shall continue in force.
6.8 If the Customer initiates the closure of its account, an account closure fee shall be payable as set out in the Special Schedule of Fees. This fee will be deducted from the Customer's account balance prior to the final remittance of any remaining funds.
6.9 If the Customer has any complaints about Zeux or the Services, they may contact us by email at info@zeux-pay.com. A comprehensive complaints handling procedure is available upon request.

7. CONFIDENTIALITY
7.1 Each party shall, during the term of this Contract and for a period of 3 years after its termination, keep confidential all Confidential Information of the other party and shall not use or disclose it except as necessary to perform its obligations under this Contract or as required by law or by a regulatory body with jurisdiction over the party.
7.2. The obligations of confidentiality shall not apply to information that is or becomes publicly known through no fault of the Receiving Party.

8. FINAL TERMS
8.1 The Services and the Platform are provided on an "As Is" and "As Available" basis. To the fullest extent permitted by law, Zeux disclaims all warranties, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement."
8.2 This Contract constitutes the entire agreement between the parties and supersedes all prior discussions and agreements.
8.3 This Contract shall be governed by and construed in accordance with the laws of the Hong Kong Special Administrative Region. The parties irrevocably submit to the exclusive jurisdiction of the courts of Hong Kong.
8.4 If any part of this Contract is found to be invalid or unenforceable, the remainder will continue in full force and effect.
8.5 Any notice given under this Contract shall be in writing and sent to the registered address or email address specified in the Customer Specification.
8.6 Nothing in this Contract is intended to create a partnership or joint venture between the parties.