Terms of Business

1. Introduction

Welcome to STG AG ("STG," "we," "our," or "us"), a Swiss technology service provider offering software and system solutions to help businesses streamline payments. These Terms of Business, together with our Privacy Policy and any documents expressly incorporated herein (collectively, these "Terms"), constitute a legal agreement between you and STG AG, a company incorporated under the laws of Switzerland, with its registered office at [Insert Registered Address], and govern your access to and use of our services, including our website (https://www.stablegate.com), technology platform, dashboard, APIs, and software development kits (collectively, the "Services").

By accessing or using the Services, you agree to be bound by these Terms. If you do not understand or agree to these Terms, please do not use the Services. If you are using the Services on behalf of a company or other legal entity, "you" includes you and that entity, and you represent and warrant that you are an authorized representative with the authority to bind the entity to these Terms.

2. Our Role

STG AG is a technology service provider, not a licensed financial institution, bank, payment institution, broker, or custodian. Our Services facilitate access to payment processing solutions by providing software and system interfaces that connect you with licensed third-party payment institutions or brokers ("Third-Party Providers"). These Third-Party Providers, not STG, are solely responsible for executing financial transactions, including payment processing, fund custody, or digital asset services. STG does not hold, transmit, or control your funds or digital assets.

You authorize STG to share your information and instructions with Third-Party Providers to facilitate the Services. By using the Services, you agree to comply with the terms and conditions of any Third-Party Provider whose services you access via our platform.

3. Privacy

We take your privacy seriously. Our Privacy Policy, available at https://stablegate.com/legal, describes how we collect, use, and protect your personal and business information. By using the Services, you consent to our privacy practices as outlined in the Privacy Policy, which may vary based on your location.

You agree to receive all communications, disclosures, and notices related to the Services electronically, including via email or the platform.

4. Eligibility

To use the Services, you must:

• Be at least 18 years old (if an individual) or a duly organized and validly existing entity under applicable law (if a business).
• Have the legal capacity to enter into these Terms.
• Not be a "Prohibited Person," defined as any individual or entity:
  • Subject to sanctions administered by the Swiss State Secretariat for Economic Affairs (SECO), the U.S. Office of Foreign Assets Control (OFAC), the European Union, or other governmental authorities.
  • Located in, resident of, or organized in a jurisdiction subject to comprehensive sanctions (e.g., as listed by SECO or OFAC).
  • Owned or controlled by such persons or entities.
  • Engaged in activities prohibited by these Terms or applicable law.
• Provide accurate, complete, and updated information when creating an account ("Account").

STG reserves the right to refuse or terminate access to the Services if you do not meet these eligibility requirements.

5. Account Creation and Security

To access the Services, you must create an Account by providing accurate information, including your name, email address, business details (if applicable), and a secure password. You agree to:

• Notify us immediately of any changes to your information or eligibility status.
• Maintain the security of your Account credentials and report any unauthorized access or security breaches to support@stablegate.com without delay.
• Use strong passwords combining upper- and lower-case letters, numbers, and symbols.

You are solely responsible for all activities on your Account. STG is not liable for losses resulting from unauthorized access unless caused by our gross negligence or willful misconduct. We may suspend, limit, or terminate your Account at our discretion if we suspect a security breach or violation of these Terms.

6. User Responsibilities

You agree to:

• Use the Services in compliance with all applicable laws, including Swiss financial regulations, anti-money laundering (AML), and counter-terrorist financing (CTF) laws.
• Provide accurate and truthful information to STG and Third-Party Providers.
• Not engage in prohibited activities, including but not limited to:
  • Providing false or misleading information.
  • Attempting to defraud STG, Third-Party Providers, or other users.
  • Using automation software, bots, or unauthorized tools to access or modify the Services.
  • Reverse engineering, decompiling, or copying the Services.
  • Introducing malicious code (e.g., viruses, trojans) to our systems.
• Cooperate with any verification requests, including providing identification documents (e.g., government ID, proof of address) for AML/CTF compliance.

Failure to comply may result in Account suspension, termination, or legal action.

7. Third-Party Providers

The Services connect you with Third-Party Providers for payment processing or other financial services. You acknowledge that:

• Third-Party Providers are solely responsible for their services, including transaction execution, fund custody, and compliance with financial regulations.
• You must review and agree to the terms and conditions of each Third-Party Provider.
• STG is not liable for any acts, omissions, or failures of Third-Party Providers, including delays, errors, or losses in transactions.
• Disputes with Third-Party Providers must be resolved directly with them, and you release STG from any related claims or damages.

8. Fees

You agree to pay all fees associated with your use of the Services ("Fees"), as disclosed on our platform or by Third-Party Providers. Prices are quoted in EURO (€), Swiss Francs (CHF), or any other fiat currency available for payment and include Swiss Value Added Tax (hereafter: VAT), if applicable. Fees may include transaction fees, service fees, or integration fees but exclude any fees charged by your bank or Third-Party Providers. All payment information you provide must be accurate and authorized for use.

You are responsible for any taxes applicable to your transactions, including collecting, reporting, and remitting taxes to the appropriate authorities.

9. Intellectual Property

STG and its licensors own all intellectual property rights in the Services, including software, content, trademarks, and designs. You are granted a limited, non-exclusive, non-transferable, non-sublicensable license to use the Services for your internal business purposes, subject to these Terms.

Any data, content, or feedback you provide ("User Input") is non-confidential, and you grant STG a perpetual, irrevocable, worldwide license to use, store, and distribute User Input for any legal purpose, including improving the Services. Feedback becomes STG's exclusive property.

You may not:

• Copy, modify, distribute, or create derivative works from the Services without our written consent.
• Use STG's trademarks, logos, or branding without permission.
• Attempt to access or extract data from the Services using unauthorized tools (e.g., scrapers, bots).

10. Disclaimer and Limited Liability

The Services are provided "AS IS" and "AS AVAILABLE," without warranties of any kind, express or implied, including merchantability, fitness for a particular purpose, or non-infringement. STG does not guarantee the accuracy, reliability, or uninterrupted availability of the Services.

To the maximum extent permitted by Swiss law, STG, its affiliates, officers, directors, employees, and agents ("STG Entities") shall not be liable for:

• Indirect, incidental, special, consequential, or punitive damages (e.g., loss of profits, data, or business interruption) arising from your use of the Services.
• Any damages exceeding the greater of CHF 100 or the Fees you paid to STG in the six months preceding the claim.

These limitations apply regardless of the legal theory (contract, tort, or otherwise) and even if STG was advised of the possibility of such damages. If Swiss law prohibits these limitations, you may have additional rights.

11. Indemnification

You agree to indemnify, defend, and hold harmless STG Entities from any third-party claims, losses, damages, or expenses (including reasonable legal fees) arising from:

• Your breach of these Terms.
• Your use or misuse of the Services.
• Your violation of applicable laws or regulations.
• Your negligent or willful misconduct.

This provision survives the termination of these Terms.

12. Dispute Resolution

12.1 Informal Resolution

In the event of a dispute, you and STG agree to first attempt to resolve it informally by contacting the other party and making a good faith effort for 30 days before pursuing formal proceedings.

12.2 Governing Law and Jurisdiction

These Terms are governed by the laws of Switzerland, without regard to conflict of law principles. Any disputes not resolved informally shall be submitted to the exclusive jurisdiction of the courts of the Canton of Zug, Switzerland, except where Swiss law permits alternative venues (e.g., for consumer claims).

12.3 No Arbitration

Unlike some service providers, STG does not mandate arbitration. Disputes will be resolved in court, unless otherwise agreed in writing.

13. Termination

STG may suspend, limit, or terminate your Account or access to the Services at our sole discretion, with or without notice, for any reason, including suspected breaches of these Terms. Upon termination:

• Your license to use the Services ends immediately.
• You remain liable for any obligations incurred prior to termination.
• STG may retain your Account information as permitted by law.

You may terminate your Account by contacting us at support@stablegate.com. Termination does not affect surviving provisions (e.g., indemnification, intellectual property).

14. Miscellaneous

14.1 Electronic Communications

You consent to receive all disclosures electronically via email or the platform. Swiss residents may request paper copies by contacting support@stablegate.com. You must maintain a valid email address and notify us of changes via your Account settings.

14.2 Severability

If any provision of these Terms is found unenforceable, it shall be severed, and the remaining provisions shall remain in full force.

14.3 Force Majeure

STG is not liable for delays or failures in providing the Services due to events beyond our reasonable control, including natural disasters, war, or internet outages.

14.4 Assignment

You may not assign your rights or obligations under these Terms without STG's prior written consent. STG may assign its rights or obligations without your consent.

14.5 Modifications

We may update these Terms at our discretion, with material changes notified via email or the platform. Continued use after updates constitutes acceptance. The updated Terms will be posted at https://stablegate.com/legal with a revised "Last Updated" date.

14.6 Compliance with Laws

You agree to comply with all applicable laws, including Swiss AML/CTF regulations and export controls. Non-compliance may result in Account suspension or termination.

14.7 Contact Us

For questions or support, contact us at: