NEWRAILS UAB GENERAL TERMS AND CONDITIONS

March 2026

The contents of these General Terms and Conditions provided by Newrails (hereinafter referred to as the "Terms & Conditions" or the "Agreement") are important as they create a legally binding agreement between the client (hereinafter referred to as the "Client") and Newrails UAB, a company incorporated under the laws of the Republic of Lithuania, company code 305270426, registered within the Register of Legal Entities of the Republic of Lithuania, having its registered office at Švitrigailos str. 11C, Vilnius, Lithuania, holding electronic money institution license No 69, issued by the Bank of Lithuania on 04-06-2020 (hereinafter referred to as the "Company") that determines the main terms and conditions related to registering in My Newrails, opening Accounts within the Company, and using the Services. The Client's onboarding questionnaire and these Terms & Conditions constitute the agreement between the Client and the Company for the provision of Services, including the opening and maintenance of Payment Accounts and, where separately agreed, E-Money Accounts and E-Money Token Accounts. These Terms & Conditions apply to the Client after the Client becomes acquainted with the terms of this Agreement, accepts the Terms & Conditions in My Newrails, gets approval notification from the Company and starts using the respective Services.

The Client's funds collected by the Company are protected against any claims from other creditors of the Company, including in the event of enforcement proceedings or insolvency proceedings against the Company. All Client's funds are safeguarded in accordance with applicable laws and regulatory requirements. The Client's funds are deposited into a Segregated Account opened with a Credit Institution.

The Client and the Company hereinafter are also referred as the "Parties".

1. PREAMBLE

• 1.1. This Agreement and its Annexes (the Price list and other ones, if any) shall form an inseparable part of the Agreement. The Agreement shall be read and interpreted in concert following the relevant context in relation to each Client.
• 1.2. Services under these Terms & Conditions shall be provided for business and / or individual purposes only, i. e. by accepting these Terms & Conditions you confirm that Services will be used for your personal needs and / or business needs separately. An individual Account cannot be used for business purposes. Accordingly, in case the Client is not a Consumer the Parties mutually agree to rely on the exemption of Article 3(7) of the Law on Payments of the Republic of Lithuania and consequently shall apply provisions of Section III, Articles 4(1), 4(2), 4(3), 11(1), 11(2), 11(5), 29(3), 36, 37, 39, 41, 44, 51, 52 of the Law on Payments of Lithuania to the extent provided in this Agreement.
• 1.3. In case certain relations are not covered by this Agreement and if they do not fall under the exception as specified under Clause 1.2 of this Agreement, such relations shall be regulated following requirements of applicable laws.

2. ABOUT US

• 2.1. The Company holds electronic money institution license No 69 issued by the Bank of Lithuania on 04-06-2020. The electronic money institution license authorizes the Company to provide Services that are listed in the license. The license may be found following the link: https://www.lb.lt/lt/frd-licencijos/view_license?id=1944. Licensed Company Services include:
  • 2.1.1. Issuing of E-Money;
  • 2.1.2. Distribution and redemption of E-Money;
  • 2.1.3. Issuing of payment instruments and/or acquiring of payment;
  • 2.1.4. Execution of payment transactions, including transfers of funds on a payment account with the payment service provider of the payment service user or with another payment service provider: execution of direct debits, including one-off direct debits, execution of payment transactions through a payment card or a similar device and/or execution of credit transfers, including standing orders;
  • 2.1.5. Issuing of E-Money tokens and redemption of E-Money tokens;
  • 2.1.6. Custody and administration of E-Money Tokens the Company issues -on behalf of clients and transfer services for E-Money Tokens the Company issues.
• 2.2. The Company can be contacted by email at: info@newrails.xyz.
• 2.3. The Company's activities are supervised by the Bank of Lithuania, which is located at Gedimino avenue 6, LT-01103 Vilnius, the Republic of Lithuania, phone No. +370 800 50 500. Further details of the Bank of Lithuania are available at its official website: https://www.lb.lt/en/.

3. ACCEPTANCE OF TERMS AND CONDITIONS

• 3.1. Terms and conditions set out in this Agreement establish mutual rights, duties and responsibilities between the Client and the Company in relation to the concluded Agreement, including rights, duties and responsibilities with respect to termination, extent and modification of the Agreement.
• 3.2. Acceptance of this Agreement constitutes the Client's confirmation that the Client has read, understood, and agrees to be bound by all terms of this Agreement. The Client may direct any questions regarding the Agreement to the Company at the contact details set out in Clause 2.2 prior to acceptance.
• 3.3. Since the Company provides the Services by electronic means, Client's instructions given to the Company shall be confirmed by the means the Company uses to confirm the Client's identity on My Newrails. The Client's consents, approvals, acceptances and other statements given through the use of My Newrails shall have the same legal validity as the Client's signature on a written document. The Client's agreements concluded with the Company via My Newrails, available at www.newrails.xyz (the "Website") shall be deemed to be written agreements concluded between the Client and the Company.

4. DEFINITIONS

• 4.1. Agreement – means this Agreement and all its Annexes (the Price List and other Annexes, if any) under which the Client and the Company agree on the terms and conditions of the provision of Services. In case other agreements are concluded between the Client and the Company with respect to the provision of Services after this Agreement is concluded, those subsequent agreements shall be considered as integral part of this Agreement. The Agreement supersedes all prior written and oral agreements and all other communication between the Company and the Client.
• 4.2. My Newrails – means the Company's electronic platform where the Client's user account is established and through which the Services are provided. My Newrails is accessible via the Company's website (internet banking) and the Company's mobile application, as available. Both access channels are subject to the same Authentication procedure and Strong Customer Authentication requirements under this Agreement.
• 4.3. Account - means, as the context requires, any of the following distinct account types maintained by the Company for the Client: (a) Payment Account; (b) E-Money Account; or (c) E-Money Token Account.
• 4.4. Authentication procedure – procedure, whereby the Company identifies the Client or checks the validity and use of the Clients' security and authentication means.
• 4.5. Business Day – means Monday, Tuesday, Wednesday, Thursday and Friday, i. e. days when the Company and credit institutions, operating in the Republic of Lithuania, are open for business. Saturday, Sunday and holidays, when the Company and credit institutions, operating in the Republic of Lithuania, are not open for business, are not considered as Business Day. "Day" or "days" — unless expressly stated as Business Days, all references to days in this Agreement mean calendar days.
• 4.6. Credit Institution – means a credit institution as defined in Article 4(1)(1) of Regulation (EU) No 575/2013 (Capital Requirements Regulation).
• 4.7. Client – means a Legal Entity (merchant/ business person) or a Consumer having contractual relationship with the Company under this Agreement, the subject matter of which is provision of Services. A reference to "you" under this Agreement shall be understood as a reference to the Client.
• 4.8. Confidential Information – means non-public information disclosed by one Party to the other in connection with this Agreement, including the Client's KYC/KYB documentation, transaction data, Account information, authentication credentials, and any information expressly designated as confidential at the time of disclosure. Confidential Information does not include information that is or becomes publicly available through no fault of the receiving Party, was already known to the receiving Party, or was independently developed without reference to the disclosing Party's information.
• 4.9. Consumer – means a natural person who, in connection to the Agreement, is acting for purposes other than his or her trade, business or profession.
• 4.10. Crypto-asset – means a digital representation of a value or of a right that is able to be transferred and stored electronically using distributed ledger technology or similar technology;
• 4.11. Durable medium – means any medium that enables the Client to store information addressed personally to him in a way accessible for future reference for a period of time adequate to the purposes of the information and which allows the unchanged reproduction of the information stored.
• 4.12. Distributed ledger technology or 'DLT' – means a technology that enables the operation and use of distributed ledgers;
• 4.13. E-Money (electronic money) – means electronically stored monetary value as represented by a claim on the Company, which is issued on receipt of funds for the purpose of making payment transactions and which is accepted by natural or legal persons other than the Company.
• 4.14. E-Money Account – means an account opened and maintained by the Company in the Client's name for the purpose of issuing, holding, transferring, and redeeming E-Money. The E-Money Account reflects the amount of E-Money issued to and held by the Client and may be used to execute payment transactions, receive or transfer E-Money, and request redemption of E-Money into FIAT in accordance with these Terms and Conditions. The E-Money Account is not a payment account or bank account and does not constitute a deposit under applicable law.
• 4.15. E-Money Token – means a type of Crypto-asset that purports to maintain a stable value by referencing the value of one official currency;
• 4.16. E-Money Token Account – means a dedicated account created and maintained by the Company for the purpose of issuing, holding, transferring, and redeeming E-Money Tokens (EMTs) issued by the Company. The E-Money Token Account reflects the Client's balance of EMTs (e.g., EURW) and is linked to the Client's verified identity. An E-Money Token Account may be used to execute transfers of EMTs, receive EMTs from third parties, and request redemption of EMTs in accordance with these Terms and Conditions.
• 4.17. EURW – means the Newrails Euro E-Money Token, a Euro-denominated electronic money token issued by the Company.
• 4.18. FIAT means government-issued currency that is designated as legal tender in its country of issuance (for example, the euro (EUR), or other official national currencies), excluding any digital or crypto-assets, E-Money Tokens and E-Money.
• 4.19. Foreign Country – country which is not a Member State, or a state of the European Economic Area.
• 4.20. IBAN means the international standardised bank account number structured in accordance with the ISO 13616 standard, used to uniquely identify a payment account. The IBAN consists of a country code, two check digits, and a domestic bank account number, and is required for executing SEPA Credit Transfer and SEPA Instant credit transfers within the Single Euro Payments Area.
• 4.21. Member State – European Union member state, as well as European Economic Area member state.
• 4.22. Payment Account – means an account held in the name of the Client which is used for the execution of payment transactions in FIAT via SEPA Credit Transfer or SEPA Instant, or using correspondent banking services. The Payment Account is the primary account opened for the Client upon completion of the onboarding process described in Section 10.
• 4.23. Payment Instrument - means a personalised device(s) and/or set of procedures agreed between the Client and the Company and used in order to initiate a Payment Order. For the purpose of the Agreement My Newrails is considered as Payment Instrument.
• 4.24. Payment Order – means an unconditional and unequivocal instruction given by the Client to the Company for the performance of the Payment Transfer.
• 4.25. Payer – means a Client who holds an Account and allows a Payment Order from that Account, or, where there is no Account, a Client who gives a Payment Order.
• 4.26. Payment Services – payment services provided to the Client by the Company, namely acquiring of payments and execution of payment transactions based on a Payment Order from a Payment Account, listed in the electronic money institution license issued to the Company. This includes execution of transfers of E-Money, E-Money Tokens issued by the Company if the Client uses these services.
• 4.27. Payment Service Providers – means payment institutions, credit institutions and other service providers that are authorized to provide payment services.
• 4.28. Payment Transaction – means an act, initiated by the Payer or on his behalf or by the Payee, of placing, transferring or withdrawing funds, irrespective of any underlying obligations between the Payer and the Payee.
• 4.29. Payment Transfer – means a Payment Transaction executed by the Company following the Payment Order received from the Client according to this Agreement including, where applicable, transfers of E-Money and E-Money Tokens.
• 4.30. Price list – a list of the Company's services and applicable fees, along with other relevant information, as published on the Company's website at www.newrails.xyz. The Price List forms an integral part of these Terms and Conditions. The Company reserves the right to apply individual tariffs to a Client, which may differ from the standard Price List. In such cases, the applicable fees shall be agreed with the Client in advance before the provision of the relevant service.
• 4.31. Recipient (payee) – means a natural or legal person who is the intended recipient of funds which have been subject of a Payment transaction.
• 4.32. Segregated Account – means a segregated account(s) opened by the Company with a Credit Institution to hold Clients' funds for funds safeguarding purposes.
• 4.33. SEPA means Single Euro Payments Area - the area in which euro-denominated credit transfers and direct debits are executed under harmonised conditions, using standard formats and rules, as established by EU legislation and the European Payments Council. SEPA currently comprises the Member States of the European Union, as well as other participating countries and territories listed by the European Payments Council in its official documentation.
• 4.34. SEPA Instant means a real-time euro payment transaction executed under the SEPA Instant Credit Transfer (or SCT Inst) Scheme, as managed by the European Payments Council, enabling the transfer of funds in euro in near real-time, 24/7/365.
• 4.35. SEPA Credit Transfer or SCT means a euro-denominated credit transfer executed in accordance with the SEPA Credit Transfer Scheme rules as maintained by the European Payments Council and Regulation (EU) No 260/2012.
• 4.36. Services – means the opening and maintenance of Payment Accounts, the provision of Payment Services, and, where separately agreed with the Client: the opening and maintenance of E-Money Accounts, issuance and redemption of E-Money, the opening and maintenance of E-Money Token Accounts, issuance, custody, administration, and redemption of E-Money Tokens, and any other services provided by the Company to the Client under this Agreement.
• 4.37. Supported Network – means any distributed ledger technology network on which the Company issues and supports E-Money Tokens, as published on the Website and as may be updated from time to time in accordance with Annex No.1.
• 4.38. Unique Identifier – means a combination of letters, numbers, or symbols specified by the Company to the Client and used by the Client or a payer to identify unambiguously the payer and/or the recipient in relation to a payment transaction, including transactions executed via E-Money Tokens (for example, IBAN, Wallet address, or other designated payment reference).
• 4.39. Wallet – means any electronic application, software, device, or account that enables a person to store, receive, hold, and transfer E-Money Tokens. A Wallet is associated with a unique DLT address or account identifier used to initiate and record transactions on a distributed ledger or other applicable payment system.
• 4.40. Website – means website of the Company available at www.newrails.xyz.
• 4.41. Other words used in capital letters under this Agreement shall have a meaning provided to them below in this Agreement.

5. SERVICES

• 5.1. During the Term (as defined below) of this Agreement, the Company shall provide the Client with the Services which may be amended from time to time (all or part of them depending on the request of the Client).
• 5.2. Services shall consist of: (a) opening and maintenance of Payment Accounts and the provision of Payment Services; (b) where separately agreed with the Client, opening and maintenance of E-Money Accounts, issuance, and redemption of E-Money; and (c) where separately agreed with the Client, opening and maintenance of E-Money Token Accounts, issuance, custody, and redemption of E-Money Tokens (see Annex No.1 for the terms governing E-Money Token services).
• 5.3. Payment Account: each Client shall have a Payment Account opened upon completion of the onboarding process. The Payment Account shall have an IBAN assigned which uniquely identifies the Account and the Client. The Client shall access the Payment Account through My Newrails. Funds held in the Payment Account do not constitute deposits, are not covered by any deposit guarantee scheme, and do not bear interest.
• 5.4. Payment Services: Payment Services shall be provided by the Company in non-cash form and exclusively in electronic form, using SEPA Credit Transfer, SEPA Instant, internal transfers between Accounts within the Company's system, or, where applicable, by transferring E-Money Tokens issued by the Company.
• 5.5. Services shall be served in EUR and other currencies available on My Newrails. Where E-Money Token services are provided, EURW shall also apply.
• 5.6. If the Client requests the Company to perform additional services than the ones agreed under this Agreement ("New Services"), the Company may, at its sole discretion, provide a written quote to the Client listing the charges for the requested New Services ("New Services Fees"). The Client may accept such a quote within seven (7) calendar days and elect to have the Company to perform the New Services, and the consideration under this Agreement shall be adjusted to also reflect the New Services Fees. If the Client so elects, the New Services will then be deemed part of the "Services" and will be subject to the provisions of this Agreement beginning on the date agreed to by the Parties. For the avoidance of doubt, except as otherwise agreed to by the Company expressly and in writing, the Company shall not in any case be obligated to provide any additional services and shall render any such additional services only to the extent the Company has the ability to do so.
• 5.7. Each Client is free to decide which of the Company's services to use. The Company retains the right, at its sole discretion and subject to applicable law, to reasonably refuse to provide any service to a Client.

6. TERM OF THE AGREEMENT

• 6.1. This Agreement shall continue and is concluded for an unlimited period.
• 6.2. Both the Client and the Company can terminate this Agreement in accordance with conditions provided below in Sections 8 and 9 of this Agreement. The Client shall indicate its payment account details prior to termination of this Agreement, enabling the Company to return available funds (and, where applicable, to reimburse E-Money or process the redemption or transfer of E-Money Tokens in accordance with Annex No.1).

7. CONCLUSION OF THE AGREEMENT

• 7.1. The Agreement is concluded when the Client accepts it through My Newrails and the Company notifies the Client of the successful completion of the onboarding process. The Agreement enters into force on the date of such notification.
• 7.2. The Agreement shall be concluded only if:
  • 7.2.1. the Client has completed the registration and identity verification procedures set out in Section 10;
  • 7.2.2. the Company has completed its risk assessment and determined that the Client may be onboarded; and
  • 7.2.3. the Client has commenced using the Services on My Newrails.
• 7.3. Upon conclusion of the Agreement, the Company shall provide the Client with a copy of the accepted Agreement by delivering it to the Client's email address.

8. MODIFICATION

• 8.1. The Company shall have a right to amend the Agreement unilaterally by giving the Client 10 (ten) calendar days' prior written notice, or in case the Client is a Consumer by giving 60 (sixty) calendar days' prior written notice. Procedure for the submission of notices is described under Section 20 of this Agreement.
• 8.2. If the Client objects to the amendments proposed following the procedure established under Clause 8.1 of the Agreement, the Client shall have a right to terminate the Agreement by submitting to the Company a written notice of termination of the Agreement. Such written notice shall be submitted by the Client to the Company at any time before the date when amendments proposed by the Company shall come into effect. Termination of the Agreement under this clause shall not be subject to any fees applicable by the Company. However, this shall not affect Parties' monetary obligations and all other fees payable shall be paid prior termination comes into effect. Procedure for the submission of notices is described under Section 20 of this Agreement.
• 8.3. The Client shall be deemed to have accepted the proposed amendments, unless the Client notifies the Company and terminates the Agreement as specified under Clause 8.2 of this Agreement.
• 8.4. If the Client does not notify the Company about the termination of the Agreement as specified under Clause 8.2 of this Agreement, the proposed amendments to the Agreement shall come into effect from the date specified by the Company in its notification referred to under Clause 8.1 of this Agreement. Amendments that came into effect shall not have retrospective effect and shall not affect any rights and/ or obligations that have arisen between the Client and the Company before the amendments came into effect.
• 8.5. Notwithstanding clauses 8.1. through 8.4.:
  • 8.5.1. Amendments that are more favourable to the Client, including reductions of fees or introduction of additional services at no extra cost, may take effect immediately upon notification to the Client;
  • 8.5.2. Amendments required by applicable law, regulation, or a binding decision of a competent authority may take effect immediately or within the timeframe prescribed by such law, regulation, or decision, even if shorter than the notice periods set out in clause 8.1;
  • 8.5.3. Changes to interest rates or exchange rates shall be applied immediately and without prior notice where such changes are based on reference interest or exchange rates as agreed under this Agreement.

9. TERMINATION

• 9.1. Termination by Client
  • 9.1.1. The Client may at any time terminate this Agreement by notifying the Company at least 30 (thirty) calendar days prior to the date of termination via the communication channels set out in Section 20 of this Agreement.
  • 9.1.2. If the Client is a Consumer, this Agreement may be terminated at any time by submitting a termination request. The notice period for Consumer Clients shall not exceed 30 (thirty) calendar days.
• 9.2. Termination by the Company - Ordinary
  • 9.2.1. The Company may terminate this Agreement with a Client by providing at least 60 (sixty) calendar days' prior written notice, unless otherwise agreed between the parties.
  • 9.2.2. The Company shall exercise its right under this Clause 9.2 only where genuine and justified grounds exist. Termination at the Company's initiative shall be treated as a measure of last resort.
• 9.3. Mutual Termination
  • 9.3.1. This Agreement may be terminated at any time by written agreement of both parties.
• 9.4. Termination for Inactivity
  • 9.4.1. The Company may deem an Account inactive if no Payment Transactions have been initiated by the Client for a continuous period of 12 (twelve) months. For the avoidance of doubt, Payment Transactions initiated by the Company (including fee deductions) and compulsory enforcement debits shall not constitute active use.
  • 9.4.2. Before terminating an inactive Account, the Company shall: (a) contact the Client using all available contact details to verify whether the Client intends to continue the relationship; (b) inform the Client about the inactive Account, any applicable fees, and the option to close or transfer the Account; (c) provide at least 60 (sixty) calendar days' prior written notice of intended termination.
  • 9.4.3. The Company shall not terminate an inactive Account while it holds funds belonging to the Client, until such funds have been returned in accordance with Clause 9.7 (Return of funds).
• 9.5. Immediate Termination for cause
  • 9.5.1. The Company may terminate this Agreement immediately, without observing the notice periods set out in Clause 9.2., if: (a) the Client materially breaches this Agreement and fails to remedy such breach within 30 (thirty) calendar days after receiving written notice from the Company specifying the breach, except where the breach, by its nature, is incapable of remedy; (b) the Client provides false, incomplete, or misleading information during identification or at any point during the contractual relationship; (c) the Client engages in, or the Company has reasonable grounds to suspect, activities in violation of AML/CTF or international sanctions legislation; (d) the Company is required to terminate by a binding instruction of a competent supervisory authority, court, or law enforcement body; (e) the Client becomes subject to insolvency, bankruptcy, restructuring, or liquidation proceedings under applicable law; (f) the Client uses the Services for unlawful purposes or in a manner that creates material legal, regulatory, or reputational risk for the Company and such risk cannot be adequately mitigated by restricting or limiting the Services; (g) the Client's risk profile changes materially during the course of the relationship — including but not limited to a change in the Client's business model, ownership structure, source of funds, or geographical exposure — and the Client fails to notify the Company of such change or fails to provide the information necessary for the Company to reassess the Client's risk; (h) the Company, through its ongoing transaction monitoring, identifies patterns or transactions that are inconsistent with the Company's knowledge of the Client, the Client's business, and the Client's declared source of funds, and the Client fails to provide satisfactory explanations within the timeframe specified by the Company; (i) the Client refuses to provide information or documents requested by the Company for AML/CTF compliance within the timeframe specified in the request; (j) the Client uses or permits the use of the Services for unlawful purposes, including but not limited to fraud, tax evasion, bribery, corruption, circumvention of applicable sanctions, or facilitation of any financial crime.
  • 9.5.2. For Consumer Clients, the Company shall exercise immediate termination under this Clause 9.5. only where continuation of the relationship would expose the Company to legal or regulatory sanctions, or where required by competent authorities. In all other cases, the Company shall first consider less restrictive measures, including temporary restriction of Services under the applicable provisions of this Agreement.
• 9.6. Termination notice requirements
  • 9.6.1. All termination notices shall be delivered on a Durable Medium in accordance with the notice provisions of this Agreement.
  • 9.6.2. A termination notice issued by the Company shall contain at least: (a) the effective termination date; (b) the grounds for termination and the specific clause of this Agreement relied upon, unless disclosure is prohibited by applicable law or would undermine security measures that form the basis of the termination.
• 9.7. Return of funds upon termination
  • 9.7.1. Upon termination of this Agreement, the Client shall withdraw all funds from their Account.
  • 9.7.2. The Company shall provide the Client with at least 30 (thirty) calendar days from the effective termination date to submit withdrawal instructions. If the Client fails to provide valid instructions within this period, the Company shall: (a) make reasonable efforts to contact the Client; (b) hold the funds in a designated safeguarding account in accordance with applicable law; (c) return the funds promptly upon the Client's request, subject to proper identification.
  • 9.7.3. The Company may deduct from the Client's balance any outstanding fees, charges, or other amounts owed under this Agreement before returning the remaining funds.
  • 9.7.4. Standard transfer fees apply to the return of funds, as set out in the Price list. No additional redemption fee shall be charged for the return of Electronic Money.
  • 9.7.5. The Client's right to redeem Electronic Money Tokens (EMTs), where applicable, shall survive termination of this Agreement.
• 9.8. Effect of termination
  • 9.8.1. Upon termination of this Agreement, regardless of the grounds: (a) the Client's access to the Account and Services shall cease on the effective termination date, except as necessary for fund withdrawal under Clause 9.7; (b) all outstanding obligations of both parties shall become immediately due; (c) the following provisions shall survive termination: confidentiality, data protection, liability limitations, intellectual property, dispute resolution, and governing law; (d) termination rights under this Section 9 are without prejudice to termination or other rights arising elsewhere in this Agreement.

10. REGISTRATION IN MY NEWRAILS

• 10.1. In order to start using Services, the Client has to register within My Newrails.
• 10.2. To be eligible to open My Newrails Accounts, the Client:
  • 10.2.1. Must be 18 years of age or older. If you are under 18 years old, you cannot register to use our Services. Any person who registers as a user or provides their personal information to be eligible for Company's Services represents and confirms that they are 18 years of age or older.
  • 10.2.2. Services are intended to enable payments for business-related, commercial activities and personal or person-to-person use. If the Client is a business, Services may be used for business-related and/ or commercial activities only. To have an Account for business use, you must be in the course of your own business, trade or profession and while using our Services neither engage in domestic or household activities nor act as a Consumer. You hereby acknowledge and represent that at all times while using Services business Account you are using our services for business purposes, and that you are not a consumer referred by the rule of law. To have Account for personal use you must be 18 years of age or older. You hereby acknowledge that and represent at all times while using Services you are using our services for purposes other than your business or profession.
  • 10.2.3. Warrant that you have the full legal capacity to enter an Agreement. If you register for Services on behalf of a business or a commercial entity, you warrant that you are legally authorized under the business entity's formation documents and/ or under the laws of your home country to agree to and follow this Agreement in full capacity.
  • 10.2.4. Must only use Services to transact on your own behalf using your own Account and not on behalf of any other person or entity.
• 10.3. The registration within My Newrails shall be performed by the Client through the registration process available on the Website. During registration, the Client shall:
  • 10.3.1. provide a valid email address and create a password that meets the Company's security requirements;
  • 10.3.2. read and accept the Agreement and the Privacy Policy;
  • 10.3.3. verify the Client's email address and mobile phone number in the manner indicated during the registration process;
  • 10.3.4. complete the Client's identity verification (Know-Your-Customer) by providing personal details and identity documents as requested by the Company;
  • 10.3.5. for My Newrails Account used for business purposes, complete business verification (Know-Your-Business) by providing business registration details, supporting documents, and Ultimate Beneficial Owner information as requested by the Company.
• 10.4. Upon successful completion of the verification and onboarding process (including KYC, KYB, and payment of the onboarding fee, if applicable), the Company shall open a Payment Account for the Client and allocate an IBAN. Where the Client has requested and the Company has agreed to provide E-Money Account or E-Money Token Account services, the corresponding Account(s) shall also be opened at such time. The Client may then use the Services.
• 10.5. The registration process, as described in section 10.3, is considered as the Client's identification and setting-up of authentication means. The Client is obliged to keep his authentication means (password, access to his phone device, where the verification codes are sent) confidential and to use this information only personally. The Client bears the losses occurred due to losing or in other ways disclosing the authentication means, if the losses occurred before the Company was notified about the risk that someone else would be able to use the Client's authentication means. Process and means of notification are detailed in Clauses 2.2 and 14.2 of the Agreement.
• 10.5A. Where the Client uses a Wallet that is not hosted or controlled by the Company (an "External Wallet") to hold, receive or transfer E-Money Tokens, the Client is solely responsible for safeguarding the private keys, seed phrases and any other credentials associated with such External Wallet. The Company shall have no access to, and shall bear no liability for, any loss of E-Money Tokens resulting from the Client's loss, theft, compromise or mismanagement of External Wallet credentials. The Client shall not disclose External Wallet credentials to any third party, including the Company. The provisions of Clause 10.5 regarding notification of loss shall apply mutatis mutandis to any suspected compromise of an External Wallet used in connection with the Services.
• 10.6. To access My Newrails after registration, the Client shall authenticate by entering the Client's email address, personal password, and completing Strong Customer Authentication as described in Clause 10.8.
• 10.7. The Company shall have a right to refuse to register the Client without indicating the reasons, however, the Company shall assure that the refusal to register will always be based on significant reasons which the Company does not have to or does not have the right to reveal.
• 10.8. The Client must use Strong Customer Authentication when the Client:
  • 10.8.1. logs in to Accounts via My Newrails or any other remote channel;
  • 10.8.2. initiates a Payment Order;
  • 10.8.3. performs any other actions through a remote channel that may pose a risk of fraud or misuse.
• 10.9. The Client will not incur any financial loss if following Strong Customer Authentication requirements, unless the Client acted in bad faith or breach the Agreement.
• 10.10. The Strong Customer Authentication data consists of:
  • 10.10.1. the Client login name (the email address you used for registration);
  • 10.10.2. the Client password;
  • 10.10.3. a one-time security code sent to the Client's mobile phone, which must be entered before logging in to the Client's My Newrails initiating a Payment Order.
• 10.11. If the Client remains inactive after logging in for a period exceeding the session timeout determined by the Company's security policy, the session shall automatically end. If the Client enters incorrect authentication data multiple consecutive times, the Client's access to My Newrails shall be blocked for security reasons. The Client shall be informed before or immediately after blocking. To restore access, the Client shall contact the Company and complete the authentication recovery procedure.
• 10.12. When the Client find out about the loss, theft, misappropriation or unfair use of the Payment Instrument, the Client must immediately notify the Company (or any other entity authorized by us) thereof through Client's My Newrails and at the same time send the Company a notice by email from the email address that the Client used to register in the Company's system.

11. E-MONEY ACCOUNT

• 11.1. This Section 11 applies only where the Company has agreed to provide the Client with E-Money Account services. The Company is not obliged to offer E-Money Account services to all Clients. Clients who use E-Money Token services shall refer to Annex No. 1. Where a Client uses both E-Money Account and E-Money Token services, this Section applies to the E-Money Account and Annex No. 1 applies to the E-Money Token Account, respectively.
• 11.2. Where E-Money Account services are provided, the E-Money Account shall be opened for the Client within My Newrails for an indefinite period which shall not exceed the Term of the Agreement.
• 11.3. E-Money Account allows the Client to transfer, keep funds in E-Money Account for transfers, also receive money to E-Money Account, and perform other operations directly related to E-money transfers. All Company's services may only be used by the Client who has performed identification procedures in accordance with the rules established in My Newrails. It is expressly provided that the Company retains the right to request at any time additional documents regarding the Client, the payer, the recipient or the beneficial owner of any payment transfer, subject to Anti-Money Laundering and Counter Terrorist Financing requirements.
• 11.4. E-Money Account holds E-money issued by the Company for the Client. After the Client transfers funds to its E-Money Account and the Company receives the funds, the Company shall place them in the Segregated Account at the same time issuing corresponding amounts of E-money at the nominal value. E-money is credited to and held on E-Money Account.
• 11.5. E-money held on E-Money Account shall not be regarded as a deposit and the Company does not, in any circumstances, pay any interest in E-money held on E-Money Account and does not provide any other benefits relevant for the deposits and associated with the time period E-money is stored.
• 11.6. The Client may open additional E-Money Accounts with the Company's prior consent.
• 11.7. At the request of the Client, E-money held on the Client's E-Money Account shall be redeemed at their nominal value at any time, except as otherwise established under legal acts. Redemption of E-money shall be subject to fees specified in the Price list. For the avoidance of doubt, no fee shall apply to any intermediate redemption of E-Money that occurs as part of the redemption of E-Money Tokens in accordance with the EMT Redemption Policy and Annex No.1
• 11.8. The Client may request redemption of E-money at any time by submitting a redemption request through My Newrails or other means provided by the Company. Upon redemption, the Company shall transfer the corresponding amount of funds (equal to the nominal value of the redeemed E-money) to the Client's or third party's account specified in the Client's request. The Client may specify the amount of E-money to be redeemed.
• 11.9. The Client may also transfer their E-money to another E-Money Account within the Company's system in accordance with this Agreement. Such a transfer shall not be deemed redemption of E-money, as no conversion into FIAT funds occurs.
• 11.10. Provided that the Client terminates the Agreement and applies with the request to close its E-money account from My Newrails, or if the Company terminates the Agreement, redemption process will happen to E-money held on E-Money Account and funds shall be transferred to the Client's payment account or to an account with another financial institution as indicated by the Client. The Company shall have a right to deduct from the repaid funds the amounts that belong to the Company (fees for Services provided and/ or expenses which have not been paid by the Client, if any). In the event of a dispute between the Company and the Client, the Company shall have the right to detain funds under dispute until the dispute is resolved.
• 11.11. In case the Company fails to repay the funds to the Client due to reasons beyond the control of the Company, the Client shall be notified thereof immediately. The Client shall immediately indicate another account or provide additional information necessary to repay the funds (execute a payment).

12. PAYMENT ACCOUNT

• 12.1. Upon completion of the onboarding process described in Section 10, the Company shall open a Payment Account for the Client. The Payment Account is the Client's primary account for executing and receiving Payment Transfers under this Agreement.
• 12.2. Client shall manage the Payment Account via My Newrails.
• 12.3. The Client may use the Payment Account to execute and receive Payment Transfers in accordance with this Agreement, the Price List, and applicable payment schemes supported by the Company.
• 12.4. Funds held in the Payment Account are safeguarded in a Segregated Account with a Credit Institution in accordance with applicable law. Funds held in the Payment Account do not constitute deposits, are not covered by any deposit guarantee scheme, and do not bear interest.
• 12.5. The Client bears the risk of any depreciation of funds held on Payment Account due to changes in currency exchange rates.
• 12.6. Fees for opening and maintaining a Payment Account are set out in the Price List.
• 12.7. All SEPA Credit Transfers and SEPA Instant transfers shall be executed exclusively in euro (EUR). If the Client holds funds in other currencies, the Company will perform currency conversion into euro before execution.
• 12.8. Where a Payment Order from a Payment Account meets the requirements of the SEPA Instant scheme, it shall be processed via SEPA Instant rather than through the standard SEPA Credit Transfer.

13. PAYMENT ORDERS AND EXECUTION OF PAYMENT TRANSFERS

A. General Provisions

• 13.1. This Section 13 applies to Payment Transfers executed from or to the Client's Payment Account. Where the Client holds an E-Money Account, this Section also applies to Payment Transfers from or to that Account.
• 13.2. The Client initiates a Payment Transfer by placing a Payment Order through My Newrails and confirming it with the Client's authentication means. Receipt of the Payment Order by the Company constitutes the Client's consent to execute the Payment Transfer within the meaning of Article 64(1) of Directive (EU) 2015/2366 (PSD2), as transposed by Article 29(1) of the Law on Payments of the Republic of Lithuania.
• 13.3. A Payment Order received on a Business Day before the Company's cut-off time shall be deemed received on that Business Day. A Payment Order received after the cut-off time or on a day that is not a Business Day shall be deemed received on the next Business Day. The Company shall inform the Client of the applicable cut-off times. This clause does not apply to SEPA Instant Payment Transfers, which are governed by Section C below.
• 13.4. The Parties may agree that a Payment Order shall be executed on a particular future date. In such a case, the Payment Order shall be deemed received on the agreed date or, if that date is not a Business Day, on the next Business Day.
• 13.5. A Payment Order shall contain the information specified by the Company on My Newrails at the time of initiation. The Client shall verify the accuracy of all details before confirming. The Company shall not be liable for consequences arising from incorrect, incomplete, or ambiguous information provided by the Client.
• 13.6. The Client shall ensure that funds in the relevant Account are sufficient to cover the Payment Transfer amount and applicable fees at the time the Payment Order is received by the Company.

B. SEPA Credit Transfers

• 13.7. This Section B applies to Payment Transfers executed via the SEPA Credit Transfer Scheme. SEPA Credit Transfers are processed during Business Days in accordance with the Company's applicable cut-off times.
• 13.8. The Company shall execute SEPA Credit Transfers within the following timeframes:
  • 13.8.1. For Payment Orders in EUR where the recipient's payment service provider is located in a Member State — funds shall be credited to the recipient's payment service provider no later than by the end of the next Business Day following receipt of the Payment Order by the Company, in accordance with Article 42(1) of the Law on Payments of the Republic of Lithuania.
  • 13.8.2. For Payment Orders in a currency other than EUR where the recipient's payment service provider is located in a Member State — funds shall be credited to the recipient's payment service provider no later than by the end of the fourth (4th) Business Day following receipt of the Payment Order by the Company.
  • 13.8.3. For Payment Orders where the recipient's payment service provider is located in a Foreign Country — the Company shall use reasonable efforts to ensure crediting within four (4) Business Days following receipt. However, the actual execution timeframe may be affected by intermediary or recipient payment service providers and is not guaranteed by the Company.
• 13.9. All SEPA Credit Transfers shall be executed exclusively in EUR. Where the Client holds funds in a currency other than EUR, the Company shall perform currency conversion prior to execution. The applicable exchange rate and conversion margin shall be displayed to the Client before confirmation of the Payment Order in accordance with Clause 13.18. SEPA Credit Transfers are subject to the standard SEPA scheme amount limits as published by the European Payments Council from time to time.

C. SEPA Instant Payment Transfers

• 13.10. This Section C applies to Payment Transfers executed via the SEPA Instant Credit Transfer Scheme in accordance with Regulation (EU) 2024/886.
• 13.11. SEPA Instant Payment Transfers are available twenty-four (24) hours a day, seven (7) days a week, three hundred and sixty-five (365) days a year. SEPA Instant is not subject to Business Day or cut-off time restrictions. The Company may temporarily suspend or limit the service for scheduled maintenance or due to technical issues. Where reasonably possible, the Company shall inform the Client of planned service interruptions in advance through My Newrails or the Website.
• 13.12. Upon receiving a valid SEPA Instant Payment Order, the Company shall execute the transfer within ten (10) seconds. If the beneficiary's payment service provider does not participate in the SEPA Instant Credit Transfer Scheme, is not reachable, or does not accept the payment within the scheme's permitted timeframe, the transaction shall be rejected. In such case the Company shall immediately credit back any amount debited from the Client's Account and notify the Client of the rejection and, where available, the reason therefor. A rejected SEPA Instant Payment Transfer shall be treated as not having been received or executed.
• 13.13. SEPA Instant Payment Transfers shall be executed exclusively in EUR. The Company applies a maximum amount of EUR 10,000 (ten thousand euro) per individual SEPA Instant Payment Transfer. The Company may adjust this limit from time to time in accordance with the applicable scheme rules and the Company's risk assessment; the current applicable limit is published on the Website. Additional transaction or daily limits may apply as published on the Website. The Client shall not split Payment Orders to circumvent applicable limits.
• 13.14. A SEPA Instant Payment Order is irrevocable upon receipt by the Company. The Client may not revoke or cancel a SEPA Instant Payment Order after confirmation. Post-execution recall is available only in cases expressly permitted by the SEPA Instant scheme rules, namely: (a) duplicate payment; (b) technical error resulting in mistaken processing; or (c) fraud. The Client shall submit a recall request to the Company without undue delay. The Company shall initiate the recall procedure with the beneficiary's payment service provider, however the return of funds depends on the consent of the beneficiary or the beneficiary's payment service provider and cannot be guaranteed. Recall requests shall be subject to fees published in the Price List.

D. Verification of Payee

• 13.15. Prior to executing a SEPA Credit Transfer or SEPA Instant Payment Transfer, the Company shall perform a Verification of Payee (VoP) check in accordance with Regulation (EU) 2024/886 to verify whether the payee's name corresponds to the account identifier (IBAN) provided by the Client. If the VoP check indicates a discrepancy, the Company shall notify the Client before execution. If the Client elects to proceed despite the discrepancy, the Client assumes the risk of any resulting loss. The Company shall process VoP data in accordance with applicable data protection law and may share such data with the payee's payment service provider solely for verification purposes.

E. Refusal to Execute

• 13.16. The Company may refuse to execute a Payment Order where: (a) the Payment Order does not comply with the requirements of this Agreement or applicable law; (b) the Client's Account balance is insufficient to cover the payment amount and applicable fees; (c) the Company has reasonable grounds to doubt that the Payment Order was submitted by the Client or to suspect that the transaction is connected with money laundering, terrorist financing, fraud, or other unlawful activity; (d) execution is restricted by applicable law, sanctions, or a decision of a competent authority; or (e) the Company requires and the Client fails to provide documents evidencing the legal source of funds.
• 13.17. Where the Company refuses to execute a Payment Order, it shall notify the Client without undue delay and in any event within the applicable execution timeframe under Clauses 13.8 or 13.12, unless such notification is prohibited by applicable law. The notification shall, where permitted, include the reasons for refusal and the steps the Client may take to cure the deficiency. The Company may charge a fee for lawful refusal as published in the Price List.

F. Currency Conversion

• 13.18. Where a Payment Order requires currency conversion, the Company shall display to the Client — prior to confirmation of the Payment Order — the estimated total amount in the debit currency, the applicable exchange rate, and the conversion margin. The exchange rate applied shall be the rate at the moment of execution, which may differ from the rate displayed at the time of initiation. The applicable conversion margin is published in the Price List. The Company shall not be liable for losses arising from exchange rate fluctuations between initiation and execution.

G. Revocation of Payment Orders

• 13.19. The Client may not revoke a Payment Order after it has been received by the Company, except: (a) where the Parties agreed on a future execution date under Clause 13.4, the Client may revoke the Payment Order no later than the end of the Business Day preceding the agreed execution date; or (b) where the Client and the Company separately agree to revocation after receipt. Revocation of SEPA Instant Payment Transfers is governed exclusively by Clause 13.14 above. Recall and revocation requests shall be subject to fees published in the Price List.

H. Unauthorized and Incorrect Payment Transactions

• 13.20. If the Client considers that a Payment Transaction was executed without the Client's consent or was executed incorrectly, the Client shall notify the Company without undue delay and in any event no later than thirteen (13) months from the date on which the funds were debited from the Client's Account, in accordance with Article 71 of PSD2, as transposed by Article 36 of the Law on Payments of the Republic of Lithuania.
• 13.21. Where the Company determines that a Payment Transaction was executed without the Client's authorization, the Company shall refund the full amount immediately and in any event no later than by the end of the next Business Day after becoming aware of or being notified of the unauthorized transaction, and shall restore the Account to the state it would have been in had the transaction not occurred, in accordance with Article 73(1) of PSD2, as transposed by Article 38(1) of the Law on Payments of the Republic of Lithuania. This obligation shall not apply where the Company has reasonable grounds to suspect fraud by the Client, in which case the Company shall inform the Client of its decision and the reasons therefore to the extent permitted by applicable law.
• 13.22. The Client shall bear all losses relating to unauthorized Payment Transactions where such transactions result from the Client's fraudulent conduct or from the Client's intentional or grossly negligent failure to: (a) use the Payment Instrument in accordance with the terms governing its issuance and use as set out in this Agreement; or (b) notify the Company without undue delay of the loss, theft, misappropriation, or unauthorized use of the Payment Instrument in accordance with Clause 10.12 of this Agreement, as provided under Article 74 of PSD2, as transposed by Article 39 of the Law on Payments of the Republic of Lithuania. For the avoidance of doubt, the Client shall not bear losses for unauthorized transactions that arise after the Client has duly notified the Company of a compromised Payment Instrument, unless the Client acted fraudulently.
• 13.23. Where the Company executes a Payment Order in accordance with the Unique Identifier provided by the Client, the Company shall be deemed to have executed the Payment Order correctly with respect to the payee, regardless of any other information supplied, in accordance with Article 87(1) of PSD2, as transposed by Article 49 of the Law on Payments of the Republic of Lithuania. Where the Unique Identifier provided proves incorrect, the Company shall not be liable for non-execution or defective execution but shall take reasonable measures to recover the funds in accordance with Article 87(3) of PSD2, as transposed by Article 50 of the Law on Payments of the Republic of Lithuania. Recovery efforts shall be subject to fees published in the Price List.
• 13.24. Where funds are credited to the Client's Account by mistake or without legal basis, the Client shall not dispose of such funds and shall notify the Company without undue delay. The Company shall have the right, and the Client grants irrevocable consent, to debit such funds from the Client's Account without a separate Payment Order. If the Client's Account balance is insufficient, the Client shall repay the mistakenly credited funds within five (5) Business Days of the Company's written request.

I. Internal Transfers

• 13.25. Payment Orders for transfers within the Company's system — including transfers between Payment Accounts or, where applicable, between E-Money Accounts — shall be executed without undue delay regardless of Business Day or business hours restrictions, subject to applicable compliance checks and any restrictions under this Agreement or applicable law.

J. Confirmations and Limits

• 13.26. The Company shall provide the Client with confirmation of each executed Payment Transfer through My Newrails, including the transaction amount, currency, date, and the payee's Unique Identifier.
• 13.27. The Company may impose transaction, daily, or periodic limits on Payment Transfers based on regulatory requirements, scheme rules, or the Company's risk assessment. Applicable limits are published on the Website and the Company shall inform the Client where a limit prevents execution of a specific Payment Order.

14. LIMITING THE ACCESS TO MY NEWRAILS

• 14.1. Access to My Newrails/or Services provided for the Client can be limited in the following circumstances:
  • 14.1.1. The Agreement has been terminated;
  • 14.1.2. The Client has lost or suspects the compromise of the Client's authentication means and has notified the Company in accordance with Clause 10.12 of this Agreement;
  • 14.1.3. The Client has failed to enter correct authentication means multiple consecutive times, triggering an automatic security lock;
  • 14.1.4. The Company has objectively justified reasons relating to the security of the Payment Instrument, including reasonable suspicion of unauthorized or fraudulent use of the Client's Account or authentication means;
  • 14.1.5. The Company has reasonable grounds to suspect that the Client's use of My Newrails or the Services is connected with ML/TF, sanctions evasion, or other unlawful activity;
  • 14.1.6. The Company is required to do so by applicable law, a decision of a competent authority, or a court order.
• 14.2. Where the Client becomes aware of the loss, theft, or suspected compromise of the Client's authentication means, the Client shall notify the Company without undue delay in accordance with Clause 10.12 of this Agreement. Upon receipt of such notification, the Company shall block the relevant authentication means immediately.
• 14.3. If the Company has limited the Client's access to My Newrails and/or services provided based on clauses 14.1.1., 14.1.4, 14.1.5, the Company shall notify the Client by email immediately after the blocking comes into force, in cases where it is necessary measure for mitigating fraud risk or proper investigation of possible money laundering, terrorist financing or other criminal circumstances, unless such notifying would contradict legal acts.
• 14.4. The Company shall lift the limitation and restore the Client's access to My Newrails promptly once the grounds for the limitation have been resolved. Where the limitation was imposed under Clause 14.1.3, the Client shall follow the authentication recovery procedure published on the Website.

15. FEES AND PAYMENT TERMS

• 15.1. The fees payable for the Services shall be as set out in the Price List published on the Website. The Price List does not include fees or charges that may be imposed by third parties involved in the execution of a Payment Transfer or the provision of Services. Such third-party fees, where applicable, are borne by the Client unless otherwise specified in this Agreement or required by applicable law
• 15.2. The Client's Account shall be debited with the amounts of the fee on the due date without Client's instruction. The Client shall ensure that the required amount of money is available Account on the due date.
• 15.3. Fees shall be debited in the currency of the Account from which the relevant Service is provided, or in EURW where the fee relates to E-Money Token services.
• 15.4. The Company shall debit fees from the Account in which the relevant payment operation is performed. Where that Account has insufficient funds, the Company may debit the fee from another Account held by the Client with the Company.
• 15.5. Where the Account from which the fee is debited holds insufficient funds in the required currency, the Company may debit the equivalent amount in another available currency, applying the exchange rate and applicable fee if any in accordance with Price List.
• 15.6. If the Client fails to pay the required fees to the Company, the Client shall pay the penalty 0.05% per day from the overdue amount until the overdue amount is paid.
• 15.7. If the client fails to pay the required fees to the Company for the 3 (three) consecutive months and the overdue amount is not paid within 30 (thirty) calendar days after receiving the written notice, the Agreement can be terminated by the Company under Section 9 of this Agreement.
• 15.8. The Company may unilaterally amend the Price List, including the amount, frequency, or timeframes for payment of any fees and charges relating to the Services. The Company shall notify the Client of such changes no less than ten (10) calendar days before the amended Price List takes effect, in accordance with Section 8 and Section 20 of this Agreement, unless the Parties agree otherwise in writing.

16. LIMITATION OF LIABILITY

• 16.1. One Party shall be liable to another Party for losses caused due to non-fulfilment or improper fulfilment of its obligations under the Agreement. The guilty Party shall undertake to compensate for the direct losses of the aggrieved Party.
• 16.2. The Company's liability under the Agreement shall be limited as follows:
  • 16.2.1. The Company shall be liable only for the direct losses made by the Company due to direct and substantial breach of the Agreement, and only for such losses which might reasonably be foreseen by the Company at the time of breach;
  • 16.2.2. The Company's compensation for losses caused due to breaches of the Agreement by the Company shall be limited to the amount of all fees and charges paid to the Company by the Client over the last 12 (twelve) months. However, limits on the Company's liability shall not be applied where such limits are forbidden by applicable laws.
• 16.3. The Company shall not be liable for losses arising from:
  • 16.3.1. unavailability, interruption, or malfunction of My Newrails or the Website caused by circumstances outside the Company's reasonable control, including scheduled maintenance, third-party infrastructure failures, or cyberattacks, provided that the Company has implemented and maintained reasonable security and operational resilience measures;
  • 16.3.2. acts, omissions, errors, or delays of third parties involved in the execution of Payment Transfers, including intermediary payment service providers, correspondent banks, and settlement systems, to the extent such acts or omissions are outside the Company's reasonable control. This clause does not limit the Company's obligation to act as the Client's first point of contact and to take reasonable steps to trace and recover funds in accordance with applicable law;
  • 16.3.3. the Company's compliance with applicable law, including the execution of orders or instructions of competent authorities, courts, or regulatory bodies, or the Company's fulfilment of its obligations under AML/CFT legislation, sanctions regulations, or other mandatory requirements;
  • 16.3.4. for consequences arising out of lawful termination of the Agreement, cancellation or restriction of the Client's access to My Newrails as well as reasonable restriction or termination of provision of the Services;
  • 16.3.5. untrue, incomplete, incorrect, or misleading information, instructions, or documents provided by the Client, or the Client's failure to provide required information, instructions, or documents in a timely manner;
  • 16.3.6. for any losses arising from the failure, malfunction, congestion, or unavailability of a Supported Network or any other distributed ledger technology infrastructure, including but not limited to delays in transaction confirmation, network forks, or protocol changes, to the extent such events are outside the reasonable control of the Company;
  • 16.3.7. for any losses arising from defects, vulnerabilities, or exploits in smart contracts deployed on a Supported Network, provided that the Company has exercised reasonable care in the selection, audit and deployment of such smart contracts;
  • 16.3.8. for any losses arising from the Client's provision of an incorrect, incompatible, or unreachable Wallet address for the transfer of E-Money Tokens, including transfers to addresses on unsupported networks. The provisions of Clause 13.24 of this Agreement shall apply mutatis mutandis, provided that, given the generally irreversible nature of on-chain transactions, the Company's obligation to take reasonable measures to track and recover such funds shall be limited to measures that are technically feasible on the applicable Supported Network;
  • 16.3.9. for any losses arising from the Client's use of E-Money Tokens on DLT protocols, platforms, decentralised applications, or smart contracts that are not operated or endorsed by the Company, including but not limited to bridging protocols, liquidity pools, lending protocols, or decentralised exchanges;
  • 16.3.10. for any losses arising from the Client's loss of, or failure to secure, private keys, seed phrases, or other credentials associated with an External Wallet, as further provided in Clause 10.5A of this Agreement.
• 16.4. The Party shall be exempted from the liability for non-performance of obligations under the Agreement if it can prove that non-performance of obligations under the Agreement is caused by force majeure circumstances which are proven according to the applicable laws.
• 16.5. The imposition of liability under the Agreement shall not affect the right of the aggrieved Party to claim full compensation for damage in case of the gross negligence or willful misconduct.

17. CONFIDENTIAL INFORMATION

• 17.1. Each Party shall keep confidential all Confidential Information received from the other Party and shall not disclose it to third parties, except: (a) to the extent required by applicable law, a competent authority, or a court order; (b) to the Party's employees, agents, or service providers who need access to perform their obligations, provided they are bound by equivalent confidentiality obligations; or (c) with the prior written consent of the other Party.
• 17.2. Each Party shall use the other Party's Confidential Information solely for the purposes of this Agreement.
• 17.3. The obligations under this Section 17 shall survive termination of the Agreement for five (5) years, subject to any longer retention periods required by applicable law.

18. REPRESENTATIONS AND WARRANTIES

• 18.1. Right to Act. Each Party hereby represents and warrants that (i) it is a validly existing entity under the laws of the jurisdiction of its incorporation and it conducts its business in compliance with applicable laws and not in violation of the rights of any third party; (ii) it has all right, power and authority to enter into this Agreement and to fully perform its obligations hereunder; and (iii) there is no other restriction, limitation, contractual obligation or statutory obligation which prevents it from fulfilling its obligations under this Agreement.
• 18.2. The Client shall use the Services solely for lawful purposes and in accordance with this Agreement. The Client shall not use the Services in connection with ML/TF, sanctions evasion, fraud, or any other unlawful activity.
• 18.3. Without limiting the generality of Clause 18.2, the Client shall not:
  • 18.3.1. transfer E-Money Tokens to or receive E-Money Tokens from any Wallet address that the Client knows or reasonably suspects to be associated with sanctioned persons, money laundering, terrorist financing, or other illegal activity;
  • 18.3.2. use E-Money Tokens in connection with any decentralised application, protocol, or smart contract that the Client knows or reasonably suspects to be used for the purpose of circumventing sanctions, facilitating money laundering or terrorist financing, or other illegal activity;
  • 18.3.3. attempt to interfere with, reverse-engineer, circumvent, or disable any compliance functionality embedded in the EURW smart contract, including but not limited to address-level freeze, block, or pause functions;
  • 18.3.4. create, promote, or distribute any Copy or Wrapper (as defined in the EMT Redemption Policy) of E-Money Tokens issued by the Company;
  • 18.3.5. interfere with, modify, or tamper with My Newrails or the Services;
  • 18.3.6. provide access to the Client's Account to any third party not authorised to operate the Account under this Agreement.
• 18.4. The Company may use third-party service providers in the performance of the Services. The Company shall remain responsible for the performance of its obligations under this Agreement regardless of such delegation.
• 18.5. By accepting this Agreement, the Client confirms that it has read and understood the terms and conditions of this Agreement prior to acceptance.

19. GOVERNING LAW AND DISPUTE RESOLUTION

• 19.1. This Agreement shall be governed by and construed in accordance with the laws of the Republic of Lithuania.
• 19.2. The Parties shall attempt to resolve any dispute by negotiation before initiating formal proceedings.
• 19.3. The Client may submit complaints to the Company in accordance with the Complaints Procedure published on the Website. Handling of complaints is free of charge.
• 19.4. If the Client is not satisfied with the Company's response, the Client may submit a complaint to the Bank of Lithuania or seek recourse through the courts of the Republic of Lithuania, as further described in the Complaints Procedure.

20. COMMUNICATION

• 20.1. Communication between the Company and the Client shall take place through My Newrails (including in-app messaging and notifications if available), email, or any other communication channel made available by the Company from time to time.
• 20.2. The Company's contact details for communication are set out in Clause 2.2 of this Agreement. The Client's contact details are those provided during registration in My Newrails or as subsequently updated by the Client in accordance with Clause 20.4.
• 20.3. Notices and communications sent by the Company shall be deemed received by the Client on the same Business Day it was sent.
• 20.4. The Client shall notify the Company without undue delay of any changes to the Client's contact details, registered address, or other information provided to the Company under this Agreement. Until such notification is received, the Company is entitled to rely on the most recent contact details in its records.
• 20.5. Both Parties agree that the Agreement shall be concluded and any communication between the Client and the Company shall be performed in either English or in Lithuanian, unless otherwise explicitly agreed between the Parties. Translation of the Agreement or any part of it into other languages are for information and convenience purposes only.

21. DATA PROTECTION

• 21.1. The Company processes personal data in connection with the provision of Services in accordance with applicable data protection law, including the General Data Protection Regulation (EU) 2016/679, and the Company's Privacy Policy. The Privacy Policy sets out the categories of personal data processed, the purposes and legal bases for processing, data retention periods, and the data subject's rights.
• 21.2. The Client acknowledges that in order to provide the Services and fulfil its legal obligations, the Company may disclose the Client's data, including personal data, to third parties. Such third parties may be located outside the European Economic Area. Where the Company transfers personal data outside the European Economic Area, it shall ensure that appropriate safeguards are in place in accordance with applicable data protection law, as further described in the Privacy Policy.
• 21.3. By accepting this Agreement, the Client confirms that it has read the Company's Privacy Policy and shall ensure that any personal data it provides to the Company has been collected and transferred in compliance with applicable data protection law.

22. FINAL PROVISIONS

• 22.1. Force Majeure. Each Party to this Agreement will be excused for delays in performing or from its failure to perform hereunder (other than payment delays) to the extent that the delays or failures result from causes beyond the reasonable control of such Party; provided that, in order to be excused from delay or failure to perform, such Party must act diligently to remedy the cause of the delay or failure. Neither Party shall be liable for any economic loss, delay or failure to perform any part of these Terms and Conditions if such loss, delay or failure is caused by fire, flood, explosion, accident, war, strike, embargo, government request, civil or military authority, civil disturbances, inaccessibility of the public Internet, hacking or distribution of DoS attacks, failure to guarantee materials or labour, termination of vital agreements by third parties or any other cause beyond the control of the Party. If such circumstances of force majeure last for more than 3 months, either Party shall have a right to terminate these Terms and Conditions immediately upon written notice thereof to the other Party.
• 22.2. Assignment. The Client may not assign, transfer, or encumber any of its rights or obligations under this Agreement without the Company's prior written consent. The Company may assign its rights and obligations under this Agreement to an entity within its corporate group or in the context of a merger, reorganisation, or sale of all or substantially all of its assets, provided the Company notifies the Client of any such assignment without undue delay.
• 22.3. Language. This Agreement is concluded in English. Where a translation is provided, the English version shall prevail.
• 22.4. Waiver of Breach. No failure or delay by either Party in exercising any right under this Agreement shall operate as a waiver of that right. A waiver of any breach shall not constitute a waiver of any subsequent breach. Any waiver shall be effective only if made in writing.
• 22.5. Severability. If any provision in this Agreement is invalid or unenforceable in any circumstance, its application in any other circumstances and the remaining provisions of this Agreement will not be affected thereby.
• 22.6. Entire Agreement. This Agreement, together with the Price List, the Privacy Policy, Annex 1 (EURW Terms and Conditions), and any other documents expressly incorporated by reference, constitutes the entire agreement between the Parties in relation to the Services and supersedes all prior agreements and understandings.
• 22.7. Interpretation and Priority of Documents. In the case of conflict between the provisions of this Agreement and any Annex or incorporated document, the provisions of this Agreement shall prevail unless expressly stated otherwise in the relevant Annex.
• 22.8. Headings and Interpretation. Section headings are for reference only and shall not affect the interpretation of this Agreement.
• 22.9. Information requests. The Client may request information held by the Company in relation to the Client's Account and transactions. The Company shall provide a statement free of charge at least once per month in accordance with Article 20 of the Law on Payments of the Republic of Lithuania. Additional requests may be subject to a proportionate fee, subject to prior notice to the Client.
• 22.10. Sanctions. The Company may restrict the Client's access to funds and Services where required by applicable sanctions laws and regulations or the Company's internal sanctions policy. The Client shall not use the Services in breach of any applicable sanctions regime.

ANNEX NO.1 TO THE GENERAL TERMS AND CONDITIONS

E-MONEY TOKEN SERVICES — EURW TERMS AND CONDITIONS

1. SCOPE AND APPLICATION

• 1.1. This Annex No.1 ("EURW Terms and Conditions" or "this Annex") forms an integral part of the General Terms and Conditions of Newrails, UAB ("the Agreement") and sets out the specific terms governing the issuance, holding, transfer, custody, and redemption of E-Money Tokens by the Company, including EURW.
• 1.2. This Annex supplements and shall be read together with the main body of the Agreement. Capitalised terms used herein and not otherwise defined shall have the meaning ascribed to them in the Agreement.
• 1.3. In the event of any conflict or inconsistency between the provisions of this Annex and the main body of the Agreement, the provisions of this Annex shall prevail with respect to matters relating to E-Money Token services, unless the main body of the Agreement expressly provides otherwise.
• 1.4. The Client acknowledges that E-Money Token services are subject to Regulation (EU) 2023/1114 ("MiCA"), as supplemented by delegated and implementing acts, and that the rights and obligations of the Parties under this Annex are to be interpreted in accordance with MiCA. The Company publishes the EURW Crypto-Asset White Paper and the EMT Redemption Policy on the Website. The EMT Redemption Policy sets out the operational procedures for exercising the right of redemption under MiCA Article 49. The Company may update the EMT Redemption Policy from time to time, provided that no such update shall limit or restrict the Client's statutory right of redemption.
• 1.5. The Company issues EURW on the Supported Networks published on the Company's EURW Crypto-Asset White Paper. The Company may add or discontinue support for Supported Networks in accordance with Section 7 of this Annex.

2. E-MONEY TOKEN ACCOUNT

• 2.1. Upon the Client's request and subject to the completion of all applicable onboarding, identity verification and risk assessment procedures, the Company shall open an E-Money Token Account for the Client within My Newrails.
• 2.2. The E-Money Token Account reflects the Client's balance of E-Money Tokens held by the Company on behalf of the Client in accordance with Section 6 (Custody and Administration) of this Annex. The E-Money Token Account balance is denominated in units of the applicable E-Money Token (e.g., EURW) at par value.
• 2.3. The E-Money Token Account is an internal book-entry record maintained by the Company. The Company holds E-Money Tokens on behalf of Clients in one or more pooled (omnibus) Wallet addresses on the applicable Supported Network (each an "Omnibus Wallet"). The Client's E-Money Token Account balance represents the Client's pro rata entitlement to E-Money Tokens held in the Omnibus Wallet. The Client acknowledges that its individual E-Money Token balance is not separately identifiable on the Supported Network; identification and attribution of Client entitlements is maintained exclusively through the Company's internal records.
• 2.4. E-Money Tokens held in the E-Money Token Account are not deposits, are not covered by any deposit guarantee scheme, and do not bear interest or generate any yield or remuneration for the Client, in accordance with Article 50 of MiCA.
• 2.5. The number of E-Money Token Accounts available to the Client shall be determined by the Company.

3. MINTING (ISSUANCE) OF E-MONEY TOKENS

• 3.1. The Client may request the issuance ("minting") of E-Money Tokens by submitting a minting request through My Newrails. By submitting a minting request, the Client instructs the Company to: (a) debit the Client's Payment Account in the amount specified in the minting request; (b) issue E-Money Tokens equal to the Minting Amount at par value (1 EURW = 1 EUR); and (c) credit the newly issued E-Money Tokens to the Client's E-Money Token Account.
• 3.2. The Company shall process the minting request without undue delay upon receipt of the Minting Amount in the Client's Payment Account and upon completion of all applicable compliance checks. The Company reserves the right to perform transaction monitoring, source of funds verification, and any other checks required under Applicable Laws prior to executing a minting request.
• 3.3. E-Money Tokens shall be deemed issued at the moment the corresponding on-chain minting transaction achieves finality on the applicable Supported Network, as determined by the Company in accordance with its internal confirmation thresholds. Upon on-chain finality, the minted E-Money Tokens are credited to the Omnibus Wallet and the Client's E-Money Token Account balance is updated accordingly in the Company's internal records. Prior to on-chain finality, the Minting Amount may be held by the Company as constructive reserve assets in accordance with applicable law.
• 3.4. Minimum and maximum minting amounts, if any, and applicable fees are set out in the Price List. The Company reserves the right to set or amend such limits from time to time.
• 3.5. The Client acknowledges and agrees that minting constitutes an exchange of FIAT funds (held on the Client's Payment Account) for E-Money Tokens (credited to the Client's E-Money Token Account).
• 3.6. Where the Client wishes to receive newly minted E-Money Tokens directly to an External Wallet rather than to its E-Money Token Account, the Client shall first request minting to its E-Money Token Account and then submit a separate transfer request in accordance with Section 5 of this Annex. The Company does not mint E-Money Tokens directly to External Wallets.

4. REDEMPTION OF E-MONEY TOKENS

• 4.1. The right of redemption of E-Money Tokens, the redemption procedure, limitations on redemption, and all related matters are governed by the EMT Redemption Policy published on the Website, which the Client acknowledges having read and understood.
• 4.2. Nothing in this Annex or in the Agreement shall be construed as limiting, restricting, or conditioning the Client's right to redeem E-Money Tokens at par value at any time, as provided under Article 49 of MiCA. The right of redemption is a statutory right and cannot be waived or modified by contract.
• 4.3. Where the Client holds E-Money Tokens in its E-Money Token Account (i.e. in custody with the Company), the Client may initiate a redemption request through My Newrails. Upon receipt of a valid redemption request and completion of all required verifications, the Company shall burn the corresponding E-Money Tokens from the Omnibus Wallet, reduce the Client's E-Money Token Account balance accordingly, and transfer the equivalent funds at par value to the Client by SEPA credit transfer in accordance with the EMT Redemption Policy.
• 4.4. Where the Client holds EURW E-Money Tokens in an External Wallet, the Client must transfer the E-Money Tokens to the Company's designated Wallet address before redemption can be executed. Upon receipt and verification of the incoming transfer, the Company shall credit the Client's E-Money Token Account and process the redemption in accordance with Clause 4.3. The specific procedures are set out in the EMT Redemption Policy.
• 4.5. No fee shall be charged by the Company for the redemption of E-Money Tokens at par value, in accordance with Article 49(6) of MiCA. Third-party fees (such as receiving bank charges or blockchain network transaction fees) that are not charged by or retained by the Company may apply and are the responsibility of the Client.

5. TRANSFER OF E-MONEY TOKENS

• 5.1. The Client may transfer E-Money Tokens from its E-Money Token Account to: (a) another Client's E-Money Token Account within the Company's system (an "Internal Transfer"); or (b) an External Wallet address on a Supported Network (an "External Transfer").
• 5.2. Transfer requests shall be submitted through My Newrails and shall be subject to the authentication procedures set out in Section 10 of the Agreement and to all applicable compliance checks.
• 5.3. Internal Transfers. An Internal Transfer is effected by the Company as a book-entry adjustment: the sending Client's E-Money Token Account balance is reduced and the receiving Client's E-Money Token Account balance is increased by the transfer amount. No on-chain transaction occurs, because the E-Money Tokens remain in the Omnibus Wallet throughout. Internal Transfers are processed immediately upon completion of compliance checks.
• 5.4. External Transfers. An External Transfer is effected by the Company transferring the specified quantity of E-Money Tokens from the Omnibus Wallet to the External Wallet address provided by the Client. Upon execution of the External Transfer, the Client's E-Money Token Account balance is reduced by the transferred amount. The E-Money Tokens, once transferred, are no longer held in custody by the Company, and the Client assumes full responsibility for such E-Money Tokens in accordance with Clause 10.5A of the Agreement.
• 5.5. The Client is solely responsible for providing a correct, compatible, and accessible Wallet address when initiating an External Transfer. The Company shall execute the transfer based on the Wallet address provided by the Client. Given the generally irreversible nature of on-chain transactions: (a) if the Client provides an incorrect or incompatible Wallet address, the E-Money Tokens may be permanently lost; (b) the Company shall not be liable for any such loss, and the provisions of Clause 16.3.8 of the Agreement shall apply; (c) the Company shall, upon request, take commercially reasonable measures to assist the Client in recovering the E-Money Tokens, but does not guarantee recovery. Any investigation shall be subject to fees set out in the Price List.
• 5.6. External Transfers are processed without undue delay and are subject to on-chain confirmation times on the applicable Supported Network, which are outside the Company's control.
• 5.7. The Client may receive EURW E-Money Tokens from third parties to the Company's designated deposit Wallet address, provided that the Client identifies itself in accordance with the procedures published on the Website. The Company may perform compliance screening on incoming transfers and reserves the right to delay crediting to the Client's E-Money Token Account or to reject the incoming transfer if required by Applicable Laws or the Company's AML/CTF policies.
• 5.8. For the avoidance of doubt, a transfer of E-Money Tokens between Accounts or to an External Wallet does not constitute redemption of E-Money Tokens. No conversion into FIAT occurs as a result of such transfer.

6. CUSTODY AND ADMINISTRATION OF E-MONEY TOKENS

• 6.1. Where the Client holds E-Money Tokens in its E-Money Token Account, the Company provides custody and administration services with respect to such E-Money Tokens within the meaning of Article 75 of MiCA. This Section 6 establishes the contractual arrangement required under Article 75(1) of MiCA.
• 6.2. Ownership. E-Money Tokens credited to the Client's E-Money Token Account remain the property of the Client at all times. The Company holds such E-Money Tokens on behalf of and for the account of the Client. The Company shall not use the Client's E-Money Tokens for its own account or for the account of any other person.
• 6.3. Omnibus Wallet. E-Money Tokens held on behalf of Clients are maintained in one or more Omnibus Wallets controlled by the Company on the applicable Supported Network. An Omnibus Wallet is a pooled Wallet address that holds E-Money Tokens attributable to multiple Clients. The Company may maintain separate Omnibus Wallets for operational purposes (for example, a primary custody wallet, a minting/burning operational wallet, or separate wallets per Supported Network), but individual Clients are not allocated separate on-chain Wallet addresses for custody purposes.
• 6.4. Book-entry segregation. Although E-Money Tokens held on behalf of Clients are commingled on-chain in the Omnibus Wallet, the Company shall at all times maintain internal ledger records that: (a) clearly identify the quantity of E-Money Tokens attributable to each Client; (b) distinguish E-Money Tokens held on behalf of Clients from the Company's own E-Money Tokens (if any) and from any other assets of the Company; (c) are reconciled with the on-chain balance of each Omnibus Wallet on at least a daily basis; and (d) are sufficient to determine, at any time, the precise entitlement of each Client.
• 6.5. The Client acknowledges that, as a consequence of the Omnibus Wallet structure, the Client's E-Money Tokens are not separately identifiable on the Supported Network. The Client's entitlement to E-Money Tokens is established exclusively by reference to the Company's internal records. The Company shall make the Client's current E-Money Token Account balance available to the Client at all times through My Newrails.
• 6.6. Protection in insolvency. In the event of the Company's insolvency, the Client's entitlement to E-Money Tokens held in the Omnibus Wallet shall be determined by reference to the Company's internal records. The Company shall ensure that E-Money Tokens held in Omnibus Wallets on behalf of Clients are treated as client assets and are not available to satisfy the claims of the Company's general creditors, in accordance with MiCA Article 75(7). The reserve assets backing such E-Money Tokens are saf safeguarded in accordance with MiCA Article 54.
• 6.7. Liability for loss. The Company shall be liable for any loss of E-Money Tokens held in an Omnibus Wallet that arises from a malfunction or failure of the Company's information and communication technology systems, including the loss of the Company's cryptographic keys controlling the Omnibus Wallet, except where such malfunction or failure is attributable to an event of force majeure within the meaning of Clause 22.1 of the Agreement. The Company's liability under this Clause shall be limited in accordance with Section 16 of the Agreement.
• 6.8. The Company shall not be liable for any loss of E-Money Tokens that arises from: (a) events affecting the Supported Network that are outside the Company's control, including but not limited to network forks, protocol changes, consensus failures, or 51% attacks; (b) vulnerabilities in the Supported Network's protocol or infrastructure; (c) actions of the Client, including but not limited to the Client's transfer of E-Money Tokens to an External Wallet (at which point custody responsibility transfers to the Client).
• 6.9. Omnibus Wallet shortfall. In the event that the aggregate on-chain balance of an Omnibus Wallet is, for any reason, less than the aggregate of all Client entitlements recorded in the Company's internal records (a "Shortfall"), the Company shall: (a) use all reasonable efforts to restore the Omnibus Wallet balance to the level required to satisfy all Client entitlements; (b) in the interim, allocate the available E-Money Tokens to Clients on a pro rata basis in proportion to their respective entitlements as recorded in the Company's internal records, unless a court or competent authority directs otherwise. The Company shall bear the risk of any Shortfall that is attributable to the Company's own acts or omissions, including but not limited to errors in the Company's internal records, unauthorised transactions from the Omnibus Wallet, or loss of cryptographic keys. Nothing in this Clause limits the Client's right of redemption under MiCA Article 49, which is a direct claim against the Company and is not contingent upon the availability of E-Money Tokens in the Omnibus Wallet.
• 6.10. Client instructions. The Company shall execute the Client's instructions to transfer, redeem, or otherwise deal with E-Money Tokens held in custody, subject to this Annex, the Agreement, compliance checks, and Applicable Laws. The Company may refuse to execute an instruction where: (a) execution would result in a breach of Applicable Laws, including sanctions and AML/CTF requirements; (b) the Company has reasonable grounds to suspect that the instruction is fraudulent, unauthorised, or the result of social engineering or other manipulation; (c) a competent authority or court has issued an order requiring the Company to freeze or restrict the relevant E-Money Tokens; (d) the Client's Account has been suspended or restricted in accordance with the Agreement.
• 6.11. Termination of custody. Upon termination of the Agreement for any reason, the Client shall, within thirty (30) calendar days of the effective date of termination, instruct the Company to either (a) transfer the E-Money Tokens attributable to the Client from the Omnibus Wallet to an External Wallet specified by the Client, or (b) redeem the E-Money Tokens in accordance with the EMT Redemption Policy. If the Client fails to provide such instructions within the specified period, the Company may, at its discretion, redeem the E-Money Tokens and transfer the proceeds to the Client in accordance with Clause 9.7 of the Agreement.

7. SUPPORTED NETWORKS AND SMART CONTRACTS

• 7.1. E-Money Tokens are issued on the Supported Networks published on the Website. The Client shall verify the official smart contract addresses for EURW on each Supported Network as published on the Website before initiating any transaction involving E-Money Tokens.
• 7.2. The Company may add support for additional DLT networks or discontinue support for existing Supported Networks. Where the Company intends to discontinue support for a Supported Network, the Company shall provide at least thirty (30) calendar days' prior notice on the Website and through My Newrails. During the notice period, the Client shall transfer its E-Money Tokens to a Wallet on a remaining Supported Network or redeem them in accordance with the EMT Redemption Policy. The provisions of Section 8 of the EMT Redemption Policy (Copies, Forks and Unsupported Protocols) shall apply to any discontinuation.
• 7.3. The EURW smart contract on each Supported Network includes compliance functionality that may enable the Company to: (a) freeze or block E-Money Tokens at specific Wallet addresses; (b) pause the transfer of E-Money Tokens on the applicable Supported Network; (c) burn E-Money Tokens in connection with redemption or in compliance with orders of competent authorities.
• 7.4. The Company shall exercise the compliance functionality referred to in Clause 7.3 only to the extent required or permitted by Applicable Laws, including sanctions regulations, asset freezing measures, or orders of competent authorities, and in accordance with Section 7 (Limitations on Redemption) of the EMT Redemption Policy. The Client consents to such controls as a condition of holding and using E-Money Tokens issued by the Company.

8. CROSS-CHAIN TRANSFERS

• 8.1. Where the Company supports multiple Supported Networks, the Client may request, if such functionality is supported by the Company, the transfer of E-Money Tokens from one Supported Network to another ("Cross-Chain Transfer"). Cross-Chain Transfers are executed by the Company through a controlled burn-and-mint process: E-Money Tokens are burned on the source Supported Network and an equivalent amount is minted on the destination Supported Network.
• 8.2. Cross-Chain Transfer requests shall be submitted through My Newrails and shall be subject to all applicable compliance checks and confirmation procedures. The Company shall execute Cross-Chain Transfers without undue delay, subject to on-chain confirmation requirements on both the source and destination Supported Networks.
• 8.3. During the period between the burn on the source Supported Network and the mint on the destination Supported Network, the underlying reserve assets remain safeguarded in accordance with applicable law. The total supply of E-Money Tokens in circulation does not change as a result of a Cross-Chain Transfer. The Client's E-Money Token Account balance is unaffected by a Cross-Chain Transfer that is carried out entirely within the Company's Omnibus Wallets.
• 8.4. Applicable fees for Cross-Chain Transfers, if any, are set out in the Price List.

9. RISK DISCLOSURES

• 9.1. The Client acknowledges and accepts the following risks associated with E-Money Tokens, in addition to any risks disclosed in the EURW Crypto-Asset White Paper:
  • (a) DLT and network risk. E-Money Tokens are recorded on distributed ledger technology. The Supported Networks may experience congestion, technical failures, protocol upgrades, forks, or other events that may delay, disrupt, or prevent the processing of transactions. The Company has no control over the underlying Supported Networks and cannot guarantee their continuous availability or performance.
  • (b) Smart contract risk. E-Money Tokens are implemented through smart contracts deployed on Supported Networks. Despite security audits and testing, smart contracts may contain vulnerabilities that could be exploited, resulting in the loss or freezing of E-Money Tokens.
  • (c) Irreversibility. On-chain transactions on Supported Networks are generally irreversible once confirmed. Unlike traditional SEPA payment transactions, which may be subject to recall or reversal mechanisms, E-Money Token transfers executed on-chain cannot be reversed by the Company or any third party.
  • (d) Key management risk. Where the Client holds E-Money Tokens in an External Wallet, the security of such E-Money Tokens depends entirely on the Client's safeguarding of its private keys and access credentials. Loss of private keys results in permanent loss of access to the E-Money Tokens.
  • (e) Omnibus Wallet risk. E-Money Tokens held in custody by the Company are maintained in pooled Omnibus Wallets, not in individually segregated on-chain addresses. The Client's entitlement is a book-entry record maintained by the Company. In the event of a security breach, technical failure, or loss of cryptographic keys affecting an Omnibus Wallet, all Clients whose E-Money Tokens are held in that wallet may be affected. The Company maintains security measures, insurance (where available), and internal controls to mitigate this risk, but cannot guarantee that losses will not occur. In the event of a Shortfall, the provisions of Clause 6.19 of this Annex shall apply.
  • (f) Regulatory risk. The regulatory framework applicable to E-Money Tokens, including MiCA, may be subject to further interpretation, amendment, or supplementation by competent authorities. Changes in the applicable regulatory framework may affect the availability, features, or terms of E-Money Token services.
  • (g) Secondary market risk. The price of E-Money Tokens on secondary markets may deviate from par value. The Company does not guarantee the availability of secondary market liquidity and is not responsible for any losses arising from secondary market trading. The right of redemption at par value from the Company remains available at all times in accordance with the EMT Redemption Policy.

10. GENERAL PROVISIONS

• 10.1. The provisions of the Agreement apply to E-Money Token services under this Annex mutatis mutandis, except where the specific provisions of this Annex provide otherwise.
• 10.2. The Company may amend this Annex in accordance with the procedures set out in Section 8 (Modification) of the Agreement.
• 10.3. This Annex forms part of the Agreement from the date of its acceptance by the Client. Where this Annex is introduced or amended after the Client has accepted the Agreement, the procedures set out in Section 8 (Modification) shall apply.