Client Terms and Conditions

Last updated: 28/07/2026

SUMMARY OF KEY CLAUSES

This summary is provided for convenience only and does not replace the full Terms below. In the event of any conflict, the full Terms prevail.

Who We Are: Portfolium X AG is a Swiss AG registered in Zug, VQF/SRO member no. 101323 and company registration number CHE-470.466.759. The Platform is operated as Klidi (KLIDI.io). Technology infrastructure is provided by PORTFOLIUM X LTD (Cyprus), a non-regulated entity.
Regulated Services: Crypto exchange (fiat↔crypto), crypto-to-crypto trading, custodial wallet services, and crypto payments/transfers. No investment advice, no margin trading.
Fees: Trading fees (spread/commission) and withdrawal/transfer fees apply. Full details in the Fee Schedule at KLIDI.io. Material fee changes notified 30 days in advance.
Custody: Client Digital Assets are held by a regulatory compliant Third-Party Custodian on a fully segregated basis, separate from Company assets. Currently, the Third-Party Custodian is represented by Fireblocks. Assets are not insured unless explicitly stated.
KYC/AML: All clients must complete identity verification. CHF 1,000 minimum threshold applies per VQF/AMLA rules. Blockchain analytics screening is performed on all incoming Digital Assets.
Security: You must enable 2FA, secure your credentials, and report any suspected compromise immediately to support@klidi.io.
Risks: Crypto is volatile. Transfers are irreversible. Wrong-rail transfers may result in permanent loss. Rate locks may expire. See full Risk Disclosure Statement.
Suspension/Termination: Immediate suspension for fraud/AML/sanctions concerns. 30 days notice for non-default terminations. Appeals available.
Complaints: Email compliance@klidi.io. Acknowledged within 2 Business Days; resolved within 15 Business Days (extendable to 35 for complex cases).
Governing Law: Swiss law; courts of Zug, Switzerland.

1. DEFINITIONS AND INTERPRETATION

IMPORTANT: These Terms must be read together with the following documents, all of which form an integral part of the agreement between the Client and the Company (together, the “Agreement Documents”): (i) the Risk Disclosure Statement; (ii) the Privacy Policy; (iii) the Fee Schedule; and (iv) the Cookie Policy; By accepting these Terms, the Client confirms that they have read, understood, and accepted all Agreement Documents. In the event of any conflict between these Terms and any other Agreement Document, these Terms shall prevail unless otherwise expressly stated.

The following definitions apply throughout these Terms and all Agreement Documents unless the context requires otherwise:

“Account” means the user profile and associated credentials registered on the Platform, together with any settings, verification status, and custodial balances or entitlements shown in the interface, subject to these Terms.
“Agreement Documents” has the meaning given in the introduction to this Clause 1.
“AML/KYC Policy” means the Company’s Anti-Money Laundering and Know Your Customer Policy, as amended from time to time, available on the Platform.
“AMLA” means the Swiss Federal Act on Anti-Money Laundering (Geldwäschereigesetz, GwG), as amended from time to time.
“AMLO” means the Swiss Anti-Money Laundering Ordinance (Geldwäschereiverordnung, GwV), the ordinance issued by the Swiss Federal Council implementing AMLA, as amended from time to time.
“Authorised User” means the single individual designated by a Corporate Client to access and operate the Account on its behalf, registered with and verified by the Company in accordance with Clause 23.
“Business Day” means a day other than Saturday, Sunday, or a public holiday in Zug, Switzerland, on which banks are generally open for business.
“Conflicts of Interest Policy” means the Company’s Conflicts of Interest Policy, available on the Platform.
“Cookie Policy” means the Company’s Cookie Policy, available on the Platform.
“Corporate Client” means a Client that is a legal entity, including companies, partnerships, foundations, and trusts.
“Custodial Services” means Services where the Company (via the Third-Party Custodian) holds or controls private keys and safeguards Digital Assets on the Client’s behalf in designated wallets, subject to segregation, security, legal holds, and these Terms.
“Digital Assets” means BTC (Bitcoin), ETH (Ethereum), and Stablecoins (including USDT, USDC and EURC), as may be updated by the Company from time to time on the Platform.
“Fee Schedule” means the schedule of fees and charges applicable to the Services, available at KLIDI.io, as amended from time to time.
“Fiat Currency” means government-issued currencies including Swiss Francs (CHF), Euros (EUR), and United States Dollars (USD).
“Fiat Leg” means any payment, deposit, withdrawal, or settlement in Fiat Currency executed via bank transfer, card payment, or other payment instrument.
“FINMA” means the Swiss Financial Market Supervisory Authority.
“Klidi” or “Platform” means the web-based platform operated at KLIDI.io through which the Services are provided. Where “Klidi” is used in a context that is directly or indirectly a regulated activity, it means Portfolium X AG.
“Liquidity Provider” means a third-party entity engaged by the Company to provide pricing and liquidity for the execution of Client transactions.
“MROS” means the Money Laundering Reporting Office Switzerland.
“nDSG” means the revised Swiss Federal Act on Data Protection (Datenschutzgesetz), as amended from time to time.
“Network Fees” means blockchain transaction fees required to process and confirm transactions on a network (e.g., gas, miner/validator fees), which are passed through to the Client and may vary based on network conditions.
“Non-Custodial Services” means Services that settle directly on-chain between wallets where the Client retains sole control of private keys, and the Company does not have access to or control over the Client’s private keys or funds.
“Partners” means third-party service providers engaged by the Company to deliver aspects of the Services, including payment service providers, KYC/AML providers, auditors, custodians, analytics and monitoring vendors, and Liquidity Providers.
“Payment Method” means bank transfer (SWIFT/SEPA) as available on the Platform.
“PEP” means a Politically Exposed Person as defined under AMLA and VQF Regulations.
“Personal Data” is any information that relates to an identified or identifiable individual or a legal entity under Swiss law and, limited to the EU domiciled clients, under the EU law (GPDR), such as name, contact details, account number, digital asset wallet, beneficial owner and controlling person.
“Privacy Policy” means the Company’s Privacy Policy, available on the Platform.
“Prohibited Jurisdiction” means the United States of America, Iran, Democratic People’s Republic of Korea (North Korea), Myanmar, and any other jurisdiction designated as high-risk, non-cooperative, or subject to international sanctions by OFAC, the UN, the EU, SECO, or FINMA, as updated by the Company on the Platform from time to time.
“Rail” means the specific blockchain network, protocol, or payment pathway used for transferring or processing Digital Assets.
“Rate Lock” means a quoted exchange rate valid for a defined period or until a set condition is met.
“Risk Disclosure Statement” means the Company’s standalone Risk Disclosure Statement, available on the Platform, which forms an integral part of these Terms.
“Services” means the products, features, and functionalities provided by the Company via the Platform, including crypto exchange (fiat↔crypto), crypto-to-crypto trading, Custodial Services, and crypto payments/transfers, as available in the Client’s jurisdiction.
“Slippage” means a difference between the displayed quote and execution price due to market movements or liquidity conditions.
“Stablecoins” means USDT (Tether),USDC (USD Coin) and EURC (EUR Coin).
“Third-Party Custodian” means the regulated third-party entity engaged by the Company to provide custody and safekeeping of Client Digital Assets on a segregated basis.
“Transaction” means any exchange, trade, transfer, deposit, or withdrawal of Digital Assets or Fiat Currency carried out through the Platform.
“U.S. Person” is a citizen or resident of the United States of America (USA), a partnership, corporation, company or association incorporated or organized in the USA or under the laws of the USA, or any estate other than a foreign estate, or any trust if a court within the USA is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust as well as any U.S. taxpayer (“U.S. Person[s]”). A resident of the USA is an individual that is not a citizen of the USA and who meets either the green card test or the substantial presence test for the calendar year.
“VASP” means Virtual Assets Service Provider.
“Wallet Screening Provider” means a third-party entity engaged by the Company to conduct blockchain analytics and risk-screening of wallet addresses.
“Wrong Rail” means sending a supported asset over an unsupported network, or sending an unsupported asset to a network or address.

2. ACCEPTANCE OF TERMS

2.1 By completing the registration and onboarding process on the Platform, the Client confirms that they have read, understood, and unconditionally accept: (i) these Terms; (ii) the Risk Disclosure Statement; (iii) the Privacy Policy; (iv) the Fee Schedule; and (v) all other Agreement Documents incorporated by reference herein. These documents together constitute the full agreement between the Client and the Company.

2.2 These Terms constitute a legally binding agreement between the Client and the Company. The Client must not use the Platform or Services if they do not accept these Terms.

2.3 The Company reserves the right to amend these Terms in accordance with Clause 29. Where material changes are made, the Client will be required to re-accept the Terms before continuing to use the Services. The Client may close their Account without penalty during the notice period if they disagree with any material changes.

2.4 Corporate Clients warrant that the individual completing the onboarding process has full authority to bind the corporate entity to these Terms.

2.5 Without limiting Clause 2.1, the Client specifically acknowledges and confirms the following:

Risk Disclosure Statement: The Client has read and understood the Risk Disclosure Statement, acknowledges the significant risks associated with Digital Assets, and accepts that the Company bears no liability for losses arising from those risks.
Privacy Policy: The Client has read and understood the Privacy Policy and consents to the collection, processing, and storage of their personal data as described therein, including the transfer of data to third-party service providers where necessary for the provision of the Services.
Fee Schedule: The Client has reviewed the Fee Schedule and accepts the fees and charges applicable to the Services, including trading fees, withdrawal fees, Network Fees, and any other charges as may be updated from time to time in accordance with Clause 29.

3. WHO WE ARE AND LICENSING

3.1 Regulated Entity — Portfolium X AG

Portfolium X AG is a company registered in Switzerland as an Aktiengesellschaft (AG), and registered address at Gubelstrasse 11, 6300 Zug, Switzerland. Portfolium X AG is a member of VQF, a Self-Regulatory Organisation (SRO) recognised by FINMA under AMLA. As a member of VQF – with VQF/SRO registration number 101323, Portfolium X AG is a Swiss financial intermediary within the meaning of Art. 2 para. 3 AMLA, and it is only subject to the application of the AMLA.

Portfolium X AG is the sole entity that provides regulated services available via the Klidi Platform (including fiat on/off-ramp, crypto exchange, and custody). Responsibility and accountability for all regulated activities rests exclusively with Portfolium X AG under the applicable regulatory framework. Your contract for regulated services is with Portfolium X AG.

Neither the Klidi Platform nor any information contained on it constitutes an offer of crypto-asset services within the meaning of Regulation (EU) 2023/1114 on markets in crypto-assets (MiCA) to persons located in the EEA.

3.2 Technology Provider — PORTFOLIUM X LTD (Non-Regulated)

PORTFOLIUM X LTD is a company registered in Cyprus (registration number HE 455660) that develops, provides, and maintains the software and digital infrastructure for KLIDI.io. PORTFOLIUM X LTD does not provide regulated financial services and does not act as a payment institution, electronic money issuer, or crypto-asset service provider. Your contract for regulated services is with Portfolium X AG, not PORTFOLIUM X LTD.

4. SCOPE OF SERVICES

4.1 Available Services

Subject to these Terms and successful completion of the onboarding process, the Company provides the following Services to eligible Clients:

Crypto Exchange: The purchase and sale of Digital Assets in exchange for Fiat Currency (fiat-to-crypto and crypto-to-fiat), including via regulated Partners for the Fiat Leg.
Crypto-to-Crypto Trading: The exchange of one Digital Asset for another Digital Asset as available on the Platform.
Custodial Services: The safekeeping of Client Digital Assets through a regulated Third-Party Custodian on a segregated basis, as further described in Clause 10.
Crypto Payments and Transfers: The facilitation of outbound and inbound transfers of Digital Assets to and from external wallet addresses, including acquiring services for Digital Assets (merchant acceptance, invoicing, and QR quotes with dynamic pricing). For the provision of Crypto Payments and Transfers Services the Section Travel Rule applies accordingly.
Fiat Deposits and Withdrawals: The Fiat Leg is provided either by the Company under authorisation or by a licensed Partner.

4.2 Service Limitations

4.2.1 The Company does not provide: (i) investment advice, portfolio management, or suitability/appropriateness assessments; (ii) margin trading or leveraged products; (iii) banking services or acceptance of public deposits; (iv) electronic money issuance; (v) securities dealing or asset management; (vi) staking services or yield products of any kind (any future offering of staking or yield products will be separately contracted and subject to separate terms). Nothing in these Terms or on the Platform constitutes financial, legal, or tax advice. The Company simply processes incoming orders and is not required to assess their suitability or appropriateness for the Client.

4.2.2 The Company does not accept deposits from the public. However, the company reserves the right to make use of the CHF 1’000’000 sandbox threshold (on concerned client fiat funds held by the Company at any given time) and/or the 60 days settlement period (for completion of client transaction instructions). In case the Company makes use of the CHF 1’000’000 sandbox threshold, the respective regulatory requirements as outlined are met. Every Client affected is informed and expressly accepts before the Company agrees to take the Client’s deposits:

That the Company is not regulated by FINMA
That the deposits are not covered by the Swiss depositor protection

To ensure that aggregate client fiat funds held by the Company do not exceed the CHF 1’000’000 sandbox threshold, and that no client fiat funds are held beyond the 60-day settlement period referenced above, the Company may, where either limit is at risk of being reached or exceeded, at its discretion draw on fiat balances that have remained inactive for 50 days, and either (i) return such balances to the Client’s designated bank account on file; or (ii) convert such balances into stablecoins and credit the Client’s segregated wallet.

4.2.3 Limitations regarding U.S. Persons: The Company generally does not offer the Services to U.S. Persons. The Client is obliged to inform the Company at least thirty (30) calendar days in advance in writing of any present or future circumstances which may cause the Client to be considered a U.S. Person. Clients should consult with their personal advisor to assess their potential classification as U.S. Persons.

4.3 Platform Access, Availability, and Service Interruptions

Service availability varies by jurisdiction and Client verification level. The Company reserves the right to modify, restrict, or discontinue any Service at any time for operational, regulatory, or compliance reasons. The Company will provide notice where reasonably practicable.

Access to the Platform may be impaired, delayed, or temporarily unavailable during periods of significant market volatility, unusually high transaction volumes, or other exceptional circumstances beyond the Company’s control. During such periods, the Client’s ability to initiate, modify, or complete Transactions may be restricted, and response times from the Company’s support team may be extended.

While the Company endeavours to provide continuous, uninterrupted access to the Platform and to process Transactions efficiently, the Company makes no guarantee of: (i) uninterrupted or error-free access to the Platform or the Client’s Account at any time; (ii) the execution or completion of any order or Transaction within any specific timeframe; (iii) the maintenance or recording of any open or pending orders during periods of downtime or disruption; or (iv) standard support response times during periods of high demand or technical incident.

The Company will make reasonable efforts to ensure that Transactions and requests for deposits, withdrawals, and exchanges are processed in a timely manner. However, processing times may be affected by factors outside the Company’s control, including blockchain network congestion, payment provider delays, regulatory holds, and third-party system outages. The Company shall not be liable for any loss arising from processing delays attributable to such factors.

The Company reserves the right to suspend access to the Platform at any time for the purposes of maintenance, repairs, upgrades, security patching, or development. Where practicable, the Company will endeavour to provide advance notice of scheduled maintenance via email or in-platform notification. The Company shall not be liable for any loss, missed opportunity, or inability to execute Transactions arising from planned or unplanned service interruptions, provided the Company has acted reasonably in the circumstances.

4.4 Fiat Currency Handling

Fiat Currency is not held directly by the Company but is managed through licensed financial institution Partners, ensuring compliance with applicable regulatory frameworks. Client accounts are not bank accounts, and fiat holdings are subject to the operational and regulatory practices of the designated fiat Partner.

4.5 Changing the Services

The Company reserves the right, at its sole discretion and where there is a valid reason to do so, to add, modify, suspend, or discontinue any aspect of the Services, the Platform, or any feature or functionality thereof, at any time. Valid reasons include but are not limited to: regulatory requirements, security concerns, technical necessity, commercial decisions, changes in third-party service provider arrangements, or the need to protect the integrity of the Platform or the interests of Clients generally.

Where a proposed change would materially impact the Client’s rights or the nature of the Services provided to them, the Company will endeavour to notify the Client in advance via the email address associated with their Account or via in-platform notification, to the extent required by applicable law and where circumstances permit.

The Client acknowledges that the availability of certain Services, Digital Assets, or features may vary over time and that the Company is under no obligation to maintain any particular Service, feature, or functionality indefinitely. The Company shall not be liable to the Client for any loss or inconvenience arising from the modification, suspension, or discontinuation of any Service, provided the Company has acted reasonably and in accordance with these Terms.

4.6 No Advice and No Reliance

Unless expressly stated otherwise, all Services provided by the Company are offered on a strictly non-advised basis. The Company does not provide, and nothing on the Platform, the Site, or in any communication from the Company constitutes or should be construed as, financial, investment, legal, tax, or any other form of professional advice. The Company does not assess, and is not required to assess, the merits, suitability, or appropriateness of any Service, Digital Asset, or Transaction for any individual Client.

The Client agrees not to rely on any statement, content, price data, market information, or communication made available through the Platform or otherwise attributed to the Company as a recommendation, guidance, or advice regarding any trade, investment, tax matter, or any other similar issue. Any information provided by the Company on the Platform is made available as a tool to assist the Client in making their own independent decisions and does not constitute investment advice of any kind.

The Company does not act, and shall not be deemed to act, as the Client’s bank, broker, intermediary, agent, financial adviser, or fiduciary in any capacity whatsoever, including in connection with the provision of the Services. The relationship between the Company and the Client is that of an arm’s-length service provider and customer only.

Save for the express terms and representations set out in these Terms, the Client acknowledges that they have not entered into this agreement in reliance on any statement, representation, warranty, or undertaking, whether written or oral, made by or on behalf of the Company, and that no such statement, representation, warranty, or undertaking forms part of these Terms or gives rise to any independent legal obligation on the part of the Company.

The Client is solely responsible for conducting their own independent research and due diligence before making any investment or trading decision. The Company strongly recommends that the Client seek independent professional advice from a qualified financial, legal, or tax adviser before using the Services.

5. ELIGIBILITY AND ONBOARDING

5.1 Eligibility Criteria

To use the Services and open an Account with the Company, the Client must meet all of the following eligibility conditions on an ongoing basis:

If the Client is an individual, they must be of legal age to form a binding contract in their jurisdiction of residence. In most jurisdictions this is 18 years of age, but the applicable age may differ depending on local law. The Client must not use the Services if they are below the legally required age in their jurisdiction.
If the Client is a legal entity, it must be duly organised, validly existing, and in good standing under the applicable laws of its jurisdiction of incorporation or organisation.
The Client must hold a current and valid email address, mobile phone number, and residential or registered street address, and must keep these details up to date on the Platform at all times.
The Client must have full legal capacity, power, and authority to enter into and perform their obligations under these Terms without violating any other agreement to which they are a party or any applicable law.
The Client must not have been previously suspended, restricted, or prohibited from using the Services or any similar financial services platform.
The Client must not already hold an active Account on the Platform, unless expressly approved by the Company.
The Client must not be located in, resident in, incorporated in, or operating from a Prohibited Jurisdiction.
The Client must not use VPN, Tor, or any other tool or method designed to disguise, mask, or misrepresent their true location in order to circumvent the Company’s geographic restrictions or eligibility criteria.
The Client must not be, and must not be acting at the direction of, on behalf of, or in any way connected to: (i) a terrorist, terrorist organisation, or any person or entity designated under applicable counter-terrorism legislation; (ii) any person or entity listed on any applicable sanctions list, including those issued by the United Nations, the United States (OFAC), the European Union, SECO (Switzerland), or any other competent sanctions authority; or (iii) any person ordinarily resident in, or any entity organised under the laws of, any jurisdiction subject to comprehensive or territory-wide sanctions imposed by the United Nations, the United States, the European Union, or Switzerland.
The Client must not be resident in, established in, or accessing the Services from the EEA or United Kingdom unless the Company has expressly determined that the relationship falls within a valid reverse solicitation exemption under applicable law.
The Client has to agree for ongoing PEP, AML and sanctions screening by the Company.

The Client must immediately notify the Company if they cease to meet any of the above eligibility conditions at any time. Failure to do so may result in immediate suspension or termination of the Account in accordance with Clause 21.

5.2 KYC/AML Verification

5.2.1 All Clients must register and complete identity verification (KYC/AML/CTF) to use the Services. This includes provision of identity documents, proof of address, source of funds declarations, and any other information the Company may request to ensure compliance with AMLA and VQF Regulations.

5.2.2 The Company conducts KYC/AML verification using both in-house procedures and third-party Partners. By accepting these Terms, the Client consents to the disclosure of their personal data to such Partners for identity verification, document authentication, AML screening, and ongoing transaction monitoring.

5.2.3 In accordance with VQF Regulations and AMLA, the Company applies a minimum KYC threshold of CHF 1’,000 for crypto and foreign exchange Transactions. All Transactions at or above this threshold require full KYC verification prior to execution. In the case of cash payments or the receipt of other anonymous means of payment for the sale or purchase of virtual assets, the Company will take technical precautions to prevent the threshold referred to in paragraph 1 from being exceeded by interconnected transactions within 30 days.

Nonetheless, the Company must identify the contracting party in any case where there is suspicion of possible money laundering or terrorist financing or where there is an obvious attempt to circumvent identification by spreading an amount over several transactions (smurfing).

5.2.4 EDD, including source of funds and source of wealth verification, will be applied to high-risk Clients, PEPs, and in any other circumstances required by law or VQF Regulations.
The Company may require at any time:

source of wealth
source of funds
tax documentation
supporting evidence

5.2.5 The Company performs blockchain transaction monitoring and analytics screening on all incoming Digital Assets using regulated third-party Partners. In the event that any Digital Assets are identified as associated with high-risk or tainted addresses, the Company is obligated to report such addresses and related assets to the competent authorities as required by law.

5.2.6 The Client must provide accurate, up-to-date information and promptly notify the Company of any material changes to their personal, financial, or legal circumstances. Corporate clients must especially notify right away:

ownership changes
UBO changes
directors changes
control changes

Failure to do so may result in suspension of the Account.

5.2.7 The Company reserves the right to refuse onboarding of any applicant, request additional information at any time, and restrict Services if information is not provided, without providing reasons, at its sole discretion.

5.2.8 The Company reserves the right to verify, re-verify, or further confirm a Client’s identity at any point during the lifecycle of an Account, including after onboarding has been completed. This may include the use of third-party verification Partners engaged by the Company for this purpose. Where the Company issues a request for identity verification or re-confirmation, the Client must respond fully and within the timeframe specified in that request. Failure to respond within the specified period will entitle the Company to suspend or restrict the Client’s Account until satisfactory responses are received, without liability to the Client for any resulting loss or inconvenience.

5.2.9 The Client warrants that all information submitted to the Company at any time is true, accurate, current, and complete, and that nothing material has been omitted or withheld. Any change in circumstances that renders previously provided information inaccurate must be notified to the Company promptly and without delay. Breach of this warranty entitles the Company to suspend or terminate the Account. For the Client’s full representations and warranties, see Clause 35.

5.3 PEP Declaration

The Client is required to inform the Company immediately if they are or become a PEP, or if any of their close relatives or associates are or become a PEP, as defined under AMLA and VQF Regulations.

5.4 Corporate Clients — Onboarding

Corporate Clients must provide valid and current corporate documentation, including certificates of incorporation, register of directors, register of shareholders, beneficial ownership declarations, and a valid power of attorney or equivalent authorisation for the individual completing onboarding. See Clause 23 for full Corporate Client requirements.

5.5 Travel Rule

5.5.1 In accordance with the FINMA Guidance 02/2019 concerning the travel rule requirements (“Travel Rule”), the Company has implemented a process to verify that Clients have the power of disposal over the external wallet address used for transfers to and from their Company accounts (“Proof-of-Access Process”). The Client acknowledges and agrees that the Company will only execute transfer requests to or from verified external wallet addresses (“Whitelisted Wallet Address[es]”).

5.5.2 Crypto Payments and Transfers – The Company shall process Crypto Payments and Transfers only where the originating and receiving wallet addresses have successfully completed the Company’s verification and compliance procedures. Such procedures may include verification of ownership, power of disposal, control, beneficial ownership, counterparty identity, regulated status, Travel Rule information, sanctions screening, source-of-funds verification, and any other measures the Company considers necessary to comply with applicable laws, regulations, self-regulatory standards, and internal compliance policies.

5.5.3 Transfers by the Client to a third-party exchange, custodian or hosted wallet may also be subject to a proof-of-access process implemented by a third-party provider. In such cases, the withdrawal process is not within the Company’s full control. The Company may share Travel Rule data with other properly regulated VASPs.

6. ACCOUNT

6.1 Upon successful completion of the onboarding process, the Company will open an Account on the Platform in the Client’s name.

6.2 Each Account is strictly personal to the Client. Accounts may not be transferred, assigned, or shared, except where an Authorised User is registered in accordance with Clause 23. One Account per person or entity is permitted unless otherwise approved by the Company for business structures. If the Company identifies duplicate Accounts, it reserves the right to suspend, merge, or terminate the duplicate Account(s) without prior notice.

6.2A Ownership of Digital Assets: The Client owns and controls the Digital Assets held in their Account. As the beneficial owner, the Client bears all risk of loss associated with those assets, including risks relating to price fluctuations, liquidity, operational, regulatory, and technical factors. The Company has no proprietary interest in Client Digital Assets held in the Account. Subject to outages, downtime, and applicable compliance policies, the Client may withdraw their Digital Assets at any time by sending them to an external blockchain address in accordance with these Terms.

6.3 The Client is solely responsible for protecting and securely managing all credentials used to access their Account, including passwords and two-factor authentication (2FA) details. The Company is entitled to rely on instructions received through the Account as being authorised by the Client.

6.4 If the Client suspects that their Account or any security details have been compromised, or becomes aware of any fraudulent activity or security incident, they must immediately notify Support at support@klidi.io and provide accurate and up-to-date information throughout the incident to facilitate its resolution. The Client may be responsible for losses resulting from a failure to notify the Company in a timely manner, but only to the extent that such failure caused or materially contributed to those losses. The Client will not be responsible for losses to the extent they were caused by the Company’s fraud, wilful misconduct, gross negligence, breach of applicable law, failure to implement reasonable security measures, or defective authentication or access-control systems.

6.5 The Client is responsible for regularly monitoring and reviewing their Account activity, including transaction history, balances, instructions, withdrawals, deposits, and any other Account-related activity, and for notifying the Company without undue delay of any unauthorised, suspicious, or incorrect activity.

6.5.1 If the Client fails to notify the Company within a reasonable time after becoming aware, or after they should reasonably have become aware, of unauthorised or suspicious Account activity, the Client may be liable for losses that could reasonably have been prevented by timely notification.

6.5.2 Liability for any unauthorised activity, damages, or losses will be allocated according to the respective fault of the Client and the Company. Nothing in these Terms excludes or limits the Company’s liability for losses arising from its fraud, wilful misconduct, gross negligence, breach of mandatory law, failure to maintain reasonable security controls, or defective authentication, verification, or access-control systems..

6.6 Where the Client grants express permission to a third party to access their Account, the Client acknowledges that granting such permission does not relieve them of any responsibilities under these Terms. The Client may be liable for acts, omissions, instructions, transactions, or other activity carried out by a third party using the Client’s Account access, but only to the extent that such activity was authorised by the Client or resulted from the Client’s fraud, wilful misconduct, negligence, breach of these Terms, or failure to comply with applicable security obligations. For the Fiat Leg, where services are provided by EU-regulated partners and applicable payment services law, including PSD2 or its national implementing legislation, allocates liability differently, the liability allocation required under such mandatory law will apply.

6.7 Dormant Accounts: In the event that there has been no activity in an Account for a period of five (5) years, or as otherwise prescribed by applicable law, the Company reserves the right to treat any remaining Digital Assets or Fiat Currencies as unclaimed property. The Company will make reasonable efforts to notify the Client prior to any action. If the Client does not respond within a reasonable timeframe, the Company may report the unclaimed assets to the relevant authorities as required by law and may apply applicable administrative fees.

7. SECURITY MEASURES AND RESPONSIBILITIES

7.1 Company Measures

The Company supports two-factor authentication (2FA), encryption in transit and at rest, address whitelisting, session controls, and anomaly monitoring capabilities. The Company operates incident response procedures and will notify affected Clients and regulators without undue delay following a personal data breach where legally required.

7.2 Client Responsibilities

The Client must: (i) enable and maintain 2FA on their Account; (ii) secure all devices used to access the Platform (including applying updates and anti-malware protection); (iii) keep credentials strictly confidential; (iv) use address whitelisting where available; and (v) access the Platform only from secure networks. The Client remains accountable for all activities conducted under their Account, regardless of awareness.

7.3 Multiple Devices

The Client may access their Account from multiple devices. It is the Client’s sole responsibility to ensure that all such devices are properly secured.

7.4 Security Incidents

The Company will provide guidance on protective steps and remediation following a security incident where permitted by law. Compensation is not guaranteed and is subject to the liability terms in Clause 21 and any applicable insurance.

8. DEPOSITS, WITHDRAWALS, AND PROCESSING

8.1 Fiat Deposits and Withdrawals

8.1.1 Clients may deposit and withdraw Fiat Currency via bank transfer (SWIFT/SEPA), as available on the Platform. The Company reserves the right to modify available Payment Methods at any time.

8.1.2 When making fiat transfers, the Client must include the reference number provided on the Platform. Failure to include the correct reference number may result in delays, rejection, or non-execution of the transaction. Incoming or outgoing fiat transfers with mismatched IBANs may be rejected, refunded, or frozen for further examination.

8.1.3 Fiat withdrawals will only be processed to bank accounts or cards held in the Client’s own name. The Company reserves the right to request documentary evidence of account ownership.

8.1.4 Unclaimed Fiat: If fiat funds are returned to the company and can no longer be attributed to a customer after reasonable efforts, they can be deposited into blocked accounts. If these funds are not collected for 30 days, they will be considered abandoned and the company may retain them until identification or transfer them in accordance with applicable legal requirements.

8.2 Digital Asset Deposits and Withdrawals

8.2.1 Digital Asset deposits and withdrawals are processed on the relevant Blockchain network. Transaction times are subject to network confirmation times and are outside the Company’s control.

8.2.2 The Client is solely responsible for providing accurate wallet addresses for Digital Asset withdrawals. Blockchain transactions are irreversible once broadcast to the network. The Company shall not be liable for any loss resulting from an incorrect wallet address or Wrong Rail transfer provided by the Client.

8.2.3 Wrong Rail: If the Client sends an asset over an unsupported network or sends an unsupported asset to a network or address, funds may be irrecoverable. The Company is not responsible for loss due to Wrong Rail transfers.

8.2.4 The Company only supports the Digital Assets and networks listed on the Platform. Do not send unsupported assets to your Account address, as such assets may be permanently lost.

8.3 Processing Times and Limits

8.3.1 Indicative processing times for deposits, withdrawals, and exchanges are published on the Platform. These timeframes are not guaranteed. Transaction limits vary by verification level, jurisdiction, asset, and risk profile. The Company may adjust limits or apply hold periods for security and compliance purposes, acting in good faith and proportionately.

8.3.2 The general opening hours for the provision of the Services are Monday to Friday between 9:00 am and 5:00 pm Central European Time (CET) and Central European Summer Time (CEST) respectively, excluding Saturdays and Sundays and public holidays of the Swiss Confederation and of the Canton of Zug, unless otherwise communicated or subject to a special agreement with the Client.

8.4 Transaction Confirmations and Statements

Upon execution of each Transaction, the Company will provide the Client with a transaction summary including: transaction type; date and time (UTC); quantity of Digital Assets; fiat amount; price per Digital Asset; total fees; and transaction status. Clients may access downloadable account statements at any time through their Account dashboard, showing cumulative amounts transacted, average exchange prices, and total fees incurred.

The Client must review their transaction history and account statements regularly. If the Client believes that an account statement contains any errors or inaccuracies, they must notify the Company in writing within thirty (30) Days from the date of the transaction. If no notification is received within this timeframe, the transaction will be deemed accepted and finalised by the Client.

9. FEES AND CHARGES

9.1 The Company charges fees for the provision of its Services as set out in the Fee Schedule, available at KLIDI.io. Fees applicable to each Service are specified in the Fee Schedule and may vary depending on the type of Transaction, Payment Method, Client verification level, and applicable jurisdiction. Applicable fees include trading/exchange fees (spread or commission), withdrawal/transfer fees, and Network Fees (blockchain fees passed through to the Client and shown where possible before confirmation).

9.2 The Company reserves the right to amend its fees at any time at its sole discretion, subject to the notice requirements set out in Clause 29. Material fee increases will be notified to all Clients at least 30 days in advance via email and/or in-platform notification. All other fee changes may take effect upon publication on the Platform. It is the Client’s sole responsibility to review and remain aware of the current applicable fees before initiating any Transaction. Continued use of the Services following notification of a fee change constitutes acceptance of the updated fees.

9.3 All fees are exclusive of any applicable taxes, duties, or levies unless otherwise expressly stated. The Client is solely responsible for any tax obligations arising from their use of the Services. The Company does not provide tax advice.

9.4 Fees must be paid exclusively through the payment procedures made available via the Platform. Any attempt to settle fees through any other means will be rejected. Unless otherwise agreed in writing, all fees arising in connection with the provision of the Services are due and payable immediately upon execution of the relevant Transaction and will be automatically deducted from the Client’s Account. By executing a Transaction, the Client authorises the Company to deduct the applicable fee.

9.5 If the Client has insufficient Digital Assets or Fiat Currency in their Account to cover the applicable fee at the time of a Transaction, the Company reserves the right to suspend the Client’s access to the Services, and any pending Transaction may be rejected or cancelled without liability to the Company. The Client must ensure that sufficient funds are maintained in their Account at all times to cover fees associated with intended Transactions.

9.5A In the event that the Client breaches these Terms, is subject to insolvency or bankruptcy proceedings, or is otherwise unable to meet their financial obligations to the Company, all outstanding fees, charges, and other amounts owed by the Client to the Company shall become immediately due and payable in full without further notice or demand. The Company may set off any such amounts against Digital Assets or Fiat Currency held in the Client’s Account in accordance with Clause 9.7.

9.6 The Company uses Liquidity Providers to source pricing and liquidity for Client Transactions. Prices displayed on the Platform may include a spread incorporating the Company’s fee. Clients should note that prices quoted reflect the Company’s own pricing model and may not represent the best available market price. For the distinction between indicative and dealing prices, see Clause 17.1.

9.7 Security Interest: The Client grants the Company a security interest over Digital Assets and Fiat Currencies held in their Account as collateral for the Client’s obligations under these Terms. In the event of default or failure to meet obligations, the Company may set off amounts owed to it against assets in the Client’s Account.

9.8 Dust Deduction: The Company reserves the right, at its sole discretion, to periodically deduct Digital Assets from Accounts that fall below the minimum exchange threshold, in case the Client does not top up the assets to reach the minimum exchange threshold within 30 days. Such deductions are subject to prior notice. Clients acknowledge that amounts deducted under this provision are assimilated to account-maintenance fees and will not be recoverable.

9.9 Network Fees are passed through to the Client at cost and will be displayed where possible before Transaction confirmation. Network Fees are subject to change based on blockchain network conditions and are outside the Company’s control.

10. CUSTODY AND SAFEKEEPING OF DIGITAL ASSETS

10.1 Custodial Services

The Company provides Custodial Services for Client Digital Assets through a regulatory compliant Third-Party Custodian. The Client retains beneficial ownership of all Digital Assets held in custody. The Company has no proprietary interest in Client Digital Assets. Currently, the Third-Party Custodian is represented by Fireblocks. The Company reserves the right to change custodians while disclosing the current custodian on the KLIDI.io Platform.

10.2 Segregation

10.2.1 Client Digital Assets are held on a segregated basis, separate from the Company’s own assets and from the assets of other Clients. The Company undertakes to keep such Digital Assets in type and number available for the Client at all times as well as attributable to the Client on client-specific addresses. Client Digital Assets held in custody are recorded off the Company’s balance sheet and are not available to the Company’s creditors, subject to applicable law, court orders, and accounting standards. Local variations may apply and will be disclosed where relevant.

10.2.2 In the event of opening of bankruptcy proceedings against the Company, the Digital Assets of the Client held in Segregated Custody are secured by the Client’s claims against the bankruptcy estate of the Company to hand over the respective Crypto Assets based on the Swiss Debt Collection and Bankruptcy Act.

10.3 Wallet Architecture

10.3.1 The Company (via the Third-Party Custodian) may use a combination of hot (online) and cold (offline) storage with appropriate security and access controls. On-chain addresses are maintained on a per-customer basis with internal ledgers and regular reconciliations.

10.3.2 The Company may use omnibus wallets to hold Clients’ assets only for settlement purposes after a transfer instruction is given. The Company will implement systems to track individual entitlements.

10.3.3 Where omnibus wallets are used, the Client agrees that redelivery rights are not necessarily for the same Digital Assets but for an equal amount of the same protocol.

10.4 Standard of Care

The Company will use commercially reasonable care and industry-standard controls to safeguard custodial assets and maintain accurate records. The Company acts as custodian, not investment adviser. For custodial services, private keys or key shards are held by the Company or authorised providers with equivalent controls. Transfers from custodial wallets require multi-factor approvals, role-based access, and transaction policies intended to prevent unauthorised movement.

10.5 Third-Party Custodian

The Company exercises due care in the selection and ongoing monitoring of the Third-Party Custodian. The Company is implementing a procedural framework to reduce counterparty default risks and remains the point of contact for all custody-related queries. Notwithstanding this, the Company shall not be liable for any loss of Client Digital Assets arising from the acts, omissions, insolvency, or failure of the Third-Party Custodian, except in cases of the Company’s own gross negligence, negligent selection, negligent supervision or wilful misconduct. The Client acknowledges that when it uses a service of a crypto service provider, such as a crypto custodian or execution venue, Digital Assets may carry the Default Risk of the respective counterparty.

10.6 Non-Custodial Services

In Non-Custodial Services, the Client controls private keys and signs transactions directly. The Client is responsible for destination details and Network Fees. The Company does not hold or access Client assets in non-custodial flows.

10.7 Withdrawals from Custody

The Client may request withdrawals of supported assets at any time, subject to outages, compliance checks, and network conditions. Upon a Client’s valid request, the Company will return Digital Assets or means of access without delay, provided there are no outstanding orders, compliance holds, legal holds, or court orders. The Company may delay or restrict withdrawals to comply with law, sanctions, AML/CTF requirements, or to investigate suspected fraud. The Section Travel Rule applies accordingly.

10.8 Supported Assets, Unsupported Assets, and Ending Support

The Client must not attempt to use the Services in connection with any Digital Asset, network, or Fiat Currency that is not expressly supported by the Company on the Platform. It is the Client’s sole responsibility to verify, prior to initiating any Transaction, which Digital Assets, networks, and Fiat Currencies are currently supported. The list of supported assets and networks is published on the Platform and may be updated from time to time.

If the Client sends, deposits, or attempts to transfer a Digital Asset that is not supported by the Company, or uses an unsupported network or protocol to transfer a supported asset, such assets may be permanently and irrecoverably lost. In such circumstances, the Company shall bear no liability whatsoever for the loss and is under no obligation to attempt to identify, recover, or return such assets. Any attempt by the Company, in its sole discretion, to identify and return unsupported assets shall not create any precedent or ongoing obligation to do so in the future, and the Company reserves the right to deduct a recovery fee from the assets returned to cover its reasonable costs.

The Company reserves the right, at its sole discretion, to cease support for any Digital Asset, network, or Fiat Currency at any time. Where the Company decides to end support for a Digital Asset or Fiat Currency, the Company may take any or all of the following actions as it considers necessary:

cancel any pending orders involving the affected asset;
require the Client to withdraw or transfer their holdings of the affected Digital Asset or Fiat Currency from their Account within a reasonable period specified by the Company;
convert or exchange the affected assets into another supported Digital Asset or Fiat Currency at the then-prevailing market rate, where the Client has not taken action within the specified period; or
restrict, suspend, or disable deposits, withdrawals, or trading in respect of the affected asset pending its removal from the Platform.

The Company will endeavour to provide the Client with reasonable advance notice of the discontinuation of support for any Digital Asset or Fiat Currency, where circumstances permit. The Company shall not be liable for any loss arising from the discontinuation of support for any asset, provided it has acted reasonably in doing so.

In the event of a blockchain fork, the Company may freeze Transactions involving the affected asset pending a decision on which version to support. The Company reserves the right to assess and determine, in its sole discretion, whether to support any forks, airdrops, or other protocol events. The Company may charge a service fee or decline to participate in airdrops on behalf of Clients, and shall bear no liability for any decision made in this regard.

10.9 Digital Asset Events

10.9.1 It is the Client’s sole responsibility to monitor the Crypto Asset markets and ecosystems regarding certain events, including, but not limited to, airdrops and forks (“Digital Asset Event[s]”).

10.9.2 It is within the responsibility of the Client to obtain information about Digital Asset Events and to initiate respective withdrawals from the Company well in advance to participate in such Digital Asset Events. The Company has no duty to inform the Client of any Digital Asset Events.

10.9.3 The Client acknowledges and agrees that the Company may, in its sole discretion, decide on whether or not to support Digital Assets originating from Digital Asset Events, whether for technical, operational, commercial, legal or other reasons. The Client acknowledges and agrees that the successful implementation of such a support is not guaranteed and may take time for technical, operational or any other reason.

10.9.4 If the Company decides not to support Digital Assets originating from Digital Asset Events, the Client has no right to receive the Digital Assets concerned, to get compensated for damages, lost profit or for any other kind of compensation from the Company.

10.9.5 If the Company decides to support Digital Assets originating from Digital Asset Events, the Company has the right, but no obligation, to convert Digital Assets originating from Digital Asset Events at any time into fiat currencies and pay out the equivalent in fiat currency to the Client. Moreover, one-time support shall not constitute an entitlement for future support of Digital Assets originating from Digital Asset Events. The Client has at no time any rights to the Digital Assets originating from Digital Asset Events.

10.9.6 The Company shall have the sole discretion how to process the distribution of Digital Assets originating from Digital Asset Events, considering the particularities of the underlying blockchain, protocols and smart contracts.

10.9.7 The Company may charge the Client a fee for processing Digital Asset Events, in particular as a percentage of the claimed Digital Asset amount or as an absolute amount.

10.10 Insurance

Unless explicitly stated otherwise on the Platform, custodial Digital Assets are not insured. Any insurance in place may have exclusions and limits, may cover the Company rather than the Client directly, and may exclude certain events.

11. TRANSACTION EXECUTION

11.1 All Transactions are executed at the price displayed on the Platform at the time of order placement. Prices are derived from the Company’s Liquidity Provider(s) and are subject to market fluctuation. The price for Transactions is set by the Company per its policies; Clients cannot customise execution parameters.

11.2 Rate Locks: Where a Rate Lock is offered, the quoted rate is valid for a defined period or until a set condition is met. Expired Rate Locks will be repriced at the then-current market rate.

11.3 Slippage: Small price movement tolerance may apply. If slippage exceeds the applicable tolerance, the Company may cancel and re-quote. Orders may be processed on a first-in, first-out (FIFO) basis when multiple orders are executed simultaneously.

11.4 Once a Transaction has been confirmed and submitted by the Client, it is binding and cannot be cancelled or amended, except where the Company exercises its rights under Clause 13.

11.5 The Company does not provide best execution obligations in the regulatory sense. Prices quoted reflect the Company’s own pricing model derived from its Liquidity Provider(s) and may not represent the best available market price. For the full No Advice and No Reliance provisions, see Clause 4.6.

12. THIRD-PARTY SERVICE PROVIDERS

12.1 In providing the Services, the Company engages regulated and carefully selected Partners, including but not limited to:

Third-Party Custodian: for the safekeeping of Client Digital Assets (see Clause 10);
KYC/AML Verification Providers: for identity verification, document authentication, and onboarding screening;
AML auditors;
Wallet Screening Providers: for blockchain analytics, transaction monitoring, and wallet risk-scoring;
Liquidity Providers: for sourcing pricing and liquidity for Client Transactions;
Payment Service Providers / Electronic Money Institutions: for processing the Fiat Leg of Transactions.

12.2 Certain Services (e.g., fiat legs, custody, analytics) may be provided by Partners. The Client’s use of such Partner services may be subject to additional Partner terms. The Company is not responsible for the acts or omissions of Partners unless required by law.

12.3 All Partners are contractually bound to comply with applicable data protection laws, confidentiality obligations, and regulatory requirements. The Company does not disclose Client data beyond what is necessary for the performance of the Services or as required by law.

12.4 By accepting these Terms, the Client consents to the necessary transfer and processing of their personal data by Partners as described in the Privacy Policy.

12.5 The Company remains responsible for the selection and supervision of Partners and shall not seek to avoid its compliance obligations by virtue of such delegation.

13. TRANSACTION CONTROLS AND ACCOUNT MEASURES

13.1 The Company reserves the right, at its sole discretion and without prior notice to the Client, to:

Reverse or cancel any Transaction executed as a result of a technical error, system malfunction, or manifest pricing error;
Delay, block, or reject any Transaction flagged as suspicious or high-risk by the Company’s compliance systems or Wallet Screening Provider;
Freeze or restrict a Client Account pending investigation of suspected fraud, money laundering, terrorist financing, or other unlawful activity;
Suspend a Client Account where required by law, court order, regulatory authority, MROS, or VQF instruction.

13.2 Any suspension or restriction will be proportionate to the risk identified. The Company will provide notice where legally permissible and will use reasonable efforts to restore access as soon as the basis for the action is resolved.

13.3 The Company shall not be liable for any loss, cost, or damage suffered by the Client as a result of measures taken in good faith pursuant to this Clause 13.

14. AML/CFT COMPLIANCE

14.1 The Company is subject to AMLA and is supervised by VQF as a recognised SRO. The Company applies rigorous AML and Counter-Financing of Terrorism (CFT) controls in accordance with AMLA, VQF Regulations, and applicable FINMA guidance.

14.2 The Company conducts ongoing monitoring of Client Transactions and may request additional information or documentation at any time to fulfil its compliance obligations, including updated KYC documentation, source of funds declarations, and beneficial ownership information.

14.3 The Company uses Wallet Screening Providers to conduct blockchain analytics and risk-scoring of wallet addresses. By accepting these Terms, the Client consents to the screening of their wallet addresses. The Company reserves the right to block, delay, or reject any Transaction involving a wallet address that returns an elevated risk score.

14.4 The Company is legally obliged to report suspicious transactions to MROS without informing the Client (tipping-off prohibition under AMLA Art. 10a). The Company will not be liable for any loss arising from actions taken in compliance with its reporting obligations.

14.5 The Client warrants that: (i) all funds and assets used through the Platform are from legitimate sources; (ii) they are not acting on behalf of any undisclosed third party; and (iii) their use of the Services does not violate any applicable law or sanctions regime.

15. ACCEPTABLE USE AND PROHIBITED ACTIVITIES

15.1 The Client must not use the Platform or Services for any of the following purposes:

Any activity that violates applicable laws or regulations, including AMLA, AMLO, or any applicable sanctions regime (OFAC, UN, EU, SECO);
Money laundering, terrorist financing, proliferation financing, sanctions evasion, or any activity related to proceeds of crime;
Market manipulation, wash trading, spoofing, layering, pump-and-dump schemes, exploiting latency, or any other form of market abuse;
Fraud, identity theft, impersonation, or any unauthorised use of a third party’s credentials or payment methods;
Access from or on behalf of clients in Prohibited Jurisdictions, or using VPN/Tor to circumvent geo-restrictions;
Interfering with, bypassing, or circumventing the Platform’s technology, security measures, or compliance controls (including uploading malware or scraping without permission);
Infringing intellectual property, privacy, or other proprietary rights of the Company, its users, or third parties;
Encouraging or enabling others to engage in any of the above prohibited activities.
Access or use the Platform, its data, pricing information, or any content for the purpose of developing, supporting, or operating any product or service that competes, directly or indirectly, with the Services offered by the Company.
Remove, alter, obscure, or tamper with any trademark, copyright notice, disclaimer, or other intellectual property or proprietary rights notice displayed on or forming part of the Platform or its content.
Use any information received about another Client through the Platform for any purpose other than completing the relevant Transaction. All information about other Clients must be treated as strictly confidential and must not be disclosed to any third party or used to send unsolicited communications of any kind.

15.2 Violations of this Clause 15 entitle the Company to immediately suspend or terminate the Client Account, freeze assets pending investigation, and report the matter to MROS or any other relevant authority, without liability to the Client.

16. RISK DISCLOSURES

16.1 The Company has prepared a comprehensive standalone Risk Disclosure Statement, which forms an integral part of these Terms. The Client confirms that they have read, understood, and accepted the Risk Disclosure Statement prior to using the Services. The Risk Disclosure Statement is available on the Platform at all times.

16.2 Without limiting the Risk Disclosure Statement, the Client specifically acknowledges the following key risks:

Market / Volatility Risk: Digital Asset prices are subject to extreme volatility. Quotes may differ at execution due to market movements. The Client may lose all or part of the value of their assets.
Irreversibility Risk: Most Digital Asset transfers are irreversible. Errors (including sending to incorrect addresses) or Wrong Rail transfers may result in permanent loss of funds.
Custody and Technology Risk: Digital Assets and accounts are susceptible to hacking, phishing, credential compromise, smart contract vulnerabilities, and other cyber threats.
Counterparty Default Risk: When a client uses a service of a crypto service provider, Digital Assets may carry the default risk of the respective counterparty. Default Risk is the possibility that a counterparty will not be able to fulfill their debt obligations. For example, execution venues may not be able to honor withdrawal or settlement requests from their clients.
Third-Party Custodian Risk: The Company relies on a Third-Party Custodian whose failure or insolvency could affect the availability of Client assets.
Regulatory Risk: The regulatory status of Digital Assets may change, potentially restricting, taxing, or prohibiting the Services in certain jurisdictions.
Liquidity Risk: Digital Assets may have limited market liquidity, which can make buying or selling at desired prices difficult, especially during high volatility or market disruptions.
Service Interruption Risk: Interruptions, delays, or failures in the Platform or third-party systems may prevent access to or use of Digital Assets.

16.3 The Company does not provide investment, legal, accounting, or tax advice in connection with the Services. The Client is solely responsible for understanding and complying with their tax obligations. See Clause 4.6 for the full No Advice and No Reliance provisions.

16.4 For Platform availability, processing times, and service interruption provisions, see Clause 4.3.

17. VOLATILITY, RATE LOCKS, AND EXECUTION DISCLOSURES

17.1 Indicative prices displayed on charts and in the Platform interface are for informational purposes only and may differ from the definitive price applied at the time of order confirmation. The Company does not guarantee that indicative prices will be executable. For Rate Lock and Slippage provisions, see Clause 11.2 and 11.3. For Wrong Rail transfer risks, see Clause 8.2.3.

17.2 Rate Locks may be offered for a limited duration. Expired Rate Locks are repriced at the then-current market rate. Slippage may apply; if slippage exceeds the applicable tolerance, the Company may cancel and re-quote. The Client must verify the correct network and asset before confirming any Transaction, see Clause 8.2.3 for Wrong Rail transfer risks.

18. LIABILITY AND INDEMNIFICATION

18.1 Limitation of Liability

18.1.1 The Company shall provide the Services to the Client with customary duty of care.

18.1.2 The Company shall only be liable for intentional or gross negligent behaviour and excludes all liability for any damages, losses and lost profit to the extent permitted by law. Any liability of the Company for indirect or consequential damages, including loss of profit, is excluded.

18.1.3 To the maximum extent permitted by applicable Swiss law, the Company shall not be liable for:

Any loss arising from the acts, omissions, insolvency, or failure of the Third-Party Custodian;
Any loss arising from market volatility, price fluctuations, or changes in the value of Digital Assets;
Any loss arising from Platform downtime, technical failures, system errors, cyberattacks, or interruptions to third-party infrastructure;
Any loss arising from errors made by the Client, including incorrect wallet addresses, Wrong Rail transfers, or failure to follow Platform instructions;
Any loss occurring due to the fact that the Client has not complied with the requirements of the Proof-of-Ownership Process pursuant to Section Travel Rule;
Any loss resulting from an investigation performed based on regulatory provisions applicable for the Company or based on the instruction of competent authorities.
Any loss arising from the acts or omissions of Partners, unless required by applicable law;
Indirect, consequential, special, or punitive damages of any kind.

18.2 Liability Cap

To the extent permitted by law, the Company’s aggregate liability for claims arising out of or relating to the Services in any twelve-month period is limited to the total fees paid by the Client to the Company for the Services in that period. In the event of loss of Digital Assets held under Custodial Services, the Company’s liability as custodian is capped at the market value of the Digital Assets in CHF at the time of the loss.

18.3 Contributory Fault

In cases of contributory fault (mitwirkendes Verschulden), liability shall be apportioned between the parties based on their respective degrees of fault, in accordance with Article 44 of the Swiss Code of Obligations. If both the Company and the Client are found to have contributed to a loss, liability will be determined proportionately, reflecting their respective responsibilities.

18.4 Retained Liability

Notwithstanding the limitations above, the Company retains liability for: (a) safeguarding Client Digital Assets under Custodial Services; (b) accuracy in order execution; (c) processing of deposits and withdrawals; (d) implementation of adequate security measures; (e) compliance with AML/KYC regulations; (f) transparency in the disclosure of fees and risks; and (g) protection of personal data in accordance with applicable data protection laws. In instances of gross negligence, fraud, or willful misconduct, the Company remains liable for damages arising from breaches of these obligations. The Best Execution Policy applies correspondingly.

18.5 No Exclusion of Statutory Rights

Nothing in these Terms excludes or limits the Company’s liability for death or personal injury caused by its negligence, fraud, or fraudulent misrepresentation, or any other liability that cannot be excluded or limited under Swiss law. These Terms do not affect rights that cannot be excluded under applicable consumer protection law.

18.6 Indemnification

The Client agrees to indemnify, defend, and hold harmless the Company, its directors, officers, employees, agents, and Partners from and against any claims, losses, damages, liabilities, costs, and expenses (including legal fees) arising from: (i) the Client’s use of the Services; (ii) any breach of these Terms by the Client; (iii) any violation of applicable law by the Client; or (iv) any fraud or wilful misconduct by the Client.

18.7 Costs of Enforcement

To the extent permitted by applicable Swiss law, the Client shall bear all reasonable costs and expenses incurred by the Company in enforcing its rights against the Client, including reasonable legal fees, court costs, and any regulatory fines or penalties directly attributable to the Client’s conduct or breach of these Terms. This obligation survives the termination or expiry of these Terms.

19. DATA PROTECTION AND PRIVACY

19.1 The Company processes Client personal data in accordance with the revised Swiss Federal Act on Data Protection (nDSG) and as further described in the Privacy Policy, which forms an integral part of these Terms. Where the Client is resident in the EU/EEA, the GDPR may additionally apply to the processing of their personal data.

19.2 By accepting these Terms, the Client consents to the collection, processing, and storage of their personal data for the purposes of: (i) providing the Services; (ii) complying with legal and regulatory obligations (including AML/KYC and VQF requirements); (iii) fraud prevention and security; and (iv) marketing communications, where the Client has given explicit opt-in consent.

19.3 The Company may transfer Client personal data to Partners located within or outside Switzerland, subject to appropriate data protection safeguards as required by the nDSG (and GDPR where applicable), including Adequacy Decisions, Standard Contractual Clauses, and supplementary measures.

19.4 Marketing Communications: The Company may send promotional communications to Clients who have given their explicit opt-in consent. Clients may withdraw their consent at any time by following the unsubscribe instructions in any marketing communication or by contacting the Company at compliance@klidi.io.

19.5 Clients have rights under the nDSG including rights of access, rectification, erasure, and objection, subject to applicable legal limitations. Please refer to the Privacy Policy for further details.

19.6 Record Retention: The Company may retain records for at least the legally required period for:

AML purposes
legal obligations
audit requirements

20. INTELLECTUAL PROPERTY

20.1 All intellectual property rights in and to the Platform, including its software, design, content, trademarks, logos, and branding, are and shall remain the exclusive property of the Company (Portfolium X AG) or its licensors (including PORTFOLIUM X LTD as technology provider).

20.2 The Company grants the Client a limited, non-exclusive, non-transferable, revocable licence to access and use the Platform solely for the purpose of using the Services in accordance with these Terms. The Client may not modify, reproduce, distribute, transmit, publicly display, create derivative works from, or otherwise exploit any intellectual property of the Company without prior written consent.

20.3 By submitting any feedback, comments, or suggestions regarding the Platform, the Client grants the Company the right to use such feedback for any purpose without restriction or payment to the Client.

20.4 Upon termination of these Terms, any licence granted to the Client to use the Platform shall immediately cease.

21. ACCOUNT SUSPENSION AND TERMINATION

21.1 Immediate Suspension

The Company may suspend or restrict the Client’s Account without prior notice if it suspects fraud, unauthorised access, sanctions/AML concerns, security risks, or where required by legal process. Any suspension will be proportionate to the risk identified. The Company will provide notice where legally permissible and will use reasonable efforts to restore access as soon as the basis for the action is resolved.

21.2 Termination by the Client

The Client may close their Account at any time by following the Account closure instructions on the Platform or by contacting support@klidi.io. Upon termination, all rights and licences granted to the Client under these Terms shall immediately cease. The Company will assist the Client in withdrawing available balances to a verified account or address within 10 Business Days, subject to compliance checks and commercially reasonable efforts.

21.3 Non-Default Termination by the Company

For suspensions or terminations not related to Client breach, legal/regulatory risk, or voluntary termination, the Company will aim to provide at least 30 days prior notice to all Clients. Examples of non-default termination include: strategic shutdown of a product or feature; market exit from a jurisdiction; vendor/service dependency changes; business model realignment; technology deprecation; or conclusion of a pilot/beta programme.

21.4 Termination for Cause

The Company may terminate the Client’s Account immediately for: (i) breach of these Terms; (ii) fraud, money laundering, or other unlawful activity; (iii) failure to provide required KYC documentation; (iv) the Client becoming resident in a Prohibited Jurisdiction; or (v) where continued operation poses a compliance, legal, or reputational risk to the Company.

21.4 A Insolvency, Death, and Analogous Events

The Company may also immediately suspend or terminate the Client’s Account, without prior notice, upon becoming aware of any of the following circumstances: (i) if the Client is an individual, their death, adjudication of bankruptcy, or commencement of personal insolvency proceedings, or their inability to pay debts as they fall due; (ii) if the Client is acting on behalf of a partnership, the death, bankruptcy, or insolvency of any partner, or the commencement of dissolution proceedings against the partnership; or (iii) if the Client is a legal entity, its inability to pay debts as they fall due, or the commencement of insolvency, liquidation, receivership, administration, or any analogous proceedings under any applicable law. In any such circumstance, the Company reserves the right to restrict withdrawals and transfers from the Account pending clarification of the Client’s legal status and entitlement to the assets held. In the event of the death of a Client, the company has no obligation to search for, identify or contact the legal heirs.

21.5 Post-Termination

21.5.1 All outstanding obligations and liabilities under these Terms survive termination. The Company may deduct amounts owed and a reasonable administrative fee where permitted, applying such deductions fairly and providing a breakdown upon request. The Company reserves the right to retain fiat or Digital Assets equal to or less than applicable banking or network fees associated with processing a withdrawal. Sub-threshold balances remaining upon Account closure may be treated as abandoned. The Company may retain records as required by law.

21.5.2 The Client acknowledges that the termination process may require some time and agrees that the business relationship will be fully terminated as soon as the termination process is completed.

21.5.3 Upon termination of the business relationship, the Client is obliged to provide the Company with a Whitelisted Wallet Address as per Section Travel Rule to enable the transfer of remaining Digital Assets to the Client and any other information required by the Company to terminate the business relationship. If the Client fails to deliver a Whitelisted Wallet Address within thirty (30) calendar days, the Client accepts that the Company may convert the Crypto Assets into fiat currencies and transfer them to the Client’s bank account.

21.6 Appeals

The Client may appeal any suspension or termination by contacting support@klidi.io with relevant supporting evidence. The Company will review and respond within 15 Business Days where feasible. Outcomes may include restoration of access, modification of restrictions, or confirmation of closure.

22. COMPLAINTS AND DISPUTE RESOLUTION

22.1 The Company has a formal complaints procedure designed to ensure that all complaints are handled fairly, consistently, and promptly.

22.2 To submit a complaint, the Client should email complaints@klidi.io with full details of the complaint, the relevant Transaction(s), and the outcome sought. The Company will acknowledge receipt within 5 Business Days and aims to resolve complaints within 30 Business Days.

22.3 If the Client is not satisfied with the Company’s response, they may refer the matter to the competent courts of Zug, Switzerland, in accordance with Clause 26.

22.4 Optionally, if both parties mutually agree, a mediation or arbitration procedure may be followed. This does not deprive consumers of any mandatory statutory rights under applicable law.

23. CORPORATE CLIENTS AND AUTHORISED REPRESENTATIVES

23.1 Corporate Clients are permitted to designate a single individual (the “Authorised User”) who is authorised to access and operate the Account on the Corporate Client’s behalf, subject to registration and KYC/AML verification in accordance with these Terms. Only one Authorised User may be designated per Corporate Client Account at any given time. The Corporate Client accepts full responsibility for all actions, transactions, and activities carried out by the Authorised User on the Platform, as if such actions were carried out by the Corporate Client itself.

23.2 Corporate Clients must provide valid and current corporate documentation, including: certificates of incorporation; register of directors; register of shareholders; beneficial ownership declarations; signed graphical representation of full ownership relations and a valid power of attorney or equivalent authorisation for the Authorised User, uploaded to the Platform during the registration process. When designating an Authorised User, the Corporate Client must provide the Company with the full legal name, role, and contact details of that individual. The Corporate Client must notify the Company promptly of any change to the identity, role, or authorisation status of the Authorised User, including where access rights are to be revoked or transferred to another individual. Any change of Authorised User will require a new KYC/AML verification process to be completed before access is granted to the new individual.

23.3 The Corporate Client represents and warrants on an ongoing basis that: (i) the Authorised User will comply with all applicable provisions of these Terms when accessing the Platform and using the Services; (ii) the Authorised User possesses the necessary skills, knowledge, and expertise to operate the Platform and use the Services competently; (iii) the Authorised User has been granted sufficient internal authority to legally bind the Corporate Client to Transactions and commitments made through the Platform under these Terms; and (iv) the Authorised User individually satisfies the eligibility criteria set out in Clause 5.1 of these Terms.

23.4 The Corporate Client further warrants that: (i) it is validly incorporated and in good standing in its jurisdiction of incorporation; (ii) use of the Services is within its legal capacity and corporate authorisation; and (iii) all beneficial ownership information provided to the Company is accurate and complete.

23.5 The Company reserves the right to require additional verification of the Authorised User at any time and to refuse or revoke access where eligibility or authority cannot be confirmed to the Company’s satisfaction. The Company also reserves the right to require updated corporate documentation at any time, including following any change in the corporate structure, ownership, or management of the Corporate Client.

23.6 Additional and special requirements may apply for Corporate Clients which are regulated financial intermediaries or regulated VASPs.

24. CONFLICTS OF INTEREST

24.1 The Company has adopted a Conflicts of Interest Policy in accordance with VQF Regulations, which is available on the Platform. The Conflicts of Interest Policy describes the types of conflicts that may arise in the provision of the Services and the measures taken by the Company to identify, manage, and disclose such conflicts.

24.2 Clients should note that the Company acts as principal in all Transactions and may earn a spread or commission on Client Transactions. The Company also engages Liquidity Providers who may have commercial interests that differ from those of the Client.

25. PROMOTIONS AND REFERRAL PROGRAMMES

25.1 The Company may, from time to time, offer promotional campaigns, or referral/affiliate programmes. The specific terms, eligibility criteria, duration, and conditions of each promotion will be published on the Platform. Referral and affiliate programmes are governed by separate terms.

25.2 Abuse of promotions (including fraud, self-referrals, or wash trading to meet thresholds) is prohibited and may lead to forfeiture of rewards, Account suspension, and reporting to relevant authorities. The Company may audit and claw back rewards for abuse.

25.3 Promotional benefits cannot be exchanged for cash unless expressly stated otherwise.

26. GOVERNING LAW AND JURISDICTION

26.1 These Terms, and any dispute or claim arising out of or in connection with them (including non-contractual disputes), shall be governed by and construed in accordance with substantive Swiss law, without regard to its conflict of law provisions.

26.2 The exclusive place of jurisdiction for all disputes arising out of or in connection with these Terms shall be the courts of Zug, Switzerland.

26.3 The place of performance and debt collection for Clients domiciled or residing abroad, and the exclusive place of jurisdiction is the City of Zug, Switzerland.

26.4 Consumers may bring claims in the courts of their habitual residence where required by mandatory consumer protection law. These Terms do not affect any mandatory statutory rights the Client may have under the laws of their country of residence.

26.5 The Company reserves the right to take legal actions at the Client’s domicile or before any other competent court or authority.

27. NOTICES AND CONTACT

27.1 The Company may deliver notices to Clients via email, in-platform messages, website banners, or the Company’s status page. The Client must keep their contact details up to date; failure to do so may delay important communications. 27.2 Communications by the Company via any communication channels are deemed to have been received when transmitted by the Company to any of the contact details provided by the Client and, to the extent legally required, have arrived in the Client’s area of control. 27.3 Formal notices to the Company must be sent in writing to: Portfolium X AG, Gubelstrasse 11, 6300 Zug, Switzerland, or by email to the relevant contact below:

General inquiries: hello@klidi.io
Support: support@klidi.io
Compliance / Complaints: compliance@klidi.io

28. FORCE MAJEURE

28.1 Neither party will be liable for any delay or failure to perform its obligations (other than payment obligations) to the extent caused by a Force Majeure Event.

28.2 “Force Majeure Event” means any event beyond the reasonable control of the affected party, including: acts of God; natural disasters; fire; flood; earthquake; pandemic or epidemic; war; terrorism; civil unrest; government action or regulation; changes in law; blockchain network failures; cyberattacks (including ransomware and denial-of-service attacks); widespread internet or cloud service outages; or failure of third-party service providers.

28.3 The affected party will promptly notify the other party of a Force Majeure Event, use commercially reasonable efforts to mitigate and resume performance, and performance deadlines will be extended for the duration of the event. If the Force Majeure Event continues for more than 60 days, either party may terminate the affected Services upon written notice without penalty, except for fees accrued prior to the event.

29. AMENDMENTS TO THESE TERMS

29.1 The Company reserves the right to amend, update, or replace these Terms, the Privacy Policy, and the Cookies Policy at any time to reflect regulatory, security, or operational needs. Material changes to these Terms will be notified to all Clients at least 30 days prior to taking effect via email and/or in-platform notification.

29.2 Where an amendment is required immediately to comply with applicable law, regulation, VQF instruction, or regulatory guidance, such changes may take effect immediately without prior notice. The Company will notify the Client as soon as reasonably practicable.

29.3 Following notification of a material amendment, continued use by the Client after the notice period constitutes binding agreement to the amended Terms.

29.4 The Client has the right to close their Account without penalty during the notice period if they disagree with any material changes. The Company will assist with withdrawals within 10 Business Days of an Account closure request, subject to compliance checks.

30. TRANSFER OF RIGHTS AND OBLIGATIONS

30.1 The Client may not assign, transfer, lease, or delegate their rights or obligations under these Terms to any third party without the prior written consent of the Company. Any unauthorised assignment shall be null and void.

30.2 The Company may transfer its rights and obligations under these Terms to another group entity or a successor entity, provided that the Company reasonably believes this will not have a significant negative effect on the Client’s rights, or where such transfer is necessary to meet legal or regulatory requirements. The Client will be notified of any such transfer in accordance with Clause 29.

31. INCORPORATED DOCUMENTS

The following documents form an integral part of these Terms and are incorporated by reference. All are available on the Platform and may be updated in accordance with Clause 29:

32. GENERAL PROVISIONS

32.1 Entire Agreement: These Terms, together with all Agreement Documents, constitute the entire agreement between the Client and the Company with respect to the Services and supersede all prior agreements, representations, and understandings.

32.2 Severability: If any provision of these Terms is found to be invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

32.3 No Waiver: The failure of the Company to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

32.4 Language: These Terms are drafted in English. The Client confirms that their knowledge of English is sufficient to understand these Terms and they will not hold the Company liable for any losses originating from linguistic limitations. In the event of any translation, the English version shall prevail. Swiss legal concepts are not expressed in a Swiss official language but in English. Thus, these translated concepts may differ from concepts described by the same English terms in the laws of other jurisdictions.

32.5 Consumer Rights: These Terms do not affect rights that cannot be excluded under applicable mandatory consumer protection law.

32.6 Compliance with Laws: It is the Client’s sole responsibility to be informed about and to comply with the applicable laws and regulations, including tax and anti-money laundering and combating terrorist financing as well as sanctions regulations. The Client shall ensure that its representatives act in a fully compliant manner as well.

32.7 No tax reporting: The Client acknowledges and agrees that the Company shall have no responsibility for tax reporting, filing of any tax-related information and disclosures or declarations with any tax or revenue authority either in Switzerland or abroad.

33. ACCEPTANCE

By completing the onboarding process and ticking the acceptance checkbox on the Platform, the Client confirms that they have read, understood, and agreed to be legally bound by these Terms and all Agreement Documents.

34. CLIENT REPRESENTATIONS AND WARRANTIES

34.1 By entering into these Terms, and each time the Client accesses the Platform or uses the Services, the Client agrees to, and represents and warrants to the Company on an ongoing basis, that:

the Client has full legal power, capacity, and authority to enter into these Terms and to perform all obligations hereunder, and in doing so will not violate any other agreement to which they are a party or any applicable law or regulation;
the Client has provided, and will continue to provide, information that is accurate, complete, truthful, and up to date at all times when submitting an application for, or using, an Account or any Service, and when otherwise prompted by any screen or form displayed on the Platform;
the Client complies with, and will continue to comply with, all applicable provisions of these Terms, including the eligibility conditions set out in Clause 5.1;
the Client has had the opportunity to obtain independent financial, legal, and tax advice before opening an Account and before using any of the Services, and has not relied on any information, content, or communication provided by the Company in deciding to use the Services. The Client acknowledges that any information provided by the Company does not constitute investment advice and is provided solely as a tool to assist the Client in making their own independent decisions;
the Client acts as principal, solely in their own name and for their own account and benefit, and will not use the Account for the benefit of any third party, except where expressly approved by the Company in the case of a Corporate Client acting through a registered Authorised User in accordance with Clause 23;
all Digital Assets and Fiat Currency delivered to the Company or held through the Platform belong exclusively to the Client (or, in the case of Corporate Clients, to the corporate entity), are free from any lien, charge, pledge, or other encumbrance, and are not, directly or indirectly, the proceeds of any unlawful activity, including money laundering, terrorist financing, or any other criminal conduct, and are not intended to be used for such purposes;
the Client is not a PEP and will immediately notify the Company if their PEP status changes, in accordance with Clause 5.3;
the Client takes full responsibility for all activities and Transactions carried out through their Account and accepts all risks arising from any authorised or unauthorised access to their Account, to the maximum extent permitted under applicable Swiss law;
the Client maintains, and will continue to maintain, the security of their Account at all times, including by using a strong, unique password not used on any other platform or service, and will not share their Account credentials, password, or two-factor authentication details with any other person; and
the Client maintains, and will continue to maintain, the security of the email address registered to their Account and of any cloud storage platform, password manager, or authenticator application connected to or used in relation to their Account access.

34.2 Reverse Solicitation – Where a Client is located in the EEA or UK, the Client represents and warrants that:

the Client initiated contact with the Company entirely on the Client’s own exclusive initiative;
the Client was not solicited, targeted, approached, marketed to, referred, or otherwise induced by the Company, its employees, agents, affiliates, contractors, introducers, influencers, referral partners, or any other person acting on its behalf;
the Client independently sought information regarding the Services and independently requested access to them;
the Client is not relying upon any advertising, promotional activity, marketing campaign, sponsorship arrangement, public event, social media communication, referral program, affiliate arrangement, or similar activity conducted by or on behalf of the Company within the EEA or UK;
the relationship between the Client and the Company has arisen solely through reverse solicitation as recognised under applicable EEA and UK law.

The Company may require the Client to provide declarations, confirmations, supporting documentation, or additional information demonstrating compliance with this Clause.

34.3 MiCA Acknowledgement – The Client acknowledges that:

the Company is not authorised as a Crypto-Asset Service Provider (“CASP”) under Regulation (EU) 2023/1114 (“MiCA”);
the Company does not passport crypto-asset services into the EEA;
any access granted to an EEA Client is solely on the basis of the reverse solicitation exemption and not on the basis of any authorisation, registration, notification, passporting right, or regulatory approval within the EEA;
the Client may not benefit from investor protection mechanisms, complaint handling frameworks, compensation schemes, or regulatory safeguards that would otherwise apply to clients of an authorised EEA CASP.

35. CLIENT DETAILS

35.1 Identification Information:

Name (full name of the legal entity / individual)
Date of registration of the legal entity / Date of birth of the individual
Domicile (registered seat of the legal entity / residence of individual) and Nationality
Registration number of the legal entity / Passport number of the individual
Name, Date of birth and Passport number of the individual onboarding the legal entity

35.2 Terms and Conditions Information:

Terms and Conditions Version
Date of acceptance