Terms and Conditions

1. Definitions and Interpretation

1.1 In these Terms the following capitalised terms have the meanings set out below. Terms defined elsewhere in these Terms have the meanings there given and apply throughout, including in the Schedules and any Order Form.

“Administrative Activity” has the meaning given in clause 4.3(iv); the Administrative Activities are listed in the Service Schedule.

“Aggregator” means a Swap Provider whose function is to obtain quotes from, and route transactions to, other Swap Providers.

“Applicable Law” means all laws, regulations, rules, binding guidance and orders of any governmental, regulatory or judicial authority that apply to a party, to the Service or to a Digital Asset, in any relevant jurisdiction, as amended from time to time.

“Business Day” means a day other than a Saturday, Sunday or public holiday in Panama City, Republic of Panama.

“Co-Approval” means the automated, policy-enforced approval that the Hedles Policy Credential applies to a Signing Request within the Service, as described in clause 4.4.

“Co-Approval Criteria” means the criteria set out in clause 4.5, being the only matters against which a Signing Request is tested for Co-Approval.

“Co-Signed Mode” means the wallet authorisation configuration in which the root quorum of a Tenant Wallet requires two of two approvals: one from a Tenant Credential and one from the Hedles Policy Credential, as described in clause 4.

“Confidential Information” has the meaning given in clause 13.1.

“Continuity Arrangements” means the arrangements for key export, communication and run-off described in clause 5 and in the Service Schedule.

“Continuity Event” has the meaning given in clause 5.6.

“Continuity Page” means the page on hedles.io identified in the documentation (or such other location as Hedles notifies), on which Hedles publishes the current continuity instructions, contact routes, signing key and mirror locations referred to in clause 5.

“Credential” means a passkey (WebAuthn authenticator), a P-256 or other supported API key, or any other authenticator supported by the Service, that is registered to a user of a Tenant and is capable of producing a signature stamp accepted by the Wallet Infrastructure Provider.

“Customer” means the person that accepts these Terms in accordance with clause 2 and is granted one or more tenants in the Service, and includes a Platform.

“Customer Fee” means any fee configured by a Customer (or by a Merchant in respect of its own sub-merchants) through a Fee Rule for its own benefit, as distinct from the Technology License Fee.

“Development Environment” means the development environment of the Service identified in the Service Schedule, which is connected to public test networks only and is separate from the production environment.

“Digital Asset” means any cryptographically secured digital representation of value that is natively recorded on a Supported Network, including native coins and tokens (for example ERC-20, TRC-20, SPL and XRPL-issued assets).

“Export Request” means a request made in accordance with the procedure in the Service Schedule for the export of the private key material of a Tenant Wallet.

“Fee Address” means in respect of a Fee Beneficiary and a Supported Network, the wallet address designated in the Service to receive that Fee Beneficiary’s fees on that Supported Network.

“Fee Beneficiary” means Hedles, in respect of the Technology License Fee, and the Customer (or a Merchant that is itself an ancestor of the paying Tenant), in respect of Customer Fees.

“Fee Ledger” means the record of fee entries generated by the Service and made available through the Service’s fee-ledger interface.

“Fee Rule” means a rule configured in the Service that determines a fee payable on an Outbound Movement, comprising the parameters described in the Service Schedule.

“Hedles Policy Credential” means the credential held by Hedles within the Wallet Infrastructure Provider’s environment whose sole function is to apply Co-Approval to Signing Requests in accordance with the Co-Approval Criteria, and which is itself subject to Hedles’ internal quorum controls described in clause 4.6.

“Legal Block” has the meaning given in clause 4.5.

“Merchant” means any merchant or sub-merchant that a Platform creates, onboards or permits to use the Service within the Platform’s hierarchy, at any level.

“Merchant Terms” means the terms and conditions between a Platform and each of its Merchants governing the Merchant’s use of the Platform’s services that incorporate the Service.

“Order Form” means any order form or commercial agreement executed by both parties that references these Terms.

“Outbound Movement” means any transfer of Digital Assets out of a Tenant Wallet initiated through the Service, including a payout to one or more destinations in a single transaction, a sweep from a Payin Address to the Tenant Wallet’s primary address, a deposit to a Swap Provider, and any other transfer type that the Service supports from time to time.

“Payin” means a payment request created through the Service under which a payer is invited to send Digital Assets to a Payin Address.

“Payin Address” means a deposit address derived by the Service from a Tenant Wallet for the purpose of receiving Payins; by default a distinct address is allocated for each Payin, and a Tenant may elect to reuse an address.

“Platform” means a Customer that creates, onboards or permits Merchants to use the Service within its hierarchy. Provisions of these Terms that refer to Merchants, the Merchant Terms or a hierarchy apply to a Customer only to the extent it acts as a Platform.

“Platform-Controlled Merchant Wallet” means a Tenant Wallet of a Merchant in respect of which a Tenant Credential in the root quorum is held or controlled by the Platform rather than by the Merchant, whether because the Platform completed the claim process on the Merchant’s behalf or because the Platform registered or holds a Credential of that Merchant.

“Pricing Schedule” means the document, agreed between Hedles and the Customer separately from these Terms (whether as part of the Customer’s onboarding document, as a schedule to an Order Form, by written confirmation or by acceptance in the Service), that sets out the rates and other commercial terms applicable to the Customer’s use of the Service and, where applicable, the Swap Functionality; and, in the absence of such a document, the standard rates displayed in the Service at the time the relevant tenant is activated.

“Prohibited Use” has the meaning given in clause 9.8.

“Reference Rate” means the rate for converting a Digital Asset into United States dollars specified in the Service Schedule.

“Restricted Territory” means the United States of America and its territories; the member states of the European Union and the European Economic Area; Switzerland; and any other country or territory that Hedles designates as a Restricted Territory by notice under clause 9.7.

“Sanctioned Jurisdiction” means any country or territory that is the subject of comprehensive Sanctions.

“Sanctions” means any economic, trade or financial sanctions, embargoes or restrictive measures administered or enforced by the United States (including OFAC), the European Union and its member states, the United Kingdom, the United Nations Security Council, the Republic of Panama, or any other authority whose sanctions apply to a party or to the Service.

“Service” means the non-custodial technical infrastructure described in clause 3, comprising the Hedles API, the merchant portal and dashboard, webhooks, documentation and related technical services, as made available by Hedles from time to time, and excluding the matters listed in clause 3.4.

“Service Schedule” means the Hedles Customer Service Schedule, as made available to the Customer in the Service before acceptance and at all times thereafter, and amended in accordance with clause 22, which forms part of these Terms and is Confidential Information of Hedles.

“Signing Request” means a request, prepared by the Service, for the Wallet Infrastructure Provider to sign a specific transaction payload or to perform a specific wallet-level activity (such as address creation, address archiving or key export) in respect of a Tenant Wallet.

“Supported Network” means a blockchain network, and the Digital Assets on it, that the Service supports from time to time as listed in the Service (currently networks in the EVM family (including Ethereum, Polygon, Base and Ink), Solana, Bitcoin, Litecoin, Bitcoin Cash, Dogecoin, Zcash, TRON and the XRP Ledger, together with their designated test networks). Where a network offers shielded or otherwise privacy-enhanced transaction types, the Service supports only its transparent transaction types.

“Swap Functionality” means the optional functionality described in clause 3.5 and Schedule 2 by which the Service provides a technical interface to Swap Providers.

“Swap Provider” means any third-party decentralised exchange, automated market maker, cross-chain liquidity protocol, intent or solver network, request-for-quote venue, bridge or Aggregator, together with the smart contracts, vaults, deposit addresses and operators through which it executes, that can be reached through the Swap Functionality from time to time.

“Technology License Fee” means the fee payable to Hedles under clause 8 for the right to access and use the Service.

“Tenant” means the Customer and, where the Customer is a Platform, each of its Merchants, each being a distinct tenant within the Service.

“Tenant Credential” means the Credential(s) of a Tenant’s users that participate in the root quorum of that Tenant’s Tenant Wallet.

“Tenant Wallet” means the wallet (a distinct sub-organisation within the Wallet Infrastructure Provider’s environment) provisioned for a Tenant, including its primary address, Payin Addresses and other wallet accounts on each Supported Network.

“Terms” means these Hedles Terms and Conditions, including the Schedules, as published at hedles.io/terms and amended in accordance with clause 22.

“Wallet Infrastructure Provider” means the third-party provider of secure-enclave key generation, storage and signing infrastructure used by the Service, currently Turnkey Global, Inc. ("Turnkey"), or any successor provider notified under clause 11.6.

1.2 In these Terms: (a) clause and Schedule headings do not affect interpretation; (b) "including" and similar words are illustrative and not limiting; (c) references to a party include its permitted successors and assigns; (d) the singular includes the plural and vice versa; (e) a reference to a document or to the Service is to it as amended or replaced from time to time; and (f) where these Terms describe technical behaviour of the Service, the description is of the Service as at the date of these Terms and is subject to clause 11.5 (Changes to the Service).

1.3 Precedence. If there is a conflict between the documents forming the agreement between the parties, the following order of precedence applies (highest first): (a) an Order Form, but only in respect of the terms it expressly varies; (b) the Pricing Schedule, in respect of rates and other commercial terms only; (c) Schedule 2, in relation to the Swap Functionality only; (d) the body of these Terms; (e) Schedule 1; (f) the Service Schedule; (g) the Hedles documentation. No Order Form, Pricing Schedule or Service Schedule may vary clauses 4, 5 or 17 unless it refers to the relevant clause expressly.

2. Formation and Acceptance

2.1 Publication and acceptance. These Terms are published at hedles.io/terms. They become binding on the Customer on the earliest of: (a) the Customer clicking to accept, or otherwise electronically indicating acceptance of, these Terms during the claim process described in clause 6 or when signing in to the Service; (b) the Customer executing an Order Form or Pricing Schedule that references these Terms; or (c) the Customer (or anyone acting on its behalf) first accessing or using the Service, including any test environment. Acceptance of these Terms includes acceptance of the Service Schedule, which is displayed in the Service before acceptance. Each sign-in to and use of the Service after that time is a confirmation of the Customer’s acceptance of the Terms and the Service Schedule then in force.

2.2 Authority; business use. The individual accepting these Terms represents and warrants that he or she is duly authorised to bind the Customer. The Customer confirms that it is a business acting for the purposes of its trade or profession and not a consumer.

2.3 No negotiation of the Terms. These Terms are standard terms applicable to every Customer and are not negotiated individually. Commercial terms specific to a Customer, including rates, are agreed separately in the Pricing Schedule or an Order Form (clause 8.2). Hedles may decline to provision, or may condition provisioning of, a tenant for any lawful reason.

3. The Service

3.1 What Hedles provides. Hedles licenses to the Customer access to headless, non-custodial technical infrastructure that enables the Customer, and Merchants within its hierarchy, to accept and send Digital Assets on Supported Networks. The Service performs the following technical functions and, save as expressly stated in these Terms, no others:

(a) Address derivation. The Service derives Payin Addresses from the relevant Tenant Wallet, by address family (one EVM address serves every enabled EVM network), so that each incoming payment is individually attributable. Depending on the network, an address is either derived by the Service directly or derived through a Signing Request stamped by the Tenant Credential.

(b) On-chain monitoring and reporting. The Service monitors Supported Networks, detects transactions to Payin Addresses and other Tenant Wallet addresses, tracks confirmations, and reports events to the Tenant through the API, dashboard and webhooks, maintaining a ledger of what was received, when and from which address.

(c) Transaction construction and simulation. For an Outbound Movement requested by a Tenant (including a payout to several destinations in one transaction where the network permits, and a sweep of the full balance of an address), the Service assembles the unsigned transaction payload, applies the applicable Fee Rules, estimates network fees, and (on networks where this is supported) simulates the transaction against the exact transaction bytes before it is presented for signing. An Outbound Movement that fails simulation, or for which the Tenant Wallet cannot cover the network fee, is rejected before anything is signed or broadcast.

(d) Signing orchestration. The Service presents Signing Requests to the Tenant Credential for signature and, upon receipt of a validly stamped Signing Request, applies Co-Approval in accordance with clause 4.

(e) Broadcasting. As a convenience, the Service broadcasts signed transactions to the relevant Supported Network. The Customer is not obliged to use this function and may broadcast a signed transaction independently.

(f) Tenant, user, credential, fee-rule, asset and webhook management through the API and dashboard.

3.2 Supported Networks. Hedles determines which networks and Digital Assets are Supported Networks. Hedles may add Supported Networks at any time and may withdraw support for a Supported Network or Digital Asset on not less than sixty (60) days’ notice, or on shorter notice where reasonably necessary for security, legal or regulatory reasons or because of a change to the underlying network. Where support is withdrawn, clause 5 (Key Export) continues to apply to Digital Assets held on the affected network.

3.3 Development Environment and pre-release features. The Development Environment is connected to public test networks only, holds separate tenants, credentials and configuration, and is provided for integration and testing. It, and any feature identified in the documentation as beta, preview, experimental or not yet enabled, is provided for evaluation only, may be changed, reset or withdrawn without notice, carries no Service Levels and no warranty, and must not be used for Digital Assets of real value. Production access is granted after Hedles’ go-live approval. The Service Schedule identifies the environments and the integration requirements that apply to them.

3.4 What the Service is not. The Service is a technology licence. Hedles does not, and nothing in these Terms shall be construed so that Hedles does: (a) receive, hold, pool, transmit or control Digital Assets or funds of the Customer, any Merchant or any payer (Hedles’ receipt of its own fees at a Fee Address is receipt of Hedles’ own property and not of customer funds); (b) act as a payment service provider, money transmitter, e-money issuer, custodian, exchange, broker, dealer or other financial intermediary; (c) exchange, convert or provide liquidity in Digital Assets or fiat currency, including where the Customer uses the Swap Functionality (in which case the exchange is performed by the relevant Swap Provider, not by Hedles, as set out in clause 3.5 and Schedule 2); (d) provide investment, legal, tax or regulatory advice; (e) guarantee that any payment will be made, will be made in the correct amount or asset, or will be made by an identified payer; or (f) act as agent, trustee or fiduciary for any person.

3.5 Swap Functionality. The Service may include optional functionality through which a Tenant can obtain quotes from, and route a transaction to, one or more Swap Providers in order to exchange one Digital Asset for another. In providing the Swap Functionality Hedles acts solely as a non-custodial technical interface: it transmits the Tenant’s request to Swap Providers, presents the routes and quotes they return, constructs the unsigned deposit transaction for the Tenant’s signature, applies Co-Approval and broadcasts the signed transaction, and reports the status it observes. Hedles is not the provider of any exchange. The exchange is performed by the Swap Provider, on the Swap Provider’s own terms and protocol rules, and Hedles is not a party to it, whichever Swap Provider is reached through the Service. The Swap Functionality is disabled by default and is enabled for a Customer only on the Customer’s written request and subject to clause 9.7 and Schedule 2 paragraph 14. Use of the Swap Functionality is optional and at the Customer’s own risk. Schedule 2 (Swap Functionality Terms) applies to any use of the Swap Functionality and prevails over the body of these Terms to the extent of any conflict in relation to it.

3.6 Payins. A Payin identifies the Supported Network, Digital Asset, expected amount, reference and expiry chosen by the Tenant. A Payin progresses from awaiting payment to pending on first observation of a transaction and to confirmed on reaching the number of network confirmations stated in the documentation; a Tenant should not treat a Payin as received before it is confirmed. Digital Assets received at a Payin Address after expiry, in a different amount, in a different Digital Asset from that requested, or without any Payin, remain the property of the relevant Tenant and remain in its Tenant Wallet; the Service records them where it detects them (an unmatched deposit is recorded as a pending Payin) but has no obligation to match, allocate, return or refund them. Reconciliation with the underlying commercial transaction, and any refund to a payer, is the responsibility of the Customer or the relevant Merchant. Digital Assets sent on a network other than the one for which the address was issued may be irrecoverable.

3.7 Blockchain records. The relevant Supported Network is the authoritative record of any transfer of Digital Assets. The Service’s ledger records events observed and actions taken by the Service and is Hedles’ record of Service activity for the purposes of these Terms, absent manifest error.

3.8 Webhooks, records and reconciliation. The Service notifies Tenants of events by webhook. Webhooks are delivered on an at-least-once basis, are signed, are retried and then marked exhausted as described in the Service Schedule, and are not guaranteed to be delivered or to arrive in order. A webhook is a notification that a state may have changed; the API and the Service’s records are the source of truth. The Customer shall, and shall procure that each Merchant shall, comply with the integration requirements in the Service Schedule, including verification of webhook signatures, idempotent processing, protection of webhook secrets and confirmation of status through the API before acting on a webhook. Reconciliation of Payins, Outbound Movements and fees against the Customer’s and each Merchant’s own records is the responsibility of the Customer. Hedles shall make the Service’s records available through the API and dashboard during the term and for twelve (12) months after termination, and shall retain them for not less than five (5) years.

4. Non-Custodial Architecture and the Co-Signed Signing Model

4.1 Key generation and storage. Each Tenant Wallet is derived from a single root seed that is generated inside secure hardware enclaves operated by the Wallet Infrastructure Provider and exists only there; the private keys for the Tenant Wallet’s addresses on each Supported Network are derived from that seed as paths of a hierarchical deterministic wallet and are used only within the enclave. No seed phrase (mnemonic words) is ever generated, displayed, stored or transmitted in the operation of the Service, and the seed and private keys leave the enclave only through an export under clause 5, encrypted to the requesting Tenant’s own key. No individual, including Hedles personnel and the Wallet Infrastructure Provider’s personnel, has access to the seed or to raw private key material. Hedles does not hold, take possession of, or have the ability to read or copy the seed or private keys of any Tenant Wallet.

4.2 Segregation. Each Tenant, including each Merchant at every level of the Customer’s hierarchy, has its own Tenant Wallet. Digital Assets of different Tenants are never commingled, and there is no pooled or omnibus account operated by Hedles across Tenants. Digital Assets move directly from a payer to the receiving Tenant Wallet, and from that Tenant Wallet to the destination the Tenant specifies; they do not pass through any address controlled by Hedles.

4.3 Co-Signed Mode. The Service is provided exclusively in Co-Signed Mode. In Co-Signed Mode the root quorum of each Tenant Wallet is configured as two of two: (a) the Tenant Credential, which is the principal authority and is held solely by the Tenant (or, in the case of a Platform-Controlled Merchant Wallet, by the Platform); and (b) the Hedles Policy Credential. The consequences of this configuration are as follows, and the Customer acknowledges each of them:

(i) Save for the Administrative Activities described in sub-paragraph (iv), Hedles cannot sign, initiate or broadcast any transaction, or perform any wallet-level activity, in respect of a Tenant Wallet on its own authority. A signature stamped by the Tenant Credential is a necessary condition of every other Signing Request.

(ii) While a Tenant Wallet is used within the Service, a Signing Request stamped by the Tenant Credential will be executed only once Co-Approval has been applied in accordance with clause 4.4. Neither party can move Digital Assets in a Tenant Wallet unilaterally through the Service.

(iii) The Tenant’s right to export the private key material of its Tenant Wallet under clause 5 is not subject to Hedles’ discretion. Following export, the Tenant can transact entirely outside the Service and is not dependent on Hedles for access to its Digital Assets.

(iv) Administrative Activities. The policy governing each Tenant Wallet permits the Hedles Policy Credential, acting alone, to perform a closed list of administrative activities set out in the Service Schedule (the "Administrative Activities"), limited to the creation of the Tenant Wallet and its accounts, the derivation of addresses from the Tenant Wallet’s root seed, the maintenance of wallet metadata and, on Supported Networks where the Service monitors deposits through deterministic deposit accounts, the deployment of the single deposit-account contract type specified in the Service Schedule at an address derived for that Tenant. That deployment is the only transaction of any kind that the Hedles Policy Credential can sign alone; it creates that contract and nothing else. No Administrative Activity can transfer Digital Assets to any destination; the only value consumed is the network fee for a deployment, borne by the Tenant in accordance with clause 4.7. Administrative Activities do not give Hedles access to the root seed or private keys and do not confer any control over the Tenant’s Digital Assets. Hedles shall not use an Administrative Activity for any other purpose, and shall not add to the list except by amendment under clause 22.

4.4 Nature of Co-Approval. Co-Approval is an automated step performed by policy within the Wallet Infrastructure Provider’s environment and applies to every Signing Request other than an Administrative Activity. Its purpose is to ensure that infrastructure that Hedles operates and pays for is used only within, and in accordance with, the Service. It is not a review of the commercial merits of a transaction, and Hedles exercises no discretion over the destination, amount, timing or purpose of any Outbound Movement, which are determined solely by the Tenant. Co-Approval does not confer on Hedles, and Hedles does not assume, any control over, right to, or responsibility for, the Digital Assets of any Tenant.

4.5 Co-Approval Criteria. Co-Approval is applied to a Signing Request if, and only if, each of the following is satisfied: (a) the Signing Request was prepared by the Service and the submitted body is byte-identical to the prepared body; (b) the Signing Request bears a valid signature stamp from a Tenant Credential authorised for the relevant Tenant Wallet and role; (c) the short-lived token bound to the Signing Request is valid and unexpired; (d) the applicable Fee Rules have been applied; (e) the relevant Tenant, and the Customer, are not suspended under clause 18; and (f) the Signing Request is not subject to a Legal Block. A "Legal Block" may be applied only where one of the following objective triggers exists: (i) an address, counterparty or person involved in the Signing Request matches a designation on a Sanctions list; (ii) a binding order of a court or competent authority addressed to Hedles requires Hedles not to act; or (iii) executing the Signing Request would itself constitute an offence by Hedles under an identified provision of Applicable Law. A Legal Block is applied to the specific Signing Request concerned; is notified to the Tenant, with the trigger relied on, where notification is lawful; lapses after thirty (30) days unless the trigger continues and the Legal Block is renewed on review; and is lifted as soon as the trigger ceases. A Legal Block may be applied to an Export Request only under trigger (ii). Hedles shall not add criteria to this list except by amendment under clause 22. Screening results or risk indicators that do not constitute a trigger under this clause may lead to investigation or suspension under clause 18 but never to a Legal Block.

4.6 Hedles’ own controls. Co-Approval under clause 4.5 is applied automatically by policy and involves no individual decision. Any change to that policy, to the Hedles Policy Credential, or to the configuration of a Tenant Wallet’s root quorum, and any activity of Hedles’ own operational and treasury wallets, is subject to Hedles’ internal quorum policy, under which no such change or activity may be authorised without the approval of four (4) of six (6) designated quorum members. No single individual at Hedles can alter the Co-Approval policy or authorise an activity of the Hedles Policy Credential.

4.7 Network fees. Network (gas, bandwidth, energy or equivalent) fees for any transaction are paid from the Tenant Wallet concerned. This includes the network fee for the deployment of a deposit-account contract under clause 4.3(iv), which is incurred only for addresses the Tenant has caused to be created. Hedles does not fund, advance or reimburse network fees. The Service will decline to prepare an Outbound Movement where its preflight indicates that the Tenant Wallet cannot cover the applicable network fee.

4.8 No power over funds. Hedles cannot access, move, redirect or transfer any Digital Asset in a Tenant Wallet, cannot reverse a confirmed transaction, and cannot recover Digital Assets sent to a wrong address or network. Withholding Co-Approval, or suspending access under clause 18, can prevent a transaction from being executed through the Service; it cannot prevent a Tenant from reaching its Digital Assets, because export under clause 5 remains available throughout and may be blocked only under clause 4.5 trigger (ii). The only actions available to Hedles in respect of a Tenant Wallet are to apply or decline Co-Approval to a Signing Request that the Tenant has itself prepared and signed, to perform the Administrative Activities listed in clause 4.3(iv), and to disable the Tenant’s access to the Service. None of these gives Hedles the ability to move a Tenant’s Digital Assets.

4.9 No custodial or fiduciary relationship. Nothing in these Terms, in the configuration of Co-Signed Mode, or in the operation of the Service creates a custodial, deposit, trust, agency, escrow, fiduciary or debtor-creditor relationship in respect of Digital Assets between Hedles and the Customer, any Merchant or any payer. Digital Assets in a Tenant Wallet are at all times the property of the relevant Tenant, are not assets of Hedles and would not form part of Hedles’ estate in any insolvency of Hedles.

4.10 No insurance or protection scheme. Digital Assets in Tenant Wallets are not insured by Hedles and are not protected by any deposit-guarantee, investor-compensation or similar scheme.

5. Key Export and Business Continuity

5.1 Principle. Digital Assets are in the Tenant’s own wallet, not with Hedles. The purpose of this clause is to ensure that a Tenant can always reach them, whether or not Hedles is operating, and that Hedles’ promises to that effect survive any failure of Hedles.

5.2 Right to export. The Customer, and each Merchant in respect of its own Tenant Wallet, is entitled at any time and for any reason to export the private key material of its Tenant Wallet by making an Export Request in accordance with the procedure in the Service Schedule. This right is unconditional and, in particular, is not conditional on the payment of any disputed or undisputed amount, on the absence of any dispute between the parties, or on the Customer’s or Merchant’s continued use of the Service.

5.3 Hedles’ undertaking. Hedles shall apply Co-Approval to, and shall procure that the Hedles Policy Credential is configured so as to apply Co-Approval to, every Signing Request that constitutes a valid Export Request within two (2) Business Days of receipt, and shall not withhold, delay or condition that Co-Approval for any reason other than: (a) failure of the Export Request to satisfy the identity and authorisation checks in the Service Schedule, in which case Hedles shall promptly identify the deficiency; or (b) a Legal Block under clause 4.5 trigger (ii), in which case Hedles shall inform the requesting Tenant to the extent permitted by law. Hedles shall not use its participation in the root quorum as a means of securing payment or of exercising any lien or right of retention over Digital Assets.

5.4 Delivery of exported keys. Exported key material is encrypted within the Wallet Infrastructure Provider’s enclave to a public key generated by the requesting Tenant on its own device and is never disclosed to Hedles in plaintext. Hedles has no responsibility for the security, storage or use of key material after export.

5.5 Effect of export. Export does not by itself remove the Tenant Wallet from the Service, and the Tenant may continue to use the Service in respect of it. However, from the moment of export: (a) the Tenant is able to transact outside the Service and Hedles has no visibility of, or responsibility for, transactions so made; (b) the Service’s ledger may no longer reflect the balance of the Tenant Wallet; and (c) Hedles is not liable for any loss arising from the use, loss, disclosure or compromise of exported key material.

5.6 Continuity Events. Each of the following is a "Continuity Event": (a) Hedles gives notice that it will cease to provide the Service generally; (b) Hedles becomes subject to any insolvency, liquidation, reorganisation or similar proceeding, or ceases to carry on business; (c) the Service is unable to apply Co-Approval to Signing Requests generally for a continuous period exceeding seventy-two (72) hours, other than during a notified maintenance window; (d) Hedles’ arrangement with the Wallet Infrastructure Provider terminates without a successor provider having been put in place; or (e) Hedles is required by Applicable Law or a binding order to cease providing the Service in the Customer’s jurisdiction. A Continuity Event under sub-clause (c) is established by the status page record together with a written notice from the Customer to the continuity contacts identified in the Service Schedule and on the Continuity Page that has not received a substantive response within two (2) Business Days.

5.7 Hedles’ continuity obligations. On the occurrence of a Continuity Event, Hedles shall: (a) publish a continuity notice through the channels in clause 5.8 without undue delay and in any event within two (2) Business Days, and notify each Customer at its registered contact details; (b) make available the continuity export procedure described in the Service Schedule, under which Export Requests can be completed without reliance on Hedles’ day-to-day operations; (c) continue to apply Co-Approval to Signing Requests, to the extent Hedles is able to do so, for a run-off period of not less than ninety (90) days from the notice under sub-clause (a); (d) continue to make the API, dashboard and records available during the run-off period to the extent Hedles is able to do so, and in any event make available to each Customer an export of its records; and (e) not delete, disable or otherwise prevent access to any Tenant Wallet that contains Digital Assets of more than de minimis value.

5.8 Continuity communications. Instructions on how to reach and withdraw Digital Assets in a Continuity Event are published in advance on the Continuity Page and kept current. In a Continuity Event Hedles shall publish the continuity notice and instructions: (a) on the Continuity Page and on hedles.io; (b) on the status page referred to in clause 11.7; (c) on Hedles’ official social-media accounts listed on the Continuity Page (currently x.com/hedles_io); (d) by email to the registered contact address of every Customer; and (e) on the independent mirror location identified in advance on the Continuity Page, which is hosted on infrastructure and a domain that do not depend on Hedles’ primary systems. Every continuity notice and instruction is signed with the continuity signing key whose public key and fingerprint are published on the Continuity Page and in the documentation. Tenants should act only on instructions that carry a valid signature and that appear on at least one listed channel; Hedles will never ask a Tenant to disclose a Credential, a private key or an exported key bundle. Platforms shall make the Continuity Page available to their Merchants in accordance with clause 7.6.

5.9 Standing continuity measures. Hedles shall at all times: (a) maintain the Continuity Page, the mirror location and the continuity signing key; (b) maintain the continuity export mechanism described in the Service Schedule and test it end-to-end not less than once in every twelve (12) months, recording the result; (c) designate a continuity officer and an alternate, whose role is to trigger the measures in this clause, and keep their contact routes current on the Continuity Page; (d) keep the operational documentation needed to run the measures in this clause in a form that can be executed by a person other than the individuals who ordinarily operate the Service; (e) maintain the internal quorum described in clause 4.6 so that the incapacity of any one individual cannot prevent Co-Approval or export; and (f) provide the Customer, on request not more than once in any twelve (12) month period, with a summary of the most recent test under sub-clause (b).

5.10 Platform-Controlled Merchant Wallets. Where a Merchant’s Tenant Wallet is a Platform-Controlled Merchant Wallet, the Platform holds the Tenant Credential for that Merchant and the Platform, not Hedles, is the party on which the Merchant depends for access to its Digital Assets within the Service. The Platform shall: (a) maintain and honour an export and continuity procedure for its Merchants that is no less protective than clauses 5.2 to 5.8; (b) not withhold export from a Merchant as a means of securing payment or exercising any lien or right of retention, save to the extent permitted by the Merchant Terms and Applicable Law; and (c) on the Platform’s own insolvency or cessation of business, cooperate with Hedles so that Merchants can obtain their key material directly.

5.11 Merchants may rely on this clause. Clauses 5.2 to 5.4 and 5.7 to 5.8 are made for the benefit of, and are enforceable by, each Merchant in respect of its own Tenant Wallet, notwithstanding that the Merchant is not a party to these Terms. This stipulation is irrevocable. A Merchant accepts the benefit of it by accepting Merchant Terms that include the provision required by Schedule 1 paragraph 2, or by making an Export Request, whichever is earlier. A Merchant enforcing this clause does so subject to clause 23. The parties may vary these Terms without the consent of any Merchant, save that no variation shall reduce the rights of a Merchant under this clause 5 in respect of Digital Assets already in its Tenant Wallet.

5.12 Insolvency of Hedles. The Digital Assets in a Tenant Wallet are not Hedles’ property, have never been transferred to Hedles, and would not form part of Hedles’ estate in any insolvency. The obligations in clauses 5.2, 5.3, 5.7 and 5.8 shall survive any insolvency, liquidation, reorganisation or similar proceeding affecting Hedles and shall, to the fullest extent permitted by Applicable Law, be binding upon and capable of performance by any liquidator, administrator, receiver, trustee or successor of Hedles. Hedles shall include in any transfer of its business a requirement that the transferee assumes them.

5.13 Survival. This clause 5 survives termination or expiry of these Terms for so long as any Tenant Wallet within the Customer’s hierarchy contains Digital Assets or until every such Tenant Wallet has been exported or migrated, whichever is earlier.

6. Account Claim, Credentials and Access Control

6.1 Claim process. Access to the Service is obtained through a claim process in which the Tenant verifies control of its registered email address and registers its first Tenant Credential (a passkey for browser-based claims or a P-256 API key for programmatic claims). A Tenant Wallet is provisioned by Hedles when the Tenant is created and may receive Digital Assets before the claim process is completed; until completion no Tenant Credential exists for it. Hedles shall not sign or broadcast any transaction from an unclaimed Tenant Wallet other than an Administrative Activity, and Digital Assets received before the claim remain in the Tenant Wallet for the Tenant. On completion of the claim process the root quorum is configured in Co-Signed Mode with the Tenant Credential as its principal authority. A Platform should ensure that each Merchant completes the claim process before payments are directed to its Payin Addresses.

6.2 Users and roles. Each Tenant manages its own users, their roles (currently reader, collector, operations and administrator, as described in the documentation), their Credentials and their API keys through the Service. Mutating actions are gated by role; the Customer is solely responsible for determining who within its organisation, and within each Merchant that it administers, is given a Credential and with what role.

6.3 Credential security. The Customer shall, and shall procure that each Merchant shall: (a) keep all Credentials secure and confidential; (b) ensure that API private keys are generated client-side wherever the Service permits, and that any server-generated key returned once by the Service is stored securely and rotated promptly; (c) apply appropriate internal controls (including segregation of duties) to users with operations or administrator roles; (d) revoke Credentials of users who leave or change role without delay; and (e) notify Hedles immediately on becoming aware of any actual or suspected compromise of a Credential or unauthorised access to a Tenant.

6.4 Authorised actions. Any Signing Request stamped by a valid Tenant Credential is deemed to have been authorised by the relevant Tenant, and Hedles is entitled to act on it, whether or not it was in fact authorised by that Tenant’s internal procedures. The Customer bears all loss arising from the use of a Credential by a person other than the intended user unless and until Hedles has received notice under clause 6.3(e) and has had a reasonable opportunity to suspend the Credential.

6.5 Credentials held by the Platform for a Merchant. A Platform may complete the claim process on a Merchant’s behalf, or otherwise register or hold a Credential that forms part of a Merchant’s Tenant Credential, only with Hedles’ prior written approval, obtained in accordance with the Service Schedule, which Hedles may condition or withhold. Where approved, the resulting Tenant Wallet is a Platform-Controlled Merchant Wallet and: (a) the Platform holds signing authority over the Merchant’s Digital Assets; (b) the Platform, not Hedles, is responsible for determining whether that authority requires the Platform to hold any licence, registration or authorisation under Applicable Law, and for holding it; (c) clause 5.10 applies; and (d) the Platform shall disclose the arrangement clearly to the Merchant in the Merchant Terms. A Platform-Controlled Merchant Wallet created without approval is a material breach of these Terms.

7. Platforms and Merchants

7.1 Application. This clause 7 applies to a Customer that is a Platform. A Platform may structure its use of the Service in layers (platform, merchant and sub-merchant tenants) and may configure visibility, Fee Rules and operational settings across its hierarchy to the extent the Service permits.

7.2 Platform responsible for its hierarchy. The Platform is responsible to Hedles for every act and omission of every Merchant, and for all activity that takes place under any tenant within its hierarchy, as if it were the Platform’s own act, omission or activity. This includes compliance with these Terms by each Merchant, the lawfulness of each Merchant’s business and of each payment received or sent, the performance of all screening and monitoring described in clause 9.4, and payment of all Technology License Fees arising from Merchant activity. Hedles has no relationship with, does not identify, verify or assess, and assumes no responsibility for, any Merchant or any Merchant’s customers or payers.

7.3 Hedles not a party. All commercial, contractual, onboarding, pricing, support and dispute matters between the Platform and its Merchants, and between any Merchant and its customers or payers, are solely the Platform’s responsibility. Save as stated in clause 5.11, Hedles is not a party to any such relationship, owes no duty to any Merchant, customer or payer, and provides support only to the Platform.

7.4 Merchant onboarding. The Platform determines, in its own discretion and at its own risk, which Merchants it onboards and on what conditions. Before creating a Merchant in the Service the Platform shall have completed the due diligence its own compliance programme under clause 10 requires and shall have obtained the Merchant’s agreement to Merchant Terms that satisfy clause 7.5.

7.5 Minimum Merchant Terms. The Platform shall ensure that the Merchant Terms with each Merchant at all times: (a) include the minimum provisions set out in Schedule 1; (b) describe the arrangement as non-custodial in terms consistent with clause 4, including the two-of-two signing model, and do not describe any party as holding the Merchant’s Digital Assets; (c) do not grant, or purport to grant, to the Platform or any person any custodial, possessory or control right over the Merchant’s Digital Assets, private keys or Tenant Wallet greater than the Platform itself holds under these Terms, except in respect of a Platform-Controlled Merchant Wallet where the Platform’s authority is disclosed under clause 6.5(d); (d) do not represent Hedles as a custodian, bank, payment institution, exchange or regulated financial institution, and do not make any representation about Hedles or the Service that is inconsistent with these Terms; and (e) impose on the Merchant obligations of lawful use and compliance no less protective than clauses 9 and 10, and, where the Merchant onboards its own sub-merchants, require the Merchant to flow the same obligations down; (f) include the acceptance of the benefit of clause 5.11 required by Schedule 1 paragraph 2; and (g) where the Platform makes the Swap Functionality available to Merchants, include the disclosures in Schedule 2 paragraph 12.

7.6 Continuity disclosure. The Platform may offer the Service under its own brand and is not required to name Hedles in its Merchant Terms, save that the Merchant Terms shall in all cases: (a) inform the Merchant that wallet key generation, storage and signing infrastructure is provided by a third-party infrastructure provider and that the Merchant’s wallet is a dedicated wallet under a two-of-two signing model; (b) inform the Merchant that it is entitled to export its private key material at any time and describe how to do so; and (c) set out, or link to, the Continuity Page, including the contact route Merchants are to use if the Platform is unavailable. Hedles may require the Platform to name Hedles in the Merchant Terms on thirty (30) days’ notice if Hedles reasonably concludes that this is necessary for the continuity route to operate or is required by Applicable Law.

7.7 Fee settings. The Service allows the Platform to configure Customer Fees. The commercial effect of any Customer Fee is a matter between the Platform and its Merchants, and the Platform is responsible for disclosing Customer Fees to Merchants and for their lawfulness.

7.8 Suspension of Merchants. Suspending, restricting or off-boarding a Merchant is the Platform’s function, performed by the Platform through the Service. Hedles does not manage Merchants and does not suspend individual Merchants, save that Hedles may (a) apply a Legal Block to a specific Signing Request under clause 4.5(f), and (b) suspend the Customer’s access, or access under a specific tenant, under clause 18 where required by Applicable Law, Sanctions or a binding order or to protect the security of the Service, in which case Hedles shall notify the Platform. No action by Hedles under this clause gives Hedles access to, or control over, any Digital Asset.

8. Fees, Pricing and Taxes

8.1 Consideration. In consideration of the licence and access granted under these Terms, the Customer shall pay Hedles the Technology License Fee. The Technology License Fee is a usage-based licence fee for the use of technology, measured by the volume of Digital Assets moved through the Service. It is not a payment, processing, transmission or custody fee, and Hedles performs no service in respect of any individual payment in return for it.

8.2 Pricing agreed separately. These Terms do not set out rates. The rates applicable to the Customer, including the rate or rates of the Technology License Fee, any fee for the Swap Functionality, and any other commercial term, are those agreed between Hedles and the Customer in the Pricing Schedule or an Order Form. In the absence of an agreed Pricing Schedule or Order Form, the standard rates displayed in the Service at the time the relevant tenant is activated apply. The Pricing Schedule forms part of the agreement between the parties but is confidential to the Customer and is not published with these Terms.

8.3 Fee Rules. Rates are implemented in the Service through Fee Rules, whose parameters and resolution rules are described in the Service Schedule. The Service provides a quotation function showing the full fee stack for a proposed Outbound Movement before it is signed. Hedles configures the Fee Rules that implement the Technology License Fee in accordance with the Pricing Schedule; the Customer configures its own Customer Fees.

8.4 All fees are collected on-chain by the Tenant’s own signature. Every fee under these Terms is settled in the Digital Asset of the Outbound Movement, at the time of that Outbound Movement, by the inclusion in the transaction (or in an accompanying transaction on the same network) of a transfer from the Tenant Wallet to the Fee Address of each Fee Beneficiary. The unsigned payload presented to the Tenant Credential for signature includes those transfers, and by stamping it the Tenant authorises the payment of the fees it contains. Hedles does not deduct fees from Digital Assets in its possession, because it has none; the fee is paid by the Tenant from its own Tenant Wallet. Fees are resolved when the Outbound Movement is created and are shown in the quotation, in the transaction presented for signature, in the Fee Ledger and on the relevant Supported Network.

8.5 No invoicing, billing or pre-funding. Because every fee is collected on-chain at the time of the Outbound Movement to which it relates, Hedles does not invoice or bill the Customer for fees, does not require pre-funding, deposits or minimum balances, and does not extend credit. There is nothing for the Customer to pay separately, no due date and no late-payment interest. If a Pricing Schedule or Order Form provides for an amount that cannot by its nature be collected on-chain (for example a fixed platform fee, a minimum commitment or a fee for professional services), that document states how and when the amount is paid; otherwise no such amount is payable.

8.6 Fee Addresses. Each Fee Beneficiary must maintain a Fee Address on each Supported Network on which it has configured a Fee Rule. The Service will decline to prepare an Outbound Movement to which a Fee Rule applies if the relevant Fee Beneficiary has no Fee Address on that Supported Network. Hedles is not responsible for Customer Fees that cannot be collected for this reason.

8.7 Fee Ledger, dashboard and fiscal documents. The Fee Ledger and the dashboard are the running statement of fees under these Terms and are available to the Customer at all times; the relevant Supported Network is the authoritative record of each fee transfer. Hedles does not issue periodic statements. Where the law of the Republic of Panama requires Hedles to document its fee income with a fiscal document (factura electrónica or equivalent), Hedles shall issue such documents in the form and at the intervals the law requires and may aggregate the fees of a period in a single document. For that purpose, and wherever these Terms require a Digital Asset to be valued in United States dollars, the value is determined at the Reference Rate. The Customer shall provide, and keep current, the legal name, address and tax identification details Hedles needs to issue fiscal documents.

8.8 Changes to pricing. Rates agreed in a Pricing Schedule or Order Form apply for the period stated in it and may be changed only as it provides. Where no period is stated, and in respect of standard rates, Hedles may change rates on not less than thirty (30) days’ written notice to the Customer; a change that reduces a rate may take effect on shorter notice. No change applies to Outbound Movements signed before its effective date. The Customer may configure and change Customer Fees at any time, subject to clause 7.7.

8.9 Disputes. If the Customer disputes any fee in good faith it shall notify Hedles in writing within sixty (60) days of the relevant Fee Ledger entry, specifying the transaction and the basis of the dispute. The parties shall seek to resolve the dispute in good faith within thirty (30) days of that notice. If a fee was collected in error, Hedles shall return the excess by on-chain transfer to an address of the Customer’s Tenant Wallet within ten (10) Business Days of resolution. Fees not disputed within the sixty-day period are deemed accepted. A dispute does not entitle Hedles to withhold Co-Approval or key export.

8.10 Taxes generally. All fees are exclusive of taxes. Each party is responsible for its own income, corporate, profits and similar direct taxes. The Customer is responsible for all taxes arising on its own charges to Merchants and on the Customer Fees it collects.

8.11 Withholding. Because fees are collected on-chain from the Tenant Wallet in the amount stated in the Fee Rule, no deduction or withholding is made at source. If Applicable Law requires the Customer to account for any withholding tax on fees paid to Hedles, the Customer shall do so from its own resources without reducing the amount collected on-chain, and shall provide Hedles with evidence of payment to the relevant authority within thirty (30) days.

8.12 Indirect taxes (ITBMS). All fees are exclusive of the Panamanian Impuesto de Transferencia de Bienes Muebles y Servicios ("ITBMS") and any equivalent or successor value-added, sales, use or other indirect tax ("Indirect Tax"). Where ITBMS (currently levied at seven per cent (7%)) or any other Indirect Tax applies to a supply by Hedles to the Customer, the Fee Rule implementing the Technology License Fee for that Customer includes the Indirect Tax, so that it is collected on-chain together with the fee and shown as such in the fiscal document issued under clause 8.7. Hedles bears any difference between the value of the Indirect Tax so collected and the amount Hedles must remit to the tax authority. If the Customer is or becomes a designated ITBMS withholding agent (agente de retención), it shall remit the required portion of the ITBMS to the Dirección General de Ingresos from its own resources and promptly provide Hedles with the withholding certificate and supporting documentation needed for Hedles to claim credit for the amount withheld.

8.13 Income tax and Indirect Tax are cumulative. Indirect Tax under clause 8.12 is separate from and additional to any withholding on account of income tax under clause 8.11, and the two shall not be set off against or merged with one another.

9. Customer Obligations and Responsibility for Activity

9.1 The Customer shall: (a) use the Service only as permitted by these Terms, the documentation and Applicable Law; (b) integrate with the Service in accordance with the documentation, including its versioning and deprecation requirements; (c) maintain accurate and current registration, contact and beneficial-ownership information with Hedles; (d) ensure that its systems that interact with the Service, including webhook endpoints and any system that stores API keys, are secured to a standard consistent with good industry practice, and comply with clause 3.8; (e) not represent Hedles as a custodian, bank, payment institution, exchange, money transmitter or regulated financial institution, or make any statement about Hedles or the Service inconsistent with these Terms; and (f) promptly provide information that Hedles reasonably requests to verify compliance with these Terms.

9.2 The Customer shall not, and shall not permit any Merchant or other person to: (a) use the Service for any activity that is unlawful under Applicable Law, for any Prohibited Use under clause 9.8, or in a manner that would cause Hedles to breach Applicable Law or Sanctions; (b) use the Service in, from or for the benefit of any person that is subject to Sanctions or located, organised or resident in a Sanctioned Jurisdiction; (c) attempt to circumvent Co-Approval, Fee Rules, rate limits or any security or access control of the Service; (d) reverse engineer, decompile or attempt to derive the source code of the Service, or access it in order to build a competing product; (e) resell or sublicense access to the Service other than, in the case of a Platform, to Merchants within its hierarchy in accordance with clause 7; (f) interfere with the integrity or performance of the Service or of any Supported Network; or (g) use test networks or pre-release features for Digital Assets of real value.

9.3 Responsibility for activity. The Customer is solely responsible for its own use of the Service and, if it is a Platform, for all use of the Service by every Merchant and every other person acting under any tenant in its hierarchy, and for every payment received into, and every transfer made from, any Tenant Wallet in that hierarchy. Hedles provides technical infrastructure only. It does not decide, and takes no responsibility for, what goods, services or activities any Customer or Merchant offers or pays for, who its customers or payers are, or whether any of them is lawful in any jurisdiction. These are matters for the Customer under its own compliance programme and Applicable Law.

9.4 Screening is performed by the Customer. All identification and verification of Merchants and their beneficial owners, all Sanctions screening, all transaction monitoring, all screening of blockchain addresses and of the origin of Digital Assets (including screening for Digital Assets that are or may be associated with illicit activity or that have otherwise been "tainted"), and all other screening of traffic that passes through the Service, is performed by the Customer, using such tools and providers as the Customer selects, to the standard Applicable Law requires of the Customer. Hedles performs no such screening on the Customer’s behalf and has no obligation to perform any. Where Hedles screens for its own purposes under clause 10.6, that screening is not performed for, and may not be relied on by, the Customer.

9.5 Tainted or illicit assets. Digital Assets that are received into any Tenant Wallet are received by, and are the property of, the relevant Tenant. If any Digital Asset received into or sent from a Tenant Wallet is or becomes associated with illicit activity, is frozen, seized, blacklisted by an issuer or otherwise impaired, or gives rise to any claim, enquiry or reporting obligation, that is the Customer’s responsibility. Hedles is not responsible for the origin, provenance, lawfulness or continued usability of any Digital Asset that enters or leaves a Tenant Wallet, and the Customer shall indemnify Hedles under clause 16.1 in respect of any such matter.

9.6 The Customer shall notify Hedles without undue delay, and in any event within twenty-four (24) hours, on becoming aware of: (a) any actual or suspected security incident affecting its use of the Service or any Merchant; (b) any enquiry, investigation or order from a regulator or law-enforcement authority concerning its use of the Service; or (c) any event that would reasonably be expected to give rise to a claim under clause 16.

9.7 Territorial availability. Hedles may restrict the availability of the Service, or of any feature of it, by jurisdiction. The Customer warrants on acceptance, and on each day of the term, the jurisdiction in which it is established and from which it operates, and the jurisdictions in which its Merchants are established, as recorded in its onboarding information, and shall notify Hedles before any change. In respect of Restricted Territories: (a) no Customer established in, operating from or offering the Service to Merchants in the United States of America may use the Service without Hedles’ prior written approval, which will be given only where the Customer demonstrates that it holds the registrations and licences that United States federal and state law require for its activity; (b) a Customer established in the European Union, the European Economic Area or Switzerland, and its Merchants there, may use the Service for the acceptance and sending of Digital Assets, but the Swap Functionality shall not be enabled for such a Customer, or made available by it to Merchants established there, without Hedles’ prior written approval; and (c) Hedles may designate further Restricted Territories, or change the conditions applying to any of them, by thirty (30) days’ notice, and may decline to provision or may suspend under clause 18 any use that does not comply with this clause. Nothing in this clause is a representation that the Service may lawfully be used in any territory; clause 10.4 applies.

9.8 Prohibited Uses. The following are "Prohibited Uses" and the Customer shall not use the Service, and shall not permit any Merchant or other person to use it, for or in connection with any of them: (a) any activity that is unlawful in the jurisdiction of the Customer, of the Merchant or of the payer; (b) dealings with any person subject to Sanctions or in a Sanctioned Jurisdiction, or any other breach of Sanctions; (c) money laundering, terrorist financing, or the handling of the proceeds of crime; (d) the operation of an exchange, custody, brokerage, money-transmission, payment or other regulated financial service for the public without the licence or registration that Applicable Law requires; (e) mixers, tumblers or other services designed to obscure the origin or destination of Digital Assets; (f) fraud, including Ponzi and pyramid schemes, and market manipulation; (g) child sexual abuse material or human trafficking; and (h) ransomware, malware or the sale of stolen data or credentials. This clause does not impose on Hedles any obligation to screen for, detect or prevent a Prohibited Use; clauses 9.3 to 9.5 apply. A Prohibited Use is a material breach of these Terms incapable of remedy for the purposes of clause 19.3 and entitles Hedles to suspend under clause 18.

10. Compliance: AML/CFT, Sanctions and Licensing

10.1 Allocation of responsibility. The Customer acknowledges that the Service is technical infrastructure; that Hedles does not have a customer relationship with, and does not identify, verify, screen or monitor, any Merchant, customer or payer; and that the Customer (and each Merchant, in respect of its own customers) is the party responsible for compliance with anti-money-laundering, counter-terrorist-financing, sanctions, consumer-protection, tax-reporting and licensing requirements applicable to its business and to the activity in its hierarchy. Clause 4 describes Hedles’ technical role only and does not transfer, reduce or excuse any compliance obligation of the Customer.

10.2 AML/CFT programme. The Customer warrants that it operates, and shall maintain throughout the term, a written anti-money-laundering, counter-terrorist-financing and know-your-customer programme that complies with Applicable Law and reflects good industry practice, including risk assessment, customer due diligence on each Merchant (including identification of beneficial owners), enhanced due diligence where warranted, ongoing transaction monitoring, record-keeping and suspicious-activity reporting.

10.3 Sanctions. The Customer shall screen each Merchant, its beneficial owners and, to the extent required by Applicable Law or good industry practice, counterparties and blockchain addresses, against applicable Sanctions lists at onboarding and on an ongoing basis. The Customer represents that neither it nor any of its owners, directors or Merchants is a person subject to Sanctions or located, organised or resident in a Sanctioned Jurisdiction, and shall not use or permit the use of the Service in breach of Sanctions.

10.4 Licensing. The Customer represents and warrants that it holds, and shall maintain, all licences, registrations, authorisations and consents required under Applicable Law for its business and for making the Service available to Merchants in each jurisdiction in which it does so, including any registration or licence applicable to virtual-asset service providers, money transmission or payment services. The Customer is solely responsible for determining whether the manner in which it uses the Service (including any Platform-Controlled Merchant Wallet, and any Customer Fee) brings it within a licensing regime. Hedles makes no representation that the Service may lawfully be used in any particular jurisdiction or business model.

10.5 Flow-down and enforcement. The Customer shall impose on each Merchant, through the Merchant Terms, compliance obligations no less protective than this clause 10, and shall enforce them, including by suspending or terminating Merchants that breach them.

10.6 Hedles’ own compliance. Hedles may conduct due diligence on the Customer at onboarding and periodically thereafter, and the Customer shall provide the information and documents Hedles reasonably requests for that purpose, including evidence of its jurisdiction, its licences and its compliance with this clause 10. Hedles may, for its own purposes only, screen Tenant Wallet addresses, transaction counterparties and Swap Provider destinations against Sanctions lists and blockchain-analytics risk indicators. A Sanctions-list match may constitute a trigger for a Legal Block under clause 4.5; any other screening result or risk indicator may prompt investigation, a request for information or suspension under clause 18, but not a Legal Block. Nothing in this clause obliges Hedles to conduct any screening, no screening by Hedles is performed for the benefit of the Customer or any Merchant, and no screening by Hedles reduces the Customer’s obligations under clause 9.4.

10.7 Information requests and reporting. Each party shall cooperate reasonably with the other in responding to lawful requests from regulators and law-enforcement authorities concerning use of the Service, to the extent permitted by Applicable Law. Hedles may disclose information concerning the Customer and its Merchants to a competent authority where required by Applicable Law or a binding order, and shall inform the Customer of the disclosure where lawful to do so.

10.8 Travel Rule. Hedles is not a virtual-asset service provider, does not originate or receive transfers of Digital Assets on behalf of any person, and does not collect, hold, transmit or verify originator or beneficiary information in respect of any transfer (the requirements commonly known as the "Travel Rule"). Where Applicable Law requires the Customer or a Merchant to transmit or obtain such information alongside a transfer of Digital Assets, compliance with that requirement is solely the responsibility of the Customer and its Merchants. Hedles may, but is not obliged to, make available technical fields or features that assist with such compliance; making them available does not make Hedles responsible for their use.

10.9 Anti-bribery and export controls. Each party shall comply with anti-bribery and anti-corruption laws applicable to it. The Customer shall comply with export-control laws applicable to its receipt and use of the Service.

11. Hedles’ Obligations: Security, Service Levels, Support and Changes

11.1 Standard of performance. Hedles shall provide the Service with reasonable skill and care and in accordance with good industry practice for infrastructure of this kind.

11.2 Security. Hedles shall maintain an information-security programme appropriate to the nature of the Service, including: (a) generation and storage of private keys exclusively within the Wallet Infrastructure Provider’s secure enclaves; (b) the quorum controls in clause 4.6 and the restriction of the Hedles Policy Credential to Co-Approval and the Administrative Activities; (c) access controls, logging and monitoring for the Service’s systems; (d) encryption of data in transit and at rest; (e) vulnerability management and independent penetration testing of the Service not less than once in every twelve (12) months; and (f) a security-incident response plan. Hedles shall on request, not more than once in any twelve (12) month period, provide the Customer with a summary of its security programme and of any independent assessment or certification it holds.

11.3 Incident notification. Hedles shall notify the Customer without undue delay, and in any event within forty-eight (48) hours, after becoming aware of a security incident that has resulted in, or is reasonably likely to result in, unauthorised Co-Approval, unauthorised access to the Customer’s data, or material unavailability of key export, and shall keep the Customer reasonably informed of remediation.

11.4 Service Levels and support. Hedles shall use commercially reasonable efforts to meet the availability targets, support response targets and maintenance-notice periods set out in the Service Schedule. Service credits under the Service Schedule are the Customer’s sole and exclusive remedy for failure to meet an availability target.

11.5 Changes to the Service. Hedles may modify, improve or replace features of the Service, provided that it does not materially reduce the core functionality described in clause 3.1 during the term without the Customer’s consent. Where Hedles intends to introduce a change that breaks compatibility with a supported API version, Hedles shall give not less than ninety (90) days’ notice and shall maintain the previous version during that period, save that Hedles may make changes on shorter or immediate notice where reasonably necessary for security, legal or regulatory reasons or to respond to changes in a Supported Network or a third-party dependency.

11.6 Infrastructure providers. The Customer acknowledges that Hedles uses the Wallet Infrastructure Provider, blockchain node and RPC providers, cloud-hosting providers and other third parties to deliver the Service; the current list is set out in the Service Schedule. Hedles shall give the Customer not less than thirty (30) days’ notice of any change of Wallet Infrastructure Provider and shall ensure that any successor provides secure-enclave key generation and storage, key export and quorum-based policy enforcement of at least equivalent standard, and that Tenant Wallets are migrated only with the participation of the Tenant Credential or following export.

11.7 Status information. Hedles shall maintain a status page at hedles.io/status and shall use it to communicate incidents and scheduled maintenance. Descriptions of the Service in marketing material (for example as to speed, settlement or protection against particular risks) are descriptive and are not warranties; the warranties given by Hedles are those in clause 15.

12. Data Protection

12.1 Compliance. Each party shall comply with data-protection laws applicable to it in connection with the Service, including, in the case of Hedles, Law 81 of 2019 of the Republic of Panama and its regulations, and, in the case of the Customer, the data-protection laws of the jurisdictions in which it and its Merchants operate. In this clause "Personal Data", "Controller", "Processor" and "Processing" have the meanings given in the applicable data-protection law.

12.2 Roles. As between the parties: (a) the Customer is the Controller of Personal Data relating to its users, its Merchants, its Merchants’ users and, to the extent any is present in payment metadata (such as wallet addresses, references, amounts, timestamps and notes), payers; (b) Hedles Processes that Personal Data as Processor on the Customer’s behalf and on its documented instructions, which are given by the Customer’s configuration and use of the Service; and (c) Hedles is an independent Controller of Personal Data that it Processes for its own purposes of operating, securing and improving the Service, performing its own compliance obligations under clause 10.6 and 10.7, and managing its relationship with the Customer.

12.3 Hedles’ obligations as Processor. When acting as Processor, Hedles shall: (a) Process Personal Data only on the Customer’s documented instructions unless required otherwise by Applicable Law; (b) ensure that persons authorised to Process Personal Data are bound by confidentiality; (c) implement the technical and organisational measures in clause 11.2; (d) engage sub-processors only from the list in clause 11.6 and impose on them data-protection obligations equivalent to this clause; (e) assist the Customer, at the Customer’s reasonable cost, in responding to data-subject requests and in meeting its security, breach-notification and impact-assessment obligations; (f) on termination, delete or return Personal Data at the Customer’s election, save for data Hedles is required by Applicable Law to retain (including for the purposes of clause 5 and clause 21); and (g) make available information reasonably necessary to demonstrate compliance with this clause.

12.4 International transfers. The Customer acknowledges that Hedles Processes Personal Data in Panama and in the jurisdictions of its sub-processors, and authorises transfers to those jurisdictions. Where the Customer is subject to a law that requires a specific transfer mechanism, the parties shall enter into the required instrument on request, and Hedles’ standard data-processing terms, made available by Hedles on request, shall apply.

12.5 Customer obligations. The Customer shall provide, and shall procure that its Merchants provide, all notices and obtain all consents required under applicable data-protection law, including a privacy notice that fairly describes the Processing of payment metadata by a third-party infrastructure provider. The Customer shall not represent that Hedles is a Controller of end-user Personal Data except to the extent stated in clause 12.2(c).

12.6 Blockchain data. The Customer acknowledges that data recorded on a Supported Network is public, immutable and outside the control of either party, and that neither party can delete or amend it.

13. Confidentiality

13.1 "Confidential Information" means all non-public information disclosed by or on behalf of one party (the "Disclosing Party") to the other (the "Receiving Party") in connection with these Terms that is marked as confidential or would reasonably be understood to be confidential, including, in the case of Hedles, the Service’s technical specifications, architecture, security design, Co-Approval policy configuration, Fee Rules and fee-resolution logic, the Continuity Arrangements, the Service Schedule and pricing, and, in the case of the Customer, its business plans, Merchant lists and transaction data.

13.2 The Receiving Party shall: (a) keep Confidential Information confidential using at least the degree of care it uses for its own confidential information and no less than reasonable care; (b) use it only to exercise its rights and perform its obligations under these Terms; and (c) disclose it only to its and its affiliates’ personnel, professional advisers, auditors, insurers and (in Hedles’ case) sub-processors who need to know it and are bound by obligations of confidence no less protective than this clause.

13.3 This clause does not apply to information that: (a) is or becomes public other than through breach of these Terms; (b) was lawfully known to the Receiving Party without obligation of confidence before disclosure; (c) is lawfully received from a third party without obligation of confidence; or (d) is independently developed without reference to the Confidential Information. The Receiving Party may disclose Confidential Information to the extent required by Applicable Law, a competent authority or the rules of a stock exchange, giving the Disclosing Party reasonable prior notice where lawful and cooperating in any effort to limit the disclosure.

13.4 Confidentiality obligations survive termination for five (5) years, and indefinitely in respect of trade secrets and security information. On termination the Receiving Party shall, at the Disclosing Party’s request, return or destroy Confidential Information in its control, subject to legal retention requirements and routine backups, which remain subject to this clause.

14. Intellectual Property, Branding and White-Label

14.1 Ownership. All intellectual-property rights in and to the Service, the documentation, the Hedles name and marks, and all improvements, modifications and derivative works of any of them, are and remain the property of Hedles and its licensors. Nothing in these Terms transfers any such right to the Customer.

14.2 Licence. Subject to these Terms, Hedles grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable (except to Merchants in accordance with clause 7) licence during the term to access and use the Service and the documentation for the purpose of accepting and sending Digital Assets in the Customer’s business and offering the same to Merchants.

14.3 Customer materials. The Customer retains all rights in its own brand, systems and data. The Customer grants Hedles a non-exclusive licence to use Customer data solely to provide the Service, to comply with Applicable Law and to produce aggregated or anonymised statistics that do not identify the Customer or any Merchant.

14.4 Feedback. Hedles may use suggestions or feedback provided by the Customer without obligation.

14.5 White-label. The Customer may present the Service under its own brand. The Customer shall not use the Hedles name or marks in any public-facing material except: (a) as required by clause 7.6; (b) in a "powered by Hedles" or equivalent attribution in accordance with the brand guidelines Hedles provides; or (c) with Hedles’ prior written consent. Hedles shall not identify the Customer as a customer in public-facing material without the Customer’s prior written consent.

14.6 Open-source components. The Service may include open-source components licensed under their own terms, which are identified in the documentation and prevail over these Terms for those components to the extent of any conflict.

15. Warranties, Disclaimers and Risk Acknowledgements

15.1 Mutual warranties. Each party represents and warrants that: (a) it is duly incorporated and validly existing under the laws of its jurisdiction; (b) it has full power and authority to enter into and perform these Terms; (c) these Terms constitute its legal, valid and binding obligations; and (d) its entry into and performance of these Terms does not breach any law or agreement binding on it.

15.2 Hedles warranties. Hedles warrants that: (a) it will provide the Service in accordance with clause 11.1; (b) the Service, as provided by Hedles and used in accordance with the documentation, does not, to Hedles’ knowledge, infringe the intellectual-property rights of any third party; and (c) the description of the signing model in clause 4 is accurate as at the date of acceptance and Hedles shall notify the Customer under clause 22 before making any change that would render it inaccurate.

15.3 Customer warranties. The Customer represents and warrants on acceptance and on each day of the term that: (a) the information it has provided to Hedles is accurate and complete; (b) it complies with clauses 9 and 10; (c) its Merchant Terms comply with clause 7.5; and (d) it has independently assessed the suitability of the Service for its business and its regulatory position and has not relied on any statement by Hedles in doing so.

15.4 Disclaimer. Except as expressly stated in these Terms, the Service is provided "as is" and "as available", and all warranties, conditions and representations, whether express, implied or statutory, including as to merchantability, fitness for a particular purpose, non-infringement, accuracy, uninterrupted or error-free operation, and the value, transferability or liquidity of any Digital Asset, are excluded to the maximum extent permitted by Applicable Law.

15.5 Risk acknowledgements. The Customer acknowledges and accepts, for itself and on behalf of its Merchants, that: (a) Digital Assets and Supported Networks are subject to risks outside Hedles’ control, including network failures, congestion, forks, reorganisations, consensus failures, protocol changes, smart-contract defects, validator or node failures and regulatory intervention; (b) transactions on a Supported Network are irreversible once confirmed, and a transfer to an incorrect address, on an incorrect network, or of an incorrect Digital Asset generally cannot be recovered; (c) the value of Digital Assets is volatile and may fall to zero; (d) a Payin Address on one Supported Network cannot receive Digital Assets sent on another network, and Digital Assets so sent may be permanently lost; (e) the Service relies on third-party infrastructure identified in clause 11.6; (f) loss or compromise of a Credential, or of exported key material, may result in irrecoverable loss of Digital Assets; and (g) the legal and regulatory treatment of Digital Assets and of the Service may change and may differ between jurisdictions.

16. Indemnities

16.1 By the Customer. The Customer shall indemnify, defend and hold harmless Hedles, its affiliates and licensors, and their respective directors, officers, employees and agents, from and against all losses, liabilities, damages, penalties, fines, costs and expenses (including reasonable legal fees) arising out of or in connection with: (a) any claim by a Merchant, customer, payer or other third party relating to the Customer’s or any Merchant’s use of the Service or business; (b) any breach by the Customer or any Merchant of clauses 6, 7, 9 or 10, or of Applicable Law; (c) any matter described in clauses 9.3 to 9.5 or 9.7 to 9.8, including any Digital Asset associated with illicit activity that enters or leaves a Tenant Wallet in the Customer’s hierarchy and any failure of screening the Customer is responsible for; (d) any use of the Swap Functionality by the Customer or a Merchant; (e) any claim by a regulator or authority arising from the Customer’s or any Merchant’s activities, licensing status, location or use of the Service; (f) any Platform-Controlled Merchant Wallet; or (g) any claim that data or materials provided by the Customer or a Merchant infringe the rights of a third party.

16.2 By Hedles. Hedles shall indemnify, defend and hold harmless the Customer from and against all losses, liabilities, damages, costs and expenses (including reasonable legal fees) arising out of any third-party claim that the Service, as provided by Hedles and used in accordance with these Terms, infringes that third party’s intellectual-property rights. Hedles has no obligation in respect of claims arising from the Customer’s modifications, combinations with other products, or use after notice to cease. If such a claim is made or is likely, Hedles may at its option procure the right to continue, modify the Service so that it is non-infringing, or terminate the affected part of the Service and refund any prepaid fees for the unexpired period.

16.3 Procedure. The indemnified party shall: (a) notify the indemnifying party promptly of any claim (failure to do so relieves the indemnifying party only to the extent it is prejudiced); (b) give the indemnifying party sole control of the defence and settlement, provided that no settlement imposing liability, obligations or an admission on the indemnified party may be made without its consent, not to be unreasonably withheld; and (c) provide reasonable cooperation at the indemnifying party’s expense.

16.4 The Customer’s obligations under clause 16.1 are not subject to the cap in clause 17.3.

17. Limitation of Liability

17.1 Nothing excluded that cannot be. Nothing in these Terms excludes or limits either party’s liability for: (a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; (c) wilful misconduct (dolo) or gross negligence (culpa grave); or (d) any other liability that cannot be excluded or limited under Applicable Law.

17.2 Excluded losses. Subject to clause 17.1, neither party is liable, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for: (a) loss of profit, revenue, business, contracts, anticipated savings or goodwill; (b) loss or corruption of data (other than as provided in clause 12); (c) any indirect, consequential, special or punitive loss; or (d) any diminution in the value of Digital Assets.

17.3 Cap. Subject to clauses 17.1, 17.4, 17.5 and 17.6, each party’s total aggregate liability arising out of or in connection with these Terms in any twelve (12) month period, including liability for breach of clause 13, is limited to the greater of: (a) the Technology License Fees paid or payable by the Customer in the twelve (12) months preceding the event giving rise to the claim; and (b) USD 50,000.

17.4 Unauthorised Co-Approval. Notwithstanding clause 17.2(d) and subject to clause 17.1, Hedles is liable for the direct loss of Digital Assets from a Tenant Wallet that results from Hedles applying Co-Approval to, or broadcasting, a Signing Request that did not bear a valid signature stamp from a Tenant Credential, or from a breach by Hedles of clause 4.1, 4.3(i) or 4.3(iv) (including any transaction signed by the Hedles Policy Credential alone other than a deployment permitted by clause 4.3(iv)(D)), up to an aggregate amount in any twelve (12) month period equal to the greatest of: (a) USD 250,000; (b) the Technology License Fees paid or payable by the Customer in the twenty-four (24) months preceding the event; and (c) the amount actually recovered by Hedles under any insurance policy in respect of the claim (the "Signing Integrity Cap"). The Signing Integrity Cap is in addition to the cap in clause 17.3. The value of Digital Assets for this purpose is their value at the time of the loss at the Reference Rate.

17.5 Delayed export. A delay in applying Co-Approval to a valid Export Request in breach of clause 5.3 does not cause Digital Assets to leave the Tenant Wallet. Hedles’ liability for such a breach is limited to the direct costs reasonably incurred by the Tenant in obtaining access to its Digital Assets by other means and is subject to the cap in clause 17.3; clause 17.2(d) applies, and Hedles is not liable for any change in the value of Digital Assets during the period of delay.

17.6 Losses for which Hedles is not liable. Subject to clause 17.1 and without limiting clause 17.2, Hedles is not liable for any loss of or relating to Digital Assets to the extent arising from: (a) the Customer’s or any Merchant’s management of Credentials, users, roles or internal authorisations, including any Signing Request stamped by a valid Tenant Credential; (b) the Customer’s or a Merchant’s choice of destination address, network, Digital Asset or amount; (c) any act or omission of a payer, including sending Digital Assets to an expired or incorrect address or on an unsupported network; (d) any matter described in clause 15.5(a), (b), (d) or (e); (e) exported key material; (f) a Legal Block applied in good faith; (g) suspension or termination in accordance with these Terms; or (h) the Customer’s use of test networks or pre-release features.

17.7 Service credits. Service credits under the Service Schedule count towards, and shall not cause Hedles’ liability to exceed, the cap in clause 17.3.

17.8 Time limit. Neither party may bring a claim under these Terms more than two (2) years after the date on which it became aware, or ought reasonably to have become aware, of the facts giving rise to it, save where a longer period is mandatory under Applicable Law.

17.9 Reasonableness. The parties acknowledge that the fees reflect the allocation of risk in this clause 17 and that Hedles would not provide the Service on these fees without it.

18. Suspension

18.1 Hedles may suspend the Customer’s access, or access under a specific tenant in its hierarchy, to all or part of the Service (including by withholding Co-Approval for new Signing Requests, other than Export Requests) with immediate effect where: (a) Hedles reasonably believes that suspension is necessary to prevent or mitigate a security incident or a threat to the integrity of the Service, the Wallet Infrastructure Provider or a Supported Network; (b) Hedles is required to do so by Applicable Law, Sanctions or a binding order; (c) Hedles reasonably believes the Customer or a Merchant is in material breach of clause 9 or 10; or (d) the Customer is subject to an insolvency event.

18.2 Hedles shall: (a) where practicable, give the Customer prior notice of a suspension and, in any event, notify the Customer promptly after suspending, stating the reason to the extent lawful; (b) limit the suspension in scope and duration to what is reasonably necessary; (c) lift the suspension promptly once the ground for it has been remedied or ceases; and (d) keep the Customer reasonably informed.

18.3 Suspension does not affect the right to make Export Requests under clause 5, which remains available throughout any suspension save where prevented by a Legal Block. Fees continue to accrue on Outbound Movements made during a partial suspension. Hedles is not liable for loss arising from a suspension made in accordance with this clause.

19. Term and Termination

19.1 Term. These Terms commence on acceptance under clause 2.1 and continue for the initial term stated in the Order Form or, if none, indefinitely, until terminated in accordance with this clause.

19.2 Termination for convenience. Unless an Order Form provides otherwise, either party may terminate these Terms for convenience on not less than sixty (60) days’ written notice, provided that the Customer may not terminate for convenience before the end of any minimum term in an Order Form.

19.3 Termination for cause. Either party may terminate these Terms with immediate effect by written notice if the other party: (a) commits a material breach that is incapable of remedy or, if capable of remedy, is not remedied within thirty (30) days of written notice requiring remedy; (b) becomes insolvent, has a receiver, administrator, liquidator or similar officer appointed over it or its assets, enters into an arrangement with creditors, or ceases to carry on business; or (c) in the case of termination by Hedles, the Customer breaches clause 6.5, 9.2, 9.7, 9.8, 10.3 or 10.4, or Hedles reasonably determines that continuing to provide the Service to the Customer would cause Hedles to breach Applicable Law or Sanctions.

19.4 Consequences. On termination or expiry for any reason: (a) the Customer’s licence under clause 14.2 ends, subject to the run-off in sub-clause (c); (b) any amount payable under clause 8.5 that has accrued to the date of termination becomes payable; (c) Hedles shall continue to make the Service available to the Customer and its Merchants for a run-off period of sixty (60) days (or thirty (30) days where Hedles terminated under clause 19.3) solely for the purposes of completing pending Outbound Movements, making Export Requests and migrating Merchants, during which these Terms continue to apply and Technology License Fees continue to accrue on Outbound Movements; (d) the Customer shall procure that each Merchant either exports its Tenant Wallet or moves its Digital Assets out of the Service before the end of the run-off period, and shall notify Hedles of any Merchant it is unable to contact; (e) after the run-off period Hedles may disable API and dashboard access, but shall not delete any Tenant Wallet that contains Digital Assets of more than de minimis value, and clause 5 continues to apply to it; and (f) each party shall return or destroy the other’s Confidential Information in accordance with clause 13.4.

19.5 Survival. Clauses 1, 3.4, 3.5, 3.7, 3.8, 4.8, 4.9, 5, 8.5 (in respect of accrued amounts), 12, 13, 14.1, 15.4, 15.5, 16, 17, 19.4, 19.5, 21 (for two years), 23, 24 and 25, and the corresponding provisions of the Service Schedule, and any other provision that by its nature is intended to survive, survive termination or expiry.

20. Force Majeure

20.1 Neither party is liable for delay or failure in performing its obligations (other than payment obligations and the obligations in clause 5.7 to the extent they can be performed) to the extent caused by an event beyond its reasonable control, including acts of God, war, terrorism, civil unrest, epidemic, governmental or regulatory action, failure of the public internet or power supply, and, in particular, failure, congestion, fork, reorganisation or discontinuation of a Supported Network, failure of a third-party infrastructure provider that could not reasonably have been avoided by the affected party’s contingency arrangements, or regulatory intervention affecting a Supported Network or Digital Asset.

20.2 The affected party shall notify the other promptly, use reasonable efforts to mitigate the effect of the event and resume performance as soon as reasonably practicable. If a force-majeure event continues for more than sixty (60) consecutive days, either party may terminate these Terms on written notice without liability for the affected obligations, and clause 19.4 applies.

21. Records and Audit

21.1 Records. Each party shall maintain accurate records relating to its performance of these Terms for at least five (5) years after the activity to which they relate, or such longer period as Applicable Law requires.

21.2 Audit of the Customer. On not less than twenty (20) Business Days’ written notice and not more than once in any twelve (12) month period (or more often where Hedles reasonably suspects a breach of clause 9 or 10, or where required by a regulator of Hedles), Hedles or an independent auditor appointed by it and bound by confidentiality may audit the Customer’s records, policies and systems solely to verify the Customer’s compliance with clauses 7, 9, 10 and 12. Audits shall be conducted during normal business hours and so as to minimise disruption. Each party bears its own costs, save that if an audit reveals a material breach the Customer shall reimburse Hedles’ reasonable audit costs.

21.3 Assurance from Hedles. Hedles shall provide the Customer, on request and not more than once in any twelve (12) month period, with the security summary in clause 11.2, the continuity evidence in clause 5.9 and reasonable responses to due-diligence questionnaires required by the Customer’s regulator. The Customer is not entitled to audit Hedles’ systems on site save where required by Applicable Law binding on the Customer, in which case the parties shall agree the scope, and the Customer shall bear the cost.

22. Changes to these Terms

22.1 Hedles may amend these Terms, the Schedules and the Service Schedule by publishing the amended version at hedles.io/terms (and, for the Service Schedule, in the Service) and giving the Customer not less than thirty (30) days’ written notice (or such longer period as Applicable Law requires), stating the amendments and their effective date. Amendments required by Applicable Law, or that are necessary to address a security risk, may take effect on shorter notice, in which case Hedles shall explain the reason. Changes to rates are governed by clause 8.8.

22.2 If an amendment materially and adversely affects the Customer, the Customer may terminate these Terms by written notice given before the effective date, in which case the amendment does not apply to the Customer during the notice period and clause 19.4 applies. Continued use of the Service after the effective date otherwise constitutes acceptance of the amendment.

22.3 No amendment may: (a) retrospectively increase fees; (b) reduce the Customer’s or any Merchant’s rights under clause 5 in respect of Digital Assets already in a Tenant Wallet; or (c) vary an Order Form during its term, in each case without the Customer’s written agreement.

23. Governing Law and Dispute Resolution

23.1 Governing law. These Terms, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with them or their subject matter or formation, are governed by the laws of the Republic of Panama, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

23.2 Escalation. Before commencing arbitration, a party shall give the other written notice of the dispute and senior representatives of each party shall meet (in person or by video) within fifteen (15) Business Days to attempt to resolve it in good faith. This clause does not prevent a party from seeking urgent interim relief.

23.3 Arbitration. Any dispute not resolved under clause 23.2 within thirty (30) days of the notice shall be finally resolved by arbitration administered by the International Court of Arbitration of the International Chamber of Commerce under the ICC Rules of Arbitration in force at the date of the request for arbitration. The seat of arbitration is Panama City, Republic of Panama. The language of the arbitration is English. The tribunal shall consist of one arbitrator, or three arbitrators where the amount in dispute exceeds USD 1,000,000. The award is final and binding and may be enforced in any court of competent jurisdiction.

23.4 Interim relief. Nothing in this clause prevents either party from applying to any court of competent jurisdiction for interim, conservatory or injunctive relief, including to protect intellectual property, Confidential Information or the security of the Service, or to enforce clause 5.

23.5 Confidentiality of proceedings. The existence, content and outcome of any arbitration are Confidential Information of both parties.

24. Notices

24.1 Notices under these Terms must be in writing and in English and sent: to Hedles at PH The Century Tower, Office 317, Vía Ricardo J. Alfaro, Betania, Panama City, Republic of Panama (email: legal@hedles.io); and to the Customer at the postal and email addresses associated with its account or stated in the Order Form, in each case as updated by notice.

24.2 A notice is deemed received: if delivered by hand, on delivery; if sent by internationally recognised courier, on the second Business Day after dispatch; and if sent by email, at the time of transmission, provided that no delivery-failure notification is received, and that a notice received outside business hours in the recipient’s location is treated as received at the start of the next Business Day there.

24.3 Notices of termination, of a claim or of a dispute under clause 23 must be sent by email and also by hand or courier. Operational communications (including status-page notices, API deprecation notices, Fee Rule changes under clause 8.8 and incident notifications under clause 11.3) may be given by email or through the Service or status page alone. This clause does not apply to the service of documents in legal proceedings.

25. General

25.1 Entire agreement. These Terms, the Schedules, the documentation to the extent incorporated, and any Order Form constitute the entire agreement between the parties in relation to their subject matter and supersede all prior agreements, representations and understandings, including every previous version of Hedles’ terms and conditions and any amendment or alteration to them. Each party acknowledges that it has not relied on any statement not set out in these Terms; nothing in this clause limits liability for fraud.

25.2 Assignment. The Customer may not assign, novate or otherwise transfer any of its rights or obligations under these Terms without Hedles’ prior written consent, not to be unreasonably withheld. Hedles may assign or novate these Terms to an affiliate or to a successor to its business on notice to the Customer, provided that the assignee assumes Hedles’ obligations under clause 5.

25.3 Subcontracting. Hedles may subcontract performance of its obligations, including to the providers in clause 11.6, and remains responsible for the acts and omissions of its subcontractors.

25.4 Relationship. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, franchise or employment relationship, and neither party has authority to bind the other.

25.5 Third parties. Except as stated in clause 5.11 and in respect of the indemnified persons in clause 16, no person other than the parties has any right to enforce these Terms.

25.6 Severance. If any provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable (or, if that is not possible, severed) and the remaining provisions continue in full force.

25.7 Waiver. No failure or delay in exercising any right or remedy operates as a waiver, and no single or partial exercise precludes any further exercise. A waiver is effective only if in writing and applies only to the circumstance for which it is given.

25.8 Language. These Terms are drafted in English. Any translation is for convenience only and the English text prevails.

25.9 Electronic acceptance and counterparts. These Terms may be accepted electronically and, where signed, in counterparts, each of which is an original. The parties agree that electronic acceptance in accordance with clause 2.1 satisfies any requirement of Applicable Law for these Terms to be in writing and signed.

25.10 Costs. Each party bears its own costs in connection with the negotiation and performance of these Terms.

Schedule 1 — Minimum Merchant Terms

The Platform’s Merchant Terms shall at all times include provisions to the following effect. The Platform may adopt its own drafting and need not name Hedles except where clause 7.6 requires.

1. Non-custodial description. The Merchant’s Digital Assets are received into and held in a dedicated wallet whose private keys are generated and used only within secure hardware operated by a third-party infrastructure provider; neither the Platform (save in the case of a Platform-Controlled Merchant Wallet disclosed under paragraph 3) nor the infrastructure provider holds the Merchant’s keys or Digital Assets or can move them alone; and outbound transactions require the Merchant’s own cryptographic approval together with an automated policy approval by the infrastructure.

2. Key export and continuity. The Merchant may export its private key material at any time; the procedure for doing so; the fact that, after export, the Merchant can transact independently of the Platform and the infrastructure provider; the continuity route (including contact details) that the Merchant is to use if the Platform is unavailable or ceases to operate, consistent with the Continuity Page; and the Merchant’s acceptance of the benefit of the infrastructure provider’s export and continuity undertakings given for Merchants (clause 5.11 of these Terms), enforceable by the Merchant directly against the infrastructure provider.

3. Platform-Controlled Merchant Wallets. Where the Platform holds the Merchant’s signing credential, a clear statement to that effect, the Platform’s obligations in respect of the Merchant’s Digital Assets, the Merchant’s export right, and the Platform’s regulatory status in that respect.

4. No regulated status of the infrastructure provider. A statement that the infrastructure provider is not a bank, custodian, payment institution, exchange or other regulated financial institution, does not hold the Merchant’s funds, is not a party to the Merchant’s payments and owes the Merchant no duty other than as stated in the continuity provisions.

5. Credentials and authorisation. The Merchant is responsible for its passkeys, API keys, users and internal authorisations; any transaction approved with a valid Merchant credential is authorised by the Merchant; and the Merchant must notify the Platform immediately of any suspected compromise.

6. Fees and network fees. Disclosure of all fees charged to the Merchant (including any Customer Fee), the fact that fees are settled from the Merchant’s wallet at the time of each outbound transaction by the Merchant’s own signature, and that network fees are paid by the Merchant from its own wallet.

7. Payins and reconciliation. Payment requests expire; late, partial, excess or wrong-asset payments remain in the Merchant’s wallet but are not automatically matched; refunds to payers are the Merchant’s responsibility; and Digital Assets sent on the wrong network may be lost.

8. Risk acknowledgements. Acknowledgements equivalent to clause 15.5.

9. Lawful use and compliance. Obligations equivalent to clauses 9 and 10, including sanctions representations, the Merchant’s responsibility for the lawfulness of its own business and for the origin of Digital Assets it receives, cooperation with information requests, and the Platform’s right to suspend or terminate for breach.

10. Data protection. A privacy notice that fairly describes the processing of payment metadata by the Platform and by a third-party infrastructure provider, and the public nature of blockchain data.

11. Suspension and termination. The Platform’s right to suspend or terminate, the run-off and export arrangements on termination, and the survival of the export right.

12. Limitation of liability. Limitations no broader in the Merchant’s favour, as regards matters attributable to the infrastructure, than those in clause 17, so that the Platform does not assume to Merchants liability that it cannot recover from Hedles.

13. Swap Functionality (where offered to Merchants). The disclosures in Schedule 2 paragraph 12: that any exchange of Digital Assets is performed by a third-party protocol and not by the Platform or the infrastructure provider; that quotes, execution, slippage, refunds and failures are governed by that protocol; and that use is at the Merchant’s own risk.

Schedule 2 — Swap Functionality Terms

This Schedule applies whenever a Tenant uses the Swap Functionality. It supplements, and in relation to the Swap Functionality prevails over, the body of the Terms.

1. What the Swap Functionality is. The Swap Functionality is a technical interface. When a Tenant requests an exchange of one Digital Asset for another, the Service: (a) transmits the request to one or more Swap Providers (which may include an Aggregator that in turn routes to other Swap Providers); (b) presents the routes and quotes returned, together with the estimated output, estimated time, applicable Swap Provider fees and any fee payable under the Pricing Schedule; (c) on the Tenant’s selection of a route, constructs the unsigned deposit transaction that transfers the input Digital Asset from the Tenant Wallet to the deposit address, vault or smart contract designated by the Swap Provider; (d) presents that transaction to the Tenant Credential for signature and, on receipt of a valid signature stamp, applies Co-Approval and broadcasts it; and (e) reports the status of the exchange as observed by the Service on the relevant Supported Networks. That is the whole of Hedles’ role.

2. Hedles is not the provider of the exchange. The exchange itself is performed by the Swap Provider, on the Swap Provider’s protocol, under the Swap Provider’s own rules, and using the Swap Provider’s own or its liquidity providers’ assets. Hedles: (a) is not a party to the exchange and is not the Tenant’s counterparty; (b) does not operate, control, own or maintain any Swap Provider or its smart contracts, vaults, nodes, solvers, validators or liquidity; (c) does not set, guarantee or influence any rate, quote, spread, slippage tolerance or execution time; (d) does not hold, receive, pool or transmit the input or output Digital Assets at any point (the input leaves the Tenant Wallet directly for the Swap Provider, and the output is delivered by the Swap Provider directly to the destination address the Tenant specified); (e) does not act as broker, dealer, market maker, exchange, agent or fiduciary in respect of the exchange; and (f) does not verify the identity, solvency, licensing or regulatory status of any Swap Provider. This applies regardless of which Swap Provider is reached through the Service and regardless of how the Swap Functionality is presented in any interface.

3. Selection and availability of Swap Providers. Hedles determines which Swap Providers can be reached through the Service from time to time and may add, remove, suspend or re-route any Swap Provider at any time without notice, including for security, legal, liquidity or reputational reasons. Hedles may allow a Platform to restrict the Swap Providers available within its hierarchy. The presentation of a route as recommended, fastest or cheapest is a mechanical ordering of the quotes returned by Swap Providers and is not advice or a warranty.

4. Quotes. A quote is produced by the Swap Provider at the moment it is requested and is valid only until the expiry the Swap Provider states. Depending on the Swap Provider a quote may be firm (the Swap Provider commits to execute at the quoted terms if the deposit confirms before expiry) or indicative (subject to slippage, minimum-output, streaming, batching and refund rules). In either case the commitment is that of the Swap Provider, not of Hedles; Hedles does not guarantee any quote, and the Service reports the quote as the Swap Provider returns it. The output amount actually received may differ from the quote where the Swap Provider’s rules so allow, and a deposit that confirms after expiry is handled under the Swap Provider’s refund rules.

5. The Tenant’s signature is the instruction. Nothing is transmitted to a Swap Provider on-chain until the Tenant has signed the deposit transaction with its Tenant Credential. By signing, the Tenant: (a) instructs the exchange on the terms of the selected route; (b) confirms it has reviewed the quote, the destination address, the Swap Provider and the fees; and (c) accepts that once broadcast the deposit is irreversible and the exchange is in the hands of the Swap Provider. Co-Approval is applied to the deposit transaction on the same criteria as any other Signing Request (clause 4.5) and is not an assessment of the exchange.

6. Own risk. Use of the Swap Functionality is entirely at the Tenant’s own risk. Without limiting clause 15.5 and clause 17, the Tenant accepts the risk of: (a) adverse price movement and slippage between quote and execution; (b) failed, partially executed, delayed or stuck exchanges, including where a Swap Provider returns the input asset (net of its fees) rather than delivering the output asset, or delivers to a refund address of its own choosing; (c) loss of Digital Assets by reason of a defect, exploit, hack, insolvency, halt, governance decision, chain reorganisation or discontinuation affecting a Swap Provider or a Supported Network; (d) the Swap Provider’s fees, minimums and dust thresholds; (e) the tax and accounting consequences of an exchange; (f) the regulatory status of the Swap Provider and of the exchange in any jurisdiction; and (g) the origin of the output Digital Assets, which are delivered from the Swap Provider’s liquidity and may be subject to screening consequences under clause 9.5.

7. No liability for Swap Providers. Subject to clause 17.1, Hedles has no liability for any act, omission, failure, insolvency, exploit or rule of any Swap Provider, for the outcome of any exchange, or for any loss of Digital Assets deposited to or expected from a Swap Provider. Hedles’ only obligations in respect of the Swap Functionality are those in paragraph 1, performed with reasonable skill and care, and its liability for breach of those obligations is subject to clause 17.3. Clauses 17.4 and 17.5 do not apply to loss arising from a Swap Provider.

8. Fees for the Swap Functionality. Hedles may charge a software fee for use of the Swap Functionality at the rate stated in the Pricing Schedule (and, where applicable, a Platform may configure a Customer Fee). Any such fee is a fee for the use of the interface, is disclosed in the quote before signature, and is settled in accordance with clause 8.4 or by the Swap Provider’s affiliate or integrator mechanism as the Pricing Schedule states. Swap Provider fees are separate, are set by and paid to the Swap Provider, and are shown as reported by the Swap Provider.

9. Status information. The Service reports the status of an exchange as it observes it on the relevant Supported Networks and as reported by the Swap Provider. Status information is provided for convenience, may be delayed or incomplete, and the relevant Supported Networks and the Swap Provider’s own records are the authoritative sources. Support for exchanges in progress is limited to the information available to Hedles; Hedles cannot intervene in, accelerate, cancel or reverse an exchange once the deposit is broadcast.

10. Screening and lawful use. Clauses 9.3 to 9.5 and 10 apply to the Swap Functionality. The Customer is responsible for determining that its and its Merchants’ use of the Swap Functionality, and of each Swap Provider, is lawful in each relevant jurisdiction and does not involve any Sanctioned person or Sanctioned Jurisdiction, and for screening both the input and the output Digital Assets. Hedles may apply a Legal Block to a deposit transaction under clause 4.5(f).

11. Swap Provider terms. Each Swap Provider may have its own terms, policies and protocol rules. By routing a transaction to a Swap Provider the Tenant may become subject to them. Hedles does not incorporate, warrant or take responsibility for any Swap Provider’s terms.

12. Disclosure to Merchants. A Platform that makes the Swap Functionality available to Merchants shall ensure that its Merchant Terms and interface make clear, before a Merchant signs a deposit transaction, that: (a) the exchange is performed by a third-party protocol and not by the Platform or the infrastructure provider; (b) quotes are estimates and execution, slippage, refunds and failures are governed by that protocol; (c) the deposit is irreversible once broadcast; (d) the Merchant is responsible for the lawfulness of the exchange and the origin of the assets; and (e) use is at the Merchant’s own risk.

13. Availability. The Swap Functionality is provided on an as-available basis, is excluded from the Availability calculation in the Service Schedule, and may be withdrawn in whole or in part at any time.

14. Enablement and the Customer’s own initiative. The Swap Functionality is disabled by default. It is enabled for a Customer only after the Customer has requested it in writing, has confirmed the jurisdictions in which it and its Merchants are established, and (where clause 9.7 requires) has obtained Hedles’ prior written approval. Hedles does not market, advertise, solicit or promote the Swap Functionality to persons in any Restricted Territory, and does not provide the Swap Functionality to such persons otherwise than at their own exclusive initiative. By requesting enablement the Customer confirms that it does so on its own exclusive initiative and not as a result of any solicitation by or on behalf of Hedles, and that the enablement of the Swap Functionality is not a condition of its use of the Service. Hedles may decline or withdraw enablement at any time.