AS A CLIENT, VELAFI PROVIDES YOU WITH THESE TERMS AND CONDITIONS (HEREINAFTER THE “TERMS”), WHICH GOVERN THE PROVISION OF THE SERVICES YOU CONTRACT FROM VELAFI. BY ACCEPTING THESE TERMS AND CONDITIONS, THE CLIENT MAY MAKE PAYMENTS AND COLLECT FUNDS ON THEIR OWN BEHALF OR ON BEHALF OF THEIR CLIENTS.
THEREFORE, THE CLIENT MUST ACCEPT AND AGREE TO THESE TERMS IN ORDER TO USE VELAFI’S SERVICES.
WHEREAS
A. VELAFI REPRESENTS, THROUGH ITS LEGAL REPRESENTATIVE, THAT:
It is a legal entity duly incorporated and validly existing under the laws of its country of origin, with full legal capacity to enter into and be bound by these Terms and Conditions.
Its legal representative, under oath, has the necessary authority to bind it under these Terms and Conditions, which authority has not been revoked, amended, or limited in any manner to date.
Its corporate purpose allows it to comply with the obligations set forth herein.
The execution of these Terms and Conditions and the fulfillment of the obligations contained herein do not contravene or result in any breach of (i) its bylaws, (ii) any law, regulation, decree, or authorization, or (iii) any material agreement of any nature to which VelaFi is a party.
It maintains policies and procedures for the prevention of money laundering, terrorist financing, and the proliferation of weapons of mass destruction, as well as for compliance with sanctions and restricted lists, and it shall act in accordance with such policies and applicable regulations throughout the term of these Terms and Conditions.
B. THE CLIENT REPRESENTS, BY ITS OWN RIGHT OR THROUGH ITS LEGAL REPRESENTATIVE, UNDER PENALTY OF PERJURY, AS APPLICABLE, THE FOLLOWING:
To be a natural person with the necessary legal capacity and without any limitation to be bound by the provisions of these Terms.
To be a corporation duly incorporated under the laws of its country of origin, with sufficient authority to be bound by these Terms and that its legal has the necessary authority to bind it under these Terms and Conditions, which authority has not been revoked, amended, or limited in any manner to date.
Whether a natural or legal person,
It is its intention to execute this document and it has the technical, operational, financial, and human resources necessary to receive the Services in accordance with these Terms and Conditions.
The execution of these Terms and Conditions and the fulfillment of the obligations derived therefrom do not contravene or result in any breach of (i) its bylaws, (ii) any law, regulation, decree, or authorization, or (iii) any material agreement of any nature to which the Client is a party.
It maintains policies and procedures for the prevention of money laundering, terrorist financing, and the proliferation of weapons of mass destruction, as well as for compliance with sanctions and restricted lists, and it shall act in accordance with such policies and applicable regulations throughout the term of these Terms and Conditions.
Nor He or its partners, shareholders, legal representatives, or beneficial owners appear on official lists related to money laundering, terrorist financing, or any other illicit activity.
The funds used to carry out the transactions derived from these Terms and Conditions, as well as those originating from its partners, shareholders, or beneficial owners, are of lawful origin and shall not be used to finance illicit activities, including, without limitation, money laundering or terrorist financing.
It holds the licenses, authorizations, or registrations required, as applicable, valid at the time of execution and throughout the term of these Terms and Conditions.
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All information, documents, and data provided are true, accurate, authentic, and verifiable.
I. DEFINITIONS
Annex: Section from these Terms and Conditions, which describe the terms of each service received and provided by VelaFi.
API: Application Programming Interfaces provided by VelaFi to the Client as part of the Platform, allowing integration of the Client’s systems with the Services for the submission of instructions, status inquiries, reconciliation, and other functionalities described in the Service Annex. The API may include access keys, credentials, technical documentation, and testing and production environments.
Uniform Virtual Accounts or CVU: It is a 22-digit code that facilitates interoperability among users of Payment Service Providers and the financial system in Argentina.
Merchant ID: Identification number used by the Client and VelaFi to identify the end user in the provision of services and settlement of funds.
Platform: This refers to the technological infrastructure, software, APIs, systems, and tools operated by VelaFi that enable the Client to access, integrate, and use the services offered by VelaFi in accordance with these Terms and Conditions.
Territory: The countries in which VelaFi may provide the Services under these Terms and Conditions, which shall be Mexico, the United States, Peru, Brazil, Argentina, and/or Colombia.
Users: Any natural or legal person in whose favor funds are settled or from whom funds settled to third parties originate from a payment and are located in the different jurisdictions determined by the Client, who maintains a direct commercial relationship with the Client and operates through accounts opened by the Client under the Reliance Model, with respect to which VelaFi has no contractual relationship and does not perform identification, verification, or due diligence processes, which are the exclusive responsibility of the Client.
Virtual Assets: Digital representations of value that may be exchanged or transferred electronically and that function as a medium of exchange, store of value, or unit of account. They are not necessarily linked to government-issued currencies and typically use blockchain technology or other decentralized systems to ensure security and transparency.
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Wallet: It refers to the cryptographic address, account, or technological tool that allows Client or Users to receive, store, transfer, or manage virtual assets via blockchain networks.
II. SCOPE
Under these Terms and Conditions, VelaFi agrees to provide the Client with the services whose characteristics are described in the Annexes to these Terms and Conditions (hereinafter, the “Services”), which shall form an integral part hereof.
The Client acknowledges and accepts that the Services may be provided directly by VelaFi or by a third party within the Territories, with the understanding that VelaFi will make reasonable efforts from a technical, operational, and commercial standpoint to ensure the proper provision of services. The Parties agree that, for the purpose of providing the Services in Argentina, VelaFi may set up Uniform Virtual Accounts for Users through API integration.
If, after execution of these Terms and Conditions, the Client wishes VelaFi to provide its services in a jurisdiction other than those initially contemplated in these Terms and Conditions, the Client must request from VelaFi the enablement of such Territory. For these purposes, VelaFi shall verify whether it has the necessary identification data and documentation for the new Territory. If such information is insufficient, VelaFi shall request that the Client supplement it.
The enablement of a new Territory shall require the execution of an express written request to VelaFi and signing the corresponding agreement or Terms and Conditions.
III. FEES AND PAYMENT TERMS
The Client agrees to pay VelaFi for the provision of the Services under these Terms and Conditions the amounts indicated in the corresponding documents or service proposals agreed upon by the Parties.
For these purposes, the Services might be invoiced in accordance with the applicable Annex,and upon Client’s request only, and invoices shall be delivered to the Client. Such invoices shall comply with the tax and accounting requirements established by the applicable legal provisions.
If the Client fails to pay the amount of the corresponding invoice in the form and within the term agreed upon by the Parties, VelaFi shall be entitled to suspend the provision of the contracted Services within ten (10) business days following the payment due date, without any liability on the part of VelaFi.
IV. TAXES
Taxes incurred in the performance of these Terms and Conditions in accordance with applicable legal provisions shall be borne by the Party designated by law.
V. OBLIGATIONS OF THE PARTIES
In addition to the obligations set forth in other clauses of these Terms and Conditions and its Annexes, VelaFi’s obligations include:
Complying with the applicable regulations governing the Services provided.
Refraining from using the Client’s information for purposes other than those contemplated in these Terms and Conditions, as well as from exchanging, supplying, or disclosing any data or information related to the Client, unless expressly required by a competent authority.
In addition to the obligations set forth in other clauses of these Terms and Conditions and its Annexes, the Client’s obligations include:
Providing truthful, complete, and accurate information.
Implementing and satisfying data, software, or hardware requests made by VelaFi that are necessary and indispensable for the proper provision of the Services in accordance with the specifications detailed in the Annexes.
Using the Services exclusively for permitted purposes and refraining from carrying out illicit transactions.
Notifying VelaFi within five (5) days of any modification to its corporate structure, legal status, authorized persons, or any other relevant change.
Informing VelaFi in writing, within a maximum of thirty (30) calendar days of the occurrence giving rise thereto, of any contingency, claim, or liability intended to be attributed to VelaFi arising from the provision of the Services.
Maintaining in force the license, registration, or authorization, as applicable, provided to VelaFi during onboarding, and notifying VelaFi within seventy-two (72) hours of any revocation, expiration, or material modification.
Cooperating with VelaFi in the event of any request, inspection, or investigation initiated by a competent authority, providing timely, original, truthful, and complete information and documentation as required.
Complying with all applicable legal provisions regarding the receipt of the Services and/or the services it provides to its customers and/or third parties through use of the Services.
Paying the Fees established in these Terms and Conditions and the corresponding Annexes in a timely and proper manner. Complying with any other obligation set forth in these Terms and Conditions and/or its Annexes.
With respect to the CVU, Client must (i) enable CVUs only for Users who have successfully completed their identification, verification, and due diligence process in accordance with applicable regulations regarding the prevention of money laundering and terrorist financing; (ii) maintain up-to-date and complete records of the identity and documentation of such Users; (iii) monitor the transactions conducted through the authorized CVUs, reporting any unusual or suspicious transactions to VelaFi; and (iv) assume full responsibility toward VelaFi and the regulatory authorities for any breach of these obligations.
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Notify VelaFi of the unlinking of accounts when a user is deactivated, within 5 (five) business days prior to the effective date on which that user ceases operations.
VI. REGULATORY COMPLIANCE
The Client shall at all times comply with the applicable obligations regarding the prevention of money laundering, terrorist financing, and the proliferation of weapons of mass destruction. VelaFi may at any time require the Client to undergo detailed KYC processes. The Client further undertakes to keep its information up to date and to report any changes that may arise during the contractual relationship.
VelaFi may, at any time:
Request additional information from the Client regarding its Users or the transactions processed through the Services;
Conduct reasonable audits or verification processes regarding the Client’s compliance with its regulatory obligations;
Suspend, reject, block, or temporarily withhold any transaction or instruction when there are reasonable grounds to believe that such transaction may be linked to fraud, illegal activities, regulatory violations, or requirements from a competent authority.
The Client agrees to cooperate fully with VelaFi in any investigation, request for information, or due diligence process initiated by regulatory, judicial, or administrative authorities. In particular, regarding CVUs enabled through the API, VelaFi operates under a third-party dependency model, under which the creation of a CVU on VelaFi must be accepted, along with the terms and conditions of said company. The Client assumes exclusive and full regulatory responsibility for the onboarding, monitoring, and reporting of its End Users, and declares that it has the systems, processes, and authorizations necessary to comply with such obligations in accordance with current Argentine regulations, including the provisions of the Financial Information Unit (UIF), the National Securities Commission (CNV), and the Central Bank.
Notwithstanding the foregoing, the Client agrees to submit to VelaFi, on a weekly basis, the complete and up-to-date files of the End Users added or modified during that period, including the corresponding identification, verification, and due diligence documentation. Failure to comply with this obligation shall entitle VelaFi to suspend the provision of the Services in accordance with the provisions of Clause Eight of these Terms and Conditions.
Likewise, the Client agrees to retain all documentation and information relating to its End Clients for a minimum period of ten (10) years from the termination of the business relationship with each of them, in accordance with the provisions of Article 17 of FIU Resolution No. 200/2024. This obligation shall survive the termination of these Terms and Conditions for any reason.
VelaFi reserves the right, at any time and without prior notice, to audit the Client, carry out verification processes, apply Due Diligence measures, and verify that the Client is properly fulfilling its obligations.
VII. LIMITATION OF LIABILITY
VelaFi shall be liable to the Client solely for material damages caused by its employees in the execution of the Services, provided that such damages are caused by fault or negligence directly attributable to VelaFi; such facts must be duly proven to VelaFi. VelaFi’s liability towards the Client shall be limited to an amount equal to ten percent (10%) of the total amount paid by the Client up to that date.
Under no circumstances shall VelaFi be liable for loss of production, loss of business, loss of data or revenue, or for any other special, direct, indirect, incidental, or consequential damages arising from failures of the Platform, since the Services under these Terms and Conditions do not guarantee uninterrupted operation of the Platform or of third-party systems or platforms.
No action, regardless of the form in which it is brought based on breach of these Terms and Conditions or the obligations hereunder, may be asserted by either Party after termination of these Terms and Conditions.
The Client acknowledges and accepts that VelaFi is not responsible for errors or failures attributable to third parties, or for financial losses, damages, or harm resulting from executed transactions. The Client uses the Services with full knowledge of the risks inherent thereto. In particular, the Client accepts and assumes the risks inherent in the technological nature of the Services, including potential incidents arising from failures in technological infrastructure.
VIII. RISK ACKNOWLEDGMENT
The Client acknowledges that transactions involving Virtual Assets entail inherent risks, including, but not limited to:
significant volatility in the market value of Virtual Assets;
technological risks associated with blockchain networks;
delays in transaction confirmation on decentralized networks;
risks of loss arising from errors in wallet addresses.
The Client agrees that VelaFi shall not be liable for losses arising from market fluctuations or events specific to blockchain networks that are beyond its reasonable control.
IX. SUSPENSION OF SERVICES
VelaFi may, at its sole discretion and without any liability to the Client or to third parties, suspend, immobilize, or refrain from providing the Services described in the purpose of these Terms and Conditions when any of the following circumstances arise: (i) reasonable indications exist that the funds are related to unusual or illicit transactions; (ii) an order or request has been issued by a competent authority.
Such measure shall not require prior authorization from the Client, and VelaFi shall be exempt from providing any type of notification. The Client agrees that this measure does not constitute a contractual breach. Once operations are suspended, their resumption may be evaluated on a case-by-case basis and at VelaFi’s discretion.
X. REGULATORY CHANGES
In the event of changes in legislation that directly or indirectly affect the Services under these Terms and Conditions, the Parties undertake to review and adapt these Terms and Conditions to ensure regulatory compliance.
If legal provisions are issued that prevent VelaFi from providing the Services or the Client from contracting them, the affected Party may terminate these Terms and Conditions upon written notice to the other Party, provided that any outstanding payment obligations are duly settled.
XI. GEOGRAPHICAL SCOPE AND RESTRICTIONS
The Services may be used to conduct transactions to and from the Territory, subject to applicable regulatory restrictions.
VelaFi may restrict or reject transactions involving:
sanctioned or restricted jurisdictions,
wallet addresses identified as high-risk,
users or entities included on international sanctions lists.
The Client shall be responsible for ensuring that the use of the Platform by its users or counterparties complies with the laws and regulations applicable in the Territory.
The Client represents and warrants that neither it nor its End Users will use the services to conduct transactions related to:
countries or territories subject to comprehensive economic sanctions;
jurisdictions restricted by applicable laws; or
persons, entities, or addresses included on international sanctions lists.
Accordingly, the Client shall be responsible for ensuring that its End Users are not located, domiciled, or operating from jurisdictions restricted under applicable regulations or VelaFi’s risk policies.
XII. INTELLECTUAL PROPERTY
The Client acknowledges that all intellectual property rights related to the Services under these Terms and Conditions are and shall remain the exclusive property of VelaFi. The Client agrees not to copy, reproduce, modify, or use such rights for purposes other than those established herein, unless expressly authorized in writing by VelaFi.
Nothing in these Terms and Conditions shall be construed as a transfer, license, or grant of any intellectual property rights of VelaFi, beyond the strictly necessary use to access and utilize the contracted Services in accordance with the agreed terms and conditions.
XIII. CONFIDENTIALITY
VelaFi agrees to maintain the confidentiality and integrity of the information shared by the Client. Without prejudice to the foregoing, the Parties agree that all information and documentation handled or accessed during the term of these Terms and Conditions shall remain confidential for a period of five (5) years following its termination; however, the Parties shall be released from this obligation if:
The information becomes public domain through causes other than the act or omission of the other Party;
The information was lawfully in the possession of the other Party prior to disclosure;
Disclosure is required by a governmental authority.
VelaFi acknowledges that all information disclosed by the Client to VelaFi, its employees, or to which they have access, shall at all times remain the property of the Client. Accordingly, neither VelaFi nor its employees may disclose, communicate, transmit, or use such information for the benefit of any person other than the Client, nor duplicate, record, copy, or reproduce it in any manner, without the Client’s prior written authorization.
Notwithstanding the provisions of this clause, the Parties shall execute Confidentiality Agreement, which shall constitute an ancillary agreement to these Terms and Conditions.
Breach of this section shall constitute grounds for termination, without prejudice to the affected Party’s right to pursue the corresponding legal actions.
The Parties agree that all information accessed as a result of these Terms and Conditions shall be confidential and private in nature. Neither Party may use or disclose such information without the prior written consent of the other Party, except where disclosure is required by a competent authority. This obligation shall remain in force for a period of five (5) years following termination of these Terms and Conditions.
XIV. PERSONAL DATA PROTECTION
Each Party undertakes to comply with the applicable legal provisions regarding the protection and processing of personal data. Likewise, each Party agrees to process any personal data accessed under these Terms and Conditions lawfully, fairly, transparently, and solely for the purposes necessary to fulfill these Terms and Conditions. To this end, the Parties shall adopt appropriate technical and organizational measures to ensure at all times the security, integrity, confidentiality, and availability of such data, preventing loss, alteration, misuse, or unauthorized access.
XV. INTER-COMPANY INFORMATION FLOW AND DATA PROCESSING
To ensure a comprehensive experience and enable the Platform’s ecosystem to function, the Client hereby expressly authorizes, in advance, with full knowledge, and voluntarily, the sharing, transfer, and/or transmission of their personal data, financial information, and transaction records among the various legal entities comprising Velafi, as listed in section XXVI.
The primary purposes of this information flow are:
The enforcement of these terms and conditions when services require the interaction of two or more entities (e.g., purchase of virtual assets with local currency).
Compliance with Anti-Money Laundering and Counter-Terrorist Financing (AML/CTF) regulations, enabling consolidated due diligence.
Risk management and fraud prevention at the ecosystem level.
All entities receiving the information are obligated to maintain the levels of security and confidentiality required by the applicable local laws in each jurisdiction where VelaFi operates.
XVI. TERM
These Terms and Conditions shall enter into force upon execution and shall remain in effect for an indefinite term as long as the Client continues to use the Services provided by VelaFi; if the Client stops using the services, they must notify their VelaFi sales representative so that the process of deactivation and closure of accounts and access to the Platform can be carried out. Any Services paid in advance shall be non-refundable.
Unless otherwise agreed in the Annexes, these Terms and Conditions does not imply exclusivity of any kind between the Parties; therefore, VelaFi may freely provide services to any other client, and the Client may receive similar services from any other provider.
XVII. TERMINATION
The following shall constitute grounds for termination of these Terms and Conditions:
Breach by either Party of its obligations under these Terms and Conditions, after exhaustion of the conciliation mechanism established herein;
If either Party initiates bankruptcy proceedings or is declared insolvent under applicable law.
Either Party may terminate these Terms and Conditions for the causes set forth in this clause, in accordance with the next Clause, enforcing, as applicable, the rights granted herein. VelaFi reserves the right to immediately suspend the Services and subsequently terminate theseTerms and Conditions without prior notice if the Client:
(i) breaches any obligation under theseTerms and Conditions;
(ii) engages in any illicit conduct or is attributed the commission of a crime;
(iii) represents, in VelaFi’s judgment, an imminent risk.
XVIII. CONCILIATION
In the event of breach by either Party of any obligation under theseTerms and Conditions, the Parties shall attempt to reach an amicable settlement within a period not exceeding thirty (30) business days. During such period, the breaching Party shall remedy its breach in a manner acceptable to the affected Party.
For such purposes, the affected Party shall notify the other Party in writing, and the breaching Party shall, within three (3) business days following receipt of such notice, present any arguments it deems appropriate. If the breach is not remedied within the thirty (30) business days set forth herein, the affected Party may terminate theseTerms and Conditions without the need for judicial declaration.
XIX. FORCE MAJEURE
Neither Party shall be liable for failure to perform its obligations under theseTerms and Conditions due to causes beyond its control that could not have been avoided or remedied despite the exercise of due care, including orders from civil or military authorities, floods, epidemics, wars, disturbances, and other similar events of force majeure (“Force Majeure”).
No suspension of obligations shall apply where the Party invoking Force Majeure has intentionally or through gross negligence caused such an event, aggravated it intentionally, or where applicable law requires performance notwithstanding the occurrence of a Force Majeure event.
The Party affected by a Force Majeure event shall notify the other Party in writing within no more than five (5) calendar days, providing a detailed explanation of the facts giving rise to the event, justifying why it constitutes Force Majeure, and making its best efforts to estimate the number of days during which the Services will be affected.
XX. USE OF TRADEMARKS
The Parties acknowledge and agree that none of the terms and conditions of theseTerms and Conditions or its Annexes shall be construed as a transfer of ownership or the granting of any express or implied right or license with respect to trademarks, color schemes, trade names, commercial notices, logos, or any other elements constituting industrial property rights of the other Party.
Accordingly, the Parties agree to refrain from using such elements in any manner without the express consent of the owner thereof, even if such use is limited to mere commercial references or displays. The breaching Party shall be liable to pay the corresponding indemnification to both the rights holder and any affected third parties, without prejudice to the affected Party’s right to terminate theseTerms and Conditions.
The Client is strictly and expressly prohibited from using the trademark “VelaFi” in its nominative and/or mixed form and/or any other VelaFi trademark. Likewise, VelaFi is strictly and expressly prohibited from using the Client’s trademark and its respective designs and combinations, in nominative and/or mixed form.
XXI. PLATFORM USE AND APIS
The Client acknowledges that VelaFi makes the Platform available to the Client for the provision of the Services.
The Client agrees to use the Platform lawfully, diligently, and in accordance with applicable regulations, as well as the terms and conditions established by VelaFi, refraining from any improper, fraudulent, or contrary use of the services.
In particular, the Client agrees to:
Use the Platform exclusively for activities authorized under theseTerms and Conditions.
Comply with all applicable regulations, including, without limitation, those related to anti-money laundering and counter-terrorist financing (AML/CTF), personal data protection, financial regulations, and regulations issued by competent authorities.
Not use the Platform to process unlawful, prohibited, or unauthorized transactions, including those related to fraud, criminal activities, or regulatory non-compliance.
Implement and maintain appropriate security measures for accessing and using the Platform, including the protection of credentials, access rights, passwords, and any other authentication mechanisms.
Immediately notify VelaFi of any unauthorized use, security incident, improper access, or breach that could affect the Platform or the services.
Provide complete, accurate, and up-to-date information at all times, and be responsible for any omissions or inaccuracies.
The Client acknowledges that it is solely responsible for the operations, transactions, and activities carried out through the Platform, whether directly or through authorized third parties, including its users, employees, agents, or integrated Applications.
VelaFi shall not be liable for the Client’s misuse of the Platform or for the consequences arising from regulatory, operational, or security breaches attributable to the Client.
VelaFi reserves the right to monitor the use of the Platform, as well as to suspend, limit, or block the Client’s access in the event of detected breaches, regulatory, operational, or security risks, or upon request by a competent authority, without this giving rise to any right to compensation.
A breach of the obligations set forth in this clause shall be considered a material breach, entitling VelaFi to suspend the services and/or terminate the Terms and Conditions as of right, without prejudice to any damages that may be applicable.
The Client acknowledges that the provision of the Services listed in this Annex by VelaFi may require integration via application programming interfaces (APIs).
To that end, the Client agrees to provide, declare, and maintain an up-to-date, complete, and detailed list of all applications, platforms, systems, or interfaces (hereinafter, the “Applications”) that will be integrated, connected, or interact directly or indirectly with VelaFi’s technological infrastructure for the use of the services by signing the Appendix, which forms an integral part of the Contract.
The Client warrants that:
You have all the necessary rights, authorizations, and licenses to operate the Applications and to integrate them with VelaFi’s infrastructure.
The Applications comply with applicable regulations, including, without limitation, regulations regarding personal data protection, anti-money laundering, counter-terrorism financing, and applicable financial regulations.
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The information provided regarding the Applications is complete, accurate, and up-to-date, and the Client is solely responsible for any omission, error, or misrepresentation.
The Client assumes full and exclusive responsibility for the use, operation, security, content, transactions, and any activity carried out through the integrated Applications, as well as for any damage, loss, regulatory non-compliance, or third-party claims that may arise therefrom.
Furthermore, the Client agrees to provide VelaFi with prior and verifiable notice of any:
Registration, onboarding, or new integration of Applications
Significant modification to existing Applications
Deregistration, disconnection, or cessation of use of any Application
Failure to provide prior notice shall entitle VelaFi to suspend or restrict access to its APIs or services with respect to undeclared Applications, without this giving rise to any right to claim on the part of the Client.
VelaFi may, at any time, request additional information, technical documentation, audits, or validations regarding the Applications in order to verify compliance with technical, regulatory, and security standards. The Client agrees to cooperate immediately with such requests.
Failure to comply with the obligations set forth in this clause shall be considered a material breach, entitling VelaFi to suspend the services and/or terminate the Terms and Conditions as of right, without prejudice to any damages that may be applicable.
XXII. LABOR LIABILITY
It is expressly understood, acknowledged, and agreed that the Parties are independent from one another and that each Party is and shall remain the sole employer of its respective employees for all purposes, including compliance with labor laws and regulations. Accordingly, each Party shall be solely and exclusively responsible for the payment of salaries, benefits, contributions, severance payments, or any other obligations payable to its employees, whether arising from activities carried out under this Terms and Conditions or for any other reason.
Each Party agrees to indemnify and hold the other Party harmless in the event that its employees or employers bring any unjustified claim or complaint against the other Party.
XXIII. ASSIGNMENT
Neither Party may assign its rights or obligations under theseTerms and Conditions without the prior written consent of the other Party. Any assignment made in violation of the foregoing shall be deemed null and void, and the assigning Party shall remain fully bound to the other Party under the terms and conditions of theseTerms and Conditions.
XXIV. AMENDMENTS
Any amendment to theseTerms and Conditions will be notified to the Client in the Platform.
XXV. TERMINOLOGY
The Parties state that the technical terms used in these Terms and Conditions and its Annexes are fully understood by both Parties.
XXVI. CONTRACTING ENTITIES AND ALLOCATION OF LIABILITY
The Client understands and agrees that the Platform is used by the various companies that make up Velafi. Depending on the Client’s geographic location and the type of service used, the legal relationship shall be deemed to have been entered into with the corresponding entity (the “Responsible Entity”) as detailed below:
- Services in Mexico: NEBULA NETWORK S.A DE C.V
- Servicios en Colombia: MOMENTUM PAGOS S.A.S.
- Services in Brazil: GALACTIC SERVIÇOS DIGITAIS DO BRASIL LTDA.
- Services in Argentina: GALACTIC HOLDINGS INC and MOMENTUM PAGOS S.A.U.
- Services in Peru: MOMENTUM PAGOS SAC.
- Multi-territory services: NEBULA NETWORK S.A DE C.V
Independence of the Entities: The User acknowledges and agrees that each of the aforementioned entities is an independent legal entity. Consequently, liability arising from the provision of a specific Service shall rest exclusively with the Entity Responsible for said service. Under no circumstances shall it be understood that there is joint or several liability among the Group’s entities for services that are not their own, nor for the breach of obligations by other legal entities listed in these Terms and Conditions.
XXVII. ENTIRE AGREEMENT AND ANNEXES
This Terms and Conditions constitutes the entire agreement between the Parties regarding its subject matter and supersedes any prior negotiations, obligations, or communications, whether oral or written. Each Annex executed by the Parties as an integral part of theseTerms and Conditions shall be subject to the same terms and conditions set forth herein, particularly those related to compliance and verification.
XXVIII. ADDRESSES
For all matters related to theseTerms and Conditions, including but not limited to judicial, extrajudicial, and personal notices, the Parties ratify the addresses stated in the Recitals hereof.
Any change of address must be notified in writing at least five (5) business days in advance; otherwise, notices sent to the addresses stated herein shall be deemed fully effective.
XXIX. DISPUTE RESOLUTION
The validity, interpretation, and enforcement of these Terms and Conditions, as well as all acts derived herefrom, shall be governed by Mexican law.
The Parties agree that any dispute arising out of or relating to these Terms and Conditions, including its existence, validity, interpretation, performance, or termination, shall first be submitted to and resolved through the mandatory pre-litigation mediation process applicable in the United States.
The Parties expressly waive any other jurisdiction that may correspond to them by reason of their present or future domicile.
XXX. JURISDICTION AND GOVERNING LAW
The Parties agree to submit to USA law for the interpretation and performance of these Terms and Conditions, expressly waiving any other jurisdiction that may correspond to them by reason of their present or future domicile or for any other reason.
ANNEX OF SERVICES
FIRST. - OBJECT.
Through this Annex, the Parties agree that VelaFi will provide the Client with the Services listed below through the Platform:
A. ON RAMP
The On Ramp service will allow the Client to convert fiat currency to Virtual Assets through the Platform or facilitate its Users or counterparties said conversion.
Through this service, the Customer will be able to receive or to make collections and payments to and from third parties or own accounts located in the Territory, which will be processed through the Platform and settled by VelaFi in Virtual Assets, in accordance with the applicable operating terms and conditions set forth in this Annex.
The On Ramp service includes, among other things:
The receipt of funds in fiat currency originating the Client,Users or third parties.
The conversion of said funds to Virtual Assets at the exchange rate applicable at the time of the transaction.
The settlement or transfer of Virtual Assets to the Wallets designated by the Client or by the User or corresponding beneficiary.
The processing of on-chain transactions to and from the Territory, subject to applicable compliance policies and regulatory controls.
Technological integration with the Platform to initiate, monitor, and reconcile operations.
B. OFF RAMP
The Off Ramp service will allow the Client to facilitate the conversion of Virtual Assets to fiat currency for its Users or counterparties, through the Platform.
Through this service, the Client will be able to make collections and payments to third parties to and from the Territory, by receiving Virtual Assets that will be converted and settled by VelaFi in fiat currency, in accordance with the applicable operating terms and conditions established in this Annex.
The Off Ramp service includes, among other things:
The receipt of Virtual Assets from the Client's Wallets, from theirUsersor third parties.
The conversion of said Virtual Assets to fiat currency at the exchange rate applicable at the time of the transaction.
The settlement of funds in fiat currency through the enabled payment methods (bank transfers or other authorized means).
The execution of payments to beneficiaries located within or outside the Territory, as appropriate.
Compliance with anti-money laundering (AML) controls, Know Your Customer (KYC) procedures, and transaction monitoring, in accordance with applicable regulations.
The Services do not include connectivity between the HSM and the Host, nor professional consulting services.The Client acknowledges and accepts that the Services may be provided directly by VelaFi, however, it may rely on third parties for the provision of the Service, with the understanding that VelaFi will guarantee the quality in the provision of the Services.
C. STABLECOINS PAYMENT
will allow the Client to receive Virtual Assets in a given jurisdiction or country and order the liquidation of equivalent Virtual Assets in another jurisdiction or country, either to make payments to themselves or to make payments to third-party beneficiaries designated by the Client.
In this regard, VelaFi may receive Virtual Assets from the Client and its Users, and process these transactions through its technological infrastructure in order toFacilitate the transfer of value between jurisdictions through the settlement of Virtual Assets in the Wallet or address designated by the corresponding beneficiary.
D. GLOBAL PAYMENT
VelaFi will provide the Client with a cross-border payment processing and settlement service (the "Fiat Payment Service"), whereby the Client may instruct payments in fiat currency (FIAT) from a jurisdiction or country of origin for settlement in fiat currency (FIAT) in a jurisdiction or country of destination, either for the Client's own payments or for payments to third-party beneficiaries designated by the Client.
In this regard, VelaFi may use Virtual Assets as an intermediate operational or settlement mechanism to facilitate the transfer of value between jurisdictions, including the temporary conversion of funds to Virtual Assets and their subsequent conversion to fiat currency in the destination jurisdiction.
The Client may use the Service to transfer Virtual Assets to their own accounts or Wallets in other jurisdictions; or to execute payments to third-party beneficiaries, including suppliers, Clients or other business counterparties. In such case VelaFi may ask for additional information for End User’s identification.
The Client will be responsible for the legitimacy, nature and economic purpose of the payments instructed through the Platform.
SECOND. - CONVERSION AND EXCHANGE RATE.
The Parties agree that conversions between fiat currency and Virtual Assets made within the framework of the On Ramp and Off Ramp Services will be performed by VelaFi using the conversion mechanisms available on the Platform at the time of each transaction. Market hours only affect reference prices and do not influence the execution of normal operations.
The applicable exchange rateThe exchange rate will be the one in effect on the Platform at the time the transaction is confirmed for execution, and may include any applicable fees, spreads, or operating costs. The Client acknowledges and accepts that the exchange rate may vary depending on market conditions and available liquidity.
THIRD. - IRREVERSIBILITY OF TRANSACTIONS WITH VIRTUAL ASSETS.
The Client acknowledges and accepts that transactions carried out on blockchain networks or through Virtual Asset transfersThese are, by their technological nature, generally irreversible once they have been transmitted to the corresponding network and confirmed according to its validation rules.
Consequently, once a transaction has been executed and recorded on the applicable blockchain network,VelaFi may not cancel, reverse, or modify such a transaction, except where technically possible and reasonably controllable by VelaFi. VelaFi will not be liable for delays resulting from network congestion, blockchain infrastructure failures, or any other event beyond its reasonable control.
Therefore, the client understands and accepts that they will be responsible for verifying the accuracy of the information provided for the execution of each transaction, including, but not limited to:
Wallet Addresses.
Transaction amounts,
Blockchain networks used, and
Beneficiary details.
VelaFi will not be liable for losses arising from errors in the information provided by the Client, its Users, or third parties, including the delivery of Virtual Assets to incorrect or incompatible addresses. In the event of an error in a transaction, VelaFi may, at its sole discretion and without assuming any liability, take action.without any obligation, to make reasonable efforts to assist in the recovery of the Virtual Assets, provided that this is technically and operationally feasible. The Client acknowledges that such efforts do not guarantee the recovery of the assets involved.
Without prejudice to the foregoingPreviously, transactions that have not yet been transmitted to the blockchain network or that are in the process of internal verification may be suspended or canceled by VelaFi. In case of:
Detection of operational errors,
Non-compliance with compliance policies (AML/KYC),
Suspicion of fraud or illegal activity, or
Regulatory or competent authority requirements.
In the event that VelaFi issues a refund, the Customer shall be responsible for any fees, interest, or costs incurred in connection with such refund.
FOURTH. - SETTLEMENT OF OPERATIONS.
VelaFi will process and settle transactions initiated through the Platform in accordance with current operating procedures. Settlements may be made:
For On Ramp Services inVirtual Assets, through transfers to the Wallet addresses designated by the Client or the corresponding beneficiary; or
For Off-ramp Services in fiat currency, via bank transfers or other enabled payment methods.
Settlement times may vary depending on:
internal operating processes,
the payment systems used,
confirmation of applicable blockchain networks,
compliance controls or transaction verification.
the availability of liquidity in the destination jurisdiction;
regulatory compliance controls or transaction verification;
VelaFi will not be liable for delays resulting from factors beyond its reasonable control, including blockchain network congestion or payment system disruptions. The Client acknowledges and accepts that transactions may be executed via internal mechanisms for settlement, compensation or liquidity redistribution,without necessarily having a direct transfer of the same funds received at the source to the final beneficiary.
FIFTH. - PRE-FOUNDING AND POST-FOUNDING.
In order to execute instructions for carrying out transactions under the Payment Service, the Client must maintain a minimum balance in Virtual Assets or in fiat currency equivalent to the amount of the transaction they wish to execute, as appropriate, in accounts, Wallets or addresses designated by VelaFi or the Client for such purposes.
These balances may be used by VelaFi exclusively for the execution and settlement of transactions instructed by the Client through the Platform. VelaFi may establish minimum prefunding amounts, as well as require additional deposits when necessary to ensure sufficient liquidity for processing transactions.
Likewise, VelaFi may at its discretion allow the Client a post-funding model that will allow the Client to execute transactions within the Platform even when they do not have sufficient funds to carry them out; however, VelaFi will not be able to liquidate the resources of said transaction in accounts, Wallets or addresses designated for that purpose, until the Client has sufficient funds for it.
SIXTH. -COMPENSATION OR NETTING.
VelaFi may, at its discretion and when operationally efficient, offset (net) payment obligations arising from multiple transactions made by the Client, so that only the resulting net amounts are settled between the parties.
SEVENTH. -LIQUIDITY MANAGEMENT.
The Payment Service will be provided under a liquidity management model administered by VelaFi, which may include the use of Virtual Asset reserves, operating accounts, proprietary or third-party infrastructure provider wallets, as well as prefunding or compensation mechanisms.
In order to facilitate the execution of cross-border payments, VelaFi may maintain liquidity reserves in different jurisdictions or blockchain networks, which may be used to settle transactions instructed by the Client.
The Client acknowledges that, in certain cases, VelaFi may execute a transaction using liquidity available in the destination jurisdiction, while the Virtual Assets received in the origin jurisdiction may be managed separately within VelaFi's liquidity infrastructure.
This operating model may involve transactions being executed through internal mechanisms of compensation, liquidity redistribution or balance management between Wallets, without necessarily involving a direct transfer of the same Virtual Assets received at the source to the final beneficiary.
EIGHTH. -USE OF THE PLATFORM.
Access to and use of the Services will be carried out through theVelaFi's technological platform, therefore VelaFi grants the Client temporary, non-exclusive, and revocable use of the Platform,which may include web interfaces, APIs, or other integration mechanisms.
The Client will be responsible for:
Implement the necessary technical integrations for the use of the service;
Maintain the security of your login credentials;
Verify the accuracy of the information provided for the execution of the transactions.
VelaFi may update or modify the functionalities of the Platform when necessary for operational, regulatory or security reasons.
NINTH. - SPREAD AND SPOT PRICES.
The Parties agree that the price SPREAD will be determined based on the SPOT price, which will be the market price established at the time of the transaction and may be subject to negotiation between the parties. They also agree that the sale price for each transaction will be the SPOT price plus the SPREAD.
TENTH. - OPERATING CONDITIONS AND SLA.
Generation of payment instructions
For each transaction, the Client must generate a Payment Instruction through the Platform dashboard.
The payment instruction must include, as applicable:
The selected digital asset (e.g., USDC, USDT, BTC);
The amount of the transaction;
The details of the bank account or destination wallet;
Acceptance of the applicable exchange rate or price; and
Generating a unique settlement reference for the transaction.
The Client shall upload or otherwise provide supporting documentation that demonstrates the underlying economic purpose of the transaction in accordance with the Client's regulatory obligations when the order is generated.
Upon receiving a valid Payment Instruction generated by the Client, VelaFi will execute the corresponding transfer strictly in accordance with the Client's instructions and subject to the terms of the Agreement. Any bank transfer or escrow transfer executed in connection with a transaction must:
Begin only on the basis of the Client's authorized instruction;
to be executed from accounts designated for settlement under the Contract; and
Do not grant VelaFi any discretionary authority over the Client's bank accounts, funds or assets beyond what is expressly provided for in the Contract.
The beneficiaries of any payment must, without exception, be duly incorporated Clients or counterparties, identified and approved by the Client in accordance with applicable AML, KYC and sanctions regulations.
VelaFi will issue the corresponding bank transfer receipt and provide the Client with the IMAD (Input Message Accountability Data) confirmation that proves the execution of the transfer.
Operating windows and service levels
Subject to applicable legislation, banking regulations and compliance requirements, the standard operational execution windows are as follows:
Bank execution window: Banking hours on banking business days.
Pricing, quotations, and instruction generation may occur outside of banking hours; however, bank settlement must occur during applicable banking hours.
Transactions initiated outside of the relevant banking window, during weekends or bank holidays, may be processed during the next relevant banking session.
Support and response times
VelaFi provides tiered support during business hours (9:00 a.m. to 6:00 p.m. PST, Monday through Friday) and 24/7 emergency support for critical outages.
All other deadlines and specifications will be set forth in the SLAs generated by VelaFi, which the Customer may request from their sales representative.
Regulatory compliance and guarantees
The Parties shall be subject to the obligations applicable to them under the activities they carry out in accordance with the laws applicable to them.
Nothing in this Annex shall apply to require the Client to execute or complete a transaction that would violate applicable law or regulatory guidance; or limit the Client's authority to delay, suspend, or refuse a transaction for regulatory or compliance reasons, in accordance with the Agreement.
Without agency or account control
Nothing in this Annex shall be construed as:
To create a relationship beyond that expressly established in the Contract;
Grant VelaFi control, discretion, or signing authority over the Client's bank accounts or Wallets; or
Modify the allocation of regulatory responsibility between the Parties.
Maintenance and updates
VelaFi may perform system updates, patches, or improvements to maintain and enhance the quality of service.
Data management and security
VelaFi has a robust information security framework aligned with international standards, including ISO/IEC 27001:2022 certification, through which it has implemented and maintains an Information Security Management System (ISMS) focused on protecting the confidentiality, integrity, and availability of information. Furthermore, it also complies with SOC 2 standards, which demonstrates the existence of adequate controls regarding security, availability, processing integrity, confidentiality, and privacy, in accordance with criteria established by the American Institute of Certified Public Accountants (AICPA). These standards reflect VelaFi's commitment to international best practices in risk management, data protection, and technological security in the provision of its services. Among its data protection practices, we highlight the following:
Data backups: Daily incremental backups and weekly full backups retained for 30 days.
Data security: Encryption in transit (TLS 1.2+) and at rest (AES-256).
Privacy compliance: complies with applicable data protection regulations (e.g., GDPR, PIPEDA, CCPA where applicable).
Apis
The Client acknowledges that the provision of the Services listed in this Annex by VelaFi may require integration through application programming interfaces (APIs).
For this purpose, the Parties will carry out the corresponding integration, for this purpose the Client undertakes to deliver the corresponding documentation which will be faithful, true, accurate, authentic and verifiable, in addition to complying with the requirements necessary to conclude said integration according to the work plan agreed between them.VelaFi may, at any time, request additional information, technical documentation, audits, or validations regarding the Applications to verify compliance with technical, regulatory, and security standards. The Client agrees to cooperate immediately with such requests.
The Client agrees that they will be solely responsible for the use of the keys and other credentials used to make the connection via API with VelaFi, releasing the latter from any liability and misuse that may occur with them. Likewise, it will be the Client's responsibility to observe any changes and technical updates that VelaFi informs them about through the Platform related to the use of said APIs.
Failure to comply with the obligations set forth in this clause will be considered a material breach, entitling VelaFi to suspend services and/or terminate the Contract by operation of law, without prejudice to any damages that may be due.
ELEVENTH. - REGULATORY COMPLIANCE.
The Client acknowledges that the provision of the Services is subject to compliance with VelaFi's Anti-Money Laundering (AML), Know Your Customer (KYC), international sanctions, and transaction monitoring policies and procedures. In this regard, VelaFi may:
Request additional information about the Client, its Users or beneficiaries;
Verify the identity of the participants in the transactions;
Monitor operations for the purpose of preventing fraud or illegal activities;
Suspend, reject, or block transactions that could pose a regulatory or reputational risk.
The Client agrees to cooperate reasonably with any request for information necessary for the fulfillment of these obligations.
TWELFTH. - VALIDITY AND NON-EXCLUSIVITY.
The Parties agree that this Annex will come into force upon its signature and will remain in force indefinitely, unless one of the Parties expresses its will to terminate it in accordance with the conditions established herein or in the event that the Contract referred to above is terminated or rescinded.
If either Party wishes to terminate this Contract during the established term, it must notify VelaFi in writing 30 (thirty) calendar days in advance, and the Client will be obliged to pay the outstanding amounts.
This legal act does not imply exclusivity in any way for the Parties, so VelaFi may freely provide them to any other Client and the Client may receive them from any other provider.
- Last update May 2026.