FRAMEWORK AGREEMENT
For the Provision of Payment Services through the Issuance of Virtual IBANs (VIBANs)by PayNovus AD, via its Agent BlockDev AD
ADOPTED BY THE BOARD OF DIRECTORS ON 23.04.2026, EFFECTIVE FROM THE SAME DATE
This Framework Agreement, comprising the General Terms and Conditions for the provision of payment services, is concluded between:
BlockDev AD, a company incorporated under the laws of the Republic of Bulgaria, acting as an agent of the electronic money institution PayNovus AD, duly licensed and regulated in accordance with EU and Bulgarian legislation,
and
{You- The Client}, a natural or legal person who electronically accepts and consents to this Agreement prior to receiving the services.
By selecting the checkbox indicating agreement, You acknowledge that you have read, understood, and accepted the terms and conditions set forth in this Framework
Agreement. This electronic acceptance is considered legally binding and equivalent to a handwritten signature in accordance with applicable EU and Bulgarian law.
I. GENERAL PROVISIONS
The following General Terms and Conditions govern the issuance, use, and termination of Virtual IBANs (VIBANs) by BlockDev AD (hereinafter referred to as "BlockDev").
These terms outline the rights and obligations of BlockDev and its clients. All clients of BlockDev must comply with compliance rules, including client onboarding, Customer
Due Diligence (CDD) documentation, and transaction monitoring.
BlockDev, acting as an Agent of PayNovus AD registered with the BNB, shall offer payment services, including:
● Issuance and management of Virtual IBANs (VIBANs) EUR SEPA only.
● Performance of payment operations, including transfers to users’ payment accounts.
● Acceptance and transmission of payment orders.
● Payment processing in compliance with applicable regulatory standards.
These General Terms and Conditions form this agreement in accordance with the applicable payment services legislation.
II. ISSUANCE AND USE OF VIBANs
2.1. A VIBAN is a unique virtual IBAN linked to a payment account issued by PayNovus AD for BlockDev’s clients.
2.2. Each client of BlockDev may hold only one VIBAN. Multiple VIBANs per client are not permitted. The VIBANS may only be used for SEPA EUR payments.
2.3. The issuance of a VIBAN is subject to BlockDev’s sole discretion. BlockDev reserves the right to reject a client’s application for a VIBAN without explanation.
2.4. Clients engaged in activities falling under BlockDev’s prohibited categories or originating from blacklisted countries are not eligible to open a VIBAN.
2.5. BlockDev may, at its sole discretion, close a VIBAN at any time, refuse to process transactions or terminate a client’s access to VIBAN services.
2.6. Clients are required to adhere to all applicable Anti-Money Laundering (AML) and Counter-Terrorism Financing (CTF) regulations, as mandated by local and international
regulatory authorities. This includes, but is not limited to, providing accurate and up-to- date Know Your Customer (KYC) and Customer Due Diligence (CDD) documentation,
cooperating with transaction monitoring procedures, and promptly reporting any changes in ownership, business operations, or other relevant information that may affect their risk profile.
BlockDev reserves the right to request additional documentation or clarification from clients at any time as part of its ongoing compliance obligations. This may include periodic reviews, enhanced due diligence (EDD) for higher-risk clients or transactions, and supplementary information required to verify the legitimacy of financial activities.
Additionally, BlockDev may be required to obtain further documentation or impose additional compliance measures at the request of its payment partners, financial institutions, or regulatory bodies. Failure to comply with these requirements may result in the suspension or termination of services, transaction delays, or account restrictions.
2.7. Clients must not use VIBANs for any illegal, unauthorized, or unethical activities.
This includes, but is not limited to, fraud, money laundering, terrorist financing, financing of proliferation of weapons of mass destruction, tax evasion, bribery, corruption, sanctions violations, or any other activity that contravenes local, regional, or international laws and regulations.
Clients are strictly prohibited from using VIBANs to facilitate transactions linked to entities or individuals subject to financial sanctions, embargoes, or restrictions imposed by regulatory bodies such as the European Union (EU), the United Nations (UN), the Office of Foreign Assets Control (OFAC), the Financial Action Task Force (FATF), or any other relevant authority. Any attempt to circumvent these restrictions, including structuring transactions to evade detection, will result in immediate account suspension or termination, and may be reported to the appropriate regulatory authorities.
Furthermore, clients must not engage in the financing of proliferation, which includes providing financial support, directly or indirectly, to activities related to the development, production, or distribution of nuclear, chemical, or biological weapons, as well as their delivery systems. BlockDev reserves the right to conduct enhanced due diligence (EDD) on transactions that raise concerns related to proliferation financing, and to request additional documentation to ensure full compliance with applicable regulations.
Any client found to be in violation of these provisions may have their VIBAN services immediately restricted, suspended, or terminated, and funds may be withheld pending further investigation. BlockDev also reserves the right to report suspicious activity to financial intelligence units, law enforcement agencies, and other relevant authorities as required by law.
2.8. VIBANs shall not be used for activities that violate international financial sanctions or in jurisdictions deemed high-risk. BlockDev reserves the right to freeze accounts suspected of non-compliance.
2.9. All transactions must comply with European and international financial regulations, and BlockDev reserves the right to refuse transactions that do not meet regulatory standards.
2.10. A VIBAN shall be opened for the Clients – individuals or legal entities through their legitimate representatives or through the persons duly authorized by them, after completing a registration form, including a specimen of Client or representatives/proxies/ and relevant declarations, in accordance with the requirements of the Anti-Money Laundering Act and the Personal Data Protection Act, as declaring a false information and circumstances in it, they are criminally liable according to the Criminal Code. Before opening the VIBAN, the Company provides the Client with these
General Terms and Conditions, the Tariff for Fees and Commissions, which are an integral part of these General Terms and Conditions.
2.11. When opening an account, Customers provide the following documents and information: i. For Individuals − ID document − Full Name − Date and place of birth −Official personal identification number or another unique element allowing for the establishment of the identity contained in the official document, featuring customer’s photograph, and whose validity period has not yet expired; − citizenship − address (in the event of the address not being stated in the identity document, a paid utilities bill or a bank statement with the person’s address shall be required); − professional activity data and the purpose and nature of participation in business relationships. ii. For Legal
Entities 3 − Document/documents, certifying the company’s registration and the good standing of the circumstances entered for the customer, issued by a competent authority under the national legislation or by a registered agent, with the said document/documents evidencing the following details: o customer’s commercial name; o company’s legal and organizational format; In the case of a newly incorporated legal entity and where the legislation of the country in which it has been registered does not provide for the issuance of a relevant certificate or other official documents, the entity will have to produce its documents of incorporation. Certificate of Good Standing and other official documents need to be issued not later than 6 months prior to their submission. The documents shall be presented as originals or notary certified copies; company’s registered office, management and correspondence address, and principal place of business; company’s individual identification number; the person or persons with representative powers and the company’s equity owner – management and representative bodies; collective management bodies’ type and composition, current scope of activity and the purpose and nature of the business relationship.
2.12. In any case, BlockDev AD shall, at its own discretion, be entitled to ask for other documents, legalizations, certifications, or translations related to the opening, disposition, and closing of the account. All documents drafted in a language other than English must be submitted translated either in Bulgarian or English. Documents, which have been issued by a public authority or certified by a qualified foreign Notary, shall be apostilled if they have been issued or certified: on the territory of a country that is party to the Convention for the Abolishment of the Requirement for the Legalization of Foreign Public Documents (as published in State Gazette № 45/2001); or in accordance with an effective legal aid agreement concluded between the Republic of Bulgaria and the state where the said documents had been issued/certified, or if these documents have been certified in observance of the Regulations on Legalization, Certification and Translation of Documents and Other Papers, provided their issuance/certification had taken place on the territory of a country that is not a party to the 5 Convention for the Abolishment of the Requirement for the Legalization of Foreign Public Documents or a country with which Bulgaria has signed a legal aid agreement.
Based on the information collected from the client and other sources, the Company shall take a decision on the Account Opening Application and BlockDev AD shall not be obliged to justify its rejection.
2.13. Where a Customer-legal entity has ceased its activity or has been transformed, the assets in its accounts shall be paid to its legitimate successors upon the presentation of documents which shall identify and legitimize them. BlockDev AD shall not be held responsible for properly processed payments until the receipt of a notice confirmed by the legally required documents and certificates evidencing customer’s cessation of activity or transformation.
2.14. The Customer shall owe commissions and fees for the payment services provided until the closing of the payment account, and the paid fees and commissions shall not be refundable.
III. CLIENT ONBOARDING AND COMPLIANCE
3.1. Clients must provide all necessary Know Your Customer (KYC) and Customer Due Diligence (CDD) documentation as required by BlockDev before being issued a VIBAN.
This documentation is essential to verify the identity, business activities, and financial background of the client to ensure compliance with Anti-Money Laundering (AML), Counter-Terrorism Financing (CTF), and anti-proliferation regulations. BlockDev reserves the right to request enhanced due diligence (EDD) for high-risk clients, jurisdictions, or industries. This may include additional documentation, financial statements, business references, or in-depth background checks on directors and UBOs. Clients must ensure that all submitted documents are accurate, up-to-date, and legally valid. Failure to provide the required KYC and CDD documentation, or submission of fraudulent, misleading, or incomplete information, may result in delays in VIBAN issuance, rejection of the application, or immediate suspension or termination of services. BlockDev also retains the right to conduct periodic reviews and request updated KYC/CDD documents throughout the duration of the client relationship.
3.2. BlockDev will conduct due diligence checks on all clients and reserves the right to reject any client who does not meet its compliance standards.
3.3. Clients must immediately, and in any case no later than three (3) calendar days from the date of the change, inform BlockDev of any changes to their business operations, ownership structure, key management personnel, registered or operational address, legal status, or any other material factors that may affect their risk profile. This includes, but is not limited to, mergers, acquisitions, changes in ultimate beneficial ownership (UBO), modifications to the nature of business activities, or any regulatory or legal issues that may impact compliance with applicable laws and regulations.
Failure to notify BlockDev of such changes in a timely manner may result in the following consequences:
● Suspension or restriction of services: BlockDev reserves the right to suspend or limit the client’s access to their VIBAN and associated payment services until the updated information is provided and verified.
● Enhanced due diligence (EDD) requirements: The client may be subject to an in- depth compliance review, including the submission of additional documentation, explanations regarding the changes, and updated KYC and CDD records.
● Delays in transaction processing: Payments, withdrawals, or other account-related transactions may be delayed or held until all required updates have been received and reviewed.
● Account termination: If a client fails to notify BlockDev of significant changes within a reasonable period, or if the new business structure or activities fall outside of BlockDev’s risk appetite or regulatory compliance requirements, BlockDev may terminate the client’s VIBAN and associated services.
● Regulatory reporting: If the lack of disclosure raises suspicion of fraudulent activity, money laundering, terrorist financing, or other regulatory breaches, BlockDev may report the client to the relevant financial intelligence units, law enforcement agencies, or regulatory authorities as required by law.
3.4. BlockDev shall retain the right to suspend or terminate VIBAN services if a client fails to provide updated KYC documentation upon request.
3.5. Clients must maintain accurate records of their transactions and provide supporting documentation upon request by BlockDev.
3.6. BlockDev may impose transaction limits, hold funds, or request additional verification for high-risk transactions.
3.7. BlockDev reserves the right to request updated documentation at any time and to conduct periodic compliance reviews to ensure ongoing adherence to its regulatory obligations. Clients are expected to proactively maintain open communication and transparency with BlockDev to prevent disruptions to their services.
3.8. BlockDev AD shall retain the right to add new services and change the aforementioned ones by giving notice to the customers through the respective channels and by publishing the relevant information of its web page.
IV. TRANSACTION MONITORING AND RESTRICTIONS
4.1. All transactions processed through a VIBAN are subject to monitoring by BlockDev. Suspicious transactions may be reported to relevant authorities.
4.2. BlockDev reserves the right to place transaction limits, reject payments, or freeze accounts if deemed necessary for compliance reasons.
4.3. Clients must not use VIBANs for activities that are illegal or violate BlockDev’s risk and AML/CFT policies.
4.4. BlockDev shall retain the right to perform enhanced due diligence on any client whose transactions are deemed high risk.
4.5. Transactions involving high-risk jurisdictions or counterparties may be subject to additional scrutiny and delayed processing times.
4.6. If fraudulent activity is detected, BlockDev may immediately suspend access to VIBAN services and report the activity to authorities.
4.7. Clients must not attempt to bypass transaction monitoring systems or engage in structured transactions to evade regulatory oversight. Clients attempting to bypass these safeguards by conducting structured transactions or using other evasive tactics are violating the trust and integrity of the financial system.
V. ACCOUNT CLOSURE
5.1. A VIBAN may be closed under the following circumstances:
● Upon request by BlockDev or the client.
● At the sole discretion of BlockDev, with or without notice.
● If the client violates BlockDev’s compliance rules or engages in prohibited activities.
● In the event that RYVYL insists on closing the client’s VIBAN
5.2. Upon account closure, any remaining funds will be returned to the client after deducting any applicable fees.
5.3. BlockDev may terminate a client’s VIBAN if the account remains inactive for a period of 90 days.
5.4. BlockDev reserves the right to retain funds in a closed account for a period of up to 180 days if there are pending compliance reviews or regulatory obligations.
5.5. If an account is closed due to regulatory violations, BlockDev may hold the funds until law enforcement or regulatory authorities provide further instructions.
VI. FEES AND CHARGES
6.1. Fees for VIBAN issuance, maintenance, and transactions shall be determined according to BlockDev’s tariff structure.
6.2. Clients are responsible for all fees associated with their VIBAN usage. Fees may be automatically deducted from the client’s account.
6.3. BlockDev reserves the right to modify its fee structure at its discretion, provided that clients are given at least two months' prior notice. If a client does not agree with the updated fee structure, they may choose to terminate the contract without incurring any penalties or additional fees, provided that they do so before the new fee structure takes effect. To ensure transparency and clear communication, BlockDev will publish the updated fee structure on its official website. Additionally, all affected clients will be notified directly via email about the changes, ensuring that every client has received the necessary information in a timely manner.
6.4. Any fees incurred due to regulatory reporting or additional compliance checks shall be charged to the client.
6.5. In cases where a client’s account balance is insufficient to cover fees, BlockDev may suspend account functionality until payment is received.
XI. OBJECTIONS. RESOLVING DISPUTES
7.1. In the event of non-performance or improper processing of a payment transactionauthorized by the Customer, the Customer shall have the right to submit an objection to BlockDev AD.
7.2. The Customer's objection must be submitted in writing and accompanied by all relevant documents necessary to clarify the dispute.
7.3. The date on which BlockDev AD receives all the documents justifying the objection will be considered as the date of receipt.
7.4. BlockDev AD will respond in writing to the Customer's objection within 15 (fifteen) days from the date of receipt. However, if BlockDev AD is unable to provide a decisionwithin this period due to circumstances beyond its control, it shall notify the Customer, providing the reasons for the delay and specifying the extended timeframe within which the Customer can expect a resolution. In any case, the period for issuing a ruling will not exceed 35 office days from the date the objection is received.
7.5. If the Customer disagrees with BlockDev AD's response, they may refer the dispute to the Payment Disputes Reconciliation Committee of the Consumers Protection Commission or to the competent Bulgarian court. The contact details for the Payment Disputes Reconciliation Committee are as follows: Sofia, 1000, Vrabcha Street 1, Floor4; phone number: +359 2 9330565; email: adr.payment@kzp.bg; website: www.kzp.bg and www.abanksb.bg/pkps.
7.6. BlockDev AD will not be held responsible for extraordinary and unforeseen circumstances beyond its control, where the consequences of such circumstancescould not have been avoided despite all reasonable efforts. Additionally, BlockDev AD will not be held liable if it has acted in compliance with regulatory requirements imposedby relevant authorities.
7.7. This Agreement and these Terms and Conditions are governed exclusively by the laws of the Republic of Bulgaria. Any disputes arising from or related to this Agreementor the Terms and Conditions that cannot be resolved amicably between the parties shall be settled by the competent Bulgarian court.
XIII. PERSONAL DATA PROTECTION
BlockDev AD shall process personal data in compliance with the European Parliament and Council Regulation (EU) 2016/679 dated 27.04.2016 (General Data ProtectionRegulation).
Detailed information regarding the purposes and legal basis for processing personal data, categories of personal data recipients, the period for which personal data will be stored, the rights of data subjects in relation to the processing of their personal data by BlockDev AD, and the manner in which these rights can be exercised, can be found in the Personal Data Policy available on the Company's website.
Additionally, the contact details of the Data Protection Officer and any other information required by the General Data Protection Regulation are provided in the same policy. To ensure that only authorized individuals can access personal data and services, strict identity verification mechanisms are implemented. This includes:
Multi-factor authentication is used to verify the customer's identity, requiring users to go through two or more independent verification stages, such as a combination of a password and a one-time code sent via SMS or generated through a mobile application.
XIV. REPRESENTATIONS AND WARRANTIES
9.1. Each Party represents and warrants to the other Party that:
14.1.1. It is duly organized, validly existing, and in good standing under the laws of its country of incorporation;
9.1.2. It has and will maintain all required rights, powers, and authorizations to enter into this Agreement and fulfill its obligations;
9.1.3. It will perform its obligations with reasonable skill and care;
9.1.4. It has in place and will maintain adequate facilities to comply with its obligations under the applicable laws and regulations, including data protection and confidentiality
obligations;
9.2. The Client represents and warrants that they will:
9.2.1. Maintain their legal entity as active and solvent for the duration of this Agreement;
9.2.2. Comply with this Agreement;
9.2.3. There are no pending actions by third parties, legal suits, or proceedings at law or in equity against the Client that would substantially impair the Client’s ability to carry on its business as contemplated herein or adversely affect its financial condition or operations;
9.3. The Client represents and warrants that all information provided in connection with this Agreement is true, accurate, and complete.
X. CONFIDENTIALITY
10.1. Each Party shall treat as confidential all Confidential Information and will not, without the prior written consent of the other Party, disclose or use such Confidential Information except for the purposes of this Agreement.
10.2. Each Party may disclose the Confidential Information to its professional advisers, employees, officers, sub-contractors, and agents ("Personnel") who need to know it for the purpose of performing its obligations under this Agreement and only where such Personnel agrees to act in compliance with the confidentiality requirements of this clause.
10.3. For the avoidance of doubt, the obligation set in this clause shall not apply if and to the extent that any Confidential Information is required to be disclosed to any
governmental or regulatory authority, by any order of a court of competent jurisdiction, or any regulatory, judicial, governmental, or similar body, or taxation authority of competent jurisdiction, by the rules of a recognized stock exchange on which a Party's shares are listed, or by law.
10.4. On termination of thise Agreement for whatever reason, each Party shall forthwith cease to use any Confidential Information of the other Party and shall return on demand, or at the request of the other Party, destroy or permanently erase all copies of that Confidential Information in its possession or control, except that either Party may retain one copy of such part of the Confidential Information for the purposes of and for as long as required by law or by judicial or administrative process or for its legitimate internal compliance issues.
XI. INDEMNIFICATION
11.1. The Client agrees to indemnify in full and hold BlockDev AD harmless from any and all losses, claims, damages, liabilities, and expenses, including attorneys’ fees and costs, arising out of any of the following:
11.1.1. The Client’s failure to comply with these General Terms and Conditions and this Agreement;
11.1.2. Any act or omission of the Client;
11.1.3. Fraudulent activity;
11.1.4. The Client’s failure to comply with any applicable law, rule, or regulation;
11.1.5. Any investigation involving the Client in which BlockDev AD participates in any manner;
11.1.6. The fraud or dishonesty of the Client.
XII. INTELLECTUAL PROPERTY
12.1. These Terms and Conditions do not transfer, and are not intended to transfer, to the Client any intellectual property rights owned by BlockDev AD at the commencement of this Agreement, nor any intellectual property rights that BlockDev AD creates, acquires, or develops during the term of this Agreement.
12.2. BlockDev AD owns, and will continue to own, all right, title, and interest in intellectual property rights that it owned prior to this Agreement.
XIII. ASSIGNMENT AND SUBCONTRACTING
13.1. This Agreement is personal to the Client, and the Client cannot assign or transfer it, nor transfer or pledge any of their rights arising from this Agreement.
13.2. The Client may only use an agent or subcontractor in relation to the performance of their obligations under this Agreement (including the Client’s obligations related to the supply of goods and/or services) with BlockDev AD’s prior written consent, and BlockDev AD may withdraw that consent at any time. If the Client does use an agent or subcontractor for such purposes, the Client shall remain responsible for complying with this Agreement and these Terms and Conditions as if the Client were not using such agent or subcontractor.