Refund and Cancellation Policy

Effective Date: 23 July 2024

PREAMBLE: INTRODUCTION, SCOPE, AND BINDING AGREEMENT

This Trade Execution, Settlement, and Dispute Resolution Policy (“Policy”) constitutes a legally binding agreement between you, the user (“User,” “you,” “your”), and Andromeda Pay (“Andromeda,” “we,” “us,” “our”), a company incorporated under the laws of Switzerland with its registered office in Zurich, Switzerland. This Policy governs your use of Andromeda’s Over-the-Counter (OTC) digital asset trading services (“Service”), accessed via the Andromeda-pay.com website and associated application programming interfaces (APIs).

By accessing the Service, creating an account, requesting a quote, or executing any transaction, you confirm that you have read, understood, and agreed to be bound by the terms of this Policy and our Terms of Service (“ToS”). If you do not agree to these terms, you are prohibited from using the Service in any capacity.

You represent and warrant that you are at least 18 years of age, have reached the legal age of majority in your jurisdiction of residence, and possess the full authority to enter into this Policy on your behalf or on behalf of any entity you represent. The Service is intended solely for experienced users who understand the high risks associated with digital asset transactions.

SECTION 1: DEFINITIONS

For clarity and consistency, the following capitalized terms are defined as follows:

• Acceptance: The User’s action to confirm and accept a Quote, typically by clicking “Confirm Trade,” “Execute,” or a similar button, which forms a binding agreement.

• AML/CFT/KYC: The mandatory procedures for Anti-Money Laundering (AML), Combating the Financing of Terrorism (CFT), and Know Your Customer (KYC) compliance, required under Swiss law and international standards.

• Blockchain: A decentralized and immutable digital ledger where transactions are publicly recorded.

• Business Day: Any day other than Saturday, Sunday, or a public holiday in Zurich, Switzerland.

• Counterparty: The other party involved in a Trade, which may be another User, a third-party liquidity provider, or Andromeda acting as principal.

• Digital Asset: Any cryptocurrency, virtual currency, or digital token supported for trading by Andromeda.

• Non-Custodial Wallet: A wallet where the User retains sole control over private keys and assets. Andromeda does not provide or have access to these wallets.

• Quote: A time-sensitive offer from Andromeda for a specific quantity and price of a Digital Asset pair, including all applicable fees.

• Request for Quote (RFQ): The User’s non-binding inquiry requesting a Quote from Andromeda for a potential Trade.

• Settlement: The final, irreversible completion of a Trade when agreed-upon assets are transferred, confirmed by financial institutions or Blockchain networks.

• Settlement Failure: The failure to fulfill Settlement obligations within the required timeframe, constituting a breach.

• Trade: The binding agreement between the User and Counterparty for the exchange of specified assets.

SECTION 2: THE OTC TRADE LIFECYCLE

2.1 Request for Quote (RFQ)

The process begins when you submit an RFQ via the Service, specifying the Digital Asset pair and the quantity you wish to buy or sell. An RFQ is a non-binding inquiry and does not create an obligation.

2.2 Quote Provision and Validity

After receiving a valid RFQ, Andromeda will issue a Quote with a firm price for the specified trade. This Quote is time-sensitive and valid only within a defined Validity Window, typically ranging from 10 to 60 seconds. Once this period expires, the Quote is null and void.

2.3 Trade Acceptance

To execute the transaction, you must confirm Acceptance of the Quote before it expires. This creates a legally binding Trade that you must fulfill in accordance with the terms specified.

SECTION 3: TRADE CANCELLATION AND FINALITY

3.1 Principle of Irreversibility

Once a Trade is Accepted, it is final and cannot be canceled, reversed, or modified, regardless of market conditions, errors, or changes of mind. You acknowledge that the volatility of Digital Asset prices is a significant risk and agree to bear this risk entirely.

3.2 Andromeda’s Right to Cancel (Pre-Settlement)

Andromeda reserves the right to cancel any Accepted but not-yet-settled Trade under exceptional circumstances, including but not limited to:

• Legal/Regulatory Compulsion: If required by law, court order, or government authority.

• AML/CFT/KYC Concerns: If Andromeda suspects illicit activity or non-compliance.

• Manifest Technical Error: If a technical issue results in an erroneous Quote or Trade execution.

• Breach of Terms: If you violate any provision of this Policy or the ToS.

In these cases, Andromeda will attempt to notify you of the cancellation but will not be liable for any resulting losses.

SECTION 4: SETTLEMENT PROTOCOL AND OBLIGATIONS

4.1 User’s Settlement Obligations

Once a Trade is Accepted, you must immediately initiate the transfer of the agreed amount of fiat or Digital Assets to Andromeda’s designated accounts or wallet addresses. You are responsible for all transaction fees, including bank wire fees or Blockchain network fees (e.g., gas fees).

4.2 Finality of Settlement

Settlement is final and irrevocable once:

• Fiat transfers: Funds are credited to Andromeda’s bank account.

• Digital Asset transfers: Blockchain confirmations required by Andromeda’s internal policy are received.

4.3 Consequences of Settlement Failure

Failure to meet Settlement obligations will result in a Settlement Failure, and Andromeda may take the following actions:

• Unilaterally terminate the Trade.

• Net the Trade against any other positions or balances you hold with Andromeda.

• Pursue legal action to recover damages, including any losses from adverse market movements.

• Suspend or terminate your access to the Service.

SECTION 5: REFUND POLICY AND ERRONEOUS TRANSACTIONS

5.1 No Refunds

Once a Trade is settled, there are no refunds. All completed trades, including confirmed Blockchain transactions, are final and irreversible.

5.2 Erroneous Transactions

• Incorrect Address or Network: If you send Digital Assets to the wrong address or incompatible Blockchain network, the transaction is irreversible, and Andromeda cannot recover the assets.

• Incorrect Amount: If you send less than the agreed amount, it will be considered a Settlement Failure. If you send more, Andromeda will attempt to return the excess amount upon request, with all associated fees covered by you.

• Assistance Without Liability: Andromeda may provide public transaction data to assist in asset recovery but assumes no responsibility for success.

SECTION 6: RISK ALLOCATION AND LIMITATION OF LIABILITY

6.1 Security of Non-Custodial Wallets

You are solely responsible for securing your Non-Custodial Wallet and its access credentials. Andromeda has no access to your wallet and is not liable for any losses resulting from wallet mismanagement.

6.2 Acknowledgment of Risks

By using the Service, you acknowledge the substantial risks of trading Digital Assets, including market volatility, counterparty risk, regulatory uncertainty, technological risks, and cybersecurity threats.

6.3 Limitation of Liability

Andromeda’s liability is strictly limited to any fees paid for a specific Trade. Andromeda is not liable for any indirect or consequential damages, including loss of profits or data.

SECTION 7: DISPUTE RESOLUTION AND GOVERNING LAW

7.1 Dispute Notification

If a dispute arises, you must notify Andromeda within 14 calendar days of the event by sending a detailed description to compliance@andromeda-pay.com.

7.2 Good Faith Negotiation

Both parties agree to attempt to resolve the dispute within 30 days through good faith negotiations.

7.3 Binding Arbitration

If the dispute is not resolved within 30 days, it will be resolved through binding arbitration administered by the Swiss Arbitration Centre under the Swiss Rules of International Arbitration. The arbitration will take place in Zurich, Switzerland, in English, and will be conducted by a single arbitrator.

7.4 Governing Law

This Policy and any disputes will be governed by Swiss law, excluding its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

7.5 Class Action Waiver

You waive any right to participate in class or collective actions against Andromeda. Disputes will be resolved individually.

SECTION 8: MISCELLANEOUS

8.1 Policy Amendments

Andromeda reserves the right to amend this Policy at any time. Notice of material changes will be posted on the website, and your continued use of the Service constitutes your acceptance.

8.2 Entire Agreement

This Policy, together with the ToS and referenced policies, forms the complete agreement between you and Andromeda, superseding all prior agreements.

8.3 Severability

If any provision of this Policy is held by a court or arbitrator of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, or if it cannot be so modified, it shall be severed from this Policy. The invalidity or unenforceability of any provision shall not affect the validity or enforceability of the remaining provisions of this Policy, which will remain in full force and effect.