Terms of Service

1. Background and definitions

1.1 These Terms govern access to and use of Anyflo Pay, including its APIs, software, dashboard, developer tools, documentation and related services (Services). They form a binding agreement between Anyflo and the business or other legal entity accepting them or entering into an Order Form that references them (Customer, you, or your). The Services are for business and institutional use only.

1.2 To use the Services, you must accept these Terms. You agree that all use of the Services is subject to these Terms and you must immediately cease using the Services if you can no longer agree or adhere to these Terms.

1.3 Your agreement with Anyflo consists of these Terms, each applicable order form, statement of work, online order, service schedule or other ordering document referencing these Terms (Order Form), and any service-specific terms, data processing agreement or policies expressly incorporated into them (Agreement). The Agreement starts on the effective date of the first Order Form or, if there is none, when you first accept these Terms or use the Services (Effective Date).

1.4 If documents forming the Agreement conflict, the following order applies unless an Order Form expressly states otherwise:

• (a) a data processing agreement, but only for its subject matter;
• (b) the applicable Order Form;
• (c) service-specific terms or schedules;
• (d) these Terms; and
• (e) the Documentation and other incorporated policies.

1.5 In these Terms:

• (a) Agreement has the meaning given to it under clause 1.3.
• (b) Applicable Law means any law, regulation, binding order of a court or governmental authority, sanction, rule or other legal requirement applicable to a party, the Services or a Transaction;
• (c) Authorised User means an employee, contractor or other individual you authorise to access the Services on your behalf;
• (d) Customer Data means data, records, Transaction information and other content provided to Anyflo by or on behalf of you or an End User in connection with the Services;
• (e) Customer Fee means any fee, spread or charge that you may apply to a Transaction;
• (f) Documentation means Anyflo's then-current technical and API documentation, integration requirements and usage instructions for the Services;
• (g) Effective Date has the meaning given to it under clause 1.3.
• (h) End User means a customer, merchant, supplier, contractor, payer, recipient or other person for whom you use or make available functionality enabled by the Services;
• (i) Fees means fees payable to Anyflo under a Quote, Order Form or other written commercial arrangement;
• (j) Fiat Currency means government-issued currency designated as legal tender;
• (k) KYT means know-your-transaction screening of Wallets, Supported Assets and Transactions, including blockchain analytics and sanctions screening
• (l) Order Form has the meaning given to it under clause 1.3.
• (m) Principal Amount means the Supported Assets that are the subject of a Transaction, excluding Fees, Customer Fees and any network fees;
• (n) Privacy Policy means Anyflo’s privacy policy as updated from time to time and published on our website;
• (o) Quote means pricing, routing, fee, exchange rate, settlement or other information provided through the Services for a proposed Transaction;
• (p) Recipient means the person or entity to whom the Principal Amount is to be delivered in a Transaction;
• (q) Services has the meaning given to it under clause 1.1.
• (r) Stablecoin means a digital asset designed or represented as maintaining a stable value relative to a Fiat Currency or other reference asset;
• (s) Supported Asset means a Fiat Currency, Stablecoin or other digital asset designated by Anyflo as supported for a particular Service or Transaction;
• (t) Supported Network means a blockchain or other distributed ledger network designated by Anyflo as supported for a particular Service or Transaction;
• (u) Term means the term of the Agreement as per clause 15;
• (v) Third Party Provider means a liquidity provider, on-ramp provider, Stablecoin issuer, bank, financial institution, exchange, blockchain infrastructure provider, compliance provider, wallet provider or other third party involved in a Service or Transaction;
• (w) Transaction means a payment, payout, transfer, conversion, settlement or other movement of value initiated, submitted or enabled through the Services; and
• (x) Transaction Instruction means an instruction submitted through the Services by or on your behalf to initiate, approve, route, fund or otherwise process a Transaction;
• (y) Travel Rule means the requirements of Applicable Law for originator and beneficiary information to accompany transfers of crypto-assets, including Part 7A of the MLRs and Regulation (EU) 2023/1113; and
• (z) Wallet means a blockchain address or digital asset wallet used to send, receive or otherwise interact with digital assets.

1.6 References to including or similar expressions are illustrative and do not limit the preceding words. References to writing include electronic communications where appropriate.

2. Services, Supported Assets and Third Party Providers

2.1 Anyflo provides technology infrastructure designed to enable Customers to initiate, orchestrate and manage Transactions involving Fiat Currency, Stablecoins, Supported Networks and Third Party Providers.

2.2 The Services available to you depend on the applicable Order Form, Documentation, configuration, eligibility, Supported Assets, Supported Networks and Third Party Providers. Anyflo may determine the technical means, routing architecture and providers used to deliver the Services, subject to any routing or geographic restrictions expressly agreed with you.

2.3 Anyflo provides technology and orchestration services and does not control any blockchain, Stablecoin issuer, or Third Party Provider. Anyflo is non-custodial and does not receive, hold, safeguard or take custody of Customer or End User principal funds or digital assets. Anyflo does not act as a bank, deposit-taking institution, custodian, money transmitter, money services business, broker, dealer, exchange, fiduciary or financial adviser for you or an End User. Anyflo is not a party to, or counterparty in, any conversion, exchange or transfer of principal between you, an End User and a Third Party Provider.

2.4 To avoid doubt, the Principal Amount for each Transaction is transferred directly from your or the End User’s Wallet, or via on-ramp provider, to the relevant liquidity provider, and then from the liquidity provider to the Recipient. No Principal Amount is transferred to, through or under the control of Anyflo or any Wallet controlled by Anyflo at any time.

2.5 Anyflo does not, and nothing in the Agreement requires or authorises Anyflo to:

• (a) hold, generate, store, share in or have access to any private key, seed phrase, key share or other credential capable of authorising the transfer of any Principal Amount;
• (b) take possession, custody or control of, or hold on trust or on behalf of any person, any Principal Amount;
• (c) receive, hold or transmit Fiat Currency on behalf of you, any End User or any Recipient;
• (d) act as principal, counterparty or agent in the exchange, sale, purchase or transfer of any Principal Amount;
• (e) issue, redeem or guarantee any Stablecoin, electronic money or other digital asset;
• (f) provide any payment account, electronic money account or crypto-asset account to any person; or
• (g) provide investment, financial, legal, tax or other advice, or any personal recommendation.

2.6 Anyflo may add, restrict, suspend or remove a Supported Asset, Supported Network, route, jurisdiction or Third Party Provider where reasonably necessary for legal, regulatory, security, technical, liquidity, issuer, provider, market or risk reasons. Where reasonably practicable, Anyflo will give advance notice of a material removal of support, but immediate action may be required. You must not use an unsupported asset, network or destination, and Anyflo does not guarantee recovery of unsupported assets.

2.7 The Services depend on independent Third Party Providers, which may impose separate eligibility, onboarding, compliance, technical or contractual requirements. You must reasonably cooperate with requirements notified as necessary to use the relevant Service. Where required, you must agree to separate terms and conditions which govern your or an End User's direct relationship with a Third Party Provider. Anyflo is not a party to that direct contractual relationship and is not the agent of any Third Party Provider. Anyflo does not guarantee a Third Party Provider’s availability, solvency, regulatory status, security, pricing or processing times.

2.8 You authorise Anyflo to provide Customer Data and Transaction Instructions to Third Party Providers to the extent reasonably necessary to provide the Services, process Transactions, conduct compliance screening or comply with Applicable Law.

3. Onboarding, accounts, integration and End Users

3.1 You may use the Services only if you are a validly existing business or other legal entity using them for legitimate business purposes. You must maintain all licences, registrations, approvals and corporate authorisations required for your business and use of the Services.

3.2 Anyflo may require you, your directors, officers, beneficial owners, Authorised Users or other relevant persons to complete onboarding, identity verification, due diligence and risk assessment. You must provide complete, accurate and current information, promptly notify Anyflo of material changes, and provide additional documents reasonably requested for compliance, security, risk management or provision of the Services. Production access remains subject to Anyflo's approval.

3.3 Subject to the Agreement, Anyflo grants you a limited, non-exclusive, non-transferable and non-sublicensable right during the Term to access and use the Services for your business and, where permitted by an Order Form, integrate them into your products or services. You are responsible for the conduct of each Authorised User and all activity through your accounts, APIs and credentials.

3.4 You must protect passwords, API keys and other credentials, maintain reasonable administrative, technical and organisational safeguards, promptly report suspected compromise, and comply with the Documentation, including authentication, signature, idempotency, rate-limit and duplicate-prevention controls. Anyflo may rely on instructions submitted through valid credentials or an authenticated integration until it has had a reasonable opportunity to act on notice of compromise.

3.5 Where you make the Services available through your own product and services, including a white-label or co-branded implementation, you remain responsible for your products, services, user interface, user relationships, onboarding, pricing, support, complaints, refunds and the underlying goods, services or obligations giving rise to a Transaction. Anyflo is not the merchant of record and is not a party to the underlying transaction merely because the Services facilitate payment or settlement.

3.6 You must maintain legally compliant End User terms, notices and disclosures (including disclosure to End Users of the full price of each Transaction, including any Customer Fee) and obtain all consents and authorisations needed for you and Anyflo to process Transactions, share information with Third Party Providers, conduct screening, provide required regulatory information and reject or suspend Transactions. You must not make commitments on Anyflo's behalf or represent that Anyflo has endorsed or guaranteed you, an End User, a Transaction or an underlying product.

3.7 Anyflo does not enter into any contract with, or owe any duty to, an End User by reason of the Services. You must describe Anyflo's role, and the role of any Third Party Provider, accurately in your End User communications, and must not present Anyflo as the provider, custodian, transmitter or counterparty of any Transaction.

4. Compliance, KYC/KYB/KYT, monitoring and prohibited use

4.1 You are responsible for determining the laws and regulatory permissions applicable to your business, End Users and use of the Services, including requirements concerning payments, money transmission, digital assets, Stablecoins, AML/CTF, sanctions, anti-bribery, fraud, consumer protection, export controls, privacy and record retention. Anyflo's screening or compliance functionality is not legal or regulatory advice and does not transfer your obligations to Anyflo.

4.2 You are primarily responsible for KYC, KYB, customer due diligence and identity verification required for End Users. Before enabling an End User to transact, you must ensure the required verification has been completed under Applicable Law, your compliance programme and requirements notified by Anyflo.

4.3 Anyflo may review your compliance processes and supporting evidence. If they are insufficient for a Service, Transaction, jurisdiction or risk profile, Anyflo may require additional verification or screening and may conduct or arrange it. Additional verification Fees may apply if specified in an Order Form or notified before they are incurred.

4.4 Anyflo may rely on your KYC, KYB and other verification of End Users without independent verification unless it has reason to believe that verification is deficient. You must provide copies of End User verification records or information to Anyflo upon request where required by Applicable Law. Anyflo may verify the Recipient of a Transaction and may reject a Transaction where the Recipient cannot be verified to Anyflo's reasonable satisfaction.

4.5 Anyflo may apply KYT screening at any stage of a Transaction. This includes screening the source of the Supported Assets (whether they come from a self-custodied Wallet, a custodial account or an on-ramp provider), the destination Wallet and the Transaction itself. It may also include re-screening immediately before submission where the Supported Assets or Wallets involved have changed.

4.6 You are responsible for obtaining, holding, verifying and transmitting all originator and beneficiary information required by the Travel Rule. Anyflo may make technical integrations with Travel Rule solutions available. You must provide Anyflo with such Travel Rule information as Anyflo requests to perform KYT or to support its compliance with sanctions.

4.7 You authorise Anyflo and its Third Party Providers to conduct wallet, token, Transaction, sanctions, fraud, blockchain analytics and other risk screening. You must promptly provide originator, beneficiary, counterparty, Travel Rule, source-of-funds, source-of-wealth, Transaction-purpose and other information reasonably required for compliance or risk assessment, and retain compliance records for the period required by Applicable Law.

4.8 Anyflo may apply geographic, counterparty, asset, Wallet, Transaction, volume, velocity or other compliance restrictions and may reject, delay or pause a Transaction where screening identifies an actual or suspected compliance, sanctions, fraud or other material risk. Screening or approval by Anyflo is not a representation that an End User or Transaction complies with Applicable Law or is free from financial crime risk.

4.9 You must not, and must not permit an Authorised User or End User to, use the Services to:

• (a) engage in unlawful, fraudulent or deceptive activity, money laundering, terrorist financing, sanctions evasion or other financial crime;
• (b) transact with a prohibited person, jurisdiction or Wallet, use proceeds of unlawful activity, or breach export controls;
• (c) circumvent compliance, geographic, security, access or transaction controls, or provide false or misleading information;
• (d) introduce malicious code, interfere with the Services, gain unauthorised access, or use unauthorised automated methods;
• (e) reverse engineer, decompile, copy, modify, distribute, sublicense or create derivative works from the Services except as expressly permitted by the Agreement or Applicable Law;
• (f) use Anyflo's non-public technology, Documentation or Confidential Information to develop or materially assist a competing service; or
• (g) engage in a business, Transaction or use case reasonably designated by Anyflo as prohibited or restricted for legal, regulatory, compliance or material risk reasons.

4.10 You must reasonably cooperate with Anyflo on regulatory, compliance and risk matters and promptly notify Anyflo of suspected unlawful, fraudulent or unauthorised activity involving the Services or of regulatory action that could materially affect your eligibility.

5. Transaction Instructions, Quotes and execution

5.1 You are responsible for each Transaction Instruction submitted by or on your behalf, especially for the accuracy and completeness of all information and data contained therein. Before submitting or approving a Transaction, you must verify the intended Recipient, amount, currency or Supported Asset, Wallet address, Supported Network and other destination information, and ensure that you are authorised to submit the Transaction Instruction and that the Transaction is lawful.

5.2 Anyflo may rely on a Transaction Instruction received through an authenticated account, API or integration and is not required to verify its underlying commercial purpose. You must ensure that sufficient funds or digital assets are available to the relevant payer before requesting a Quote and remain available until the Transaction is funded. Submission of a Transaction Instruction does not require Anyflo to process it or a Third Party Provider to execute it; processing and execution remains subject to the Quote, compliance review, funding, liquidity, network availability and other applicable conditions.

5.3 You must implement the duplicate-prevention controls. If you submit duplicate, conflicting or repeated Transaction Instructions, Anyflo may process each validly authenticated Transaction Instruction unless the Services identify and reject it as a duplicate or you notify Anyflo otherwise before it is processed.

5.4 For a proposed Transaction, Anyflo may obtain pricing or routing information from one or more Third Party Providers and select an available route having regard to price, liquidity, network availability, compliance restrictions, counterparty risk, speed and reliability of settlement, operational factors and other dynamic criteria determined by Anyflo from time to time. Anyflo has complete discretion on which Quote it selects and is not required to use the liquidity provider offering the lowest nominal price. Anyflo does not represent or warrant that any Quote is the best price available in the market. The Customer has discretion on whether it accepts a Quote.

5.5 You are responsible for notifying Anyflo in writing about any restriction to which you are subject that affects which Third Party Providers you may deal with, or in which territories you may operate. Where such restrictions are notified, Anyflo will configure the Services to limit Third Party Providers from which Quotes are sought and selected accordingly. Anyflo may rely on the restrictions you notify and is not liable for any reduction in available liquidity, or less favourable pricing, resulting from them.

5.6 A Quote may include or reflect Fees, provider fees, network or gas fees, spreads, conversion costs and other applicable charges. A Quote applies only to the Transaction for which it is generated and is valid only for the stated period. It does not guarantee future pricing, liquidity, exchange rates, fees or availability.

5.7 A Quote is conditional on the Transaction being accepted, funded and satisfying its conditions within the validity period. If funding is late, incorrect or incomplete, or market, network or provider conditions change, Anyflo may require a new Quote or reject the Transaction. Anyflo will not route a Transaction until the relevant funds are available and have passed applicable screening.

5.8 A Transaction becomes committed and irrevocable at the point specified through the Services or Documentation. After that point, it may not be possible to cancel or amend it. Before final execution, Anyflo may cancel or reject a Quote or Transaction for a manifest pricing or technical error, insufficient funding, compliance concern, loss of liquidity, provider failure, network disruption or another circumstance that prevents or materially increases the risk of execution.

6. Funding, settlement, finality and errors

6.1 You acknowledge that funding and settlement depend on the relevant Service, Supported Asset, Supported Network and route. A digital asset Transaction may require you or an End User to transfer the digital asset directly to a Third Party Provider or designated destination. A Fiat Currency Transaction may require payment to an on-ramp provider, which may convert it into a Stablecoin or other Supported Asset before settlement.

6.2 Payment instructions and account details may be used only for the Transaction or purpose for which they are provided. Funds sent using incorrect, expired or unsupported details may be delayed, rejected or returned. Following funding, a Third Party Provider may convert, route and deliver the relevant value to the intended Recipient. Anyflo may provide status information, but a Transaction is settled only when the Services record it as settled based on confirmation from the relevant network or provider.

6.3 Anyflo does not take title to, or custody of, the Principal Amounts transferred as part of a Transaction. Fees may be separately deducted, extracted or routed through the applicable Transaction or smart-contract flow where technically supported.

6.4 Digital-asset Transactions may become irreversible once submitted to or confirmed on a blockchain. You are responsible for accurate and complete Transaction Instructions. Use of an incorrect Wallet, network, asset or destination may cause permanent loss. Anyflo has no obligation to recover an erroneous Transaction, but may choose to assist where recovery is technically possible and may charge reasonable recovery costs and provider fees.

6.5 A Transaction may fail, be delayed, rejected or remain pending because of insufficient funding, compliance review, incorrect information, network congestion or failure, smart-contract issues, issuer action, provider outage, lack of liquidity or other circumstances outside Anyflo's reasonable control. If a Transaction fails before settlement and assets are recoverable, Anyflo will use reasonable efforts to coordinate with the relevant Third Party Provider(s) regarding return or re-routing, subject to provider terms, network conditions, conversion costs and charges. Anyflo does not itself hold, return or re-route any amount pursuant to a Transaction.

6.6 Where Anyflo declines to process, or halts, a Transaction, it does so by not generating, releasing or submitting transaction data (or by instructing you not to proceed). It does not freeze, seize or redirect any Principal Amount. Any Principal Amount which has not been transferred due to an incomplete Transaction remains under the control of the entity who controlled them at the time the Transaction was requested. Where a Principal Amount has already been transferred to a Third Party Provider, you accept that its return, holding or freezing is governed by that applicable provider terms and Applicable Law.

6.7 Unless a Service expressly supports reversal or refund, a refund may need to be processed as a new Transaction and may be subject to a new Quote, screening, network conditions and Fees. Blockchain Transactions do not generally provide card-like chargeback rights. You must review Transaction records and promptly notify Anyflo of suspected errors or unauthorised Transactions. If you or an End User receives value in error, you must reasonably cooperate in returning it, subject to Applicable Law.

7. Fees and taxes

7.1 You must pay the Fees specified in the applicable Quote, Order Form or other written commercial arrangement. Fees may include platform, usage, Transaction, routing or additional-verification charges. Transactions may also involve Third Party Provider, banking, network, gas, spread or conversion costs.

7.2 You acknowledge and accept that Anyflo may charge and collect Fees on each Transaction as consideration for provision of the Services. Such Fees will be included within the Quote and subject to your acceptance of the Quote will be automatically extracted to Anyflo’s nominated Wallet without affecting the Principal Amount. Fees are non-refundable once the relevant Transaction has been executed and the Principal Amount delivered to the intended Recipient, except as expressly provided in the Agreement or required by Applicable Law.

7.3 Where additional Fees are agreed to beyond the scope of clause 7.2, such Fees will be charged and paid in accordance with the terms of the relevant Order Form. Fees that are not collected through the Transaction flow are payable within 30 days of the invoice date, without set-off except where Applicable Law requires otherwise.

7.4 Unless stated otherwise, Fees exclude applicable sales, use, VAT, GST and similar transaction taxes, other than taxes on Anyflo's net income.

7.5 You may charge Customer Fees as determined in your sole discretion. Any Customer Fees are solely between you and the End User without any involvement by us. Anyflo has no direct billing relationship with End Users and is not responsible for receiving any payments from End Users. You are solely responsible for receiving payment of Customer Fees from the End User via your own product, service or application.

8. Suspension, availability and changes

8.1 Anyflo may reject, delay, block, limit or suspend a Transaction or access to a Service where it reasonably considers this necessary to:

• (a) comply with Applicable Law;
• (b) address sanctions, AML, fraud, security, credential-compromise or other compliance concern;
• (c) address insufficient funding, liquidity constraints, provider restrictions, network incidents or infrastructure failure;
• (d) prevent material harm, investigate a suspected breach, enforce limits or respond to overdue undisputed Fees after reasonable notice; or
• (e) respond to a failure to provide compliance information or a necessary Third Party Provider requirement.

8.2 Where reasonably practicable and lawful, Anyflo will notify you of a material suspension and its general reason and will use reasonable efforts to restore the affected Service once a remediable issue is resolved. Compliance, fraud and security reviews may delay processing. Processing times are not guaranteed unless expressly stated in a service level agreement (SLA).

8.3 Anyflo will use commercially reasonable efforts to provide the Services in accordance with the Agreement and Documentation. Any service level, uptime or support commitment applies only if expressly set out in an Order Form or SLA. Anyflo may perform maintenance and modify the Services, including to address security or compliance requirements, support new providers or networks, or discontinue obsolete functionality. Anyflo will not materially reduce the core functionality of the Services during the Term except where reasonably necessary because of Applicable Law, security risk, provider change or another circumstance outside its reasonable control.

8.4 As a hosted and managed service and subject to clause 8.3, Anyflo reserves the right to upgrade, maintain, amend, add or remove features, improve or otherwise modify the Services from time to time.

8.5 Sandbox, beta, preview and other non-production functionality (Preview Services) is for testing and evaluation unless Anyflo expressly permits otherwise. Preview Services may be incomplete, change or be discontinued at any time, are provided as is and without an SLA, and must not be used with real funds or digital assets unless expressly authorised.

8.6 Anyflo may update or deprecate APIs, webhooks, SDKs and other integration methods. Where reasonably practicable, it will give reasonable notice of a material backwards-incompatible production change, except where shorter notice is required for legal, security, compliance or provider reasons.

8.7 Anyflo may amend these Terms on reasonable notice. A material amendment that materially and adversely affects your rights or obligations will ordinarily take effect at least 30 days after notice or, for fixed-term commercial commitments, on renewal, unless an earlier date is reasonably required by Applicable Law, security, fraud, sanctions or a provider requirement. Continued use after the effective date constitutes acceptance. Technical changes made in accordance with the Agreement do not themselves amend these Terms.

9. Stablecoin and blockchain risks

9.1 You acknowledge that Stablecoins, digital assets and blockchain networks involve risks that may not apply to conventional payment systems. Stablecoins may lose their intended peg or redemption value, and their value, liquidity and redeemability may depend on issuers, reserve assets, custodians, banking arrangements, market conditions and legal treatment outside Anyflo's control.

9.2 You acknowledge that Blockchain networks are operated by independent participants and protocols and may experience congestion, outages, attacks, defects, forks, governance changes, validator failures or changes in fees and processing rules. Smart contracts may contain vulnerabilities or behave unexpectedly. Anyflo may determine whether and how to support a forked network or asset and is not required to support it.

9.3 You acknowledge that issuers or other persons may freeze, block, blacklist, seize, redeem or otherwise restrict digital assets or Wallets. Laws affecting Stablecoins and blockchain payments may change. Network fees, spreads, conversion rates and liquidity may also change rapidly. Except as expressly stated in an Order Form, Anyflo does not guarantee a Supported Asset's value, peg, redeemability, liquidity, legality or continued support.

9.4 You are responsible for assessing whether the Services, Supported Assets and Supported Networks are appropriate for your business and End Users. Anyflo does not provide investment, financial or legal advice and does not recommend a digital asset as an investment.

9.5 Stablecoins are not bank deposits, legal tender or obligations of Anyflo, and are not insured or guaranteed by any government deposit insurance scheme. You are responsible for determining whether a Supported Asset may lawfully be offered to or used by you and your End Users in each relevant jurisdiction.

10. Intellectual property, Customer Data and privacy

10.1 Anyflo and its licensors own all rights in the Services, Documentation, APIs, software, smart contracts, interfaces, systems, technology, methodologies and related intellectual property. Except for the limited rights expressly granted by the Agreement, no intellectual property right is transferred to you, and we retain ownership in all intellectual property related to Anyflo Pay and associated technologies. You retain ownership of your pre-existing intellectual property and branding.

10.2 Where the Services support white-label or co-branded functionality, you grant Anyflo a limited, non-exclusive licence during the Term to use your branding solely as necessary to provide that functionality. You must not use Anyflo's names, trade marks or branding except as authorised. Any feedback you voluntarily provide may be used, modified and incorporated by Anyflo on a worldwide, perpetual, irrevocable and royalty-free basis without compensation, without transferring your pre-existing intellectual property.

10.3 As between the parties, you retain rights in Customer Data. You grant Anyflo a non-exclusive right to process Customer Data as reasonably necessary to provide, secure and maintain the Services, process Transactions, conduct compliance and risk activities, prevent fraud, comply with Applicable Law and exercise its rights under the Agreement. Anyflo may use Customer Data to improve the Services only as permitted by an applicable data processing agreement or after aggregation or de-identification so it does not reasonably identify you or an individual.

10.4 You must have all notices, rights, permissions, consents and lawful bases necessary for Anyflo and relevant Third Party Providers to process Customer Data as contemplated by the Agreement, and you are responsible for its accuracy and legality. Each party must comply with Applicable Law relating to privacy and data protection. Where required, the parties will enter into a data processing agreement, which prevails over these Terms for its subject matter.

10.5 Anyflo will maintain reasonable administrative, technical and organisational safeguards designed to protect Customer Data. Providing the Services may require disclosure to Third Party Providers, including in other jurisdictions, subject to Applicable Law and any data processing agreement. Anyflo may also use aggregated or de-identified technical and usage information for security, analytics, service improvement and capacity planning. The Privacy Policy describes processing undertaken for Anyflo's own purposes.

11. Confidentiality

11.1 Confidential Information means non-public information disclosed by or on behalf of one party to the other that is identified as confidential or should reasonably be understood to be confidential. It includes, for Anyflo, non-public information about the Services, APIs, security, pricing, routing, providers, product plans, architecture and Order Form terms and, for you, Customer Data and non-public business information.

11.2 The receiving party may use Confidential Information only to perform or exercise rights under the Agreement, must protect it using at least reasonable care, and may disclose it only to employees, advisers, affiliates, contractors and service providers with a legitimate need to know and appropriate confidentiality obligations.

11.3 Confidentiality obligations do not apply to information the receiving party can demonstrate:

• (a) is or becomes public without breach of the Agreement;
• (b) was lawfully known without restriction before disclosure;
• (c) is lawfully received from a third party without confidentiality restriction; or
• (d) is independently developed without use of the disclosing party's Confidential Information.

11.4 A party may disclose Confidential Information where required by Applicable Law or lawful process and, where legally permitted, must give reasonable prior notice. On request after termination, it will return or delete Confidential Information where reasonably practicable, subject to legal retention and routine backups. These obligations continue for five years after the end of the Term, and for trade secrets for so long as they remain trade secrets. Each party may seek appropriate equitable relief for unauthorised disclosure.

12. Warranties and disclaimers

12.1 Anyflo warrants that, during the Term, the Services will operate in all material respects in accordance with the applicable Documentation. If you give sufficient notice of a material non-conformity, Anyflo will use commercially reasonable efforts to correct it.

12.2 The warranty does not apply to issues caused by your systems, misuse, unauthorised modifications, breach of the Agreement, a Third Party Provider, a blockchain network or other systems outside Anyflo's reasonable control.

12.3 You represent and warrant that on the Effective Date and on each submission of a Transaction Instruction that:

• (a) you are duly organised, validly existing and in good standing, and have full power and authority to enter into and perform the Agreement;
• (b) you hold, and will maintain, all licences, registrations and authorisations required for your business and your use of the Services;
• (c) neither you nor any of your directors, officers, beneficial owners or Authorised Users is the subject or target of sanctions, owned or controlled by such a person, or located, organised or resident in a comprehensively sanctioned jurisdiction;
• (d) to your knowledge, funds and digital assets used in Transactions are not derived from unlawful activity;
• (e) your compliance programme, including KYC, KYB, sanctions screening and transaction monitoring, complies with Applicable Law and the requirements notified by Anyflo; and
• (f) any information you provide to Anyflo is complete, accurate and not misleading.

12.4 Except as expressly stated in the Agreement and to the fullest extent permitted by Applicable Law, the Services are provided on an as is and as available basis and Anyflo disclaims all other express, implied and statutory warranties, including merchantability, fitness for a particular purpose, title and non-infringement. Anyflo does not warrant uninterrupted or error-free operation, a particular Transaction time unless stated in an SLA, or the availability, value, peg, redeemability, liquidity, security or continued operation of a Stablecoin, digital asset, network or Third Party Provider. Quotes, routing suggestions, compliance functionality and analytics are not professional advice.

13. Indemnities

13.1 You will defend, indemnify and hold harmless Anyflo, its affiliates and their directors, officers, employees and agents from third-party claims, regulatory investigations or proceedings, and all related liabilities, damages, penalties, fines, costs and reasonable legal fees arising from:

• (a) your material breach of the Agreement, violation of Applicable Law or infringement of third-party rights;
• (b) your business, products, services or End User relationship, including any act or omission of an End User (for which you are responsible);
• (c) your failure to conduct required KYC, KYB or other compliance activities;
• (d) an inaccurate or unauthorised Transaction Instruction submitted by or on your behalf; or
• (e) Customer Data or other material supplied by you that infringes a third party's intellectual property, privacy or other right;

except to the extent directly caused by Anyflo's breach, gross negligence, wilful misconduct or fraud.

13.2 Anyflo will defend you against a third-party claim alleging that authorised use of the Services infringes third-party intellectual property rights and will indemnify damages and reasonable costs finally awarded or agreed in an Anyflo-approved settlement. This does not apply to claims caused by unauthorised modification or use, combination with unapproved materials where the claim would not otherwise arise, continued use after notice to stop, or a Preview Service. Anyflo may obtain continued use rights, modify or replace the affected Service, or terminate it and refund prepaid Fees for the unused portion.

13.3 The indemnified party must promptly notify the indemnifying party, provide reasonable cooperation at the indemnifying party's expense and allow it to control the defence and settlement. No settlement may require an admission of liability or material obligation by the indemnified party without its prior written consent, not to be unreasonably withheld. This clause states Anyflo's entire liability for third-party intellectual property infringement claims relating to the Services.

14. Limitation of liability

14.1 To the fullest extent permitted by Applicable Law, neither party nor its affiliates, licensors or suppliers will be liable arising out of or in connection with the Agreement for indirect, incidental, special, exemplary, punitive or consequential loss or damage, or loss of profits, revenue, business, opportunity, goodwill, anticipated savings or data, regardless of the form of action and even if foreseeable.

14.2 Subject to clause 14.4, each party's total aggregate liability arising out of or in connection with the Agreement will not exceed the Fees paid or payable by you to Anyflo under the Agreement during the 12 months immediately preceding the event giving rise to the first claim.

14.3 Without limiting the above, Anyflo is not liable for loss arising from:

• (a) inaccurate or unauthorised Transaction Instruction;
• (b) incorrect Wallet, network or asset;
• (c) actions or omissions of Third Party Providers;
• (d) blockchain outage, fork, congestion or protocol failure;
• (e) depegging, freezing, blacklisting, insolvency or failure of a Stablecoin or issuer;
• (f) security failure in your or an End User's device or systems; or
• (g) a suspension or rejection made in accordance with the Agreement.

14.4 Nothing in the Agreement excludes or limits:

• (a) your obligation to pay amounts properly due;
• (b) your liability for breach of obligations under clause 4 or the representations under clause 12.3;
• (c) liability for fraud, fraudulent misrepresentation or wilful misconduct;
• (d) either party’s indemnity obligations under clause 13; or
• (e) liability that cannot lawfully be excluded or limited.

15. Term and termination

15.1 The Agreement begins on the Effective Date and continues until validly terminated in accordance with this clause 15, subject to any fixed term, renewal or termination rights agreed to in an Order Form (which shall prevail over this clause 15 to the extent of any inconsistency).

15.2 The Customer may terminate the Agreement by giving written notice to Anyflo. To avoid doubt, the Customer is under no obligation to continue completing Transactions and may cease using the Services at any time.

15.3 Anyflo may terminate the Agreement for convenience by giving you at least 30 days' written notice.

15.4 Anyflo may terminate the Agreement for material breach not remedied within 7 days after written notice, unless the breach is incapable of remedy, and may terminate immediately if you cease business without a successor or enter insolvency proceedings that are not dismissed within 30 days.

15.5 Anyflo may terminate or suspend the Agreement immediately if continued provision would reasonably violate Applicable Law, create material regulatory or compliance risk, or if a governmental authority or necessary Third Party Provider requires cessation.

15.6 Termination does not affect accrued rights or liabilities. On termination, access to the affected Services ends, accrued Fees remain payable, pending Transactions are handled according to their status and Applicable Law, and Confidential Information remains subject to clause 11. Anyflo may retain Transaction and compliance records as required by Applicable Law or reasonably necessary to establish, exercise or defend legal rights. Provisions intended by their nature to survive termination remain effective.

16. Governing law and disputes

16.1 The Agreement is governed by the laws of the State of Delaware, without regard to conflict-of-law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

16.2 Before formal proceedings, each party will use reasonable efforts to resolve a dispute through good-faith discussions between authorised representatives. This does not prevent urgent injunctive or equitable relief. Subject to that process, each party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in Delaware.

16.3 To the fullest extent permitted by Applicable Law, each party knowingly waives trial by jury, and each party may bring claims only in its individual capacity and not as a plaintiff or class member in a purported class, collective, consolidated or representative proceeding.

17. General

17.1 Notices. Notices under the Agreement must be in writing. Notices to you may be sent to contact details associated with your account or Order Form. Legal notices to Anyflo must be sent to legal@anyflo.io. Operational notices may be delivered through the Services, email, webhook, dashboard or another agreed channel.

17.2 Assignment and subcontracting. You may not assign the Agreement without Anyflo's prior written consent, with such consent not to be unreasonably withheld. Anyflo may assign it to an affiliate or in connection with a merger, reorganisation, financing, acquisition or sale of substantially all relevant assets. Anyflo may use affiliates, contractors and service providers to perform its obligations and remains responsible for its contractual obligations, subject to provisions concerning independent Third Party Providers.

17.3 Force majeure. Neither party is liable for delay or failure, other than payment of amounts already due, caused by circumstances outside its reasonable control, including natural disasters, war, civil unrest, government action, labour disruption, telecommunications or cloud outages, blockchain or protocol failure, qualifying cyberattack or failure of a critical provider despite reasonable contingency measures.

17.4 Relationship and third-party rights. The parties are independent contractors. The Agreement does not create a partnership, joint venture, fiduciary, employment or agency relationship except where expressly agreed for a limited purpose. Except for persons expressly benefiting from an indemnity or liability protection, no third party may enforce the Agreement.

17.5 Waiver and severability. A failure or delay in exercising a right does not waive it. A waiver must be in writing. If a provision is invalid or unenforceable, it will be limited or severed to the minimum extent necessary and the remainder will continue in effect.

17.6 Entire agreement. The Agreement is the entire agreement concerning its subject matter and supersedes prior or contemporaneous proposals, representations, communications and agreements concerning that subject matter.

17.7 Electronic contracting and counterparts. The Agreement may be accepted and executed electronically and in counterparts, each of which is deemed an original and together forms one instrument.

17.8 Contact. Questions regarding these Terms or the Services may be sent to legal@anyflo.io.