General Terms and Conditions of Fipto PI SAS

1. Introduction

1. These General Terms and Conditions of Sale (the "T&Cs") govern access to the Fipto.com platform (the "Platform") and the use of:

• Crypto-Asset services provided by Fipto in its capacity as a Crypto-Asset service provider (the "Crypto Services"); and
• the Fipto Payment Account and associated payment services provided by Fipto PI SAS, an ACPR-approved payment institution (the "Payment Services").

2. The T&Cs are intended exclusively for professional customers who are legal entities (the "Customer") acting within the scope of their professional needs.

2. Legal notices

3. Fipto.com is an online platform developed by Fipto PI, a simplified joint stock company, registered in the Nanterre Trade and Companies Register (RCS) under number 929 508 893, with its registered office at 65 Rue de la Croix, 92000 Nanterre, France ("Fipto").
4. Publishing director: Mr Bertrand Godin.
5. General contact: contact@fipto.com.
6. Main hosting: Amazon Web Services EMEA SARL (Luxembourg), a simplified joint stock company registered in the Luxembourg Trade and Companies Register under number B 186284, with its registered office at 38 Avenue John F. Kennedy, Luxembourg 1855, Luxembourg.

2.1 Fipto - Crypto-Asset service provider

7. Fipto is a Crypto-Asset service provider authorised by the French Financial Markets Authority (Autorité des marchés financiers, AMF) under number A2026-009 for the following services:

• Custody and administration of Crypto-Assets on behalf of Customers;
• Execution of orders on Crypto-Assets on behalf of Customers;
• Exchange of Crypto-Assets for funds;
• Exchange of Crypto-Assets for other Crypto-Assets;
• Transfer of Crypto-Assets on behalf of Customers

8. In accordance with applicable law, Fipto's PSCA authorisation can be verified at any time on the amf-france.org website.

2.2 Fipto - Payment service provider

9. Fipto is a payment institution authorised by the French Prudential Supervision and Resolution Authority (Autorité de Contrôle Prudentiel et de Résolution, ACPR) under bank code 17908 and REGAFI identifier 742839.
10. Fipto's authorisations to operate can be viewed in the register of financial agents maintained by the ACPR at the following address: www.regafi.fr.

3. Definitions

11. Unless otherwise specified and without altering the other definitions contained in the T&Cs, the terms and expressions defined below shall, whenever they begin with a capital letter, whether used in the singular or plural, masculine or feminine, have the meaning given to them below:
12. ACPR: refers to the Prudential Control and Resolution Authority located at 4 place de Budapest in Paris (75009).
13. Strong Customer Authentication: refers to the authentication method based on the use of two or more elements belonging to the categories of "knowledge" (something only the Customer knows), "possession" (something only the Customer possesses) and "inherence" (something the Customer is) and independent in the sense that the compromise of one does not compromise the reliability of the others, and which is designed to protect the confidentiality of authentication data, within the meaning of Article 4, 30 of Directive 2015/2366 of the European Parliament and of the Council of 25 November 2015 on payment services in the internal market.
14. CDC: refers to the Caisse des dépôts et consignations (Deposits and Consignments Fund).
15. Customer(s): refers to any independent professional Customer or company considering opening a payment account with Fipto for its professional needs.
16. CMF: refers to the Monetary and Financial Code
17. Fipto Payment Account: refers to the payment account opened in Fipto's books.
18. Conversion or Conversion Operation: refers to the service offered by Fipto which consists of exchanging a quantity of one type of Crypto-Asset for a quantity of another Crypto-asset; a quantity of fiat currency (FIAT) for a quantity of Crypto-Asset or vice versa; or one fiat currency for another fiat currency.
19. Crypto-Asset(s): refers to one or more Crypto-Assets within the meaning of Regulation (EU) MiCA 2023/1114.
20. Value Date: refers to the date on which a payment transaction is debited or credited to the Fipto Payment Account.
21. Personal Data: refers to any data and/or other information defined as such by the applicable French and European regulations on the protection of personal data.
22. Personalised Security Data: refers to the data provided by Fipto to the Customer for authentication purposes. This includes, in particular, the identifier and any other data that may be related to the Customer's Strong Customer Authentication procedure.
23. PSD 2: refers to Directive (EU) 2015/2366 of the European Parliament and of the Council of 25 November 2015 on payment services in the internal market.
24. FGDR (Fonds de Garantie des Dépôts et de Résolution): refers to the Deposit Guarantee and Resolution Fund.
25. Relationship Form: refers to the document, to be completed by the Customer when entering into a relationship for access to the Services.
26. Conversion Fees: refers to the fees charged by Fipto for performing a Conversion.
27. Prohibited Jurisdictions: refers to high-risk jurisdictions listed by the French, European and international authorities and Fipto.
28. Anti-Money Laundering and Counter-Terrorist Financing (AML/CFT): refers to the fight against money laundering and terrorist financing.
29. Sanctions Lists: refers to lists established by governmental and/or regulatory authorities for the purposes of Sanctions or any similar list maintained by any of the Sanctions authorities or any public announcement of the designation of Sanctions made by any of them.
30. Eckert Law: refers to Law No. 2014-617 of 13 June 2014 on dormant bank accounts and unclaimed life insurance policies.
31. Tax Identification Number (TIN): refers to the tax identification number
32. Order: refers to a Customer's consent to the execution of a Transaction or Conversion.
33. Partner(s): refers to the service providers used by Fipto in the provision of Services.
34. Parties: refers to Fipto and Customer, including their respective affiliated entities.
35. Prohibited Persons: refers to residents of prohibited jurisdictions and Sanctioned Persons.
36. Sanctioned Persons: means a person (i) listed on a Sanctions List, or owned or controlled by a person listed on a Sanctions List, or acting on behalf of a person listed on a Sanctions List (ii) located or incorporated under the laws of a country or territory that is the subject to country-wide or territory-wide Sanctions, or owned or controlled (directly or indirectly) by a person located or incorporated under the laws of a country or territory that is subject to country-wide or territory-wide Sanctions, or acting on behalf of such a person, or that is otherwise subject to Sanctions. i.e. a person with whom a US Person or other national of a Sanctioning Authority would be prohibited or restricted by law from engaging in trade, business or other activities.
37. Platform: refers to the Fipto.com website, including all its subdomains, and any website on which the Services are available.
38. External Wallet: refers to the Customer's personal, non-hosted wallet containing the Customer's Crypto-Assets, not held by Fipto but identified as available to receive deposits.
39. Internal Wallet: refers to the hosted wallet containing the Crypto-Assets held by Fipto on behalf of the Customer.
40. Bank Details: refers to the Customer's bank account details provided following the opening of the Fipto Payment Account.
41. Sanctions: refers to any law, regulation, embargo or restrictive measure relating to economic or trade sanctions administered, promulgated or enforced by (i) the United States (ii) the United Nations (UN) (iii) the European Union; and/or any sanctions regulations or laws administered by other governmental or regulatory bodies that are applicable to the Parties or their Partners.
42. Services: refers collectively to the Payment Services and Crypto Services provided by Fipto.
43. Signatory: means the natural person authorised to represent the Customer and accept the T&Cs on behalf of and for the account of the legal entity.
44. Transactions: refers to the action of transferring or withdrawing funds in FIAT or Crypto-Assets to or from a payment account, Internal Wallet, External Wallet and/or bank account.
45. User(s): refers to any natural person authorised by the Customer to access the Platform and use the Services on behalf of and under the responsibility of the Customer, including a Signatory as well as any person to whom the Customer has granted access rights to the Fipto Payment Account).

4. Scope of application

46. The T&Cs, the Relationship Entry Form, and any special conditions that may have been signed constitute the entire agreement between the Customer and Fipto.

5. Acceptance of risks inherent in the Services

47. Access to the Services requires a thorough understanding of blockchain technologies, Crypto-Assets and digital wallets, as well as a good knowledge of the Crypto-Assets market. If Customers have any doubts and/or additional questions about how the Services work and the associated risks, they are invited to contact Fipto by sending an email to the address indicated in the legal notice. If the Customer does not understand how these technologies work, they must refrain from using the Services.
48. By accepting these T&Cs, the Customer warrants that they are aware of the consequences and risks associated with the Crypto-Asset sector and blockchain technologies, which are described below.

5.1 Availability risk

49. We do not guarantee that Fipto Services will be available at all times or that they will not be subject to unexpected service interruptions or network congestion. You may not be able to buy, sell, store, transfer, send or receive Crypto-Assets or FIAT when you wish.

5.2 Technology Risk (Security)

50. Customers must be aware of the technical risks associated with the Services, which include, in particular, risks arising from an error or security breach associated with the blockchain, which may result in the loss of data or loss of access to their Crypto-Assets.
51. This technological risk may result from an error or security breach associated with the blockchain, enabling and/or leading to hacking and data theft on the Platform, including, but not limited to, Sybil attacks, smurfing malware attacks, or other known or unknown new methods.

5.3 Economic risk (volatility)

52. Customers should be aware of the economic risks associated with the Services. They acknowledge that Crypto-Asset markets are decentralised and unregulated.
53. The Service is not suitable for many Customers and presents a high risk of capital loss, particularly due to the extreme volatility of the markets.
54. Consequently, although the risk of loss does not exceed the amount invested, Customers undertake not to invest funds that they cannot afford to lose. Furthermore, they acknowledge that past performance is not indicative of future performance, which may rise or fall.
55. As such, Fipto does not provide any advice on regulatory, compliance or tax matters and cannot be held liable for decisions made by the Customer on these grounds. It is the Customer's responsibility to seek their own independent professional advice where necessary.

5.4 Legal and regulatory risk

56. Customers are advised that the legal framework for Crypto-Assets varies depending on the jurisdiction in which they are located and that Crypto-Assets may be prohibited or subject to a regulatory framework that could result in a significant or total decline in their value.
57. Customers should be aware of the risk resulting from the lack of regulation and the subsequent absence of any guarantees associated with this type of asset on regulated markets.
58. In addition, the Platform is subject to AML/CFT requirements, which may change in the future. Such a change could result in additional obligations for Fipto and thus limit the effective use of the Services.
59. Finally, future legislation and case law could also have an impact on the existence and legality of Crypto-Assets and related technologies.

6. Eligibility

60. The Services are intended for Customers acting exclusively for professional purposes.
61. The Services enable companies and entrepreneurs operating as micro-enterprises and/or sole traders, limited liability companies, single-member limited liability companies, simplified joint stock companies, and single-member simplified joint stock companies to access Fipto's Services.
62. Fipto accepts all sectors of industry and commerce with the exception of the following areas (non-exhaustive list subject to change): activities of cannabis, endangered animal species, nominee directors / shareholders services, shell companies / use of shell banks, adult content, companies with nominee directors / shareholders, prohibited drugs, opening accounts on behalf of clients, offshore company formation services, weapons, military or semi-military, precious stones and metals, the sale of goods/services likely to damage the image or reputation of third parties, and any illegal activity.
63. To access the Services, the User must:

• have full legal capacity;
• be of legal age;
• where applicable, be the legal representative of the company for which they wish to open an account;
• act on behalf of a company with its registered office in a country which is accepted by Fipto;
• have a valid identity document from a European country or, for foreign nationals, a passport or a residence permit that meets the same conditions;
• be a French tax resident, or, in the case of other tax residences abroad, have a valid tax identification number (TIN);
• have their telephone number, email address, identity document and smartphone with a camera to hand.
• meet the identification requirements for the prevention of money laundering and terrorist financing. Consequently, Prohibited Persons, whether they are Sanctioned Persons or persons domiciled in a Prohibited Jurisdiction, are not authorised to use Fipto's Services.

64. Fipto may, where appropriate, make full access to Fipto's Services subject to additional checks and requests.
65. Fipto may, at its sole discretion and without having to justify its decision, refuse any request to open a payment account. This decision shall in no event give rise to any damages. It shall be notified by email or directly in the Customer's secure personal area on the Platform.

7. Payment account

7.1 Fipto Payment Account

66. The Fipto Payment Account is a payment account in euros held by Fipto. The Fipto Payment Account does not allow overdrafts.
67. The Fipto Payment Account is identified and recognised by the bank account number.
68. The Fipto Payment Account is reserved for professional customers (legal entities).
69. The Fipto Payment Account can be accessed from the Platform via a web browser.
70. From the secure personal area of the Platform, the Customer can access the Fipto Payment Account by entering a personal and confidential username and password. Once authenticated, and subject to Strong Customer Authentication where applicable, the Customer can:

• view Transactions linked to their Fipto Payment Account;
• view and share their bank details;
• initiate payment Transactions from the Fipto Payment Account;
• update their personal information by contacting Customer Service;
• obtain answers to any questions;
• obtain Customer Service contact details

7.2 Use the Payment Account

71. The Fipto Payment Account can only be opened by the Customer. The Customer is responsible for all Transactions recorded on the Fipto Payment Account.
72. The Fipto Payment Account can be accessed from the secure personal area using the Platform via an internet browser.
73. Access to the Fipto Payment Account is available 24 hours a day, 7 days a week (24/7), except in cases of maintenance or updates.
74. To access the Fipto Payment Account securely, the Customer must enter their username and password, which are strictly personal and confidential. The Customer must not disclose their username and password in any way whatsoever.
75. The Customer is entirely responsible for the use of these and is, until proven otherwise, deemed to be the author of all operations initiated on the Fipto Payment Account, all instructions given, and more broadly, all events and changes that have occurred on the Fipto Payment Account.
76. Entering the username and password allows the Customer's secure access to their Fipto Payment Account to be recognised and authenticated.
77. In the event of loss of the username and/or password, or suspicion of fraudulent use (in particular identity theft), the Customer must inform Fipto as soon as possible by any means of communication at their disposal, so that access to the Fipto Payment Account can be blocked. Fipto will provide the Customer with new usernames and passwords.
78. Similarly, when an incorrect username and/or password has been entered, Fipto may temporarily block the Fipto Payment Account.
79. In order to carry out certain Transactions, particularly payments, Fipto may require Strong Customer Authentication. In order to carry out certain Transactions, particularly payments or logins to the Platform, Fipto has implemented Strong Customer Authentication in accordance with the requirements of PSD2, with a view to combating fraud and enhancing customer security.
80. In addition, the Fipto Payment Account has limited withdrawal limits, which may be adjusted according to the Customer's activity and risk classification. Details of these limits and the conditions for their application can be found in the price list available on the Platform [https://www.fipto.com].

7.3 Payment Transactions on the Fipto Payment Account

81. Only the Transactions listed exhaustively in this article may be carried out on the Fipto Payment Account.
82. It is hereby reiterated that Fipto does not provide the Customer with any means of withdrawal or payment, such as cheques or withdrawal or payment cards.

7.3.1 Credit Transactions

83. The sums credited to the Customer's Fipto Payment Account relate to: the receipt of transfers to which they are the beneficiary, i.e. the transaction whereby Fipto credits the Customer's Fipto Payment Account with a sum of money originating from a transfer order given by a third party for their benefit or by the Customer themselves for their benefit.

7.3.2 Debit Transactions: the execution of transfers

84. The sums debited from the Customer's Fipto Payment Account relate to: The execution of a transfer, i.e. the operation whereby the Customer instructs Fipto to transfer a sum of money from their Fipto Payment Account to another of their accounts or to a third party's account, whether it be a SEPA transfer or a non-SEPA transfer (SWIFT transfer in particular).

7.4 An account without an authorised overdraft

85. The Fipto Payment Account must always have a credit balance.
86. The Customer must never attempt to spend or withdraw more cash than the balance shown on the Fipto Payment Account, otherwise the account will be blocked.
87. Before making any transfer Transactions, the Customer must therefore ensure that the Fipto Payment Account has a sufficient available balance, taking into account any Transactions that the Customer has already authorised.
88. The Fipto Payment Account must never be overdrawn, otherwise Fipto will be entitled to use any means necessary to recover the amounts due, or even to close the Fipto Payment Account.

7.5 Obligation to combat money laundering and terrorist financing

89. Pursuant to the provisions of Articles L. 561-2 et seq. of the CMF relating to the participation of financial institutions in AML/CFT, Fipto is subject to certain obligations.
90. In particular, Fipto may take all necessary steps to identify the Customer and the beneficiary or beneficiaries of their payment Transactions, and may also ask the Customer for information to identify the purpose, origin and destination of the funds received.
91. The Customer undertakes to take all necessary steps to enable a thorough review of Transactions, to inform Fipto of any Transactions that are unusual compared to those normally recorded on the Customer's Fipto Payment Account, and to provide any required documents or information.
92. The Customer acknowledges that Fipto may be required to implement monitoring systems for the purposes of AML-CFT.
93. The Customer acknowledges that Fipto may terminate, block or postpone at any time the opening of the Customer's Fipto Payment Account or the execution of one or more payment Transactions in the absence of sufficient information on its purpose or nature.
94. Thus, no legal proceedings based on Article 226-13 of the Criminal Code and no civil liability action may be brought against Fipto, its directors and/or their respective employees who have made, in good faith, the declarations referred to in Articles L. 561-15 et seq. of the CMF.
95. In this respect, Fipto identifies the Customer and verifies the identification details collected upon presentation of any written document of a probative nature, collects and keeps up to date all relevant information relating to the purpose and nature of the relationship established with the Customer.

7.6 Value date of Transactions and execution time

96. All Transactions carried out by the Customer are recorded on the Fipto Payment Account at the time of execution.
97. Any difference between the transaction date and the date on which it is recorded on the Fipto Payment Account corresponds solely to the time required to transmit the information and record the transaction.
98. In the event of suspected fraud or atypical Transactions, Fipto may defer the recording of Transactions on the Customer's Fipto Payment Account. The execution of Transactions on the Fipto Payment Account may be suspended pending information from the Customer or any other third party concerned.
99. The execution time may not exceed 72 hours from receipt of the transaction.
100. The Customer agrees that recall requests sent to and accepted by Fipto in strict compliance with SEPA rules shall be binding on them, without the need for prior consent.

7.7 Termination of the Payment Account

101. The Customer may, at any time, free of charge and without cause, request the termination of the Fipto Payment Account. This request must be made by email or via the secure personal area on the Platform and will take effect on the day following the end of the month in which the request was made. The Customer will be informed of the consequences of termination, in particular with regard to any credit balance on the Fipto Payment Account. This balance may be returned to the Customer at the end of the month in which the termination takes effect, by transfer to the bank account that the Customer has previously indicated to Fipto.
102. In the event of the termination of the Fipto Payment Account at Fipto's initiative, for any reason whatsoever, and in particular in the event of immediate termination as described below, the funds available on the Fipto Payment Account will be returned in accordance with the terms and instructions defined by Fipto. In this respect, Fipto may, in particular, return these funds to the originating accounts of the funds received by the Customer, or to any other account determined by Fipto in accordance with applicable regulatory requirements. Fipto may also withhold all or part of the available funds, without incurring any liability in this regard, where returning such funds would likely contravene applicable regulations, an asset freezing measure, a judicial or administrative decision, or the instructions of a competent French or foreign authority.
103. Termination at Fipto's Initiative. 

Termination with notice. Fipto may, at any time and without having to justify its reasons, close the Customer's Fipto Payment Account by sending a letter or email to the address provided by the Customer in their secure personal area. However, unless the Customer has engaged in serious misconduct giving rise to immediate termination, the Fipto Payment Account will be closed subject to one (1) month's notice.

Immediate termination. By way of derogation from paragraph above, Fipto may close the Customer's Fipto Payment Account with immediate effect, without notice or compensation, in any of the following cases:

(i) where Fipto has good reason to suspect that its services could be used for purposes non-compliant with applicable regulations, including regulations relating to anti-money laundering, combating the financing of terrorism, and international financial sanctions;

(ii) where the Customer has not provided the information or supporting documents required by Fipto, or where Fipto has good reason to believe that such information or documents are false, inaccurate, incomplete, or out of date;

(iii) where Fipto has good reason to believe that transactions could be carried out in an abusive or fraudulent manner, or are likely to cause harm to Fipto, its other customers, or external counterparties interacting with the Customer's Fipto Payment Account;

(iv) where Fipto has good reason to believe that the continued use of the Fipto Payment Account is likely to damage the reputation of Fipto, its other customers, or its partners;

(v) where the Customer has not fully paid the amounts due to Fipto under these terms or any other agreement binding the Customer to Fipto, upon the expiration of a reasonable period following a formal notice that has remained unheeded;

(vi) where Fipto is required to proceed with the termination pursuant to a law, regulation, judicial or administrative decision, or instructions from a competent French or foreign authority.

Effects of termination. Pending transactions may be blocked, suspended, or rejected by Fipto as of the effective date of termination. The terms governing the return of funds are governed by the preceding clause and, where applicable, by instructions received from competent authorities.

104. The Customer will have one (1) month to retrieve their funds. Any remaining credit balance on the Fipto Payment Account will be returned to the Customer upon expiry of the one (1) month notice period, or in accordance with Fipto's instructions.
105. The death or legal incapacity (placement under guardianship or curatorship) of a Customer will result in the termination of the Fipto Payment Account. Fipto will close the Customer's Fipto Payment Account as soon as it has been notified of this. Fipto will return any credit balance on the Fipto Payment Account to a person authorized to receive it.
106. In all cases, the Fipto Payment Account will be permanently closed.

8. Payment Transactions

107. A payment transaction is a transaction carried out between the Customer and the payment beneficiary. Fipto therefore remains uninvolved in any civil or commercial dispute that may arise between the Customer and the beneficiary.
108. A payment transaction may be initiated by the Customer, who directly issues a payment order (transfer).

8.1 Payment Account Security

109. The Customer shall take all reasonable measures to preserve the security of Personalised Security Data. This refers to all personalised data provided by Fipto for the purpose of authenticating the Customer.
110. If the Customer becomes aware of the loss, theft, misappropriation or any unauthorised use of their Fipto Payment Account or the data associated with it, the Customer may block the Fipto Payment Account.
111. Fipto may proceed with a full refund of the unauthorised transaction, particularly in cases where the payment was made without Strong Customer Authentication or the use of Personalised Security Data being required. However, in other cases (for example, when Strong Customer Authentication measures have been applied by the Customer), a maximum excess of 50 euros may be deducted from the refunded amount.

8.2 Guarantee of funds received

112. Money deposited in the Fipto Payment Account is secure: the Customer's funds are held in a segregated account with one or more credit institutions within the European Union and are completely separate from Fipto's cash reserves. This means that in the event of Fipto's bankruptcy, the funds deposited in the Fipto Payment Account and held in a credit institution will be returned to the Customer in full. In the event of the credit institution in question going bankrupt: the Customer's funds are guaranteed up to €100,000. This €100,000 guarantee is the same for all French credit institutions.

8.3 Disputing a payment transaction

113. The Customer and Fipto agree to use the exemption provided for in the second paragraph of Article L. 133-24 of the CMF as follows:
114. The Customer is required to report any unauthorised or incorrectly executed transfer to Fipto without delay, using the form available at Complaints or at (https://www.fipto.com/legal/complaints),, within a maximum of eight (8) weeks of the debit date.
115. The Customer shall be reimbursed immediately, and at the latest on the first working day following receipt of the dispute of a transaction, for the total amount debited. However, in accordance with legal provisions, Fipto shall not proceed with the reimbursement within the aforementioned period if it has good reason to suspect fraud on the part of the Customer or negligence on their part. In this case, Fipto shall inform the Bank of France.
116. Finally, the said amount will not be refunded if the Customer has acted fraudulently or has intentionally or through gross negligence failed to fulfil their obligations under the T&Cs.

8.4 Statement of payment Transactions

117. A monthly statement of Transactions is sent each month to all of the Customer's users. Only this monthly statement shall be binding between the Parties. The statement shall detail the Transactions recorded in the Fipto Payment Account and include the following information:

• the amount of the payment Transactions;
• the amount of fees;
• the balance of the Fipto Payment Account.

9. Crypto Services

118. The Services offered by Fipto are detailed on the Platform and summarised in the sections below.
119. The Crypto-Assets supported by the Services are detailed on the following page: https://docs.fipto.com/reference/supported-assets-1.
120. Fipto may modify the list of Services offered at any time, for legal or security reasons, upon giving the Customer at least 1 month prior written notice.
121. In particular, the list of Crypto-Assets offered, available on the Platform, may be modified at any time. Fipto may also cease to provide a Service on one or more given Crypto-Assets.
122. In this case, Fipto shall inform Customers by any means, as soon as possible, and shall allow Customers to withdraw their Crypto-Assets to their External Wallet, convert them to other Crypto-Assets still supported by the Services, or convert them into Euros.
123. Changes to the Services shall not give rise to any compensation for Customers. However, Fipto shall remain liable for any loss of Crypto-Assets resulting from the provision of the Services, unless it establishes that such loss is due to an external event beyond its reasonable control and whose consequences could not have been avoided despite the implementation of all reasonable efforts.
124. In particular, Fipto shall not be liable to compensate Customers for any loss in value of Crypto-Assets at the time of their sale or exchange, or for any loss of Crypto-Assets resulting from their non-transfer prior to their cancellation, provided that such losses are not attributable to a breach of Fipto's obligations.

9.1 Internal Wallet

125. By subscribing to the Services, Customers will be able to:

• Transfer Crypto-Assets from an External Wallet to their Internal Wallet;
• Withdraw Crypto-Assets from their Internal Wallet to their External Wallet; and
• Store Crypto-Assets purchased or converted through the Platform in their Internal Wallet.

126. Customers expressly authorise Fipto to operate on the Crypto-Assets held in their Internal Wallet, throughout the entire storage period, in order to fulfil the obligations set out in the T&Cs.
127. Fipto will only operate on the Crypto-Assets held with the express consent of the Customer.
128. Fipto uses the services of a Partner for the technical infrastructure of Internal Wallets (Fireblocks). Fipto is fully responsible for any defect or failure of Fireblocks affecting the Customer's Internal Wallet and undertakes to compensate the Customer for any resulting damage.
129. As stated above, Fipto is not liable for any losses, damages or consequences, financial or otherwise, caused by the improper or unauthorised use of the Internal Wallet and Account credentials.
130. Fipto shall not be liable for fluctuations or loss in value of Crypto Assets.
131. Fipto shall retain the Crypto-Assets in the Internal Wallet until the Customer expressly requests their return or until the business relationship is terminated.
132. In the event of a request for return or termination of the business relationship, Fipto shall, at the Customer's discretion, transfer the Crypto-Assets to the External Wallet identified by the Customer or convert the Crypto-Assets into Euros for transfer to the Customer's bank account.
133. Before any access or Transaction from a Wallet, Customers may be required to provide two-factor authentication in order to secure access and/or the Transaction. Depending on the characteristics of the Transaction, other information and validations may be requested by Fipto.
134. Fipto will return the funds as soon as possible, except in cases where Fipto is not responsible, such as when:

• The Customer's Account has been blocked, suspended or closed for reasons related to Fipto's AML-CFT obligations;
• Fipto must carry out checks, in particular related to AML/CFT obligations;
• A competent authority refuses the return;
• An event beyond Fipto's control occurs, such as a problem inherent in the functioning of the blockchain or the underlying smart contract.

135. In this case, the delay in returning the Customer's Crypto-Assets shall not give rise to any compensation.
136. Fipto has put in place an appropriate organisation to minimise the risk of loss of the Customer's Crypto-Assets or rights related to these Crypto-Assets, due to abuse or fraud of these Crypto-Assets, poor administration, incorrect registration or negligence. In addition, in order to prevent any disaster that may occur to the stored Crypto Assets, Fipto has implemented a set of security measures provided by its partner Fireblocks. Further information on Fipto's custody policy may be requested by the Customer.

9.2 Performing an Automated Conversion

137. On the Platform, Customers may request and carry out the following automated Conversions:

• Crypto-Assets/Crypto-Assets;
• Crypto-Assets/FIAT;
• FIAT/Crypto-Assets.

138. A Customer may request a quote from Fipto via the Platform in order to execute a Conversion. The quote is immediately displayed to the Customer on the Platform. If the Customer agrees with the quote, they may accept it and proceed with the Conversion.

• The Customer has 10 seconds to validate the proposal displayed on the screen by Fipto.
• If the Conversion proposal is accepted, the Conversion is automatically carried out and the Customer can view all the information relating to the Conversion on their transaction screen available on the Platform.

139. If the Customer does not accept the proposed price, the Conversion is automatically cancelled.
140.  Automated Conversion conditions:

• The Customer is the sole decision-maker regarding their Conversion and is free to cancel their Conversion before it is validated. This cancellation will be free of charge.
• Customers understand that once validated, the Conversion will be final and non-refundable.
• The Customer must have or create at least one Internal Wallet for the Crypto-Assets and/or FIAT they wish to trade before clicking on "Get final rate".
• The Customer must have sufficient funds in their Internal Wallet that they wish to sell/exchange before clicking on "Get final rate".
• The Customer may use the automated Conversion service subject to compliance with the minimum and maximum limits set by Fipto, for example for certain Conversions and for certain types of Crypto-Assets. These limits are detailed directly on the Platform and may be modified at any time.
• Fipto cannot be held liable for any consequences, financial losses or loss of opportunity resulting from the non-execution or lack of response to a request or RFQ made or received.

141. If the conditions for automated Conversion are not met, or if a customer prefers to perform a manual Conversion, a manual Conversion is offered. The conditions are defined in the following section.

9.3 Performing a Manual Conversion (RFQ)

142. On the Platform, Customers may request and perform the following Conversions:

• Crypto-Assets/Crypto-Assets;
• FIAT/Crypto-Assets.

143. A Customer may request a quote (Request For Quote - RFQ) from Fipto via the Platform in order to execute a Conversion. After receiving the quote request, Fipto will contact the Customer by telephone in order to:

• Validate the quote;
• Propose the price of the Crypto-Asset or FIAT to be paid to execute the requested Conversion. The Price of the Crypto-Asset or FIAT is set and communicated by Fipto to the Customer during the telephone call with the Customer.

144. If the Customer agrees to the price communicated during the telephone conversation, Fipto will execute the Transaction. The Customer's representative in charge of the Conversion will validate the Conversion during the telephone call.
145. Once the Conversion has been executed, the Customer will receive the amount in their Internal Wallet minus the Conversion fees as described in the Pricing Terms.
146. Conversion Conditions:

• The Customer is solely responsible for deciding on their Conversion and is free to cancel their RFQ or Conversion before it is validated. This cancellation will be free of charge, except for any intervention fees in the event of abuse or inappropriate behaviour on the part of the Customer.
• The Customer must have or create at least one Internal Wallet for the Crypto-Assets they wish to trade before clicking on "Request a Quote".
• The Customer must have sufficient funds in their Internal Wallet for the Crypto-Asset they wish to sell/exchange before clicking on "Request a Quote".
• The Customer may use the Conversion service subject to compliance with the minimum and maximum limits set by Fipto, for example for certain Conversions and for certain types of Crypto-Assets. These limits are detailed on the Platform and may be changed at any time. Fipto will use its best efforts to inform Customers of such changes before they take effect.
• Conversion can only be carried out during business hours and when a member of Fipto is available to perform the Conversion.
• Fipto reserves the right not to execute or respond to any request made, any Order sent or confirmed by any means (Platform, email, telephone, etc.) outside normal business hours.
• Fipto cannot be held liable for any consequences, financial losses or loss of opportunity resulting from the non-execution or non-response to a request or RFQ made or received.

147. The Customer is informed that their conversations with Fipto during the Conversion are recorded and may be listened to by Fipto for evidentiary purposes, fraud detection and/or to be studied in order to improve the quality of the Service. For more information on the personal data protection framework, please refer to the Privacy Policy available on the Platform.
148. Subject to the completion of security and compliance checks, Fipto shall execute transfers without undue delay. The Customer acknowledges that the finalisation of the transfer depends on the rules of the DLT network (confirmation time, network fees). A transfer is considered to have been executed when the instruction has been transmitted to the DLT network and a transaction ID has been generated. Fipto provides an indicative estimate of the usual irreversibility times.
149. After each transfer has been executed, Fipto shall provide the Customer with at least the following information in electronic form:

• the identification of the initiator and the beneficiary (if applicable),
• the DLT address of origin and/or destination (or account identifier),
• the transaction reference,
• the amount, asset and DLT network,
• the date and time of receipt of the instruction and the Value Date (if applicable),
• details of the costs.

150. This information is continuously available via the Platform and can be exported.

9.4 Best execution of Orders

151. When Fipto executes or receives/transmits an Order on Crypto-Assets on behalf of the Customer (in particular Automated Conversions or RFQs), Fipto implements all sufficient measures to obtain, on a consistent basis, the best possible result for the Customer, in accordance with applicable regulations and its execution policy.
152. In assessing this result, Fipto takes into account, in particular, the price/rate, costs, speed, likelihood of execution and settlement, size of the order and available liquidity.
153. In the event of specific instructions from the Customer, Fipto executes the order in accordance with those instructions; the Customer acknowledges that such instructions may limit the best execution measures for the aspects covered. The execution policy is available on the Platform or on request.

9.5 Payment Links

154. On the Platform, Customers may use the "Payment Links" feature. The Payment Links feature allows Customers to be paid in Crypto Assets by an external third party ("External Counterparty") via a Payment Link generated on the Platform, in order to subsequently and automatically receive FIAT currencies directly into their Fipto Payment Account.
155. This means that as soon as the Customer receives the amount in Crypto-Assets sent by the External Counterparty, Fipto will immediately proceed with a Crypto to FIAT Conversion on behalf of the Customer and send the FIAT either to the Customer's Fipto Payment Account or to their external bank account.
156. In order to benefit from this feature, the Customer must request the creation of a Payment Link via the Platform. The Payment Link is strictly reserved for the Customer and has a limited duration.
157. To do so, the Customer must provide all the necessary information requested by Fipto, including (i) information on the destination of the funds (Customer's Fipto Payment Account or Customer's external IBAN), (ii) the amount ("Requested Payment Amount") and (iii) the expiry date ("Payment Link Expiry Date"). Once the Payment Link has been created, the Customer may send it to their External Counterparty.
158. By clicking on the Payment Link received from the Customer, the External Counterparty may (i) select the Crypto-Asset they wish to use and (ii) confirm the price offered by Fipto for the selected Crypto-Asset. They may then proceed with the payment.
159. The Customer may track the progress of the payment at any time using the payment status available on the Platform.
160. Once the External Counterparty's Crypto-Assets have been received in the Customer's Internal Wallet, Fipto proceeds with the Conversion by selling all of the Crypto-Assets received in FIAT currency. Once the Conversion has been completed, the Customer will receive the amount in their Fipto Payment Account or external bank account, as they choose, minus the Conversion fees as described in the Pricing Terms.
161. The Payment Links feature is also subject to these T&Cs.
162. The following specific conditions apply:

• In order to use this feature, the Customer must have at least one Internal Wallet and one Fipto Payment Account, under the conditions set out above.
• Currently, the Payment Links feature only supports USDC on the Ethereum and Polygon networks. No additional currencies are offered at this time. This may change over time at Fipto's sole discretion.
• Validation of payment by the External Counterparty via Fipto is subject to AML/CFT obligations. Furthermore, Fipto may refuse or block a payment in the event of suspected fraud, without cause, which shall not give rise to any compensation.
• Once the Crypto-Assets have been selected and validated, the External Counterparty will have 15 minutes to initiate payment from its own external platform. If payment is not made after the mandatory 15 minutes, the payment will be refused. This will not give rise to any compensation to the Customer by Fipto in any way whatsoever.
• If the External Counterparty sends an amount less than the requested Payment Amount or after the Payment Link Expiry Date, the payment will be refused and returned to the External Counterparty's wallet used to make the payment. In this case, a fee of EUR 10 will be applied by Fipto.
• If the External Counterparty sends an amount greater than the requested payment amount, the difference will be returned to the External Counterparty's wallet used to make the payment. In this case, a fee of EUR 10 will be applied.

163. Fipto is not liable in the following cases:

• Any error in the information provided by the Customer for the creation of the Payment Link and/or the transfer of fiat currency;
• Any delay, blockage or refusal of the payment made, due to the application of Fipto's regulatory obligations;
• Any error or delay on the part of the External Counterparty affecting the validation of the payment;
• Any other delay or failure in the provision of this functionality due to force majeure.

10. Pricing conditions

164. The pricing conditions are made available to the Customer directly on the Platform and are brought to the Customer's attention before the Customer places the payment order, including the costs relating to foreign currency conversion. Fipto assumes no responsibility for the costs incurred by the Customer as a result of the exchange rate used for foreign currency conversion.

11. Changes in the Customer's situation

165. If the information provided by the Customer when opening the Fipto Payment Account changes, the Customer undertakes to modify it as soon as possible via their personal account and to provide Fipto with any supporting documentation upon request.
166. If regulations require Fipto to update or collect additional information about the Customer's personal situation, the Customer undertakes to provide this information as soon as possible via their personal account and to provide Fipto with any supporting documents upon request.
167. If the Customer fails to comply with these commitments, Fipto shall have the option of closing their Fipto Payment Account.
168. In view of its regulatory obligations, Fipto is required to carry out investigations with Customers.

12. Liability of the Parties

12.1 Customer Liability

169. The Customer indemnifies Fipto against any breach, fraudulent use or use in bad faith of the Services.
170. The Customer undertakes to indemnify, defend and hold Fipto harmless against any claim made against it resulting from the Customer's use of the Services.
171. In particular, Fipto is not responsible for the Customer's choices and decisions regarding the use of the Services, including the execution of Transactions or Conversions involving Crypto-Assets, including, in particular, any erroneous decision relating to a Transaction or Conversion, the execution by the Customer of incorrect or inappropriate Transactions, or an error concerning the External Wallet address. As such, and given the risks inherent in the use of the Services, Fipto is not liable for any financial losses incurred by the Customer and resulting from the Customer's use of the Services.
172. Customers further agree to indemnify and hold Fipto harmless from any liability, loss, damage, cost, claim and/or expense, including, but not limited to, legal fees, that Fipto may incur or be required to pay as a result of such claims.
173. Fipto is not responsible for the functioning (or malfunctioning) of the Customer's computer equipment, nor for their access to the Internet or any network (Internet network, telecommunications or electronic communications network, etc.).
174. Fipto is not responsible for the malfunction or failure of third-party websites or service platforms.

12.2 Fipto's liability

175. Fipto undertakes to perform its obligations with the care normally expected of a professional in the same sector of activity and to comply with current professional practices. However, Fipto can only be held to an obligation of means.
176. With the exception of the guarantees associated with the Services mentioned above, Fipto declines all responsibility and any obligation to compensate any person whatsoever for any loss or damage caused by a Customer or a third party (with the exception of Partners).
177. Fipto does not guarantee continuous or uninterrupted access to the Services. Consequently, it cannot be held liable for any act or omission, non-performance, partial performance or delay in the performance of its obligations in relation to damage or loss suffered directly or indirectly by the Customer and resulting from factors beyond Fipto's reasonable control.
178. The Customer is informed that Fipto may occasionally interrupt access to all or part of the Services.
179. Fipto shall not be liable for any damage resulting from such suspensions. Upon normal resumption of service, Fipto shall make reasonable efforts to process pending Transactions and Conversions as soon as possible.
180. Furthermore, Fipto shall not be held liable for any damage resulting from:

• the application of any applicable law;
• the refusal of a bank transfer;
• unusual or unlawful use of the Services;
• any breach by a Customer of their obligations or any fault on their part;
• failures or malfunctions of the Services for which Fipto is not responsible;
• cyber attacks, provided that Fipto is not responsible for a security breach and has made every effort to limit the resulting damage;
• indirect damages that may result from the Services provided by Fipto in accordance with these T&Cs, such as an action brought by a third party against a Customer, commercial damage, loss of customers, commercial disruption, loss of earnings, loss of data not attributable to Fipto, loss of brand image suffered by a Customer or a third party;
• any case of force majeure as defined by Article 1218 of the French Civil Code or any event beyond Fipto's control, including the failure or malfunction of any underlying blockchain or telecommunications network;
• any measure taken or legislation adopted by French or foreign authorities.

181. Thus, Fipto can only be held liable if Fipto's fault has caused the Customer certain, personal, direct and reasonably foreseeable damage, unless otherwise provided by law or regulation.
182. If Fipto is liable for a poorly executed Transaction or Conversion, it shall immediately refund the corresponding amount to the Customer and restore the debited account to the position it would have been in.
183. Given that Customers are professionals within the meaning of the Consumer Code, Fipto shall in no event be held liable beyond the amounts invoiced to Customers during the twelve (12) months preceding the incident or series of incidents, unless otherwise provided by law or regulation.

13. Customer representations and warranties

184. The Customer represents and warrants that:

• The use of the Services has been duly authorised by the competent bodies in accordance with its articles of association or the regulations applicable to it. From the date of signature, all commitments resulting from these T&Cs shall constitute legal obligations that are valid and enforceable against the Customer.
• By using the Services, the Customer does not, to its knowledge, violate any court decision, its articles of association, or any contract or other legal or contractual act, obligation or restriction relating to its capacity to contract or the funds it uses to subscribe.
• The Customer is not subject to any legal or collective proceedings that would affect the conclusion of the contractual relationship with Fipto.
• All documents and information provided to Fipto by the Customer prior to the commencement of the Services are authentic, and the Customer warrants that it has not omitted or altered any document that could mislead Fipto. Similarly, the Customer undertakes to report any new developments that could call into question the validity of this relationship.

185. Furthermore, the Customer warrants regarding the Signatory, the Customer and its representatives that:

• they have not received any notification or are not aware of any claim, action, lawsuit, proceeding or investigation against them in relation to the Sanctions by any Sanctions Authority.
• that they are not a Prohibited Person and are not subject to any limitations or restrictions applicable under the Sanctions.
• they have never conducted their business in violation of Sanctions, applicable financial record-keeping requirements, money laundering and terrorist financing laws in any jurisdiction in which they operate.
• they have not engaged in any activity that may violate anti-corruption laws.
• they are not subject to any action, lawsuit or proceeding by or before any court, government agency, authority or body, or arbitrator in connection with any violation of anti-corruption laws or money laundering or terrorist financing laws.
• They are not subject to any prohibition on using the Services resulting, in particular, from legislative or regulatory provisions or an administrative or judicial decision, for example.
• they are not subject to restrictions on access to financial services adopted by the United Nations, the Council of the European Union, France, etc. in the context of the fight against terrorism, corruption or money laundering.
• they are not included on the list of specially designated nationals maintained by the Office of Foreign Assets Control (OFAC - US Department of the Treasury) or on the list of persons refused by the US Department of Commerce.
• They are not engaged in any illegal activity or behaviour, in particular in violation of any applicable law or regulation relating to embezzlement or anti-corruption. Furthermore, the Customer confirms that it has implemented and maintains policies and procedures designed to prevent and avoid violations of applicable laws and regulations relating to embezzlement or AML-CFT.

186. Any violation of the provisions of this article by the Customer constitutes a serious breach resulting in termination without notice at the sole fault of the Customer.
187. The Customer declares that the funds used, whether in Crypto-Assets or FIAT, are of lawful origin in accordance with applicable laws and regulations, in particular with regard to the applicable provisions on AML-CFT, in all jurisdictions in which the Customer and its subsidiaries operate.
188. Furthermore, the Customer confirms that it is not the subject of any legal action, lawsuit or proceedings before any court or governmental entity, authority or agency, save for commercial disputes in the ordinary course of business, and that it is not exposed to any such action, lawsuit or proceedings.

14. Availability of Services

189. The Services offered by Fipto are accessible remotely via the Platform.
190. The Customer is personally responsible for setting up the IT and telecommunications equipment required to access the Platform.
191. Fipto shall use its best efforts to ensure that the Platform is accessible 24 hours a day, 7 days a week.
192. The Customer declares that they have been expressly warned of technical issues that may affect the internet network and cause slowdowns or unavailability, making connection impossible. Fipto cannot, under any circumstances, be held liable for difficulties in accessing the Services due to internet network disruptions.
193. Fipto reserves the right, without notice or compensation, to temporarily suspend access to the Platform in the event of any breakdowns or any maintenance operations necessary for its proper functioning.
194. Fipto reserves the right to make any changes or improvements it deems necessary to the Customer's secure personal area of the Platform.

15. Inactive accounts

195. In the event of inactivity of a Fipto Payment Account, in accordance with the provisions of the Eckert Law, the available balance of the Fipto Payment Account, provided that this balance is greater than €0, shall remain available to the Customer for a period of ten (10) years from the last transaction or the last communication from the Customer or their representative. This period is reduced to three (3) years after the date of death for an inactive account where the Customer has died.
196. Six (6) months before the expiry of the above-mentioned deadlines, Fipto shall inform the Customer or their known beneficiaries, by any means at its disposal, of the deposit of the balance of the inactive account with the CDC. This transfer will result in the termination of the Customer's Fipto Payment Account, without application of the provisions relating to termination provided for in these T&Cs.
197. In the absence of any claim by the Customer or, where applicable, their beneficiaries, the sums deposited will be acquired by the French State after a period of twenty (20) years from the date of their deposit with the CDC for an inactive account where the Customer is still alive. This period is extended to twenty-seven (27) years when the Customer of the inactive account is deceased. Until the expiry of one of these periods, the sums deposited with the CDC are held by the latter on behalf of the Customer or his/her beneficiaries.
198. In order to obtain the sums deposited, the latter must provide the CDC with information enabling it to verify their identity and determine the amount of the sums due to them.

16. Professional secrecy

199. Operations, Transactions, and personal data are covered by the professional secrecy to which Fipto is bound.
200. However, in order to comply with legal and regulatory obligations, Fipto is required to disclose information to legally authorised financial, judicial or administrative authorities (government agencies or public bodies). For example, certain information must be sent to the tax authorities or the Bank of France.
201. In addition, the Customer expressly authorises Fipto to share data concerning them and any updates thereto with the following third parties:

• beneficiaries of fund transfers and their payment service providers for AML/CFT purposes and in compliance with regulations on international embargoes and sanctions;
• Fipto's subcontractors involved in the management of the Fipto Payment Account, solely for the purposes of subcontracting work;
• business partners, intermediaries or brokers, financial institutions, accepting merchants, in the context of: the implementation and management of a product or service subscribed to by the Customer, solely for the purpose of fulfilling their contractual obligations to Fipto or the Customer;

• defending or responding to a case, action or proceeding;
• to third-party payment service providers for the purposes of providing a payment initiation or account information service if the Customer has consented to the transfer of their data to this third party;
• any regulated profession, such as solicitors, notaries and auditors, where necessary in certain circumstances (litigation, audit, etc.) within the limits of what is necessary for the handling of the dispute.

202. Professional secrecy may be waived at the express request of the Customer or with their express authorisation on a case-by-case basis, or, in accordance with the law, at the request of the supervisory authorities, the tax or customs authorities, as well as at the request of the criminal court or in the event of a court order notified to Fipto.

17. Banking and financial canvassing

203. Unless otherwise specified, these T&Cs shall take effect upon acceptance by the Customer.
204. The Customer has a period of 14 days to withdraw, without cost or penalty and without being required to give reasons for their decision, when solicitation precedes the conclusion of the contract. This period begins from the conclusion of these T&Cs. The commencement of performance does not deprive the Customer of the right to withdraw.
205. Exercising the right of withdrawal terminates these T&Cs.
206. If the right of withdrawal is exercised and the contract has already begun to be performed, the Customer shall be required to pay the price corresponding to the use of the service for the period between the date of commencement of performance of these T&Cs and the date of withdrawal, to the exclusion of any other sum.
207. The Customer shall, from the day on which they notify Fipto of their wish to withdraw, and within 30 days at the latest, return to Fipto any sums and any means of payment received in accordance with these T&Cs. The Customer may withdraw by any means, including by email to: support@fipto.com.

18. Force majeure

208. Fipto cannot be held liable in the event of force majeure as defined by Article 1218 of the Civil Code and by the French courts.

19. Intellectual property

209. The systems, software, structures, infrastructure, databases and content of any kind (text, images, visuals, music, logos, trademarks, databases, etc.) used by Fipto on the Platform are protected by all intellectual property rights or database producer rights in force.
210. Any disassembly, decompilation, decryption, extraction, reuse, copying and, more generally, any reproduction, representation, distribution or use of any of these elements, in whole or in part, are strictly prohibited, constitute an infringement and may be subject to legal proceedings.
211. Thus, the Customer only has a right to use the Platform and shall refrain from any act that would infringe intellectual property rights.

20. Protection of Personal Data

212. Fipto undertakes to comply with European regulations ("GDPR") and French regulations on the protection of personal data.
213. To this end, the Customer is requested to consult Fipto's Privacy Policy, which is available on its Platform.

21. Liquidation

214. The dissolution of the Customer shall result in the automatic termination of these T&Cs upon receipt by Fipto of such notification.
215. The Services shall remain accessible for the period necessary to settle the liquidation. Fipto shall transfer the balance of the Customer's Internal Wallet with the written consent of the liquidator in charge of the proceedings.
216. If the liquidator has not contacted Fipto within one year of the Customer's dissolution, the Crypto-Assets held in the Internal Wallet and the balance of the Fipto Payment Account will be converted into euros and transferred to the French Caisse des Dépôts et Consignations.

22. Tax cooperation

217. Fipto may be required to transfer some of the Customer's Personal Data to the Tax Authorities.
218. In order to comply with tax reporting obligations under the automatic exchange of information, the Customer is required to declare his, her or their tax residence(s) via the Platform. Any incomplete or incorrect declaration relating to tax residence (e.g. omission of the TIN code) must be corrected by the Customer as soon as possible and within a maximum of 10 days, at the risk of automatic termination of the Fipto Payment Account.

23. Acceptance of the T&Cs

219. The Signatory declares and guarantees that it has all the powers and legal capacity necessary to enter into these T&Cs and legally bind the Customer, either by acting as the Customer's legal representative or by having the necessary powers to enter into the T&Cs and perform the contractual obligations contained therein.
220. In particular, the Signatory declares and warrants that it has all the necessary powers to commit the cash and funds of the legal entity it represents.
221. The Signatory and the Customer expressly acknowledge that the Customer is validly bound by the Signatory's signature of the T&Cs. 
222. These T&Cs constitute a legally binding agreement between Fipto and the Customer. The Customer acknowledges that they have read, understood and accepted them in their entirety.
223. Acceptance of these T&Cs is necessarily full and complete. Any acceptance subject to certain reservations shall be considered null and void.

24. Transfer of contract

224. Fipto shall be entitled to transfer all or part of the rights and obligations arising for it from the T&Cs to any subsidiary to be formed or any other entity of the Fipto Group, as well as following, in particular, a merger, demerger, partial contribution of assets or total or partial transfer of its business.
225. It is expressly agreed between Fipto and the Customer that any change in the capital structure of Fipto, including a change of control, shall have no effect on the performance of the contract.
226. The Customer is not authorised to transfer all or part of its obligations under the T&Cs in any way whatsoever.

25. Amendment of the T&Cs

227. The Customer is invited to regularly consult the latest version of the T&Cs, which is available on the Platform.
228. Fipto reserves the right to modify the T&Cs at any time with 1 month notice.
229. In the event of a proposed amendment, Fipto shall inform the Customer by sending an email to the Customer's attention, in which the Customer will find a link to the new T&Cs and/or a message displayed in the Customer's secure personal area of the Platform no later than 1 month before the proposed date of entry into force of the amendment.
230. The Customer is expressly informed that they are deemed to have accepted the amendment if they have not expressly notified Fipto before the proposed effective date that they do not accept it. In this case, the Customer has the right to terminate the T&Cs without charge before the effective date proposed in the amendment.
231. However, any amendment to all or part of the T&Cs due to a change in legislative or regulatory provisions shall be applicable, without notice, from its effective date.

26. Complaints and mediation

232. If the Customer encounters difficulties or is dissatisfied with the Services offered by Fipto, they are invited to first contact Fipto's customer service department by email: support@fipto.com. No action may be taken against Fipto without prior formal notice sent by registered letter with acknowledgement of receipt to the postal address indicated in the T&Cs.
233. Secondly, the Customer is invited to submit a complaint using the form available at the following address: Fipto, 65 rue de la Croix, 92000 Nanterre.
234. Information on the complaint procedure is available at https://www.fipto.com/fr/complaints.
235. Complaints shall be processed within two months of the date on which the first written expression of dissatisfaction was sent.
236. Without prejudice to other remedies, in the event of a dispute arising from the application of these T&Cs, and in the absence of an amicable agreement, the Parties may refer the matter to the entreprise mediator (https://www.economie.gouv.fr/mediateur-des-entreprises), or to the mediator of the Autorité des Marchés Financiers (AMF): AMF Mediator - 17, place de la Bourse - 75082 Paris Cedex 02.

27. Evidence agreement and telephone recording

237. The Parties acknowledge that payment Transactions transmitted in accordance with the above and recorded by Fipto are deemed to be authorised by the Customer and duly authenticated. Proof of this authentication may be provided by reproducing on a computer medium the use of the technical means assigned for this purpose by the Platform to the Customer.
238. The Customer is informed that telephone conversations with Fipto staff may be recorded by Fipto or any company appointed for this purpose in order to ensure a better quality of payment services.

28. Partners

239. Fipto uses the services of Fireblocks Ltd, a limited liability company located at Floor 25, Yizhak Sade 8, Tel Aviv, Israel 6777508, for the technical infrastructure of Internal Wallets. Information relating to storage is detailed in the Internal Wallet clause of the T&Cs. For more information, please refer to the documentation available on the Fireblocks website.

29. Disputes and applicable law

240. The T&Cs, drawn up in French and translated into English, and all matters relating thereto, are governed by and shall be interpreted in accordance with French law. In the event of any divergence, contradiction or difficulty of interpretation between the French and English versions of these T&Cs, the French version shall prevail and shall be the sole authoritative version between the Parties.
241. Unless otherwise required by law, any dispute or litigation that may arise in connection with the T&Cs, and in particular its existence, validity, formation, interpretation, its performance or termination, which cannot be resolved amicably on the earlier of the Customer's receipt of Fipto's response rejecting its complaint or the expiry of the two (2) month period provided for in Article 26, shall be subject to the exclusive jurisdiction of the Commercial Court of Paris, including for proceedings seeking emergency or protective measures, in summary proceedings or on request, with the exception of Customers who are self-employed professionals.
242. For the latter, any dispute or litigation that may arise in connection with these T&Cs, and in particular their existence, validity, formation, interpretation, performance or termination, which cannot be resolved amicably on the earlier of the Customer's receipt of Fipto's response rejecting its complaint or the expiry of the two (2) month period provided for in Article 26, shall be submitted to the French courts with territorial jurisdiction.

30. Services offered in partnership with Partner Service Providers

30.1 Purpose

243. Fipto may give Customers access, from the Platform, to products or services provided directly to the Customer by third-party regulated entities with which Fipto has entered into a partnership agreement. This Article and Articles 31 to 38 set out the conditions applicable to such access. They supplement the other provisions of the T&Cs, which continue to apply to the Services provided by Fipto in this context.

30.2 Definitions

244. For the purposes of Articles 30 to 38, the terms below have the following meanings. Other capitalised terms have the meaning given to them in Article 3.
245. Partner Service Provider: an entity, authorised or registered as required by applicable regulations, which provides a Partner Service directly to the Customer, under its own responsibility and its own Partner Terms, and with which Fipto has entered into a partnership agreement. A Partner Service Provider is not a Partner within the meaning of Article 3.
246. Partner Service: any product or service (including an investment service relating to units or shares of collective investment undertakings) provided to the Customer by a Partner Service Provider and made accessible from the Platform. Partner Services are not Services within the meaning of Article 3.
247. Partner Terms: the contractual terms of the Partner Service Provider governing the Partner Service, which the Customer accepts directly with the Partner Service Provider.
248. Partner Account: any account, virtual account, register position, deposit address or wallet opened or allocated in the Customer's name, or dedicated to the Customer, by or with the Partner Service Provider for the purposes of the Partner Service.
249. Partner Payment: a payment transaction from the Fipto Payment Account, or a transfer of Crypto-Assets from the Customer's Internal Wallet, executed by Fipto on the Customer's Order to a Partner Account.
250. Partner Proceeds: any sum or Crypto-Asset paid by or on behalf of a Partner Service Provider to the Customer's Fipto Payment Account or Internal Wallet.
251. Partner Interface: the application programming interface or other technical interface made available by the Partner Service Provider and integrated into the Platform, allowing the Customer to access the Partner Service.
252. Position Information: information on the Customer's holdings, transactions, valuation or performance in relation to a Partner Service, as provided by the Partner Service Provider and displayed on the Platform.

30.3 Role of Fipto

253. When the Customer uses a Partner Service, Fipto acts exclusively:

• as payment service provider, by executing Partner Payments from the Fipto Payment Account and receiving Partner Proceeds on it (Payment Services);
• as crypto-asset service provider, by holding the Customer's Crypto-Assets in custody in its Internal Wallet, executing transfers of Crypto-Assets to Partner Accounts on the Customer's Order and receiving Partner Proceeds in Crypto-Assets (Crypto Services); and
• as operator of the Platform, by integrating the Partner Interface, making available the information and documents provided by the Partner Service Provider, displaying Position Information and transmitting Partner Information in accordance with Article 33.

30.4 What Fipto does not do

254. The Customer acknowledges that Fipto:

• does not provide any investment service within the meaning of Article L. 321-1 of the CMF, and in particular does not receive or transmit orders on behalf of third parties, execute orders, provide investment advice or manage portfolios, and does not provide any ancillary service relating to financial instruments;
• does not hold, keep or administer the financial instruments subscribed by the Customer, which are registered in the Customer's name with the Partner Service Provider or the register keeper of the fund concerned;
• does not assess whether a Partner Service or a product is suitable or appropriate for the Customer; any such assessment is carried out, where applicable, by the Partner Service Provider under its own obligations;
• is not the issuer, manager, depositary or distributor of the products accessible via a Partner Service, is not the Customer's counterparty, and does not pay the Customer any return, yield, interest or other remuneration in relation to a Partner Service; and
• does not carry out banking or financial canvassing (démarchage bancaire ou financier) within the meaning of Article L. 341-1 of the CMF in relation to Partner Services, and has not received any canvassing mandate from a Partner Service Provider.

30.5 Customer's decision

255. The Customer alone decides whether to use a Partner Service, which products to subscribe and in what amounts. Before any decision, the Customer should read the Partner Terms and the regulatory documents of the products concerned (in particular the prospectus and the Key Information Document) and, where necessary, seek independent professional advice.

30.6 Activation and eligibility

256. Access to a Partner Service requires: (i) a Fipto Payment Account and/or an Internal Wallet in good standing; (ii) the Customer's express acceptance on the Platform of Articles 30 to 38 and of the Partner Terms; (iii) the express authorisation provided for in Article 33.2; and (iv) the acceptance of the Customer by the Partner Service Provider, which decides at its sole discretion, including in light of its own anti-money laundering and counter-terrorist financing obligations. Partner Services are only available to Customers whose registered office and tax residence are located in a country in which the Partner Service Provider is authorised to provide its services and the products concerned may be marketed, as indicated on the Platform.

30.7 Order of precedence

257. The relationship between the Customer and the Partner Service Provider is governed exclusively by the Partner Terms, to which Fipto is not a party. Articles 30 to 38 prevail over the other provisions of the T&Cs in relation to Partner Services.

31. Partner Payments and Partner Proceeds

31.1 Order for a Partner Payment

258. To fund a Partner Service, the Customer gives Fipto, from the dedicated section of the Platform, an Order to execute a Partner Payment, specifying the source of funds (Fipto Payment Account or Internal Wallet), the product concerned and the amount.

31.2 Nature of the Partner Payment

259. A Partner Payment is (i) a credit transfer executed under Article 7.3.2 where it is made from the Fipto Payment Account, or (ii) a transfer of Crypto-Assets on behalf of the Customer under Article 9 where it is made from the Internal Wallet. The Customer acknowledges that, under the Partner Terms, the receipt of funds or Crypto-Assets on a Partner Account may itself constitute a subscription order from the Customer to the Partner Service Provider, which the Partner Service Provider alone receives, processes and, where applicable, transmits under its own authorisation. Fipto's role is limited to the execution of the Partner Payment.

31.3 Redemption requests and other requests

260. Requests relating to a Partner Service other than Partner Payments, in particular redemption requests, are entered by the Customer on the Platform and sent from the Customer's device directly to the Partner Service Provider's systems through the Partner Interface. Fipto provides the technical means for such submission, including the authentication of the Customer's session. These requests are not received, assessed or transmitted by Fipto. The processing and execution of these requests are the sole responsibility of the Partner Service Provider under the Partner Terms.

31.4 Partner Proceeds

261. The Customer authorises Fipto to declare to the Partner Service Provider its Fipto Payment Account and Internal Wallet addresses as the accounts to receive Partner Proceeds. Partner Proceeds received by Fipto are credited to the Customer's Fipto Payment Account or Internal Wallet in accordance with Articles 7.3.1 and 9.1.

31.5 Fees

262. Fipto does not charge the Customer any fee for Partner Payments, for the receipt of Partner Proceeds or for access to a Partner Service.

32. Position Information

32.1 Information only

263. Position Information is provided by the Partner Service Provider through the Partner Interface and is displayed on the Platform for information purposes only. It is not recorded in Fipto's books, does not form part of the balance of the Fipto Payment Account or of the Internal Wallet, and is not included in the statements referred to in Article 8.4. Only the statements, confirmations and registers issued or kept by the Partner Service Provider or by the register keeper of the fund concerned are authoritative.

32.2 No interest on electronic money tokens

264. In accordance with Article 50 of Regulation (EU) 2023/1114, Fipto does not grant interest, or any other remuneration or benefit related to the length of time during which the Customer holds electronic money tokens. Electronic money tokens used for a Partner Payment cease to be held in the Customer's Internal Wallet once the Partner Payment has been executed; any return subsequently obtained results exclusively from the products subscribed by the Customer with the Partner Service Provider.

33. Transmission of Customer information to Partner Service Providers and waiver of professional secrecy

33.1 Information concerned

265. Subject to the Customer's express authorisation under Article 33.2, Fipto may transmit to the Partner Service Provider, at activation and subsequently solely when required for the Partner Service or for the Partner Service Provider's due diligence, the information and documents it holds on the Customer, its legal representatives, Users and beneficial owners, including their identification data, the Customer's tax residence and FATCA/CRS self-certification, information on its activity and the origin of its funds, and data relating to Partner Payments and Partner Proceeds (the "Partner Information").
266. Fipto may also receive from the Partner Service Provider information on the status of the Customer's onboarding, its Partner Accounts, its holdings and its transactions, in order to provide the functionalities described in Articles 31 and 32.

33.2 Express authorisation

267. By ticking the dedicated box on the Platform when activating a Partner Service, the Customer expressly authorises Fipto to transmit the Partner Information to the Partner Service Provider concerned and, to that extent, releases Fipto from the professional secrecy to which it is bound under Article L. 522-19 of the CMF and Article 16 of the T&Cs. This authorisation is specific to each Partner Service Provider, is given on behalf of the Customer by the User activating the Partner Service, and is recorded and time-stamped by Fipto. It supplements the authorisations given in Article 16.

33.3 Withdrawal of the authorisation

268. The Customer may withdraw this authorisation at any time by written notice to Fipto at support@fipto.com. The withdrawal takes effect for the future only and does not affect information already transmitted, which the Partner Service Provider may retain in accordance with its own legal obligations. As the transmission of Partner Information is necessary for the Partner Service to be accessed via the Platform, withdrawal will result in the suspension of new Partner Payments. The Customer remains able to access its holdings directly with the Partner Service Provider.

33.4 Personal data

269. Fipto and the Partner Service Provider each act as independent data controllers for their own processing of personal data. Where Fipto collects or transmits information on behalf of the Partner Service Provider for the latter's due diligence, Fipto may act as the Partner Service Provider's processor. The Customer undertakes to inform the natural persons whose data are transmitted (legal representatives, Users, beneficial owners) of this transmission and of the privacy policies of Fipto and of the Partner Service Provider. Further information is available in Fipto's Privacy Policy.

34. Fipto's remuneration and conflicts of interest

34.1 Remuneration

270. Fipto may receive from a Partner Service Provider a remuneration calculated on the outstanding amounts subscribed by Customers via the Platform. The nature and amount or calculation method of this remuneration are displayed on the Platform. Further details are available from Fipto on request.

34.2 Conflicts of interest

271. The receipt of this remuneration may create a conflict of interest, since Fipto has an interest in Customers subscribing and holding products via a Partner Service. To manage this conflict, Fipto: (i) does not provide any recommendation or advice on Partner Services; (ii) presents Partner Services in a neutral manner and without canvassing; and (iii) applies its conflict of interest management policy, available at https://www.fipto.com/legal/conflict-of-interest-policy.

35. Risks, liability and complaints

35.1 Risks

272. The Customer acknowledges that the products accessible via Partner Services, in particular units or shares of investment funds:

• are not bank deposits or funds held on the Fipto Payment Account, and are covered neither by the protection described in Article 8.2 nor by any deposit guarantee scheme (including the FGDR);
• carry a risk of capital loss, as their value depends on changes in the fund's net asset value, which may fall as well as rise; past performance is not a reliable indicator of future performance and any rate displayed is not guaranteed; and
• may carry a currency risk where the product is denominated in a currency other than the Customer's reference currency or than the currency or Crypto-Asset used for the Partner Payment.

273. The risks specific to each product are described in its prospectus and Key Information Document.

35.2 Liability

274. Fipto is liable to the Customer, in accordance with Article 12.2, for the performance of the Services it provides in connection with Partner Services. Fipto is not liable for the provision of the Partner Service, including the decisions of the Partner Service Provider, the processing of subscription and redemption requests, the valuation, performance or liquidity of the products, and the information provided by the Partner Service Provider, except where caused by a fault of Fipto. The Partner Service Provider is liable to the Customer under the Partner Terms.

35.3 Complaints

275. Complaints concerning the Services provided by Fipto in connection with a Partner Service are handled by Fipto in accordance with Article 26. Complaints concerning the Partner Service itself must be addressed to the Partner Service Provider in accordance with its complaints-handling procedure, the details of which, including available mediation, are set out in Article 37 and on the Platform. Where Fipto receives a complaint concerning the Partner Service, it forwards it to the Partner Service Provider within five (5) business days and informs the Customer. On request, Fipto provides the Partner Service Provider with any information in its possession that is useful for handling a complaint concerning an operation carried out via the Platform.

36. Suspension and end of access to Partner Services

36.1 Suspension or termination by Fipto

276. Fipto may suspend or terminate access to a Partner Service via the Platform, in whole or in part: (i) where required by applicable regulations, by a competent authority or by its own AML/CFT obligations; (ii) at the request of the Partner Service Provider; (iii) in the event of unavailability of the Partner Interface; or (iv) in the event of termination of its partnership agreement with the Partner Service Provider. Except in urgent cases or where prohibited by law, Fipto informs the Customer as soon as possible and, in case (iv), with at least one (1) month's notice.

36.2 Holdings unaffected

277. The suspension or end of access via the Platform does not affect the Customer's holdings, which remain registered in its name with the Partner Service Provider. The Customer may continue to access its holdings, obtain information and submit redemption requests directly with the Partner Service Provider, in accordance with the Partner Terms. Fipto cooperates with the Partner Service Provider to ensure continuity of service for the Customer.

36.3 Termination by the Customer and account closure

278. The Customer may stop using a Partner Service at any time, subject to the Partner Terms. Before closing its Fipto Payment Account, the Customer must redeem its holdings or designate to the Partner Service Provider another account in its name to receive Partner Proceeds.

36.4 Canvassing and withdrawal

279. Article 17 does not apply to Partner Services, which Fipto does not offer through canvassing. Any right of withdrawal relating to a Partner Service is governed by the Partner Terms and applicable regulations.

37. Specific provisions: partnership with Spiko Finance

37.1 Partner Service Provider

280. Spiko Finance SAS, whose registered office is located at 229 rue Saint-Honoré, 75001 Paris ("Spiko Finance"), is an investment firm authorised by the ACPR under number CIB 19183 to provide the service of reception and transmission of orders on units or shares of collective investment undertakings.

37.2 Partner Service

281. Under its own authorisation and its terms of use, Spiko Finance provides the Customer with the service of reception and transmission of orders relating to shares of the sub-funds of Spiko SICAV, a UCITS approved by the AMF, available on the Platform (the "Spiko Funds"). The list of Spiko Funds available on the Platform may change.
282. The Customer accepts the terms of use of Spiko Finance directly with Spiko Finance when activating the Partner Service. The prospectus and Key Information Document of each Spiko Fund are made available on the Platform before the first subscription in that fund, and on Spiko Finance's website.

37.3 Partner Accounts and Partner Payments

283. For each Spiko Fund, Spiko Finance allocates to the Customer a dedicated virtual account (for Partner Payments in euros) and/or a dedicated deposit address (for Partner Payments in EURC or USDC). In accordance with the terms of use of Spiko Finance, funds received on such an account or address are treated by Spiko Finance as a subscription order in the corresponding Spiko Fund, executed at the net asset value determined in accordance with the prospectus.

37.4 Redemptions and Partner Proceeds

284. Redemption requests are submitted by the Customer to Spiko Finance through the Partner Interface in accordance with Article 31.3 and are executed in accordance with the prospectus of the Spiko Fund concerned. Redemption proceeds are paid to the Customer's Fipto Payment Account (proceeds in euros) or to the Customer's Internal Wallet address registered with Spiko Finance (proceeds in EURC or USDC).

37.5 Fipto's remuneration

285. Fipto does not charge the Customer any fee in connection with the Spiko Funds. Fipto receives a remuneration from Spiko Finance.

37.6 Complaints

286. Complaints concerning the service provided by Spiko Finance may be addressed to Spiko Finance, in accordance with the complaints-handling procedure described in its terms of use. If the response is unsatisfactory, the Customer may refer the matter to the AMF Mediator, 17 place de la Bourse, 75082 Paris Cedex 02 (www.amf-france.org).

38. Entry into force

38.1 Entry into force

287. Articles 30 to 38 form an integral part of the T&Cs and enter into force one month after notification in accordance with Article 25 unless accepted before that. They apply to a Customer from its express acceptance on the Platform and, in any event, before its first use of a Partner Service.

38.2 Changes and new Partner Service Providers

288. Fipto may, in accordance with Article 25, amend Article 37 or add specific provisions relating to new Partner Service Providers. Access to the services of a new Partner Service Provider is only available to the Customer once it has expressly accepted the corresponding provisions and given the authorisation provided for in Article 33.2 in respect of that provider.