DEFINITIONS AND INTERPRETATION

In this Agreement, unless the context otherwise requires:

"Account" means the Customer's account held by SwyftCap in the sense of article 1(5) of the Law of 2009 and within the meaning of article 3(38) of MiCAR in which the Customer receives funds processed by SwyftCap, and which the Customer creates within the Platform for the purpose of accessing and using the Services.

"Agreement" means these Terms and Conditions of Use together with any schedules, annexes, policies, fee tables, or service-specific supplements published by SwyftCap from time to time.

"Applicable Law" means all laws, regulations, circulars, and guidelines applicable in Luxembourg or under European Union law, including MiCAR, the Law of 2009, the Law of 12 November 2004, the GDPR, and where applicable, related guidelines and CSSF Circulars.

"AML/CFT" means Anti Money Laundering and countering the Financing of Terrorist within the meaning of the Law of 12 November 2004.

"Business Day" means any day other than a Saturday, Sunday, or public holiday in Luxembourg on which banks are open for general business.

"CASP" means a licensed Crypto-Asset Service Provider supervised by the CSSF within the meaning of MiCAR.

"Confidential Information" means all non-public or proprietary information disclosed by one Party to the other in connection with this Agreement.

"Customer" means any legal entity or individual on behalf of a legal entity using the Services for business-related, professional and commercial activities only, based in the European Economic Area that has completed and satisfied the onboarding process and that has been accepted by SwyftCap to access and use the Services for business purposes.

"CSSF" means the Commission de Surveillance du Secteur Financier of Luxembourg, the regulatory authority overseeing financial services in Luxembourg.

"Digital Asset" means any crypto-asset as defined under article 3(5) MiCAR, admitted to SwyftCap's Platform.

"Force Majeure Event" has the meaning given in the Force Majeure and Suspension section.

"GDPR" means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC.

"Law of 12 November 2004" means the Law of 12 November 2004 on the fight against money laundering and terrorist financing (as amended).

"Law of 2009" means the Law of 10 November 2009 on payment services (as amended).

"MiCAR" means Regulation (EU) 2023/1114 of the European Parliament and of the Council of 31 May 2023 on markets in crypto-assets, and amending Regulations (EU) No 1093/2010 and (EU) No 1095/2010 and Directives 2013/36/EU and (EU) 2019/1937.

"PI" means a licensed Payment Institution supervised by the CSSF within the meaning of the Law of 2009.

"Platform" means SwyftCap's proprietary software, online interface as defined under article 3(38) MiCAR, API infrastructure, SwyftCap's website and user interfaces used by the Customer to access the Services.

"Services" means the crypto-asset services under MiCAR and payment services under the Law of 2009, provided by SwyftCap to the Customer, including the Platform and any additional services provided to the Customer and developed or deployed by SwyftCap.

Headings are for convenience only and do not affect interpretation. Words in the singular include the plural and vice versa. References to a Regulation or Directive include any successor legislation and delegated or implementing acts in force from time to time.

GENERAL

As long as the Customer agrees to and complies with this Agreement, SwyftCap grants a personal, non-exclusive, non-transferable, non-sublicensable and limited right to access and use the Services to the Customer under the conditions set forth in this Agreement.

Each Customer has the right, on his written demand, to be provided with or made available periodically and at least once a month for free the information listed in articles 76 (1) or 77 (1) of the Law of 2009 in a way which enables the Customer to store and reproduce such information.

In accordance with articles 59 and 78 of the Law of 2009, the legal provisions relating to payment services of which the application may be excluded by contract in the relationships between a payment service provider and a non-consumer shall not apply to the business relationship between the Customer and SwyftCap. Thus, the Customer agrees in particular that the provisions of Title III and articles 79 (1), 81 (3), 86, 88, 89, 90, 93 and 101 of the Law of 2009 do not apply in whole or in part and that time limits apply which are different from those laid down in article 85 of the Law of 2009.

In the relation between SwyftCap and the Customer, the legal provisions relating inter alia to (i) the form of and procedure for giving consent to the initiation of a payment order or the execution of a transaction, as well as (ii) the legal provisions relating to the maximum execution time for the Services to be provided and (iii) to the possibility to agree on spending limits for the use of the Services, such as articles 81 (1), (2) and (4), 82 (1), 91, 92, 94, 95, 96, 97 and 99 of the Law of 2009 shall apply at any time.

SCOPE AND APPLICATION OF AGREEMENT

This Agreement governs all access to and use of the Platform and Services by the Customer. It constitutes a legally binding contract between SwyftCap and the Customer.

This Agreement applies to the payment services and crypto-asset services provided by SwyftCap to the Customers, including the execution of payment transactions, transfer of funds on a payment account and the execution of foreign exchange services in compliance with the Law of 2009, as well as providing custody and administration of crypto-assets, exchange of crypto-assets for funds, exchange of crypto-assets for other crypto-assets, execution of orders for crypto-assets on behalf of the Customer, reception and transmission of orders for crypto-assets on behalf of the Customer, and providing transfer services for crypto-assets on behalf of the Customer, in compliance with MiCAR.

These Services are provided under SwyftCap's PI license and CASP license issued by the CSSF within the meaning of the Law of 2009 and MiCAR. As a PI and CASP, SwyftCap is under the prudential supervision of the CSSF, established at L-1150 Luxembourg, 283, route d'Arlon (Tel: (+352) 26 25 1 - 1). SwyftCap is hence listed in the CSSF official register of PIs and CASPs, as published on the website of the CSSF (https://edesk.apps.cssf.lu/search-entities/search?lng=fr).

Nothing herein creates any fiduciary relationship, advisory duty, or trust arrangement between SwyftCap and the Customer.

Access to the Services is strictly limited to business and institutional clients. Natural persons acting in a consumer capacity are not eligible. The Customer shall use the Services only for professional, commercial or business purposes. The Services are intended to enable payments and crypto-asset services for business-related, professional and commercial activities and are not intended for personal or person-to-person use.

SwyftCap may amend, suspend, or introduce Services from time to time to comply with Applicable Law or to protect its regulatory standing.

If there is any conflict between this Agreement and any policy or notice published by SwyftCap, this Agreement shall prevail unless expressly stated otherwise.

SwyftCap may modify or discontinue any Service to ensure compliance with Applicable Law, or other supervisory requirements. Such action shall not constitute breach or liability.

The Customer acknowledges that SwyftCap may disclose relevant information to the CSSF or other competent authorities where required by Applicable Law or supervisory duty.

If a change in Applicable Law, supervisory expectation, or prudential requirement increases SwyftCap's cost of providing the Services, SwyftCap may (i) vary fees with immediate effect to recover such cost; or (ii) discontinue an affected Service on notice. Such actions do not constitute breach.

As SwyftCap is a PI, funds held with SwyftCap are not covered by the Luxembourg deposit guarantee fund (Fonds de garantie des dépôts Luxembourg ("FGDL")) or any equivalent scheme (article 10(2) of the Law of 2009). Although the funds will not be covered by the FGDL, they will be protected in accordance with article 14 of the Law of 2009, and article 70 MiCAR.

CUSTOMER ELIGIBILITY AND ONBOARDING

Before activating an Account, the Customer shall complete all Know-Your-Business ("KYB") and AML/CFT requirements as prescribed by SwyftCap under Applicable Law. The Customer must provide accurate, complete, and current information and promptly notify SwyftCap via email to [email protected] of any changes.

SwyftCap shall have sole discretion to accept or reject any application and may request additional information or documentation at any time.

SwyftCap conducts ongoing transaction and business-relationship monitoring and the Customer shall co-operate fully with all reasonable requests, including enhanced due diligence procedures.

SwyftCap may suspend or terminate access without liability if the Customer fails to satisfy AML/CFT requirements or is reasonably suspected of non-compliance, sanctions breaches, or criminal conduct. Prior to the suspension or termination, the Customer will be informed of the action and the reasons, unless giving such information would compromise objectively security reasons or is prohibited by Applicable Law.

SwyftCap shall retain Customer identification data and transaction records for a minimum of five (5) years after the relationship ends in accordance with article 3(6) point (b) of the Law of 12 November 2004.

The Customer confirms that it and its beneficial owners are not subject to EU, UN, UK, or U.S. sanctions. SwyftCap may rely on external databases and reject transactions without notice where flags apply.

Provision of false or misleading information constitutes a material breach entitling SwyftCap to immediate termination and reporting to authorities.

The Customer shall notify SwyftCap in writing at least ten (10) Business Days before any change of control, directors, authorised signatories, or ultimate beneficial owners. SwyftCap may suspend Services pending refreshed KYB/EDD.

The Customer represents it is not established in, and will not route transactions to/from, jurisdictions subject to comprehensive sanctions or Financial Action Task Force ("FATF") "high-risk" or "call to action" lists, and will not engage in mixers/tumblers, darknet markets, ransomware facilitation, unlawful gambling, or activity reasonably suspected to evade sanctions or AML/CFT controls.

The Customer consents to SwyftCap collecting, transmitting, and receiving originator/beneficiary information under the Regulation (EU) 2023/1113 of the European Parliament and of the Council of 31 May 2023 on information accompanying transfers of funds and certain crypto-assets and amending Directive (EU) 2015/849 and to cross-border processing by verified third-party providers for that purpose.

After successful registration, the Customer will receive its unique reference number. The Customer may only access and use the Services after logging on to the Platform by entering its security details (inter alia its password).

ACCOUNT OPERATION AND SECURITY

The Customer is responsible for maintaining the security of all login credentials, API keys, and authentication devices. Any use of the Platform through such credentials shall be deemed the act of the Customer.

The Customer shall implement industry-standard security controls commensurate with its risk profile.

The Customer must immediately notify SwyftCap of any actual or suspected unauthorised access or incident. SwyftCap may take protective measures including suspension of the Account.

The Customer bears full liability for all transactions executed using its credentials until SwyftCap has acknowledged written notice of compromise.

SwyftCap reserves the right to audit the Customer's security arrangements to the extent necessary to comply with CSSF requirements.

The Customer shall co-operate with SwyftCap's forensic or regulatory investigations and implement corrective actions as directed.

SwyftCap may require the Customer to pre-approve withdrawal addresses and may set transactional or daily limits. SwyftCap may refuse or delay an instruction pending additional checks where fraud or financial-crime risk is suspected.

The Customer consents to SwyftCap recording and retaining instructions for evidential, regulatory, and quality purposes.

USE OF PLATFORM AND API

SwyftCap grants the Customer a limited, non-exclusive, non-transferable licence to use the Platform solely for lawful business transactions within the scope of this Agreement.

The Customer shall not reverse-engineer, decompile, introduce malware, or use the Platform for prohibited transactions under MiCAR or sanctions laws.

All intellectual-property rights in the Platform belong to SwyftCap and its licensors. No title is transferred.

SwyftCap may apply technical limits on API calls or throughput to ensure integrity and compliance.

SwyftCap may temporarily suspend access for maintenance, security, or compliance reasons without liability, acting honestly and professionally per MiCAR Article 76(g).

Upon reasonable notice, SwyftCap may audit the Customer's use of the Platform to verify compliance with Applicable Law.

The Customer acknowledges that SwyftCap must provide system and transaction data to the CSSF and ESMA upon request and authorises such disclosure.

The Platform may rely on third-party software, nodes, network providers, or cloud services. SwyftCap disclaims liability for defects or outages in such third-party components save for SwyftCap's wilful misconduct or gross negligence.

Unless expressly agreed in a separate Service Level Agreement ("SLA") or required by Applicable Law, no uptime, latency, or settlement timeframe is guaranteed. Maintenance windows may be implemented without prior notice where security or compliance requires.

TRANSACTIONS, EXECUTION AND SETTLEMENT

All transaction instructions must be submitted through the Platform or authenticated API calls. Every instruction received using valid credentials is conclusively deemed authorised.

SwyftCap shall execute transactions on a best-effort basis acting honestly, fairly, and professionally in accordance with MiCAR Articles 75–78.

A payment order shall be deemed to have been received by SwyftCap when it reaches its system. If the payment order is received outside of SwyftCap's business hours or on a non-Business Day, the payment order will be considered to have been received on the next Business Day. SwyftCap may establish a cut-off time at the end of each Business Day, and any payment order received after this cut-off time will be deemed to have been received on the following Business Day. Cut off times are available on SwyftCap's website.

Settlements are final and irrevocable once recorded on the relevant ledger or confirmed by a payment operator.

The Customer must notify SwyftCap within one (1) Business Day after the debit date of any error or discrepancy. Failure constitutes acceptance of the record. In the event of an unauthorised or incorrectly initiated payment transaction, SwyftCap will refund the full amount of the unauthorised transaction immediately, and in any case, no later than by the end of the following Business Day after receiving proper notification from the Customer of the unauthorised or incorrectly initiated transaction. Upon notification, SwyftCap will restore the Customer's Account to the state it would have been in had the unauthorised transaction not occurred. The credit value date for the Account will be no later than the date on which the amount was originally debited.

If there are reasonable grounds to suspect that a transaction conducted has been conducted in breach of the Agreement or as a fraudulent transaction, SwyftCap shall be entitled to suspend/withhold the payments of such transaction(s), pending enquiries and resolution of such issues. Prior to the suspension or withholding, the Customer will be informed of the action and the reasons, unless giving such information would compromise objectively security reasons or is prohibited by Applicable Law.

Conversions between fiat and Digital Assets use rates determined by SwyftCap at execution; quoted rates are indicative only.

A transaction is complete only after the number of blockchain confirmations specified by SwyftCap for that asset.

SwyftCap will maintain transaction records for at least five (5) years.

SwyftCap may execute through any liquidity provider of its choice acting per MiCAR Article 75. Best-execution obligations may differ from MiFID II standards.

Once settled on-chain or through banking systems, transactions are final and irreversible. SwyftCap is not liable for Customer address or counterparty errors.

If assets or funds are credited in error (including due to chain re-orgs or bank recalls), the Customer shall promptly cooperate to reverse or return them. SwyftCap may debit any Account, freeze withdrawals, or set-off to recover erroneous credits.

On suspension or termination, SwyftCap may cancel open instructions, convert assets to a common currency, and net reciprocal claims, with any net amount payable by the owing Party.

SwyftCap also reserves the right to refuse to make transactions where it is reasonably suspected of non-compliance, sanctions breaches, or criminal conduct. SwyftCap shall notify the Customer accordingly, unless giving such information would compromise objectively security reasons or is prohibited by Applicable Law.

CUSTODY AND SAFEGUARDING OF ASSETS

SwyftCap's custody policy including the internal rules and procedures to ensure the safekeeping and the control of crypto-assets can be found on SwyftCap's website.

The Customer's Account may be held in either Euro, GBP, USD and/or CAD as named accounts.

The Customer's wallet may be held in either USDC, EUROC, BTC and ETH.

SwyftCap relies on its banking providers to safeguard the Customer funds, as well as to assist with other kind of services, in compliance with article 14 (1) a) of the Law of 2009 and article 70 of MiCAR. Upon receipt of funds on behalf of the Customer, SwyftCap shall electronically acknowledge the receipt of the amount so received and the Customer's Account balance will be updated.

All Customer assets will be held in segregated accounts distinct from SwyftCap's own assets in accordance with article 14 (1) a) of the Law of 2009 and article 70 of MiCAR.

SwyftCap may appoint regulated sub-custodians, wallet providers, or credit institutions (together, "Custody Providers"). SwyftCap exercises due skill, care, and diligence in selection and periodic review. Subject to that duty, the Customer bears the risk of a Custody Provider's default or insolvency.

SwyftCap maintains institutional-grade key-management protocols including multi-signature and cold storage. It is not responsible for losses arising from network attacks or cryptographic failures beyond reasonable control.

No interest is paid and no trust or deposit relationship arises.

Periodic statements will be provided electronically; discrepancies must be reported within five (5) Business Days.

Segregation does not guarantee full recovery in the event of sub-custodian insolvency. SwyftCap has no fiduciary duty beyond MiCAR Article 67(4).

SwyftCap may maintain custody insurance but is not obliged to do so and makes no representation as to coverage.

To secure any present or future obligations of the Customer, SwyftCap has a general lien and security interest over assets and funds held for the Customer, including the right to withhold delivery, sell, convert, or set-off proceeds after notice where legally permissible.

SwyftCap may defer or stage withdrawals where (i) blockchain conditions (congestion, forks, protocol events) or (ii) legal/compliance checks (sanctions/AML, asset provenance) reasonably require. SwyftCap shall act honestly, fairly, and professionally (MiCAR Art. 76).

SwyftCap is not obliged to support every token, network, airdrop, staking, or fork. SwyftCap may decide, at its discretion, whether and how to support or distribute assets arising from forks/airdrops, and may convert or decline to support assets that present operational, legal, or sanctions risk.

Customer assets will not be pledged or rehypothecated except with the Customer's explicit written consent and subject to Applicable Law.

In an insolvency of a Custody Provider or correspondent bank, recoveries (if any) attributable to pooled customer holdings will be allocated pro rata. Costs of recovery (including legal and administrative costs) may be deducted before distribution.

FEES, CHARGES AND TAXES

Applicable fees, spreads, and commissions are published on the Platform. SwyftCap may update them with five (5) Business Days' notice unless immediate change is required by law or security.

Fees are due immediately upon execution unless otherwise agreed and may be deducted directly from the Account.

Unpaid amounts accrue default interest at three-month Euribor + 5% per annum, compounded monthly.

The Customer is solely responsible for taxes applicable to its activities.

SwyftCap may set off fees or liabilities against funds or assets held for the Customer.

SwyftCap may pass through regulatory levies or network fees incurred in connection with execution or safeguarding.

If any withholding, levy, or tax applies to fees or transactions, SwyftCap may gross-up invoices or deduct such amounts. Network fees and third-party pass-through costs are payable by the Customer at cost.

The Customer may not set-off or withhold any amount owed to SwyftCap.

CUSTOMER REPRESENTATIONS AND WARRANTIES

The Customer is duly incorporated, validly existing, and authorised to enter into and perform this Agreement.

The Customer warrants ongoing compliance with Applicable Laws, including the Law of 2009, MiCAR, AML/CFT laws, and applicable sanctions regimes.

All information provided to SwyftCap is and shall remain true, complete, and not misleading.

Execution and performance of this Agreement does not violate any other agreement or legal duty of the Customer.

The Customer has sufficient experience to evaluate the risks of Digital-Asset and FX transactions and accepts all market, liquidity, technology, and counterparty risks associated therewith.

The representations in this section are deemed repeated on each transaction date and survive termination.

The Customer will comply with SwyftCap's published policies on acceptable use, market conduct, and financial-crime prevention as amended from time to time.

AML/CFT CO-OPERATION AND REPORTING OBLIGATIONS

The Customer acknowledges SwyftCap's obligations under the Law of 12 November 2004 and will provide all data and explanations reasonably requested.

The Customer shall promptly provide verified information on ultimate beneficial owners and the source of funds/wealth, consistent with Applicable Laws and relevant FATF Recommendations.

SwyftCap may file reports with the CRF and is not required to inform the Customer where prohibited by law.

SwyftCap may conduct AML/CFT audits of activities relating to the Services and share information with the CSSF or other authorities.

Failure to provide requested AML/CFT information within a reasonable time permits suspension or immediate termination without liability.

SwyftCap may use third-party screening tools; the Customer consents to cross-border processing with adequate safeguards under GDPR Articles 45–46.

MARKET, TECHNOLOGY, AND COUNTERPARTY RISK DISCLAIMERS

Services are execution-only. Nothing herein is investment, legal, tax, or accounting advice.

Digital-Asset markets are highly volatile and may exhibit limited liquidity; the Customer accepts risks of partial fills, slippage, gaps, and inability to execute or liquidate.

Distributed-ledger networks may suffer forks, bugs, validator failures, reorganisations, or congestion that delay or prevent settlement.

Exchanges, liquidity providers, banks, and sub-custodians may default or become insolvent. The Customer bears such risks to the fullest extent permitted by law, save for SwyftCap's fraud, wilful misconduct, or gross negligence.

Changes in law may affect valuation, transferability, or legality of Digital Assets or Services. The Customer is solely responsible for its tax/regulatory obligations.

Withdrawals or transfers may be suspended for operational or regulatory reasons; such suspension is not a default by SwyftCap.

SwyftCap is not liable for losses arising from systemic market failures or protocol-level events beyond reasonable control.

Orders may be delayed, rejected, or cancelled due to fraud, AML/CFT, sanctions, or market-abuse controls. Such actions are protective and do not constitute breach.

The Parties confirm no fiduciary, advisory, or discretionary management relationship exists; SwyftCap acts on an execution-only basis.

LIMITATION OF LIABILITY AND INDEMNIFICATION

To the maximum extent permitted by law, SwyftCap is not liable for indirect, consequential, incidental, punitive, or special damages, including loss of profit, data, business interruption, or reputation.

SwyftCap's total aggregate liability under or in connection with this Agreement shall not exceed the total fees paid by the Customer to SwyftCap in the six (6) months immediately preceding the event giving rise to the claim. For a series of connected events, this cap applies to all related claims collectively.

Nothing limits liability for fraud, wilful misconduct, gross negligence, or liability that cannot be excluded under Luxembourg law.

The Customer shall indemnify and hold harmless SwyftCap and its affiliates, directors, officers, and employees from all losses, claims, costs, damages, penalties, or expenses (including reasonable legal fees) arising from: (a) Customer breach of this Agreement or Applicable Law; (b) misuse of the Platform or API; (c) third-party claims relating to transactions, data, or instructions initiated by the Customer; or (d) violations of sanctions or AML/CFT obligations.

Each Party must take reasonable steps to mitigate losses.

SwyftCap is not liable for temporary Platform interruptions due to maintenance, cyber-incident response, or regulatory suspension.

No strict or product liability arises from use of the Platform or Digital-Asset protocols.

Any claim against SwyftCap must be commenced within twelve (12) months after the claimant becomes aware (or ought reasonably to have become aware) of the facts giving rise to the claim.

The Customer shall indemnify SwyftCap for costs, penalties, or third-party claims arising from (i) inaccurate travel-rule data; (ii) instructions to unsupported/prohibited addresses; or (iii) chain re-organisations attributable to the Customer's actions.

DATA PROTECTION, CONFIDENTIALITY, AND COMMUNICATIONS

SwyftCap acts as an independent controller for personal data processed in connection with the Services (GDPR Articles 4(7), 24–28).

Processing is based on (a) performance of the Agreement; (b) legal obligations, including AML/CFT and prudential reporting; and (c) legitimate interests in security, compliance, and proper administration.

SwyftCap will facilitate rights under GDPR Articles 12–23, subject to statutory retention or AML/CFT limitations.

SwyftCap maintains appropriate technical and organisational measures (encryption, access management, environment segregation, monitoring, incident response) aligned with CSSF/EBA expectations.

Unless otherwise required pursuant to Applicable Law, each Party must keep the other's Confidential Information secret and not disclose it except to affiliates/professional advisers under duties of confidence, as required by law/regulator, or with prior written consent.

Notices, disclosures, and statements may be provided electronically via the Platform or registered e-mail and are deemed delivered when sent.

Where personal data is processed outside the EEA, SwyftCap will ensure adequate safeguards under GDPR Articles 45–46 and will provide information on request.

Confidentiality does not limit SwyftCap's duty to share information with competent authorities under Applicable Law.

SwyftCap may appoint sub-processors (including for AML screening, fraud prevention, custody technology, and cloud). SwyftCap shall impose data-protection obligations equivalent to those under this Agreement.

SwyftCap will notify the Customer without undue delay of a personal-data breach affecting the Customer's data, consistent with GDPR Articles 33–34, and may provide rolling updates while investigations are ongoing.

Click-acceptance and qualified electronic signatures are valid execution methods under this Agreement.

The Privacy Policy provides additional information on the processing of personal data by SwyftCap in the context of the Agreement.

SwyftCap is bound by strict professional secrecy obligations under article 30 of the Law of 2009 and article 100 of MiCAR. By using the Services, the Customer accepts that such obligation of secrecy does not exist towards the entities which are in charge of the outsourced service provision as well as the employees and other persons working for these entities.

NOTICES

Notices including complaints, namely relating to any loss, theft, misappropriation or unauthorised use in connection with the Services, or unauthorised or erroneous transactions should be made in writing to SwyftCap (a) by sending an email to the following address: [email protected]; (b) by uploading a complaint or contacting SwyftCap via the Platform's secure portal; or (c) by sending a courier/registered letter to SwyftCap's registered offices.

SwyftCap will acknowledge receipt within ten (10) Business Days and provide a final response within one (1) month where possible.

E-mail notices are deemed received at transmission if sent during Luxembourg business hours, or at 09:00 the next Business Day if sent after hours. Postal notices are deemed received three (3) Business Days after posting within the EU.

In the case the Customer did not receive an answer or a satisfactory answer from SwyftCap within one (1) month from the date at which the notice was sent, the Customer may file its request with the CSSF within one (1) year after it filed its complaint with SwyftCap. The CSSF will act as an out-of-court complaint resolution body. The request must be filed with the CSSF in writing, by post, fax or email to the address/number available on the CSSF website, or online on the CSSF website. The request shall be filed in English, French, German or Luxembourgish. The Customer can find more information about the complaints procedure at https://www.cssf.lu/en/customer-complaints/.

Each Party shall promptly notify the other of changes in contact details. SwyftCap is not responsible for non-delivery caused by outdated or inaccurate addresses.

This Agreement is concluded in the language in which we have made this Agreement available to you. SwyftCap can be contacted by email at [email protected]. The agreed language for all official communications relating to this Agreement and the Services, whether in oral or in writing, is English.

The Customer appoints its registered address as agent for service of process and agrees that service by registered mail or courier to that address constitutes effective service.

FORCE MAJEURE AND SUSPENSION

A Force Majeure Event is any event which is unforeseeable, irresistible, external and beyond a Party's reasonable control that prevents or delays performance, including natural disasters, war, terrorism, riots, strikes, pandemics, government actions, sanctions, telecommunications or banking outages, blockchain failures, or large-scale cyber incidents.

The affected Party shall notify the other promptly and use reasonable efforts to mitigate consequences. Obligations are suspended for the duration of the event.

SwyftCap may immediately suspend Services to comply with legal, supervisory, or security obligations, in order to act consistently with Applicable Law and CSSF guidance.

If a Force Majeure Event continues for more than sixty (60) days and materially prevents performance, either Party may terminate the affected Services by written notice; accrued rights and payment obligations remain due.

SwyftCap may suspend Services pre-emptively where continuation may reasonably endanger financial-crime compliance or system integrity.

SwyftCap maintains business-continuity and disaster-recovery arrangements proportionate to its risk profile. During an incident, SwyftCap may prioritise critical functions (safeguarding, security, regulatory reporting) over non-critical functions.

TERMINATION AND CONSEQUENCES OF TERMINATION

The Agreement is concluded for an indeterminate duration without prejudice to the circumstances restrictively listed in this Agreement.

SwyftCap may terminate this Agreement or any Service immediately, without liability, if: (a) the Customer materially breaches this Agreement; (b) required by law or directive of a competent authority (including CSSF/ESMA); (c) the Customer fails to co-operate with AML/CFT requests or is reasonably suspected of illicit activity; (d) the Customer becomes insolvent or ceases business; or (e) continuation presents unacceptable legal, operational, or reputational risk.

The Customer may terminate the Agreement without reason and without recourse to the courts at any time by giving a thirty (30) days' prior written notice, subject to settlement of all transactions, fees, and liabilities. Such termination shall take effect on the first Business Day following the end of the thirty (30) days' prior notice.

Upon termination: (a) all outstanding obligations and payments become immediately due; (b) SwyftCap may retain assets/funds as reasonably necessary to satisfy unpaid amounts or legal retention requirements; (c) SwyftCap shall return remaining balances after deducting fees, any outstanding amounts owed to SwyftCap and lawful set-offs.

Clauses relating to fees, indemnities, liability limitations, data protection, confidentiality, governing law/jurisdiction, security interests, and accrued rights survive termination.

SwyftCap may terminate immediately if required by a competent authority or if continuation would contravene Applicable Law.

SwyftCap shall retain records for five (5) years or longer if mandated by law and may withhold funds subject to pending investigations.

Following termination, SwyftCap may convert Digital Assets to fiat or another asset it reasonably selects to facilitate settlement, and may deduct reasonable costs and fees before returning any net balance. The funds in your Account will be returned to you within ten Business Days of your request for termination, provided we have all the information required and nothing prevents such return.

The Customer shall provide information reasonably required to complete reconciliations, audits, or regulatory reports post-termination.

AVAILABILITY AND AMENDMENTS

The Agreement has been made available to the Customer prior to its registration with SwyftCap and its use of the Services and remains available on the Platform.

SwyftCap may amend the Agreement by electronic notice or publication of the amended Agreement on the Platform. Unless a shorter period is required by law, amendments take effect five (5) Business Days after notice. The continued use by the Customer following the notification of such changes or the absence of any objection thereto constitutes acceptance with the amended Agreement.

Where necessary to ensure compliance with Applicable Law, CSSF requirements, or security standards, SwyftCap may implement changes without prior notice and will notify the Customer as soon as reasonably practicable.

SwyftCap will maintain records of each version and make prior versions available to the CSSF or the Customer on reasonable request.

If the Customer objects to an amendment, it shall notify SwyftCap within five (5) Business Days by email to [email protected]. SwyftCap may then (i) withdraw or modify the amendment; or (ii) terminate the affected Service. The termination will take effect on the date the said modification would have been applicable.

GOVERNING LAW, JURISDICTION, AND DISPUTE RESOLUTION

The provision of the Services and the Agreement are governed by and construed in accordance with the laws of Luxembourg, excluding to the largest extent legally permitted by law any provisions of Luxembourg private international law as well as any provision of law that would result in the application of the law of a different jurisdiction. This shall be without prejudice to the protection of the mandatory provisions of the law of another Member State of the EU that would be applicable in the absence of the present paragraph.

Any dispute arising out of or in connection with this Agreement, shall be submitted to the Courts of the District of Luxembourg-City (Luxembourg).

Before proceedings, the Parties shall seek amicable resolution where appropriate. The Customer acknowledges the CSSF's out-of-court complaint mechanism as described in the Notices section.

SwyftCap may seek injunctive or interim relief to protect systems, confidential information, or regulatory standing.

The English version prevails; translations are for convenience only.

MISCELLANEOUS

This Agreement constitutes the entire understanding and supersedes all prior proposals, discussions, or agreements on its subject matter.

The Customer may not assign or transfer rights/obligations without SwyftCap's prior written consent. SwyftCap may assign to an affiliate or successor in connection with reorganisation or corporate transactions.

If any provision is invalid or unenforceable, it shall be modified to the minimum extent necessary; the remainder remains in force.

Failure or delay to exercise a right or remedy is not a waiver; waivers must be in writing.

In any inconsistency between the main body and any policy, schedule, or notice, the main body prevails unless explicitly stated otherwise.

This Agreement may be executed in counterparts, including by electronic signature or click-acceptance, each deemed an original.

No person other than a Party has rights to enforce any term of this Agreement.

The version published on the Platform at the time of a transaction governs that transaction, subject to mandatory law.

Nothing in this Agreement creates a partnership, joint venture, or agency between the Parties.

The lien/security interest in the Custody and Safeguarding section survives termination until all obligations are satisfied in full.

SwyftCap maintains a conflicts-of-interest policy appropriate to its business. Where a material conflict cannot be effectively managed, SwyftCap may decline to act or take steps it reasonably considers necessary to protect Customers and regulatory integrity.

Each Party shall comply with applicable anti-bribery, anti-corruption, and anti-tax-evasion laws and maintain adequate procedures to prevent facilitation of tax evasion.

ANNEX A: PROHIBITED JURISDICTIONS AND ACTIVITIES

Jurisdictions: jurisdictions under comprehensive EU/UN sanctions and FATF "high-risk"/"call to action" lists (as updated).

Activities: mixers/tumblers, darknet markets, ransomware facilitation, child exploitation, unlawful gambling, IP infringement, sanctions evasion.

SwyftCap may update this Annex without notice where compliance requires.