1. Introduction

We provide software, systems and services enabling the use, purchase, sale and/or transfer of stablecoins and other digital assets (the “Nodu Services”). These Terms govern your use of the Services and constitute an agreement between you and Prionisent Sp. Z.o.o., a company incorporated in Poland with its registered office at ul. Bartycka 22B/21A, 00-716, Warsaw, 00-716, Poland and with KRS company number 0001141712. We are registered and supervised with the General Inspector of Financial Information (GIIF) as a Virtual Asset Service Provider (VASP), registration number 0001141712 (referred to as “Nodu”, “we”, “us” or “our”).

If you are using the Services on behalf of a business (a “Business User”), these terms apply to you and the business you represent. Our Privacy Policy explains how we collect, use and protect your personal data.

By registering for an account, accessing or using the Nodu Services, you agree to these Terms and any terms of our financial or channel partners, and any other documents we link to herein (together, the “Agreement”).

Important: You agree that all communications with you will be electronic. See Section 7.2 for details.

2. Account Eligibility & Security

2.1 To access the Nodu Services you must first create an account (“Nodu Account”) via a third-party platform or partner (the “Partner Account”) if required.

2.2 You represent and warrant that you: (a) are at least 18 years old (or the legal age in your jurisdiction); (b) have full legal capacity to enter into this Agreement; and (c) if opening the Account for a business, are authorized to do so. Business Users may only use the Services for commercial purposes.

2.3 We may refuse to open or maintain an account for any person who resides in or is located in a jurisdiction where we (or our partners) are not authorised to provide the Services (“Restricted Jurisdictions”). We will also comply with applicable sanctions and anti-money-laundering laws.

2.4 We and our partners will collect certain personal data to verify your identity, process your application and provide the Services. Data may include name, email, physical address, government ID, bank account statements, crypto wallet addresses, source of funds, and more. You must keep all information accurate and up-to-date.

2.5 Your login credentials at the Partner Account (and your Nodu Account) are your responsibility. We do not control the Partner Account or the credentials used to access it, and we are not responsible for any unauthorized access. If you suspect unauthorized access, you must notify the Partner immediately. You must also notify us promptly of any suspicious activity.

3. Funding, Wallets & Transactions

3.1 When you instruct us to buy or sell stablecoins or digital assets via the Services (“Transfers”), you authorise us to act as your agent. You must provide at least one bank account (“Recieving Account”) and/or a Cryptocurrency Wallet address (“Receiving Wallet”) that you own or control.

3.1.1 “Cryptocurrency Wallet” means any software application, device or hosted account (including a wallet provided by a third-party service provider) that is used to store, hold, send or receive Digital Assets on a blockchain network and that holds, stores, manages, or otherwise enables access to the cryptographic private key(s) or other credentials necessary to authorise transactions from the associated blockchain address(es). A Cryptocurrency Wallet may be self-custodied (where a person controls the private keys) or custodial (where a third party controls the private keys on behalf of a person).

3.2 We may ask for additional information when you use a self-custodied wallet (i.e., a wallet not provided by us or a regulated institution). We reserve the right to delay or cancel Transfers associated with such wallets.

3.3 We monitor transactions for compliance with our Anti-Money Laundering / Counter-Terrorist Financing (“AML/CTF”) programme. You are responsible for monitoring your wallet and accounts for unauthorised or suspicious activity. We are not liable for losses resulting from your failure to protect your credentials or account.

4. Service Suspension & Termination

4.1 You may close your Nodu Account at any time for any reason, unless we suspect that you are attempting to avoid investigation or legal obligations. Closure does not affect obligations incurred before such closure.

4.2 We may suspend or terminate your Account immediately (and freeze any funds) if we suspect you violated these Terms, applicable laws, AML/CTF requirements, you no longer reside in an eligible jurisdiction, your Partner Account is suspended or terminated, you have no linked funding/receiving account, or you remain inactive for a specified period.

We will notify you if we suspend or terminate your Account, via your Partner Account or email.

5. Supported Assets & Risks

5.1 We may allow you to buy, sell or transfer stablecoins and other digital assets (“Digital Assets”) via the Services. “Stablecoins” means digital assets pegged to fiat currency (“Fiat Currency”). “Digital Assets” includes any crypto token, virtual currency or digital representation of value.

5.2 We maintain a list of supported assets which may be changed or withdrawn at our discretion. If we delist an asset while your Transfer is pending, we may cancel your Transfer and return your funds to you. If you send unsupported funds, you may lose them — we bear no responsibility for such losses.

5.3 You acknowledge and accept the risks associated with Digital Assets, including blockchain failures, forks, regulatory changes, volatility, redemption risk, cybersecurity risk, and loss of private keys. See Exhibit A (Risk Disclosures) for details.

6. Transfers & Transactions

6.1 Placing Transfers – You can place Transfer through your Partner Account using your login credentials. When we receive your instruction, we will proceed to act on it. All Transfers must be backed by cleared funds at the time we fill the Transfer. You should not submit a Transfer unless you have sufficient funds or assets to support it.

6.2 Source of Funds; Destination of Proceeds; Limits – You may only use funds or digital assets that you own and control, and you may not place Transfers on behalf of any third party. When you place a Transfer, title to the funds you provide transfers to us upon our receipt. When we send proceeds to you, title transfers to you upon your receipt. We may impose limits (including on amounts and frequency) for Transfers based on your account type, verification status, and overall risk profile.

6.3 Receipts & Records – Once we execute a Transfer, we will issue a confirmation (the “Transfer Receipt”) via your Partner Account or by email. We keep records for at least five years or as required by applicable regulations.

6.4 Cancellations & Errors – After we begin processing a Transfer, you may not cancel it. You must review your Transfer Receipt and notify us (via the Partner) within [24] hours if you identify any error. We reserve the right to declare a Transfer void if erroneous, and you may be required to return any assets or funds received.

6.5 Downtime – We endeavour to maintain the availability of the Services but cannot guarantee continuous operation. We are not liable for losses caused by downtime, delayed processing or system unavailability.

7. General Provisions

7.1 Fees – The fees we charge for Transfers are available via your Partner Account or on our website. Fees may change from time to time, and your placement of an Transfer constitutes acceptance of the fees applicable at that time.

7.2 Electronic Communications & Consents

• 7.2.1 All communications will be sent to your email address or via your Partner Account. You must maintain a current email address. If we send an email and it’s undeliverable, we may block access until you update the address.

• 7.2.2 Your device must meet technical requirements (internet connection, current browser, sufficient storage/printer) to access and retain electronic documents.

• 7.2.3 You may withdraw your consent to receive electronic communications by contacting us at help@nodu.fi. If you withdraw consent, we may close your Account or charge additional fees for paper communications.

7.3 Taxes – We do not provide tax or legal advice. You are responsible for your own tax obligations in respect of any Transfers, gains or proceeds.

7.4 Intellectual Property & Feedback – All materials provided by us (text, graphics, software, logos etc) (“Nodu Materials”) are owned by us or licensed to us. You may view or print for personal, non-commercial use only. Any feedback you submit becomes our unrestricted property, and we may use it without compensation to you.

7.5 Indemnification – You agree to defend, indemnify and hold harmless Nodu and its officers, directors, employees, agents and affiliates from all losses, liabilities, costs and expenses arising from your use of the Services or breach of the Terms.

7.6 No Warranty; Limitation of Liability – The Services are provided “as-is” and “as available”, without warranties of any kind. To the fullest extent permitted by law, Nodu and its affiliates are not liable for any direct or indirect losses, including lost profits, business interruption, or trading losses, except where a court has found gross negligence, intentional misconduct or fraud on our part.

7.7 Governing Law & Dispute Resolution – These Terms are governed by the laws of Poland. Any disputes shall be resolved by The Court of Arbitration at the Polish Chamber of Commerce.

7.8 Force Majeure – We are not liable for delays or failure in performance resulting from causes beyond our reasonable control (acts of God, war, terrorism, pandemics, Internet failures, etc.).

7.9 Survival – Sections which by their nature continue beyond termination (account obligations, liabilities, indemnities, intellectual property rights, etc.) will survive expiry or termination of these Terms.

7.10 Entire Agreement – These Terms, together with our Privacy Policy and any referenced documents, constitute the entire agreement between you and Nodu relating to the Services and supersede all prior agreements.

7.11 Assignment – We may assign our rights under this Agreement (for example upon a merger or acquisition). You may not assign your rights without our prior written consent.

7.12 Severability – If any provision of these Terms is found invalid or unenforceable, it will be modified or interpreted to achieve its intended effect to the greatest extent allowed by law, and the remaining provisions remain in force.

7.13 Non-Waiver – If we fail to enforce any term, it does not waive our right to enforce it later.

7.14 Amendments – We may revise these Terms at any time. We will post updated Terms and may notify you by email. Your continued use of the Services after changes indicates your acceptance. If you disagree with any change, you must stop using the Services and close your account.

7.15 Subcontractors – We may engage affiliates, subcontractors or third parties to perform services on our behalf; we remain responsible for their performance.

7.16 Data Protection – We and you will comply with applicable data protection and privacy laws (e.g., GDPR for EU users), obtaining necessary consents, providing notices and ensuring lawful transfers of personal data.

Exhibit A: Risk Disclosures

1. General Statement

Digital Assets and related technologies are novel and volatile.Their value can fluctuate rapidly, sometimes to zero.You acknowledge that you may lose all or part of the value of any asset acquired or held through the Nodu Services, and that such losses are entirely your responsibility.

Neither Nodu nor its affiliates provide financial advice, portfolio management, or investment guarantees.

2. Stablecoin-Specific Risks

Stablecoins are digital assets designed to maintain a stable value relative to a fiat currency (e.g. EUR, USD). However, they are not risk-free.

• Peg Instability: A stablecoin may lose its peg due to insufficient reserves, operational errors, or market shocks.
• Issuer Solvency: The entity issuing or redeeming the stablecoin may become insolvent, fail to maintain reserves, or lose access to its banking partners.
• Reserve Transparency: Not all issuers are subject to independent audits or regulatory oversight. The composition of reserves (e.g. commercial paper, bank deposits) may change without notice.
• Redemption Risk: In certain situations, redemption into fiat currency may be suspended or delayed by the issuer or intermediary.
• Concentration Risk: Exposure to a single stablecoin may amplify losses if that asset becomes impaired or delisted.

3. Market & Liquidity Risk

• Price Volatility: Digital Assets are highly volatile. Prices may move sharply in short periods due to market sentiment, liquidity, or macroeconomic events.
• Illiquidity: Some assets may have limited market depth. In stress conditions, you may be unable to buy or sell at your desired price or time.
• Slippage & Spread: The final execution price of a Transfer may differ from quoted prices due to market movements or order-book depth.
• Delisting: Assets may be suspended or removed from the Nodu platform or its partners’ exchanges without notice.

4. Regulatory & Legal Risk

• Regulatory Changes: Laws and regulations governing digital assets continue to evolve. Future rules under MiCA or other national legislation may restrict or prohibit certain services, impose licensing obligations, or affect taxation.
• Enforcement Actions: Authorities may take action against issuers, exchanges, or service providers, impacting your ability to use or redeem assets.
• Jurisdictional Restrictions: Some assets or activities may be illegal or unregulated in your country of residence. You are responsible for ensuring compliance with local laws.

5. Custody & Cybersecurity Risk

• Theft & Loss: Digital Assets are bearer instruments secured by private keys. If keys are lost or stolen, the assets are irretrievable.
• Custodial Arrangements: When assets are held in wallets managed by Nodu or its partners, you rely on our operational and security systems. While we use industry-standard custody practices (including multi-party computation and cold-storage segregation), no system is immune to compromise.
• Cyberattacks: Hacks, malware, phishing, or system failures may lead to loss or unavailability of assets or data.
• Third-Party Infrastructure: We depend on blockchain networks, custody partners, payment institutions, and cloud infrastructure. Failures in these systems can interrupt services or cause losses.

6. Technological & Protocol Risks

• Blockchain Failures: Bugs, forks, consensus attacks (e.g. 51% attacks), or network congestion can disrupt or reverse transactions.
• Smart-Contract Vulnerabilities: Certain assets or operations depend on smart contracts that may contain exploitable flaws.
• Unsupported Tokens: Sending unsupported tokens or assets to Nodu wallets or addresses may result in permanent loss.
• Transaction Finality: Transactions recorded on a blockchain are generally irreversible once confirmed. Incorrect addresses or amounts cannot be recovered.

7. Counterparty & Operational Risk

• Service Provider Dependence: Nodu relies on third-party payment processors, liquidity providers, and banks. Disruptions or insolvencies among these partners may delay or prevent settlement.
• Internal Errors: Operational mistakes, system bugs, or human error may affect transactions or balances.
• Force Majeure: Natural disasters, pandemics, wars, or regulatory actions may prevent or delay access to services.

8. Taxation & Accounting Risk

• Tax Treatment: The tax status of Digital Assets is uncertain and varies across jurisdictions. You are solely responsible for determining, reporting, and paying any applicable taxes.
• Record-Keeping: You must maintain adequate records of transactions for your own tax and accounting purposes.

9. No Deposit Protection or Guarantee

Digital Assets held or transacted through Nodu are not deposits, securities, or investments guaranteed by any government, compensation scheme, or insurance fund (including the EU Deposit Guarantee Scheme).

You bear the full risk of loss.

10. Risk Acknowledgement

By using the Nodu Services, you acknowledge and agree that:

1. You understand and accept the above risks.
2. You have the financial capacity to bear such risks, including total loss.
3. You will seek independent financial, legal, or tax advice as necessary.

Exhibit B: Prohibited Activities

You agree not to use the Nodu Services for any unlawful purpose or any activity that we determine, in our sole discretion, poses elevated risk. Prohibited activities include but are not limited to: money-laundering, terrorist financing, fraud, unauthorised use of intellectual property, illicit goods or services, gambling operations, multi-level marketing schemes, and any business or transaction we deem high risk. We may update this list at any time with notice.

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Thank you for choosing Nodu.

If you have any questions about these Terms, please contact us at help@nodu.fi.