RELAI AG TERMS AND CONDITIONS

Last updated December 31, 2025

1. GENERAL & SCOPE

The general terms and conditions herein (the “Terms”) define the rights and obligations between Relai (as defined below) and you (an individual, or an entity acting through an authorized individual, hereinafter the “Client”) in connection with the use of the Mobile App and the Web App as defined below (the “Apps”) to access the Services (as defined below) offered therein.

These Terms are a legally binding agreement (the “Agreement”) between the Client and Relai AG, a company organized and existing under the laws of Switzerland, under company registration number CHE-340.229.036 whose registered office is located at Hardturmstrasse 161, 8005 Zürich (hereinafter “we”, “us”, “our” or “Relai”).

Relai is registered as a Crypto-Asset Services Provider (CASP) with the VQF (Verein zur Qualitätssicherung von Finanzdienstleistungen). The VQF is established at General-Guisan-Strasse 6, 6300, Zug, Switzerland. Relai’s registration relates to the provision of services involving crypto-assets. This means Relai provides regulated services when Clients buy or sell Bitcoin via Relai’s infrastructure through the Apps. Clients use the Relai platform to initiate and complete transactions involving Bitcoin in compliance with applicable AML/CTF and crypto-asset regulations.

Please note that Relai does not issue electronic money or provide fiat payment services; the platform operates exclusively in the context of self-custodial Bitcoin transactions.

In these Terms:

• Applicable Law means the legal, regulatory, and administrative provisions, as well as the professional standards applicable to Relai in connection with these Terms. 
• Business Client refers to any legal entity, company, partnership, sole proprietorship, foundation, association, or other organizational structure that registers for and uses the services provided under Relai Business for professional or commercial purposes. Business Clients act on behalf of their organization and are subject to enhanced due diligence, including verification of the Authorized Representative(s), ownership structure, and compliance with applicable corporate, financial, and anti-money laundering (AML) regulations.
• Consumer refers to a natural person who enters into the contractual relationship with Relai AG for private purposes, i.e. for purposes outside the scope of their professional, commercial, or business activities, within the meaning of applicable Swiss law, including the Swiss Code of Obligations and the Swiss Unfair Competition Act.
• Identifiers refers to the personal credentials that allow the Client to access their account or the services provided by the platform (usernames or login IDs, passwords and authentication tokens or codes, such as 2FA codes or API keys if applicable for integrations).
• KYC Process means the process of verifying the identity of a company’s Clients or an individual (“Know Your Customer”) in order to ensure the Client complies with legislation related to the prevention of corruption, money laundering, financial fraud, terrorist financing, and other regulatory obligations to which Relai is subject. For Private’s Client and Business Client a CDD (“Customer Due Diligence”) Process is also required due to the possibility of purchases exceeding the Maximum Threshold. CDD Process refers to the identification and verification process Relai carries out to comply with applicable anti-money laundering (AML) and counter the financing of terrorism (CFT) regulations. For individual Clients, this includes collecting and verifying personal identification data and, where required, assessing the source of funds. For Business Clients, the procedure includes verifying the existence and structure of the legal entity, identifying and verifying the identity of its beneficial owners and authorized representatives, and assessing the nature and purpose of the business relationship. Relai conducts these procedures in line with AML regulations and any applicable regulatory requirements.
• Maximum Threshold means the highest permissible limit, as determined by Relai, for individual or cumulative bitcoin purchase or sale transactions over a specified time period. This threshold may be subject to internal risk controls, regulatory requirements, or service tier limitations, and exceeding it may require additional verification or may not be allowed.
• Mobile App refers to the mobile application provided by Relai, which allows Clients to easily and securely buy, sell, and store bitcoin in a self-custodial manner. 
• Order refers to a request placed by the Client to either purchase Bitcoin using fiat currency (“Purchase Order“) or sell Bitcoin already in their possession for fiat currency (“Sale Order“). Each Order is processed under predefined conditions, in accordance with Relai’s Pricing Policy, and at a price unilaterally determined by Relai; such price is not formed on, nor settled through, any trading venue. The Client cannot modify or customize any specific parameters, including price and processing method.
• Order Confirmation means the action by which the Client, after having reviewed the Relai Price displayed in the App together with the applicable fees and key order details (amount, payment method, IBAN, wallet address), validates and submits the Order by pressing the confirmation button (“Buy Now”, “Sell Now”, or equivalent) in the App. Where expressly provided in the Terms (e.g. in the case of Recurring Orders), and subject to the Client’s prior explicit consent to this mechanism at the time of setting up the recurring order, an Order may also be deemed confirmed by the Client’s absence of an express rejection within the time period indicated by Relai, following the display or communication of the applicable Relai Price and Order details.
• Seed refers to the unique recovery phrase (also known as “seed phrase” or “mnemonic phrase”) consisting of a sequence of words (12 or 24) generated during the Wallet creation process. This phrase enables the Client to recover and access their Wallet and to authorize transactions. In the case of self-custodial wallets such as the Wallet created by the Mobile App, the Seed is generated and stored solely on the Client’s device and is never accessible to Relai or any third party.
• Rate refers to the exchange rate at which bitcoin is purchased or sold during a transaction. This is the price or value that Relai offers to the Client at the moment they authorize or initiate a transaction.
• Recurring Order means a standing instruction set up by the Client through the Apps to purchase Bitcoin on a pre-defined schedule (daily, weekly, or monthly).
• Relai Business refers to the dedicated service offering for legal entities, and companies that wish to buy and manage Bitcoin for business purposes. This service includes enhanced onboarding, tailored compliance procedures, and operational support to meet regulatory and corporate requirements. Relai Business is not intended for personal or retail use.
• Relai Private refers to the individual user account and associated services offered by Relai for non-professional, retail clients. It is designed for personal use only, allowing individuals to buy, sell, and manage Bitcoin in a simple, self-custodial environment via the Apps. Clients of Relai Private must act on their own behalf and not for any third party, business, or organization.
• Service(s) means: (i) the purchase or sale of bitcoin against legal tender currency; and (ii) access to a self-custodial wallet application, enabling the Client to create and manage a personal bitcoin wallet and to retain full control and responsibility for their private keys and funds. In this regard, the Client is informed that Relai AG is a Swiss company acting as a financial intermediary within the meaning of the Swiss Anti-Money Laundering Act (AMLA) and is affiliated with the VQF Self-Regulatory Organisation (SRO) for the purposes of compliance with Swiss anti-money laundering regulations in relation to bitcoin-related services. Relai AG provides its Services in accordance with applicable Swiss laws and regulatory requirements, including the Swiss AML framework and the Swiss legal regime applicable to distributed ledger technology (DLT) and crypto-assets. 
• Site refers to Relai’s website (www.relai.app). 
• Wallet means the self-custodial bitcoin wallet automatically created on the Client’s mobile device upon installation and first use of the Relai Mobile App. This Wallet is designed to give Clients full control over their private keys and bitcoin holdings. Relai does not have access to, nor does it store or manage, the Client’s private keys, Seed, or bitcoin at any point. Only the Client has the ability to access and manage the bitcoin held in the Wallet.
• Web App refers to the browser-based application provided by Relai. The platform enables qualified Clients (Relai Private and Relai Business) to buy, sell, and manage large volumes of bitcoin securely and efficiently, with tailored features and dedicated support. Like the Mobile App, the Web App offers a self-custodial experience, ensuring that users retain full control over their bitcoin at all times. However, the Web App does not store private keys or enable direct transaction processing, it provides interfaces through which users can initiate operations that are securely processed via the Mobile App or an external wallet.

Relai provides the Services described in these Terms, in particular on the basis of an authorization received by the Clients, and thus operates the Site and the App in compliance with the Applicable Law.

The pricing conditions in force are described in the Pricing Policy.

2. ACCEPTANCE AND MODIFICATION OF THE TERMS

Your consent to these Terms is given once you tick the box in the pop-up window which appears upon your first connection and which states that you have read and accepted the Terms. By ticking the box, the Client agrees to be bound by the Terms, as amended and published on the Apps, and to comply with these Terms and all Applicable Laws. 

The Terms may be supplemented, where applicable, by technical instructions for use of the Services sold on the Site. In the event of a contradiction, these Terms take precedence over the instructions for use, unless otherwise stated. No special conditions not expressly approved by Relai may prevail over these Terms. 

If you do not agree with the Terms, you should refrain from using the Apps and/or the Site. In particular, you acknowledge that you have read and understood the clauses in the Terms relating to Relai’s limitation of liability.

Retail Clients. Relai may amend these Terms from time to time. Any amendments will be notified to you via email to your registered email address at least 30 (thirty) days prior to their entry into force (“Notice Period”). The amended Terms will also be published on the Platform. You have the right to terminate the Agreement without penalty at any time during the Notice Period by providing written notice to Relai. If you do not terminate the Agreement during the Notice Period, the amended Terms will become binding upon expiry of the Notice Period. Your continued use of the Services after expiry of the Notice Period constitutes your acceptance of the amended Terms. Notwithstanding the above, amendments affecting fees, or liability limitations, require your express consent via the Platform or email confirmation. If you do not provide such consent within the Notice Period, Relai reserves the right to terminate the Agreement in accordance with Article [X] (Termination).

Business Clients. Relai may amend these Terms at any time with at least 7 (seven) days’ prior notice via email to your registered email address. The amended Terms will also be published on the Platform. You may terminate the Agreement in accordance with Article [X] (Termination) if you do not accept the amendments. Continued use of the Services after the notice period constitutes acceptance of the amended Terms.

General Provisions. (a) Minor technical or administrative amendments (including corrections of typos, updates to contact information, or clarifications that do not materially affect your rights or obligations) may be implemented without prior notice by publication on the Platform. (b) Amendments required by law or regulatory requirements take effect immediately upon notice or as required by Applicable Law.

These Terms are drafted in English and translated to French, German, Italian, and Spanish. In case of conflict, the English version shall be the binding version.

3. AVAILABILITY

Relai shall endeavor, as far as possible, to keep the Apps accessible 7 days a week and 24 hours a day. However, access to the Apps and the Site may be temporarily suspended due to technical maintenance, migration, or updates, or due to breakdowns or constraints in relation with the operation of the internet. Relai is not liable for any malfunction or inability to access the Apps and the Site attributable to third parties, because of unsuitable equipment of the Client or because of any other circumstances not attributable to Relai (see also what is provided in Article 16. Force Majeure). Subject to the mandatory limits of the law, compensation for direct and indirect damages is excluded.

Although Relai intends to provide accurate and timely information on the Apps and the Site, they may not always be entirely accurate, complete or current and may also include technical inaccuracies or typographical errors. Accordingly, the Client shall verify all information before relying on it. All decisions based on information contained on the Apps and the Site are in the sole responsibility of the Client and Relai shall have no liability for such decisions.

4. WARNING

The Client acknowledges and accepts that the Services relate to an asset whose market value can change significantly over time and may not be suitable for everyone. The Clients should ensure they have the financial capacity and expertise to bear related risks, as well as actively monitor their bitcoin (for more details see our Risk Disclosure).

The information provided on the Apps and the Site does not constitute legal, financial, or investment advice, nor is it a recommendation to buy, sell, or trade bitcoin. Relai is not liable for reliance on any statements made or omissions from the provided information. All investment decisions remain solely the responsibility of the Client.

By using the Apps, the Client explicitly warrants that he/she is at least eighteen (18) years old and has legal capacity to contract and that he/she is not barred to use the Apps under any Applicable Law. 

5. ACCESS TO THE SITE, APPS, AND SERVICES

Clients are responsible for setting up the IT and telecommunications resources allowing access to the Site and the Apps. Clients are entirely responsible for the correct functioning of their computer equipment, their modem, and their telephone line, as well as their Internet connection. Clients will have taken care to ensure that this equipment does not present any problems or viruses and has sufficient security to prevent the risk of a third party obtaining access to data relating to the Services. 

Clients will make every effort to preserve this security. Clients will ensure that there is no risk of hostile programs or viruses accessing and disrupting the Site’s computer systems. In particular, Clients will ensure the security of their computer by using and regularly updating anti-virus and anti-spyware software as well as a personal firewall. Clients assume technical risks in particular linked to a power outage, an interruption of connections, a malfunction or even the overload of networks or systems. Furthermore, Clients are aware that they must contact the Internet service provider of choice to access the Internet and the Site. In this context, Clients are aware that it is up to them to select their Internet access provider and to establish the terms of their relationship with the latter. Relai cannot be responsible for the risks relating to Internet access and the risks relating to the remote transmission of data by or to Clients, particularly in the event of a conflict between the Clients and this Internet access provider, in relation to the confidential/personal nature of the data transmitted, the cost of transmission, the maintenance of telephone lines and the Internet network or even service interruptions. 

The Services are accessible, subject to the restrictions provided on the Site: (i) to any natural person with full legal capacity to commit to these Terms. The natural person who does not have full legal capacity can only access the Site, the Apps and the Services with the agreement of their legal representative; (ii) to any legal entity acting through a natural person having the legal capacity to contract in the name and on behalf of the legal entity. 

Registration is done by completing an online form. Once the form has been completed and validated, the Apps send an email confirming the Client’s request. The Client who has completed the necessary verification steps to have the right to have access to the Services on the Apps is deemed to have entered into a business relationship with Relai and is therefore considered a Client linked by these Terms.

When registering, the Client undertakes to provide accurate and complete data (in particular, with respect to his/her personal information, e-mail address and, if necessary for the purpose of completing the registration, his/her personal telephone number), and is required to complete all mandatory fields appearing in the registration form. The Client will then validate their registration by clicking on the button provided for this purpose. Relai reserves the discretionary right to refuse any request to enter into a business relationship.

The Clients will be responsible for the use of his Identifiers by third parties or for actions or declarations made through his personal account, whether fraudulent or not, and guarantees Relai against any request in this regard. Furthermore, Relai is not responsible in the event of theft of the Clients’ identity. If the latter has reason to believe that a person is fraudulently using the Client’s identification or account, he must immediately inform Relai. 

In the event of loss or theft of one of the Identifiers concerning him/her (email or password), the Client is responsible for any harmful consequences of this loss or theft, and must use, as soon as possible, the procedure allowing him/her to modify them. In the event that he/she becomes aware of another person’s access to his/her personal account, the Client will immediately inform Relai by email to the following address: [email protected].

Use of the Site and/or the Apps which is fraudulent, or which contravenes these Terms, will justify refusing the Clients, at any time, access to their Account as defined below.

6. PURCHASE AND SALE OF BITCOIN

6.1 GENERAL

Relai enables the Client to purchase or sell Bitcoin either as a one-time transaction or on a recurring basis (daily, weekly, or monthly) by placing a Recurring Order through the Client’s bank. The amount of bitcoin to be purchased on a one-time or recurring basis must be specified in advance by the Client and must be paid in Swiss francs (CHF) or euros (EUR). 

Relai provides the whole purchase process and sells the ordered Bitcoin directly to the Client. Relai further acts as an intermediary between the Client and the Client’s bank.

The Service is offered in three different modes: (i) Mobile App is for any individuals who wishes to buy and sell bitcoin, starting from a minimum of fifty euros (50.00 EUR); (ii) Relai Private is for individuals who wish to buy or sell amounts over the Maximum Threshold with exclusive personal service that will make the experience smooth using the Web App, in addition to the Mobile App; (iii) Relai Business is for legal entities who wish to buy or sell amounts with exclusive personal service and expert guidance that will make the experience smooth using the Web App. Orders from Relai Business can start with a minimum first order of fifty euros (50.00 EUR).

Relai enables users to buy and sell bitcoin directly through the Apps in a self-custodial manner. From the moment the Client has successfully completed the registration process and completed the KYC Process, the Client will be assigned a personal profile (the “Account”) to access the Apps. This Account does not constitute a custodial account and does not hold or store any funds or assets on behalf of the Client. The Client agrees not to disclose any information about the Account to any third party. The Client represents that it is solely responsible for maintaining the confidentiality and security of the Account and all Services to which it will have access through the Account. Any breach of the security of the Account must be reported immediately to Relai, who will not be liable in any event for any damages, costs or expenses arising out of or resulting from any breach of security.

Relai reserves the right to request, at any time and at its sole discretion, additional information regarding the Client to enable the proper operation and delivery of the Services. In any case, Relai may suspend the operation of the Account, or proceed to its termination.

To receive or send bitcoin, the Client must provide Relai with addresses that they directly control (self-custodial wallet) or that are held with authorized intermediaries (custodial wallet). 

6.2 SERVICE AND TECHNICAL SPECIFICATIONS

Relai uses multiple authentication factors: i) email (proof of email control via OTP); ii) user device finger print (proof of device ownership); iii) a PIN or a face scan of theUser.  Once a user has verified the 3 factors above, the User is logged in and has 2 options to unlock the app: a) use the phone level touch id or face id; b) use the Keyless pin or face  scan.

The Client may send to Relai, from time to time, a Purchase Order or a Sale Order. To this end, the Client authorizes Relai to enter into exchange agreements on their behalf with third-party operators (such as exchanges or virtual currency platforms). 

Relai processes Orders only upon the Client’s explicit request. To do so, the Client must provide specific instructions, detailing i) for Purchase Orders, the amount in fiat currency, and the asset they intend to buy; and ii) for Sale Orders, the amount and type of asset they intend to be sold. Orders are executed exclusively under predefined conditions, without any possibility for the Client to customize execution parameters. Prices are set in accordance with Relai’s Pricing Policy and are unilaterally determined by Relai at the time of execution.

The Purchase or Sale price will be the market price on the day Relai executes the request. This price is influenced by factors such as the current price on the exchange(s) selected by Relai for the transaction, the structure of the order book, and fees applied by the exchange(s). The price will include the Conversion Fee. 

The payout to the Client’s wallet happens in batches. The payout will be executed every day of the week. Please note it can take several hours for the payout to arrive in the Wallet. 

By placing the Order, the Client confirms under their sole responsibility that: i) the information provided is complete; ii) they have reviewed and understood Risk Disclosure; iii) they have read, understood, deemed appropriate, and accepted the economic terms and fees as specified in the Pricing Policy. Once placed, an Order cannot be revoked or modified by the Customer unless expressly permitted by these Terms. 

6.3 PURCHASE PROCESS VIA APPS

To use the Apps, the Client is required to complete the identification process. Relai reserves the right to determine, on a case-by-case basis and in accordance with Applicable Law and internal risk assessments, whether to accept a Client and which identification information is required. All decisions shall be made based on objective, non-discriminatory criteria, ensuring compliance with regulatory requirements and Relai’s internal policies. 

Private clients can place orders through both the Mobile and Web Apps. Business clients may place orders exclusively via the Web App.

Before starting the purchase, the Client, in order to be able to place Bitcoin Purchase Orders, must join and/or own one of the payment systems accepted by Relai for the use of the Service with the liquidity necessary to proceed with the order. The payment systems accepted by Relai are indicated in the Apps. 

The Client can create a one-time or recurring purchase order and can specify the amount in CHF or EUR, the frequency, and the target asset (bitcoin) he/she would like to invest in. The Client shall not create a Purchase Order for less than the minimum amount of EUR 50.00 (the “Minimum Threshold”). Through the Apps, the Client will transfer information to initiate a one-time or recurring order using his/her preferred method of payment. The Client expressly acknowledges and agrees that he/she is solely responsible for entering the correct transfer information. The Client also acknowledges and agrees that the amount of money transferred must exactly correspond with the investment amount indicated in the Apps. Otherwise, Relai will not be able to accept the payment and will refund the amount to the Client; any associated bank fees shall be borne by the Client. Furthermore, the Client must ensure that the bank account used for the transfer matches the account (IBAN) specified in the Apps. If the payment is made from a different IBAN than the one indicated, the deposit will be rejected and refunded. The transaction costs of the bitcoin, which will be transmitted to the Client, are included (see Section 6.8.). 

The exchange rate for bitcoin is set at the time Relai receives the payment of the Client and can therefore vary significantly from the exchange rate estimated by the App. The transaction costs of the bitcoin, which will be transmitted to the Client, are included. 

Relai generally executes the purchase order within 24 hours and in any case no later than ten (10) business days from the moment of payment receipt and allocates the bitcoin to the wallet of the Client.

When creating a Purchase Order the Client agrees to be the sole beneficial owner of the funds he/she intends to use to buy bitcoin. Using our Services via Apps, you confirm that you act on your own behalf as an individual, for your own account, and not on behalf of a legal entity or for the account of anyone other than you.

Relai reserves the right to exclude customers from further purchases at any time in accordance with Applicable law and internal risk assessments. All decisions shall be made based on objective, non-discriminatory criteria, ensuring compliance with regulatory requirements and Relai’s internal policies. 

6.4 SALE PROCESS VIA APPS

The Client may use the App to sell bitcoin only if the annual sales amount does not exceed the Maximum Threshold. 

The sale on Relai takes place exclusively as follows: the Client previously has bitcoin in his/her Relai wallet. The Client then makes a binding offer to sell bitcoin to Relai. In order to make such a binding offer, the customer must a) fill in all the necessary data on the respective trading screens in a valid and correct manner and b) confirm the “Sell Now” button. The Client is shown an estimate of the expected amount of euros or Swiss francs in the sales process. After a successful sale, the Client is shown the exact amount of the sale in his dashboard. The exchange rate for bitcoin is set at the time Relai receives the payment of the Client and can therefore vary significantly from the exchange rate estimated by the App. The transaction costs of the bitcoin, which will be transmitted to the Client, are included. Relai will execute the sell order usually within 24 hours and in any case at the latest within ten (10) business days of receipt of payment and allocate the EUR or CHF to the IBAN of the Client.

When creating a sell order, the Client agrees to be the sole beneficial owner of the funds he/she intends to use and to be the sole beneficial owner of the bank account used for the transfer. By buying and selling bitcoin to or from Relai, you confirm that you act on your own behalf as an individual, for your own account, and not on behalf of a legal entity or for the account of anyone other than you.

Relai reserves the right to exclude Clients from further sales at any time without giving reasons.

6.5 WALLET

On each device (smartphone, tablet, etc.) the Client is installing and using the Mobile App, the Mobile App creates a digital self-custodial wallet enabling the Client to store bitcoin bought through the Mobile App (the “Wallet”). The Wallet is not a “web wallet”. The Client does not create an account or give Relai its bitcoin to hold onto. The Mobile App does not constitute an account where Relai or other third parties serve as financial intermediaries or custodians of the Client’s bitcoin. Relai does not have, at any point in time, access to the Client’s funds. The Client’s private key is generated and stored solely on the Client’s mobile device during the wallet creation process. Your Seed is the master key to your entire wallet. Anyone with access to it can derive all private keys and control your funds. For this reason, your seed phrase must be stored securely and never shared. Relai does not have access to or store any fragments, copies, or encrypted versions of the Client’s private key or Seed. The Wallet is fully self-custodial, ensuring that only the Client has control over and access to their private keys. If the Client loses access to his/her smartphone, the Client expressly acknowledges and agrees that any bitcoin the Client has associated with that Wallet will become inaccessible, unless he/she has created a backup of the Wallet by writing down the Wallet’s private key. The Client expressly acknowledges and agrees that he/she is solely responsible for safekeeping the smartphone and for backing up his/her private key in order to be able to restore his/her bitcoin assets again. In order to ensure the Client’s security and privacy, no sensitive data is ever saved, stored, or transmitted when the Client uses the Wallet. Relai only has access to information that a) has been inserted to the App by the Client in the identification process or b) is publicly available on the blockchain. Relai does not hold the bitcoin of the Client. Only the Client himself/herself can access and control his/her bitcoin. The Client can freely transfer his/her bitcoin from his/her Wallet to another wallet at any time. 

Alternatively, the Client can send the bitcoin directly to an external wallet. In this case, the bitcoin purchase or sale will be sent directly in the external wallet, provided that the destination address has been whitelisted in advance. The processing will take place as soon as the corresponding bank payment settles or the bitcoin arrives in the Relai wallet with the required number of on-chain confirmations.

The Web App offers the same core functionality as the Mobile App, allowing Clients to buy and sell bitcoin easily and intuitively. It is designed to further simplify the user experience by enabling access from any desktop browser. However, the Web App does not store or access the Client’s Wallet or private keys. The self-custodial Wallet and its associated Seed (recovery phrase) are created and stored exclusively on the Client’s mobile device via the Mobile App. As such, the Seed cannot be displayed or accessed through the Web App. It is the Client’s sole responsibility to securely back up their Seed offline, as it is the only way to recover access to the Wallet and the associated bitcoin in the event of device loss or failure.

6.6 BUY AND/OR SELL PROCESS OVER THE MAXIMUM THRESHOLD BY RELAI’S PRIVATE CLIENTS AND BUSINESS CLIENTS

Buy and/or sale Orders above the Maximum Threshold are handled for first-time Clients by Relai’s Private or Business team (the “Relai Team”). After the Client has (i) accepted these Terms, (ii) successfully completed the Customer Due Diligence (CDD) process, and (iii) executed a first Order, the Client may place subsequent Orders above the Maximum Threshold either through the Relai Team or directly through the Apps. 

A Business Client may complete the KYC process through a natural person who is a duly authorized legal representative, using the Relai Mobile App. This individual is registered with Relai solely for identity verification purposes and does not act as a Client in a personal capacity.

Purchase and sale orders for business clients must be executed through external wallets that have been pre-approved and whitelisted by Relai following a wallet ownership verification and authorization procedure. The business client remains fully liable for any transactions processed through such authorized and verified wallets, including any actions taken by its representatives or third parties to whom access to the wallets has been granted.

6.7 TERMINATION OF USE OF THE APP

The Client may at any time, at his/her sole discretion, terminate a one-time or recurring Order by revoking or amending the corresponding payment instruction with his/her bank and/or by disabling the recurring order functionality in the App. Termination shall be without prejudice to any Order already deemed confirmed (whether expressly or by absence of rejection) prior to such termination, provided that the related payment has been or will be validly executed.

For recurring Orders, the Client acknowledges that Relai will continue to communicate the applicable Relai Price at the selected periodicity, and that any such Order will become definitive unless expressly rejected within the indicated timeframe. However, if no corresponding payment is received within the applicable deadline, the Order will automatically lapse without execution and without liability to Relai. There is no minimum investment term (except for the Minimum Threshold). It is in the sole discretion of the Client whether he/she wishes to continue to use the Apps.

Additionally, Relai may at any time, at its sole discretion, cease the operation of the service or any part thereof, temporarily or permanently, without giving any prior notice. The Client agrees and acknowledges that Relai does not assume any responsibility or liability with respect to, or in connection with, the termination of the services provided on the Site or with the Apps. 

Any termination does not affect the access of the Client to his/her Wallet. The Client can still freely transfer his/her bitcoin from his/her Wallet to another wallet at any time, or restore the funds associated with the Wallet using the seed phrase.

7. TRADE TRANSPARENCY & CONFIRMATION

7.1 PRE-TRADE TRANSPARENCY

Pre-trade Transparency. The information relating to pre-trade transparency is set out in the Pricing Policy, which is made publicly available in the App and on Relai’s website, accessible without registration. Relai publishes and communicates to Clients, in a publicly accessible manner, the conditions under which an Order becomes definitive. 

Recurring Purchase Mandate. By activating a recurring Purchase Order, the Client authorizes Relai to process Purchase Orders at the scheduled periodicity (daily, weekly, or monthly). The price, together with fees, will be sent to the Client by in-app notification and/or email (as chosen by the Client).

The Client may expressly accept or reject the Order within the timeframe indicated. In the absence of an express rejection within that timeframe, the Order shall be deemed confirmed by the Client. The confirmed price will also be disclosed in the post-trade receipt provided to the Client once the transaction has been settled.

7.1 TRANSACTION CONFIRMATION AND STATEMENTS

Receipt. Relai shall provide the Client, promptly after each processed Order, with a transaction summary that is accessible either within the Mobile App or via Web App. This confirmation shall include the following details: (i) the type of transaction (buy or sell); (ii) the date and time of processing (UTC); (iii) the quantity of bitcoin and corresponding fiat amount; (iv) the price per bitcoin (inclusive of all fees); and (v) the total fees or charges applied.

Transaction statement. A downloadable account statement summarising all transactions carried out during the relevant period, inclusive of cumulative amounts, average exchange price, and total fees is available to the Client at any time in the Apps. It remains accessible to the Client without time limitation in the secure section of the Apps.

8. NO RIGHT OF WITHDRAWAL – CANCELLATION

The Client, including Consumers, does not have the right to withdraw from bitcoin purchases or sales made through the Apps. This is in accordance with the Consumer Code, which excludes the right of withdrawal for products or services whose price depends on fluctuations in the financial markets beyond the professional’s control, as is the case here. Such fluctuations can occur during the withdrawal period, making it inapplicable.

The provisions of Article 7.1 above do not affect the Customer’s right to cancel the transfer order with their bank, according to the bank’s terms and conditions, as long as the amount has not yet been credited to Relai. Once the amount is credited, the purchase or sales order becomes irrevocable and cannot be canceled.

9. CLIENT’S CONVERSION FEE

Each bitcoin transaction is subject to a fee (the “Conversion Fee”). The Conversion Fee is included in the Relai Price displayed to the Client at Order Confirmation and is not Each bitcoin transaction is subject to a fee (the “Conversion Fee”). The Conversion Fee is included in the price displayed to the Client at Order Confirmation and is not charged separately.

The Conversion Fee is calculated based on the transaction size and type and may comprise the following elements:

1. Relai’s service fee;
2. a margin applied by Relai, from which Relai earns revenue; and
3. any fees applied by payment providers, from which payment providers earn revenue.

The Conversion Fee and its methodology are described in the Pricing Policy available in the App. Relai will not process a transaction if the Conversion Fee and any other associated charges would, together, exceed the value of the Client’s transaction.

The Client acknowledges that any prices or charts shown in the Apps outside of the Order Confirmation screen are for informational purposes only and may differ from the definitive Relai Price applied at Order Confirmation.

10. UNAUTHORIZED AND MISTAKEN TRANSACTIONS

When a bitcoin transaction or euro transaction occurs using your credentials, we will assume that you authorized such a transaction, unless you notify us otherwise. If you believe you did not authorize a particular transaction or or that a transaction was incorrectly carried out, you must contact us as soon as possible using our helpdesk. It is important that you regularly check out your Wallet, any other wallets accessible through the App, and your transaction history to ensure you notify us as soon as possible of any unauthorized or incorrect transactions. Reporting an unauthorized transaction does not mean Relai will be able to reverse the transaction or reimburse you for the transaction.

In the event that a Client makes a bank transfer to Relai’s account without linking it to a Purchase Order, or in the case of unauthorized transfer amounts, and Relai is unable to proceed with the purchase, the transferred funds will be promptly returned to the Client. If Relai, even with the assistance of the involved payment institution, is unable to identify the Client or credit the funds back to the original account, Relai will attempt to notify the Client using the contact information available. The funds will be held by Relai for a period of ten (10) years, as required by law. Relai reserves the right to offset any notification costs or other administrative expenses incurred for holding the funds.

11. CLAIMS AND FUND HANDLING DURING CESSATION OF SERVICES

In the event of a permanent cessation of Services, including liquidation or operational wind-down, Relai shall implement a formal process to allow Clients to review and submit claims strictly related to any unsettled transactions that may have resulted in a balance owed by Relai.

Clients will be notified in writing (via email and/or in-app notification) of the closure process and will be granted a minimum of sixty (60) calendar days from the date of such notice (the “Claim Period”) to: (i) review any available account information; (ii) submit outstanding claims related to fiat payments that were not processed due to service interruption; and (iii) request the withdrawal or refund of any eligible fiat balances temporarily held and not yet used for Bitcoin purchase. Claims submitted during the Claim Period shall be reviewed and processed in good faith, fairly and transparently, and in compliance with applicable legal and regulatory requirements.

If a Client fails to submit a Claim or request a refund within the Claim Period, and the total value of the not-yet-processed fiat funds temporarily held is less than fifty euros (50.00 EUR) such amount shall be deemed abandoned. Abandoned balances under this threshold may be irrevocably forfeited and applied by Relai to cover the administrative, technical, and compliance costs associated with the service termination. No additional notice shall be required, and no claims will be accepted after the expiration of the Claim Period.

For any unclaimed fiat balance exceeding the fifty euro (50.00 EUR), Relai will make reasonable efforts to return the funds to the Client, including: (i) attempting to credit the amount back to the original account or payment method used; (ii) cooperating with the involved payment institution to verify the Client’s identity and payment details; (iii) notifying the Client using the latest available contact information (e.g., email or in-app messages) if automatic reimbursement fails. If Relai, even with the assistance of the involved payment institution, is unable to identify the Client or credit the funds back to the original account, and the Client does not come forward within the Claim Period, such funds may be held in escrow or treated in accordance with applicable unclaimed property or escheatment laws.

After the Claim Period ends, all user interfaces and accounts will be deactivated, and any residual data or transaction history shall be retained or deleted in accordance with the Relai’s record-keeping obligations and applicable data protection laws. 

During the cessation period, Relai will provide periodic updates to Clients regarding the status of the process, anticipated timelines, and any changes to procedures affecting their ability to recover eligible funds.

12. MISCELLANEOUS

12.1 SEVERABILITY 

If any term or provision of these Terms is invalid, illegal or unenforceable in any jurisdiction, it will be so held to the minimum extent required by law and such invalidity, illegality or unenforceability shall not affect any other term or provision these terms or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon a determination that any term or provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify these terms to effect the original intent of the parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

12.2 ASSIGNMENT

ASSIGNMENT

Relai reserves the right to assign or transfer this Agreement, in whole or in part, to any affiliated entity within the Relai Group, provided that such transfer is conducted in compliance with applicable laws and does not materially affect the rights of the Client under this Agreement. In the event of such assignment or transfer, Relai will notify the Client in advance, and the Client’s continued use of the services following such notification shall constitute acceptance of the assignment. The Client may not assign or transfer any rights or obligations under this Agreement without the prior written consent of Relai.

12.3 WARRANTIES

By using the Apps, the Client warrants that: (a) the Client has obtained sufficient information about bitcoin to make an informed decision to purchase the bitcoin; (b) the Client has carried out an examination as to whether bitcoin meet the Client’s own requirements regarding the Client’s own objectives, risk appetite, experience and/or knowledge; (c) the Client’s purchase of bitcoin complies with Applicable Law in the Client’s jurisdiction; and (d) if the Client is purchasing bitcoin on behalf of any entity (i) such legal entity is duly organized and validly existing under the Applicable Laws of the jurisdiction of its organization, (ii) the Client is duly authorized by such legal entity to act on its behalf and to accept these Terms, and (iii) such entity will be responsible for breach of these Terms by the Client or any other employee or agent of such entity.

13. INTELLECTUAL PROPERTY RIGHTS

Relai is the sole owner of all intellectual property rights related to the Site and the Apps. Any content presently displayed or made available by Relai in the future, such as text, logos, images, music, digital downloads, data compilations, icons, and images (“Materials”) is the property of Relai, its affiliates or its suppliers, and is protected by French and international intellectual property law. Relai’s names and logos are trademarks of Relai. Relai’s trademarks and logos may not be used for products or services that are not respectively manufactured or offered by Relai, or in any way that could cause confusion in the public, or in any way that disparages or discredits Relai.

The use of any such Materials on any other Site or networked computer environment for any other purpose is strictly prohibited; any such unauthorised use may violate copyright, trademark and other applicable laws and could result in criminal or civil penalties. Accordingly, the Client agrees not to reproduce, represent, extract and use in any way any or all of Relai’s trademarks, logos, Apps, Site or Services.

14. LIMITATION OF LIABILITY

This Article 12 sets forth the liability framework applicable to the Services for Retail Clients (consumers). For Business Clients, please refer to Annex I – Business Clients Addendum.

Market Risk. We are not liable for losses arising from Market Risk factors, such as: (a) diminution in value of crypto-assets due to market volatility, price fluctuations, or adverse market conditions occurring AFTER we have successfully executed your exchange order; (b) changes in exchange rates between the time you view indicative pricing and the time your order is executed, where we executed your order promptly and at the best available rate at the time of execution; (c) lack of liquidity or trading volume in crypto-asset markets affecting available pricing; (d) your investment decisions, trading strategies, or timing of transactions.

YOU ACKNOWLEDGE AND ACCEPT THAT CRYPTO-ASSETS ARE HIGHLY VOLATILE AND YOU ASSUME ALL MARKET RISK AFTER SUCCESSFUL EXECUTION OF YOUR ORDERS.

Bitcoin Blockchain Network. The Bitcoin blockchain network is a decentralized system operating independently of any single entity. We are not liable for losses directly and solely caused by: (a) transaction confirmation delays on blockchain networks due to network congestion, increased activity, or changes in mining/validation priorities; (b) Blockchain forks, protocol updates, consensus changes, or network upgrades affecting transaction finality or asset characteristics; (c) Technical characteristics or limitations inherent to blockchain architecture that affect transaction speed, cost, or reversibility; (d) The irreversible nature of confirmed blockchain transactions, which cannot be modified or cancelled once validated by network participants; PROVIDED THAT the delay or issue did not result from our operational failures, breach of our obligations under this Article 14, or our failure to provide adequate information about blockchain risks.

Third-Party Service Providers. We engage third-party service providers (including payment processors, banking partners, and technology infrastructure providers) that we select with reasonable due diligence under Swiss law standards. We are not liable for losses directly and solely caused by: (a) payment service provider technical failures or errors; (b) infrastructure failures affecting multiple service providers across broad geographic areas (e.g., cloud service outages, internet backbone disruptions); PROVIDED THAT: (i) we exercised reasonable due diligence in selecting such providers (sorgfältige Auswahl); (ii) we implemented appropriate monitoring and contingency measures; (iii) we provided proper instructions to such providers (sorgfältige Instruktion); (iv) the failure was not foreseeable or preventable through reasonable alternative arrangements; AND (v) ee complied with our outsourcing obligations under applicable FINMA requirements.

Regulatory and Legal Restrictions. We are not responsible for our inability to provide Services or execute transactions where: (a) applicable Swiss or foreign laws, regulations, or court orders prohibit us from doing so; (b) regulatory authorities (including FINMA or foreign competent authorities) order suspension or restriction of our activities; (c) compliance with sanctions lists, anti-money laundering requirements under the Swiss Anti-Money Laundering Act (GwG/LBA), or counter-terrorism financing rules prevents the transaction; (d) changes in regulatory interpretations or new legal requirements necessitate modification or discontinuation of Services. We will make reasonable efforts to notify you promptly of any such limitations and their expected duration, subject to our legal obligations regarding confidentiality.

Platform Availability and Technical Issues. While we make reasonable efforts to ensure availability and reliability of the Platform, we do not guarantee: (a) uninterrupted or error-free operation 24/7/365; (b) specific response times for all customer support inquiries; (c) that all technical defects will be corrected immediately. We are NOT liable for: (a) scheduled maintenance: Temporary unavailability due to scheduled maintenance, where we provide reasonable advance notice through the Platform or email; (b) minor technical issues (such as display errors, interface glitches, or temporary interface issues that do not result in financial loss or prevent order execution); (c) high demand periods: delays in processing transactions during periods of exceptionally high market activity or platform usage, provided we take reasonable steps to scale capacity; PROVIDED such issues do not result from our gross negligence (grobe Fahrlässigkeit), willful misconduct (Vorsatz), or breach of our core obligations under this Article 14.

12.6 Client Obligations and Contributory Fault. You acknowledge and accept responsibility for: (a) Security obligations: (i) keeping your login credentials, passwords, two-factor authentication codes, and recovery phrases strictly confidential; (ii) using secure devices and internet connections when accessing the Platform; (iii) installing and maintaining up-to-date security software (antivirus, firewall) on devices used to access your Account; (iv) not sharing account access with third parties; (b) Monitoring and reporting: (i)   Regularly reviewing your Account for unauthorized activity; (ii)  Verifying all transaction details before confirming orders; (iii) Notifying us immediately via [email protected] of any suspected security incidents, unauthorized transactions, or account compromises; (c) Compliance and accuracy: (i)   Ensuring your use of Services complies with applicable laws in your jurisdiction; (ii)  Providing accurate, complete, and up-to-date information during registration and ongoing use of the Platform. In cases of contributory fault (mitwirkendes Verschulden), liability shall be apportioned between the parties based on their respective degrees of fault, in accordance with Article 44 of the Swiss Code of Obligations.

Retained Liability. NOTHING IN THESE TERMS SHALL EXCLUDE OR LIMIT OUR LIABILITY FOR:

(a) Death or personal injury caused by our negligence;

(b) Fraud (Betrug) or fraudulent misrepresentation;

(c) Gross negligence (grobe Fahrlässigkeit) or willful misconduct (Vorsatz);

(d) Breach of our core contractual obligations (Kardinalpflichten), including but not limited to: (i) safeguarding crypto-assets and fiat funds in our custody or control; (ii)  executing your orders accurately and in accordance with your instructions; (iii) processing deposits and withdrawals in accordance with these Terms; (iv) maintaining adequate security measures to protect your Account and Assets; (v) complying with our obligations under the Swiss Anti-Money Laundering Act (GwG/LBA) and related regulations; (vi) providing you with accurate information about transaction terms, fees, and exchange rates before execution;

(e) Loss of crypto-assets or fiat funds during the exchange, custody, or transfer process caused by our operational failures, security breaches, or failure to implement industry-standard security measures;

(f) Violations of your rights as a consumer under mandatory Swiss consumer protection law (Bundesgesetz gegen den unlauteren Wettbewerb – UWG/LCSl);

(g) Breaches of the Swiss Federal Act on Data Protection (DSG/LPD) resulting in loss or unauthorized disclosure of your personal data

(h) Any other liability that cannot lawfully be excluded or limited under mandatory Swiss law (zwingendes Recht), including but not limited to Articles 100 and 101 of the Swiss Code of Obligations.

For breaches falling under this Article 12.7, we shall be liable for all direct damages (direkter Schaden) you suffer as a foreseeable consequence of such breach.

15. FORCE MAJEURE

We shall not be liable for delays, failure in performance or interruption of service which result directly or indirectly from any cause or condition of Force Majeure beyond our reasonable control. For the purposes of these Terms, “Force Majeure” refers to any event beyond the reasonable control of the parties, which prevents one or both parties from fulfilling their contractual obligations. Such events include, but are not limited to, significant market volatility, act of God, act of civil or military authorities, act of terrorists, civil disturbance, war, strike or other labor dispute, fire, interruption in telecommunications or Internet services or network provider services, failure of equipment and/or software, pandemic, as well as severe and unforeseeable disruptions to information technology infrastructures caused by external attacks such as Distributed Denial of Service (DDoS) attacks.

16. DATA PROTECTION AND SECURITY

To provide Services under this Agreement, we collect and process personal data about you. Under the Swiss Federal Act on Data Protection (“FADP“), we act as the data controller (Verantwortlicher) for your personal data. For detailed information on how we collect, use, and protect your personal data, please refer to our Privacy Policy available on the Site.

We process your personal data on the basis that it is necessary to perform our contractual obligations and deliver the Services you have requested. This does not affect your rights or our obligations under applicable data protection laws.

You may close your Client Account at any time, which will terminate this Agreement. Following account closure, we will cease processing your personal data for the purpose of providing Services. However, we may retain certain data where required to comply with legal, regulatory, tax, or audit obligations under Swiss law.

Relai collects, processes, and stores all personal data in compliance with the FADP and other applicable Swiss data protection regulations.

17. COMPLAINTS

For any disputes regarding the relationships with Relai, the Client may contact the Relai Support Team using the methods and addresses indicated in the Claim Form.

If the dispute cannot be resolved through our internal complaints procedure, the Client retains the right to pursue judicial remedies before the competent Swiss courts in accordance with the applicable jurisdiction clause in these Terms.

18. APPLICABLE LAW AND JURISDICTION

These Terms and the use of the Website and the App are governed by and construed in accordance with Swiss law, without regard to conflict of law principles.

Any dispute arising between the Client and Relai in connection with this Agreement shall fall under the exclusive jurisdiction of the competent courts of Zurich, Switzerland.

However, if the Client qualifies as a Consumer under Swiss law, the Client may bring proceedings either before the courts of Zurich or before the courts of the Client’s domicile in Switzerland, at the Client’s choice. Relai may only bring proceedings against a Consumer before the courts of the Consumer’s domicile in Switzerland.

ANNEX I: RELAI AG BUSINESS ADDENDUM

1. Introductions and Definitions

Relai AG provides private and business buy/sell services (i.e., exchange service) for Bitcoin, designed to offer Clients a direct and secure buy/sell experience. The present Annex I to the Relai AG Terms & Conditions (“Relai AG Business Clients Addendum” or “Addendum”) defines the additional terms applicable to Clients acting for business purposes and not as consumers, and outlines the onboarding process, required documents, service terms, and ongoing obligations.

In case of conflict between this Addendum and the Relai AG Terms & Conditions (“T&C” or “Terms”), this Addendum shall prevail. Clients access and operate the Services through the Relai Web App, a browser-based interface designed for professional use, offering enhanced verification, transaction traceability, and compliance controls.

For all matters not expressly provided for in this Addendum, reference is made to the Terms, which shall be considered an integral part of the Addendum with the Business Client. The T&C apply to this Addendum to the fullest extent and shall govern any aspects not covered herein (Relai AG Business Addendum and T&C, together with the Pricing Policy, hereinafter the “Contract”).

In the Addendum, the following capitalized terms have the meanings set forth below.

“Relai AG” means Relai AG, a company incorporated in Switzerland, with a registered office at [indirizzo Relai AG].

“Business Client” or “Client” means a legal entity or corporation using Relai AG’s services for treasury management, investment, or payment-related purposes involving Bitcoin.

“Business Services” or “Services” means exchange services for Bitcoin offered by Relai AG to eligible Business Clients.

“KYB” means Know Your Business, i.e., verification procedures for legal entities.

“UBO” means Ultimate Beneficial Owner as defined by the Swiss Anti-Money Laundering Act (GwG/LBA) and related FINMA regulations.

“Duration of Service” means the period during which Relai AG provides its Services, until terminated by either Party.

Where terms are used in this Addendum without specific definition, the definitions provided in the Terms shall apply and are deemed incorporated by reference into this Addendum.

2. Eligibility and Exclusion

Relai AG Business Services are available exclusively to legal entities that: (i) are registered in Switzerland or, subject to Relai AG’s approval, in countries with equivalent anti-money laundering standards as determined by FINMA or the Financial Action Task Force (FATF); (ii) hold a professional bank account maintained with a Swiss or internationally recognized financial institution for at least three (3) months;

(iii) Have a transparent ownership structure traceable to natural persons (UBOs).

The Client shall designate authorized representatives in writing. Relai AG may rely on any instruction appearing to originate from an authorized representative until formal notice of revocation is received. Relai AG shall not be liable for losses resulting from unauthorized internal actions unless caused by Relai’s gross negligence (grobe Fahrlässigkeit) or willful misconduct (Vorsatz).

3. Obligations of the Business Client

The Relai AG Business Client undertakes to:

(a) Provide complete, accurate, and current information during onboarding;

(b) Notify Relai AG immediately (within 10 business days) of any changes to: – Ownership structure or UBO identification; – Corporate governance (board composition, authorized signatories); – Financial standing (insolvency risks, material credit events); – Business activities or sectoral classification;

(c) Cooperate with periodic KYB reviews or revalidation requests (typically conducted every 12-24 months or as triggered by risk factors);

(d) Ensure that all documents and declarations are authentic, complete, and up to date;

(e) Maintain an internal approval framework for Bitcoin investments and provide related resolutions (Verwaltungsratsbeschlüsse), board authorizations, or general assembly decisions (Generalversammlungsbeschlüsse) upon request.

4. Representations and Warranties

The Client represents and warrants that:

(a) It is duly incorporated and validly existing under the laws of its jurisdiction of incorporation;

(b) It has full corporate power (Rechtsfähigkeit) and all necessary internal approvals (corporate authorizations) to enter into and perform transactions with Relai AG;

(c) It possesses sufficient funds to meet its payment obligations under this Contract;

(d) It uses the Account exclusively for lawful business purposes in accordance with its corporate object (Gesellschaftszweck);

(e) It complies with all applicable Swiss and foreign laws, including but not limited to: – Swiss Anti-Money Laundering Act (GwG/LBA) and related FINMA regulations; – Tax obligations in its jurisdiction of residence and operation; – Any licensing requirements applicable to its business activities;

(f) None of its directors, officers, UBOs, or authorized representatives are: – Politically Exposed Persons (PEPs) under Swiss AML standards (unless disclosed and approved by Relai AG); – Subject to sanctions under SECO, UN, EU, or other applicable sanctions regimes; – Under criminal investigation or indictment for financial crimes.

5. Consequences of Non-Compliance

Failure to comply with these obligations may result in: (i) suspension of Services pending remediation; (ii) enhanced monitoring or transaction limits; (iii) termination of the business relationship in accordance with Article [X] of the Terms; (iv) reporting to competent authorities where required by Swiss AML law.

6. Information Retention

Relai AG processes and retains records of all onboarding activities, including:

• KYB verification data;
• UBO identification and organizational linkages;
• Acceptance timestamps and approval decisions;
• Ongoing transaction monitoring records;

in accordance with Swiss AML/KYC regulations and for the duration required by the Swiss Anti-Money Laundering Act (currently 10 years following termination of the business relationship or completion of the transaction).

7. Onboarding Refusal or Delay

Relai AG may refuse or delay onboarding if:

• The Client’s file is incomplete or documentation is insufficient;
• Due diligence reveals unacceptable risk factors;
• The Client fails to meet eligibility criteria;
• The Client’s business activity conflicts with Relai AG’s risk appetite or sectoral exclusions.

Refusal decisions are final and not subject to appeal. Relai AG is not obliged to provide detailed reasons for refusal.

8. Limitation of Liability (Business Clients)

8.1 This Article supplements and, where applicable, replaces Article 12 (“Limitation of Liability“) of the Relai AG Terms & Conditions in respect of Business Clients. In the event of inconsistency, this Article 12bis shall prevail for Business Clients.

8.2 To the extent permitted by Swiss law, Relai AG, its affiliates, directors, officers, and employees (together, “Relai Group“) shall not be liable for any damage, loss, or cost arising from or in connection with the Services, except where caused by: (a) willful misconduct (Vorsatz); (b) gross negligence (grobe Fahrlässigkeit); (c) breach of core contractual obligations (Kardinalpflichten) as defined in Article 12bis.8.

8.3 All Services are provided on an “as is” and “as available” basis. Relai makes no warranty of: (a) merchantability or fitness for a particular business purpose; (b) uninterrupted or error-free operation of its Apps, Website, or interfaces; (c) continuous availability of Bitcoin liquidity or external market data; (d) specific investment returns or profitability.

8.4 Except in cases of fraud (Betrug), willful misconduct (Vorsatz), or gross negligence (grobe Fahrlässigkeit), Relai shall not be liable for: (a) Indirect, incidental, special, punitive, or consequential damages (indirekte Schäden); (b) Loss of profits, revenues, turnover, production, goodwill, or business reputation (entgangener Gewinn); (c) loss or corruption of data or private keys (unless caused by Relai’s breach of data protection obligations under the Swiss Federal Act on Data Protection); (d) loss of business opportunities or expected savings; (e) any reduction in the market value of Bitcoin, whether foreseeable or not. This exclusion applies whether the claim is based on contract (Vertrag), tort (unerlaubte Handlung), or any other legal ground recognized under Swiss law.

8.5 Relai’s total aggregate liability to Business Clients for damages arising from simple negligence (leichte Fahrlässigkeit) during any 12-month period shall not exceed the greater of: (a) the total amount of fees paid by the Client to Relai during the 12 months immediately preceding the event giving rise to the claim; OR (b) CHF 50,000 (fifty thousand Swiss Francs). These limitations apply separately to each distinct cause of action or claim.

8.6 Relai shall not be liable for losses arising from Market Risk factors, including: (a) diminution in value of crypto-assets due to market volatility, price fluctuations, or adverse market conditions occurring after successful execution of exchange orders; (b) changes in market liquidity, trading volumes, or order book depth affecting available pricing; (c) slippage between indicative pricing displayed on the Platform and actual execution pricing due to market movements; (d) the Client’s business decisions, investment strategies, trading timing, or portfolio allocation choices; (e) opportunity costs from delayed transactions attributable to market conditions (not operational delays by Relai); (f) tax consequences of transactions, including: – Capital gains taxation; – Value-added tax (VAT/MWST) on Bitcoin transactions (where applicable); – Changes in tax treatment of crypto-assets in the Client’s jurisdiction; – Withholding tax implications; (g) regulatory classification changes affecting the Client’s business operations or licensing requirements. YOU ACKNOWLEDGE THAT CRYPTO-ASSETS ARE HIGHLY VOLATILE AND YOU ASSUME ALL MARKET RISK AS A PROFESSIONAL CLIENT (PROFESSIONELLER KUNDE). 

8.7 Relai does not manage, control, or operate the Bitcoin blockchain, which operates in a decentralized manner governed by distributed consensus mechanisms. Relai is not liable for: (a) transaction confirmation delays due to network congestion or insufficient transaction fees, low fee prioritization by miners/validators and/or mempool backlogs or sustained high network activity; (b) blockchain forks (hard forks or soft forks), chain reorganizations, or protocol upgrades affecting transaction finality, asset characteristics or fungibility, and/or wallet compatibility; (c) changes in blockchain consensus rules, validation requirements, or mining/staking mechanisms; (d) transaction finality characteristics and the irreversible nature of confirmed blockchain transactions; (e) network fee fluctuations or changes in miner/validator behavior; (f) smart contract vulnerabilities, bugs, or failures in third-party protocols integrated with Bitcoin (e.g., Lightning Network, sidechains); PROVIDED THAT Relai has: (i) selected blockchain infrastructure and wallet implementations with commercially reasonable due diligence; (ii) communicated known material risks and technical limitations to the Client; (iii) not caused delays or errors through Relai’s own operational failures or negligence.

8.8 Relai engages third-party service providers (including payment processors, banking partners, custody providers, liquidity providers, and technology infrastructure providers) selected and monitored with commercially reasonable care in accordance with Swiss law standards and applicable FINMA requirements on outsourcing. Relai is not liable for losses directly and solely caused by: (a) payment service provider failures, errors, or technical disruptions where Relai complied with its obligations of due diligence in selection (sorgfältige Auswahl) and proper instruction (sorgfältige Instruktion) under Swiss law; (b) banking partner delays, insolvency, account freezes, or service disruptions beyond Relai’s control; (c) infrastructure failures affecting multiple service providers across broad geographic areas, including: – Cloud service outages (AWS, Azure, Google Cloud, etc.); – Internet backbone disruptions or DDoS attacks on core internet infrastructure; – DNS failures or CDN outages; (d) third-party API failures, rate limiting, or deprecation of services; (e) cybersecurity incidents affecting third-party providers where Relai implemented reasonable protective measures including: – Contractual security requirements; – Regular security audits or compliance reviews; – Incident response protocols; PROVIDED THAT Relai: (i) exercised reasonable due diligence in selecting such providers (Art. 101 CO); (ii) Implemented appropriate monitoring and contingency measures; (iii) Provided proper instructions and supervision; (iv) Complied with FINMA outsourcing requirements (where applicable).

8.9 Relai is not responsible for inability to provide Services or execute transactions where caused by: (a) legal and regulatory constraints; (b) Force Majeure events (höhere Gewalt), such as war, terrorism, civil unrest, natural disasters, pandemics, government actions beyond regulatory supervision, strikes, labor disputes, or industrial actions affecting Relai’s operations or critical service providers (where not limited to Relai’s own employees). Where reasonably possible and legally permitted, Relai will: (i) provide advance notice of Service suspensions or limitations; (ii) communicate the nature and expected duration of the disruption; (iii) seek to minimize impact on Business Clients’ operations; (iv) resume Services promptly once constraints are lifted.

8.10 While Relai makes commercially reasonable efforts to ensure availability and reliability of the Platform, Relai does NOT guarantee: (a) uninterrupted or error-free operation of the Services 24/7/365; (b) That the Services will meet all of the Client’s specific business requirements, operational expectations, or integration needs; (c) that all technical defects, bugs, or errors will be corrected immediately or within specific timeframes; (d) specific response times for customer support inquiries, except as separately agreed in a written Service Level Agreement (SLA); (e) compatibility with all third-party systems, software, APIs, or integrations the Client may use; (f) availability during periods of scheduled maintenance (although Relai will provide commercially reasonable advance notice). Relai is NOT liable for: (a) scheduled Maintenance; (b) minor technical issues (such as display errors, cosmetic interface glitches, or temporary UI/UX issues that do not result in financial loss; do not compromise account security or data integrity); (c) high demand periods; d) client-side issues; PROVIDED such issues do not result from Relai’s gross negligence (grobe Fahrlässigkeit), willful misconduct (Vorsatz) or breach of core obligations under Article, para 8.11.

8.11 TO THE EXTENT PERMITTED BY SWISS LAW, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” FOR BUSINESS CLIENTS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. Relai specifically disclaims: (a) implied warranties of merchantability (Marktgängigkeit); fitness for a particular business purpose (Tauglichkeit für einen bestimmten Zweck); non-infringement of third-party rights; (b) performance warranties regarding continuous availability, uptime percentages, or service continuity; accuracy, completeness, or reliability of market data, pricing information, or third-party data feeds; timeliness of order execution or transaction settlement; (c) business outcome warranties that the Services will meet the Client’s specific business, investment, or operational objectives; Bitcoin holdings will maintain or increase in value; the Client will achieve profitability, returns on investment, or specific financial goals; (d) technical compatibility warranties regarding compatibility with the Client’s existing or future IT systems, software, or business processes; future-proofing against technological changes or blockchain protocol updates; interoperability with third-party platforms, exchanges, or wallet solutions. This disclaimer does not affect warranties or representations that cannot be lawfully excluded under mandatory Swiss law (zwingendes Recht).

8.12 NOTHING IN THIS ARTICLE 8.12 SHALL EXCLUDE OR LIMIT RELAI’S LIABILITY FOR: 

(a) Death or personal injury damages arising from death or personal injury caused by Relai’s negligence (Fahrlässigkeit) or willful acts. 

(b) Fraud or fraudulent misrepresentation. Losses caused by fraud (Betrug), fraudulent misrepresentation, or intentional deception by Relai or its employees. 

(c) Gross Negligence or willful misconduct. All damages arising from Relai’s: (i) gross negligence (grobe Fahrlässigkeit); (ii) willful misconduct (Vorsatz/vorsätzliches Handeln); (iii) reckless disregard for Client interests. 

(d) Breach of Core Contractual Obligations (Kardinalpflichten) Relai remains fully liable for breach of the following core obligations, regardless of the degree of fault: (i) Asset Safeguarding: fiat funds in Relai’s control, or under Relai’s responsibility; implementing and maintaining industry-standard security measures for asset protection; segregating Client assets from Relai’s proprietary assets (where applicable); (ii) Order Execution: executing the Client’s exchange orders accurately and in accordance with the Client’s instructions; processing orders at the agreed pricing methodology (market rate, limit orders, etc.); providing confirmation of order execution in a timely manner; (iii) Deposits and Withdrawals: processing fiat deposits and withdrawals in accordance with these Terms; processing Bitcoin transfers to Client-designated wallet addresses; crediting Client accounts accurately and within reasonable timeframes; (iv) Security and Access: maintaining adequate cybersecurity measures to protect Client accounts and Platform infrastructure; implementing multi-factor authentication and access controls; detecting and preventing unauthorized access to Client accounts (where technically feasible); (v) AML/KYC Compliance: complying with obligations under the Swiss Anti-Money Laundering Act (GwG/LBA); implementing required KYB and transaction monitoring procedures; maintaining confidentiality of Client data except where disclosure is legally required; (vi) Transparency and Disclosure: providing accurate, complete, and timely information about: – Transaction terms, fees, and exchange rates before execution; material risks associated with crypto-asset transactions; changes to Service terms or fee structures (in accordance with Amendment provisions); disclosing conflicts of interest that may affect Service delivery; (vii) Data Protection: complying with the Swiss Federal Act on Data Protection (DSG/LPD); protecting Client personal and business data from unauthorized access, loss, or disclosure; processing personal data only for legitimate business purposes and in accordance with applicable law. For breaches of these core obligations, Relai shall be liable for all direct damages (direkter Schaden) the Client suffers as a foreseeable consequence of such breach, without application of the liability cap in Article 8.12b.

(e) Mandatory Liability Under Swiss Law. Any liability that cannot lawfully be excluded or limited under mandatory Swiss law (zwingendes Recht), including but not limited to: (i) articles 100 and 101 of the Swiss Code of Obligations (OR/CO); (ii) data protection liability under the Swiss Federal Act on Data Protection (DSG/LPD); (iii) any other statutory provisions protecting Business Clients that cannot be contractually waived.

Claims must be notified in writing to Relai AG ([email protected]) within twelve (12) months from the date the facts giving rise to the claim occurred or should reasonably have been discovered by the Client exercising ordinary diligence. This time limitation does not apply to: (i) claims based on fraud (Betrug) or willful misconduct (Vorsatz); (ii) claims that cannot be time-barred under mandatory Swiss law; (iii) claims for which Swiss law provides a longer statutory limitation period that cannot be contractually shortened.

Relai may amend this Addendum from time to time to align with: (i) regulatory changes (FINMA guidance, AML law updates, etc.); (ii) operational improvements or service enhancements; (iii) risk management requirements; (iv) arket developments in the crypto-asset sector. For any amendment that materially affects the Client’s rights or obligations under this Addendum: (a) Business Clients will be notified by email to the registered contact address at least seven (7) calendar days before the amendment takes effect; (b) the amended Addendum will be published on the Relai AG website (relai.app) and accessible via the Client’s account dashboard; (c) the notice email will: – Summarize the key changes; – Provide a link to the full amended Addendum; – Specify the effective date; – Inform the Client of their right to terminate the Contract if they do not accept the amendments. The Client may: (a) accept the amendments by continuing to use the Services after the effective date; OR (b) terminate the Contract in accordance with Article [X] (Termination) by providing written notice before the effective date.

Technical, administrative, or clarifying amendments that do not materially affect Client rights (e.g., corrections of typos, updates to contact information, formatting improvements) may be implemented without prior notice by publication on relai.app.

Regulatory Amendments:

Amendments required by law, court order, or regulatory directive (including FINMA orders) take effect immediately upon notice or as required by the applicable legal instrument, regardless of the notice period specified above.

Governing Law and Language:

This Addendum is governed by Swiss law. In case of conflict between language versions, the English version shall prevail for interpretation purposes.