Terms and Conditions

of 3-102-965053 Sociedad de Responsabilidad Limitada, trading as Newrails International Limited

Effective from: July 1, 2026 · Version: 1.0

1. Introduction

1.1. These Terms and Conditions ("Terms") govern the use of services provided by 3-102-965053 Sociedad de Responsabilidad Limitada, a limited liability company (sociedad de responsabilidad limitada) incorporated under the laws of the Republic of Costa Rica, corporate identification number 3-102-965053, with its registered office at Avenida Siete, Calle Veintinueve, Edificio 2910, Centro Corporativo AG, Barrio Escalante, Carmen, San José, Costa Rica (the "Company", "we" or "us"). The Company trades under the name Newrails International Limited.

1.2. The Company provides services relating to virtual assets. Virtual assets are not legal tender in Costa Rica, where the only legal tender is the Costa Rican colón, and are not currency, electronic money, securities, or deposits. The Company is not a bank, an electronic money institution, a payment institution, an investment firm, or a securities intermediary, and is not supervised as such by the Superintendencia General de Entidades Financieras (SUGEF), the Superintendencia General de Valores (SUGEVAL), the Consejo Nacional de Supervisión del Sistema Financiero (CONASSIF), or the Banco Central de Costa Rica (BCCR).

1.3. The Company provides the Services only to Clients located outside the European Economic Area (EEA). The Company does not offer, market, advertise, solicit, or promote the Services to persons resident or established in the EEA, and does not hold any authorisation under Regulation (EU) 2023/1114 (MiCA) or any other authorisation of the European Union or its Member States. No such authorisation or representation should be inferred from these Terms.

1.4. To the extent that the Company is or becomes subject to registration with SUGEF as a virtual asset service provider under the anti-money-laundering framework of Costa Rica (Law No. 7786, as amended), the Company conducts its activities in accordance with that framework. Any such registration is for anti-money-laundering supervision only and does not constitute authorisation, endorsement, or prudential supervision of the Company or the Services.

1.5. By registering for an account, accessing, or using the Services, the Client ("you") agrees to be bound by these Terms. If you do not agree with these Terms, you must not use the Services.

2. Scope of services

2.1. The Company provides the following services (the "Services"):

(a) exchange of virtual assets for fiat currency and vice versa; (b) exchange of virtual assets for other virtual assets; (c) transfer of virtual assets on behalf of the Client; (d) custody and administration of virtual assets on behalf of the Client.

2.2. The Services are provided through the Company's online platform accessible at www.newrails.xyz (the "Platform"). The Platform is operated for the submission and completion of orders relating to the Services and for Client identification and verification.

2.3. The list of supported virtual assets, fiat currencies, payment methods, and any applicable limits is published on the Platform and may be updated from time to time.

2.4. The Services are available to natural persons of at least 18 years of age and to legal persons duly incorporated in eligible jurisdictions, in each case located outside the EEA. The Company does not accept Clients who are resident, domiciled, or established in the EEA, and may refuse, suspend, or terminate any Client who is or becomes EEA-located. The Company may also exclude Clients from other jurisdictions listed on the Platform from time to time (including jurisdictions subject to sanctions or where provision of the Services would be unlawful).

2.5. The Services do not include: payment services, electronic money issuance, investment services, deposit-taking, lending, staking, yield generation, investment advice, portfolio management, or tax advice. Virtual assets held by the Company on behalf of Clients are not covered by any deposit-insurance, investor-compensation, or similar protection scheme in Costa Rica or elsewhere.

2.6. The Services are made available through a platform operated under a multi-entity model that also features services provided by an affiliated electronic money institution authorised in the European Economic Area (the "Affiliated EMI"). EUR accounts and the issuance and redemption of the euro-denominated electronic money token EURW are provided by the Affiliated EMI under its own separate terms. The Client enters into a separate contract with each entity for the services that entity provides, and the platform discloses, at the point of use, which entity legally provides each service. Each entity is responsible only for the services it provides and not for the services provided by the other.

2.7. Where the Client exchanges EURW for a virtual asset, the EURW is issued by the Affiliated EMI and recorded in the Client's account with the Company. The Company executes the exchange on its own books, against its own inventory or via routed liquidity, and the resulting virtual asset is credited to the Client's balance with the Company. The issuance and redemption of EURW for EUR are provided by the Affiliated EMI under its own separate terms and are not services of the Company.

2.8. EURW is an electronic money token issued by the Affiliated EMI. Other virtual assets supported by the Company are issued by their respective third-party issuers. The Company does not issue any virtual asset or token. The exchange rate between virtual assets is determined at the moment of execution in accordance with Clause 4.2.

3. Client account and onboarding

3.1. To use the Services, the Client must register an account on the Platform. The Client's identification and verification is performed by the Affiliated EMI as described in Clause 3.6. The Company's provision of the Services is conditional on satisfactory completion of that process.

3.2. The Client must provide accurate, complete, and current information during Onboarding and undertakes to update it without undue delay if it changes. The Company may request additional information or documentation at any time during the relationship and may suspend the account pending receipt.

3.3. The Company may refuse to open an account or to provide the Services if the identification and verification process conducted by the Affiliated EMI is not satisfactorily completed, if the Client is or becomes located in the EEA, if the Client is subject to international sanctions, or if there are reasonable grounds to suspect fraud, money laundering, terrorist financing, or other unlawful conduct.

3.4. The Client is responsible for the security of the account, including login credentials and any two-factor authentication, and must notify the Company without undue delay of any unauthorised access. The Company is not liable for losses resulting from the Client's failure to safeguard the account.

3.5. Only one account per Client is permitted unless expressly authorised by the Company.

3.6. The Client's identification and verification (Onboarding) is performed by the Affiliated EMI, and the Company relies on that customer due diligence under a written reliance arrangement between the Company and the Affiliated EMI, consistent with applicable anti-money-laundering law and international standards. The Client's identification data and related information are collected by the Affiliated EMI and shared with, and relied upon by, the Company for this purpose, as further described in Clause 14 (Data Protection) and the Privacy Policy.

3.7. The Services are available only to Clients located outside the EEA. If at any time a Client becomes resident, domiciled, or established in the EEA, the Company will: (a) withdraw the virtual asset exchange and transfer functions from the Client's account; (b) arrange for any virtual asset balance held for the Client to be exchanged back into EURW and transferred to the Client's EURW wallet with the Affiliated EMI for redemption into EUR by the Affiliated EMI; and (c) terminate the Client's relationship with the Company within the timeframe required by applicable law. The Client consents to these steps, including the exchange of the Client's virtual asset balance into EURW for this purpose, and acknowledges that they are a condition of the Company's Services.

4. Orders and transactions

4.1. Orders are submitted by the Client through the Platform. Each Order constitutes a binding offer to enter into the relevant transaction at the price and on the terms displayed at the moment of submission.

4.2. Prices of virtual assets displayed on the Platform are indicative until the moment of execution. The final exchange rate is determined at the moment of receipt of the Client's funds or virtual assets by the Company. The Client acknowledges that the price of virtual assets is subject to rapid fluctuation and that the final settlement value may differ from the indicative price.

4.3. Once executed, a transaction is final and irreversible. The Client is responsible for the accuracy of all transaction details, including the recipient wallet address, the network used, the amount, and the asset type. The Company is not liable for losses arising from incorrect Client instructions, including transfers sent to a wrong address or on an incompatible blockchain network.

4.4. The Company may refuse or delay an Order where:

(a) the Order exceeds applicable limits; (b) there are reasonable grounds to suspect fraud or unlawful activity; (c) execution would breach applicable law, including anti-money-laundering or sanctions requirements; or (d) market conditions or third-party service disruptions prevent execution.

4.5. Where the Company transfers virtual assets, it applies the "travel rule" and is required to collect, verify, retain, and, where applicable, transmit information about the originator and beneficiary of the transfer. The Client undertakes to provide all information reasonably requested for this purpose. The Company may suspend or refuse transfers where required information is missing or cannot be verified.

5. Custody of virtual assets

5.1. Where the Company holds virtual assets on behalf of the Client, such virtual assets are held administratively separately from the Company's own assets, and the Company maintains records sufficient to identify the Client entitled to them at any time.

5.2. The Client's claim in respect of virtual assets held in custody is a contractual claim for delivery of virtual assets of the same type and quantity, and not a proprietary claim to specific tokens. The Company may use sub-custodians or third-party wallet-infrastructure providers, in which case the contractual relationship between the Company and the Client remains unaffected.

5.3. The Company makes no representation, guarantee, or commitment in respect of forks, airdrops, network migrations, or the creation or distribution of new virtual assets, and is under no obligation to support, list, credit, claim, or otherwise make available to the Client any forked, airdropped, or migrated asset. If the Client wishes to participate in a fork, airdrop, or migration, the Client should withdraw the relevant virtual asset to a wallet under the Client's own control in good time before any applicable deadline. The Company is not liable for any loss arising from its decision to support or not support, or its inability to support, any such event.

5.4. The Company may discontinue support for any virtual asset or fiat currency at any time. In such a case the Company may cancel related instructions, require the Client to withdraw the affected balance within a reasonable period notified to the Client, and, if the Client fails to do so, convert or liquidate the affected balance into another asset and hold the proceeds for the Client. To the maximum extent permitted by law, the Company is not liable for any loss arising from the discontinuation of support for a virtual asset or fiat currency or from any resulting conversion or liquidation.

6. Fees

6.1. The Client agrees to pay the fees, charges, spreads, and other amounts set out in the Fee Schedule, accessible at www.newrails.xyz. The Fee Schedule forms an integral part of these Terms.

6.2. Fees may take the form of fixed amounts, percentage fees, spreads embedded in the exchange rate, blockchain network fees passed through to the Client, or third-party fees.

6.3. The Company may amend the Fee Schedule from time to time. Amendments will be notified through the Platform or by email at least 30 days prior to the effective date. Continued use of the Services after the effective date constitutes acceptance.

6.4. The Client is solely responsible for any taxes, duties, or levies arising from transactions in or holdings of virtual assets. The Company does not provide tax advice and may be required by applicable law to report Client data to competent authorities.

7. Risk acknowledgement

7.1. The Client acknowledges and understands that virtual assets are subject to high price volatility and that transactions may result in total loss of the value invested.

7.2. The Client further acknowledges that:

(a) the Company is not authorised under MiCA or supervised as a financial institution, and the Services are not covered by any deposit, investor, or crypto-asset compensation scheme;

(b) virtual asset transactions depend on blockchain networks and may be affected by forks, congestion, smart-contract errors, or other technological events;

(c) the legal and regulatory treatment of virtual assets may change and may restrict, suspend, or terminate the Company's ability to provide the Services;

(d) the Client is solely responsible for evaluating the suitability of transactions for the Client's financial situation and risk tolerance.

7.3. The Company does not provide investment, legal, or tax advice. The Client should seek independent advice before entering into any transaction.

8. Conflicts of interest and related parties

8.1. The Company forms part of a corporate group. Other members of the group, including the Affiliated EMI, may issue, hold, or have a financial interest in virtual assets that the Company supports, including the euro-denominated electronic money token EURW issued by the Affiliated EMI. In particular, EURW is the settlement asset used in the exchange Services, and the Company routinely holds EURW inventory and redeems EURW with the Affiliated EMI in the course of providing the Services. The Company may also receive direct or indirect benefits in connection with particular virtual assets. The Client acknowledges that dealings between the Company and the Affiliated EMI in EURW are a structural feature of the Services and may give rise to a conflict of interest.

8.2. The Company takes reasonable steps to identify, prevent, and manage conflicts of interest. Where a conflict cannot be avoided, the Company discloses its general nature so that the Client can make an informed decision. The Client acknowledges these arrangements and agrees that the Company may provide the Services notwithstanding such conflicts.

9. Finality, refunds, and cancellations

9.1. Given the nature of virtual assets and the dependence of their price on market fluctuations beyond the Company's control, executed transactions are final and are not subject to any cooling-off, withdrawal, refund, reversal, or cancellation right, except as required by mandatory applicable law or where the Company determines, at its sole discretion, that a refund is appropriate to remedy a technical error.

9.2. Chargebacks initiated through the Client's payment service provider in respect of validly executed transactions are not permitted and constitute a material breach of these Terms.

10. Suspension and termination

10.1. The Company may suspend the account or the provision of the Services, in whole or in part, without prior notice, where:

(a) there are reasonable grounds to suspect breach of these Terms, fraud, or unlawful conduct; (b) suspension is required by law or by order of a competent authority; (c) there is a security incident or technical issue; or (d) the Client has initiated an unjustified chargeback or is or becomes located in the EEA.

10.2. The Company may terminate the contract with immediate effect where the Client has materially breached these Terms, is subject to international sanctions, has become EEA-located, or where continued provision of the Services would breach applicable law.

10.3. The Client may terminate the contract at any time by written notice to the Company, subject to settlement of all outstanding obligations and completion of any required anti-money-laundering and sanctions checks.

10.4. The Company may terminate the contract for any reason by giving the Client at least 30 days' prior written notice. Upon termination, the Client must withdraw any remaining virtual assets within the period specified by the Company.

10.5. Where an account shows no Client-initiated activity for a continuous period of 12 months, the Company may treat the account as dormant, notify the Client at the contact details on record, and request that the Client withdraw any balances. The Company may apply a reasonable dormant-account administration fee as set out in the Fee Schedule and may deal with unclaimed balances in accordance with applicable law.

11. Prohibited use

11.1. The Client undertakes not to use the Services for any unlawful, fraudulent, or prohibited purpose, including money laundering, terrorist financing, sanctions evasion, market manipulation, or any activity prohibited by applicable law.

11.2. Breach of this Clause 11 entitles the Company to suspend or terminate the account, report the Client to competent authorities, and recover any resulting losses.

12. Intellectual property

12.1. All intellectual property rights in the Platform, including software, design, trademarks, and content, are owned by the Company or its licensors. The Client receives only a limited, non-exclusive, non-transferable, revocable licence to use the Platform for the purpose of receiving the Services.

12.2. The Client must not copy, modify, reverse-engineer, or distribute any part of the Platform, save as permitted by mandatory law.

13. Liability

13.1. The Company provides the Services with reasonable professional care but does not warrant uninterrupted, error-free, or secure operation of the Platform.

13.2. To the maximum extent permitted by law, the Company is not liable for losses arising from: (a) market price fluctuations; (b) blockchain network failures, forks, congestion, or smart-contract errors; (c) the Client's incorrect Order details; (d) unauthorised access to the Client's account caused by the Client's failure to safeguard credentials; (e) acts or omissions of third-party service providers; or (f) indirect, consequential, or special damages, including loss of profit; or (g) any cause that does not relate to the Company's own conduct, including technical failures or forks of a virtual-asset protocol and the acts or omissions of other clients or third parties.

13.3. Nothing in these Terms excludes or limits liability for damage caused intentionally or by gross negligence, or for any liability which cannot be excluded under mandatory law.

13.4. The Company's aggregate liability arising under or in connection with the contract is limited, to the maximum extent permitted by law, to the fees paid by the Client to the Company in the 12 months preceding the event giving rise to the claim.

13.5. The Client shall indemnify the Company against any loss, liability, cost (including reasonable legal costs), damage, or expense arising from the Client's breach of these Terms, the Client's misuse of the Services, or any fraudulent, negligent, or unlawful act or omission of the Client.

14. Data protection

14.1. The Company processes personal data in accordance with the Law on the Protection of Individuals with regard to the Processing of their Personal Data (Law No. 8968) and its regulations, as set out in the Privacy Policy. By using the Services, the Client acknowledges having read the Privacy Policy and consents to the processing and international transfer of personal data described in it, including transfers to and from members of the Company's group.

15. Communications and amendments

15.1. The Company communicates with the Client through the Platform, by email, or by other durable electronic means. The Client is responsible for keeping contact details up to date and for checking for messages regularly.

15.2. The Client consents to receive all communications, agreements, notices, and disclosures electronically. A communication sent by the Company to the email address or Platform account on record is deemed received by the Client on the next business day after it is sent, whether or not the Client actually accesses it, including where the Client does not receive it because the contact details on record are incorrect or out of date.

15.3. The Company may amend these Terms from time to time. Amendments will be notified at least 30 days prior to their effective date. If the Client does not agree with an amendment, the Client may terminate the contract before the effective date. Continued use of the Services after the effective date constitutes acceptance.

16. Complaints

16.1. Complaints may be submitted by email to info@newrailsintl.com or by post to the registered office of the Company. The complaint should include the Client's identification, a description of the complaint, the relevant transaction, and the desired remedy.

16.2. The Company will acknowledge receipt within 5 business days and resolve the complaint within 30 days of receipt. In particularly complex cases, this period may be extended by a further period not exceeding 30 days, with notice to the Client.

17. Governing law and jurisdiction

17.1. These Terms and any non-contractual obligations arising from them are governed by the laws of the Republic of Costa Rica.

17.2. Any dispute arising from or in connection with these Terms shall be subject to the exclusive jurisdiction of the competent courts of San José, Costa Rica.

18. Final provisions

18.1. The Client may not assign any rights or obligations under the contract without the prior written consent of the Company. The Company may assign or transfer rights and obligations, in particular in connection with a group reorganisation or transfer of business.

18.2. If any provision of these Terms is invalid or unenforceable, the remaining provisions remain in full force and effect.

18.3. These Terms are available in English. The English version prevails over any translation.

18.4. These Terms are effective as of the date stated above and supersede any prior terms relating to the same subject matter.

3-102-965053 Sociedad de Responsabilidad Limitada, trading as Newrails International Limited
Corporate identification number: 3-102-965053
Registered office: Avenida Siete, Calle Veintinueve, Edificio 2910, Centro Corporativo AG, Barrio Escalante, Carmen, San José, Costa Rica
Email: info@newrailsintl.com | Web: www.newrails.xyz