Terms of Service

Last updated: July 23, 2026

These Terms of Service govern the provision and use of Services provided by DePowered Limited under the "Swaplio" brand.

These Terms, together with the Privacy Policy, form a single contract (the "Contract") between DePowered Limited, a company incorporated in Hong Kong under number 79220940 with registered address Unit B, 11/F, 23 Thomson Road, Wan Chai, Hong Kong SAR China ("DePowered"), and any person or entity that creates an account or uses the Services (the "Client"). DePowered and the Client are each a "Party" and together the "Parties".

Definitions

For the purposes of these Terms of Service:

Management Interface means the authenticated interface made available by DePowered.

Order means any Order for Services submitted by the Client.

Services means any Services provided by DePowered to the Client under the Contract.

Third-Party Products means products or services owned by third parties and made available in connection with the Services.

Users means the Client and any person the Client allows to access or use the Services.

Accounts and Orders

Client Account and Authority. The Client must create an account and provide accurate, up-to-date information. If a person acts on behalf of a Client, they warrant they are duly authorised.

Verification and Activation. DePowered may verify information and request supporting documents, and may refuse or deactivate an account for incomplete, inaccurate or fraudulent information.

Orders and Access. Orders may be placed via the website, Management Interface and/or API. The Client is responsible for account credentials. Any Order placed via the account is deemed authorised by the Client.

Account Closure. The Client may request closure after terminating and paying all Services through their term. On closure, account data will be deleted, subject to DePowered's legal obligations and the Privacy Policy.

Use of Services

Service Information. DePowered makes service descriptions, documentation and guidance available on the website or via support. Where Services align with standards or regulations, DePowered will describe scope and responsibilities.

Subcontracting and Third-Party Providers. DePowered may deliver Services via affiliates or third-party providers. DePowered remains primarily responsible for its appointed providers. Access to Client content is only as necessary to deliver Services.

Acceptable Use and Prohibited Activities. The Client must use Services lawfully and reasonably. Prohibited actions include service abuse or disruption, intrusion attempts, spamming or similar techniques, and illegal content or infringement of third-party rights. DePowered may suspend without notice in case of urgent risk or unlawful activity.

Network Fair Use. Use must not adversely impact other Users or DePowered's infrastructure. Material or repeated abuse of network resources may result in throttling, suspension or termination of the Service without a refund right.

Authentication and Security. The Client must safeguard credentials and promptly notify DePowered of loss or compromise. The Client is responsible for its own security tools, timely updates and backups.

Content Responsibility. Except for items provided by DePowered, the Client is solely responsible for content legality, accuracy, backups and use. DePowered does not perform content verification or special backups.

Third-Party Products. Third-party software/hardware made available is used at the Client's risk and subject to their terms. DePowered does not warrant Third-Party Products.

Intellectual Property. All DePowered materials (software, infrastructure, documentation) remain DePowered's or its licensors' property and are licensed non-exclusively for the Contract term. The Client must not reverse engineer except as permitted by law.

DDoS and Abuse Mitigation. Services may be temporarily suspended to mitigate attacks and protect other clients.

Penetration Testing. Penetration tests are permitted subject to prior coordination with DePowered, and must not impact other clients or shared infrastructure.

Changes, Maintenance and Suspension

Service Updates. DePowered may add, modify or remove features. Where a change materially degrades an existing Service, DePowered will endeavour to give 30 days' notice. Urgent security, legal or third-party changes may be immediate. The Client may terminate the affected Service if materially degraded.

Maintenance and Suspension. DePowered may suspend Services for maintenance, security risks, legal requests or Client non-compliance. DePowered will seek to minimise impact where feasible. Suspensions do not relieve payment obligations except where caused solely by DePowered's failure to meet its obligations.

Continuity and Reversibility. On termination, reinstallation or certain updates, content associated with a Service may be irreversibly deleted. The Client is solely responsible for backups and any migration.

Fees and Payment

Prices and Changes. Prices may change and apply to new Orders. Renewals follow the then-current pricing unless otherwise stated.

Billing and Disputes. Billing disputes must be raised via support within one month of invoice date.

Late Payment. Overdue amounts accrue interest at 1.5% per month or the maximum permitted by law, whichever is lower, plus reasonable recovery costs. DePowered may suspend Services, reject renewals or terminate for continued non-payment.

Duration and Renewal. Fixed-term Services run for the selected term. Early termination does not entitle a refund unless stated otherwise. Pay-as-you-go Services continue until terminated per the applicable procedure. Some Services auto-renew unless disabled.

Termination for Breach. Either Party may terminate with immediate effect for an irremediable breach, or a remediable breach not cured within seven days of notice.

Refunds. Newly created Services are eligible for a full refund if requested via support on the same calendar day the Service is created. After that day, a partial refund may be requested for fixed-term Services. The refundable amount is calculated pro-rata based on the number of days remaining until the Service expiry. No refunds apply to portions of Services already delivered. Unused account balances may be refunded to the original payment method where practicable, or by bank transfer.

Privacy

PDPO Compliance and Privacy Policy. Personal data is handled in accordance with the Personal Data (Privacy) Ordinance (Cap. 486) and DePowered's Privacy Policy, which describes collection, use and rights.

Confidentiality

Commitments. Each Party will use the other's confidential information only to perform this Contract, protect it with at least the same care as its own, and share it only with personnel and advisers who need to know and are bound by confidentiality. Obligations survive for two years after termination.

Exceptions. Obligations do not apply to information that is already known without duty of confidence, independently developed, publicly available without breach, rightfully received from a third party, or disclosed to comply with law or to protect legal rights.

Liability and Indemnity

Authority. Each Party warrants it has authority to enter and perform.

No Warranties. Services are provided "as is" to the maximum extent permitted by law.

Exclusions. To the extent permitted by law, DePowered is not liable for misuse or breach of the Contract, failures caused by third parties or Client systems, loss of profits, revenue, goodwill or data, or internet-related security incidents.

Non-Excludable Liability. Nothing excludes or limits liability to the extent such exclusion or limitation is prohibited by applicable law, and any exclusion or limitation is subject to the requirement of reasonableness under the Control of Exemption Clauses Ordinance (Cap. 71).

Client Indemnity. The Client will indemnify DePowered against claims, losses and expenses arising from unlawful content, infringement of rights, misuse of the Services, or breach of this Contract by the Client or its Users.

General

Entire Agreement and Changes. This Contract is the entire agreement on its subject. DePowered may amend these Terms. Material changes for live Services take effect after 30 days' notice (earlier where required by law or third-party changes). The Client may terminate the affected Service if a change is materially adverse.

Severance and Waiver. If part of this Contract is invalid, the remainder remains effective. Failure to enforce is not a waiver.

No Agency. The Parties are independent contractors. Neither may bind the other.

Assignment. Neither Party may assign without the other's consent, except to an affiliate with notice. The assigning Party remains responsible for performance. Corporate reorganisations do not require consent.

Notices and Electronic Transactions. Notices may be given electronically and are deemed received when DePowered's systems record delivery. Electronic records and signatures are recognised under the Electronic Transactions Ordinance (Cap. 553).

Third-Party Rights. No person other than a Party has rights to enforce this Contract under the Contracts (Rights of Third Parties) Ordinance (Cap. 623).

Marketing References. Unless the Client opts out via the Management Interface, DePowered may identify the Client by name and logo for factual customer reference. Any other promotional use requires consent.

Force Majeure. Neither Party is liable for delay or failure due to events beyond reasonable control (including natural disasters, war, terrorism, civil unrest, third-party failures, industrial action not of its workforce, or changes in law). If a force majeure continues for over 30 days, the unaffected Party may terminate impacted Services.

Language. If these Terms are provided in multiple languages, the English version prevails in case of inconsistency.

Governing Law and Jurisdiction

Applicable Law and Courts. This Contract is governed by the laws of the Hong Kong Special Administrative Region. The Parties submit to the exclusive jurisdiction of the courts of Hong Kong.