Terms and Conditions

1. 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.
2. 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under oath, has the necessary authority to bind it under these Terms and Conditions, which authority has not been revoked, amended, or limited in any manner to date.
3. Its corporate purpose allows it to comply with the obligations set forth herein.
4. 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.
5. 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.

1. To be a natural person with the necessary legal capacity and without any limitation to be bound by the provisions of these Terms.
2. 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and that its legal has the necessary authority to bind it under these Terms and Conditions, which authority has not been revoked, amended, or limited in any manner to date.

3. 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.
4. 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.
5. 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.
6. 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.
7. 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.
8. 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.
9. All information, documents, and data provided are true, accurate, authentic, and verifiable.
    

I. DEFINITIONS

1. Annex: Section from these Terms and Conditions, which describe the terms of each service received and provided by VelaFi.
2. 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.
3. 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.
4. Merchant ID: Identification number used by the Client and VelaFi to identify the end user in the provision of services and settlement of funds.
5. 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.
6. 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.
7. 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.
8. 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.
9. 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.
    

1. Complying with the applicable regulations governing the Services provided.
2. 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.

1. Providing truthful, complete, and accurate information.
2. 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.
3. Using the Services exclusively for permitted purposes and refraining from carrying out illicit transactions.
4. Notifying VelaFi within five (5) days of any modification to its corporate structure, legal status, authorized persons, or any other relevant change.
5. 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.
6. 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.
7. 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.
8. 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.
9. 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.
10. 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.
11. 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.
     

• 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.

• sanctioned or restricted jurisdictions,
• wallet addresses identified as high-risk,
• users or entities included on international sanctions lists.

• countries or territories subject to comprehensive economic sanctions;
• jurisdictions restricted by applicable laws; or
• persons, entities, or addresses included on international sanctions lists.

1. The information becomes public domain through causes other than the act or omission of the other Party;
2. The information was lawfully in the possession of the other Party prior to disclosure;
3. Disclosure is required by a governmental authority.

• 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.

• Registration, onboarding, or new integration of Applications
• Significant modification to existing Applications
• Deregistration, disconnection, or cessation of use of any Application

1. The receipt of funds in fiat currency originating the Client,Users or third parties.
2. The conversion of said funds to Virtual Assets at the exchange rate applicable at the time of the transaction.
3. The settlement or transfer of Virtual Assets to the Wallets designated by the Client or by the User or corresponding beneficiary.
4. The processing of on-chain transactions to and from the Territory, subject to applicable compliance policies and regulatory controls.
5. Technological integration with the Platform to initiate, monitor, and reconcile operations.

1. The receipt of Virtual Assets from the Client's Wallets, from theirUsersor third parties.
2. The conversion of said Virtual Assets to fiat currency at the exchange rate applicable at the time of the transaction.
3. The settlement of funds in fiat currency through the enabled payment methods (bank transfers or other authorized means).
4. The execution of payments to beneficiaries located within or outside the Territory, as appropriate.
5. Compliance with anti-money laundering (AML) controls, Know Your Customer (KYC) procedures, and transaction monitoring, in accordance with applicable regulations.

1. Wallet Addresses.
2. Transaction amounts,
3. Blockchain networks used, and
4. Beneficiary details.

• Detection of operational errors,
• Non-compliance with compliance policies (AML/KYC),
• Suspicion of fraud or illegal activity, or
• Regulatory or competent authority requirements.

• 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.

• 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;

• 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.

1. Generation of payment instructions

• 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.

2. Execution of Transfers

• 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.

3. Operating windows and service levels

• 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.

4. Support and response times

• Designated Business Channels and Customer Success Manager
• Email: support@velafi.com
• Status updates: https://status.VelaFi.com

5. Regulatory compliance and guarantees

6. Without agency or account control

• 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.

7. Maintenance and updates

• Scheduled maintenance: Announced at least 48 hours in advance.
• Emergency maintenance: can be performed without prior notice if urgently required for safety or performance stability.

8. Data management and security

• 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).

9. Apis

• 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.