Terms and Conditions

Interpretation and Definitions

Interpretation

The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.

Definitions

For the purposes of these Terms and Conditions:

• Application means the software program provided by the Company downloaded by You on any electronic device, named FiatFlex

• Application Store means the digital distribution service operated and developed by Apple Inc. (Apple App Store) or Google Inc. (Google Play Store) in which the Application has been downloaded.

• Affiliate means an entity that controls, is controlled by or is under common control with a party, where "control" means ownership of 50% or more of the shares, equity interest or other securities entitled to vote for election of directors or other managing authority.

• Country refers to England and Wales, unless otherwise required by mandatory consumer protection laws applicable to the user.

• Company (referred to as either "the Company", "We", "Us" or "Our" in this Agreement) refers to FIAT FLEX LTD, a private limited company registered in England and Wales under company number 16749610, with its registered office at 71-75 Shelton Street, Covent Garden, London, United Kingdom, WC2H 9JQ.

• Device means any device that can access the Service such as a computer, a cellphone or a digital tablet.

• Service refers to the Application.

• Terms and Conditions (also referred as "Terms") mean these Terms and Conditions that form the entire agreement between You and the Company regarding the use of the Service.

• Third-party Social Media Service means any services or content (including data, information, products or services) provided by a third-party that may be displayed, included or made available by the Service.

• You means the individual accessing or using the Service, or the company, or other legal entity on behalf of which such individual is accessing or using the Service, as applicable.

Acknowledgment

These are the Terms and Conditions governing the use of this Service and the agreement that operates between You and the Company. These Terms and Conditions set out the rights and obligations of all users regarding the use of the Service.

Your access to and use of the Service is conditioned on Your acceptance of and compliance with these Terms and Conditions. These Terms and Conditions apply to all visitors, users and others who access or use the Service.

By accessing or using the Service You agree to be bound by these Terms and Conditions. If You disagree with any part of these Terms and Conditions then You may not access the Service.

You represent that you are over the age of 18. The Company does not permit those under 18 to use the Service.

Your access to and use of the Service is also conditioned on Your acceptance of and compliance with the Privacy Policy of the Company. Our Privacy Policy describes Our policies and procedures on the collection, use and disclosure of Your personal information when You use the Application or the Website and tells You about Your privacy rights and how the law protects You. Please read Our Privacy Policy carefully before using Our Service.

Regulatory Status

FiatFlex is a technology platform and orchestration layer. FiatFlex is not a bank, electronic money institution, payment institution or deposit-taking institution, and holds no banking or payment licence.

FiatFlex does not take fiat deposits and does not hold a bank account on Your behalf. Fiat funds arising from card payments are held by a regulated payment partner and paid out to a bank account in Your own name. Crypto-assets You receive are held in a wallet that FiatFlex manages on Your behalf, as described under Custody of Crypto-Assets below. Payment processing, settlement, conversion, banking, stablecoin and payout services may be provided by regulated third-party providers, including payment processors, banking partners and stablecoin infrastructure providers.

Users may be required to accept the terms and conditions of such third-party providers before using certain services.

Custody of Crypto-Assets

Crypto-assets You receive through the Service are credited to a wallet that FiatFlex manages on Your behalf. FiatFlex controls the keys to that wallet and therefore holds those funds until You choose to convert them to euros or withdraw them. This is custody: You do not hold the private keys, and You depend on FiatFlex and its infrastructure partners to be able to move Your crypto-assets.

The risks that follow from this include, without limitation: loss, theft or compromise of wallet keys held by FiatFlex or its infrastructure partners; failure, insolvency or suspension of FiatFlex or of a partner, which may delay or prevent access to Your crypto-assets; freezes or restrictions imposed for compliance, sanctions or AML reasons; and blockchain-level failures or congestion. Crypto-assets held on Your behalf are not bank deposits, are not protected by a deposit guarantee scheme such as the FSCS, and are not covered by investor compensation arrangements.

FiatFlex does not guarantee the value of any crypto-asset, and the value of a crypto-asset held on Your behalf may fall.

Fees Applicable to Payment Transactions

The fees charged by FiatFlex are global fees, corresponding to the total tariff applicable to each transaction. They include FiatFlex's remuneration and the fees of the technical or financial providers needed to carry out the transaction, where applicable.

For card payments by Tap to Pay, the global tariff is 1.9% + €0.20 per transaction with a card issued in the European Economic Area (EEA), and 3.4% + €0.20 per transaction with a card issued outside the EEA.

For card payments via a FiatFlex payment link, the global tariff is 2% + €0.25 per transaction with a card issued in the EEA, 3.3% + €0.25 with a Visa, Mastercard or CB business card issued in the EEA, 3% + €0.25 with a card issued in the United Kingdom and 3.65% + €0.25 with any other card issued outside the EEA.

For stablecoin conversions followed by a transfer in euros, the global tariff is 1% of the amount converted for EURC and 1.5% for USDC, SEPA transfer included, with no fixed part. Before You confirm a conversion, FiatFlex displays the amount in euros You will receive: the exact amount for EURC, which converts one for one, and an estimate for USDC, as the final amount depends on the exchange rate at the time of conversion; the global tariff remains 1.5%.

FiatFlex charges no subscription and no sign-up fee. Withdrawing Your card balance to Your own bank account carries no fee: the whole available balance is paid out, as the fees of a card payment are collected at the time of the payment, never on withdrawal.

If You refund a card payment, the part of the fees corresponding to FiatFlex's remuneration is returned to You in proportion to the refunded amount; the fees of the technical or financial providers are not returned.

If a card payment is disputed (chargeback), the disputed amount is debited from Your account with the card payment processor, held while the dispute is reviewed and returned to You if You win. The dispute fees are €20 per dispute received (none if the payment went through the CB network), plus €20 if You contest the dispute, those additional €20 being returned to You if You win in full; network fees may also apply in rare cases. The fees of the original payment, including the part corresponding to FiatFlex's remuneration, are not returned on a dispute.

If a stablecoin conversion is refused, or its euro transfer is rejected or returned by the receiving bank, the full amount You sent comes back to Your FiatFlex wallet in the same stablecoin and the conversion fee is cancelled.

Any applicable taxes, Your own bank's charges and third-party charges other than those included in the global tariffs above remain payable by You. FiatFlex may change its fees with reasonable prior notice; the fees in force are those published on the FiatFlex website and in the FiatFlex application.

Third-Party Providers

Certain FiatFlex services rely on third-party infrastructure providers, including but not limited to payment processors, card processing providers, banking infrastructure providers and stablecoin infrastructure providers.

FiatFlex is not responsible for delays, rejections, suspensions, freezes, chargebacks, reversals, compliance reviews or account restrictions imposed by third-party providers.

KYC / KYB / AML

Users may be required to complete identity verification, business verification, sanctions screening, AML checks, KYB/KYC checks and ongoing monitoring before accessing certain services.

FiatFlex and its third-party providers may refuse, suspend or terminate access to services if required for compliance, fraud prevention, risk management, sanctions, AML or legal reasons.

Prohibited Activities

The Service must not be used for illegal activity, fraud, money laundering, terrorist financing, sanctions evasion, illegal gambling, counterfeit goods, drugs, weapons, adult illegal services, scams, unauthorized financial services, unlicensed money transmission, or any activity prohibited by FiatFlex or its partners.

Stablecoin and Crypto Disclaimer

Stablecoins and crypto-assets may involve risks including network delays, blockchain errors, wallet address errors, liquidity issues, regulatory restrictions, volatility, counterparty risk and loss of access.

Transactions sent to an incorrect wallet address may be irreversible.

FiatFlex does not provide investment advice and does not guarantee profit, yield, return or appreciation of any crypto-asset.

Links to Other Websites

Our Service may contain links to third-party web sites or services that are not owned or controlled by the Company.

The Company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. You further acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such web sites or services.

We strongly advise You to read the terms and conditions and privacy policies of any third-party web sites or services that You visit.

Termination

We may terminate or suspend Your access immediately, without prior notice or liability, for any reason whatsoever, including without limitation if You breach these Terms and Conditions.

Upon termination, Your right to use the Service will cease immediately.

Limitation of Liability

Notwithstanding any damages that You might incur, the entire liability of the Company and any of its suppliers under any provision of this Terms and Your exclusive remedy for all of the foregoing shall be limited to the amount actually paid by You through the Service or 100 USD if You haven't purchased anything through the Service.

To the maximum extent permitted by applicable law, in no event shall the Company or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, loss of data or other information, for business interruption, for personal injury, loss of privacy arising out of or in any way related to the use of or inability to use the Service, third-party software and/or third-party hardware used with the Service, or otherwise in connection with any provision of this Terms), even if the Company or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.

Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply. In these states, each party's liability will be limited to the greatest extent permitted by law.

"AS IS" and "AS AVAILABLE" Disclaimer

The Service is provided to You "AS IS" and "AS AVAILABLE" and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, the Company, on its own behalf and on behalf of its Affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Service, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, the Company provides no warranty or undertaking, and makes no representation of any kind that the Service will meet Your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.

Without limiting the foregoing, neither the Company nor any of the company's provider makes any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Service, or the information, content, and materials or products included thereon; (ii) that the Service will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Service; or (iv) that the Service, its servers, the content, or e-mails sent from or on behalf of the Company are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.

Some jurisdictions do not allow the exclusion of certain types of warranties or limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to You. But in such a case the exclusions and limitations set forth in this section shall be applied to the greatest extent enforceable under applicable law.

Governing Law

The laws of the Country, excluding its conflicts of law rules, shall govern this Terms and Your use of the Service. Your use of the Application may also be subject to other local, state, national, or international laws.

Disputes Resolution

If You have any concern or dispute about the Service, You agree to first try to resolve the dispute informally by contacting the Company.

For European Union (EU) Users

If You are a European Union consumer, You will benefit from any mandatory provisions of the law of the country in which You are resident.

United States Legal Compliance

You represent and warrant that (i) You are not located in a country that is subject to the United States government embargo, or that has been designated by the United States government as a "terrorist supporting" country, and (ii) You are not listed on any United States government list of prohibited or restricted parties.

Severability and Waiver

Severability

If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

Waiver

Except as provided herein, the failure to exercise a right or to require performance of an obligation under these Terms shall not affect a party's ability to exercise such right or require such performance at any time thereafter nor shall the waiver of a breach constitute a waiver of any subsequent breach.

Translation Interpretation

These Terms and Conditions may have been translated if We have made them available to You on our Service. You agree that the original English text shall prevail in the case of a dispute.

Changes to These Terms and Conditions

We reserve the right, at Our sole discretion, to modify or replace these Terms at any time. If a revision is material We will make reasonable efforts to provide at least 30 days' notice prior to any new terms taking effect. What constitutes a material change will be determined at Our sole discretion.

By continuing to access or use Our Service after those revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, in whole or in part, please stop using the website and the Service.

Contact Us

If You have any questions about these Terms and Conditions, You can contact us:

• By email: contact@fiatflex.com