Terms & Conditions

Last updated: 2 June 2026

These Terms & Conditions (the "Terms") govern access to and use of the Fideum software platform, APIs, dashboards, documentation, and related infrastructure (collectively, the "Platform") by institutional subscribers. The Platform is provided by Fideum Ltd (registration code 207399504), a company incorporated in Bulgaria, together with its affiliate AIDLT Global Limited, a company incorporated in Gibraltar, which owns the underlying technology IP (together, "Fideum", "we", "us" or "our").

By executing an order form, master subscription agreement, or otherwise accessing the Platform, the entity identified as the subscriber ("Client", "you" or "your") agrees to these Terms.

1. Scope and Eligibility

1.1. Institutional software only. The Platform is licensed exclusively to regulated financial institutions, fintechs, corporates, professional intermediaries, and other qualifying legal entities for use as enterprise software. The Platform is not offered to retail consumers and contains no consumer application, retail wallet, or direct-to-consumer onboarding.

1.2. Authority. The individual accepting these Terms represents and warrants that they have full legal authority to bind the Client and that the Client is duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation.

1.3. Restricted jurisdictions. The Client confirms it is not established, registered, or operating in any jurisdiction that Fideum has notified as restricted, or in any jurisdiction subject to comprehensive sanctions by the European Union, the United Kingdom, the United States, or the United Nations.

2. The Platform

2.1. Fideum provides a Software-as-a-Service ("SaaS") platform that enables institutional clients to configure, operate, and integrate digital-asset infrastructure through software. Modules made available under the applicable Order Form may include:

(a) Custody and key-management software - configurable wallet infrastructure, policy controls, and integrations with qualified custodians;

(b) Trading and execution APIs - software interfaces for institutional order routing and liquidity connectivity, where the Client retains all transactional, suitability, and venue relationships;

(c) Staking orchestration - software for validator selection, reward accounting, and reporting across proof-of-stake networks;

(d) Settlement and payment orchestration - software interfaces and policy controls for fiat and stablecoin movement performed by the Client or its regulated providers;

(e) Tokenization and registry tooling - software for issuance, lifecycle management, and cap-table administration of tokenized assets;

(f) APIs, dashboards, and reporting - programmatic access, administrative consoles, audit logs, and IFRS-aligned reporting.

2.2. The specific modules made available to the Client, the subscription term, and any usage entitlements are defined in the executed order form, statement of work, or product schedule (each, an "Order Form"). In the event of conflict between these Terms and an Order Form, the Order Form prevails for the modules it describes.

2.3. Fideum may modify, enhance, or deprecate Platform components with reasonable prior notice. Any material adverse change to a module contracted under an active Order Form will be notified at least thirty (30) days in advance.

2.4. No financial services. Fideum licenses software. Fideum does not act as the Client's broker, dealer, custodian of record, exchange, payment institution, or counterparty, and does not execute, settle, or take custody of assets on the Client's or its end users' behalf through these Terms.

3. Onboarding, KYB and Compliance

3.1. Know Your Business. Before activation, the Client must complete Fideum's Know-Your-Business ("KYB"), ultimate-beneficial-owner verification, sanctions screening, and any institution-specific due-diligence procedures Fideum requires.

3.2. Ongoing diligence. The Client agrees to provide updated corporate, ownership, and operational information promptly upon request, and at least annually, to support Fideum's ongoing compliance obligations.

3.3. Authorized users. The Client is solely responsible for the acts and omissions of any of its personnel, agents, or contractors granted access to the Platform ("Authorized Users"), including the safeguarding of credentials, API keys, and signing material.

3.4. End users. Where the Client configures the Platform to serve its own customers or counterparties, the Client remains fully responsible for those relationships, including all customer-facing disclosures, suitability assessments, AML/CFT obligations, regulatory authorizations, and complaints handling.

4. Subscription Fees and Payment

4.1. Subscription fees, billing frequency, currency, and any minimums, usage tiers, or overage rates are set out in the applicable Order Form.

4.2. Invoices are payable within thirty (30) days of issuance unless otherwise agreed. Overdue amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by Applicable Law.

4.3. All fees are exclusive of taxes. The Client is responsible for all applicable VAT, withholding, and similar taxes other than taxes on Fideum's net income.

4.4. Fideum may suspend access to the Platform for any account more than thirty (30) days past due, after providing at least seven (7) days' written notice.

5. Service Levels and Support

5.1. Fideum operates the Platform under the service-level commitments published in the applicable Order Form or service-level schedule, including uptime targets, incident-response timelines, and maintenance windows.

5.2. Support is delivered through Fideum's support portal and documented escalation channels. Self-service documentation, change logs, and status notifications are available through the dashboard.

5.3. Scheduled maintenance is notified in advance through the status channel. Emergency maintenance may be performed without notice where necessary to preserve security or availability.

6. Data, Security and Confidentiality

6.1. Client data. As between the parties, the Client owns all data it submits to the Platform ("Client Data"). The Client grants Fideum a non-exclusive, worldwide license to use Client Data solely to provide, secure, monitor, and improve the Platform and to comply with Applicable Law.

6.2. Security. Fideum maintains a written information security program aligned with recognized industry standards, including access controls, encryption in transit and at rest, segregation of duties, vulnerability management, and independent audits.

6.3. Confidentiality. Each party will protect the other's Confidential Information with at least the same care it uses for its own, and will use such information only to perform under these Terms. Confidential Information does not include information that is public, independently developed, or rightfully received from a third party without restriction.

6.4. Personal data. Where Fideum processes personal data on the Client's behalf, the parties will execute a Data Processing Agreement. The Privacy Policy applies to Fideum's processing as a controller.

7. Third-Party Networks and Integrations

7.1. The Platform interoperates with public blockchains, validator networks, custodians, banks, liquidity venues, and other third-party services. Fideum does not control, operate, or guarantee the availability, finality, or behavior of those networks or providers.

7.2. The Client is solely responsible for selecting, contracting with, and managing any third-party networks, venues, or providers it integrates with through the Platform, and for assessing the technical, regulatory, and operational risks of doing so.

7.3. Fideum does not provide investment, legal, tax, or accounting advice. Nothing in the Platform or its outputs constitutes a recommendation with respect to any digital asset, instrument, or counterparty.

8. Acceptable Use

8.1. The Client and its Authorized Users will not:

(a) use the Platform in violation of Applicable Law, including sanctions, anti-money-laundering, anti-terrorism, anti-bribery, or export-control laws;

(b) attempt to gain unauthorized access to the Platform, probe or scan the infrastructure, or circumvent any security, quota, or rate-limit control;

(c) introduce malicious code, conduct denial-of-service activity, or interfere with other clients' use of the Platform;

(d) reverse engineer, decompile, or copy the Platform, or use it to build a competing software product, except as expressly permitted by Applicable Law;

(e) resell, sublicense, or provide the Platform as a standalone service to third parties outside the scope authorized in the Order Form.

9. Intellectual Property

9.1. Fideum and its licensors retain all right, title, and interest in and to the Platform, including all software, APIs, dashboards, documentation, models, configurations, and trademarks.

9.2. The Client receives a limited, non-exclusive, non-transferable, revocable right to access and use the Platform during the subscription term of the applicable Order Form, solely for its internal business purposes and any integration use cases expressly permitted in the Order Form.

9.3. The Client grants Fideum a royalty-free license to use any feedback or suggestions it provides to improve the Platform.

10. Warranties and Disclaimers

10.1. Each party warrants that it has full corporate authority to enter into these Terms and that its performance will not breach any other agreement to which it is a party.

10.2. Except as expressly stated in these Terms, an Order Form, or a service-level schedule, the Platform is provided "as is" and "as available". Fideum disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement.

11. Liability

11.1. Neither party will be liable for indirect, consequential, incidental, punitive, or special damages, or for loss of profits, revenue, goodwill, or data, even if advised of the possibility.

11.2. Each party's aggregate liability under these Terms in any twelve-month period is capped at the subscription fees paid or payable by the Client to Fideum under the applicable Order Form in that period.

11.3. The above limitations do not apply to: (a) fraud or willful misconduct; (b) breach of confidentiality; (c) infringement of the other party's intellectual property; or (d) any liability that cannot be limited under Applicable Law.

12. Indemnification

12.1. The Client will indemnify Fideum against third-party claims arising from (a) the Client's or its end users' use of the Platform in breach of these Terms, (b) Client Data, or (c) the Client's violation of Applicable Law.

12.2. Fideum will indemnify the Client against third-party claims that the Platform, when used as permitted, infringes a registered intellectual-property right in a jurisdiction where the Platform is made available.

13. Term and Termination

13.1. These Terms remain in effect for so long as any Order Form is active.

13.2. Either party may terminate an Order Form for material breach not cured within thirty (30) days of written notice, or immediately on the other party's insolvency.

13.3. Fideum may suspend or terminate access to the Platform with immediate effect if required by Applicable Law, by a regulator, or to address a security, fraud, or sanctions risk.

13.4. On termination, the Client's right to access the Platform ends, and each party will return or destroy the other's Confidential Information. Provisions intended to survive (including fees accrued, IP, confidentiality, liability, and governing law) will survive.

14. Force Majeure

Neither party is liable for any delay or failure to perform caused by events beyond its reasonable control, including acts of God, natural disasters, pandemics, war, civil unrest, governmental action, network or blockchain failures, or denial-of-service attacks.

15. Changes to These Terms

Fideum may update these Terms from time to time. Material changes will be notified at least thirty (30) days in advance via the Client's primary administrative contact. Continued use of the Platform after the effective date constitutes acceptance.

16. Governing Law and Jurisdiction

16.1. These Terms are governed by the laws of Gibraltar, without regard to its conflict-of-laws rules.

16.2. The parties submit to the exclusive jurisdiction of the competent courts of Gibraltar, save that Fideum may seek injunctive relief in any competent forum to protect its intellectual property or confidential information.

17. Contact

Questions about these Terms should be directed to legal@fideum.com.