Brighty Business Client Terms and Conditions

These Business Client Terms and Conditions (the “Terms”) constitute a legally binding agreement between the corporate client identified during onboarding (the “Client”, “you” or “your”) and BTY Digital AG (“BTY”, “Brighty”, “we”, “us” or “our”), a Swiss stock corporation (Aktiengesellschaft) with registered office at Mühlegasse 18, 6340 Baar, Switzerland, Swiss UID CHE-352.538.716.

BTY Digital AG is affiliated with VQF, a self-regulatory organisation recognised by the Swiss Financial Market Supervisory Authority (FINMA) under the Swiss Anti-Money Laundering Act (AMLA), as SRO member no. 100917, and is classified by VQF as a Virtual Asset Service Provider (VASP). This affiliation concerns AML/CFT supervision and does not constitute a banking licence or a general prudential licence from FINMA.

These Terms govern the Client’s use of the Brighty business platform at business.brighty.app (the “Platform”) and the services made available by BTY through the Platform. The Client becomes a customer of BTY only after completing BTY’s onboarding process, satisfying applicable due diligence requirements, accepting these Terms and being accepted by BTY. No prior relationship with Brighty Digital UAB, Wireflexion sp. z o.o. or any other Brighty group entity automatically creates or transfers a customer relationship to BTY.

1. SERVICES

BTY provides services to corporate clients depending on eligibility, jurisdiction, risk assessment, technical availability and the relevant third-party arrangements. They may include the following:

1.1 Crypto Accounts

BTY offers multi-chain Crypto Accounts through which Clients may hold, receive and transfer supported crypto-assets.

For the receipt of crypto-assets, Clients are allocated individual blockchain addresses or accounts. BTY currently uses third-party infrastructure providers, including DFNS, for the provision and operation of such infrastructure. The individual receiving addresses are segregated blockchain addresses allocated to the relevant Client and are not pooled with the crypto-assets of other Clients. The relevant Client may access and use the assets allocated to its Crypto Account at any time (the “Segregated Crypto Accounts”).

BTY holds custody of the relevant Crypto Accounts, including the private keys associated with the respective wallets.

Following receipt, crypto-assets may be swept from a Client’s individual receiving address into omnibus accounts used for operational settlement (the “Omnibus Crypto Account”). Assets held in an Omnibus Crypto Account are not maintained on separately identifiable blockchain addresses for each Client and may therefore be pooled with assets attributable to other Clients. They are, however, never commingled with BTY’s own assets.

BTY maintains each Client’s individual entitlement and balance separately in its internal ledger. BTY reconciles the aggregate amount of Client assets held through the relevant infrastructure against the aggregate Client liabilities recorded in its internal ledger.

Crypto-assets held in an Omnibus Crypto Account may be transferred to relevant third-party providers for the execution or settlement of other BTY services, including liquidity providers for Currency Conversion or card providers for card settlement. Such transfers are made solely for the relevant transaction or settlement purpose and, in the case of assets held under the settlement exemption, within the applicable statutory settlement period.

Following completion of the relevant transaction or settlement, the corresponding assets may be returned to the Omnibus Crypto Account and subsequently transferred back to the relevant Segregated Crypto Account.

Client balances in Segregated Crypto Accounts may be held for an indefinite period. Assets held in an Omnibus Crypto Account are held solely for the transfer, execution or settlement of the relevant connected service and are therefore held only for the period necessary for that purpose, subject to the applicable statutory limits.

No interest or other remuneration is paid on Crypto Accounts. Client assets are not invested, staked, lent or deployed in DeFi protocols. Client assets are not used to fund BTY’s own liquidity or proprietary activities and are not pledged or otherwise encumbered.

To the extent applicable, BTY relies on the relevant exemptions under Swiss banking law in respect of Client assets held through its account structure. In particular, BTY may rely on the settlement-account exemption for assets held for the settlement of Client transactions within the applicable statutory period. BTY may also rely on the Swiss sandbox regime where its conditions, including the applicable aggregate threshold and client information requirements, are satisfied.

1.2 Fiat Payment Accounts

BTY intends to offer Fiat Payment Accounts under white-label arrangements with third-party banking and payment providers.

Clients are onboarded to the relevant third-party provider and may receive individual virtual accounts or other account identifiers allocated to them by that provider (the “Segregated Fiat Payment Accounts”). BTY provides the Client-facing interface and related operational services connected to the provider’s infrastructure.

Funds held in a Segregated Fiat Payment Account are held by the relevant third-party provider, which is the Client’s account counterparty. The identity of the legal account provider or account holder, the applicable safeguarding arrangements and the insolvency treatment of Client funds are governed by the relevant provider agreement and applicable provider terms and are specified separately for each arrangement.

BTY may also maintain omnibus settlement accounts with relevant third-party providers into which Client funds may be swept for settlement and operational processing (the “Omnibus Fiat Payment Accounts”). In such cases, individual Client entitlements are recorded separately in BTY’s internal ledger.

The Segregated Fiat Payment Accounts are not accounts held by BTY. In respect of Omnibus Fiat Payment Accounts, BTY may rely on the applicable Swiss banking-law exemption where the relevant statutory conditions are satisfied, including the settlement-account exemption and, where applicable, the sandbox regime.

1.3 Transfers

BTY may execute fiat and crypto transfers, including payments and payouts, on the Client’s instruction through its web interface or API.

Fiat transfers may be processed through banking and payment rails, including SEPA and SWIFT. Crypto transfers are processed on the relevant blockchain networks.

For each transfer, the payer or beneficiary is a counterparty to the relevant transaction only. BTY’s permanent contractual relationship is with the Client.

Transfers are executed solely against balances already available and recorded for the relevant Client within BTY’s system. BTY does not pre-fund Client transactions and does not provide overdrafts, advances or other forms of credit in connection with Transfers. The system permits a transaction only where sufficient cleared Client funds are available to cover the transaction and any applicable fees.

Once instructed by the Client, a transfer is processed as quickly as permitted by the relevant infrastructure and payment rail. Actual processing times depend on the applicable provider and payment rail, including SEPA or SWIFT processing times and cut-off times, as well as any AML, sanctions or other compliance checks that may be required.

1.4 Currency Conversion

BTY may provide execution-only Currency Conversion services, including crypto-to-fiat, fiat-to-crypto and fiat-to-fiat conversions, on the Client’s instruction and against the Client’s available and cleared balance.

BTY does not finance or advance funds for Currency Conversion. Except where a conversion is automatically executed as part of a card transaction under the applicable card terms, the Client is shown the applicable rate before execution and must accept it before the conversion is completed.

A Currency Conversion may be provided as a standalone transaction or as part of another BTY service. For example, where a Client instructs a EUR payment funded from a crypto balance, the required crypto-to-EUR conversion may form part of the payment flow.

Each Client conversion is executed on a matched, back-to-back basis with a third-party liquidity or execution provider. BTY does not take a proprietary directional position in connection with Client conversions and does not conduct proprietary investment trading through such transactions.

Fiat-to-fiat exchange may be offered both as part of payment transactions and as a standalone service, subject to the currency pairs available through the relevant liquidity provider. Any applicable spread or fee is disclosed or otherwise made available to the Client in connection with the transaction.

1.5 Payment Cards

Where available, Payment Cards are provided through third-party providers for Clients’ business and operational expenses. BTY does not issue the Payment Cards.

The card programme is provided through third parties, including Monavate as BIN sponsor and programme partner, Marqeta as card-processing infrastructure provider and AllPay as physical card production and personalisation provider. The regulated issuer identified in the applicable cardholder terms is the legal issuer of the cards.

The party contracting with the Client and cardholder, and the allocation of safeguarding, AML, complaints, chargeback and operational responsibilities, are governed by the applicable card-programme agreements and cardholder terms.

The Payment Cards are not credit products. They do not provide an overdraft or deferred-payment facility and may be used only against available funds in a linked Crypto Account or Fiat Payment Account. Where required to complete a card transaction, Currency Conversion may be performed automatically in accordance with the applicable card terms.

1.6 Account-Structure Exemptions

BTY may operate omnibus account structures without obtaining a Swiss banking or FinTech licence where the relevant statutory exemption applies and all applicable conditions are satisfied. The availability and use of an exemption depend on the nature of the funds, the purpose and duration for which they are held, the applicable thresholds and the other conditions imposed by Swiss law.

In particular, BTY may rely on the following exemptions where applicable:

(a) Settlement-account exemption. Client funds may be held for the purpose of executing or settling a Client transaction and, subject to the applicable conditions, may be held for a maximum period of 60 days from receipt before being returned to the Client or forwarded for settlement of the relevant transaction. FINMA has confirmed the 60-day settlement period for this exemption.

(b) Sandbox regime. Where the applicable conditions are satisfied, BTY may accept public deposits within the statutory CHF 1 million threshold without a banking licence. The sandbox is not subject to FINMA supervision and the relevant deposits are not covered by the Swiss deposit protection scheme. Clients must be informed in advance of these facts.

Where BTY relies on the sandbox regime, the required disclosure will be provided to the Client before the Client deposits funds. The applicable statutory requirements and restrictions, including the CHF 1 million aggregate threshold and the prohibition on interest-rate-differential business, will be observed.

BTY’s use of an exemption does not constitute a representation that it is supervised by FINMA or licensed as a bank or FinTech institution. Where a third-party bank or payment institution provides the relevant account or payment infrastructure, that provider’s regulatory status and contractual terms apply separately.

BTY may add, modify, restrict, suspend or discontinue a service where reasonably required for legal, regulatory, risk, security, provider, technical or commercial reasons.

2. AVAILABILITY AND THIRD-PARTY DEPENDENCIES

The Platform and Services depend on blockchain networks, banking rails, payment institutions, liquidity providers, custodial or wallet infrastructure, card providers, technology vendors and other third parties. BTY does not control all such systems and does not guarantee uninterrupted or error-free availability.

BTY may suspend or limit access for maintenance, security, provider outages, network disruption, regulatory requirements or other circumstances reasonably affecting the Services. Where reasonably practicable, BTY will provide notice of material planned interruptions.

Execution prices for digital assets and currencies may change rapidly. A displayed indicative price is not guaranteed until a transaction is executed or otherwise confirmed in accordance with the Platform flow.

3. ONBOARDING, KYB AND AML/CFT

Each prospective Client must complete a separate BTY onboarding process. BTY independently determines whether to establish a business relationship with the applicant. No account may be activated and no transaction may be carried out until BTY has completed the information, identification, beneficial ownership, customer-profile and risk-assessment requirements applicable to the relationship.

The Client must provide accurate, complete and up-to-date information and documents requested by BTY, which may include corporate registration documents, authorised-signatory information, ownership and control information, beneficial-owner information, source of funds or wealth information, financial information, expected transaction activity, bank-account or wallet information and explanations or supporting evidence concerning particular transactions.

BTY may conduct sanctions, PEP, adverse-media, fraud, wallet, transaction and other risk screening and may request enhanced due diligence or additional clarification. BTY may refuse, restrict, suspend or terminate a relationship or transaction where information is insufficient, risks fall outside BTY’s risk appetite, or action is required by Applicable Law or competent authorities.

The Client must promptly notify BTY of any material change to information previously provided, including changes in ownership, control, directors, authorised persons, business activity, regulatory status, address, expected transaction activity or source of funds.

4. CLIENT ACCOUNT AND SECURITY

The Client must maintain accurate account information and ensure that access credentials, passwords, API keys, authentication devices and other security credentials are kept confidential and used only by authorised persons. The Client must notify BTY without undue delay if it suspects unauthorised access, compromise or misuse.

The Client is responsible for instructions submitted through its authorised account or credentials, except to the extent otherwise required by mandatory law. BTY may delay or reject an instruction where authentication, compliance, security, liquidity or technical requirements are not satisfied.

5. FEES AND PRICING

Fees, spreads, account charges, platform charges and other pricing applicable to the Client may be set out in a fee schedule, commercial proposal, order form, Platform disclosure or other written communication accepted by the Client. Pricing may vary by service, volume, currency, risk profile and provider arrangement.

BTY may amend fees prospectively by providing reasonable notice, except where an immediate change is reasonably required because of law, regulation, taxation, third-party provider pricing or urgent risk considerations. The Client is also responsible for applicable network, banking, intermediary, correspondent or third-party charges where disclosed or reasonably attributable to its transaction.

Unless otherwise stated, fees are exclusive of taxes. The Client is responsible for taxes applicable to it and for its own tax reporting obligations.

BTY may charge administrative account closure fees. Such fees may be deducted from the Client’s available account balance, to the extent permitted by applicable law. Where the applicable fee and deduction mechanism have been validly incorporated into the contractual relationship, no separate fee-specific notification or additional consent shall be required at the time of Account closure, except where otherwise required by applicable law.

6. TRANSACTIONS AND CLIENT INSTRUCTIONS

The Client may submit instructions only for lawful business purposes and in accordance with these Terms, applicable product rules and the Platform. BTY may establish transaction limits, supported currencies or assets, cut-off times, minimum amounts and other operational conditions.

Blockchain transactions may be irreversible once broadcast or confirmed. The Client is responsible for checking wallet addresses, networks, beneficiary details and payment information before submitting an instruction. BTY is not required to recover assets sent to an incorrect or unsupported address or network, although it may attempt recovery where technically possible and may charge reasonable costs.

BTY may refuse, delay, cancel or suspend a transaction where reasonably necessary for AML/CFT, sanctions, fraud prevention, security, legal, regulatory, provider, liquidity or technical reasons. BTY may be unable to disclose the reason where disclosure is prohibited by law.

7. PROHIBITED USE AND CLIENT OBLIGATIONS

The Client must comply with all laws applicable to its use of the Services and must not use the Platform or Services for money laundering, terrorist financing, sanctions evasion, fraud, unlawful trade, deception, market abuse or any other illegal purpose.

The Client represents that all information and instructions it provides are accurate, lawful and authorised. The Client must not use another person’s identity, conceal beneficial ownership, provide misleading information or attempt to circumvent controls, limits or restrictions.

BTY may maintain and update prohibited or restricted activity criteria based on Applicable Law, VQF requirements, provider restrictions and BTY’s risk appetite.

8. THIRD-PARTY SERVICES

Certain Services are delivered wholly or partly through third-party financial institutions or service providers. Separate third-party terms may apply and, where required, the Client must enter into a direct contractual relationship with the relevant provider.

Where a third party is the legal provider of a payment account, card, safeguarding arrangement or other regulated service, the Client’s rights relating to that service may also be governed by the third party’s terms. BTY remains responsible for its own obligations under these Terms but is not responsible for matters exclusively within a third party’s control, except to the extent BTY caused or materially contributed to the relevant failure or mandatory law provides otherwise.

9. INTELLECTUAL PROPERTY

BTY, its affiliates and/or their licensors retain all intellectual property rights in the Platform, software, interfaces, content, trademarks, logos and related materials. The Client receives only a limited, non-exclusive, non-transferable right to access and use the Platform for its internal business purposes during the term of the relationship. The Client may not copy, reverse engineer, distribute, sublicense or create derivative works except to the extent permitted by mandatory law or expressly agreed in writing.

10. DATA PROTECTION AND RECORDS

BTY processes personal and business information in accordance with its applicable Privacy Notice and Applicable Law. Information may be shared with service providers, financial institutions, counterparties, VASPs, compliance vendors and competent authorities where necessary to provide the Services, comply with legal or regulatory obligations, prevent fraud or manage risk.

BTY will retain AML/CFT and transaction records for the period required by Applicable Law. Under the Swiss AML framework, relevant records may be retained for at least ten years following termination of the relevant business relationship or completion of the relevant transaction.

11. TRAVEL RULE AND TRANSFER INFORMATION

For transfers subject to applicable Travel Rule requirements, BTY may collect, verify, retain and transmit information concerning the originator, beneficiary, wallet or account, transaction and relevant financial institution or VASP. The Client must provide complete and accurate information requested for this purpose.

BTY may delay, reject or suspend a transfer if required Travel Rule information is missing, inaccurate, inconsistent or cannot be verified. Information may be transmitted to counterpart financial institutions, VASPs, service providers or competent authorities as required by Applicable Law.

12. NO INVESTMENT ADVICE

BTY provides execution and payment-related services and does not provide investment, legal, tax or financial advice under these Terms. Market information, rates, educational materials or other information made available through the Platform is provided for informational purposes only. The Client is responsible for determining whether a transaction is appropriate for its own business and circumstances.

13. DIGITAL-ASSET RISKS

Digital assets involve material risks, including price volatility, liquidity risk, blockchain or protocol failure, forks, cyber-security incidents, loss or compromise of private keys, smart-contract vulnerabilities, regulatory change and operational failures of third-party providers. The Client acknowledges these risks and is responsible for evaluating them before entering into transactions.

BTY does not guarantee the value, liquidity or future availability of any supported digital asset. BTY may decide whether and how to support a blockchain fork, airdrop, migration or similar event, taking into account legal, technical, security and provider considerations.

14. SUSPENSION, TERMINATION AND ACCOUNT CLOSURE

The Client may request closure of its BTY relationship by contacting support@brighty.app or using any closure functionality made available on the Platform. Before closure, the Client must settle outstanding obligations and provide valid instructions for the transfer or withdrawal of remaining assets, subject to legal and compliance requirements.

BTY may suspend, restrict or terminate the Client’s account or Services where reasonably necessary because of breach of these Terms, AML/CFT or sanctions concerns, fraud or security risk, failure to provide requested information, provider restrictions, legal or regulatory requirements, prolonged inactivity, insolvency, or a decision to discontinue a product or jurisdiction.

Where legally and operationally possible, BTY will provide reasonable notice of termination and a reasonable opportunity to withdraw remaining assets. Notice or withdrawals may be restricted where prohibited by law, required by a competent authority or necessary to protect BTY, the Client or third parties.

BTY reserves the right to charge reasonable and proportionate administrative fees in connection with the suspension, restriction, termination or closure of a Client’s account or Services, including where such actions arise from a breach of these Terms, the provision of false, inaccurate or misleading information or documentation, failure to comply with applicable verification requirements, suspected fraudulent activity, AML/CFT or sanctions-related concerns, or other legal, regulatory or compliance grounds. Such fees are intended to cover the reasonable administrative, operational and compliance-related costs incurred by BTY in connection with the relevant actions, including account review, investigation, reconciliation, processing, closure and the handling of remaining Client assets.

BTY may deduct any applicable and properly due fees from the Client’s available account balance, including Fiat Currency or Digital Assets, to the extent permitted by applicable law. By accepting these Terms and the applicable Fee Schedule, the Client acknowledges and agrees that such fees may be charged and deducted without requiring separate notification or additional consent at the time of suspension, termination or account closure, except where otherwise required by applicable law.

15. LIABILITY

Each Party is responsible for losses directly caused by its breach of these Terms, negligence or wilful misconduct, subject to Applicable Law and the limitations below.

To the fullest extent permitted by law, BTY shall not be liable for indirect, incidental, special or consequential loss, including loss of profit, revenue, business opportunity or anticipated savings. BTY is not liable for losses caused solely by blockchain networks, banking rails or third-party providers outside BTY’s reasonable control, except where BTY caused or materially contributed to the loss.

BTY shall not be liable for loss resulting from incorrect Client instructions, unauthorised use caused by the Client’s failure to protect credentials, market movements, unsupported networks or assets, or compliance measures reasonably taken under these Terms, except to the extent liability cannot lawfully be excluded.

Nothing in these Terms excludes or limits liability for fraud, wilful misconduct, gross negligence, or any liability that cannot lawfully be excluded or limited. Any specific monetary liability cap applicable to a product or service must be expressly set out in the relevant commercial or product terms; no monetary cap is created by this clause itself.

16. INDEMNITY

To the extent permitted by law, the Client shall indemnify BTY and its directors, officers, employees and agents against reasonable losses, liabilities, costs and third-party claims arising directly from the Client’s unlawful use of the Services, material breach of these Terms, fraud, wilful misconduct or materially false information, except to the extent caused by BTY.

17. FORCE MAJEURE

Neither Party shall be liable for delay or failure caused by circumstances beyond its reasonable control, including natural disasters, war, civil disturbance, governmental action, sanctions, cyber incidents, telecommunications or network failure, blockchain disruption, failure of critical third-party infrastructure or changes in law, provided that the affected Party takes commercially reasonable steps to mitigate the impact.

18. COMMUNICATIONS AND SUPPORT

BTY may communicate with the Client through the Platform, the Client’s registered email address or other agreed electronic channels. The Client must keep its contact details current. Customer support is available at support@brighty.app. Regulatory or legal notices may be provided electronically unless mandatory law requires another form.

19. CHANGES TO THESE TERMS

BTY may amend these Terms from time to time. Material changes will be communicated to the Client before they take effect, with reasonable notice where practicable. Changes required by law, regulation, security considerations or third-party provider requirements may take effect sooner where reasonably necessary. Continued use of the affected Services after the effective date constitutes acceptance to the extent permitted by law.

20. GOVERNING LAW AND JURISDICTION

These Terms and the contractual relationship between BTY and the Client are governed by Swiss law, excluding its conflict-of-law rules. Subject to any mandatory jurisdiction applicable by law, the courts at BTY’s registered seat in the Canton of Zug, Switzerland shall have exclusive jurisdiction over disputes arising out of or in connection with these Terms.

21. MISCELLANEOUS

Assignment. The Client may not assign or transfer its rights or obligations under these Terms without BTY’s prior written consent. BTY may assign or transfer these Terms to an affiliate or successor in connection with a reorganisation, transfer of business or similar transaction, subject to Applicable Law.

No waiver. A failure or delay in exercising a right does not constitute a waiver of that right.

Severability. If any provision is invalid or unenforceable, it shall be modified or severed to the minimum extent necessary and the remaining provisions shall continue in effect.

Entire agreement. These Terms, together with the applicable fee schedule, Privacy Notice, product terms and any other documents expressly incorporated by reference, constitute the agreement governing the Client’s use of the relevant Services.

Language. If these Terms are translated, the English version prevails to the extent permitted by Applicable Law unless expressly stated otherwise.