Nodu Digital SIA · Last updated 12.10.2026
1. Parties and Scope
1.1 These Terms and the Service Order form the Agreement between Nodu Digital SIA (Nodu) and the legal entity identified in the Service Order (Client). Nodu is the contractual provider of the regulated Services. The Agreement takes effect when both parties sign or otherwise expressly accept the Service Order in a retrievable electronic form.
1.2 Nodu Digital SIA, registration no. 40203662782, Aspazijas bulvāris 20, Rīga, LV-1050, Latvia. Nodu is supervised by Latvijas Banka, K. Valdemāra iela 2A, Rīga, LV-1050, Latvia (www.bank.lv). Its entry is available in the financial market participant register at https://www.bank.lv/en/financial-market-participant-register/market-participants/nodu-digital-sia. Its authorisations are CASP licence 27-55/2026/17 for exchange of crypto-assets for funds and transfer services for crypto-assets on behalf of clients, and payment institution licence 27-55/2026/18 for money remittance, effective 8 July 2026. Cross-border Services are provided only where the required notifications and other applicable conditions are satisfied.
1.3 This Agreement covers business use, including a merchant’s own commercial receipts and payments and an institution’s own treasury operations. It does not establish an institutional arrangement for the Client to provide financial services to its customers through Nodu. Such an arrangement requires the applicable institutional terms. A distribution or integration role may be added under Nodu’s Partner and Integration Terms without repeating these Terms.
1.4 Applicable Law means binding law, applicable regulatory requirements and enforceable authority directions. Mandatory law prevails. A specifically agreed Service Order provision prevails only to the extent lawful. The identified service specifications and fee sheet form part of the Agreement and are supplied with it before acceptance in a downloadable, durable form. They state the execution times and calendars, cut-offs, supported assets and networks, finality criteria, limits, consent and authentication procedures and technical requirements. Technical specifications cannot alter the parties, agreed pricing, licence scope or mandatory rights.
2. Services
2.1 The Service Order selects the Services and their permitted use. Nodu buys or sells the selected USDC or EURC against the agreed fiat currency as principal using its own capital. Nodu is the Client’s exchange counterparty; any liquidity transaction entered into by Nodu is separate. Crypto-to-crypto exchange and redemption by the token issuer are outside this Agreement.
2.2 Nodu transfers crypto-assets to the destination instructed by the Client. For money remittance, Nodu receives money to transfer it to a payee or its payment service provider, or receives money for a payee and makes it available to that payee, without opening a payment account. Services may be combined and may include itemised batches and disclosed fiat conversion. Applicable payment-service duties also apply to electronic money token transactions where legally required.
2.3 The Services do not include custody, maintained payment accounts, reusable client balances, deposits, credit, acquiring or electronic-money issuance. Nodu does not guarantee a token’s value or assume its issuer’s redemption obligations. Relevant asset, network and execution risks and hyperlinks to the applicable crypto-asset white papers are provided before acceptance. Actual Services must remain within Nodu’s permissions; temporary receipt of assets and a contractual label do not determine their regulatory classification.
3. Client Role and Other Persons
3.1 The Client acts in its own name and has the rights and authority needed for each transaction. It may receive payment of its own commercial receivables or pay its own counterparties through an agreed flow. The actual payer, payee, originator, beneficiary and source of assets must be identified where their roles differ. Third-party funding must be consistent with the use agreed with Nodu and applicable provider restrictions.
3.2 The Client must not use this Agreement to pool or manage other persons’ funds, offer financial services under Nodu’s licences, or give another person independent access to Nodu’s infrastructure. If its actual activity requires financial permissions, it remains responsible for them and must tell Nodu before using the affected flow. Ordinary sales of its own goods or services do not by themselves create that institutional model.
3.3 A person involved in a Client transaction does not become Nodu’s contractual client merely by being a payer, payee or named transaction party. This does not exclude rights or duties arising from that person’s actual status under Applicable Law. Where needed for its own customer relationship, applicable disclosure duties or data protection, the Client accurately explains Nodu’s relevant role and relays information supplied by Nodu. Nodu remains responsible for its own mandatory notices and supplies them directly where required. If a flow substantively involves a direct consumer financial service by Nodu, it cannot be activated under this business-only Agreement.
4. Onboarding and Permitted Use
4.1 Nodu performs the required due diligence and decides whether to accept the Client and activate the agreed Services. The Client supplies accurate information on its identity, ownership, authority, business, intended use and source of assets, answers proportionate information requests and reports material changes. Due-diligence evidence remains in the onboarding record rather than being repeated in the Service Order.
4.2 Nodu confirms activation through the agreed channel after the required legal, compliance, provider and technical checks. Deposits or API access alone do not activate a Service. A material change to the agreed business use or financial role requires Nodu’s assessment before use and a recorded amendment where it changes the Agreement. Individual counterparties within an agreed flow are identified in Orders, without a new contract for each transaction.
5. Orders and Execution
5.1 An Order is the Client’s authenticated instruction for a transaction or itemised batch, submitted through the agreed API or portal, directly or through an agreed partner channel. It identifies the Client, transaction reference, required transaction parties, amounts, assets and destinations. The channel must record the Client’s authority and consent. Funding, a request made to a platform and a technical acknowledgement alone do not establish Nodu’s acceptance.
5.2 Nodu records and communicates receipt, acceptance and execution separately. A payment Order is received when it reaches Nodu through the agreed channel; receipt outside the relevant Business Day or after a disclosed cut-off is treated as occurring on the next Business Day, subject to a lawfully agreed execution date or funding condition. Internal review does not restart a statutory clock. Statutory consent and irrevocability rules prevail. Before commitment Nodu supplies the maximum applicable execution time, fees, identifiers, consent process and any funding condition. Relevant service hours and cut-off times are made available through the agreed channel.
5.3 For an exchange, Nodu supplies the pair, amounts, firm price or disclosed calculation method, charges, validity and funding conditions. The Client accepts through the authenticated channel. Nodu records when the Order becomes final under the disclosed conditions and executes at the agreed price, subject to lawful restrictions. An expired quote or unmet funding condition requires a fresh quote and acceptance. Nodu publishes its pricing method or firm prices, exchange limits, information needed for a final Order, and exchange transaction volumes and prices. It applies its non-discriminatory commercial policy.
5.4 For crypto transfers Nodu discloses the network, charges, maximum execution time and finality and cancellation conditions before commitment. The service specifications explain receipt, cut-offs and estimated time or block confirmations for finality for each supported network. The Client checks the destination and network. Broadcast is not necessarily final settlement. Cancellation uses the agreed channel: statutory payment withdrawal rights prevail; otherwise cancellation requires Nodu’s confirmation before network submission. Cancelling a transfer does not automatically unwind a completed exchange.
5.5 Nodu provides retrievable status and transaction records identifying the parties, addresses or accounts, reference, assets and amounts, execution and value dates, exchange rate where applicable and itemised charges. Records are available at least monthly without charge; each batch item is identifiable. The Client checks records, promptly reports suspected errors through the support channel and checks uncertain results before resubmission. For a payment subject to the statutory correction period, notification is due without undue delay after discovery and within 13 months after debit, unless Nodu failed to provide required information. Reconciliation duties do not shorten mandatory claim periods.
6. Assets and Settlement
6.1 For an exchange, title to the input assets passes to the buyer when the exchange is binding and the seller’s delivery has been irrevocably received and matched. Title to the output passes on irrevocable delivery to the buyer or a recipient entitled under the Order. Nodu remains responsible for the agreed delivery until that milestone, subject to mandatory payment rules. Receipt before a binding exchange does not make the assets Nodu’s proprietary inventory.
6.2 For a transfer without exchange, Nodu acquires no beneficial title merely by receiving assets to execute the Order. Funding must be linked to identified transactions or an agreed execution arrangement within Nodu’s permitted model. Nodu protects funds and crypto-assets as required by Applicable Law, reconciles transactions and does not use protected transfer assets for its own account. The Agreement creates no discretionary withdrawal facility or indefinite unallocated prefunding.
6.3 Nodu resolves failed, unmatched, excess or unexecuted amounts and returns them promptly to the person entitled, normally through the evidenced source, once entitlement and applicable checks are established. A different return destination requires verification. Legal freezes, reporting restrictions and authority directions prevail. Nodu communicates available information on the amount, status, charges and next action where lawful.
6.4 No interest is paid on transaction amounts. Nodu is not a bank. This Agreement provides no deposit guarantee against Nodu or guarantee against all losses; any protection arising under mandatory law remains unaffected. Unrelated debts may not be set off against protected client assets.
7. Settlement Identifiers
7.1 A vIBAN or crypto deposit address supplied for the agreed Services is used for routing and reconciliation. Nodu identifies the issuing bank or payment service provider, underlying account holder, relevant displayed name and settlement purpose in authenticated instructions. An allocation or transaction ledger does not by itself open a payment account or custody wallet in the Client’s or another person’s name; the actual structure and Applicable Law determine any account relationship.
7.2 Identifiers may be used only for the agreed flow and must not be represented as facilities to hold reusable balances. The Client may give a payer the details needed to fund an agreed transaction but may not sub-allocate infrastructure or give another institution independent access. Settlement detail changes are verified through the authenticated channel before use. Actual account-holder and transaction-party information must not be falsified.
8. Charges
8.1 The Service Order or its identified fee sheet sets the commercial charges and payment terms. Before commitment, Nodu discloses exchange pricing, its charges and applicable network or third-party costs. Nodu makes its crypto-service pricing, cost and fee policies public. Lawful deductions must respect applicable payment-amount rules. Indirect tax is added only where due.
8.2 The Client pays undisputed invoiced amounts within 15 calendar days unless otherwise agreed and promptly explains any dispute. A recovery fee applies only if disclosed, agreed and lawfully chargeable. Nodu does not charge the Client to correct Nodu’s own error.
9. Access and Security
9.1 The Client controls its authorised personnel, systems and credentials and maintains proportionate security and continuity measures. Nodu uses authenticated, encrypted communications, controlled access, credential revocation, logging, monitoring and tested continuity arrangements. It applies required strong customer authentication and documents exemptions. Credentials are limited to approved access; partner channels preserve attribution to the Client. Both parties promptly report relevant incidents and cooperate in recovery. The Client reports lost or compromised credentials immediately through the security contact; Nodu sends fraud and security alerts through the authenticated channel or verified contact details and never requests credentials in an unverified message.
9.2 Nodu may use assessed banks, liquidity, payment and technical providers while retaining responsibility for its Services and required oversight. Each party retains its technology and intellectual property. Nodu grants the Client a non-exclusive right to use the agreed interface and documentation during the Agreement solely for the Services. Public use of the other party’s marks requires consent, except for accurate legally required disclosures.
10. Compliance and Information
10.1 Nodu carries out its AML, sanctions, fraud and reporting controls. The Client supplies the information and supporting evidence reasonably needed for those controls, including true transaction parties, authority and source of assets. Each party complies with legal duties applicable to its actual role; the Agreement does not impose financial-institution status on an ordinary business client. Protected reporting information need not be disclosed.
10.2 The Client supplies required payer/payee and originator/beneficiary information for each relevant transfer and identifies hosted or self-hosted addresses and actual control. Nodu applies its own verification and Travel Rule controls, including applicable self-hosted-address checks. Missing or inconsistent information may prevent execution. Personal Travel Rule information is exchanged securely and is not placed on a public blockchain.
11. Confidentiality and Personal Data
11.1 Each party protects non-public information, uses it for the Agreement or lawful duties, and limits access to people and providers who need it and are bound to protect it. Necessary lawful disclosures to transaction providers, advisers, authorities and regulators are permitted. Public or independently lawfully obtained information is excluded.
11.2 Each party acts as a controller for the processing whose purposes and means it determines. Nodu processes personal data for onboarding, execution, compliance, security, complaints and legal duties under the applicable lawful bases. The Client lawfully supplies necessary data and provides information it owes to affected persons. Nodu supplies its privacy notice, remains responsible for its own information duties and may arrange delivery through the Client or an agreed partner without transferring that responsibility.
11.3 The parties cooperate on affected data-subject requests and incidents, retain records for their applicable legal periods and securely delete them when no lawful ground remains. International transfers require an applicable lawful basis under GDPR Chapter V. If a distinct activity involves processing on behalf of the other party or joint control, the required terms must be agreed before that activity starts.
12. Complaints and Liability
12.1 The Client may contact Nodu directly using the Service Order contacts. Nodu handles complaints about its Services free of charge; its procedure and standard template are available on its website and on request, without making the template compulsory. Complaints may be submitted in English, Latvian and other languages required by Applicable Law. Nodu promptly acknowledges receipt, keeps the Client informed and gives a reasoned response. For crypto-service complaints, it responds without undue delay within two months of receipt; in exceptional cases it explains the delay and gives the decision date. For payment complaints subject to statutory deadlines, Nodu gives a final response within 15 Business Days or, exceptionally, explains the delay and responds within 35 Business Days. Shorter mandatory deadlines and rights to approach competent authorities remain unaffected. Business Day for a statutory deadline has its statutory meaning. The Client may also complain to Latvijas Banka through www.bank.lv; applicable statutory dispute procedures remain available. Copies of the Agreement and required service information are available without charge on request in a durable form.
12.2 Each party is liable for loss caused by its breach under Applicable Law. For an unauthorised or incorrectly initiated or executed crypto transfer outside payment-service rules, Nodu compensates loss attributable to its breach in the same asset and quantity or, if impossible, its reasonable fiat replacement value when due. Nodu exercises professional skill and care and retains its statutory refund, tracing and compensation duties. For an unauthorised payment, Nodu refunds immediately and no later than the end of the following Business Day, except where the statutory suspicion exception is met and reported to Latvijas Banka. Subject to statutory exceptions, the Client may bear up to EUR 50 for a lost, stolen or misappropriated payment instrument, or greater losses caused by its fraud, intentional breach or gross negligence. Statutory protections after notification and where required strong authentication was not applied remain unaffected. Nodu corrects or refunds incorrectly executed payments; wrong identifiers follow statutory recovery rules. External network or provider events do not excuse Nodu’s own legally attributable failures.
12.3 Subject to the following exceptions, each party’s aggregate liability in a rolling 12-month period is capped at the greater of the amount stated in the Service Order and fees paid or payable to Nodu in that period. Neither party is liable for indirect or consequential loss or lost expected profit. These limits do not apply to fraud, wilful misconduct, gross negligence, liability that cannot lawfully be limited, statutory refund or transfer obligations, accounting for or returning another person’s assets, or properly due fees. Each party mitigates loss; the Client’s reconciliation duty is not automatic proof of fault. No general B2B derogation from payment-service rights is elected by these Terms.
13. Suspension and Termination
13.1 Nodu may proportionately hold or reject a transaction or restrict access where reasonably necessary for legal or provider requirements, missing information, financial-crime or security risk, material breach or activity outside the agreed use. It records the basis, gives available reasons and remedial steps where lawful, reviews continuing restrictions and restores access when the reason is resolved unless the affected Service or Agreement has ended.
13.2 The Agreement continues until terminated. The Client may terminate on one month’s notice; Nodu may terminate on at least two months’ notice. Either may terminate immediately if performance becomes unlawful, a necessary permission is lost, law permits termination for insolvency, or an irremediable material breach occurs. A remediable breach normally allows 15 Business Days to cure after notice. Necessary protective restrictions need not await that period.
13.3 On exit, the parties stop new Orders, reconcile, resolve accepted transactions, return unexecuted assets under clause 6.3 and provide final records. Ending a partner channel does not by itself terminate the Client’s Agreement with Nodu. Completed exchanges are not automatically unwound. Prepaid recurring fees are refunded proportionately where required by law; accrued and continuing duties survive.
14. Changes and Governing Law
14.1 Notices use the legal contacts in the Service Order and a retrievable document; operational and security contacts may be changed by authenticated notice. Nodu gives proposed changes in a durable electronic form at least two months before effect where required by law, explaining any right to reject and terminate without charge. Silence is acceptance only where law permits and the notice expressly provides for it. Existing risk controls and mandatory measures may be implemented immediately where lawful.
14.2 The parties communicate in English, subject to mandatory complaint-language rights, and receive required information electronically without charge. Latvian law governs; disputes go to competent courts in Riga, subject to mandatory complaint and supervisory rights. Assignment requires written consent and necessary approvals. Affiliates are not parties or financial providers merely by association. This Agreement replaces prior discussions on its subject; amendments and waivers require a written or retrievable electronic record.