Venly Finance Sp. z o.o. · KRS 0001026052

Terms of Service

Last updated: 29 October 2026

1. Provider Identification

• Service Provider: Venly Finance Sp. z o.o. ("the Company", "Service Provider", "we", "us")
• Registered Office: ul. Hoża 86, lok. 210, 00-682 Warsaw, Poland
• Registration: National Court Register (KRS) No. 0001026052; NIP: 7011135380; REGON: 524812347
• Regulatory Status: Venly Finance is working on licences in Latvia, Canada and El Salvador, and is currently integrated with multiple regulated partners, which deliver the regulated services.
• Contact: legal@venly.io

2. Definitions

In these Terms, unless the context requires otherwise:

• "Client" or "you": means the business entity that has entered into a service agreement with the Company and successfully completed the KYB verification process.
• "Crypto-Asset": means a digital representation of a value or a right which may be transferred and stored electronically, using distributed ledger technology or similar technology, as defined in Article 3(1)(5) of Regulation (EU) 2023/1114.
• "CASP": means Crypto-Asset Service Provider as defined in Regulation (EU) 2023/1114 (MiCA).
• "Custody Services": means the safekeeping or controlling of crypto-assets, or of the means of access to such crypto-assets (including private cryptographic keys), on behalf of the Client.
• "Exchange Services": means the exchange of crypto-assets for fiat currency that is legal tender, or the exchange of crypto-assets for other crypto-assets, on behalf of the Client.
• "Transfer Services": means the transfer of crypto-assets from one distributed ledger address or account to another on behalf of the Client.
• "Stablecoin": means a crypto-asset that purports to maintain a stable value, including e-money tokens (EMTs) and asset-referenced tokens (ARTs) as defined under MiCA.
• "Services": means the exchange, custody, transfer, and settlement services provided by the Company as described in Section 4 of these Terms.
• "MiCA": means Regulation (EU) 2023/1114 of the European Parliament and of the Council of 31 May 2023 on markets in crypto-assets.
• "TFR": means Regulation (EU) 2023/1113 on information accompanying transfers of funds and certain crypto-assets (the Travel Rule).

3. Acceptance of Terms and Formation of Agreement

3.1 Agreement

By accessing, registering for, or using any of the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service, including all schedules, annexes, and policies referenced herein. These Terms, together with the Service Agreement executed between you and the Company, the Fee Schedule, and the Privacy Policy, constitute the entire agreement between you and the Company ("the Agreement").

3.2 Amendments

The Company reserves the right to amend these Terms at any time. Material changes will be notified to the Client at least 30 calendar days before they take effect, via email to the address on file and/or via the Company's website. Continued use of the Services after the effective date of the amended Terms constitutes acceptance. If you do not agree with the amended Terms, you must notify the Company and cease using the Services before the effective date. Amendments required by law or regulation may take effect immediately upon notice.

3.3 Right of Withdrawal

Where the Agreement is concluded at a distance (online) and the Client qualifies as a consumer within the meaning of EU law, the Client has the right to withdraw from the Agreement within 14 calendar days of its conclusion without giving any reason. To exercise the right of withdrawal, the Client must notify the Company by email at legal@venly.io. If the Client has requested that the Services commence during the withdrawal period and subsequently withdraws, the Client shall pay an amount proportionate to the Services provided up to the date of withdrawal. This right of withdrawal does not apply where the Services have been fully performed with the Client's prior express consent.

4. Description of Services

4.1 Overview

The Company provides cross-border crypto-asset settlement infrastructure and related services to qualified business customers. The Services include:

• Exchange Services: conversion of fiat currency to crypto-assets (including stablecoins), conversion of crypto-assets to fiat currency, and conversion between different crypto-assets, on behalf of the Client;
• Transfer Services: the transfer of crypto-assets from one distributed ledger address or account to another on behalf of the Client, including cross-border settlement in stablecoins;
• Custody Services: the safekeeping of crypto-assets or the means of access thereto on behalf of the Client, for the duration necessary to complete settlement or as otherwise agreed;
• Settlement Orchestration: the coordination of fiat-to-stablecoin and stablecoin-to-fiat conversion flows to facilitate cross-border payouts on behalf of the Client.

4.2 Service Limitations

The Services are provided on a B2B basis to qualified business customers. The Company does not provide services to retail consumers directly. The Company does not provide investment advice, portfolio management, or operate a trading platform. The Company does not issue any crypto-assets or stablecoins.

The Company is not a payment institution, electronic money institution, or credit institution. Where fiat payment processing is involved, it is facilitated through licensed third-party payment service providers. The Company's role is limited to the crypto-asset leg of the transaction (exchange, custody, and transfer).

4.3 Supported Crypto-Assets

The Company shall publish and maintain on its website a list of supported crypto-assets and stablecoins. The Company reserves the right to add or remove supported crypto-assets at any time, with reasonable notice to affected Clients. Crypto-assets with built-in anonymization functions are not supported.

4.4 Execution and Settlement

Exchange orders are executed at the price or according to the pricing methodology disclosed to the Client at the time of the order. The Company shall execute exchange orders promptly. Settlement of crypto-asset transfers shall be completed within the timeframe specified in the Service Agreement, and in any event within 24 hours of execution unless otherwise agreed or where circumstances beyond the Company's reasonable control cause delay.

5. Eligibility and Client Onboarding

5.1 Eligibility

To be eligible for the Services, the Client must:

• Be a legal entity duly incorporated and in good standing under the laws of its jurisdiction of incorporation;
• Hold all licenses, registrations, and authorizations required for its business activities in its jurisdictions of operation;
• Not be incorporated, domiciled, or have its center of main interests in a jurisdiction designated as a High Risk Third Country by the European Commission or listed as a high-risk or non-cooperative jurisdiction by the FATF;
• Not be subject to any financial sanctions, embargoes, or restrictive measures imposed by the European Union, United Nations, OFAC, or any other applicable sanctions authority.

5.2 Know Your Business (KYB) Verification

Before the provision of any Services, the Client must complete the Company's KYB verification process, which includes but is not limited to:

• Identification and verification of the Client's legal identity, including company registration extract, articles of incorporation, and proof of registered office;
• Identification and verification of all Ultimate Beneficial Owners (UBOs) holding 25% or more (directly or indirectly), including government-issued photo identification;
• Identification and verification of all directors and authorized signatories;
• Screening against applicable sanctions lists and adverse media databases;
• Assessment of the Client's business activities, intended use of the Services, source of funds, and expected transaction volumes;
• PEP (Politically Exposed Person) screening of all UBOs, directors, and authorized signatories;
• Any additional information or documentation the Company's MLRO deems necessary based on the Client's risk profile.

The Company reserves the right to refuse to establish a business relationship or to terminate an existing relationship if the KYB verification cannot be completed to its satisfaction, or if the Company determines that the ML/TF risk associated with the Client is not manageable.

5.3 Ongoing Due Diligence

The Client acknowledges that the Company is required to conduct ongoing due diligence throughout the business relationship. This includes periodic review and updating of KYB information (frequency determined by the Client's risk classification), continuous transaction monitoring, and the right to request additional information or documentation at any time. The Client undertakes to promptly notify the Company of any material changes to its corporate structure, UBOs, directors, registered office, nature of business, or licensing status.

6. Regulatory Compliance

6.1 Company's Regulatory Status

The Company does not hold a crypto-asset service provider authorisation or any other financial services licence. Regulated services are delivered by the licensed partner institutions with which the Company is integrated. The Company applies anti-money laundering, sanctions and Travel Rule controls in line with the Polish Act on Counteracting Money Laundering and Terrorist Financing, the EU Anti-Money Laundering Directives (AMLD5/6), and Regulation (EU) 2023/1113 (Transfer of Funds Regulation / Travel Rule).

Venly Finance is working on licences in Latvia, Canada and El Salvador, and is currently integrated with multiple regulated partners, which deliver the regulated services.

6.2 Client's Compliance Obligations

The Client represents and warrants that:

• It is and shall remain in compliance with all applicable laws and regulations in its jurisdictions of incorporation and operation, including but not limited to AML/CTF, sanctions, data protection, and financial services regulations;
• It holds all necessary licenses, registrations, or authorizations required for its business activities and for using the Services;
• It shall not use the Services, directly or indirectly, for any unlawful purpose, including money laundering, terrorist financing, sanctions evasion, tax evasion, fraud, or any other financial crime;
• It shall cooperate fully and promptly with the Company's compliance procedures, including providing information, documentation, and explanations as requested;
• Where the Client uses the Services to provide crypto-related services to its own end-users, it shall maintain its own adequate AML/CTF and KYC procedures in compliance with applicable law.

6.3 Travel Rule Compliance

In accordance with Regulation (EU) 2023/1113, the Company is required to collect, verify, and transmit originator and beneficiary information for every crypto-asset transfer. The Client shall provide all required Travel Rule information accurately and promptly. The Company may refuse, delay, or suspend a transfer where required information is missing, incomplete, or unverifiable.

6.4 Sanctions Screening

The Company screens all Clients, UBOs, counterparties, and transaction parties against applicable sanctions lists (EU, UN, OFAC, and national lists). The Company also screens wallet addresses using blockchain analytics tools. Where a sanctions match is identified, the Company shall freeze the relevant assets and report to the competent authority. The Company shall not inform the Client of such action where prohibited by law.

7. Custody and Safeguarding of Client Assets

7.1 Segregation

Client crypto-assets held in custody by the Company are segregated from the Company's own assets at all times. Client crypto-assets are recorded in a separate register of positions identifying each Client's holdings.

7.2 No Use of Client Assets

The Company shall not use Client crypto-assets for its own account or for the account of any other person without the Client's prior explicit written consent. Where such consent is granted, the terms and conditions of use shall be set out in a separate custody agreement.

7.3 Security

The Company implements industry-standard security measures for the safekeeping of crypto-assets and private cryptographic keys, including but not limited to: hardware security modules (HSMs) or equivalent, multi-signature or threshold signature schemes, encrypted storage, geographic distribution of backups, and access controls with segregation of duties. The Company's security practices are subject to regular review and testing.

7.4 Liability for Loss

The Company shall be liable for the loss of Client crypto-assets arising from an incident attributable to the Company, including but not limited to a malfunction, cyberattack, or failure of the Company's systems or the systems of any third party to which custody functions have been outsourced. The Company's liability extends to the market value of the lost crypto-assets at the time the loss is established, or to the return of crypto-assets of the same type and quantity, at the Client's election.

7.5 Insolvency Protection

In the event of the Company's insolvency, Client crypto-assets held in custody shall not form part of the Company's insolvency estate and shall be returned to the Client or its designated successor. The Company maintains arrangements to ensure that Client assets can be identified, segregated, and returned in a timely manner in the event of insolvency.

7.6 Return of Assets

Upon termination of the Agreement or upon the Client's request, the Company shall return all Client crypto-assets to a wallet address designated by the Client, within a reasonable timeframe and in any event no later than 7 business days after receipt of the return instruction, subject to completion of any outstanding compliance checks.

8. Fees and Charges

8.1 Fee Schedule

Fees for the Services are set out in the Fee Schedule agreed during the onboarding process and forming part of the Service Agreement. The Fee Schedule specifies: exchange fees (percentage and/or fixed per transaction), transfer fees, custody fees (if applicable), and any other applicable charges. All fees are disclosed before Service activation and before each transaction where the applicable fee may vary.

8.2 Fee Changes

The Company may amend the Fee Schedule by providing at least 30 calendar days' prior written notice. If the Client does not agree to the amended fees, it may terminate the Agreement without penalty before the amended fees take effect.

8.3 Third-Party Charges

The Client acknowledges that certain fees may be charged by third parties (including blockchain network fees, banking charges, and payment processor fees) that are outside the Company's control. Such fees will be disclosed to the extent known and passed through to the Client at cost.

8.4 Tax

All fees are stated exclusive of applicable taxes. The Client is responsible for all taxes, duties, and levies arising from its use of the Services and its transactions, including but not limited to VAT, withholding tax, and any crypto-asset-specific taxes applicable in the Client's jurisdiction.

9. Risk Disclosures

IMPORTANT: The Client should carefully consider the following risks before using the Services. Crypto-assets are not legal tender, are not backed by any government or central bank, and are not covered by deposit guarantee schemes.

9.1 Price Volatility

Crypto-assets, including stablecoins, may experience significant price fluctuations. While stablecoins are designed to maintain a stable value, depegging events can and have occurred. The value of crypto-assets may decrease substantially or become zero. Past performance is not indicative of future results.

9.2 Irreversibility of Transactions

Crypto-asset transactions recorded on a distributed ledger are generally irreversible. Once a transfer is confirmed on the blockchain, it cannot be reversed or cancelled by the Company. Errors in wallet addresses or transaction amounts may result in permanent loss.

9.3 Technology and Operational Risks

The Services depend on distributed ledger technology, internet connectivity, and third-party infrastructure. Disruptions, cyberattacks, protocol vulnerabilities, hard forks, or other technical events may affect the availability, timing, or outcome of transactions.

9.4 Regulatory Risk

The regulatory framework for crypto-assets is evolving. Changes in law or regulation may affect the availability of certain crypto-assets, the legality of certain transactions, or the Company's ability to provide certain Services. The Company shall use reasonable efforts to notify Clients of material regulatory changes affecting the Services.

9.5 Counterparty and Credit Risk

Where the Company relies on third-party service providers (including banking partners, liquidity providers, and blockchain infrastructure providers), the Client is exposed to the credit and operational risk of those third parties. The Company conducts due diligence on its third-party providers but cannot guarantee their continued solvency or performance.

9.6 No Deposit Guarantee

Crypto-assets held by the Company are not deposits and are not protected by any deposit guarantee scheme (including the Polish Bank Guarantee Fund or any equivalent scheme in other jurisdictions). In the event of the Company's insolvency, the Client's claim to the return of its crypto-assets is subject to the insolvency protection arrangements described in Section 7.5, but is not guaranteed by any government or public fund.

10. Data Protection and Privacy

The Company processes personal data in connection with the Services in accordance with Regulation (EU) 2016/679 (GDPR) and applicable national data protection legislation. The Company's Privacy Policy sets out in detail: the categories of personal data processed, the purposes and legal bases for processing, data retention periods, the Client's data subject rights, and information on international data transfers.

The Client acknowledges that the Company is required by law to collect, retain, and share personal data (including UBO, director, and transaction data) for AML/CTF, sanctions compliance, Travel Rule, and regulatory reporting purposes. These legal obligations may limit the exercise of certain data subject rights (e.g., the right to erasure is restricted where data retention is legally required).

Where the Company processes personal data on behalf of the Client (e.g., end-user data provided by the Client for Travel Rule compliance), the parties shall enter into a Data Processing Agreement as required by Article 28 GDPR.

11. Complaints Handling

The Company maintains a complaints handling procedure in accordance with applicable law.

Complaints may be submitted free of charge:

• By email to: complaints@venly.io
• In writing to: Venly Finance Sp. z o.o., ul. Hoża 86, lok. 210, 00-682 Warsaw, Poland

The Company shall acknowledge receipt of a complaint within 5 business days and shall provide a substantive response within 15 business days. Where the complaint is complex and requires further investigation, the Company shall inform the Client and provide a response within 35 business days.

If the Client is not satisfied with the Company's response, it may refer the complaint to the relevant consumer protection or financial dispute resolution body in Poland, or to the competent supervisory authority.

12. Conflicts of Interest

The Company has adopted a Conflicts of Interest Policy identifying potential conflicts between the Company, its employees, directors, and Clients. Where the Company acts as principal in exchange transactions (executing against its own book), it discloses this to the Client. Where a conflict of interest cannot be avoided through organizational measures, the Company shall disclose the nature and source of the conflict to the affected Client before proceeding with the relevant transaction. A summary of the Conflicts of Interest Policy is available upon request.

13. Outsourcing

The Company may outsource certain operational or technical functions to third-party service providers, including but not limited to: blockchain infrastructure, banking services, identity verification, blockchain analytics, and cloud hosting. Where the Company outsources any function:

• The Company retains full responsibility for the performance of those functions and for compliance with these Terms and applicable law;
• The Client shall be informed of the outsourcing of any critical function upon request;
• Outsourcing does not reduce or limit the Company's obligations or liability under these Terms.

14. Suspension and Termination

14.1 Suspension by the Company

The Company may immediately suspend all or part of the Services and/or freeze the Client's assets where:

• The Company is required to do so by law, regulation, court order, or instruction from a competent authority;
• The Company suspects that the Client or its transactions involve money laundering, terrorist financing, sanctions evasion, fraud, or any other financial crime;
• The Client fails to comply with these Terms, including failure to provide requested KYB information;
• The Company determines that continued provision of the Services would expose the Company to unacceptable legal, regulatory, or reputational risk.

Where the Client's assets are frozen due to a regulatory requirement or suspected financial crime, the Company shall not be required to provide the reasons for the freeze where prohibited by law (tipping-off prohibition).

14.2 Termination

Either party may terminate the Agreement by providing at least 30 calendar days' written notice. The Company may terminate immediately where any of the suspension grounds in Section 14.1 apply. Upon termination, the Company shall return all Client crypto-assets and fiat funds (to the extent not subject to a freeze or hold) within 30 business days, subject to completion of all outstanding compliance obligations.

14.3 Effects of Termination

Termination of the Agreement does not affect: any rights or obligations accrued before termination; the Company's obligation to retain records as required by law; or any provisions of these Terms that are intended to survive termination (including Sections 6, 7.4, 7.5, 9, 10, 15, 16, and 17).

15. Limitation of Liability

15.1 Scope of Liability

The Company shall be liable for losses suffered by the Client as a direct result of the Company's breach of these Terms, negligence, or wilful misconduct. The Company's liability for the loss of Client crypto-assets in custody is governed by Section 7.4 and is not subject to the limitations in this Section 15.

15.2 Exclusions

To the maximum extent permitted by applicable law, the Company shall not be liable for:

• Losses arising from the Client's own acts or omissions, including providing incorrect wallet addresses, failing to secure its own systems, or using the Services in violation of these Terms;
• Indirect, incidental, special, consequential, or punitive damages, including loss of profit, loss of business, or loss of data;
• Losses arising from events beyond the Company's reasonable control (force majeure), including blockchain network congestion, hard forks, protocol failures, acts of government, war, natural disasters, or disruptions to internet or telecommunications infrastructure;
• Losses arising from the acts, omissions, or insolvency of third parties, except to the extent that the Company has failed to exercise reasonable due diligence in selecting and monitoring such third parties;
• Fluctuations in the value of crypto-assets or stablecoins.

15.3 Cap

Except in cases of wilful misconduct, fraud, or loss of crypto-assets in custody, the Company's aggregate liability under these Terms in any 12-month period shall not exceed the total fees paid by the Client to the Company during the preceding 12 months.

16. Intellectual Property

All intellectual property rights in the Company's platform, technology, software, branding, documentation, and APIs remain the exclusive property of the Company or its licensors. The Client is granted a limited, non-exclusive, non-transferable, revocable license to use the Company's platform and APIs solely for the purpose of accessing the Services during the term of the Agreement.

17. Governing Law and Dispute Resolution

17.1 Governing Law

These Terms and the Agreement shall be governed by and construed in accordance with the laws of the Republic of Poland, without regard to its conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.

17.2 Jurisdiction

Any dispute arising out of or in connection with these Terms or the Agreement shall be submitted to the exclusive jurisdiction of the competent courts in Warsaw, Poland. This does not affect the Client's right to bring proceedings in any court of competent jurisdiction mandated by applicable consumer protection law (where applicable).

17.3 Alternative: Arbitration (Optional)

[If preferred, the parties may agree that disputes shall be resolved by arbitration under the Rules of the Court of Arbitration at the Polish Chamber of Commerce in Warsaw. The tribunal shall consist of a sole arbitrator. The seat of arbitration shall be Warsaw. The language of the proceedings shall be English.]

18. General Provisions

18.1 Entire Agreement

These Terms, together with the Service Agreement, Fee Schedule, Privacy Policy, and any other documents expressly incorporated by reference, constitute the entire agreement between the parties and supersede all prior agreements, representations, and understandings.

18.2 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect. The invalid provision shall be replaced by a valid provision that most closely reflects the original intent.

18.3 Assignment

The Client may not assign or transfer its rights or obligations under these Terms without the Company's prior written consent. The Company may assign its rights and obligations to a successor entity (including in connection with a merger, acquisition, or reorganisation), provided that the assignee assumes all obligations under these Terms. The Company shall notify the Client of any such assignment at least 30 days in advance.

18.4 No Waiver

The failure of either party to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

18.5 Force Majeure

Neither party shall be liable for any failure or delay in the performance of its obligations under these Terms to the extent such failure or delay results from circumstances beyond its reasonable control, including but not limited to: acts of God, war, terrorism, epidemic, government action, blockchain network failure or congestion, changes in applicable law, cyberattacks not attributable to the affected party's negligence, or failure of third-party infrastructure. The affected party shall notify the other party promptly and use reasonable efforts to mitigate the impact.

18.6 Language

These Terms are drafted in English. In the event of any discrepancy between the English version and any translation, the English version shall prevail.

18.7 Notices

All notices under these Terms shall be in writing and sent to the contact details on file. Notices to the Company shall be sent to: legal@venly.io. Notices to the Client shall be sent to the email address provided during onboarding.