Client terms
These terms apply when a business engages Zypa to help it choose and open business accounts with banks and payment providers. They take effect when the client signs the engagement letter, accepts them online, or first gives Zypa its documents, whichever is earliest.
1. Who we are
1.1 "Zypa", "we" and "us" mean Zypa Limited, a company incorporated in Hong Kong.
1.2 "You" and "the Client" mean the business named in the engagement letter, and the person accepting these terms on its behalf, who confirms they are authorised to do so.
2. Definitions
- Provider: a bank, electronic money institution, payment institution, money service operator or other financial institution that offers business accounts.
- Services: the services described in clause 3 and in your engagement letter.
- Application: an application by you to a Provider to open an account or obtain a related service.
- Recommendation: our written shortlist of Providers that may suit your business, with our reasons and estimated costs.
- Engagement letter: the document or online order that names you, the Services you chose and the fees.
3. What we do
3.1 Depending on the package in your engagement letter, we:
- assess your business, ownership, activities and expected payments against the published requirements of Providers;
- give you a Recommendation, with each Provider's main eligibility conditions and estimated costs;
- tell you which documents each recommended Provider usually asks for, and review your documents for completeness before you apply;
- prepare draft application answers, business descriptions and supporting letters for you to check;
- where you ask us to, enter information you have approved into a Provider's application form, then stop before submission so that you review and submit it yourself; and
- follow up with the Provider on your behalf, where the Provider allows it, until it makes a decision.
3.2 Our Recommendation is based on information Providers publish and on our own research at the time. Providers change their rules, prices and appetite without notice, so it is an informed estimate, not a promise.
4. What we do not do
4.1 We are not a bank or payment provider. We do not open accounts ourselves, hold or move your money, or issue cards.
4.2 We never ask for, store or use your online banking passwords, security codes or devices. You keep sole control of any account once it is opened.
4.3 We do not decide whether a Provider accepts you. Each Provider makes its own decision under its own policies and its anti-money-laundering obligations, and may refuse or close an account without giving reasons.
4.4 We do not give legal, tax, accounting or investment advice, and we do not act as your company secretary or registered agent. Where you need such advice, we will tell you to get it from a qualified adviser.
4.5 We will not help with an Application that we believe is misleading, connected to sanctioned persons or countries, or intended to hide the source of funds or the people who own or control your business.
5. Your responsibilities
5.1 You will give us information and documents that are true, complete and current, and tell us promptly if anything changes, including ownership, directors, business activities, expected payments or any regulatory or legal issue.
5.2 You are responsible for every Application you submit and every statement made in it, including text we drafted. Read everything before you submit it.
5.3 You confirm that the business, its owners and its funds are lawful, and that no owner, director or controller is a sanctioned person.
5.4 You will reply to us and to Providers within a reasonable time. Provider decisions often stall because documents or answers arrive late.
6. Providers' decisions and timing
6.1 Opening times quoted by Providers are their best case. Real timing depends on how complete your documents are and on each Provider's own checks; we will give you a realistic range, but we cannot guarantee it.
6.2 A refusal by a Provider is not a failure of our Services, unless it results from our clear mistake. If a recommended Provider refuses you, we will suggest the next suitable option within the package you paid for.
7. Fees
7.1 Our fees are set out in the engagement letter. Unless it says otherwise, there is nothing to pay upfront, and an onboarding fee, from USD 600, is payable for each account when it opens.
7.2 Fees are payable within 7 days of invoice. Fees already earned are not refundable, except as stated in clause 6.2 or required by law.
7.3 Provider charges (account fees, transfer fees, FX margins and similar) are paid by you to the Provider and are not part of our fees.
8. Payments we may receive from Providers
8.1 Some Providers may pay us a referral fee or commission when a client we introduce opens an account. We will tell you before you apply.
8.2 These payments never decide our Recommendation. We rank Providers on your eligibility, needs and estimated costs, and we will tell you, before you apply, whether we receive a payment from the Provider you choose.
9. Confidentiality
9.1 We keep your information confidential and use it only to provide the Services. We share it only with the Providers you agree to apply to, with service providers who help us run our business under confidentiality obligations, and where the law or a regulator requires it.
9.2 How we handle personal data is explained in our Privacy Notice (Part B).
10. Liability
10.1 We will provide the Services with reasonable skill and care.
10.2 We are not liable for any decision, delay, fee, account restriction or closure by a Provider, or for any loss caused by incomplete or inaccurate information you gave us.
10.3 We are not liable for indirect or consequential loss, including lost profit, lost business or lost opportunity.
10.4 Our total liability under these terms is limited to the fees you paid us in the 12 months before the claim. Nothing in these terms limits liability that cannot be limited by law, such as liability for fraud.
11. Ending the engagement
11.1 You may end the engagement at any time by email. Fees for work already done remain payable.
11.2 We may end it by email if you breach these terms, if we cannot complete reasonable checks on you, or if continuing would expose us to legal, sanctions or reputational risk.
11.3 When the engagement ends, we keep and delete your information as described in the Privacy Notice.
12. General
12.1 We may update these terms by giving you 30 days' notice by email; the version in force when you engaged us applies to work already started.
12.2 If any clause is unenforceable, the rest stays in force. These terms and the engagement letter are the whole agreement between us about the Services.
12.3 These terms are governed by the laws of the Hong Kong Special Administrative Region. The Hong Kong courts have exclusive jurisdiction over any dispute.
12.4 Notices: Zypa, contact@zypa.finance; you, the email address in your engagement letter.