Terms for Partners

GENERAL TERMS AND CONDITIONS FOR PARTNERS

Effective as of: 29 July 2026

General Provisions

Who We Are

“BlockDev” AD (“BlockDev”, “we”, “us”) is a company incorporated under the laws of the Republic of Bulgaria (Unified Identification Code: 208043482), with its registered office at 9A Pozitano Street, Office 12, Sofia 1000, Bulgaria. BlockDev operates as a crypto-asset service provider and provides crypto-asset services through partner platforms and technical/API integrations, including the exchange of crypto-assets, the transfer of crypto-assets on behalf of clients and, where applicable, the custody and administration of crypto-assets on behalf of clients. Payment services, open banking services, card payments, payment accounts or electronic-money-related services are provided solely through the relevant licensed payment partners, unless BlockDev AD expressly holds the applicable regulatory status required to provide the relevant service.

Insofar as Regulation (EU) 2023/1114 does not permit agency arrangements under which another person provides crypto-asset services on behalf of a licensed provider, BlockDev AD’s Partners do not provide crypto-asset services on behalf of the Company unless they are themselves licensed providers under that Regulation.

The Platform

BlockDev’s platform (the “Platform”) operates as an advanced fintech ecosystem that enables partners (“you”) to provide their clients with access to crypto-asset services provided by BlockDev AD, as well as to payment or other regulated services where such services are provided through the relevant licensed third parties.

BlockDev AD provides seamless API integration, payment gateway functionality and compliance tools that enable fiat-to-crypto, crypto-to-fiat and crypto-to-crypto transactions, as well as the secure processing of payments through open banking infrastructure.

Acceptance of the General Terms and Conditions

By accessing and using the services of BlockDev AD through the Platform, you acknowledge that you have read these General Terms and Conditions and agree to comply with them. Your continued use of our services constitutes your acceptance of these terms and of any amendments that we may introduce.

Communications Between BlockDev and Partners

Communications between BlockDev and its partners will be conducted electronically by email, notifications or other forms of electronic communication.

By using our services, you consent to receiving communications from us in electronic form, which will satisfy any legal requirement that such communications be made in writing.

Access to and Use of the Platform

Restricted Jurisdictions

BlockDev reserves the exclusive right to determine the markets and jurisdictions in which it operates and, at its sole discretion, to restrict or deny access to the Platform and the services. Legal entities and individuals that are located in, operate from or are otherwise connected with countries subject to sanctions or restrictions imposed by the Office of Foreign Assets Control of the United States (“OFAC”), the European Union, the Financial Action Task Force (“FATF”) or other applicable regulatory or governmental authorities (“Restricted Jurisdictions”) are strictly prohibited from accessing or using the Platform and the services.

If BlockDev determines that you, your clients or any other persons associated with you are located in, have links to or are otherwise connected with any Restricted Jurisdiction, BlockDev reserves the absolute right to refuse to enter into an agreement with you, suspend your account or terminate your access to the Platform and the services immediately and without prior notice.

This includes circumstances in which such connections create a risk of non-compliance with legal or regulatory requirements, reputational harm or any other adverse impact on BlockDev’s business. At its discretion, BlockDev may conduct periodic checks, request additional information or take any other measures necessary to ensure compliance with these restrictions.

By entering into a relationship with BlockDev, you represent and warrant that neither you nor your clients are located in, connected with or otherwise associated with any Restricted Jurisdiction. Any breach of this warranty will result in the immediate termination of your access to the Platform and may expose you to further legal action for the recovery of damages or to ensure compliance with applicable laws and regulations.

Use of the Platform

You may use the Platform and the services solely for the commercial purposes expressly specified in your agreement with BlockDev. Any use of the Platform or the services outside those authorised purposes, including, without limitation, unauthorised commercial activities, extraction of data for resale, reproduction, redistribution or use in connection with competing businesses or services, is strictly prohibited.

Furthermore, any misuse of the Platform or the services for activities considered unlawful, unethical or fraudulent, such as money laundering, terrorist financing, data theft or unauthorised access, will result in the immediate termination of your access. This includes, without limitation, conducting fraudulent transactions, circumventing security protocols, engaging in unauthorised data extraction or collection, or using the services in breach of applicable laws, regulatory requirements or these General Terms and Conditions.

BlockDev reserves the right to suspend or terminate your access to the Platform without prior notice where there is suspicion or evidence of such unauthorised or unlawful activity, or where your use of the Platform creates a risk to the security, reputation or legal compliance of BlockDev or its partners. BlockDev may also pursue any available legal remedies, including seeking damages, applying for injunctive relief or reporting the matter to the relevant authorities, in order to protect its interests and ensure compliance with applicable laws.

By accessing and using the Platform, you agree to indemnify and hold BlockDev harmless against any claims, damages or losses arising from your breach of these terms, misuse of the Platform or involvement in unauthorised or unlawful activities.

Services Provided by BlockDev

1. Crypto-Asset Transaction Services

Fiat-to-Crypto: Facilitating the purchase of crypto-assets using official currency (fiat currency).

Crypto-to-Fiat: Enabling the sale of crypto-assets with settlement in official currency (fiat currency).

Crypto-to-Crypto: Enabling exchanges between different crypto-assets.

Transfer of crypto-assets on behalf of clients: Execution of instructions to transfer supported crypto-assets following the applicable AML/CFT, sanctions, KYT, Travel Rule, fraud, security and technical checks.

Custody and administration of crypto-assets on behalf of clients: Provided only where this service falls within the applicable regulatory scope of BlockDev AD, has been expressly enabled for the relevant partner/client, the client has accepted the applicable client terms and risk disclosures, and the relevant crypto-asset is included in the list of supported assets.

1. Payment Gateway Services

Ensuring the secure and compliant transmission of payment instructions between client and partner accounts without handling funds.

Integration of open banking protocols, including Strong Customer Authentication (“SCA”).

1. Compliance Support

API integration in accordance with GDPR, PSD2, AML and CTF requirements.

Real-time fraud detection and monitoring tools for partners to enhance security and regulatory compliance.

Additional Payment Methods (Where Enabled)

Facilitating fiat-to-crypto purchases funded by payment cards (Visa and Mastercard), including tokenised card payments such as Apple Pay and Google Pay, as well as other local or alternative payment methods supported through one or more third-party partners; and, where available, supporting card payouts and money transfer systems, such as Visa Direct, for off-platform transactions.

USDC, EURC and other electronic money tokens (“EMTs”) are not provided by BlockDev as part of its transfer, custody or administration services unless expressly provided otherwise in the future on the basis of the required regulatory authorisation, updated client documentation and separate client acceptance.

Partner Responsibilities

KYC, AML and CTF Checks

You are responsible for carrying out all necessary Know Your Customer (“KYC”), Anti-Money Laundering (“AML”) and Counter-Terrorist Financing (“CTF”) checks on your clients. This includes verifying the identity of each client, screening against sanctions lists and ensuring compliance with all applicable regulatory requirements before the client is permitted to access or use the services provided through the BlockDev Platform.

The Partner must not allow a client to access any service of BlockDev AD where BlockDev AD has rejected, suspended or restricted the relevant client, transaction, address, country, asset or payment method, or has required additional verification in relation to it.

Eligibility and Reverse Solicitation

You must ensure that your clients satisfy all eligibility requirements specified in your partner agreement with BlockDev. In particular, you are responsible for ensuring that clients outside the European Economic Area (“EEA”) access the Platform on a reverse-solicitation basis, meaning solely on their own initiative and not at your initiative or that of BlockDev. Failure to comply with this requirement may result in the immediate suspension or termination of access to the Platform and the services.

Accurate Information

You must provide accurate and complete information for the purposes of integrating your systems with the BlockDev Platform and facilitating transactions. This includes ensuring that all information provided, including information supplied in connection with the due diligence conducted by BlockDev, is up to date, reliable and fully compliant with applicable laws and regulations.

Client Communications

You must inform your clients of all relevant risks, fees and terms associated with the use of BlockDev’s services. This includes ensuring that your clients understand the legal and regulatory implications of using the services and are fully informed before entering into any transactions. Failure to provide this information may lead to disputes and potential liabilities for which you will be responsible.

Payment Methods and End-User Disclosures

You must ensure that the manner in which clients interact with the service, and the end-user terms, clearly disclose:

1. the payment method used, such as bank transfer/open banking, cards, tokenised card payments or local/alternative methods;

2. that the client is purchasing crypto-assets;

3. that card-funded purchases may be processed as an Account Funding Transaction (“AFT”) or equivalent;

4. all applicable fees, including whether such fees are borne by you or passed on to the client;

5. refund and chargeback policies and time limits; and

6. all restrictions, eligibility requirements and country/corridor limitations.

Disclosure of Services Provided by Third Parties

The Partner must ensure that end users receive clear, accurate, understandable and non-misleading information where certain payment, open banking, card, banking, settlement, wallet/custody infrastructure or other services are provided by a third party rather than directly by BlockDev.

At a minimum, the Partner must disclose to end users: the identity or category of the third-party provider; the nature of the service provided; the applicable terms and conditions and tariffs; the applicable national law; the client’s rights; the complaints procedure; the applicable refund/chargeback terms; country/corridor restrictions; and the fact that BlockDev does not independently provide payment services, hold fiat funds or provide payment accounts unless expressly stated and permitted under the applicable regulatory framework.

The Partner must provide this information before the client enters into a transaction or accepts the relevant service, including through the client interface, end-user terms, links to the third-party provider’s terms, a checkbox, notice, FAQ or another appropriate durable medium.

The Partner must not represent BlockDev as a licensed payment institution, electronic money institution, bank, custodian or provider of any service that is not included within BlockDev’s applicable licence, registration or agency scope.

Availability; Changes; Third-Party Partners

You acknowledge that the availability of payment methods may vary depending on the country/corridor, issuer/bank, partner capabilities and the Client’s risk profile. You must not present any payment method as permanently available and must implement geo-blocking and other controls so that Clients from countries/corridors in which a service or payment method has not been enabled cannot access such non-enabled services or payment methods.

Compliance with Card Network and Partner Rules

Where card processing, tokenised card payments or other partner-provided payment methods are enabled, you must comply with all applicable card network rules (Visa/Mastercard), 3-D Secure/SCA requirements, and any third-party partner terms and usage restrictions communicated by BlockDev, including restrictions relating to prohibited activities, marketing, descriptions and geographical availability.

Disputes, Refunds and Customer Support

You must maintain adequate customer support channels for enquiries relating to payment methods and provide timely cooperation and supporting documentation required for disputes, refunds, reversals and investigations, including evidence of client consent and records of service provision and communications, within the deadlines set by BlockDev, its partners or the card networks.

You must not promise or provide refunds, reversals or other monetary commitments that would bind BlockDev or its partners unless expressly authorised in writing by BlockDev.

Technical Blockchain Wallet/Address (Deposits and Payments on the Platform)

Where a client flow includes the creation or allocation of a blockchain address for a client, the Partner must clearly disclose to the client whether the address is used solely as a limited-purpose technical address for the execution or settlement of a specific transaction, or whether the client is using a custody and administration service for crypto-assets provided by BlockDev AD.

A limited-purpose technical address does not constitute a general-purpose client wallet and may be subject to functional restrictions relating to supported assets, networks, limits and transaction scenarios.

Where a client uses a custody and administration service for crypto-assets, the Partner must ensure that the client has received and accepted the applicable custody terms, risk disclosures and information regarding the role of BlockDev AD as the service provider and the role of any external wallet/custody infrastructure provider as a technical infrastructure provider.

The Partner must clearly inform clients that blockchain transactions are generally irreversible once confirmed and that sending assets to an incorrect address, an unsupported network or an unsupported asset may result in permanent loss.

Non-Compliance and Misuse

You agree to indemnify, defend and hold BlockDev harmless against any claims, penalties, damages or losses arising from non-compliance with applicable laws, including, without limitation, KYC, AML and CTF requirements, or from misuse of BlockDev’s services. This includes any breaches resulting from your acts or omissions, such as permitting fraudulent transactions, failing to carry out adequate compliance checks or providing false or incomplete information.

Legal Liability

In the event of a regulatory investigation or legal claim arising from the use of the Platform or BlockDev’s services, you will be fully responsible for all related costs, fines or penalties imposed on BlockDev as a result of your breach of these obligations. This indemnity obligation will survive the termination or expiry of the partner agreement between you and BlockDev.

Streamlined Repeat Deposit

Where the Partner enables the streamlined repeat deposit functionality, the Partner must disclose to clients, in the Partner’s end-user terms and privacy notice, that the most recently selected bank and/or bank account may be displayed in order to expedite subsequent deposits.

The Partner must also provide clients with transparent information regarding the storage or display of saved payment preferences, such as the bank or account most recently used.

BlockDev Responsibilities

Secure Operation

BlockDev is responsible for ensuring the secure and efficient operation of the Platform and its services, including all API integrations. We will ensure that our services comply with all applicable laws, regulations and industry standards. This includes maintaining the security of all APIs and back-end systems in order to prevent unauthorised access, data breaches or other security threats.

Availability and Notifications

BlockDev will endeavour to maintain a high level of availability of the Platform and the services and to minimise interruptions to services offered to partners and their clients. In the event of planned or unplanned service interruptions, BlockDev will notify partners promptly and provide information regarding the nature of the interruption and the expected timeframe for resolving the issue.

Compliance with Regulation (EU) 2016/679 (GDPR)

BlockDev will process all partner and client data solely in accordance with the instructions provided by the Partner and in full compliance with applicable data protection laws, including the General Data Protection Regulation (“GDPR”). We will ensure that all data processing activities, including the collection, storage and transfer of personal data, are carried out securely and lawfully.

Data Breach Notification

In the event of a personal data breach, BlockDev will notify the Partner within 72 hours of becoming aware of the breach, as required by the GDPR. The notification will include all relevant details, including the nature of the breach, the categories of data affected and the potential consequences. BlockDev will cooperate with the Partner to mitigate any potential harm and comply with regulatory reporting requirements.

Technical Assistance

BlockDev will provide ongoing technical support for API integration, transaction management and the resolution of general issues. This includes assisting the Partner with any technical issues relating to service integration, troubleshooting and ensuring the seamless operation of the services.

Issue Resolution

BlockDev will provide support in resolving any technical, transactional or service-related issues that may arise, including by providing timely responses and solutions to reported issues. If issues persist or are critical to the operation of the Partner’s services, BlockDev will prioritise their resolution as quickly as possible in order to ensure continued service availability.

Fees and Payment Terms

Fees: Transaction fees, integration costs and charges relating to refunds or fraud will apply as specified in your agreement with BlockDev.

Payment Terms: Payments must be made within the agreed timeframes. Late payment may result in the suspension or termination of the service.

Disputes: Any dispute relating to fees must be raised within five (5) business days of receipt of the invoice.

Additional payment-method fees and scheme/partner fees may apply to card processing and other third-party payment methods, including tokenised card payments and local/alternative methods.

Termination of Use

Suspension or Termination for Breach

BlockDev reserves the right to suspend or terminate your access to the Platform and the services at any time if you breach any of these General Terms and Conditions or any agreement with BlockDev. This includes, without limitation, failure to comply with legal, regulatory or contractual obligations, misuse of the Platform or participation in activities that may harm BlockDev’s reputation, operations or security.

Immediate Termination for Fraudulent or Non-Compliant Activity

BlockDev may immediately terminate your access to the Platform and the services without prior notice where fraudulent or non-compliant activity is identified. This includes, without limitation, money laundering, terrorist financing, the use of false information, unauthorised access to systems or any activity that breaches applicable laws or regulations. BlockDev will not be liable for any loss or damage suffered by you as a result of such termination.

Discontinuation of Use of the Services

Upon termination of your access to BlockDev’s services for any reason, you must immediately cease all use of BlockDev’s services, including access to the Platform, use of the APIs and the processing of transactions through BlockDev. This includes discontinuing any ongoing use of the services or reliance on data or content made available through BlockDev.

Where termination concerns a custody and administration service for crypto-assets, the Partner must assist BlockDev AD in notifying clients, obtaining valid instructions, confirming eligible addresses/wallets and carrying out the required KYC, AML/CFT, sanctions, KYT, Travel Rule, security and technical checks. BlockDev AD may delay, refuse or block the return or transfer of assets where required by applicable law, a regulatory authority or internal policy, or where there is suspicion of fraud, sanctions risk, unlawful activity, an unsupported asset, an unsupported network, an incorrect address or technical impossibility.

Deletion of Confidential Information

You must delete all confidential information obtained through the Platform or the services provided by BlockDev. This includes all data owned by BlockDev, client information, transaction records and any other sensitive materials related to your access to the Platform. Upon request, you must confirm to BlockDev that such data has been appropriately deleted or returned in accordance with the terms of the partnership agreement.

Survival of Obligations

Notwithstanding termination, all obligations of the Partner that by their nature are intended to survive termination, including indemnification, confidentiality and compliance with data protection laws, will remain in force and continue to apply after termination.

Confidentiality

Protection of Confidential Information

The parties agree to maintain the confidentiality of all confidential information disclosed during the partnership. This includes, without limitation, business strategies, financial information, proprietary technologies, client information, transaction data, trademarks and any other sensitive information shared between the parties, whether in written, electronic or oral form.

Use of Confidential Information

Neither party may disclose, use or permit the use of confidential information for any purpose other than a purpose specifically related to the performance of this agreement without the prior written consent of the disclosing party. Both parties will take all necessary precautions to prevent unauthorised access to or disclosure of confidential information.

Protection of Trademarks

All trademarks, service marks, logos or trade names provided by either party in the course of the partnership (collectively, the “Marks”) will remain the exclusive property of the party that owns them. Each party agrees to use the other party’s Marks only in accordance with the terms of this agreement and for the purposes specified in the partnership agreement.

Neither party may alter, modify or misuse the Marks provided by the other party without prior written consent. Upon termination of this agreement, both parties will cease using the other party’s Marks and remove all references to them from all materials and platforms.

Survival of Obligations

These confidentiality obligations will survive the termination of this agreement for a period of five (5) years. During that period, both parties will continue to protect the confidential information and refrain from any unauthorised use or disclosure. Upon expiry of that period, the confidential information must be securely returned or destroyed at the request of the disclosing party.

Exceptions

The confidentiality obligations do not apply to information that:

was already in the public domain at the time of disclosure or enters the public domain without a breach of this agreement;

was independently developed by the receiving party without reference to the confidential information; or

is disclosed pursuant to a legal or regulatory obligation, provided that the disclosing party is notified and given an opportunity to object to the disclosure.

Indemnification

In the event of a breach of confidentiality or misuse of the Marks, the receiving party agrees to indemnify and hold the disclosing party harmless against any losses, damages or claims arising from the unauthorised use or disclosure of confidential information or Marks.

Miscellaneous

Governing Law

These General Terms and Conditions are governed by and construed in accordance with Bulgarian law, without regard to conflict-of-laws principles. Any dispute arising out of or in connection with these General Terms and Conditions, including their interpretation, performance or breach, will be resolved exclusively under Bulgarian law.

Jurisdiction

The parties agree that the courts of Bulgaria will have exclusive jurisdiction over any dispute or claim arising out of or relating to this agreement. The parties submit to the jurisdiction of the Bulgarian courts and waive any objection as to venue or forum.

By accessing and using the BlockDev Platform and services, you acknowledge that you have read, understood and agree to comply with these General Terms and Conditions, including any amendments made from time to time. Your continued use of the Platform and services constitutes your acceptance of these terms and any updates to them.

Any changes to these General Terms and Conditions will be communicated to you by email at least one month before they take effect. You have the right to object to the changes free of charge within that notice period. If you continue to use the Platform after the notice period, you will be deemed to have accepted and agreed to the changes.

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