Legal & Regulatory Center

Purpose

These Terms and Conditions govern access to and use of the Zexca platform, website, applications, investment-related services, accounts, technology infrastructure and related services.

Required Content

The Terms shall establish:

• eligibility requirements
• account registration
• identity verification
• KYC and AML requirements
• permitted and prohibited uses
• investment-related services
• user responsibilities
• account security
• fees and charges
• withdrawals and transfers
• platform availability
• third-party services
• intellectual property
• confidentiality
• privacy
• liability limitations
• force majeure
• suspension and termination
• regulatory compliance
• governing law
• dispute resolution
• electronic communications
• amendments to the Terms

Core Provision

Zexca does not guarantee investment returns, profits, income, appreciation, capital preservation or any particular investment outcome. All investments are subject to risk, including the possible loss of some or all invested capital.

The Client Agreement establishes the contractual relationship between Zexca and each eligible client. It shall define:

• the relationship between Zexca and the client
• services available to the client
• client obligations
• Zexca’s authority and responsibilities
• investment instructions
• communications
• account records
• fees
• client classification
• applicable disclosures
• conflicts of interest
• custody arrangements
• termination rights

The agreement shall expressly state that any investment service is provided only within the scope permitted by applicable law and the specific service agreement entered into with the client.

Where Zexca provides discretionary or delegated investment management, a separate Investment Management Agreement shall govern the relationship.

3.1 Appointment

The client appoints Zexca to provide the investment management services described in the agreement, subject to applicable law and agreed investment parameters.

3.2 Investment Mandate

The agreement shall identify:

• investment objective
• permitted asset classes
• geographic exposure
• risk parameters
• liquidity requirements
• leverage limitations
• diversification requirements
• investment restrictions

3.3 Discretion

Where applicable, Zexca may make investment decisions within the agreed mandate without obtaining prior approval for each individual transaction.

3.4 Risk

The client acknowledges that investment management involves risk and that neither Zexca nor its personnel guarantee performance.

3.5 Fees

The agreement shall specify:

• management fees
• performance fees
• administration fees
• transaction costs
• custody costs
• applicable taxes
• third-party expenses

3.6 Termination

The agreement shall define the circumstances and procedures under which either party may terminate the relationship.

The Investment Agreement shall establish the legal terms governing a client’s participation in a particular investment strategy, investment program, portfolio or fund structure. It shall contain:

• investment amount
• investment objective
• investment strategy
• applicable investment period
• risk disclosures
• fees
• valuation methodology
• subscription mechanics
• redemption mechanics
• distributions
• liquidity limitations
• applicable restrictions
• termination provisions

No provision shall be interpreted as a guarantee of return or principal.

The Subscription Agreement shall govern the process through which an eligible investor subscribes for an investment, interest, unit, participation or other eligible investment product.

Required Information

The investor shall provide:

• legal name
• residential or business address
• nationality or jurisdiction
• identification information
• beneficial ownership information
• source of funds
• source of wealth where required
• tax residency
• investment amount
• banking and payment information
• required declarations

Subscription shall remain subject to successful completion of applicable compliance procedures. Zexca may reject or delay a subscription where required by law, compliance requirements, risk controls or operational considerations.

This document shall explain:

• how redemption requests are submitted
• minimum notice periods
• settlement periods
• applicable fees
• minimum redemption amounts
• liquidity limitations
• lock-up periods
• suspension rights
• extraordinary market conditions
• regulatory restrictions
• sanctions-related restrictions
• valuation timing

Important Disclosure

A redemption request does not necessarily create an immediate right to receive funds.

Processing may be delayed where required by:

• settlement procedures
• market closures
• liquidity restrictions
• compliance reviews
• legal requirements
• extraordinary market conditions
• operational disruption

The Investment Policy shall establish the principles governing investment decisions. Zexca shall operate within defined:

• risk parameters
• investment objectives
• portfolio constraints
• diversification principles
• liquidity requirements
• compliance restrictions
• valuation procedures

Investment decisions shall be subject to the applicable mandate and regulatory framework.

The platform shall provide a clear description of each investment strategy. Each strategy should disclose:

• investment objective
• target market
• permitted assets
• expected holding period
• risk profile
• liquidity characteristics
• leverage exposure
• geographic exposure
• currency exposure
• benchmark where applicable
• principal risks

No strategy description shall imply certainty of performance.

The Subscription Policy shall explain:

• account eligibility
• application
• KYC approval
• source-of-funds verification
• subscription amount
• payment instructions
• acceptance
• allocation
• settlement
• rejection or cancellation

Zexca may refuse subscriptions where acceptance would conflict with applicable law, sanctions requirements, internal risk controls or regulatory obligations.

The Redemption Policy shall establish:

• redemption request procedures
• applicable notice periods
• valuation date
• redemption price calculation
• settlement timing
• minimum redemption amount
• applicable charges
• exceptional circumstances
• suspension mechanisms

Where applicable, a lock-up period shall specify:

• commencement date
• duration
• applicable investments
• permitted exceptions
• early redemption conditions
• applicable fees or adjustments

The existence of a lock-up period shall be prominently disclosed before investment.

Where legally and operationally applicable, Zexca may establish mechanisms limiting the amount that may be redeemed during a particular dealing period. The policy shall explain:

• trigger conditions
• applicable limits
• allocation methodology
• treatment of outstanding requests
• communication procedures
• resumption procedures

Redemptions may be suspended or delayed where permitted by applicable law and the relevant investment documents, including circumstances involving:

• severe market disruption
• inability to value assets reliably
• material liquidity shortages
• operational disruption
• legal restrictions
• regulatory intervention
• force majeure

Any suspension shall be handled according to the governing documents and applicable law.

The policy shall state:

• minimum initial investment
• minimum additional investment
• minimum redemption
• account minimums
• exceptions
• eligibility requirements

Where NAV or comparable valuation methodology is applicable, the policy shall explain:

• valuation frequency
• valuation date
• pricing sources
• treatment of illiquid assets
• foreign exchange conversion
• accrued fees
• liabilities
• valuation adjustments
• valuation errors
• correction procedures

This document shall be presented before or during onboarding where appropriate.

General Risk

Investing involves the risk of loss. The value of investments may rise or fall, and investors may lose part or all of their invested capital.

Market Risk

Investment values may decline because of movements in financial markets.

Liquidity Risk

Certain investments may not be capable of being sold or redeemed immediately or at the desired price.

Volatility Risk

Markets may experience significant and unexpected price movements.

Leverage Risk

Leverage may magnify both gains and losses.

Counterparty Risk

A counterparty may fail to meet its contractual obligations.

Currency Risk

Investments denominated in currencies other than the investor’s reference currency may be affected by exchange-rate movements.

Regulatory Risk

Changes in laws, regulations, taxation or regulatory policy may affect investments.

Technology Risk

Technology failures, cyber incidents or infrastructure disruption may affect access, execution, settlement or reporting.

Geopolitical Risk

Political instability, sanctions, war, trade restrictions or other geopolitical events may affect markets and investments.

Past performance is not a guarantee of future performance.

Where Zexca operates or manages a fund structure, the Fund Risk Disclosure shall explain:

• investment strategy
• asset concentration
• liquidity
• leverage
• valuation
• counterparty exposure
• custody
• derivatives
• borrowing
• operational risks
• regulatory risks
• redemption restrictions
• suspension mechanisms

Investors must understand that the fund structure does not eliminate investment risk.

Performance information shall be presented fairly and shall distinguish between:

• historical performance
• hypothetical performance
• benchmark performance
• net performance
• gross performance
• realized results
• unrealized results

Historical performance shall not be presented as an indication or promise of future performance.

Where performance figures are presented, applicable methodology, calculation period and relevant assumptions should be disclosed.

Capital invested through Zexca may be exposed to market and investment losses. Unless expressly stated otherwise in a legally binding agreement, Zexca does not guarantee:

• preservation of capital
• minimum returns
• fixed profits
• minimum account value
• protection against market losses

Clients shall be informed that liquidity may vary depending on:

• asset class
• market conditions
• trading volume
• counterparty availability
• settlement infrastructure
• market closures
• regulatory intervention

During periods of exceptional market stress, liquidity may materially decrease.

Where leverage or derivatives are offered, the disclosure shall explain:

• leverage mechanics
• margin requirements
• liquidation risk
• collateral requirements
• volatility amplification
• counterparty risk
• gap risk
• potential losses exceeding expected amounts where legally possible

Clients shall be required to acknowledge the relevant risks before accessing applicable services.

Clients shall be informed that execution prices may differ from displayed, expected or requested prices due to:

• market volatility
• liquidity
• order size
• execution latency
• market movement

Where algorithmic strategies are available, clients shall be informed that algorithms may experience:

• execution errors
• latency
• abnormal market behavior
• technical failures
• model limitations
• unexpected market conditions

Unless expressly stated otherwise, information presented through Zexca does not constitute individualized investment, legal or tax advice.

Clients should assess whether an investment is appropriate for their own circumstances.

Zexca does not guarantee:

• profits
• returns
• income
• appreciation
• minimum performance
• capital preservation
• future investment results

Any projection, target, scenario or estimate is not a guarantee of actual performance.

Zexca does not guarantee that an investment can be redeemed, sold or transferred at any particular time or price unless expressly provided by applicable contractual terms.

Third-party providers may experience:

• operational failures
• insolvency
• cyber incidents
• delays
• errors
• regulatory restrictions

Such events may affect services or investment operations.

Where a statutory compensation or investor-protection scheme applies, the applicable scheme, eligibility requirements and limitations shall be clearly identified.

If no such protection applies, the website shall state this clearly rather than creating an implied expectation of protection.

The public fee schedule shall clearly identify all applicable fees.

Possible Categories

• management fee
• performance fee
• subscription fee
• redemption fee
• administration fee
• custody fee
• transaction costs
• conversion costs
• banking fees
• third-party costs
• applicable taxes

No material fee shall be presented in a misleading manner.

The policy shall specify:

• fee rate
• calculation methodology
• accrual period
• payment frequency
• applicable asset base
• treatment upon termination

Where applicable, the policy shall explain:

• performance measurement
• calculation period
• benchmark
• high-water mark where applicable
• crystallization
• loss recovery
• treatment of withdrawals
• treatment of new subscriptions

Where Zexca executes orders, the policy shall explain:

• order receipt
• order processing
• execution venues
• price
• costs
• speed
• likelihood of execution
• settlement
• applicable execution factors

Where legally applicable, Zexca shall maintain procedures designed to obtain the best possible result for clients considering relevant execution factors. The policy shall address:

• price
• costs
• speed
• likelihood of execution
• size
• nature of the order
• execution venue

The policy shall establish fair and consistent procedures for allocating investment opportunities and executed transactions among eligible clients or portfolios.

Allocations shall not be structured to unfairly favor one client over another.

Where the same investment opportunity is available to multiple clients, allocation procedures shall be designed to ensure fair treatment. The policy shall cover:

• allocation methodology
• portfolio suitability
• proportional allocation
• oversubscription
• conflicts
• record keeping

Where APIs or automated trading services are available, users shall comply with applicable:

• API limits
• authentication requirements
• trading restrictions
• system requirements
• market conduct rules

Automated systems remain subject to market and technology risks.

The Client Asset Policy shall explain how client assets are treated and protected under the applicable legal structure. It should address:

• ownership
• segregation
• custody
• record keeping
• reconciliation
• permitted use
• third-party custody
• insolvency considerations

Where applicable, client assets shall be maintained separately from Zexca’s own operational assets in accordance with applicable legal and regulatory requirements.

The policy shall explain the applicable segregation framework and exceptions.

The Custody Policy shall identify:

• custodians where disclosure is required
• custody arrangements
• asset types
• settlement procedures
• reconciliation
• custody risks
• third-party risk
• applicable client protections

Where Zexca or an affiliated regulated entity holds client money, the policy shall explain:

• how client money is handled
• segregation requirements
• permitted accounts
• reconciliation
• payment procedures
• third-party banking arrangements

Zexca shall maintain procedures designed to prevent its services from being used for:

• money laundering
• terrorist financing
• sanctions evasion
• fraud
• other financial crime

The policy shall cover:

• customer due diligence
• risk assessment
• monitoring
• enhanced due diligence
• suspicious activity escalation
• record keeping

The KYC process may require:

• government-issued identification
• proof of address
• corporate documentation
• beneficial ownership information
• tax information
• source-of-funds information
• source-of-wealth information where applicable

Failure to provide required information may result in rejection, suspension or restriction.

Zexca may require evidence demonstrating the legitimate origin of funds used for investment. Examples may include:

• bank statements
• employment income
• business income
• investment proceeds
• sale proceeds
• inheritance
• other lawful sources

Where required by risk classification or applicable law, Zexca may request information regarding the origin of the client’s overall wealth.

Corporate, trust, partnership or other structures shall be required to disclose relevant beneficial owners where required.

Zexca may refuse onboarding where beneficial ownership cannot be satisfactorily established.

Zexca shall maintain controls designed to comply with applicable sanctions requirements. The policy shall address:

• sanctions screening
• restricted persons
• restricted jurisdictions
• transaction screening
• account restrictions
• escalation
• regulatory reporting where required

Politically exposed persons and related persons may be subject to enhanced due diligence where required. Enhanced review may include:

• source of wealth
• source of funds
• senior approval
• ongoing monitoring

Transactions may be monitored for unusual or suspicious activity in accordance with applicable legal requirements. Monitoring may consider:

• transaction patterns
• unusual deposits
• unusual withdrawals
• rapid movement of funds
• inconsistent account activity
• geographic risk

Clients remain responsible for determining and satisfying their own tax obligations arising from investments.

Zexca does not provide tax advice unless expressly authorized to do so.

Where applicable, Zexca shall collect and report information required under applicable FATCA obligations. The policy shall address:

• tax residency
• U.S. status
• required forms
• reporting
• withholding where applicable

Where applicable, Zexca shall comply with applicable Common Reporting Standard requirements. Clients may be required to provide:

• tax residency
• tax identification number
• jurisdictional information

Zexca prohibits conduct designed to manipulate or improperly influence financial markets. Prohibited conduct may include:

• market manipulation
• insider dealing
• misleading transactions
• artificial pricing
• unauthorized disclosure of inside information

Persons possessing material non-public information may be prohibited from trading relevant instruments or disclosing such information improperly.

Employees, contractors and relevant persons shall be expected to conduct themselves with integrity, fairness and professionalism.

Clients are responsible for obtaining independent tax advice where appropriate and complying with tax obligations arising from their investments.

Zexca shall identify, manage and, where required, disclose conflicts that may arise between:

• Zexca and clients
• employees and clients
• different clients
• affiliated entities
• service providers
• related parties

Potential conflicts shall be managed through appropriate governance, controls, disclosure and escalation procedures.

Transactions involving affiliates, directors, employees, related entities or other connected parties shall be subject to appropriate review and controls.

Transactions shall be conducted fairly and in accordance with applicable requirements.

Employees and relevant persons may be subject to restrictions concerning personal investment activities. The policy shall address:

• pre-approval
• restricted instruments
• confidential information
• prohibited transactions
• record keeping
• reporting

Zexca shall disclose and control benefits, commissions, rebates, arrangements or other incentives where required by applicable law.

Where critical functions are outsourced, Zexca shall maintain appropriate oversight of relevant providers. The policy shall address:

• provider selection
• due diligence
• contractual controls
• monitoring
• access
• continuity
• exit planning

The platform may use external providers for:

• banking
• payments
• custody
• identity verification
• technology
• cloud infrastructure
• market data
• legal and compliance services

Relevant third-party relationships shall be governed by appropriate agreements.

The Privacy Policy shall explain:

• data collected
• purpose of processing
• legal basis
• data sharing
• service providers
• international transfers
• retention
• security
• user rights
• contact procedures

Zexca shall maintain appropriate organizational and technical measures designed to protect personal data against:

• unauthorized access
• loss
• destruction
• alteration
• disclosure

Where GDPR applies, the relevant notice shall explain:

• controller identity
• legal basis
• data subject rights
• access
• correction
• deletion
• restriction
• portability
• objection
• automated decision-making where applicable
• supervisory authority rights

The Cookie Policy shall explain:

• essential cookies
• analytics
• preferences
• security
• marketing cookies where applicable
• cookie management

Records shall be retained for periods required by applicable law, regulation, contractual obligations and legitimate business requirements.

Zexca shall maintain security measures designed to protect:

• accounts
• credentials
• financial information
• personal information
• transaction data
• infrastructure

Clients are responsible for maintaining appropriate account security and protecting credentials.

The policy shall cover:

• access controls
• authentication
• privileged access
• encryption
• monitoring
• incident response
• security testing
• vulnerability management

Security or operational incidents shall be identified, assessed, contained and escalated according to applicable internal procedures and legal requirements.

Zexca shall maintain procedures designed to preserve critical services during significant disruption. The policy shall address:

• critical operations
• recovery priorities
• backup procedures
• alternative infrastructure
• communications
• recovery objectives

The Disaster Recovery Policy shall establish procedures for restoration of critical systems following major infrastructure or technology failure.

Where applicable, Zexca shall maintain controls addressing:

• critical services
• operational dependencies
• technology risk
• third-party providers
• testing
• incident response
• recovery

Zexca may rely on external providers for:

• cloud infrastructure
• data
• payment processing
• custody
• identity verification
• cybersecurity
• analytics
• communication
• technology infrastructure

Relevant third-party risks shall be assessed and managed according to applicable requirements.

Users may use the platform only for lawful and authorized purposes. Users shall not:

• attempt unauthorized access
• manipulate platform functionality
• interfere with systems
• introduce malicious software
• impersonate another person
• misuse accounts
• circumvent security controls

Third-party integrations may be subject to separate terms and privacy policies.

Zexca shall not be responsible for independent third-party services except to the extent required by applicable law.

Zexca seeks to maintain reliable platform availability but does not guarantee uninterrupted or error-free access. Access may be interrupted because of:

• maintenance
• upgrades
• cyber incidents
• network failures
• market infrastructure
• third-party failures
• extraordinary events

Where required, clients may be classified according to applicable legal categories. Different classifications may affect:

• available services
• disclosures
• protections
• eligibility
• leverage
• execution
• information requirements

Zexca shall provide clients with applicable information concerning:

• risks
• fees
• conflicts
• execution
• asset protection
• complaints
• regulatory status

No disclosure shall be interpreted as a guarantee against investment loss.

Clients shall have access to a defined process for submitting complaints. The policy shall explain:

• how to submit a complaint
• required information
• acknowledgement
• investigation
• response
• escalation
• applicable external dispute mechanisms

Complaints shall be handled fairly and within applicable regulatory requirements.

Disputes shall be addressed according to the governing agreement and applicable law. The policy shall explain:

• internal resolution
• negotiation
• mediation where applicable
• arbitration where applicable
• courts of competent jurisdiction
• mandatory consumer protections

Accounts may be suspended or restricted where necessary due to:

• compliance concerns
• suspected fraud
• security concerns
• sanctions
• legal requirements
• inaccurate information
• breach of contractual terms

Where permitted by the applicable investment documents, Zexca may require redemption or closure of an investment where necessary due to:

• regulatory requirements
• sanctions
• eligibility changes
• legal restrictions
• material contractual breach
• operational requirements

During exceptional market or operational conditions, Zexca may implement temporary measures permitted by applicable law and governing agreements to protect clients, assets and orderly operation.

Zexca shall not be responsible for delays or failures caused by circumstances beyond reasonable control, subject to applicable law. Such circumstances may include:

• natural disasters
• war
• terrorism
• civil unrest
• government action
• market closure
• infrastructure failure
• cyber incidents
• telecommunications failures
• extraordinary financial market events

Where applicable, Zexca shall maintain procedures for orderly termination or wind-down of services. The policy shall address:

• client communications
• asset treatment
• outstanding obligations
• transaction settlement
• records
• regulatory requirements

All platform software, branding, trademarks, designs, databases, content and proprietary materials remain protected by applicable intellectual property laws.

Users receive only the limited rights expressly granted by Zexca.

Confidential information received through the client relationship shall be handled according to applicable contractual, legal and regulatory obligations.

Exceptions may apply where disclosure is required by law, regulation, court order or competent authority.

Zexca may communicate with clients through:

• email
• platform notifications
• account dashboard
• application
• telephone
• other approved electronic channels

Clients are responsible for maintaining accurate contact information.

Where legally valid, electronic acceptance, electronic signatures and electronic records may constitute legally binding evidence of consent and agreement.

The website shall clearly identify:

• legal entity name
• jurisdiction
• registered address
• regulatory status
• license or authorization number where applicable
• regulator
• scope of authorization

No statement shall imply authorization that does not actually exist.

Where applicable, Zexca shall maintain procedures for required reporting to competent authorities.

Zexca shall maintain records required by applicable law and internal governance standards, including where relevant:

• transactions
• communications
• client information
• investment instructions
• compliance reviews
• complaints
• financial records

Zexca reserves the right to modify services, products, policies or procedures where necessary to comply with changes in:

• law
• regulation
• sanctions
• tax requirements
• licensing requirements
• regulatory guidance

Clients shall be notified where required.

Each legal agreement shall specify:

• governing jurisdiction
• applicable law
• competent courts
• arbitration arrangements where applicable
• mandatory statutory rights

The selected governing law must correspond to the actual legal structure of the relevant Zexca entity.

If any provision is determined to be invalid or unenforceable, the remaining provisions shall remain effective to the extent permitted by applicable law.

Failure to enforce any provision shall not constitute a waiver of the right to enforce that provision later.

The rights and obligations of each party may only be transferred in accordance with the relevant agreement and applicable law.

The applicable agreement, together with incorporated policies, schedules and disclosures, shall constitute the complete contractual framework governing the relevant relationship.

Provisions concerning confidentiality, liability, fees, dispute resolution, intellectual property, compliance, record keeping and other provisions intended by their nature to survive termination shall remain effective following termination.

Legal & Compliance Department

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