Terms & Conditions

Welcome to CFT Foundation (hereinafter referred as “the Company”)!

By using the Company’s products and services, the Client agree to the terms outlined in this agreement, referred to as the “ZDS Agreement” or “Terms and Conditions”.

Please note that these Terms and Conditions may change at the Company’s discretion. The Company might update, revise, or modify these terms, including adding new clauses, without prior notice. These changes will be effective as soon as they are posted on the Company’s website.

It is the Client’s responsibility to check the Company’s website regularly for any updates to these Terms and Conditions. The ongoing use of the Company’s products or services after any changes indicates the Client’s acceptance of the new terms.

Additionally, some services or products may have their own specific rules or guidelines. These will be considered part of the Terms and Conditions when they apply.

1. Parties to This ZDS Agreement

• The Company and Zeal Capital Market (Seychelles) Limited (hereinafter referred to as “ZFX”) entered into a separate agreement under which ZFX will collaborate with the Company in implementing a point scheme programme by providing information on clients’ activities with ZFX.

• The Company reserves the right to accept or reject any client based on legal and regulatory restrictions. An accepted client (hereinafter referred as “the Client”) is defined as one who has successfully passed the Company’s onboarding screening process.

• The Company will provide products and services to the Client as described in these Terms and Conditions.

2. Effect of the Agreement

• This ZDS Agreement takes effect once the Client accepts it online through the Company’s website and receives written confirmation from the Company.

• The Client acknowledges that the submission of an application to open an account with the Company is subject solely to the Company’s approval and acceptance. The Company retains discretion to approve or reject any application without obligation to provide an explanation.

3. The Company’s Obligations

              The Company shall:

1. execute and implement a points per ZDS scheme program that involves converting point into ZDS (hereinafter referred to as “Points” and “Programme”), with more details available in the Programme Overview on the Company’s website.

1. provide ZDS with agreed features specified in the ZDS Overview available on the Company’s website;

1. undertake the exchange between Points and ZDS;

1. undertake the exchange between ZDS and fiat; and

1. safekeeping of ZDS.

4. The Client’s Obligations

• The Client is obligated to warrant their understanding, prior to participation in the Programme, all features of the ZDS, and that the Company retains sole discretion in determining the future features of the Programme and ZDS.

• The Client hereby warrants and agrees that the Company is authorized to obtain activity records from ZFX for the purpose of accumulating Points.

• Discharge the amount specified in Clause 8.

• The Client agrees to furnish any additional documents and/or agreements as reasonably required by the Companyfrom time to time to sustain the business relationship.

• The Client solemnly declares that they have read, understood and accept as an integral part of this ZDS Agreement the following information provided on the Company’s website:

1. Cookie Policy;

1. Privacy Policy;

1. Website Usage Rules, and

1. d) Anti-Money Laundering Policy.

• The Client acknowledges and agrees that participation in ZDS involves certain inherent risks. The Client hereby confirms that it has sought the advice of financial advisors prior to engaging in ZDS and has diligently reviewed all potential risks associated with participation, which may include:

1. Liquidity Risk:

ZDS may not always be readily convertible to cash and is solely subject to the Company’s decision.

1. Regulatory Risk:

Changes in regulatory policies or legal frameworks may impact the legality, issuance, or tradability of ZDS.

1. Operational Risk:

Issues related to the operational processes of converting points to ZDS or managing the digital stocks could impact the Client’s ability to transact effectively.

1. Technology Risk:

Risks associated with technology failures, cyber-attacks, or disruptions that could affect access to or management of ZDS.

1. Currency Risk:

If transactions involve currencies other than the Client’s base currency, fluctuations in exchange rates could impact the value of ZDS.

5. Liability

Except in cases of the Company’s negligence, fraud, or willful default, the Client shall indemnify the Company against any consequential, indirect, incidental, or special losses resulting from this ZDS Agreement. Consequential losses include pure economic loss, loss of profit, loss of business, and potential losses, whether direct or indirect.

6. Termination

• This ZDS Agreement shall be valid until it is terminated by either party by giving a written notice.

• The Company may terminate this ZDS Agreement immediately without notice upon the occurrence of any of the events set out below:

1. the Client fails to comply with any requirement stipulated in this ZDS Agreement;

1. the Client is declared deceased, absent, or become of unsound mind;

1. termination is mandated by any competent regulatory authority or body;

1. if an application is filed in respect to the Client for any action pursuant to any bankruptcy acts or any equivalent act, including those of another country, which are applicable to the Client or if a partnership, to one or more of the partners, or a company, a trustee, administrative receiver, or similar officer is appointed;

1. if a court order is made or a resolution is passed for the Client’s winding-up or administration (other than for the purposes of amalgamation or reconstruction);

1. if any indebtedness of the Client or any of its subsidiaries becomes immediately due and payable, or capable of being declared so due and payable, prior to its stated maturity by reason of the Client’s default (or any of its subsidiaries) or the Client (or any of its subsidiaries) fail to discharge any indebtedness on its due date;

1. if any of the representations or warranties given by the Client are or become untrue; or

1. in cases of material violation by the Client of the requirements established by any legislation.

• Upon termination of this ZDS Agreement, the Client’s account maintained under this ZDS Agreement shall be managed in accordance with Clause 7.

7. Resell or Refund Policy

• If the account of the Client has been suspended due to the violation of the current Terms of Services or due to any other abuse detected by the Client, the resell or refund is not provided under any circumstances.

• Upon termination of this ZDS Agreement, the Client’s account shall be automatically closed, and:

1. any remaining balance of Points in the account shall be deemed forfeited;

1. any remaining balance of ZDS will be refunded by the Company to the Client or their beneficiary.

• The Client may resell the ZDS in accordance with the specifications outlined in the Programme Overview.

8. Charges and Tax

• By participating in ZDS, the Client acknowledges and accepts the buy-sell spread as determined and disclosed by the Company.

• The Client shall be solely responsible for all filings, tax returns, and reports required under this ZDS Agreement to any relevant authority, whether governmental or otherwise, and for the payment of all taxes (including, but not limited to, transfer taxes or value-added taxes) arising out of or in connection with any transaction.

• In the event that the Client wishes to deposit ZDS from their external wallet to the Company’s platform, the Client shall be responsible for any associated gas fees and withdrawal fee.

9. Legal Provisions

• Notwithstanding any other provision of this ZDS Agreement, the Company shall be entitled to take any action deemed necessary to ensure compliance with relevant market rules, practices, and all other applicable laws.

• The Company is authorized to disclose information related to the Client as required by law or when necessary for the proper handling of the Client’s account.

• Under internal policies, the Company will keep Client’s records for at least seven (7) years after termination of this ZDS Agreement.

• Should any part of this ZDS Agreement be held by any court of competent jurisdiction to be unenforceable, illegal, or contradict any rule, that part will be deemed to have been excluded from this ZDS Agreement from the beginning. This ZDS Agreement will be interpreted and enforced as though the provision had never been included and the legality or enforceability of the remaining provisions of the ZDS Agreement or the legality, validity or enforceability of this provision in accordance with the law and/or regulation of any other jurisdiction, shall not be affected.

10. Assignment

• The Company may at any time transfer, assign, or replace any rights, benefits or obligations under this ZDS Agreement subject to providing notification to the Client.

• The Client’s rights and obligations under this ZDS Agreement are personal and may not be assigned or transferred, except by adhering to proper procedures.

11. Complaints

• Depending on the nature of the complaints or enquiries, issues may be addressed within five (5) days of the incident to the Company through the ‘Contact Us’ section available on their respective websites.

• Any complaint must made in English and in writing, and include:

1. a) Client’s full name;

1. b) Client’s username;

1. c) Email and telephone number;

1. d) Clear description of the complaint; and

1. e) Supporting evidence to the complaint in question (i.e. screenshots).

12. Force Majeure

• Except as expressly provided in this ZDS Agreement, the Company shall not be liable or responsible for any type of loss or damage arising from any failure, interruption, or delay in performing any obligations under this ZDS Agreement, where such failure, interruption, or delay is due to, including but not limited to, the following:

1. government actions, the outbreak of war or hostilities, the threat of war, acts of terrorism, national emergency, riot, civil disturbance, sabotage, requisition, or any other international calamity or political crisis;

1. Act of God, earthquake, hurricane, typhoon, flood, fire, epidemic or other natural disaster;

1. suspension of trading on a market, or the fixing of minimum or maximum prices for trading on a market, a regulatory ban on the activities of any party, decisions of state authorities, governing bodies of self-regulating organizations, decisions of governing bodies of organized trading platforms;

1. a financial services moratorium having been declared by appropriate regulatory authorities or any other acts or regulations of any regulatory, governmental, or supranational body or authority;

1. breakdown, failure or malfunction of any electronic equipment, network and communication lines, hacker attacks and other illegal actions against the server and online system; or

1. any event, act or circumstances not reasonably within control and the effect of that event(s) is such that we are not in a position to take any reasonable action to cure the default.

• In the event of a force majeure, the affected party must notify the other parties of the circumstances and of the events beyond its reasonable control within three (3) business days.

13. Dispute Resolution

In the event of any breach, dispute, controversy, or claim arising out of or relating to this ZDS Agreement (henceforth collectively known as “the Dispute”), the Client shall notify the Company in writing as detailed in Clause 11 and shall allow the Company fourteen (14) business days to resolve the dispute.

14. Applicable Governing Law and Jurisdiction

If the Company fails to resolve the dispute within the stipulated timeframe in Clause 13, the Dispute shall be resolved exclusively through arbitration in Panama.

15. Language

English shall be the primary language governing this Agreement and all notices provided under it. Any translations of this Agreement or related documents into other languages are provided for convenience only. In the event of any inconsistency or discrepancy between the English version and any translated version, the English version shall prevail and be the definitive reference.