Terms and Conditions

Effective 1 September 2026

These Terms and Conditions govern the relationship between ELYPS SA and its clients for the services distributed and provided by ELYPS SA. They replace the Terms and Conditions effective as of 28 December 2025. They apply to any relationship entered into on or after 1 September 2026 and, to relationships existing on that date, upon expiry of the notice period set out in Article 20.

1. DEFINITIONS

In these Terms, the following words have the meaning set out below.

- Elyps: ELYPS SA, a company incorporated under Belgian law, enterprise number 0695.741.309, with registered office at Avenue Louise 54, 1050 Brussels, Belgium.
- Client: any legal or natural person who has signed an Account Opening Agreement with Elyps or who requests access to the Services.
- Consumer: a Client who is a natural person acting for purposes outside his or her trade, business, craft or profession.
- Partner Institution: an authorised financial institution whose services are distributed or coordinated by Elyps, including the EMI and the International Payments Partner defined below.
- EMI: the Electronic Money Institution authorised and supervised by the National Bank of Belgium for which Elyps acts as registered agent under registration number PAYNBEA000006. The identity of the EMI is communicated to the Client in the Account Opening Agreement and at onboarding, and appears in the public register of the National Bank of Belgium.
- International Payments Partner: the payment or electronic money institution authorised in the European Economic Area through which international payments and foreign exchange services are provided, identified to the Client at onboarding and in the account opening documentation.
- Account Opening Agreement: the Corporate Account Opening Agreement (CAOA) or the Individual Account Opening Agreement (IAOA) signed by the Client, together with its schedules and declarations.
- Fee Schedule: the Elyps Fee Schedule FS.2609 and its schedules (Financial Institutions Service Terms, Special Accounts Service Terms), as provided to the Client on a Durable Medium. The Fee Schedule is a contractual document reserved to clients and prospective clients; it is not a public document.
- Services: the services described in Article 4.
- Durable Medium: any instrument, including email with a PDF attachment, which enables the Client to store information addressed personally to him or her in a way accessible for future reference and which allows the unchanged reproduction of that information.

2. REGULATORY STATUS AND ALLOCATION OF SERVICES

Elyps is registered with the National Bank of Belgium as agent of the EMI. In that capacity, Elyps distributes payment accounts, electronic money and payment services issued and provided by the EMI, which remains the licensed institution responsible for those services. Elyps informs the Client of the identity of the EMI at onboarding, in accordance with the obligation of agents to disclose the institution on whose behalf they act. Elyps is not a credit institution, does not take deposits and does not provide investment services or investment advice.

Elyps may also distribute or coordinate services provided by other Partner Institutions, each acting under its own authorisation and under its own terms. The following allocation applies:
- Payment accounts in the name of the Client, electronic money, SEPA payments: issued and provided by the EMI. The EMI's framework contract and terms apply to those services.
- International payments, multi-currency accounts and foreign exchange execution: provided by the International Payments Partner, whose terms are presented to the Client for acceptance at onboarding, where such services are made available to the Client.
- Digital asset services: provided by third-party digital asset service providers under separate contractual terms (Article 5).
- Onboarding, due diligence, client relationship, platform access and the additional services listed in the Fee Schedule: provided by Elyps.

Elyps will inform the Client, at onboarding and on request, of the Partner Institution responsible for each Service. Nothing in these Terms shall be read as Elyps guaranteeing the performance of a Partner Institution or as a Partner Institution being bound by obligations undertaken by Elyps alone.

3. CONTRACTUAL DOCUMENTS AND ORDER OF PRECEDENCE

The relationship between Elyps and the Client is governed by the following documents, which together form the agreement:
- the Account Opening Agreement signed by the Client, including its schedules, the Source of Wealth Declaration and, where applicable, the Politically Exposed Person Declaration;
- the Fee Schedule in force;
- these Terms and Conditions;
- the Privacy Policy published at https://elyps.com/legal/privacy-policy/;
- the framework contract and terms of the relevant Partner Institution, for the Services it provides.

In the event of conflict, the terms of the Partner Institution prevail for the Services it provides; the Account Opening Agreement then prevails over the Fee Schedule, which prevails over these Terms. These Terms do not constitute the framework contract for payment services within the meaning of Book VII of the Code of Economic Law; that contract is concluded with the EMI.

4. SERVICES

Subject to acceptance and to the applicable Partner Institution's terms, the Client may be given access to: payment accounts and related payment services; domestic and international transfers; foreign exchange execution; multi-currency accounts; access to the Elyps platform (mobile application or API); onboarding, due diligence and compliance services; and the additional or on-demand services listed in the Fee Schedule.

Certain Services are optional, subject to specific eligibility conditions or governed by separate agreements, including services for financial institutions and escrow or omnibus account structures. Availability of currencies, corridors and transaction types depends on the capabilities and acceptance of the Partner Institutions and on the country zone classification set out in the Fee Schedule. Elyps may decline, restrict or condition specific corridors, currencies or transaction types on that basis.

5. DIGITAL ASSET SERVICES

Digital asset services are entirely optional and are not required for the use of the core Services. They are not provided by Elyps. They are delivered by third-party digital asset service providers, authorised under Regulation (EU) 2023/1114 (MiCA) where such authorisation is required, acting as service partners of Elyps under their own contractual terms, eligibility criteria and compliance checks. Elyps acts solely as an execution and coordination partner and does not act as custodian, broker, issuer, intermediary, adviser or counterparty in relation to digital assets. Digital asset services may be unavailable, restricted or declined in certain jurisdictions or for certain profiles.

6. ELIGIBILITY, ONBOARDING AND ACCEPTANCE

Access to the Services is reserved to Clients who have satisfied Elyps' eligibility, due diligence and internal acceptance requirements and, where applicable, those of the relevant Partner Institution. The Client provides the documents and declarations listed in the Account Opening Agreement, named and organised as indicated therein. Only complete applications are processed.

The onboarding and due diligence fee set out in the Fee Schedule is payable before the commencement of the compliance and risk review. It is non-refundable and remains due irrespective of the outcome of the review, including where the file results in a regulatory escalation or a second-line review without account opening.

The establishment and continuation of the relationship remain subject to satisfactory completion of compliance and risk assessments, second-line and Partner Institution approvals where applicable, and ongoing periodic and event-driven reviews. No communication from Elyps prior to formal account activation constitutes an acceptance, a pre-approval or a commitment to provide the Services.

7. FEES

The fees applicable to the Services are set out in the Fee Schedule, which forms an integral part of the agreement. The Fee Schedule is provided to the Client on a Durable Medium at onboarding, is available at any time on request and through the Client's secure access, and is reserved to clients and prospective clients. The version provided to the Client at the signature of the Account Opening Agreement applies until it is amended in accordance with Article 20.

Unless expressly stated otherwise, all fees are exclusive of VAT and other applicable taxes, which are charged in accordance with Belgian and European rules depending on the nature of the Services and the profile of the Client. Fees are debited from the Client's account or invoiced, as indicated in the Fee Schedule. Fees of Partner Institutions, correspondent banks and intermediaries, where applicable, are borne by the Client in accordance with the Fee Schedule and the relevant Partner Institution's terms.

8. MINIMUM REQUIRED BALANCE

The Client maintains the minimum required balance applicable to its profile as set out in the Fee Schedule. Failure to maintain that balance may result in usage restrictions, additional fees or suspension of the Services, after notice to the Client.

9. NATURE OF FUNDS AND SECURITY OF CLIENT FUNDS

Funds held on a payment account distributed by Elyps constitute electronic money issued by the EMI. They are not bank deposits, bear no interest and are not covered by the deposit guarantee scheme. They represent a claim of the Client against the EMI, redeemable at par value at any time in accordance with the EMI's terms.

In accordance with the Law of 11 March 2018 on the status and supervision of payment institutions and electronic money institutions, the EMI is required to protect the funds received in exchange for electronic money, including funds received through its agents, by one of the methods prescribed by that Law: either segregation of the funds from its own assets, held on dedicated accounts with credit institutions or invested in secure, liquid low-risk assets, or coverage by an insurance policy or a comparable guarantee. Funds so protected are excluded from the estate of the EMI in the event of its insolvency and cannot be used to satisfy the claims of its other creditors. The method applied by the EMI is disclosed to the Client on request.

Funds held with the International Payments Partner are protected under the safeguarding rules applicable to that institution in its home jurisdiction, which are explained in that institution's own terms. Elyps does not hold client funds on its own account, does not commingle client funds with its own funds and does not use client funds for its own purposes. Elyps' role is limited to distribution, onboarding, client relationship and the transmission of instructions.

Digital assets, where the Client uses digital asset services, are not electronic money, are not safeguarded under the rules described above and are subject solely to the terms of the third-party provider concerned.

10. CLIENT OBLIGATIONS

The Client undertakes to:
- provide accurate, complete and up-to-date information and documents, and to inform Elyps in writing within thirty days of any change affecting its identity, ownership, control, activity, tax residence, politically exposed status or the information provided at onboarding;
- use the Services only for lawful purposes, in accordance with the activity, business rationale and expected activity declared at onboarding, and not for or on behalf of undisclosed third parties;
- comply with applicable sanctions, export control, anti-corruption and tax laws, and refrain from any transaction involving a jurisdiction classified as Not Serviceable in the Fee Schedule;
- keep its authentication credentials, devices and API keys confidential and notify Elyps without delay of any loss, theft, misappropriation or unauthorised use;
- respond to requests for information or documents within the time indicated by Elyps, failing which Elyps may suspend the Services.

11. COMPLIANCE, ANTI-MONEY LAUNDERING AND SANCTIONS

Elyps and the Partner Institutions apply a risk-based approach to the prevention of money laundering, terrorist financing and sanctions violations in accordance with the Law of 18 September 2017, Regulation (EU) 2023/1113 on information accompanying transfers of funds and crypto-assets, and applicable European and international standards. Elyps may at any time request additional information or documents, apply enhanced due diligence measures, delay or refuse the execution of a transaction, block funds, or suspend or terminate the relationship where required by law, by a competent authority, by a Partner Institution or by its internal risk policies.

Elyps is not required to state the reasons for a refusal, delay or termination where doing so would breach a legal prohibition, including the prohibition on disclosing that a report has been made to the Financial Intelligence Processing Unit (CTIF-CFI). Elyps shall not be liable for any loss resulting from measures taken in good faith under this Article.

12. SECURITY, AUTHENTICATION AND FRAUD

Payment services involve inherent risks, including fraud, scams, impersonation, social engineering, invoice fraud and compromised communication channels. Elyps communicates only from addresses ending in @elyps.com and never requests passwords, authentication codes, API keys or full card details by email, telephone or messaging application. Elyps never changes its own account details by email: any request to pay Elyps to a new account must be verified by telephone with a known Elyps contact before payment. Elyps has been informed of fraudulent schemes using its name and logo; any such solicitation must be disregarded and reported to Elyps. Fraud awareness guidance is made available to Clients separately and does not form part of these Terms.

The Client is responsible for verifying beneficiary identities, payment details and the purpose of each transaction before authorising it, and for the security of its own systems and users. In particular, the Client verifies any new beneficiary and any change of beneficiary account details by contacting the counterparty on a telephone number already known to it, and not on a number given in the request itself. Elyps and the Partner Institutions may apply security controls, delays, call-backs, enhanced verification or suspension where a risk of fraud, illegality or non-compliance is reasonably suspected.

For Clients other than Consumers, the Client bears all losses resulting from payment orders it has authorised, initiated or confirmed, including where the order results from fraud, deception or compromised communications, and the provisions of Book VII of the Code of Economic Law from which derogation is permitted for non-consumers are excluded to the fullest extent permitted by law. For Consumers, the liability regime for unauthorised or incorrectly executed payment transactions set out in Book VII of the Code of Economic Law applies without derogation, and nothing in these Terms limits the rights of a Consumer under that regime.

13. EXECUTION OF PAYMENT ORDERS AND THIRD PARTIES

Payment orders are executed by the relevant Partner Institution in accordance with its framework contract, including execution times, cut-off times, spending limits and currency conversion rules. Elyps transmits the Client's orders and instructions to the Partner Institution and does not itself execute payment transactions.

Transactions may involve correspondent banks, intermediary banks, liquidity providers, foreign exchange counterparties and technical service providers which Elyps does not control. The execution, timing, cost and final settlement of a transaction may be affected by the requirements, refusals, delays or fees of such third parties. Elyps is not responsible for their acts or omissions, without prejudice to the mandatory rights of Consumers.

14. COMMUNICATIONS, LANGUAGE AND ELECTRONIC SIGNATURE

Communications between Elyps and the Client take place in English, unless otherwise agreed, by email, through the Elyps platform or by any other Durable Medium. The Client is deemed to have received a communication sent to the last email address it has notified. Contractual documents may be signed electronically; a simple electronic signature is accepted unless a document expressly requires a qualified electronic signature. Elyps may record and retain communications for compliance and evidentiary purposes in accordance with applicable law.

15. DATA PROTECTION AND CONFIDENTIALITY

Elyps processes personal data in accordance with Regulation (EU) 2016/679 and the Privacy Policy. Personal data and documents collected at onboarding and during the relationship may be transmitted to the Partner Institutions, to their service providers and to competent authorities for compliance review, second-line approval, regulatory record-keeping, the opening of accounts or payment capabilities in the Client's name and the execution of transactions. The Client warrants that it has informed the natural persons whose data it provides, including beneficial owners, directors and representatives, of such processing.

Each party keeps confidential the non-public information received from the other party, subject to disclosures required by law, by a competent authority or by a Partner Institution's compliance requirements.

16. LIABILITY

Elyps is liable only for direct damage caused by its gross negligence, wilful misconduct or breach of its regulatory obligations. To the extent permitted by law, Elyps is not liable for indirect or consequential loss, loss of profit, loss of business or loss of data, and its aggregate liability for direct damage is limited to the fees effectively paid by the Client to Elyps during the twelve months preceding the event giving rise to the claim. Elyps is not liable for the acts, omissions or insolvency of any Partner Institution or third party involved in the execution of the Services.

This Article does not limit any liability which cannot be limited under applicable law and does not apply to Consumers to the extent that it would deprive them of rights granted by mandatory provisions, in particular Book VI and Book VII of the Code of Economic Law. Elyps has no authority to limit the liability of any Partner Institution, which is governed exclusively by that Partner Institution's own terms.

17. NO ADVISORY SERVICES AND INTRODUCTION SERVICES

Elyps does not provide investment advice, investment services, brokerage, placement, underwriting, tax or legal advice. Any introduction facilitated by Elyps is strictly limited to the facilitation of contacts between parties; Elyps is not party to, and assumes no responsibility for, any agreement concluded between the parties so introduced.

18. TERM, SUSPENSION AND TERMINATION

The agreement is concluded for an indefinite period. The Client may terminate it at any time with one month's notice. Elyps may terminate it with two months' notice for Consumers and with one month's notice for other Clients, and with immediate effect in the event of a breach of these Terms, of a legal or regulatory requirement, of a decision of a Partner Institution, or where the Client no longer meets the eligibility or risk acceptance criteria.

Elyps may suspend all or part of the Services where required by Article 11 or 12, where the minimum required balance is not maintained, where fees remain unpaid, or where the Client fails to provide requested information. Upon termination, the Client's funds are returned in accordance with the relevant Partner Institution's terms after settlement of outstanding fees and subject to any legal restriction. The account closing fee set out in the Fee Schedule applies.

19. COMPLAINTS

Complaints may be addressed to Elyps at support@elyps.com or, for compliance matters, at compliance@elyps.com, or by post to the registered office. Elyps acknowledges receipt without undue delay and provides a reply within fifteen business days, or informs the Client of the reasons for a longer period, which may not exceed thirty-five business days. Complaints relating to Services provided by a Partner Institution may be transmitted to it.

Consumers who are not satisfied with the reply may refer the matter, free of charge, to Ombudsfin, the Belgian ombudsman for financial disputes, whose remit covers payment institutions and electronic money institutions: Ombudsfin, North Gate II, Boulevard du Roi Albert II 8, box 2, 1000 Brussels, ombudsman@ombudsfin.be, +32 2 545 77 70, www.ombudsfin.be. Referral to Ombudsfin is without prejudice to the right to bring judicial proceedings. The competent supervisory authority for the EMI is the National Bank of Belgium, boulevard de Berlaimont 14, 1000 Brussels.

20. AMENDMENTS

Elyps may amend these Terms and the Fee Schedule. Amendments are notified to the Client on a Durable Medium, with the new version attached, at least two months before their effective date for Consumers and at least thirty days before their effective date for other Clients, unless a shorter period is required by law or by a Partner Institution. The Client who does not accept the amendment may terminate the agreement before the effective date; absent termination, the amendment is deemed accepted. Amendments required by law or by a competent authority, and amendments more favourable to the Client, apply without notice.

Each version of these Terms and of the Fee Schedule bears a reference and an effective date. The version in force at onboarding applies until replaced in accordance with this Article.

Transitional provision: for relationships existing on 1 September 2026, this version replaces the Terms and Conditions of 28 December 2025 upon expiry of the notice period referred to above, running from the date on which this version is notified to the Client on a Durable Medium. Until that date, the Terms and Conditions of 28 December 2025 continue to apply to those relationships.

21. GOVERNING LAW AND JURISDICTION

These Terms are governed by Belgian law. Any dispute relating to their interpretation or performance falls within the exclusive jurisdiction of the courts of Brussels, Belgium, without prejudice to the right of Consumers to bring proceedings before the courts of their domicile under applicable law.

22. FINAL PROVISIONS

If any provision of these Terms is held invalid or unenforceable, the remaining provisions remain in full force and effect and the invalid provision is replaced by a valid provision achieving as closely as possible its economic purpose. The Client may not assign its rights or obligations without Elyps' prior written consent. Elyps may assign the agreement to a Partner Institution or to an affiliate subject to notice to the Client. Failure by Elyps to exercise a right does not constitute a waiver. These Terms, together with the documents listed in Article 3, constitute the entire agreement between the parties on their subject matter.