Terms and Conditions

These terms and conditions (hereinafter in the text referred to as “Agreement” or “Terms and Conditions” or “Terms”) govern Your use of service provided by SIA“Paybis Europe”, limited liability company incorporated under the laws of Latvia on March 19, 2026, (registration number 40203730951), whose registered address is Brivibas Street 171, LV-1012, Riga, Latvia (hereinafter in the text referred to as “PAYBIS”, “We”, “Us”, or “Our”).

PAYBIS is:

• (a) Authorised as a crypto-asset service provider (“CASP”) under Title V of Regulation (EU) 2023/1114 of the European Parliament and of the Council of 31 May 2023 on markets in crypto-assets (“MiCA”), authorised by Latvijas Banka under authorisation number 27-55/2026/6; and
• (b) Authorised as a payment institution (“PI”) under Directive (EU) 2015/2366 (“PSD2”) Law on Payment Services and Electronic Money, authorised by Latvijas Banka under authorisation number 27-55/2026/7.

PAYBIS is supervised by the Bank of Latvia (Latvijas Banka).

This Agreement governs the provision of the Services (as defined below) to both natural (physical) persons and legal persons. Additional terms applicable exclusively to legal persons are set out in Schedule 1. Risk disclosures applicable to all Customers are set out in Schedule 2.

Pursuant to this Agreement, PAYBIS provides the following services (collectively, the “Services”):

• (a) Exchange Services — Exchange of crypto-assets for funds, or exchange of crypto-assets for other crypto-assets within the meaning of Article 3(1)(19) and (20) of MiCA;
• (b) Custodian Wallet Services — Custody and administration of crypto-assets on Your behalf, within the meaning of Article 3(1)(17) of MiCA;
• (c) Execution of Orders on Your behalf — Execution of Orders on Your behalf, within the meaning of Article 3(1)(21) of MiCA;
• (d) Transfer Services — Transfer of crypto-assets on Your behalf, within the meaning of Article 3(1)(26) of MiCA;
• (e) Advisory Services — Provision of advice on crypto-assets, within the meaning of Article 3(1)(24) of MiCA;
• (f) Payment Services — Provision of payment services strictly in relation to Electronic Money Tokens (“EMTs”), as defined in Article 3(1)(7) of MiCA and Article 1(1)(c) of the Law on Payment Services and Electronic Money of Latvia.

The Services are available exclusively through the PAYBIS platform (the “Platform”). The Platform is a partially automated online system accessible via the PAYBIS website at https://paybis.com/ (the “Website”), the official PAYBIS mobile applications published in the Apple App Store (unique identifier: id1584641245) and Google Play Store (unique identifier: com.paybis) (the “Applications”), and the application programming interfaces, software development kits, and official embedded widgets or integration tools made available by PAYBIS and associated with the Website or Applications (the “Integration Tools”).

Please read these Terms and Conditions carefully before accessing the Platform and creating Your Account, and keep them for Your future reference. By accessing the Platform, creating an Account, or using the Services, You agree to be bound by these Terms and Conditions, the Privacy Policy, and any other policies, schedules, or documents incorporated by reference, each as amended from time to time. If You do not agree, You must not access the Platform or use the Exchange Services. 

Access to and use of the Services is subject to the eligibility criteria and territorial restrictions set out in this Agreement, and to any further eligibility, territorial, jurisdiction-specific, or product-specific restrictions specified elsewhere in this Agreement or in any applicable Schedule.

1. DEFINITIONS AND INTERPRETATION

1.1. Definitions

Capitalised terms used in this Agreement have the meanings set out in this Clause, unless defined inline.

1.2. Interpretation

To ensure clarity and consistency throughout the Agreement, the provisions of this Agreement shall be interpreted in accordance with the following guiding principles:

• (a) References to Clauses and Schedules are to Clauses and Schedules of this Agreement, unless indicated otherwise;
• (b) Headings of each Clause or Section are for convenience only and do not affect interpretation of this Agreement;
• (c) References to legislation include any amendment, re-enactment, or replacement and any subordinate legislation;
• (d) “Including” and “in particular” are illustrative and are not words of limitation;
• (e) The singular includes the plural and vice versa;
• (f) A reference to ‘writing’ or ‘written’ includes any durable medium (including email and in-Platform notifications);
• (g) Where PAYBIS is required to act ‘reasonably’, this means taking into account all relevant circumstances including regulatory obligations, risk management protocols, and the legitimate interests of all Customers;
• (h) In the event of any conflict or inconsistency: (a) Schedule 1 prevails over the main body insofar as it relates to Corporate Customers; (b) the more specific provision prevails over the more general; and (c) the more recently enacted provision prevails in the event of a temporal conflict.

2. MAIN PRINCIPLES FOR THE PROVISION OF THE SERVICES

2.1. Use of Services

To use Our Services, You need to successfully complete Your Account registration process, including compliance with Our CDD Procedures. If these conditions are not met, PAYBIS will: (i) decline to establish a business relationship with You; (ii) refuse to process any Orders; and/or (iii) terminate any existing business relationship with You.

2.1.1. Additional Requests. PAYBIS reserves the right to request additional information and documents from You if required by Applicable Law and PAYBIS’ internal procedures. If You do not provide the requested information or documents, PAYBIS may limit Your access to the Platform and the delivery of Services.

2.1.2. Accuracy of Data. You are responsible for ensuring that the information You provide during registration and throughout Your use of the Services is accurate, complete, and current. You warrant that all information You provide (including personal identification documents, contact details, principal residency, and any other requested information) is true, reliable, and up-to-date, and You agree to promptly update Your information if any changes occur. If You do not notify PAYBIS about changes to Your email or postal address, any notices PAYBIS sends to You will continue to be sent to the contact details provided in Your Account and these shall be deemed properly delivered to, and received by, You.

2.1.3. Number of Accounts. Unless PAYBIS requires or permits otherwise, You may hold only one Account. Holding more than one Account without PAYBIS' approval may result in measures under the Suspension and Termination provisions of this Agreement. 

2.1.4. Account Suspension. PAYBIS reserves the right to suspend Your Account and the provision of the Services if PAYBIS suspects You to be in violation of these Terms and Conditions, the Privacy Policy, or Applicable Law.

2.2. Authentication Systems

You may only access the Platform if You have sufficiently authenticated Your identity and passed our identity verification procedures.

2.2.1. Multi-Factor Authentication. Identity verification and authentication are conducted using third-party verification services, manual reviews by our compliance team, and multi-factor authentication. The exact authentication and verification requirements will depend on Your use of the Services, the nature of Your activity on the Platform, and various other risk-based factors solely determined by PAYBIS.

2.2.2. Account Access. To maintain the security of your Account, you agree to implement and maintain the following protective measures: 

a) Never share Your login credentials, or any other security data with any third party; 
b) regularly update the Application and the operating system of Your device;
c) never share Your screen with anyone while logged in to Your Account, including through the use of remote desktop, remote access, or screen-sharing software.

2.2.3. Impersonation and Fraud. PAYBIS will never ask for Your login credentials of Your Account.  Any such direct, unsolicited outreach claiming to be from PAYBIS is fraudulent. You acknowledge that unauthorized third parties and fraudulent actors frequently attempt to impersonate PAYBIS employees, support agents, or compliance teams, and You agree to remain vigilant against these unauthorized misrepresentations.

2.2.4. Account Security and Restrictions. PAYBIS may take certain actions and restrict Your Account or otherwise limit Your access to certain Services or crypto-assets, based on confidential criteria essential to PAYBIS’ risk management and security protocols. PAYBIS reserves the right to implement these restrictions if You breach these Terms and Conditions, or if PAYBIS determines there is potential fraudulent activity associated with Your Account, in order to protect the overall security of Your Account and the Platform. PAYBIS is not obligated to disclose the specific details, parameters, or procedures of its risk management and security protocols to You or any third party.

2.3. Prohibited Activities and Acceptable Use

By accessing the Platform or using the Services, You unconditionally agree to maintain the highest standards of integrity, comply with all regulatory frameworks, and strictly adhere to the operational boundaries established in these Terms and Conditions. Any use of the Services outside of these parameters is strictly prohibited.

2.3.1. General Restrictions. You agree not to use the Services or the Platform for any activity that violates Applicable Law, infringes upon third-party rights, or breaches these Terms and Conditions. You are strictly prohibited from attempting to, or directly engaging in, actions that:

• a) Engage in any activity that is illegal, defamatory, threatening, intimidating, or harassing;
• b) Impersonate any person or entity, or misrepresent Your affiliation with any person or entity;
• c) Disguise, conceal, or manipulate Your location through IP proxying, Virtual Private Networks (VPNs), or other technical methods;
• d) Violate, misappropriate, or infringe upon the intellectual property, publicity, privacy, or other proprietary rights of PAYBIS or any third party;
• e) Violate any Applicable Law or regulatory requirement;
• f) Utilize the Services for any unauthorized or illicit purpose, including but not limited to gambling, illicit drug trafficking, human trafficking, terrorist financing, unlicensed weapons trade, fraudulent schemes, or scams;
• g) Interact with the dark web, execute transactions involving sanctioned persons or jurisdictions, or engage in any conduct that breaches Anti-Money Laundering (AML) or Counter-Terrorist Financing (CTF) obligations, including the obligation to disclose trust relationships and to comply with cease-and-desist instructions; or
• h) Use Your Account or the Services in a manner that PAYBIS or any card network reasonably believes to be an abuse of the card system or a violation of card scheme or network rules.

2.3.2. Consequences of Breach. Any engagement in, or attempt to engage in, any of the prohibited activities listed in this Agreement constitutes a severe and material breach of these Terms and Conditions. In the event that PAYBIS determines, or reasonably suspects, that You have violated any of these provisions, PAYBIS reserves the immediate right to take any of the actions set out in Section 11 (Suspension) and Section 12 (Term and Termination).

2.4. Eligibility

At the time of registering Your Account, and continuously throughout the entire duration of using the Services, You represent and warrant the following:

• (a) Age and Legal Capacity: You are at least 18 years of age (or such higher age of majority applicable in Your jurisdiction of residence) and possess the full legal capacity to form a binding contract with PAYBIS;
• (b) Contractual Capacity: You have sufficient capacity to enter into legally binding agreements;
• (c) No Prior Suspension: You have not previously been suspended or terminated from using the Services;
• (d) Non-Resident of Restricted Areas: You are not located in, or a resident or citizen of, any Restricted Jurisdiction;
• (e) Compliance with Local Law: You will not use the Services if any Applicable Law in Your or any other jurisdiction prohibits You from doing so;
• (f) Acting on Own Behalf: You are acting solely in Your own name and on Your own behalf, and not as an intermediary, broker, agent,
• (g) or trustee for any third party (unless expressly authorized in writing by PAYBIS); and
• (h) Sanctions Compliance: You are not subject to economic or financial sanctions imposed by the European Union, the United Nations, the United States (including OFAC), or the United Kingdom, nor are You a national or citizen of any country subject to such comprehensive sanctions.

2.5. Modification and Refusal of Services

The availability of any Services may be restricted, suspended, or refused at any time based on Your location, changes in Applicable Law, or PAYBIS’ internal compliance and risk management policies. PAYBIS reserves the right, at its sole discretion and at any time, to restrict, suspend, or reject registration on the Platform by certain persons, or by residents or citizens of certain jurisdictions.

2.6. Applicability and Restricted Jurisdictions

These Terms apply to all Customers, including Individual Customers and legal persons, who access or use our Services, provided they do not reside in or access our Services from a Restricted Jurisdiction.

2.6.1. Eligible Jurisdictions. Our Services are available worldwide, with full applicability across the European Union (EU) and the European Economic Area (EEA), including: Austria, Belgium, Bulgaria, Croatia, Republic of Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Ireland, Italy, Latvia, Lithuania, Luxembourg, Malta, Netherlands, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, and Sweden; and EEA Countries: Iceland, Liechtenstein, and Norway; and any country or territory globally that is not explicitly excluded in this Agreement.

2.6.2. Restricted Jurisdictions. PAYBIS strictly prohibits the provision of its Services in certain jurisdictions ("Restricted Jurisdictions") in accordance with our regulatory and compliance obligations. The list of Restricted Jurisdictions where the provision of Services is prohibited includes: Afghanistan, Belarus, the Central African Republic, Cuba, the Democratic Republic of the Congo, Ethiopia, India, Iran, Iraq, Lebanon, Louisiana (state of the US), Libya, Mali, Myanmar, New York (state of the US), Nicaragua, North Korea, Russia, Somalia, South Sudan, Sudan, Syria, Venezuela, Yemen and geographies with unrecognized or disputed status.

2.6.3. Special Rules. These Terms and Conditions do not apply to a citizen of, resident of, or located within the United States of America (including any corporate entity incorporated, organized, or having its principal place of business within the United States, or controlled by US persons). Where Custodian Wallet Services are accessed or used by a US Person, the Custodian Wallet Services are provided exclusively at that US Person's own initiative. PAYBIS does not solicit, market, advertise, promote, or otherwise direct the Custodian Wallet Services to US Persons or to the United States. The US Person acknowledges and agrees that its decision to access and use the Custodian Wallet Services was made on its own exclusive initiative, without any solicitation, inducement, or encouragement by PAYBIS or any person acting on its behalf. 

2.7. Use of Affiliates and Service Providers for Execution and Operations

PAYBIS may perform, or arrange the performance of, the operational and technical aspects of the Services — including the operation of payment infrastructure, order routing, execution, liquidity sourcing, settlement, custody-related operations, and other backend or technical functions — through its affiliates, group companies, or third-party service providers, whether acting as execution service provider, liquidity provider, or in another operational capacity. For a transitional period, this includes the operation of certain existing payment infrastructure (including merchant accounts and acquirer/PSP connections) by PAYBIS' group company Paybis Poland Sp. z o.o., which is being migrated to PAYBIS.  Any such arrangement is internal to PAYBIS' provision of the Services and does not create any contractual relationship between You and the relevant affiliate or service provider, and the relevant affiliate or service provider does not provide payment services or crypto-asset services to You in its own right. The PAYBIS entity identified to You before submission of Your Order remains Your sole counterparty and remains responsible for performing its obligations under this Agreement in accordance with Applicable Law. PAYBIS remains responsible for the acts and omissions of any affiliate or service provider used in this way to the same extent as for its own, and no such arrangement reduces Your rights or PAYBIS' liability under this Agreement or under Applicable Law, including its liability for the custody of crypto-assets under Article 75 of MiCA. PAYBIS may share Your information with such affiliates and service providers to the extent necessary for these purposes and permitted by Applicable Law, in accordance with the Privacy Policy. 

3. TRANSACTION ORDERS

3.1. General Provisions for Orders

This Clause 3 sets out the rules common to all Orders. Where any specific order rules conflict with the general rules, the specific order rules take precedence.

3.1.1. Who may place Orders. You may submit Orders only via Your Account. Each Order requires that You have completed the CDD Procedures applicable to the relevant Service and verification level, and that You comply with the authentication requirements set out in Clause 2.2.

3.1.2. Submission of Orders. To submit an Order, You must (i) provide valid and correct data to each requirement on the Platform, and (ii) confirm the Order by clicking the relevant confirmation button or equivalent action. Receipt of Your submission will be confirmed to You promptly on the Platform. Before submission, the Platform will display the type of Order, the contracting PAYBIS entity, the applicable fees and limits (if any). You may only bring claims arising in connection with an Order against the PAYBIS entity that entered into, or processed, that Order.

3.1.3. Limits. Each Order must meet the minimum value displayed on the Platform. Maximum limits may apply per Order, per day, per month, or per Account, depending on Your verification level, jurisdiction, and risk profile. Limits may be varied at any time and may differ between Exchange Orders, Execution Orders, and Transfer Instructions.

3.1.4. Fees. The fee model applicable to Your Order depends on the type of Order. Any applicable fee for the specific Order will be displayed to You on the Platform before You confirm the Order.

3.2. Authority and Independent Action

PAYBIS processes Orders strictly based on the explicit instructions, data, and parameters You provide. By submitting an Order, You acknowledge that You are acting independently and that PAYBIS has no obligation to exercise any specialised duty of care regarding Your financial outcomes (except where strictly required by Applicable Law and/or agreed otherwise in this Agreement). You bear sole responsibility for all trading decisions and actions.

3.3. Reasonable Efforts to Process Orders

PAYBIS undertakes to make reasonable efforts to process Orders in a timely manner. PAYBIS does not guarantee that any Order will be accepted, executed, or settled at any particular time. PAYBIS may delay the fulfilment of an Order in the following circumstances:

• (a) PAYBIS perceives a risk of illegal activity, fraud, or violation of Applicable Law and/or its procedures;
• (b) Unexpected increases in transaction volumes (e.g., on a weekend or bank holiday);
• (c) Latency, disruption, congestion, or other delay on the relevant distributed-ledger network;
• (d) Incorrect instructions or address information entered by You;
• (e) Applicable Law or a subpoena, court order, or government order requires the delay;
• (f) Travel Rule (Regulation (EU) 2023/1113) information is incomplete, inaccurate, or cannot be verified.

3.4. Right to Refuse Orders

PAYBIS may refuse to process or execute any Order if:

• (a) Processing the Order would result in non-compliance with Applicable Law or PAYBIS’ internal policies;
• (b) Processing the Order would pose an unacceptable risk to PAYBIS (credit, reputational, operational, or other);
• (c) There are insufficient funds (fiat) or crypto-assets to cover the Order and any applicable fees.

3.5. Force Majeure and System Failures

PAYBIS is not responsible for delays or failures arising as a consequence of problems in telecommunications, computer, or other systems; the blocking or closure of accounts; the freezing or holding of funds; political regime changes; civil strife; or the actions of third parties beyond PAYBIS’ reasonable control. PAYBIS may temporarily hold funds transferred from You if there are attempted attacks, hacking attempts, or cheating scripts targeting the Platform.

3.6. Liability for Incorrect Information

If You provide inaccurate or false information when submitting an Order (including, for example, a bank account number that belongs to a third party, or an incorrect destination wallet address) which causes the Order to fail, the costs and fees associated with refund, reversal, or remediation shall be borne by You. In implementing the return, all commission costs for crypto-asset or fiat transfers are deducted from the funds received from You.

3.7. Reversal and Cancellation

PAYBIS may cancel or reverse an Order in the following circumstances:

• (a) Reversal for cause. If PAYBIS’ examination reveals a violation of Applicable Law or this Agreement.
• (b) Technical errors. Due to unforeseeable and serious technical errors over which PAYBIS has no influence, an Order that has been concluded may be reversed if it contains an obvious error regarding price, volume, or crypto-asset that would be immediately recognisable to a reasonable Customer.
• (c) Abusive behaviour. PAYBIS may reverse or cancel an Order in case of abusive behaviour by You towards PAYBIS, the Platform, or while using the Services, including the exploitation of loopholes, the use of arbitrage opportunities, or manipulation of the Platform.

4. EXCHANGE SERVICES

4.1. Nature of Exchange Services

PAYBIS offers Exchange Services under which You may (i) buy crypto-assets from PAYBIS in exchange for fiat funds; (ii) sell crypto-assets to PAYBIS in exchange for fiat funds; or (iii) exchange one crypto-asset for another crypto-asset with PAYBIS (“Swap”). In an Exchange Order, PAYBIS is Your counterparty: the trade is concluded directly between You and PAYBIS.

4.1.1. Binding Agreement. The Exchange Order is entered into at the moment when You submit a Request for the Order and receive a Confirmation of the Order from PAYBIS. The Confirmation of the Order constitutes a binding agreement between You and PAYBIS. Any prices, exchange rates, charts, reference figures, or other market data displayed on the Platform otherwise than within an active Order quote are indicative only and do not constitute an offer by PAYBIS; they are an invitation for You to submit a Request for the Order. 

4.1.2. Completion of an Exchange Order. An Exchange Order is completed when: (i) PAYBIS transfers the required amount of the purchased crypto-asset to the wallet of Your choice (purchase); (ii) PAYBIS transfers the required fiat amount to the account You have indicated (sale); or (iii) in the case of a Swap, PAYBIS credits or transfers the target crypto-asset to the wallet or Account You have indicated, against Your delivery of the source crypto-asset.

4.1.3. No best-execution obligation. Because PAYBIS acts as principal under an Exchange Order, the best-execution obligation set out in Article 78 of MiCA and in Clause 6 below does not apply to Exchange Orders. You acknowledge that prices on the Platform may differ from prices on other venues. You should compare prices before submitting an Exchange Order if the best price is material to You. The following commercial-policy, pricing, and transparency rules apply to Exchange Orders, in accordance with Article 77 of MiCA:

• (a) Non-discriminatory commercial policy. PAYBIS maintains and applies a non-discriminatory commercial policy that sets out the categories of clients with whom PAYBIS agrees to enter into Exchange Orders and the conditions those clients must satisfy. PAYBIS applies that policy consistently to all clients within the same category. The policy operates subject to, and does not limit, the eligibility, customer-due-diligence, Restricted Jurisdiction, limit, suspension, and refusal provisions set out elsewhere in this Agreement, and any difference in treatment that results from those provisions, from Applicable Law, or from PAYBIS’ risk-management obligations is not regarded as discriminatory.
• (b) Firm price or pricing methodology. Before You confirm an Exchange Order, PAYBIS displays to You either a firm price for the relevant crypto-asset or the method by which that price is determined, together with any applicable fees. The price quoted to You is valid only for the limited period indicated on the Platform; if You do not confirm the Exchange Order within that period, the quote expires and a new price may be displayed reflecting the market conditions then prevailing.
• (c) Execution at the displayed price. PAYBIS executes Your Exchange Order at the price displayed to, and confirmed by, You at the time the Exchange Order is entered into in accordance with the "Binding Agreement" subclause above. PAYBIS does not execute a confirmed Exchange Order at a price less favourable to You than that displayed price. Where the quote has expired before confirmation, or where the Exchange Order cannot be executed at the displayed price for a reason outside PAYBIS' control, PAYBIS will not execute the Exchange Order at a different price without displaying that price to You for Your confirmation.
• (d) Publication of concluded transactions. PAYBIS publishes details of the Exchange Orders and transactions it concludes, including transaction volumes and prices, to the extent and in the manner required by Article 77(4) of MiCA. Such information may be published in aggregated form and does not identify any individual Customer.

4.2. Eligibility for Exchange Services (Selected Jurisdictions)

4.2.1. Canada. The sale of stablecoins is not permitted by the Canadian CSA. PAYBIS does not accept Orders involving stablecoins (e.g., Tether) from Individual Customers in Canada. By submitting stablecoin Orders, You confirm that You are not a resident of Canada.

4.2.2. United Kingdom. The list of Restricted Jurisdictions for the provision of Swap Services additionally includes the United Kingdom.

5. CUSTODIAN WALLET SERVICES

This section serves as PAYBIS’s official Custody Policy as required by MiCA. By agreeing to these Terms and Conditions, You understand and consent to how we look after Your crypto-assets when using our Custodian Wallet Services.

5.2. Overview & Eligibility

5.2.1. How the Wallet Works. We provide Custodian Wallet Services that let you safely store, hold, and send your supported crypto-assets directly through our Platform. We take care of all the complex security and private keys, giving You a convenient way to manage Your balance without needing to worry about managing your own cryptographic keys.

5.2.2. Restricted Jurisdictions. The list of Restricted Jurisdictions for the provision of Custodian Wallet Services additionally includes: Alabama, Alaska, Arizona, Arkansas, Connecticut, Florida, Georgia, Idaho, Iowa, Kentucky, Maine, Maryland, Michigan, Minnesota, Mississippi, Nebraska, Nevada, New Mexico, North Carolina, North Dakota, Ohio, Oklahoma, Oregon, Rhode Island, South Dakota, Vermont, Washington, and West Virginia; as well as the District of Columbia and the unincorporated territory of Puerto Rico; Canada; Haiti.

5.3. Ownership & Safekeeping of Your Assets

5.3.1. Your Ownership. You remain the legal and beneficial owner of the crypto-assets held with PAYBIS. PAYBIS does not use Your assets for its own operational, investment, or financial purposes. The safeguarded assets are protected such that PAYBIS’ creditors cannot satisfy their claims from them, including in the event of insolvency.

5.3.2. Segregation & Safekeeping. PAYBIS applies strict organisational and technical measures to ensure that your crypto-assets are safeguarded separately from PAYBIS’ own funds. Your assets are held in dedicated distributed-ledger addresses that are not commingled with PAYBIS’ assets at any time, in accordance with Article 75 of MiCA.

5.3.3. Transparency. Each Customer’s assets are maintained on-chain in a dedicated wallet address. You may independently verify your holdings through public blockchain explorers.

5.3.4. Statement of Position and Verification of Balances. You may verify the balance of the crypto-assets held in custody for You at any time through Your user account on the Platform, through the PAYBIS Application, or, where applicable, via a public blockchain explorer. In addition, PAYBIS will make available to You a statement of the position of the crypto-assets held for You at least once every three (3) months, and at any other time on Your request, in accordance with Article 75 of MiCA. The statement will be made available electronically through the Platform or the mobile application. Each operation affecting the balance of crypto-assets held for You is recorded, and the relevant register is updated, promptly following the operation. A summary of the rules governing PAYBIS’ custody of crypto-assets and the means of access to them is published on the Platform and is available to You on a durable medium on request.

5.3.5. Rights Attaching to Crypto-Assets; No Staking, Voting, or Similar Services. Where PAYBIS holds crypto-assets in custody for You, it provides safekeeping and administration only. PAYBIS does not exercise, facilitate, or enable any other right that may attach to those crypto-assets, including voting or other governance rights, staking, lending, or participation in airdrops, unless expressly agreed with You in writing as a separate service. You remain responsible for any action You wish to take in respect of such rights, save where the nature of custody prevents it.

Where an event occurs that creates, alters, or extinguishes rights attaching to crypto-assets held in custody for You — including a fork, airdrop, distribution, or similar event — PAYBIS will, so far as reasonably practicable and consistent with its operational and technical capabilities: (a) record the resulting change in the relevant client register without undue delay; (b) assess the effect of the event on You and on the crypto-assets held; and (c) inform You through the agreed communication channels, including by email to the address linked to Your Account and, where appropriate, by notice on the Platform. Any crypto-assets or rights newly created as a result of such an event belong to You, unless this Agreement or a separate written agreement with PAYBIS provides otherwise. PAYBIS does not warrant that it is able to support, capture, or make available every crypto-asset or right arising from such an event, and is not liable where supporting a given asset or right is not technically or operationally feasible or is precluded by Applicable Law.

5.3.6. Third-Party Infrastructure. For the technological implementation of wallet management, PAYBIS relies on secure infrastructure provided by trusted third-party providers. PAYBIS remains fully responsible towards you for the safekeeping of your assets under this Agreement and Applicable Law, in accordance with Article 75 of MiCA.

5.4. Using Your Wallet

5.4.1. Sending & Withdrawing Crypto. When you want to withdraw your crypto-assets, please ensure your wallet has enough funds to cover both the amount you want to send and any network or transaction fees. We cannot process withdrawals if your balance is insufficient.

5.5. Security & Liability

5.5.1. Security Arrangements. PAYBIS applies robust technical and organisational security measures, including encryption, multi-signature arrangements, segregation of duties, continuous monitoring, and additional controls for unusually large or suspicious withdrawals.

5.5.2. Liability for Custody. PAYBIS shall be liable to you for the loss of any crypto-assets or of the means of access to the crypto-assets as a result of an incident that is attributable to PAYBIS. The liability of PAYBIS shall be capped at the market value of the crypto-asset that was lost, at the time the loss occurred, in accordance with Article 75(8) of MiCA.

5.5.3. Exclusions of Liability. Incidents not attributable to PAYBIS include any event in respect of which PAYBIS demonstrates that it occurred independently of the provision of the relevant Service or of the operations of PAYBIS, such as a problem inherent in the operation of a distributed ledger that PAYBIS does not control.

5.6. Account Restrictions & Freezing

5.6.1. Account Checks. To keep our Platform safe, we reserve the right to decline your requests or temporarily freeze the crypto-assets in your wallet if we discover that you have provided false, incorrect, or misleading information during your account sign-up or verification.

5.6.2. Legal & Security Freezes. In limited circumstances, PAYBIS may freeze or restrict access to your assets — for example, to comply with legal obligations, sanctions, AML/CTF requirements, or where fraudulent or suspicious activity is detected.

5.7. Help & Support

5.7.1. Communication & Support. PAYBIS maintains clear and effective communication and provides customer support through secure channels (in-Platform helpdesk and email). Upon your request, PAYBIS provides a summary of this Custody Policy in electronic form.

6. EXECUTION OF ORDERS ON YOUR BEHALF

This Clause 6 constitutes and incorporates the Order Execution Policy of PAYBIS for the purposes of Article 78 of MiCA. By accepting this Agreement, You confirm that You have read and understood this Clause 6 and provide Your prior express consent to its application. PAYBIS’ role under this Clause 6 covers the service within the meaning of Article 3(1)(16)(e) of MiCA (execution of orders for crypto-assets on behalf of clients).

6.1. Scope and Role

When PAYBIS executes Execution Orders on Your behalf, PAYBIS acts as Your agent. PAYBIS receives Your instruction to acquire or dispose of a crypto-asset and routes it to a trading venue or third-party counterparty in accordance with this Execution Policy. PAYBIS is not the counterparty to an Execution Order. Execution Orders are not Exchange Orders, and the price-fixing mechanics do not apply.

6.2. Best Execution

6.2.1. General principle. PAYBIS shall take all necessary steps to obtain, when executing Your Execution Orders, the best possible result for You.

6.2.2. Execution factors. In the absence of specific instructions from You, PAYBIS shall determine the relative importance of the following execution factors based on the characteristics of (1) the Customer; (2) the Execution Order; (3) the crypto-asset to which the Execution Order relates; and (4) the execution venues to which the Execution Order may be directed:

• 6.2.2.1. The price of the crypto-asset;
• 6.2.2.2. The costs (including PAYBIS’ fees, execution venue fees, settlement costs, custody costs, and any other costs related to execution);
• 6.2.2.3. The speed of execution;
• 6.2.2.4. The likelihoodof execution and settlement;
• 6.2.2.5. The size of the Execution Order;
• 6.2.2.6. The nature of the Execution Order;
• 6.2.2.7. The security and safekeeping conditions of the crypto-assets involved;
• 6.2.2.8. Any other consideration relevant to the execution of the Execution Order.

6.2.3. Default weighting (retail clients). Where You are a retail client, the best possible result shall be determined in terms of the total consideration, representing the price of the crypto-asset and the costs related to execution. The other factors are given precedence over price and costs only where they are instrumental in delivering the best possible result in terms of total consideration to You.

6.2.4. Specific instructions. Where You give PAYBIS a specific instruction in respect of an Execution Order (for example, the choice of execution venue, a limit price, a time-in-force, or another specific parameter), PAYBIS shall execute the Execution Order following Your specific instruction. To the extent of the specific instruction, PAYBIS is deemed to have satisfied its best-execution obligation, and the standard execution criteria may not be applied. Warning: By providing a specific instruction, You acknowledge that the outcome may be less favourable than the outcome under PAYBIS’ standard best-execution approach, and that You bear all risk arising from execution in accordance with Your specific instruction.

6.3. Execution Venues and Venue Selection

6.3.1. Venues. PAYBIS executes Execution Orders on a selected set of Execution Venues, which may include (i) trading platforms for crypto-assets authorised under MiCA and (ii) counterparties outside trading platforms (including over-the-counter counterparties and liquidity providers). PAYBIS includes among its selected Execution Venues at least those venues that enable PAYBIS to obtain, on a consistent basis, the best possible result for the execution of client Execution Orders.

6.3.2. Selection criteria. PAYBIS selects Execution Venues based on a combination of factors, including: liquidity and market depth; reliability and continuity of operation; execution quality (speed, slippage, fill rates); transparency of prices and order books; security, cyber-resilience, and ICT integrity; compliance with EU regulatory standards (including MiCA and AML/CTF); supervisory status (where applicable); fees and total costs; settlement performance; and operational and counterparty risk.

6.3.3. Off-venue execution. PAYBIS may execute Execution Orders outside a trading platform for crypto-assets — for example, by trading over-the-counter with a third-party counterparty, by internalising the Execution Order against another client (subject to fair pricing), or by trading against a liquidity provider. By accepting this Agreement, You give Your express prior consent to off-venue execution. Off-venue execution may give rise to counterparty risk, including the risk that the counterparty fails to settle.

6.3.4. Single venue. Where there is only one possible Execution Venue for a given Execution Order, PAYBIS’ obligation to obtain the best possible result is deemed satisfied provided that PAYBIS has taken all necessary steps under this policy.

6.3.5. No inducements. PAYBIS does not receive any remuneration, rebate, commission, or non-monetary benefit from any Execution Venue, liquidity provider, or counterparty for routing Execution Orders to that venue, provider, or counterparty. Any non-monetary benefits permitted under Applicable Law and received by PAYBIS will be disclosed to You.

6.4. Order Handling

6.4.1. Prompt and fair execution. PAYBIS executes Execution Orders promptly, fairly, and expeditiously relative to Execution Orders of other clients and to PAYBIS’ own trading interests (subject to any specific instructions). Comparable Execution Orders are executed in sequence and promptly, unless the characteristics of the Execution Order or prevailing market conditions make this impracticable, or Your interests require otherwise.

6.4.2. Aggregation. PAYBIS may aggregate Your Execution Order with the Execution Orders of other clients or with its own orders only where (i) aggregation is unlikely to work to Your overall disadvantage, (ii) PAYBIS has put in place an order allocation policy that provides for fair allocation, and (iii) You have been informed that aggregation may work to Your disadvantage in relation to a particular Execution Order.

6.4.3. Information on difficulties. PAYBIS shall inform You promptly of any material difficulty relevant to the proper execution of Your Execution Order as soon as PAYBIS becomes aware of it.

6.4.4. Misuse of information. PAYBIS does not misuse information relating to pending Execution Orders and takes all reasonable steps to prevent the misuse of such information by any person within PAYBIS.

6.5. Monitoring and Review

6.5.1. Monitoring. PAYBIS monitors, on an ongoing basis, the effectiveness of its order-execution arrangements and Execution Policy to identify and, where appropriate, correct any deficiencies. PAYBIS regularly assesses whether the execution venues enable the best possible result for clients, or whether changes to the execution arrangements are required.

6.5.2. Annual review. PAYBIS reviews this Execution Policy and the list of execution venues at least annually, and whenever a material change occurs that affects PAYBIS’ ability to obtain the best possible result on a consistent basis (including a change in venue, a change in the regulatory status of a venue, or a material change in market structure).

6.5.3. Notification of material changes. PAYBIS will notify You, on a durable medium, of any material change to its order-execution arrangements or this Execution Policy.

6.6. Right to Demonstrate Compliance

On Your reasonable request, PAYBIS shall demonstrate to You that PAYBIS has executed Your Execution Orders in accordance with this Execution Policy. Such request should be made through the official support channel and shall be answered within a reasonable period.

6.7. Withdrawal of Consent

You may withdraw Your consent to this Execution Policy at any time before placing a new Execution Order by contacting PAYBIS through the official support channel. Withdrawal of consent disables Your ability to place new Execution Orders, but does not affect Execution Orders already executed, which remain valid and binding. Where Your consent is required specifically for off-venue execution, You may withdraw that consent without withdrawing Your overall consent to this Execution Policy, in which case PAYBIS will only execute Your Execution Orders on a trading platform for crypto-assets where this is possible.

6.8. Customer Categorisation

The application of this Execution Policy varies according to Your categorisation (retail client, professional client, eligible counterparty). Where You are categorised as a professional client or eligible counterparty, certain protections (in particular, the total-consideration default for retail clients) may not apply.

7. TRANSFER SERVICES

This Clause 7 constitutes and incorporates the Transfer Policy of PAYBIS for the purposes of MiCA and Regulation (EU) 2023/1113. By accepting this Agreement, You confirm that You have read and understood this Clause 7 and consent to its application.

7.1. Scope and Role

Transfer Services on the Platform allow You to submit a Transfer Instruction for the deposit of crypto-assets to Your Wallet, or the transfer of crypto-assets from Your Wallet to another blockchain address, wallet, or account of Your choice. Transfer Services are not Exchange Services or Execution Services. PAYBIS does not quote a price for a Transfer Instruction and does not act as counterparty or agent to a trade; PAYBIS’ role is limited to moving crypto-assets in accordance with Your instruction.

7.2. Completion

A Transfer Instruction is completed when:

• (a) The required amount of crypto-assets is received in, and credited to, Your Wallet (deposit); or
• (b) The required amount of crypto-assets is transferred from Your Wallet to the public blockchain address indicated by You (withdrawal).

7.3. Rules and Arrangements

7.3.1. Security of transfers. PAYBIS applies a combination of technical and organisational safeguards, including encryption and multi-level access controls; ongoing monitoring and incident detection; risk-management procedures for ICT, operational, and third-party risks; and incident-reporting channels.

7.3.2. Travel Rule. In accordance with Regulation (EU) 2023/1113, PAYBIS is required to collect, transmit, and verify information on the originator and the beneficiary of crypto-asset transfers. For transfers to or from self-hosted addresses, additional verification (including proof of control) may be required. PAYBIS may refuse, delay, or return transfers where Travel Rule information is incomplete, inaccurate, or cannot be verified.

7.3.3. Irreversibility. Crypto-asset transfers are generally irreversible once confirmed on the relevant distributed ledger. You are solely responsible for the accuracy of destination addresses and the choice of network. PAYBIS is not liable for losses arising from incorrect addresses, incorrect networks, or instructions submitted from Your Account.

7.3.4. Network fees. Network fees are payable by You and are passed through transparently. The applicable network fee is disclosed before You confirm the Transfer Instruction.

7.3.5. PAYBIS transfer fees. PAYBIS may charge a fee for outgoing transfers. Incoming transfers (deposits) are generally not subject to a PAYBIS fee, except where expressly stated on the Platform. Free internal transfers (e.g., between two PAYBIS Accounts of the same Customer, where supported) do not incur network fees because no on-chain transaction occurs; PAYBIS reserves the right to apply a fee or limit for internal transfers, as disclosed on the Platform.

7.3.6. Execution time. PAYBIS undertakes to process Transfer Instructions without undue delay. Settlement time depends on blockchain conditions, network congestion, fee selection, and required compliance checks (including Travel Rule verification). PAYBIS does not guarantee any specific settlement time.

7.3.7. Limits. Minimum and maximum limits per Transfer Instruction, per day, per month, and per Account may apply, depending on Your verification level, jurisdiction, and risk profile.

8. ADVISORY SERVICES

8.1. No Advice by Default

The fact that PAYBIS has made a crypto-asset or service available on the Platform does not constitute a recommendation by PAYBIS to buy, sell, hold, or otherwise deal in that crypto-asset or to use that service. Except where PAYBIS expressly provides Advisory Services to You under this Clause 8 in accordance with a separate written agreement, any communication, information, market data, educational content, or material made available to You by PAYBIS:

• (a) Is for informational purposes only;
• (b) Shall not be considered or construed as investment, financial, legal, tax, or trading advice;
• (c) Shall not be considered a personalised recommendation; and
• (d) Shall not be considered the provision of advice on crypto-assets within the meaning of Article 3(1)(24) of MiCA.

PAYBIS is not a bank and does not hold a deposit-taking authorization.

8.2. Engagement for Advisory Services

Where PAYBIS provides Advisory Services to You within the meaning of Article 3(1)(24) of MiCA, it does so only: (a) under a separate written agreement with You specifying the scope, duration, and fees of the Advisory Services; and (b) after the completion of the suitability assessment described in Clause 8.3, and subject to PAYBIS’ Conflicts of Interest Policy and the policies and procedures it maintains under Article 81 of MiCA.

8.3. Suitability Assessment

In accordance with Article 81 of MiCA, before providing Advisory Services to You, PAYBIS will assess Your suitability for the proposed crypto-assets or services, taking into account: (a) Your knowledge and experience in the relevant crypto-asset and the relevant services, and Your understanding of the relevant risks; (b) Your financial situation, including Your ability to bear losses; (c) Your investment objectives, including Your risk tolerance and investment horizon.

8.4. You undertake to provide PAYBIS with accurate, complete, and up-to-date information for the purposes of the suitability assessment, and to notify PAYBIS of any change in the information provided. PAYBIS may decline to provide Advisory Services if You do not provide the information requested or if PAYBIS considers that no recommendation can be made that would be suitable for You.

8.5. Independent or Non-Independent Basis

PAYBIS will inform You, prior to the provision of Advisory Services, whether the Advisory Services are provided on an independent or non-independent basis within the meaning of Article 81 of MiCA, and the consequences of that designation, including:

• (a) The range of crypto-assets considered (a sufficient range from different issuers, providers, or networks, for independent advice);
• (b) Any close links between PAYBIS and any issuer or provider of the crypto-assets recommended;
• (c) Whether PAYBIS will receive any fees, commissions, or non-monetary benefits from third parties in relation to the Advisory Services (independent advice is incompatible with retaining such inducements, save for minor non-monetary benefits disclosed in advance).

8.6. Suitability Statement to Retail Clients

Where You are a retail client, PAYBIS will provide You with a suitability statement before the conclusion of any transaction in connection with Advisory Services, setting out the advice given and explaining how it meets Your preferences, objectives, and characteristics. The suitability statement is provided in a durable medium.

8.7. Periodic Review

Where the Advisory Services are provided on an ongoing basis, PAYBIS will conduct a periodic review (at least annually, or more frequently where warranted by changes in the relevant crypto-assets or in Your circumstances) of the continued suitability of the advice given. PAYBIS will provide You with a periodic statement of the outcomes of the review.

8.8. Conflicts and Inducements

PAYBIS identifies, prevents, manages, and discloses conflicts of interest that may arise in the provision of Advisory Services in accordance with Article 72 of MiCA and PAYBIS’ Conflicts of Interest Policy. Any inducement that PAYBIS may receive or pay in connection with the Advisory Services will be disclosed to You in accordance with Applicable Law.

9. PAYMENT SERVICES AND ELECTRONIC MONEY TOKENS

9.1. Payment Institution Regime

The PI regime applies in particular to PAYBIS’ provision of services involving EMTs within the meaning of Article 3(1)(7) of MiCA, because the issuance of an EMT is regarded as issuance of electronic money under Article 48(1) of MiCA, and the services PAYBIS provides on EMTs accordingly constitute payment services under PSD2. Where a single transaction falls within both regimes — MiCA and PSD2 — PAYBIS complies with the obligations of both. Where the regimes overlap, the more protective rule applies in favour of the Customer.

9.2. PAYBIS is Not an EMT Issuer

PAYBIS does not issue EMTs. The EMTs supported on the Platform (including, where applicable, USDC, EURC, and other stablecoins) are issued by third parties authorised under Title IV of MiCA, EMD2, or as credit institutions, as the case may be. PAYBIS’ role in respect of EMTs is limited to:

• (a) The Exchange Services under which You may purchase EMTs from, or sell EMTs to, PAYBIS;
• (b) The Custodian Wallet Services under which PAYBIS holds EMTs on Your behalf in custody;
• (c) The Transfer Services / Payment Services under which PAYBIS transfers EMTs on Your instruction; and
• (d) The Execution of Orders under which PAYBIS executes Orders for EMTs on Your behalf.

9.3. Revocation of Consent

You may withdraw consent to an EMT payment transaction at any time, but no later than the moment the transaction becomes irrevocable. For EMT transfers on a distributed ledger, a transaction becomes irrevocable once the Order is transmitted to the relevant blockchain network.

9.4. Unauthorised or Incorrectly Executed Transactions

You must notify PAYBIS of any unauthorised or incorrectly executed EMT payment transaction without undue delay, and in any event no later than 13 months after the debit date. PAYBIS will refund unauthorised EMT payment transactions in accordance with Applicable Law. Your liability for unauthorised transactions arising from the loss, theft, or misappropriation of your authentication credentials or payment instrument is limited to EUR 50, unless You acted fraudulently or with gross negligence. You bear no liability for unauthorized transactions occurring after You have notified PAYBIS of the loss, theft, or misappropriation, except where You have acted fraudulently.

9.5. Execution Times

For EMT transfers on the relevant distributed ledger, execution and settlement times depend heavily on network conditions, blockchain congestion, the destination address, and mandatory Travel Rule verification (Regulation (EU) 2023/1113).

9.6. Limits

Limits on the value, frequency, and corridors of Payment Services and EMT operations are set out on the Platform and may be varied by PAYBIS based on Your verification level, jurisdiction, and risk profile.

10. FEES, PAYMENT TERMS AND TAXES

10.1. Payment Obligation

You agree to pay PAYBIS all applicable service fees charged for Transactions conducted on or through the Platform. You will be fully informed of the exact fees applicable to Your transaction before You submit any Order. Service fees become due once PAYBIS accepts Your Request for the Order. If a different due date is set out in the Confirmation of the Order, that date shall apply.

10.2. Tax Responsibilities and Regulatory Reporting

You are solely and exclusively responsible for determining, reporting, and paying any and all taxes, duties, or levies that apply to Your transactions or use of the Services under Your local jurisdictions. PAYBIS does not provide tax, accounting, or financial advice of any kind.

10.3. Mandatory Reporting

You acknowledge and agree that PAYBIS may be legally required to report Your Transactions and financial data to competent tax and regulatory authorities under relevant international frameworks and may be subject to similar regional reporting mandates. PAYBIS does not provide tax advice. Where required by Applicable Law, PAYBIS may deduct and withhold tax and report Customer information to competent tax authorities.

11. SUSPENSION

11.1. Ongoing Monitoring and Security Checks

PAYBIS is required, under Applicable Law and its own risk-management framework, to continuously monitor the transactional behaviour and Account activity of its Customers. Any Order, transaction, deposit, or withdrawal may be subject to review, delay, suspension, or freezing. Whether such a measure is applied depends on a range of factors, including whether the relevant Order or activity appears unusual, suspicious, or inconsistent with Your prior behaviour, as assessed by PAYBIS’ internal security, fraud-detection, and compliance systems. Where an Order is selected for individual review, fulfillment may be subject to longer waiting periods than would otherwise apply.

11.2. Grounds for Suspension

PAYBIS may apply any of the measures described in this Clause where it has reasonable grounds to believe, or is required by Applicable Law to act on the basis, that one or more of the following circumstances exists:

• 11.2.1. A breach, or suspected breach, of this Agreement or any policy incorporated into it;
• 11.2.2. A requirement under Applicable Law, or a request, order, or direction from a competent court, regulator, law-enforcement authority, or other public body;
• 11.2.3. A reasonable suspicion of fraud, money laundering, terrorist financing, sanctions evasion, market abuse, or other unlawful, prohibited, or fraudulent activity;
• 11.2.4. A reasonable belief that Your Account has been, or is at risk of being, accessed without authorisation, compromised, or used by a third party;
• 11.2.5. The provision by You of information that is false, inaccurate, incomplete, outdated, or misleading, or Your failure to complete or pass identity verification, due-diligence, or source-of-funds checks;
• 11.2.6. A dispute, uncertainty, or conflicting claim regarding the ownership of, or entitlement to, Your Account or any assets held in it;
• 11.2.7. A credit, insolvency, security, or operational risk that PAYBIS reasonably considers material; or
• 11.2.8. Any other circumstance in which PAYBIS reasonably considers that a measure is necessary or appropriate to protect You, other Customers, PAYBIS, the integrity of the Platform, or to comply with its legal or regulatory obligations.

11.3. Examination of Cause

Where grounds for contractual or regulatory action exist or are reasonably suspected, PAYBIS shall conduct an objective and factual examination to determine whether the suspicions are substantiated. During the course of this examination, PAYBIS reserves the right to implement any of the following administrative measures on either a temporary or permanent basis:

• (a) Restricting Specific Services: Restricting Your ability to utilize particular Platform features or Services;
• (b) Freezing Account Functionalities: Freezing targeted operational functions within Your Account, effectively halting all incoming deposits, outgoing withdrawals, and transactional activity; and/or
• (c) Suspending the Account in Full: Suspending Your Account in its entirety, thereby completely revoking Your access to the Account and the Platform.

11.4. Duration and Lifting

Any measure applied under this Clause will remain in place only for as long as the grounds giving rise to it continue to exist, or for as long as PAYBIS is required or permitted to maintain it under Applicable Law. If an Order could not be carried out because of a measure taken under this Clause, PAYBIS shall not be required to allow You to place a fresh Order at the same price, rate, or terms as the Order that was affected by the suspension, freeze, block, or cancellation; any new Order will instead be subject to the market conditions prevailing at that time.

11.5. Notice

In case PAYBIS suspends, freezes, blocks, reverses, or cancels your Order or Account, PAYBIS will give notice to You, unless prohibited by Applicable Law from doing so. PAYBIS is not obligated to disclose any findings or information acquired by its security and risk-management procedures.

12. Term and Termination

12.1. Term

The contractual relationship between PAYBIS and You commences and becomes legally binding upon Your acceptance of this Agreement, and it shall continue for an indefinite duration unless terminated in accordance with the provisions set forth herein.

12.2. Termination by You

You may at any time terminate the entire contractual relationship with PAYBIS by closing Your Account for all Services You use. You may not be able to terminate Your Account where (i) Your Account is subject to freezing, suspension, or blocking, (ii) You have outstanding amounts owed, or (iii) You have made an Order that has not yet been accepted or rejected.

12.3. Termination by Paybis

PAYBIS may terminate Your Account, or any Service, with immediate effect where an important reason exists that, taking into account the legitimate interests of both parties, makes continuation of the contractual relationship unreasonable for PAYBIS. Where the relevant circumstance is capable of being remedied and Applicable Law does not require immediate action, PAYBIS will, so far as reasonable and lawful, first ask You to remedy it within a reasonable period before terminating. An important reason includes, in particular, any of the following:

• 12.3.1. PAYBIS is required to terminate, restrict, or refrain from continuing the relationship in order to comply with (i) Applicable Law, in particular legislation on the prevention of money laundering and terrorist financing, sanctions, and the Travel Rule; (ii) its internal policies adopted on the basis of such law; (iii) any request, order, or direction of a court, supervisory authority, or other competent public body; or (iv) any applicable sanctions programme;
• 12.3.2. You become, or are found to be, a person with whom PAYBIS is prohibited or restricted from dealing under any applicable sanctions or similar measure, or You are acting on behalf of, or for the benefit of, such a person;
• 12.3.3. You commit a material breach of this Agreement, or You repeatedly breach Your obligations under it and fail to remedy the breach within a reasonable period after being requested to do so, where the nature of the breach permits remedy;
• 12.3.4. PAYBIS establishes, on reasonable and documented grounds, that information or documentation You have provided is false, inaccurate, incomplete, outdated, or misleading, or that You have failed to complete, or to pass, identity-verification, customer-due-diligence, or source-of-funds or source-of-wealth checks;
• 12.3.5. PAYBIS has reasonable and documented grounds to suspect that You have engaged in, or that Your Account or the Services have been used for, fraud, money laundering, terrorist financing, sanctions evasion, tax evasion, or any other unlawful, prohibited, or fraudulent activity;
• 12.3.6. an official investigation, prosecution, or comparable proceeding has been commenced or credibly threatened against You by a competent public authority (including a public prosecutor or tax authority) in connection with a breach of criminal, administrative, or tax law, or You have been formally charged with or convicted of such a breach, in any relevant jurisdiction;
• 12.3.7. You incur excessive chargebacks, reversals, refunds, returns, or comparable payment-reversal events, or You direct fraudulent activity at PAYBIS or at any payment-service provider;
• 12.3.8. PAYBIS has reasonable grounds to believe that Your Account has been, or is at material risk of being, accessed or used without authorisation, compromised, or operated by a person other than You;
• 12.3.9. You use, or attempt to use, the Services for a purpose that is unlawful, that is prohibited under this Agreement, or that falls outside the purpose for which the Services are provided, including circumventing applicable limits or controls, or operating multiple Accounts without authorisation;
• 12.3.10. You behave abusively, threateningly, or offensively towards PAYBIS’ personnel, or You repeatedly fail to cooperate with reasonable requests necessary for PAYBIS to meet its legal or contractual obligations;
• 12.3.11. You lose Your legal capacity to act, or You die, in which case the Account and all related Transactions may be suspended until it has been established, in accordance with Applicable Law, who is entitled to deal with the assets;
• 12.3.12. Insolvency, bankruptcy, liquidation, or analogous proceedings are opened in respect of You, or You become unable to meet Your financial obligations as they fall due; or
• 12.3.13. Continuation of the relationship would expose PAYBIS to a material legal, regulatory, financial, or reputational risk that PAYBIS cannot adequately mitigate by less intrusive means, where such risk arises from Your conduct or circumstances.

12.4. Withdrawal from a Market

PAYBIS may terminate this Agreement, and close Your Account, on not less than one (1) month’s prior notice where it decides to cease offering the Services in Your jurisdiction. Such a decision may be taken, in particular, where:

• 12.4.1. The continued provision of the Services in Your jurisdiction has become economically unviable or unsustainable;
• 12.4.2. An authorisation, registration, licence, or passporting right that PAYBIS relies on to provide the Services in Your jurisdiction is withdrawn, suspended, restricted, lapses, is not renewed, or becomes subject to conditions that PAYBIS cannot reasonably meet;
• 12.4.3. A change in, or amendment to, Applicable Law, or in its interpretation or enforcement, makes the provision of the Services in Your jurisdiction unduly burdensome, uncertain, or impractical;
• 12.4.4. PAYBIS loses access to a banking, payment, liquidity, custody, or other third-party arrangement that is necessary to provide the Services in Your jurisdiction and cannot reasonably replace it;
• 12.4.5. Continued operation in Your jurisdiction would expose PAYBIS to a legal, regulatory, tax, sanctions, financial, or reputational risk that it cannot adequately mitigate by less far-reaching means; or
• 12.4.6. PAYBIS takes a commercial decision to discontinue or restructure its offering in Your jurisdiction.

This one (1) month notice period does not apply where PAYBIS is compelled to suspend, withdraw, or discontinue its Services, or to cease operating in Your jurisdiction, in order to comply with a change in Applicable Law, a binding compliance obligation, or a direction or order of a competent supervisory authority; in that event PAYBIS may terminate the affected Services with immediate effect. Wherever PAYBIS terminates under this Clause, it will give You as much advance notice as is lawfully and practically possible and, so far as feasible, will afford You a reasonable opportunity to withdraw or transfer Your Stored Crypto-Assets in accordance before closure takes effect.

12.5. Termination of Specific Services or Products

Discontinuation of a Service or Crypto-Asset. PAYBIS may cease providing a particular Service, or supporting a particular crypto-asset, on not less than one (1) month's prior notice. Such a decision may be taken, following a risk assessment, in particular where:

• 12.5.1. The continued provision of the Service, or support for the crypto-asset, has become economically unviable or unsustainable;
• 12.5.2. The crypto-asset, or the Service, no longer meets PAYBIS’ listing, risk, or compliance criteria, including as a result of insufficient liquidity, market integrity concerns, or a material change in the characteristics of the crypto-asset or its underlying network;
• 12.5.3. PAYBIS loses access to a banking, payment, liquidity, custody, technical, or other third-party arrangement necessary to provide the Service or support the crypto-asset, and cannot reasonably replace it;
• 12.5.4. Continued provision or support would expose PAYBIS to a legal, regulatory, tax, sanctions, financial, or reputational risk that it cannot adequately mitigate by less far-reaching means; or
• 12.5.5. PAYBIS takes a commercial decision to discontinue or restructure the relevant Service or its supported-asset range.

By way of exception to that notice period, PAYBIS may suspend or discontinue any specific Service, or its support for any particular crypto-asset, with immediate effect and without prior notice where doing so is necessary to comply with Applicable Law, a binding regulatory obligation, or an order of a competent authority, or where it is required to address a critical security vulnerability or a severe technical disruption. Where PAYBIS acts on such an immediate basis, it will notify You as soon as reasonably practicable and, so far as feasible, will give You a reasonable opportunity to withdraw, transfer, or — where available — sell any affected Stored Crypto-Assets before the discontinuation takes effect.

12.6. Succession Upon Death

Once PAYBIS has been notified of Your death and has received proof of death in a satisfactory form, the Account will be suspended and blocked, for security reasons, until the persons entitled to the estate, and their respective shares, have been established in accordance with Applicable Law. Entitlement will be determined on the basis of the documents required under the law governing the succession — in particular, for an estate administered in Latvia, an inheritance certificate (mantojuma apliecība) issued by a sworn notary (zvērināts notārs), or another document confirming the right to inherit; and, for a cross-border estate within the European Union, a European Certificate of Succession or an equivalent recognised instrument. Where the succession is contested, PAYBIS may require a ruling of a court having competent jurisdiction over the estate before releasing any assets.

Once entitlement has been satisfactorily established, PAYBIS will inform the executor, administrator, or heir(s) of the steps required and will deal with the assets held in or for the Account in accordance with their lawful instructions and Applicable Law, subject to prior settlement of any amounts owed to PAYBIS and to completion of the identity-verification, due-diligence, and other legal requirements applicable to those persons.

12.7. Effects of Termination

12.8. Survival. Any provisions of this Agreement that ought to survive termination to settle any rights or obligations shall continue to apply until all such rights and obligations have been settled.

13. LIABILITY AND INDEMNIFICATION

14. CHANGES TO THIS AGREEMENT

15. DATA PROTECTION

16. COMPLAINTS POLICY

17. RISK DISCLOSURE

18. DISCLAIMER

19. RESOLUTION OF DISPUTES AND APPLICABLE LAW

20. FORM OF THE TERMS AND CONDITIONS

21. LANGUAGE CLAUSE

22. REFUND POLICY

23. MISCELLANEOUS

SCHEDULE 1 - TERMS AND CONDITIONS: ORGANISATIONS (LEGAL ENTITIES / CORPORATES)

1. DEFINITIONS

2. OPENING AND USING YOUR BUSINESS ACCOUNT

3. TAX COMPLIANCE

4. CONFIDENTIALITY

5. DATA PROTECTION

6. RECORDS AND AUDIT

7. TERMINATION

8. LIMITATION OF LIABILITY

9. CHANGES TO THIS SCHEDULE 1

10. GOVERNING LAW AND JURISDICTION (CORPORATES)

Schedule 2 — RISK DISCLOSURES

A. General Risks

B. Risk of Depreciation in Value, Liquidity, and Extreme Volatility

C. Regulatory and Jurisdictional Risk

D. Security and Access Risks

E. Risks Associated with Crypto-Assets and Crypto-Markets

F. Custody Risk