Terms and Conditions

Effective Date: 4 September 2026

These Terms and Conditions ("Terms") govern your access to and use of SpendLayer.com, the SpendLayer wallet application and any related services (together, the "Service"), provided by SpendLayer ("SpendLayer", "we", "our", or "us").

The underlying technology supporting the Service is developed and maintained by and part of the SpendLayer group of companies.

By accessing or using the Service, you agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use the Service.

These Terms contain provisions that limit our liability to you, require you to indemnify us, and require most disputes to be resolved by individual arbitration rather than by a court or on a class basis. Please read sections 11, 12, 18 and 19 carefully.

1. Eligibility

Each time you access or use the Service you represent and warrant that:

• You are at least 18 years old and have full legal capacity to enter into a binding contract.
• You are not resident in, located in, or accessing the Service from any jurisdiction subject to comprehensive international sanctions, and you are not otherwise a target of sanctions administered by the European Union, the United Nations, the United Kingdom, Switzerland or the Office of Foreign Assets Control of the United States.
• You are not named on, nor owned or controlled by any person named on, any sanctions, restricted party or denied person list maintained by any of those authorities.
• You are not using the Service on behalf of any person who could not lawfully use it directly.
• Your use of the Service does not breach any law or regulation applicable to you.

You are responsible for determining whether your use of the Service is lawful in your jurisdiction. We may refuse, restrict, suspend or terminate access to the Service, in whole or in part, where we believe in our sole discretion that any of the above is or may be untrue.

2. Non-Custodial Nature of the Service

SpendLayer is a non-custodial wallet.

• We do not store, hold, or control your private keys.
• We do not have access to your wallet, funds, or transaction history.
• You retain full control and responsibility over your digital assets.

You acknowledge that you are solely responsible for safeguarding your wallet credentials, including private keys, seed phrases, email, and password.

3. Account Registration

To use certain features, you may be required to create an account using an email address and a password.

You agree to provide accurate and current information, to keep your login credentials confidential, and to notify us promptly of any unauthorised use of your account. You are responsible for all activity occurring under your account, whether or not authorised by you.

4. Payment Mandates and BlockDebit

The Service allows you to authorise a payment mandate (a "Mandate"), being a standing instruction recorded on a public blockchain that permits a payee you designate to collect payments from your wallet within parameters you set. This functionality is referred to as "BlockDebit".

When you authorise a Mandate you alone define its parameters, which may include the payee, the asset, the maximum amount per collection, the frequency of collection, the total duration and any aggregate ceiling. You are solely responsible for reviewing and understanding those parameters before authorising a Mandate.

You acknowledge and agree that:

• A Mandate is an instruction you give. Authorising a Mandate constitutes your prior consent to each collection made within its parameters, and no further approval is sought from you at the time of collection.
• Mandate parameters are enforced by smart contract on a public blockchain and not by SpendLayer. We do not initiate, approve, execute, hold, route or reverse collections made under a Mandate.
• You may revoke a Mandate at any time from within the Service. Revocation takes effect when it is recorded on the relevant blockchain network, and we do not control the time this takes.
• Revocation does not affect any collection already initiated or settled before revocation takes effect, and does not by itself terminate, vary or discharge any underlying contract between you and the payee.
• SpendLayer is not a party to any agreement between you and a payee. Any dispute concerning goods, services, amounts, refunds, cancellation or the conduct of a payee is between you and that payee, and must be pursued against them.
• We do not verify, endorse, or accept responsibility for any payee, and we make no representation that any payee will perform its obligations to you.
• There is no chargeback, reversal, recall or dispute mechanism available through SpendLayer in respect of any collection made under a Mandate.

You are responsible for maintaining a sufficient balance for any collection you have authorised. We are not responsible for any consequence of a failed, delayed, partial or rejected collection, including any charge, penalty, interest, loss of service or termination imposed on you by a payee.

5. User Responsibility

You agree that:

• You are solely responsible for all transactions initiated through your wallet, including all collections made under any Mandate you have authorised.
• Blockchain transactions are irreversible.
• SpendLayer cannot cancel, reverse, or modify transactions.
• Loss of private keys, seed phrases, or credentials may result in permanent loss of access to digital assets.
• SpendLayer is not responsible for any loss of funds resulting from user error, compromised credentials, phishing, malware, or third-party attacks.

6. No Financial or Investment Advice

SpendLayer does not provide financial, investment, tax, or legal advice.

Any information provided on the website is for informational purposes only and should not be interpreted as financial advice.

You are solely responsible for complying with applicable laws and tax obligations in your jurisdiction, including the determination, reporting and payment of any tax arising from your use of the Service.

7. Acceptable Use

You agree not to use the Service:

• For unlawful purposes
• To engage in fraud, money laundering, or terrorist financing
• To violate any applicable laws or regulations, including sanctions
• To infringe upon the rights of others
• To attempt to gain unauthorised access to the Service or any related system, or to interfere with its operation
• To reverse engineer, decompile, disassemble, copy or create derivative works of any part of the Service, except to the extent that restriction is prohibited by applicable law
• To use any automated means to access, scrape or overload the Service

We reserve the right to restrict or suspend access to the Service for violations of these Terms.

8. Third-Party Services and Blockchain Networks

SpendLayer is a non-custodial interface that enables users to interact with public blockchain networks and, where applicable, third-party services, protocols, applications, and platforms ("Third-Party Services").

The Service may enable access to additional functionalities provided by Third-Party Services, including but not limited to purchasing or selling digital assets and participating in staking or other yield-generating activities.

These services are provided entirely by Third-Party Services and not by SpendLayer. SpendLayer does not execute, control, or guarantee any such transactions or activities.

SpendLayer does not act as a broker, exchange, payment processor, money transmitter, or financial intermediary, and does not provide staking, yield, or investment services. Any interaction with these features is conducted directly between you and the relevant Third-Party Service.

You acknowledge and agree that SpendLayer does not own, control, or operate any blockchain network or Third-Party Service, and we have no ability to influence or guarantee their performance, security, or availability.

SpendLayer does not control and is not responsible for:

• The operation, functionality, or security of blockchain protocols
• Network congestion, delays, forks, failures, or outages
• Transaction validation, confirmation, or execution
• Gas fees, transaction fees, or fluctuating network costs
• Smart contracts, decentralized applications (dApps), or third-party integrations
• The accuracy, reliability, or availability of Third-Party Services

When you access or interact with any Third-Party Service through SpendLayer, you do so at your own risk. Such interactions are governed solely by the terms and conditions, privacy policies, and other agreements of those third parties. SpendLayer is not a party to, and assumes no responsibility for, any such third-party terms or your compliance with them.

We strongly encourage you to review all applicable third-party terms before engaging with any Third-Party Service.

You acknowledge that such activities may involve additional risks, including but not limited to smart contract risk, counterparty risk, liquidity risk, and total loss of assets. You assume full responsibility for evaluating and accepting these risks.

SpendLayer shall not be liable for any loss, damage, or claim arising from:

• Your use of or reliance on any Third-Party Service
• Any failure, vulnerability, or exploit in blockchain networks or third-party systems
• Any transaction errors, delays, or failures caused by external systems
• Any actions or omissions of third parties

9. Fees

We may charge fees for all or part of the Service. Where a fee applies, it will be disclosed to you before you incur it. We may introduce, vary or withdraw fees at any time in accordance with section 18.

Fees charged by Third-Party Services, and network or gas fees payable to a blockchain network, are separate from any SpendLayer fee, are set by parties other than us, and are your responsibility.

10. Intellectual Property and Licence

The Service, including all software, source code, interfaces, text, graphics, logos, trade marks and other content made available through it, is owned by SpendLayer or its licensors and is protected by intellectual property laws. Nothing in these Terms transfers any such right to you.

Subject to your compliance with these Terms, we grant you a limited, personal, revocable, non-exclusive, non-transferable, non-sublicensable licence to access and use the Service for your own personal, non-commercial use. All rights not expressly granted are reserved.

Certain components of the Service may be provided under open-source licences. Where an open-source licence conflicts with this section in respect of that component, the open-source licence prevails for that component only.

Any feedback, suggestions or ideas you provide to us regarding the Service may be used by us without restriction and without any obligation to you.

11. Indemnification

You agree to indemnify, defend and hold harmless SpendLayer, its affiliates, and their respective officers, directors, employees, contractors and agents from and against any and all claims, demands, proceedings, damages, losses, liabilities, costs and expenses (including reasonable legal fees) arising out of or in connection with:

• Your access to or use of the Service
• Any Mandate you authorise and any collection made under it
• Your breach of these Terms or of any applicable law or regulation
• Your infringement of the rights of any third party
• Any dispute between you and any payee or any Third-Party Service
• Any information or content you submit through the Service

We reserve the right, at your expense, to assume the exclusive defence and control of any matter subject to indemnification by you, in which case you agree to cooperate with us.

12. Limitation of Liability

To the fullest extent permitted by law, SpendLayer shall not be liable for:

• Loss of digital assets
• Lost profits or revenue
• Loss of business, goodwill, opportunity or anticipated savings
• Loss or corruption of data
• Indirect, incidental, consequential, special, exemplary or punitive damages
• Security breaches beyond our reasonable control

Including any loss, damage, or claim arising from:

• Your use of or inability to use the Service
• Any Mandate you have authorised, any collection made under it, or any failure, delay or rejection of such a collection
• Third-party services, platforms, integrations, or providers
• Smart contracts, decentralized applications (dApps), or protocol-level failures
• Blockchain network failures, forks, congestion, or delays
• Errors, bugs, exploits, or vulnerabilities in software (including open-source code)
• Unauthorized access, hacking, phishing, malware, or other security incidents
• Any actions taken based on information provided by the Service

To the fullest extent permitted by law, our total aggregate liability to you for all claims arising out of or in connection with these Terms or the Service, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not exceed the greater of (a) the total fees you paid to SpendLayer for the Service in the three months immediately preceding the event giving rise to the claim, and (b) one hundred United States dollars (USD 100).

You acknowledge that blockchain technologies and digital assets involve a high degree of risk, including the risk of total loss. You agree that you assume all such risks when using the Service. You further acknowledge that the limitations in this section are a fundamental basis of the bargain between us, and that the Service would not be provided to you without them.

Nothing in these Terms excludes or limits our liability for fraud, fraudulent misrepresentation, death or personal injury caused by our negligence, or any other liability that cannot lawfully be excluded or limited.

13. No Warranty / Use at Your Own Risk

The Service is provided on an "as is" and "as available" basis.

To the fullest extent permitted by law, SpendLayer expressly disclaims all warranties of any kind, whether express, implied, or statutory, including but not limited to:

• Implied warranties of merchantability, fitness for a particular purpose, and non-infringement
• Any warranties regarding the accuracy, reliability, or availability of the Service
• Any warranties that the Service will be uninterrupted, error-free, or secure
• Any warranties related to blockchain networks, smart contracts, or Third-Party Services

You agree that your use of the Service is entirely at your own risk.

SpendLayer does not guarantee that:

• Transactions will be successfully executed or confirmed
• Any collection under a Mandate will succeed, or will occur at any particular time
• The Service will be compatible with any specific wallet, protocol, or asset
• The Service will be free from bugs, errors, or vulnerabilities
• Any information provided is accurate, complete, or current

You are solely responsible for evaluating the risks associated with the use of blockchain technology and Third-Party Services.

14. No Custody or Fiduciary Relationship

Nothing in these Terms creates any fiduciary, custodial, partnership, joint venture, employment or agency relationship between you and SpendLayer.

15. Suspension and Termination

We may, at any time and in our sole discretion, suspend, restrict, modify or discontinue the Service or any part of it, with or without notice, and without liability to you.

We may suspend or terminate your access to the Service immediately where we believe you have breached these Terms, where required by law or by any regulator, or where we consider it necessary to protect the Service, other users or ourselves.

You may stop using the Service at any time. Because the Service is non-custodial, termination does not affect your control of your wallet or your digital assets, and does not by itself revoke any Mandate you have authorised. You remain responsible for revoking any Mandate you no longer wish to continue.

Sections 5 to 14 and 16 to 19 survive any termination or expiry of these Terms.

16. Privacy

Our collection and use of personal data in connection with the Service is described in our Privacy Policy, which forms part of these Terms. By using the Service you acknowledge that you have read it.

17. Changes to these Terms

We may update these Terms from time to time. Where we do, we will update the Effective Date at the top of this page and, where the change is material and we hold an email address for you, we will take reasonable steps to notify you.

Changes take effect when published. Your continued use of the Service after the changes take effect constitutes acceptance of the revised Terms. If you do not accept them, you must stop using the Service.

18. Governing Law and Jurisdiction

These Terms and any dispute, claim, or controversy arising out of or in connection with the Service shall be governed by and construed in accordance with the laws of the Republic of the Marshall Islands, without regard to conflict of law principles.

Subject to the arbitration provisions below, you agree that any disputes arising under or in connection with these Terms shall be subject to the exclusive jurisdiction of the courts of the Republic of the Marshall Islands.

19. Arbitration and Class Action Waiver

Any dispute, claim, or controversy arising out of or relating to these Terms or the Service shall be referred to and finally resolved by binding arbitration under the UNCITRAL Arbitration Rules in force at the time the arbitration is commenced. The appointing authority shall be the London Court of International Arbitration (the "LCIA"). Any such arbitration shall be conducted in English before a sole arbitrator and seated in London, United Kingdom. The decision of the arbitrator shall be final and binding on the parties.

Unless the arbitrator considers that a hearing is necessary for the fair resolution of the dispute, the arbitration shall be decided on the basis of written submissions and documents alone.

The law applicable to this arbitration agreement is the law of England and Wales, notwithstanding the governing law of these Terms stated in section 18.

You and SpendLayer each agree that claims may be brought against the other only on an individual basis, and not as a claimant or class member in any purported class, collective, consolidated or representative proceeding. The arbitrator may not consolidate the claims of more than one person and may not preside over any form of representative proceeding.

Nothing in this section prevents either party from seeking injunctive or other equitable relief in a court of competent jurisdiction, or from bringing a claim in a small claims court where available.

Nothing in these Terms deprives you of the protection of any mandatory provision of the law of the country in which you are habitually resident, or of any right you have as a consumer to bring proceedings in the courts of that country where that right cannot lawfully be excluded.

20. General Provisions

Entire agreement. These Terms, together with the Privacy Policy, constitute the entire agreement between you and SpendLayer regarding the Service and supersede any prior agreement or understanding.

Severability. If any provision of these Terms is held to be invalid, illegal or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, or if it cannot be so modified, severed. The remaining provisions continue in full force and effect.

No waiver. Our failure to enforce any provision of these Terms is not a waiver of our right to do so later.

Assignment. You may not assign or transfer any of your rights or obligations under these Terms without our prior written consent. We may assign or transfer ours freely, including to any member of the SpendLayer group or in connection with a merger, reorganisation or sale of assets.

Force majeure. We are not liable for any failure or delay in performance caused by events beyond our reasonable control, including network failures, protocol changes, acts of government, sanctions, or the unavailability of any Third-Party Service.

Notices. We may give you notice by email to the address associated with your account or by publishing it within the Service or on this website.

Language. These Terms are drawn up in English. Any translation is provided for convenience only, and the English version prevails.

No third-party rights. No person other than you and SpendLayer has any right to enforce these Terms.

21. Contact

For questions regarding these Terms, please contact:

info@spendlayer.com