Terms of Use

Effective Date: 22 July 2025

Introduction

These Terms of Use (“Terms” or “Agreement”) govern your access to and use of the website located at andromeda-pay.com (the “Website”) and the services made available through it (the “Services”), provided by Andromeda Pay.

Andromeda Pay is a company incorporated and registered under the laws of Switzerland(“Andromeda Pay,” “we,” “us,” or “our”).

We operate a non-custodial digital asset exchange platform available exclusively to verified users. As a Swiss financial intermediary, Andromeda Pay is affiliated with the Financial Services Standards Association (VQF), a Self-Regulatory Organisation (SRO) officially recognised by the Swiss Financial Market Supervisory Authority (FINMA). Accordingly, we are subject to the Swiss Federal Act on Combating Money Laundering and Terrorist Financing (AMLA) and its implementing ordinances.

BY ACCESSING OR USING THE WEBSITE OR SERVICES, YOU CONFIRM THAT YOU HAVE READ, UNDERSTOOD, AND AGREED TO BE LEGALLY BOUND BY THESE TERMS. IF YOU DO NOT AGREE, YOU MUST NOT USE THE WEBSITE OR SERVICES.

1. Definitions

For purposes of this Agreement:

- “Website”: andromeda-pay.com, including subdomains and APIs.

- “Agreement” or “Terms”: These Terms of Use, our Privacy Policy, and any other referenced policies.

- “AMLA”: The Swiss Federal Act on Combating Money Laundering and Terrorist Financing.

- “Digital Asset”: Cryptographically secured digital value recorded on a blockchain (e.g., Bitcoin, Ethereum).

- “Exchange Transaction”: A trade in which a User exchanges a specified amount of Digital Assets for fiat currency or another Digital Asset via Andromeda Pay or its liquidity partners.

- “FINMA”: Swiss Financial Market Supervisory Authority.

- “Non-Custodial Basis”: A service model where Users retain full control of their wallets and private keys. Andromeda Pay never holds or controls User funds or private keys.

- “Private Keys”: Cryptographic keys required to authorize transactions from a User Wallet.

- “Services”: Non-custodial Over-the-Counter (OTC) exchange services provided via the Website.

- “User,” “you,” “your”: Any individual or entity who has completed onboarding and uses the Services.

- “User Wallet”: An external wallet not controlled by Andromeda Pay, connected by the User for transactions.

“VQF”: Financial Services Standards Association, a FINMA-recognised SRO.

2. Description of Services

2.1. Services Offered

Andromeda Pay provides a non-custodial, execution-only OTC exchange service, enabling verified Users to exchange Digital Assets for fiat currency or other Digital Assets. Settlement occurs directly to the User’s designated bank account or User Wallet.

2.2. What the Services Are Not

- Not a Wallet Provider: We do not create, operate, or maintain wallets. Users must use their own third-party wallets.

- Strictly Non-Custodial: We never hold or control User funds or private keys. Transactions settle directly between the User’s wallet and designated account.

No Financial Advice: We do not provide investment, legal, tax, or financial advice. You should consult independent professionals before making transactions.

3. User Eligibility, Representations, and Obligations

3.1. Eligibility

To use the Services, you must:

- Be of legal age and capacity in your jurisdiction.

- Successfully complete our AML/KYC verification.

Not be a Prohibited Person or from a Prohibited Jurisdiction.

3.2. Prohibited Jurisdictions and Persons

You may not use the Services if you:

- Are a resident, citizen, or located in a jurisdiction subject to comprehensive international sanctions (e.g., UN, SECO, OFAC).

- Are personally subject to sanctions or otherwise deemed a “Prohibited Person.”

Attempt to bypass restrictions using VPNs, proxies, or similar tools.

3.3. User Representations and Warranties

By using the Services, you confirm that:

- You are not from a Prohibited Jurisdiction.

- You understand blockchain technology, Digital Assets, wallets, and the risks of private key management.

- You are the legal and beneficial owner of the assets you transact with.

All information you provide is true, accurate, and complete.

3.4. User Responsibility for Security

You are solely responsible for:

- Securing your User Wallet, including private keys, passwords, and seed phrases.

- Any activity conducted through your connection to the Services.

- Preventing unauthorized access to your accounts.

Warning: Loss of private keys is permanent and irreversible. We cannot recover keys or lost assets.

4. Anti-Money Laundering (AML) Compliance

4.1. Legal Obligation

As a regulated intermediary under AMLA, we must implement strict AML and CTF procedures. Your cooperation is mandatory.

4.2. Verification and Monitoring

You consent to us conducting:

- KYC identity verification.

- Beneficial ownership checks for legal entities.

Ongoing monitoring of transactions for compliance.

4.3. Travel Rule and Wallet Verification

You acknowledge that we are required to:

- Collect and share originator/beneficiary details in compliance with the FATF Travel Rule.

Verify your ownership of external wallets (e.g., cryptographic signing tests).

4.4. Right to Refuse and Report

We may refuse, suspend, or terminate Services if:

- You fail to provide required documentation.

- Compliance obligations cannot be met.

- Suspicious activity is detected.

We may also be required to file reports with the Swiss Money Laundering Reporting Office (MROS) without notifying you.

5. Assumption of Risks and Disclosures

Your use of the Services is at your own risk. Risks include, but are not limited to:

5.1. Market Risks

- Digital Assets are volatile and may lose all value.

- They are not legal tender, not backed by governments, and not insured.

Past performance is no guarantee of future outcomes.

5.2. Technology Risks

- Blockchain transactions are irreversible.

- Underlying protocols may suffer bugs, attacks, or forks.

Cyber threats (malware, phishing) may compromise your wallet.

5.3. Regulatory Risks

Digital asset laws are evolving and may change abruptly, impacting services and asset values.

5.4. Non-Custodial Risks

You bear full responsibility for safeguarding your private keys and seed phrases.

6. Disclaimer of Warranties and Limitation of Liability

6.1. Disclaimer of Warranties

The Website and Services are provided “as is” without warranties of any kind. We do not guarantee uninterrupted, error-free, or secure access.

6.2. Limitation of Liability

- Indirect Damages: We are not liable for indirect, incidental, or consequential damages.

- Direct Damages: Our liability is capped at the greater of CHF 100 or the total fees you paid in the three (3) months prior to the claim.

Exclusions: These limits do not apply to liability arising from fraud, willful misconduct, or gross negligence, or where prohibited by Swiss law.

7. Intellectual Property

- All Website content and technology are owned by Andromeda Pay.

- You are granted a limited, revocable license to use the Services for their intended purpose.

Unauthorized reproduction, modification, or distribution is prohibited.

8. Termination and Suspension

We may suspend or terminate your access if you:

- Breach these Terms.

- Fail to comply with AML/KYC requirements.

- Engage in suspicious or illicit activity.

- Attempt to bypass restrictions.

Are required to be restricted by law or regulatory order.

9. Third-Party Content

The Website may include links to third-party sites. We are not responsible for their content, accuracy, or safety.

10. Modification of Terms

We may update these Terms at any time by posting the revised version on the Website or notifying you directly. Continued use after changes constitutes acceptance.

11. Privacy Policy

Your data is processed in accordance with our Privacy Policy, which forms part of these Terms. By using the Services, you consent to such processing.

12. Governing Law and Jurisdiction

These Terms are governed by Swiss law. Any disputes shall be subject to the exclusive jurisdiction of the courts of Zug, Switzerland.

13. General Provisions

- Entire Agreement: These Terms are the complete agreement between you and us.

- Severability: If one provision is unenforceable, others remain in effect.

No Waiver: Failure to enforce rights does not constitute a waiver.

14. Contact

If you have any questions, please contact us at:
info@andromeda-pay.com

Institutional OTC trading platform delivering secure, compliant and efficient execution for professional investors worldwide.