TERMS AND CONDITIONS RELAI EU

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 EU SASU, a company organized and existing under the laws of France, under company registration number (SIRET) 93481406200014 whose registered office is located at Rue de Lyon 61, 75012 in Paris (hereinafter “we”, “us”, “our” or “Relai”).

Relai is registered as a Crypto-Asset Services Provider (CASP) with the Autorité des Marchés Financiers (AMF) under registration number A2025-006. The AMF is established at Place de la Bourse 17, 75082 Paris Cedex 02, France. 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/CFT 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, as defined in the introductory article of the French Consumer Code (Under Article L. 121-1), in accordance with the definition provided under Article 2(1) of Directive 2011/83/EU of the European Parliament and of the Council on consumer rights, who acts for purposes outside the scope of their commercial, industrial, artisanal, liberal, or agricultural activity.
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 (Euro/EUR); (ii) the access to a self-custodial wallet application, enabling the Client to create and manage a personal bitcoin wallet to retain full control and responsibility for their private keys and funds. In this regard, the Client is informed that Relai is a crypto asset service provider (“CASP”) registered with the Financial Market Authority (“AMF”) for the purpose of providing the Services on Bitcoin. As registered CASP, the legal regime of relations between Relai and the Client is that of the provisions set out in the Regulation 2023/1114 of the European Parliament and of the Council of 31 May 2023 on markets in 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.

The Terms may be updated by Relai at any time without any prior notice requirement. For any amendment that materially affects your rights or obligations under these Terms, we will: 1) send you written notice via email to your registered email address at least 30 days before the effective date of the amendment; 2) publish the updated Terms on our Site with clear indication of: (i) the effective date of changes; (ii) summary of key changes (where practicable); 3) provide the notice in a clear and comprehensible manner, highlighting the specific provisions that have changed.

If you do not wish to accept a material amendment, you have the right to: 1) terminate these Terms and close your account without penalty or termination fees before the effective date of the amendment; 2) contact our customer support at [email protected] if you have questions about the amendments or need assistance with account closure. To exercise this right, you must notify us in writing via email before the effective date stated in our notice.

If you continue to use the Services after the effective date stated in our notice; OR execute any transaction through the Platform after such effective date; OR do not notify us of your rejection before the effective date, you will be deemed to have accepted the amended Terms, which will govern your use of the Services from the effective date forward.

The current version is published on the Site. These Terms are drafted in English and translated to French, German, and Italian. In case of conflict, the English version shall be the binding version, unless otherwise required by mandatory consumer protection laws under French law.

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 at a fixed price (the “Relai Price”) 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 euros (EUR).

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-factor authentication: 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 the Client. Once a Client has verified the 3 factors above, the Client 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.

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 ii) for Sale Orders, the amount they intend to be sold. Orders are processed exclusively under predefined conditions, without any possibility for the Client to customize specific parameters. Prices are set in accordance with the Relai EU Pricing Policy.

Relai facilitates the direct sale of bitcoin from its own pre-allocated reserves. Payouts to the Client’s self-custodial wallet are processed in scheduled batches. Depending on blockchain network activity and internal processing schedules, it may take several hours for the bitcoin to arrive in the Client’s 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 the risk disclosures ; 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 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.).

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 Apps to sell bitcoin only if the cumulated 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 Wallet. The Client then places a binding order to sell bitcoin to Relai. In order to make such a binding offer, the customer must a) fill in the necessary data on the respective screens in a valid and correct manner and b) confirm with the “Sell Now” button. The Relai Price displayed at that moment is fixed and firm.

The transaction is conditional upon the Client promptly initiating the bitcoin transfer from the Wallet specified in the Order and such transfer receiving at least three (3) on-chain confirmations. The transfer must be broadcast in the mempool within four (4) hours of Order Confirmation.

If the bitcoin amount received by Relai does not exactly match the amount specified in the Order or if the transfer is not made from the wallet specified in the Order, the Order will be automatically canceled. Any bitcoin received will be returned to the Client, net of applicable network fees.

If no matching transfer is received within the four (4) hour period, the Order will automatically lapse without being processed.

Once the transfer is confirmed on-chain, Relai settles the corresponding fiat amount to the Client’s designated IBAN at the fixed Relai Price agreed at Order Confirmation.

The Client understands and acknowledges that there may be a delay between Order Confirmation and final settlement, depending on blockchain network conditions and banking processes, but the Relai Price does not change.

When creating a sale 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 selling bitcoin to 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, in accordance with Applicable Law and internal risk assessment..

6.5 PRICE AND BUY/SELL MODEL

6.5.1 Price determination

Relai determines the purchase and sale prices (the “Rates”) offered to Clients entirely at its own discretion, using a proprietary methodology that aggregates external market data and applies Relai’s internal spreads, and fees. The Rates and pricing methodology are indicated in the Pricing Policy available in the Apps.

At the moment the Client confirms an Order in the App (the “Order Confirmation”), the Rate displayed becomes final, firm and binding, provided that the Client’s payment is received within the deadlines and conditions set out below.

6.5.2 Buy/sell model & methodology disclaimer

BBy placing an Order, the Client acknowledges and accepts that:

(a) Relai acts exclusively as principal and not as broker or agent. Client Orders are filled directly against Relai’s own inventory and are not routed to or carried out on any trading venue or exchange.

(b) The Client may expressly accept the Order by confirming in the App, or expressly reject it within the time period indicated by Relai. Where the Client has opted to use recurring purchases, and has expressly agreed to receive Relai Prices by in-app notification and/or email, the absence of an express rejection within the indicated time period shall be deemed acceptance by the Client, and the Order shall become definitive at the Relai Price communicated. The Client acknowledges that it is solely responsible for monitoring such notifications or emails and for rejecting any Order it does not wish to execute. Relai shall bear no liability for any Order deemed confirmed due to the Client’s failure to review or reject within the indicated time period.

Nothing in these Terms shall be construed as an obligation for Relai to apply other methodology than provided in the Pricing Policy or to align its Rates with those observable on external markets.

6.5.3 Suspension of Quotes & Orders

Relai may temporarily suspend the display of firm prices, the application of its pricing methodology, or the acceptance or processing of a mandate to buy or sell in any of the following situations (“Exceptional Market or Operational Conditions”):

Market-data outage: none of Relai’s reference venues provide reliable or timely price feeds.
Excessive latency in price feeds that exceeds Relai’s predefined tolerance thresholds.
Periods of extreme volatility or market stress that render the standard spread or methodology inadequate.
Regulatory intervention: prohibitions, trading halts or other supervisory measures imposed by a competent authority.
Technological failure or technical unavailability of Relai’s App or core systems (e.g., maintenance, system overload, force-majeure IT incident) that prevents accurate quote generation.
Risk-management suspensions: Relai reaches internal risk limits.

During any such suspension, Relai may, at its discretion, (a) defer processing until normal conditions resume or (b) reject the mandate to buy/sell and refund the Client. Clients will be informed through in-app notification or e-mail as soon as practicable.

6.5.4 Order completion and payment processing in purchase process

General. Each purchase Order becomes definitive at the moment of Order Confirmation by the Client in the App. The Relai Price displayed at that time is fixed and firm. Relai will execute the delivery of bitcoin once it has effectively received the corresponding payment.

Payment must be received and credited to Relai’s designated bank account within ninety-six (96) hours from the deemed or express Order Confirmation; otherwise, the Order will be automatically canceled without execution and without liability to Relai. The Client acknowledges that it is solely responsible for initiating the payment in due time and that any delays, errors, or charges resulting from the Client’s bank or payment service provider remain at the Client’s risk. If the Order is canceled for non-receipt of funds within the applicable deadline, Relai shall have no obligation to execute the Order at the originally confirmed Relai Price, and the Client will be required to submit a new Order to continue using the Service.

Payments must come from the IBAN specified in the Apps. If the payment amount or IBAN does not exactly match the Order confirmed by the Client, the Order will be automatically canceled. Any funds received will be refunded to the Client, net of any applicable bank charges.

Recurring purchases. For recurring purchases, at each scheduled occurrence Relai will generate and communicate to the Client a new Relai Price, together with applicable fees and key order details. This will be sent by in-app notification and/or email (at the Client’s choice) at the periodicity selected by the Client (daily, weekly, or monthly).

The Client may expressly accept the Order by confirming in the App, or expressly reject it within the time period indicated by Relai. Where the Client has opted to use recurring purchases, and has expressly agreed to receive Relai Prices by in-app notification and/or email, the absence of an express rejection within the indicated time period shall be deemed acceptance by the Client, and the Order shall become definitive at the Relai Price communicated.

The Client acknowledges that it is solely responsible for monitoring such notifications or emails and for rejecting any Order it does not wish to complete. Relai shall bear no liability for any Order deemed confirmed due to the Client’s failure to review or reject within the indicated time period.

6.6 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.

6.7 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.

6.8 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 obligations 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 Relai Price (including applicable fees) and the conditions under which an Order becomes definitive.

Recurring Purchase Mandate. By activating a recurring Purchase Order, the Client authorizes Relai to generate and communicate the applicable Relai Price and order details at the scheduled periodicity (daily, weekly, or monthly). The Relai 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 and will become definitive at the Relai Price communicated. The confirmed Relai Price will also be disclosed in the post-trade receipt provided to the Client once the transaction has been settled.

7.2 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 quoted Relai 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 thEach 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 charged separately.

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

Relai’s service fee;
a margin applied by Relai, from which Relai earns revenue; and
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

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. Different provisions apply depending on your client classification. This Article 12 applies to Retail Clients (consumers). For Business Client please refer to the Annex I – Business Clients Addendum below.

We are not liable for losses arising from Market Risk factors, such as (i) 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; (ii) 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; (iii) lack of liquidity or trading volume in crypto-asset markets affecting available pricing; (iv) 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 is a decentralized system operating independently of any single entity. We are not liable for losses directly and solely caused by: (i) confirmation delays (transaction confirmation delays on blockchain networks due to network congestion, increased activity, or changes in mining/validation priorities); (ii) protocol changes (blockchain forks, protocol updates, consensus changes, or network upgrades affecting transaction finality or asset characteristics); (iii) network limitations (technical characteristics or limitations inherent to blockchain architecture that affect transaction speed, cost, or reversibility); (iv) transaction finality (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.

We engage third-party service providers (including payment processors, banking partners, and technology infrastructure providers) that we select with reasonable due diligence. We are not liable for losses directly and solely caused by payment service provider technical failures where we complied with our obligations in selecting and instructing such providers under PSD2 or 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; (ii) we implemented appropriate monitoring and contingency measures; (iii) we complied with our obligations in instructing such providers; (iv) the failure was not foreseeable or preventable through reasonable alternative arrangements.

We are not responsible for our inability to provide Services or execute transactions where:

Applicable laws, regulations, or court orders prohibit us from doing so;
Regulatory authorities (including AMF) order suspension or restriction of our activities;
Compliance with sanctions lists, anti-money laundering requirements, or counter-terrorism financing rules prevents the transaction;
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.

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. In particular, we are NOT liable for: (i) scheduled maintenance (temporary unavailability due to scheduled maintenance, where we provide advance notice through the Platform or email); (ii) minor technical issues (such as, i.e., display errors, or temporary interface issues that do not result in financial loss or prevent order execution); (iii) high demand periods, which could cause 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 or breach of our core obligations to execute your orders.

You acknowledge and accept responsibility for: a) security obligations (i.e. keeping your login credentials, passwords, two-factor authentication codes, and recovery phrases strictly confidential; using secure devices and internet connections when accessing the Platform; installing and maintaining up-to-date security software (antivirus, firewall) on devices used to access your account; not sharing account access with third parties); b) monitoring and reporting (i.e. regularly reviewing your account for unauthorized activity; verifying all transaction details before confirming orders, and notifying us via [email protected] of any suspected security incidents, unauthorized transactions, or account compromises; c) compliance and accuracy ( i.e. ensuring your use of Services complies with applicable laws in your jurisdiction, and providing accurate, complete, and up-to-date information during registration and ongoing use). In cases of contributory fault, liability shall be apportioned based on the respective degrees of fault of each party, as determined under French law principles.NOTHING IN THESE TERMS SHALL EXCLUDE OR LIMIT OUR LIABILITY FOR: 1) death or personal injury caused by our negligence; 2) fraud or fraudulent misrepresentation; 3) gross negligence (faute lourde) or willful misconduct (dol); 4) breaches of our core obligations listed in subsection (a) above – we remain fully liable for direct losses; 5) loss of crypto-assets or fiat funds during the exchange process caused by our operational failures or security breaches; 6) violations of your rights as a consumer under mandatory French consumer protection law (Code de la consommation); 7) breaches of GDPR resulting in loss or unauthorized disclosure of your personal data; or 8) any other liability that cannot lawfully be excluded or limited under French law, EU regulations, or MiCA.

15. COMPLIANCE WITH LEGAL REPORTING OBLIGATION

Except in cases of willful misconduct or gross negligence, the Client releases Relai from any liability related to the reporting of information to tax authorities in compliance with the requirements under Legislative Decree No. 32 of March 8, 2023, implementing Directive (EU) 2021/514 (commonly known as “DAC8”). This reporting may include details about transactions in crypto-assets and e-money, including but not limited to: identification of Account Holders and Controlling Persons, transaction details, account balances, and other relevant information as defined by the applicable Crypto-Asset Reporting Framework (CARF) and related regulations. The Client further agrees to indemnify Relai from any claims or adverse consequences resulting from the fulfillment of these mandatory reporting obligations.

16. 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.

17. DATA PROTECTION AND SECURITY

To provide Services under this Agreement, we are required to collect personal data about you. Under data protection laws, we are considered the “data controller” for the personal data of the Client. For more information on how we use your personal data, please refer to our Privacy Policy available on the Site.

By accepting these Terms, the Client authorizes us to collect, process, and store their personal data for the purpose of delivering Services. This does not affect the rights and obligations of the Client or Relai under applicable data protection laws.

The Client may withdraw their consent by closing their Client Account, which will terminate the agreement between the Client and Relai. If the Client takes this step, we will cease using the Client’s personal data for the purpose of providing Services. However, we may still need to retain certain data to comply with applicable legal or regulatory requirements.In all cases, Relai will collect, process, and store personal data in compliance with the applicable data protection laws, including the General Data Protection Law (“GDPR”).

18. 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 Client does not receive a response within thirty (30) days, or if the response is not fully or partially favorable to the Client, or if the acceptance of the complaint has not been implemented, the Client may refer the matter to the AMF Ombudsman as provided in the same Clients Complaints Handling Policy. Information on contacting the ombudsman, including contact details, is provided in the Client Complaints Handling Policy, and Relai will cooperate fully with any further procedures as required.

This right applies to all disputes arising from services provided by Relai and cannot be waived. The ADR procedure does not preclude the Client’s right to judicial remedies.

19. APPLICABLE LAW AND JURISDICTION

These Terms and the use of the Site and the App will be governed by, and construed and enforced in accordance with the laws of France without giving effect to any choice or conflict of law provision or rule. Any dispute arising between the Client and Relai in connection with this Agreement shall fall under the jurisdiction of either the court of the Relai’s registered office (Paris, France) or, alternatively, the court of the Relai’s secondary office, where applicable, at the choice of the claimant, with the exclusion of any other jurisdiction. If there is no secondary office, the court of the Relai’s registered office shall have exclusive jurisdiction. If the Client qualifies as a Consumer, the competent court shall be the court of the Client’s place of residence or elected domicile.

ANNEX I: RELAI EU BUSINESS ADDENDUM

1. INTRODUCTION AND DEFINITIONS

Relai EU 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 EU Terms & Conditions (“Relai EU Business 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 EU 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 EU 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 EU” means Relai EU SASU, a company incorporated in France, with a registered office at Rue de Lyon 61, 75012 Paris.

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

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

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

“UBO” means Ultimate Beneficial Owner as defined by EU AML legislation.

“Duration of Service” means the period during which Relai EU 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 EXCLUSIONS

2.1 Eligible Clients

Relai EU Business Services are available exclusively to legal entities that: (i) are registered within the European Economic Area (EEA); (ii) hold a professional bank account, maintained for at least twelve (12) months; (iii) have a transparent ownership structure up to natural persons.

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

2.2 Exclusions

Relai EU does not onboard or maintain relationships with:

foundations, associations, or trusts, due to opacity of ownership;
entities under insolvency, liquidation, or regulatory sanctions;
entities failing to provide tax or social contribution certificates;
entities operating in prohibited sectors per Relai EU’s internal risk classification (including gambling, arms, unlicensed financial intermediation, or operations linked to sanctioned jurisdictions).

3. OBLIGATIONS TO THE BUSINESS CLIENT

The Relai EU Business Client undertakes to:

provide complete, accurate, and current information during onboarding;
notify Relai EU immediately of any changes to ownership, governance, solvency, or business activities;
cooperate with periodic KYB reviews or revalidation requests;
ensure that all documents and declarations are authentic and up to date;
maintain an internal approval framework for Bitcoin investments and provide related resolutions or board authorizations upon request.

The Client represents and warrants that:

it is duly incorporated and validly existing under the laws of its jurisdiction;
it has full corporate power and internal approvals to enter into transactions with Relai EU;
it possesses sufficient funds to meet its obligations;
it uses the Account exclusively for business purposes.

Failure to comply with these obligations may result in suspension or termination of the relationship.

4. ONBOARDING PROCESS

The onboarding process comprises the following stages:

Preliminary assessment: review of company activity, sector, and purpose of Bitcoin use (treasury, reserve, or payment-related).
Document collection: corporate identification, governance, UBOs, financials, and tax compliance proofs.
Verification & scoring: solvency analysis, adverse media review, PEP and sanctions checks.
AML Questionnaire: detailed review of business activity, expected volume, and source of funds.
Approval: KYB file validation via Relai’s Approval Matrix (Compliance, Risk, Finance, CRM).

As part of the onboarding process, Business Clients must complete a KYB questionnaire, providing information on their corporate structure, financial soundness, and source of funds. The information collected through the questionnaire forms an integral part of the Client’s KYB file and is used exclusively for compliance and regulatory purposes. Relai EU may refuse or delay onboarding if the Client’s file is incomplete or fails to meet the required due diligence standards.

Relai processes and retains records of all onboarding activities, including KYC verification data, organizational linkages, and acceptance timestamps, in accordance with applicable AML/KYC regulations and for the duration required by French law (currently 5 years post-relationship).

5. ENHANCED AML/CFT AND KYB REQUIREMENTS

In compliance with French standards, Relai EU conducts an enhanced KYB and AML verification process, which includes: (i) verification of corporate identity and legal existence; (ii) review of governance, beneficial ownership, and financial soundness; (iii) verification of the source of funds and business purpose; (iv) sectoral risk classification and exclusion of prohibited sectors; (v) screening against sanctions, PEP, and adverse media lists.

Clients must provide all information and documents requested for these verifications and cooperate fully with Relai EU throughout the process. Relai EU may suspend or refuse onboarding if any requirement is not met.

6. SPECIFIC TERMS APPLICABLE TO BUSINESS CLIENTS

6.1. Liability

This Article supplements and, where applicable, replaces Article 14 (“Limitation of Liability”) and Article 16 (“Force Majeure”) of the Relai EU Terms & Conditions in respect of Business Clients. In the event of inconsistency, this Article shall prevail for Business Clients. To the maximum extent permitted by law, Relai EU, 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 Relai’s willful misconduct or gross negligence (“faute lourde”).

All Services are provided on an “as is” and “as available” basis, without any warranty of merchantability, fitness for a particular purpose, or non-infringement. Relai does not guarantee uninterrupted or error-free operation of its Apps, Website, or interfaces, nor the continuous availability of Bitcoin liquidity or external market data.

6.2 Excluded damages

Except in cases of fraud, willful misconduct, or gross negligence, Relai shall not be liable for:

indirect, incidental, special, punitive, or consequential damages;
loss of profits, revenues, turnover, production, goodwill, or reputation;
loss or corruption of data or private keys;
loss of opportunities or expected savings; or
any reduction in the market value of Bitcoin, whether foreseeable or not.

This exclusion applies whether the claim is based on contract, tort, or any other legal ground.

6.3 Limitation of liability

Subject to last subsection of this Article, your total aggregate liability to you for any and all claims arising from or related to the Services during any 12-month period shall not exceed the greater of: a) the amount of fees you paid to Relai during the 12 months immediately preceding the event giving rise to the claim; or b) EUR 50,000. These limitations apply separately to each distinct cause of action or claim.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, RELAI SHALL NOT BE LIABLE FOR: a) loss of profits, business opportunities, revenue, or anticipated savings; b) loss of or damage to business reputation or goodwill; c) loss of data (except personal data where we have breached GDPR obligations); d) loss of business contracts or relationships; e) costs of procuring substitute services; f) any indirect, incidental, special, punitive, exemplary, or consequential damages; EVEN IF RELAI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

We are not liable for losses arising from: a) market factors (diminution in value of crypto-assets due to market volatility, price fluctuations, or adverse market conditions); b) changes in market liquidity, trading volumes, or depth; c) slippage between indicative pricing and execution pricing due to market movements; d) your business decisions, investment strategies, or trading timing; e) opportunity costs from delayed transactions due to market conditions; e) tax consequences of your transactions, including capital gains, VAT, or other tax liabilities, or changes in tax treatment of crypto-assets in your jurisdiction; f) regulatory classification changes affecting your business operations;

YOU ACKNOWLEDGE THAT CRYPTO-ASSETS ARE HIGHLY VOLATILE AND YOU ASSUME ALL MARKET RISK AS A PROFESSIONAL CLIENT.

WE DO NOT MANAGE, CONTROL, OR OPERATE THE BITCOIN BLOCKCHAIN, which operates in a decentralized manner governed by distributed consensus mechanisms. We are not liable for: a) transaction confirmation delays due to network congestion or low fee prioritization; b) blockchain forks, chain reorganizations, or protocol upgrades; c) changes in blockchain consensus rules or validation requirements; d) transaction finality characteristics and irreversibility of confirmed transactions; e) network fee fluctuations or changes in miner/validator behavior; f) smart contract vulnerabilities or failures on third-party protocols; PROVIDED we have: (i) selected blockchain infrastructure with commercially reasonable due diligence; (ii) communicated known risks and limitations; (iii) not caused delays through our operational errors.

We engage third-party service providers that we select and monitor with commercially reasonable care. We are not liable for losses directly and solely caused by: a) payment service provider failures where we complied with our selection and instruction obligations under PSD2; b) banking partner delays, insolvency, or service disruptions; c) infrastructure failures affecting multiple service providers (cloud services, internet infrastructure); third-party API failures or rate limiting; d) cybersecurity incidents affecting third-party providers where we implemented reasonable protective measures.

We are not responsible for our inability to provide Services or execute transactions where a) legal and regulatory constraints (i.e. applicable laws or regulations prohibit us from doing so; regulatory authorities order suspension or restriction of our activities; compliance with sanctions, anti-money laundering, counter-terrorism financing, or other legal requirements prevents the transaction; changes in regulatory interpretations or guidance require us to modify or discontinue Services or court orders or legal proceedings restrict our operations); force majeure events (i.e. war, terrorism, civil unrest, or armed conflict; natural disasters, pandemics, or public health emergencies; government actions, strikes, or labor disputes affecting our operations or service providers; telecommunications failures, internet outages, or cyber-attacks affecting broad infrastructure; energy supply disruptions or critical infrastructure failures). Where reasonably possible, we will provide advance notice and seek to minimize disruption to your business operations.

While we make commercially reasonable efforts to ensure availability and reliability of the Platform, WE DO NOT GUARANTEE: a) uninterrupted or error-free operation of the Services 24/7/365; b) that the Services will meet all your specific business requirements or expectations; c) that all technical defects will be corrected immediately or within specific timeframes; d) specific response times for customer support inquiries (except as separately agreed in writing); e) compatibility with all third-party systems, software, or integrations you may use.

WE ARE NOT LIABLE FOR a) temporary unavailability due to scheduled maintenance (where we provide commercially reasonable advance notice); b) minor technical glitches or display errors that do not result in financial loss or prevent order execution; c) delays in processing transactions during periods of exceptionally high demand, provided we take commercially reasonable steps to scale capacity; d) performance degradation due to your usage patterns exceeding normal commercial parameters; PROVIDED such issues do not result from our gross negligence, willful misconduct, or breach of our core obligations to execute your exchange instructions according to your orders.

TO THE EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” FOR BUSINESS CLIENTS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. We disclaim all implied warranties, including but not limited to: a) implied warranties of merchantability or fitness for a particular business purpose; b) warranties regarding continuous availability, accuracy, or reliability of the Services; c) warranties that the Services will meet your specific business, investment, or operational objectives; d) warranties regarding compatibility with third-party systems or future-proofing.

NOTHING IN THESE TERMS SHALL EXCLUDE OR LIMIT OUR LIABILITY FOR: 1) death or personal injury caused by our negligence; 2) fraud or fraudulent misrepresentation; 3) gross negligence (faute lourde) or willful misconduct (dol); 4) breaches of our core obligations; 5) loss of crypto-assets or fiat funds during the exchange process caused by our operational failures or security breaches; 6) any other liability that cannot lawfully be excluded or limited under French law, EU regulations, or MiCA.

6.4 Time limitation for claims

Any claim by a Relai EU Business Client must be notified in writing to Relai EU within twelve (12) months from the date the facts giving rise to the claim occurred. After this period, the claim shall be time-barred and no legal action may be initiated.

6.5 No set-off

The Relai EU Business Client unconditionally and irrevocably waives any right to set off, withhold, or otherwise offset its liabilities against any claim or receivable it may have towards Relai EU or any of its affiliates.

7. MODIFICATIONS AND UPDATES

Relai EU may amend this Addendum to align with regulatory or operational changes. For any amendment that materially affects your rights or obligations under these Terms, Clients will be notified by email, and the latest version will always be available on the Site.