Legal

4. Services Provided

Our core service is treasury and settlement orchestration. In practice, that means we receive settlement funds from your upstream acquirers and payment networks into dedicated or pooled IBAN accounts, hold those funds securely, and move them according to your instructions — optimising the timing, currency, and routing of your treasury in the process.

We support multi-currency treasury management across EUR, GBP, and USD. We also support conversion between fiat currencies and the stablecoins USDC and USDT, but only as a treasury efficiency tool — to improve settlement speed, reduce cross-border costs, or manage liquidity across regions. We do not take proprietary positions in stablecoins or any other asset. We do not speculate. We do not engage in lending, rehypothecation, yield generation, or proprietary trading using Client Settlement Funds. Every conversion we execute is tied to a specific client instruction and a specific operational purpose.

Outgoing payments from your Managed Accounts go only to pre-approved beneficiaries — typically regulated crypto exchanges for conversion purposes, or your own designated settlement accounts for payouts. We maintain a strict approved-beneficiary framework and do not process ad-hoc outbound payments to unknown parties.

We also provide reporting: transaction histories, account statements, and treasury summaries through the Platform.

XSettle does not act as fiduciary, trustee, custodian, or investment manager in relation to Virtual Assets. XSettle does not provide investment advice, financial advice, tax advice, legal advice, or regulated investment services.

5. Eligibility and Onboarding

Our services are available only to legal entities and not to individuals. XSettle provides treasury and settlement orchestration services to business clients operating legitimate commercial activities.

Settlement Funds routed through XSettle must originate exclusively from regulated financial institutions, payment service providers, acquirers, electronic money institutions, card schemes, or other counterparties approved by XSettle under its AML/CFT framework.

Clients whose activities involve regulated financial services warrant that they hold and will maintain all licences, registrations, and authorisations required in their operating jurisdictions and will comply with all Applicable Laws relevant to their business activities. Clients shall promptly provide any information, documentation, source-of-funds evidence, source-of-wealth information, or enhanced due diligence materials reasonably requested by XSettle.

We do not onboard businesses based in countries that we have designated as non-serviceable under our AML/CFT Policy — a list that includes sanctioned states and high-risk jurisdictions identified by FATF and the Swiss State Secretariat for Economic Affairs (SECO). We also do not serve businesses that operate in certain prohibited sectors, including unlicensed gambling, adult content, weapons dealing, and other activities listed in our AML/CFT Policy.

Before we activate your account, you must complete our KYB (Know Your Business) onboarding process. This involves providing company documentation, identifying your beneficial owners and authorised signatories, confirming your regulatory licence, telling us about your business model, and certifying that your own AML programme meets the minimum standards we require. We take this process seriously — it is both a legal obligation for us and a foundation of the trust on which our relationship is built.

We reserve the right to decline any application without giving reasons. We will always act in good faith, but commercial and regulatory considerations may make a particular relationship inappropriate for us even if your business is entirely legitimate.

Once onboarded, you are required to cooperate with our periodic reviews — every two years for standard-risk clients, every year for higher-risk clients. You are also required to notify us within 14 days of any material change to your beneficial ownership, your regulatory licence, your primary business activities, or the upstream counterparties who send settlement funds to us on your behalf. If you go through an acquisition, a restructuring, or a regulatory investigation, we need to know. Keeping us informed allows us to keep your account running smoothly.

6. Settlement Funds and Treasury Operations

Your Settlement Funds belong to you. At all times, we hold and manage them on your behalf — not as our own assets. We do not mix Client Settlement Funds with XSettle’s corporate operating funds. We do not invest your funds speculatively. We do not use your funds for any purpose other than the treasury operations you have instructed.

Managed Accounts are operational treasury accounts — they are not bank deposit accounts under the Swiss Banking Act. Nothing in these Terms shall be interpreted as creating a banking relationship between XSettle and the Client. XSettle acts solely as a technical and operational treasury orchestrator and does not accept public deposits within the meaning of the Swiss Banking Act. Client Settlement Funds are held exclusively with licensed banking partners and are processed solely in connection with regulated payment flows. XSettle may refuse, delay, suspend, or subject to enhanced review any Treasury Instruction where required by Applicable Laws, Sanctions Laws, AML/CFT controls, banking partner requirements, operational security considerations, or internal risk management policies.

Where pooled operational accounts are used, XSettle maintains internal ledger segregation and reconciliation records identifying each Client’s beneficial interest in Settlement Funds.

The treatment of Settlement Funds in the event of the insolvency of a banking partner may depend on applicable insolvency law, account structures, and the specific safeguarding arrangements implemented by the relevant banking partner. Clients acknowledge that the treatment of Settlement Funds may depend on the legal and operational structure implemented by the relevant banking partner.

This means your balances are not covered by the Swiss depositor protection scheme (esisuisse) unless we have specifically confirmed otherwise in your Service Agreement. We work with licensed, regulated banking partners, but the protection available for funds in those accounts depends on the arrangements in place with that specific banking partner, which we will explain to you clearly in your onboarding documentation.

When you send a Treasury Instruction, we will execute it as promptly as we reasonably can. That said, every instruction passes through our compliance controls: we check that the beneficiary is on your approved list, we screen for sanctions, and we apply dual-authorisation requirements for larger transfers. If an instruction does not pass these checks, we will contact you. We are not liable for delays that result from the application of these necessary controls.

When you instruct a fiat-to-stablecoin conversion, we execute it through our approved VASP counterparties and apply blockchain analytics screening to every transaction. Conversion rates are market-determined — we do not guarantee a particular rate. All conversions are for treasury purposes only and are matched to a specific instruction from you.

7. Fees and Payment

Our fees are set out in your Service Agreement. Unless stated otherwise there, they are charged monthly in arrears, are exclusive of Swiss VAT and any other applicable taxes, and are due within 14 days of the invoice date.

If an invoice is not paid by the due date, interest accrues at the applicable Swiss statutory rate for commercial debts from that date until actual payment. If an invoice remains unpaid for more than 30 days after the due date, we may suspend your account on 10 days’ written notice while the amount remains outstanding.

We review our fees annually. Any increase will be communicated to you at least 60 days before it takes effect. If you do not accept a fee increase, you can terminate the Service Agreement on 30 days’ notice, which means the increased fee will not apply to you.

If you owe us money, we may — after giving you at least 5 business days’ written notice — set off that amount against Settlement Funds held in your Managed Accounts. We will always tell you before we do this, and we will not use set-off as a first resort.

All fees paid to XSettle are non-refundable unless otherwise agreed in writing.

8. Regulatory Compliance Obligations

As a Swiss financial intermediary affiliated with the VQF SRO, we operate under the Swiss Anti-Money Laundering Act. This means we conduct due diligence on every client, screen transactions for sanctions and suspicious activity, monitor settlement flows on an ongoing basis, and report suspicious transactions to the Money Reporting Office Switzerland (MROS) when the law requires it.

We take these obligations seriously. They are not bureaucratic formalities — they are the legal architecture that allows legitimate payment businesses like yours to operate in the global financial system. Our compliance programme exists to protect you as much as it protects us.

There are situations where our legal obligations take precedence over immediate commercial execution. If a transaction triggers a compliance hold, we will pause execution while we review it. If MROS instructs us to freeze assets in your Managed Accounts, we must comply — and Swiss law prohibits us from telling you that we have filed a report or that a freeze has been instructed (the tipping-off prohibition). We know this can be disruptive, and we work to resolve such situations as quickly as legally possible. But we cannot promise that commercial convenience will always come first.

We are also required to retain records of our business relationship — including all documentation collected during onboarding and records of all transactions — for 10 years following the termination of the business relationship or completion of the transaction, whichever occurs later under Swiss AMLA. This retention obligation continues after the end of our relationship with you.

XSettle may apply Swiss, EU, UK, US, UN, and other international sanctions controls where relevant to its legal obligations, banking partner requirements, or internal risk framework.

9. Client Compliance Obligations

You are responsible for maintaining your own AML/CFT programme in accordance with the laws applicable to your business. Our programme covers our obligations — it is not a substitute for yours. As a condition of using our services, you warrant that you hold and will maintain all required licences and registrations, that your AML programme meets applicable standards, and that you will notify us promptly of any regulatory investigation, licence suspension, or material AML event affecting your business.

You also warrant that all Settlement Funds routed through XSettle are the legitimate net proceeds of your legitimate commercial and payment-related activities, that your upstream settlement counterparties are the regulated entities you have told us about, and that no settlement flows from prohibited business sectors or sanctioned parties will be routed through us.

10. Virtual Asset Risks

When you instruct XSettle to execute treasury operations involving Virtual Assets, including USDC, USDT, or any other supported digital asset, you acknowledge and accept the specific risks associated with blockchain-based settlement infrastructure and digital asset transactions.

Virtual Asset transactions differ materially from traditional banking and payment transactions and may involve heightened operational, technical, regulatory, and counterparty risks. These risks include, but are not limited to:

• volatility or loss of value arising from de-pegging or market disruption affecting stablecoins;
• insolvency, operational failure, suspension, fraud, or regulatory action affecting a stablecoin issuer, crypto exchange, custodian, liquidity provider, or virtual asset service provider (VASP);
• blockchain network congestion, delayed confirmations, validator failures, forks, replay events, smart contract vulnerabilities, or other protocol-level failures;
• irreversible loss of Virtual Assets resulting from incorrect wallet addresses, incompatible blockchain networks, compromised credentials, or unauthorised wallet access;
• delays, interruptions, freezes, or rejection of transactions resulting from sanctions screening, blockchain analytics controls, Travel Rule compliance obligations, or regulatory intervention;
• cybersecurity incidents affecting blockchain infrastructure, wallet providers, exchanges, custodians, or third-party service providers;
• legal or regulatory changes affecting the legality, transferability, convertibility, availability, or use of Virtual Assets in any jurisdiction;
• temporary or permanent suspension of withdrawals, deposits, conversions, or settlement services by counterparties or blockchain networks.

Blockchain transactions are generally irreversible once submitted to and confirmed by the relevant blockchain network. XSettle cannot reverse, cancel, or recover Virtual Asset transfers once completed on-chain unless the recipient voluntarily cooperates.

XSettle does not guarantee the value or stability of any Virtual Asset, uninterrupted availability of any blockchain network, execution at a particular exchange or conversion rate, or continued support for any specific Virtual Asset or blockchain protocol.

Virtual Asset transactions may also be affected by market illiquidity, exchange delistings, stablecoin issuer redemption restrictions, liquidity provider failures, or regulatory prohibitions.

XSettle acts solely as an operational treasury orchestration provider executing client instructions and does not provide investment advice, custody services, fiduciary asset management, brokerage services, investment recommendations, or guarantees regarding Virtual Asset performance or value.

Clients remain solely responsible for assessing the suitability of Virtual Asset usage for their treasury operations, maintaining secure wallet infrastructure and credential controls, ensuring compliance with all laws applicable to their use of Virtual Assets, and all tax reporting and tax obligations associated with Virtual Asset transactions.

XSettle reserves the right at any time, acting reasonably and in good faith, to restrict or suspend support for any Virtual Asset, refuse or delay a transaction, require enhanced due diligence or source-of-funds documentation, impose transaction limits or counterparty restrictions, or suspend Virtual Asset functionality where required by law, regulatory expectation, banking partner requirements, sanctions controls, risk considerations, or operational security concerns.

XSettle does not provide regulated custody or safekeeping services for Virtual Assets.

11. Intellectual Property

Everything we have built — the Platform, our technology, our brand, our documentation — belongs to XSL AG. We give you a limited licence to use the Platform for the purpose of receiving our services during the term of your Service Agreement. That licence is personal to you: you cannot transfer it, sub-licence it, or use it for any other purpose.

Your data is yours. The information you provide to us — your business documents, your transaction data, your communications — remains your property. We use it only to provide the services you have contracted for, to fulfil our legal obligations, and for no other purpose.

No intellectual property rights are transferred to the Client except for the limited usage rights expressly granted under these Terms and Conditions.

12. Platform Security and Access

Clients are responsible for maintaining the confidentiality and security of their account credentials, API keys, authentication devices, wallet credentials, and authorised-user access controls.

XSettle may require multi-factor authentication, transaction approval workflows, dual-authorisation controls, withdrawal verification procedures, or other security measures as a condition of accessing or using the Platform.

The Client is responsible for all actions taken through authenticated accounts, authorised API connections, or approved operational channels unless the Client has previously notified XSettle of unauthorised access or credential compromise.

Clients must notify XSettle immediately upon becoming aware of:

• unauthorised access to the Platform or associated systems;
• compromised credentials or authentication devices;
• suspected fraud or social engineering attempts;
• security breaches affecting the Client’s infrastructure;
• compromised wallet infrastructure or blockchain credentials; or
• suspicious activity affecting the Client’s account or Settlement Funds.

XSettle reserves the right to suspend access, block transactions, delay Treasury Instructions, rotate credentials, require enhanced authentication procedures, or apply additional security controls where reasonably necessary to protect the Platform, Settlement Funds, Clients, banking partners, or XSettle’s legal and regulatory obligations.

The Client is responsible for ensuring that its internal systems, devices, APIs, operational environments, and authorised users maintain appropriate security standards and access controls consistent with the sensitivity of the services provided under these Terms.

XSettle shall not be liable for losses resulting from:

• compromised Client credentials;
• failures in the Client’s internal security controls;
• unauthorised access arising from the Client’s systems or personnel;
• phishing, malware, social engineering, or credential theft affecting the Client; or
• instructions submitted through properly authenticated channels prior to notification of compromise by the Client.

13. Confidentiality

We treat information about your business as confidential, and we expect the same in return. Neither of us will share the other’s confidential information with third parties without consent, except where we are required to do so by law, by a court order, or by the direction of a supervisory authority. For our part, that includes sharing information with VQF SRO, FINMA, MROS, and banking partners to the extent necessary to operate our services.

Our confidentiality obligations do not limit our ability to fulfil our legal reporting obligations under Swiss AMLA — that always takes precedence.

Confidentiality obligations survive the end of our relationship for five years, except for AML/CFT-related information, which is governed by our 10-year statutory retention obligations.

14. Data Protection

We process personal data about your authorised representatives, beneficial owners, and signatories as part of our legal onboarding and compliance obligations under Swiss AMLA. How we do this — what we collect, why, how long we keep it, and what rights individuals have — is explained in full in our Privacy Policy.

For purposes of applicable data protection law, XSettle generally acts as an independent controller in connection with AML/CFT compliance obligations.

In summary: we process this data because we are legally required to, we keep it for 10 years following the termination of the business relationship or completion of the transaction, whichever occurs later as required by Swiss law, and we do not use it for any commercial or marketing purpose. The full details, including data subject rights and our Cookie Policy, are in the Privacy Policy.

15. Limitation of Liability

We will always try to deliver our services reliably and well. But in a financial services context, some limitations on liability are both standard and necessary.

We do not accept liability for indirect or consequential losses — for example, lost profit, missed business opportunities, or reputational damage — even if we had reason to know that such losses were possible. This applies whether a claim arises in contract, tort, or under statute.

Our total liability to you for any and all claims arising in a given year is capped at the higher of the total fees you paid us in the 12 months before the claim arose, or CHF 500,000. We consider this a reasonable limit given the nature of our services and the circumstances in which liability typically arises.

These limits do not apply to death or personal injury caused by our gross negligence or wilful misconduct, to fraud or fraudulent misrepresentation, or to any liability that cannot be excluded under Swiss law.

We are also not liable for losses that result from actions we are legally required to take — including freezing your Managed Accounts on a MROS instruction, refusing to execute a Treasury Instruction for compliance reasons, or terminating the relationship following an adverse compliance finding. These actions are obligations imposed on us by law, not choices we make against your interests.

XSettle shall not be liable for losses arising from failures or disruptions affecting blockchain networks, stablecoin issuers, banking partners, correspondent institutions, cloud infrastructure providers, telecommunications providers, or third-party service providers beyond XSettle’s reasonable control.

16. Term and Termination

Either of us can end the Service Agreement at any time on 60 days’ written notice without needing to give a reason. We can reduce this to 30 days if the termination is driven by a regulatory change, a banking partner requirement, or a material shift in our business model.

17. Termination for Cause

We can end the relationship immediately — without the notice period:

• if you breach a material term of the Service Agreement and do not fix it within 14 days of us pointing it out;
• if your regulatory licence is suspended or revoked;
• if you become insolvent;
• if our compliance team acting reasonably and in good faith determines that continuing the relationship would create unacceptable legal or regulatory risk for us;
• if we discover that information you provided during onboarding was materially false.

You can also end the relationship immediately if we commit a material breach that we do not remedy within 14 days of your notice.

XSettle may suspend services immediately where necessary to comply with Applicable Laws, regulatory obligations, sanctions requirements, banking partner instructions, or operational security requirements.

When the relationship ends for any reason, we will give you a reasonable period — at least 5 business days, assuming no legal hold is in place — to withdraw your Settlement Funds from your Managed Accounts. All accrued fees remain payable. Your platform access ends on the termination date. Confidentiality, data retention, liability, and governing law provisions survive termination.

18. General Provisions

These Terms are governed by Swiss law, excluding its conflict of law rules. Any dispute that we cannot resolve between ourselves will be referred to the competent courts of the Canton of Zug, Switzerland.

These Terms, together with your Service Agreement and any Service Schedules, are the entire agreement between us on the subject of our services. They replace all previous agreements, representations, and discussions on the same topic.

If any part of these Terms turns out to be unenforceable, the rest continues in full force. A failure by either of us to enforce a right does not waive that right for the future.

Neither of us is in breach of these Terms for failing to perform an obligation if that failure is caused by circumstances beyond our reasonable control — including acts of government, war, sanctions, natural disaster, banking system failures, or cyberattacks. If such an event continues for more than 60 days, either party can end the agreement on 15 days’ notice.

You cannot assign your rights or obligations under these Terms without our written consent. We can assign ours to an affiliate or a regulatory successor on written notice to you.

Notices under these Terms must be in writing, delivered by email with read confirmation, or by courier, to the contact details in your Service Agreement. Notices to us must be copied to legal@xsettle.com. These Terms and Conditions are written in English. If any translation is made for convenience, the English version controls.