Trading Terms and Conditions

Chembridge Capital (Pty) Ltd, trading as Zeroa Integrated website and platform terms - full client-facing legal pack Version 1.1

These Terms and Conditions govern access to and use of the Zeroa websites, web interfaces, client dashboards, APIs, wallets, execution services, payments functionality, custody interfaces, account features, and any related products or channels that Zeroa makes available from time to time. They are intended to operate as the complete legal framework for users of the platform, subject to any service-specific annex that expressly applies. Read this document carefully. By opening an account, accessing the platform, placing an order, funding an account, initiating a transfer, or otherwise using Zeroa, you agree to be bound by these Terms.

Annex A – Margin and leveraged trading terms

A.1 Availability and nature of service

Zeroa may, where available and legally permitted, provide margin extensions, leverage, collateralised spot margin, or similar leverage-enabled trading functionality. Margin is high risk and not suitable for all clients. Zeroa may enable, disable, or restrict margin at any time.

A.2 Margin disclosure

Using margin can lead to rapid and substantial losses, including losses greater than the funds you initially place in the account. Margin calls and liquidations may occur at any time, including outside business hours. Zeroa may liquidate without contacting you first.

A.3 Collateral and security interest

You must maintain eligible collateral assets in amounts required by Zeroa. To secure your obligations, you grant Zeroa a first-priority security interest and lien over all collateral assets and, to the fullest extent permitted by law, over any other balances Zeroa designates as supporting your margin obligations.

A.4 Maintenance margin and liquidation

If the value of your collateral falls below Zeroa's maintenance requirement, Zeroa may issue a margin call, restrict your account, sell received assets, liquidate collateral, convert balances, and close positions in the order and manner it reasonably determines. Zeroa has no obligation to optimise price or minimise loss.

A.5 Fees and negative equity

Margin fees, funding charges, borrowing charges, liquidation charges, and related fees apply according to the fee schedule. If liquidation results in negative equity, you remain liable for the deficit unless Zeroa expressly waives recovery in writing for a specific product or programme.

Annex B – Zeroa Earn and staking services

B.1 General

Where Zeroa offers staking, bonded staking, flexible staking, or similar earn products, participation is voluntary and subject to eligibility, asset support, jurisdiction, and operational availability. Staked assets remain subject to network, validator, protocol, custody, and slashing risk.

B.2 Rewards

Any displayed reward rate is indicative only and may change at any time. Zeroa does not guarantee any reward, any minimum rate, or uninterrupted accrual. Zeroa may retain a service fee or spread from protocol or programme rewards before crediting you.

B.3 Liquidity and unbonding

Flexible and bonded staking may involve unbonding periods, liquidity buffers, or delayed release. You may not be able to access, trade, or withdraw staked assets immediately after requesting unstake.

B.4 Network events

Airdrops, forks, slashing events, validator outages, protocol bugs, and governance changes may affect staked assets and rewards. Zeroa may determine in its sole discretion whether, how, and when to support any such event.

Annex C – Stablecoin rewards and opt-in yield terms

C.1 Programme structure

Where Zeroa offers opt-in rewards, stablecoin rewards, or yield on idle balances, participation may be automatic or elective depending on product design and jurisdiction. Some balances may remain custodial while others may become utilised or program-allocated balances under the relevant programme.

C.2 Nature of utilised balances

If Zeroa identifies a balance as utilised, you authorise Zeroa to use or allocate that balance within the stated programme terms, including for liquidity provisioning, fully collateralised lending, treasury operations, or other disclosed programme purposes. Utilised balances may not be immediately available for withdrawal.

C.3 Rewards and opt-out

Reward rates are discretionary, variable, and not guaranteed. Zeroa may reduce, suspend, or set rates to zero in market stress, operational disruption, legal change, or other circumstances materially affecting the programme. You may opt out or request return of eligible balances, subject to any delay or unbonding period disclosed for the product.

C.4 Risks

Yield products are not bank deposits. They are not insured. Counterparty, liquidity, legal, rehypothecation-style, and programme-structure risk may apply. In insolvency scenarios, your claim may differ depending on whether balances are custodial or programme-utilised.

Annex D – Zeroa Pay and internal transfer services

D.1 Service scope

Zeroa Pay allows eligible users to send or request supported digital assets and, where made available, fiat balances to or from other eligible Zeroa users or through link-based or partner-enabled mechanisms.

D.2 Instructions and finality

You are responsible for ensuring that the recipient details, tag, email, handle, or paylink are correct. Once processed, transfers are generally final and may not be reversible. Zeroa may display pending states but does not guarantee timing.

D.3 Failed and cancelled payments

Zeroa may cancel, reject, or refuse any pending transfer for compliance, security, technical, legal, or operational reasons. If a transfer fails, the relevant balance may remain in or be returned to your account depending on the circumstances.

D.4 Content and profiles

If Zeroa Pay supports public handles, profile images, notes, or payment requests, those items constitute your content. You are responsible for that content and must not use offensive, unlawful, misleading, infringing, or harmful identifiers or media.

Annex E – OTC, prime, treasury, and quoting services

E.1 Execution services

Zeroa may provide OTC execution, principal risk transfer, agency facilitation, treasury conversion, RFQ workflows, and prime-style services for eligible users. Separate institutional schedules may also apply.

E.2 Quotes

Quotes are indicative unless expressly stated as firm for a stated period. Once accepted, a firm quote is binding and may not be cancellable. Zeroa or its affiliate may be your direct counterparty on quoted trades.

E.3 Conflicts of interest

You acknowledge that Zeroa, its affiliates, and connected liquidity providers may have interests that differ from yours, may earn spread or profit on transactions, may share personnel or systems across group entities, and may choose to execute through affiliated channels rather than unaffiliated venues.

E.4 Termination and errors

Zeroa may suspend or terminate execution services at any time. In the event of any pricing, booking, or settlement error, you authorise Zeroa to correct the transaction, including by revision, cancellation, or conversion of balances as required.

Annex F – Wallet, custody access, and protocol services

F.1 Wallet access tools

Zeroa may make available user interfaces, connectivity, smart-contract tooling, relayers, paymasters, TEEs, signing workflows, or other wallet-access services for self-custodied or semi-custodial interaction. These services are offered for convenience only.

F.2 External protocols

Where you use Zeroa tools to interact with protocols, bridges, validators, or other third-party systems, you do so at your own risk. Zeroa does not control those systems and is not responsible for protocol failure, hacks, governance changes, smart-contract bugs, or loss of assets.

F.3 Blacklisting, sanctions, and compliance

Where law, sanctions, fraud controls, or security events require it, Zeroa may refuse, block, or freeze transfers to or from specific addresses, wallets, smart contracts, bridges, or protocols. Zeroa may monitor on-chain activity and act to prevent prohibited use.

Annex G – Flexline, credit, collateral, and liquidation

G.1 Credit services

Where Zeroa offers credit lines, flexline borrowing, overdraft-style facilities, or collateralised borrowing, such services are discretionary and subject to separate approval, limits, collateral requirements, and pricing.

G.2 Borrowing and collateral

You must maintain sufficient collateral, satisfy margin or loan-to-value requirements, and repay borrowed amounts, interest, fees, and costs when due. Zeroa may mark collateral values using prices or methodologies it reasonably determines.

G.3 Enforcement

If you fail to maintain required collateral or repay obligations, Zeroa may liquidate collateral, convert balances, close positions, net obligations, and take any enforcement step it deems commercially reasonable. Zeroa has no obligation to obtain any particular price.

G.4 Correlation and market risk

Borrowed assets and collateral may be correlated and may decline simultaneously. In stressed conditions, liquidation may occur rapidly and at unfavourable prices. You may lose all collateral and still remain liable for any deficit.

Annex H – Disbursement partner and payout services

H.1 Service scope

Where Zeroa enables payout, bank-transfer, cash-pickup, or external disbursement services through a third-party partner, that partner may provide the regulated money-transfer, FX, payout, or cash-delivery service while Zeroa provides the interface, initiation, and supporting account functionality.

H.2 Quotes, delivery, and timing

Displayed payout quotes, FX rates, delivery times, and fees may depend on the disbursement partner and local corridor conditions. A payout may be delayed, cancelled, fail, or require additional information. Zeroa is not responsible for partner-side delivery failures beyond its reasonable control.

H.3 Priority of partner terms

If a payout service is provided through a third-party partner, the partner's service terms, disclosures, and local regulatory rights may also apply. To the extent required for that service, those partner-specific terms control the money-transfer or cash-pickup component while these Terms continue to govern your use of Zeroa.