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Terms and Conditions

Effective Date: 22 September 2026  ·  previous version

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 Circinus Finance Ltd., a non-resident domestic company incorporated in the Republic of the Marshall Islands with corporation number 133239, whose registered office is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Republic of the Marshall Islands MH 96960 ("SpendLayer", "we", "our", or "us").

The underlying technology supporting the Service is developed and maintained within the SpendLayer group of companies. The Service is provided by us or by another member of that group. The entity that provides it, the terms on which it is provided, and the countries in which it is available may differ according to where you live, and may change. We may add, restrict or withdraw countries at any time.

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 2, 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 a US person. You are not a citizen or resident of the United States of America, you are not located in or accessing the Service from the United States or any of its territories, and you are not acting for the account or benefit of any such person. The Service is not offered to US persons.
  • 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. Your private key is held only in encrypted form, encrypted with your password. We do not hold your password, cannot decrypt your key, and cannot access, move, freeze, spend, recover or reverse the assets in your wallet.

Your password unlocks your key. If you lose it, access to your assets is lost permanently. We cannot reset it, recover your key or restore access, and no backup or support process can.

Export your private key and keep the export secure. It is the only way to reach your assets if you lose your password or the Service becomes unavailable. Anyone who obtains it can take your assets.

Your transactions and Mandates are recorded on public blockchain networks. That record is public and permanent. We read it to show you your balances and history; we do not control it, and neither we nor you can alter or delete it.

You retain full control of and responsibility for your assets, your password, your authorisation code and any exported key.

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.
  • A Mandate is public. The payee address, the asset, the amounts, the frequency, the duration and every collection made under it are recorded on a public blockchain, visible to anyone, permanently. Neither we nor you can hide, alter or delete that record.
  • Your authorisation code is used in place of your private key. Entering it at a merchant’s checkout is how you authorise the creation of a Mandate on the parameters shown to you at that point. You will not be asked to sign with your key at that moment, so check those parameters before you enter the code.
  • Treat your authorisation code like a password. Anyone who obtains it may be able to authorise a Mandate against your wallet. Do not share it, do not enter it anywhere other than a checkout at which you intend to authorise the payment shown, and tell us at once if you believe someone else has it.
  • Trusted relayer. So that a Mandate authorised this way can be submitted to the blockchain without you signing and paying a network fee, your wallet grants a limited permission to a relayer we operate. The relayer can submit only a Mandate authorisation initiated with your authorisation code, on the parameters shown to you. It cannot move your assets, submit anything else, or alter a Mandate once made.
  • You can withdraw the relayer’s permission at any time from your wallet. Withdrawing it disables your authorisation code, and you would then authorise each Mandate directly from your wallet using your key.
  • 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 your password, or of an exported private key, may result in permanent loss of access to your 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

9.1 We do not charge you a fee for creating or holding a SpendLayer wallet, for authorising or revoking a Mandate, or for using the Service.

9.2 Network fees, sometimes called gas fees, are payable to the relevant blockchain network and not to us. They are set by the network and are your responsibility.

9.3 Third-Party Services, including on-ramp, off-ramp, swap and staking providers, charge their own fees. Those fees are set and disclosed by the provider concerned, form part of your contract with that provider, and are your responsibility.

9.4 We may be paid by third parties. Where you use a Third-Party Service through the Service, we may receive a commission, referral fee, revenue share or other compensation from that provider. Any such amount is paid to us by the provider out of the fees or margin it charges you. It is not a separate charge by us, and you are free to use any provider directly instead.

9.5 Where you pay a merchant under a Mandate, a fee may be deducted from the amount collected before it reaches that merchant. That fee is payable by the merchant under its own agreement with us or with another member of our group. It is not an additional charge to you: the amount collected from your wallet is the amount shown in the Mandate.

9.6 If we introduce a fee for the Service in future, we will disclose it to you before you incur it and will notify you in accordance with section 17.

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

17.1 We may update these Terms from time to time. Where we do, we publish the revised Terms on this page with a new Effective Date. Publication is how we make changes. Changes take effect on publication, and we do not undertake to notify you individually.

17.2 Where a change is material, we will also bring it to your attention within the Service, and that change will take effect no earlier than fourteen days after publication.

17.3 Your continued use of the Service after a change takes effect constitutes acceptance of the revised Terms. If you do not accept them, you must stop using the Service. Because the Service is non-custodial, stopping does not affect your control of your wallet or of the assets in it.

17.4 Superseded versions of these Terms remain available on this page.

18. Governing Law and Jurisdiction

18.1 These Terms, and any dispute or claim arising out of or in connection with them or with the Service, including any non-contractual dispute or claim, are governed by the laws of England and Wales.

18.2 Subject to section 19, the courts of England and Wales have non-exclusive jurisdiction.

18.3 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. Where such a provision or right applies, it prevails over sections 18 and 19.

19. Arbitration and Class Action Waiver

19.1 Subject to section 18.3 and to the exceptions in section 19.6, any dispute, claim or controversy arising out of or relating to these Terms or the Service is to be referred to and finally resolved by binding arbitration under the Rules of the London Court of International Arbitration (the "LCIA"), conducted in English before a sole arbitrator and seated in London, United Kingdom. The law applicable to the arbitration agreement is the law of England and Wales.

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

19.3 You may opt out of this arbitration agreement. To do so, send us written notice at info@spendlayer.com within 30 days of first accepting these Terms, stating your name, the email address associated with your account, and that you are opting out of arbitration. If you opt out, section 19 does not apply to you and disputes are resolved by the courts of England and Wales. Opting out has no other effect on these Terms and will not affect your access to the Service.

19.4 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.

19.5 Each party bears its own costs of the arbitration unless the arbitrator decides otherwise.

19.6 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. An arbitration agreement does not apply to a claim that may not lawfully be referred to arbitration in the country in which you are habitually resident.

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, transfer and novation. You may not assign or transfer any of your rights or obligations under these Terms without our prior written consent. We may assign, transfer or novate our rights and obligations under these Terms, in whole or in part, to any member of the SpendLayer group, or in connection with a merger, reorganisation or sale of the relevant business. This includes transferring them so that the Service is provided to you by a different member of the group according to the country in which you are resident, or for any other reasonable operational, regulatory or commercial reason. We will do so only where it does not reduce your rights under these Terms, and we will tell you within the Service or on this website before it takes effect.

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