Terms of Service

1. About these Terms

These Terms of Service (the "Terms") govern your access to and use of the Edenex website, the Edenex web application, and all related services (together, the "Platform").

The Platform is operated by EDENEX - FZCO, a free zone company holding trade licence 27573 issued by the Dubai Integrated Economic Zones Authority, with its registered office at Premises No. DSO-IFZA, IFZA Properties, Dubai Silicon Oasis, Dubai, United Arab Emirates ("Edenex", "we", "us", "our").

By accessing the Platform, creating an account, or using any service made available through it, you agree to be bound by these Terms. If you do not agree, you must not use the Platform.

These Terms and the documents that form part of them are published in English only. Any translation is provided for convenience, does not form part of the agreement, and the English text prevails.

2. Role and capacity of the Operator

2.1 The capacity in which Edenex acts

Edenex acts solely as a provider of technology and as the operator of a marketplace. In that capacity, Edenex makes available the software environment in which exporters, investors, service providers, and licensed financial counterparties identify one another, exchange information, negotiate and structure transactions, generate documentation, and maintain an auditable record of what has been agreed.

Edenex contracts with you in its own name and on its own behalf in respect of the provision of that technology, and in that respect only. In respect of any transaction concluded through the Platform, Edenex acts neither as principal nor as agent of any user.

2.2 Contractual relationships arising through the Platform

Each transaction concluded through the Platform is concluded between the users and counterparties identified in that transaction, on the terms agreed between them. Where a licensed partner is presented on the Platform, that partner contracts with you directly, in its own name, under its own authorisation, and on its own contractual terms. Your relationship with that partner is separate from, and additional to, your relationship with Edenex under these Terms.

In particular:

• fiat settlement is performed by independently licensed payment providers, on their own accounts and under their own licences;
• crypto-assets recorded in your Platform Wallet are held and administered by STELLARIA, S.A., using the custody technology of Liminal Custody Pte. Ltd.;
• investment products are issued by the Issuer identified in the relevant product documentation.

2.3 Matters outside the Operator's capacity

For the avoidance of doubt, and without limiting section 2.1, Edenex does not:

1. hold client money. Fiat currency is at no point received, held, or controlled by Edenex;
2. hold or control crypto-assets, or hold the means of access to them;
3. issue any investment, participation, note, token, or other instrument made available through the Platform;
4. carry on the business of a bank, credit institution, electronic money institution, payment institution, money transmitter, broker-dealer, investment adviser, portfolio manager, insurer, insurance intermediary, freight forwarder, or customs broker;
5. guarantee the performance, solvency, or conduct of any user, counterparty, Issuer, Payment Provider, or service provider;
6. guarantee the settlement of any transaction, or act as central counterparty, clearing house, or netting party;
7. provide investment, legal, tax, or accounting advice, or make any personal recommendation.

Edenex holds no authorisation in respect of the activities listed in paragraph 4 above, and does not carry them on.

3. Definitions

4. Eligibility

You may use the Platform only if all of the following are true:

1. You are at least 18 years old and have full legal capacity to enter into binding contracts.
2. You are not a resident of, located in, or a national of an Excluded Jurisdiction (section 5).
3. You are not subject to sanctions administered by the United States Office of Foreign Assets Control, the European Union, the United Nations Security Council, or the United Kingdom, and you are not owned or controlled by, or acting on behalf of, any such person.
4. You are acting for yourself or are duly authorised to act for the legal entity you represent.
5. Your use is lawful in the jurisdiction from which you access the Platform.

If you are registering on behalf of a legal entity, you represent that you have authority to bind that entity, and "you" refers to both you and that entity.

You must tell us promptly if any of the above ceases to be true. We may refuse, suspend, or terminate access at our discretion where any of the above ceases to be true, or where we reasonably believe it may not be true.

5. Jurisdictional restrictions

5.1 Excluded Jurisdictions

The Platform is not offered to, and may not be used by, persons who are resident in, located in, incorporated in, or a national of:

• the United States of America, its territories and possessions; and
• any jurisdiction subject to comprehensive sanctions administered by the United States, the European Union, the United Nations, or the United Kingdom.

We maintain the list of Excluded Jurisdictions and update it as sanctions regimes change. It is applied at onboarding and on an ongoing basis. The list in force is available on request from [email protected].

Separately from the exclusions above, investment services are not available to persons resident in, located in, incorporated in, or acting from the Russian Federation. That restriction is set out in the Investor Eligibility document and applies to investment services only.

5.2 Not an offer where unlawful

Nothing on the Platform constitutes an offer, solicitation, or invitation to any person in any jurisdiction where such an offer, solicitation, or invitation would be unlawful, or where we are not authorised to make it.

Information published on the Platform, including any numerical performance, yield, or return information, is not directed at and is not intended for persons in the United States or in any jurisdiction subject to comprehensive sanctions. Persons in those jurisdictions must not rely on it.

5.3 European Economic Area — restricted access

EDENEX EX s.r.o. has applied to Národná banka Slovenska for authorisation as a crypto-asset service provider under Regulation (EU) 2023/1114 ("MiCA"), and that application is pending. Authorisation has not yet been granted, so that company provides no crypto-asset services.

Accordingly, and until authorisation is granted:

• residents of the European Economic Area may browse the Platform, access general information, and register an expression of interest;
• residents of the European Economic Area may not use any service that constitutes a crypto-asset service under MiCA, including custody or administration of crypto-assets, transfer of crypto-assets, exchange of crypto-assets for funds or for other crypto-assets, operation of a trading platform, reception and transmission or execution of orders, portfolio management, or advice.

We apply this restriction on the basis of the information provided during registration and verification. Attempting to circumvent it is a material breach of these Terms.

We will update this section when the status of the application changes. We do not represent that authorisation will be granted, or granted by any particular date.

6. Registration and verification

6.1 Your Account

You must provide accurate, current, and complete information and keep it up to date. You are responsible for maintaining the confidentiality of your credentials and for all activity under your Account. Notify us immediately at [email protected] if you suspect unauthorised access.

Accounts are personal and may not be sold, assigned, or shared.

6.2 Verification and tiers

Access to Platform functionality depends on the level of identity and compliance verification you have completed. Verification is performed through our identity verification provider and may include identity document checks, liveness checks, corporate documentation, source-of-funds evidence, tax self-certification, and screening against sanctions, politically exposed person, and adverse media data.

Unverified users may browse and may receive value up to a single allowance that is not renewed. They may not withdraw and may not commit capital.

Higher verification tiers unlock additional functionality and higher transaction limits. The applicable tiers, requirements, and limits are set out in the Investor Eligibility document, in the AML, KYC and Sanctions statement, and in your Account.

We may require additional information or documentation at any time, including after a transaction has been initiated, and may decline, pause, or reverse an action pending review. We may decline to open an Account or may close an Account without providing reasons where disclosure would prejudice a legal or regulatory obligation.

7. Services

The Platform makes the following available. Availability depends on your verification tier, your jurisdiction, and applicable restrictions.

7.1 Trade-finance deals and investment pools

The Platform allows exporters and originators to present transactions, and allows eligible investors to review and commit capital to them. Products are issued by the relevant Issuer, which is identified in the product documentation together with its jurisdiction and regulatory status.

Eligibility to view or commit to a given product is governed by the Investor Eligibility document, which forms part of these Terms. The checks described there are eligibility checks; they are not an assessment of whether a product is suitable or appropriate for you, and you remain responsible for your own investment decisions.

7.2 Platform Wallet

Balances shown in your Platform Wallet represent crypto-assets held and administered by STELLARIA, S.A. using Liminal custody technology. Edenex records and displays those balances; it does not hold, control, or have access to the underlying assets.

Deposits and withdrawals of crypto-assets are executed by that partner and are subject to its terms, its verification requirements, and applicable blockchain network conditions. Blockchain network fees are borne by you and are deducted from the amount you receive.

7.3 Exchange

Exchange allows users to exchange currencies with one another. Edenex facilitates the matching and records the outcome. Edenex is not a counterparty to the exchange, does not set the rate agreed between users, and does not operate a trading venue or an order-driven market.

7.4 Payment provider marketplace

The Platform lists independently licensed Payment Providers and allows you to compare their quotes and select one. If you proceed:

• you contract directly with the Payment Provider on its own terms;
• the Payment Provider holds any fiat funds on its own accounts, under its own licence, and is solely responsible for executing the payment;
• Edenex does not receive, hold, transmit, or settle fiat funds and is not a party to the payment.

The order and composition of listings are determined by Edenex and do not constitute an independent recommendation, ranking of quality, or endorsement. Providers pay us to be listed beyond a free quota, and we are paid whether or not a provider performs; listing order is not sold, and being listed is not an assurance about the provider.

7.5 Ancillary services

Where logistics, insurance, customs, or similar services are presented through the Platform, they are provided by third parties under their own contracts and licences. Edenex is not the provider of those services and gives no warranty in respect of them.

8. Funds, custody, and settlement

8.1 Where funds and assets are held

Fiat funds relating to a transaction concluded through the Platform are received, held, and settled by the licensed Payment Provider selected for that transaction, on that provider's own accounts and under its own licence.

Crypto-assets recorded in your Platform Wallet are held and administered by STELLARIA, S.A., using the custody technology of Liminal Custody Pte. Ltd.

8.2 Status of displayed balances

A balance displayed on the Platform is a record of a position held with the relevant partner, on the terms of your agreement with that partner. It is not a deposit with Edenex and does not give rise to a claim against Edenex.

8.3 Recourse

Where an Issuer, Payment Provider, custody partner, or other counterparty becomes insolvent, defaults, or acts improperly, your recourse lies against that entity, on the terms of your agreement with it and under applicable law.

9. Fees

The fee applicable to a transaction is shown to you before you confirm it, and no fee is charged that has not been disclosed to you in that way beforehand. Fees are deducted from amounts collected on a transaction before those amounts are applied to the parties who funded it, so a fee may be payable on a transaction that produces a loss for you.

Third parties — including Payment Providers, custody partners, Issuers, and blockchain networks — charge their own fees under their own terms. Those fees are not set by Edenex.

We may change our fees. Material changes take effect no earlier than 30 days after notice, except where a change is required by law or reduces the amount payable by you, in which case it may take effect immediately.

10. Your obligations and prohibited use

You must not:

• provide false, misleading, or fraudulently obtained information;
• use the Platform to launder money, finance terrorism, evade sanctions, evade tax, or commit or facilitate any offence;
• use the Platform on behalf of an undisclosed third party;
• circumvent or attempt to circumvent verification, jurisdictional, or eligibility controls, including by using a virtual private network, proxy, or false residency information;
• interfere with, probe, scrape, overload, reverse engineer, or attempt to gain unauthorised access to the Platform or its underlying systems;
• upload malicious code, or content that is unlawful, infringing, or defamatory;
• misrepresent your relationship with Edenex, or use our name or marks without written permission;
• use the Platform to make an offer of securities or financial products to any person where doing so would require an authorisation you do not hold;
• use the Platform, or access it, in order to develop or operate a competing product or service, or for benchmarking or competitive analysis;
• use Content, data, or output obtained from the Platform to train, test, or improve a machine-learning model or artificial-intelligence system.

Breach of this section may result in immediate suspension, termination, forfeiture of access, and disclosure to competent authorities.

11. Content and intellectual property

11.1 Our rights

The Platform, its software, design, structure, text, and marks are owned by Edenex or its licensors and are protected by intellectual property law. We grant you a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform for its intended purpose. No other rights are granted.

11.2 Your Content

You retain ownership of Content you submit. You grant Edenex a non-exclusive, worldwide, royalty-free licence to host, store, reproduce, process, and display that Content, and to authorise the service providers we use to do the same on our behalf, to the extent necessary to operate the Platform, to make it available to counterparties you transact with, and to comply with legal and regulatory obligations.

You represent that you have the right to submit the Content and that it does not infringe the rights of any third party.

Where you send us a suggestion, idea, or other feedback about the Platform, we may use it without restriction and without any obligation or payment to you, and it does not become confidential information of yours.

11.3 Third-party information

The Platform displays information originating from users, partners, and third-party sources — including quotes, ratings, tracking data, and market information. We take reasonable care in presenting it but do not warrant its accuracy, completeness, or timeliness, and you should not rely on it as the sole basis for any decision.

11.4 Confidentiality of non-public information

Through the Platform you may see information that is not public — the terms of a transaction, the identity and details of a counterparty, pricing, quotes obtained from Payment Providers, and documents uploaded by others. You may use that information only to evaluate, enter into, and perform a transaction on the Platform, and you must keep it confidential.

You must not disclose it to anyone else, other than to your professional advisers under a duty of confidentiality or where disclosure is required by law or by a competent authority. You must not use it to compete with Edenex or with another user, to approach a counterparty in order to transact outside the Platform, or to compile or publish a dataset.

This obligation continues after your Account is closed. It does not apply to information that is public, or becomes public other than through your breach, or that you already held free of any duty of confidence.

11.5 Monitoring at our discretion

We may review, screen, or monitor Content, communications between users, and use of the Platform, and we may remove or restrict what breaches these Terms. We do this where we consider it necessary to operate and protect the Platform, to prevent fraud and financial crime, to comply with a legal or regulatory obligation, or to respond to a report.

We are not obliged to do so. Nothing in this section means that Content, a document, or a counterparty has been checked, verified, or approved by us, and it does not make us responsible for Content we have not reviewed or removed.

Where a specific check is described in these Terms or in the AML, KYC and Sanctions statement, that check is carried out as described there. This section does not reduce it.

12. Availability, changes, and suspension

We may modify, suspend, or discontinue any part of the Platform at any time. We aim to give reasonable notice of material changes but may act immediately where necessary for security, legal, or regulatory reasons.

We do not warrant uninterrupted or error-free availability. Scheduled maintenance and unscheduled downtime may occur.

We may suspend or restrict your Account, or reverse or refuse a transaction, where we reasonably believe it is necessary to comply with law, to prevent fraud or financial crime, to protect the Platform or other users, or where you are in breach of these Terms.

13. Termination

You may close your Account at any time by contacting [email protected], provided you have no open commitments, pending transactions, or outstanding obligations.

We may terminate or suspend your Account immediately on notice where you materially breach these Terms, where verification cannot be completed or maintained, where continuing would expose us to legal or regulatory risk, or where required by a competent authority.

Termination does not affect accrued rights and obligations, or any transaction already entered into with a third party. Sections 2, 3, 8, 11, 14, 15, 16, 19, and 20 survive termination. We will retain your data for the periods set out in the Privacy Policy.

14. Disclaimers

To the fullest extent permitted by law:

• the Platform is provided "as is" and "as available", without warranty of any kind, express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement;
• we do not warrant that the Platform will meet your requirements, that defects will be corrected, or that the Platform is free of harmful components;
• all investments carry risk, including total loss of capital. Past performance is not a guide to future performance. Projected, target, or indicative returns are estimates and are not guaranteed. The Risk Disclosure document forms part of these Terms and must be read before committing capital;
• we make no representation as to the tax treatment of any transaction. You are responsible for determining and meeting your own tax obligations.

15. Limitation of liability

15.1 Liability that is not excluded

Nothing in these Terms excludes or limits liability for fraud, fraudulent misrepresentation, death or personal injury caused by negligence, or any other liability that cannot lawfully be excluded or limited.

Nothing in this section affects your rights or our obligations under applicable data protection law. Claims for compensation for damage caused by unlawful processing of personal data are governed by that law and by the Privacy Policy, not by this section.

15.2 Matters for which we are not responsible

We are not responsible for loss arising from:

1. the acts, omissions, insolvency, default, or misconduct of any Issuer, Payment Provider, custody partner, counterparty, or other third party;
2. investment decisions you take, and the performance, value, or outcome of any product or transaction;
3. events outside our reasonable control, including blockchain network failure or congestion, third-party outage, cyber-attack, change of law, and regulatory action.

15.3 Types of loss excluded

We are not liable for indirect, incidental, special, consequential, or punitive loss, or for loss of profit, revenue, business, goodwill, opportunity, data, or anticipated savings, however arising.

15.4 Financial limit

Subject to sections 15.1 to 15.3, our total aggregate liability in connection with the Platform, whether in contract, tort, or otherwise, is limited as follows:

• where you use the Platform in the course of a business, to the greater of (a) the total fees you paid to Edenex in the twelve months preceding the event giving rise to the claim, and (b) USD 10,000;
• where you use the Platform as a consumer, to the greater of (a) those fees, and (b) USD 5,000.

15.5 Time limit for business claims

Where you use the Platform in the course of a business, you must notify us of a claim within twelve months of the date on which you became aware, or ought reasonably to have become aware, of the circumstances giving rise to it. This section does not apply to consumers.

15.6 Consumer protection preserved

Nothing in this section deprives a consumer of the protection of mandatory provisions of the law of their country of habitual residence, where that protection cannot be derogated from by agreement. Where any part of this section is held unenforceable in relation to a consumer, the remainder continues to apply.

15.7 Independent operation

The disclaimers in section 14 and the exclusions and limits in this section are an agreed allocation of risk between you and Edenex, and the fees charged for use of the Platform reflect that allocation.

Each of them applies independently of the others, survives termination of these Terms, and continues to apply even where another provision of these Terms, or a remedy provided for in them, is held to be ineffective or unenforceable. If any one of them is held unenforceable, the others continue in force.

16. Indemnity

You will indemnify and hold harmless Edenex, its affiliates, and their officers, employees, and agents against any claim, loss, liability, cost, or expense (including reasonable legal fees) arising out of your breach of these Terms, your violation of any law or third-party right, or your misuse of the Platform.

This does not apply to the extent that the claim, loss, liability, cost or expense arises from our own negligence, our breach of these Terms, or our wilful misconduct, or to the extent it results from our failure to take reasonable steps to mitigate it.

Where such a claim is brought, we will tell you about it within a reasonable period of becoming aware of it. We may conduct the defence ourselves, using advisers of our choice, and you will pay the reasonable cost of doing so; alternatively we may ask you to conduct it, in which case you will keep us informed of its progress. You may not settle or compromise a claim in which we are named, or one that would impose an obligation on us or require us to admit fault, without our prior written consent, which we will not unreasonably withhold. If we are late in telling you about a claim, your obligation under this section is reduced to the extent the delay has prejudiced you.

17. Complaints

If you are dissatisfied, write to [email protected], describing what happened, when, and what you would like done. Complaints are handled free of charge.

We will acknowledge your complaint and give you a final response as quickly as the matter allows. Where a matter needs longer, we will tell you why and when to expect an answer.

Where your complaint concerns a service provided by a licensed partner rather than by Edenex, we will route it to that partner, give you its complaints contact, and tell you that we have done so. The partner is responsible for answering it.

We do not participate in a financial ombudsman scheme, and no such scheme covers the operator. Nothing in this section affects your right to bring a claim before the courts identified in section 19, or, for a data protection matter, to complain to a supervisory authority as described in the Privacy Policy.

18. Changes to these Terms

We may amend these Terms. We will publish the amended text with a new last-updated date, and we keep the superseded text so that it can be produced on request.

Material changes take effect 30 days after we notify you, by email or by prominent notice on the Platform. Changes required by law or regulation, or necessary to address a security risk, may take effect immediately.

If you do not accept a change, you must stop using the Platform and may close your Account before the change takes effect. Continued use after a change takes effect constitutes acceptance.

19. Governing law and disputes

These Terms, and any non-contractual obligation arising out of or in connection with them, are governed by the federal laws of the United Arab Emirates and, to the extent applicable, the laws of the Emirate of Dubai.

Any dispute arising out of or in connection with these Terms is subject to the exclusive jurisdiction of the competent courts of Dubai, United Arab Emirates, and you submit to that jurisdiction.

Before commencing proceedings, you agree to first raise the matter through the complaints procedure in section 17 and to allow us a reasonable opportunity to respond.

Nothing in this section deprives a consumer of the protection of mandatory provisions of the law of their country of habitual residence, where such protection cannot be derogated from by agreement.

20. General

Entire agreement. These Terms, together with the Risk Disclosure, the Investor Eligibility document and the AML, KYC and Sanctions statement, constitute the entire agreement between you and Edenex regarding the Platform. Where we publish a further document and state that it forms part of these Terms, it does so from the date it is published.

No reliance on anything else. In entering into these Terms you do not rely on any statement, representation, assurance, warranty or projection that is not set out in the documents listed above. That includes anything said or shown in marketing material, on a website, in a presentation or in correspondence, anything said to you by any person, and any figure described as a target, projection, estimate, expectation or indicative return. Nothing in this paragraph limits liability for fraud or fraudulent misrepresentation, or affects a right that cannot lawfully be excluded.

Data protection notices. The Privacy Policy and the Cookie Policy explain how personal data is processed and what is stored on your device. They are notices, not terms of this agreement. Where they describe a choice that is yours to make, including consent to analytics, that choice is separate from your acceptance of these Terms, and withdrawing it does not affect them.

Force majeure. Neither you nor Edenex is liable for a failure to perform, or a delay in performing, an obligation under these Terms to the extent it results from an event beyond that party's reasonable control — including natural disaster, war, civil unrest, act of a government or regulator, epidemic, strike, failure of a telecommunications, internet, cloud or blockchain network, and failure of a third party on whom performance depends. The affected party will notify the other within a reasonable period and will resume performance as soon as it reasonably can. This paragraph does not excuse an obligation to pay an amount already due.

Order of precedence. If there is a conflict, product-specific documentation issued by an Issuer prevails over these Terms in respect of that product.

No waiver. Failure to enforce a provision is not a waiver of it.

Severability. If a provision is held unenforceable, the remainder continues in force.

Assignment. You may not assign your rights without our written consent. We may assign or transfer our rights and obligations to an affiliate or successor on notice to you.

No partnership. Nothing creates a partnership, joint venture, agency, or employment relationship between you and Edenex.

Notices. We may give notice by email to the address on your Account or by posting on the Platform. Notices to us must be sent to [email protected] and to the registered office in section 1. A notice sent by email is treated as received on the day it is sent, and a notice posted on the Platform on the day it is posted, unless the sender knows it did not arrive. Keeping the contact details on your Account current is your responsibility.

Third-party rights. A person who is not a party to these Terms has no right to enforce them.

Electronic communications and signatures. You consent to receive communications from us in electronic form, and you agree that an electronic record of your acceptance — including a click-to-agree acknowledgement and any electronic signature applied through the Platform — satisfies any requirement that a communication or agreement be in writing and signed.

21. Contact

EDENEX - FZCO Premises No. DSO-IFZA, IFZA Properties Dubai Silicon Oasis, Dubai, United Arab Emirates