Terms governing the use of Vela.

1. Who we are & what Vela is

1.1 “Vela”, “Vela Finance”, “we”, “us” and “our” mean Vela Finance, the organisation that operates the Vela website (the “Website”) and the Vela platform (the “Platform”, and together with any related services, the “Service”). You can reach us at velayield@gmail.com.

1.2 Vela is a savings experience that connects you to Ethereum-native yield through a personal virtual IBAN, a self-custodial wallet and a small set of carefully chosen digital assets.

1.3 Vela is exclusively a technology provider. Vela is not a bank, payment institution, electronic money institution, investment firm or fund, and is not authorised as such under Directive (EU) 2015/2366 (PSD2), Directive 2009/110/EC (EMD2), Directive 2014/65/EU (MiFID II) or any equivalent regulation. Vela does not take deposits, does not hold client funds, does not execute payment transactions and does not provide investment services in the regulated sense. Those services, where offered through the Service, are provided by independent, regulated third parties (“Financial Partners”) under their own terms and regulatory responsibility.

2. These Terms & changes

2.1 By accessing the Website or using the Platform you confirm that you have read, understood and agree to be bound by these Terms and by our Privacy Policy, which forms an integral part of them.

2.2 We may amend these Terms from time to time. Where you hold an account, we will notify you by email and by publishing the updated Terms on the Website. Unless a shorter period is required to comply with law, changes take effect 15 days after publication. If you do not accept a change, you may stop using the Service and close your account before it takes effect.

2.3 The version published on the Website at the time you use the Service is the version that applies.

3. Eligibility

3.1 The Service is intended for natural persons aged 18 or over with full legal capacity, and for duly incorporated legal entities in good standing. Where you accept these Terms on behalf of an entity, you warrant that you are authorised to bind it.

3.2 The Service is intended for high-net-worth individuals, family offices and institutions. It is not offered to, and may not be used by, any person: (a) resident or established in a jurisdiction where the Service is unlawful or where we do not offer it; (b) subject to sanctions administered by the EU, the United Nations, the United States (OFAC) or the United Kingdom, or included on any sanctions list; or (c) previously suspended or refused by us or a Financial Partner.

3.3 You are solely responsible for verifying that your use of the Service is lawful in your jurisdiction.

4. The website & access requests

4.1 The Website presents information about Vela and lets you request access ahead of launch. Submitting an access request does not create an account, does not guarantee access, and does not oblige us to provide the Service to you. We onboard applicants at our discretion and subject to eligibility and identity checks.

4.2 Information on the Website is provided for general information only. It is not an offer, solicitation or recommendation to acquire any asset or service, and it may be updated at any time.

5. Accounts & registration

5.1 To use the Platform you must register and provide accurate, truthful and complete information, and keep it up to date. Using false information or impersonating another person is prohibited.

5.2 Only one account is permitted per person or entity unless we agree otherwise in writing. You are responsible for keeping your credentials and authentication factors (including biometric access and one-time codes) confidential, and for all activity under your account.

5.3 You must notify us without undue delay at velayield@gmail.com if you suspect any loss, theft or unauthorised use of your account. To the extent permitted by law, we are not liable for losses arising from unauthorised use of your credentials by third parties.

6. Self-custodial wallet & keys

6.1 Your assets are held in your own self-custodial wallet. The key that controls the wallet is secured by multi-party computation: it is split into independent shares that are never assembled in one place, and it is never transmitted to or stored on our servers. There is no seed phrase.

6.2 You are the sole controller of your funds. We cannot move, freeze, seize or recover them, and we cannot reverse a transaction once it has been recorded on the blockchain. The irreversibility of on-chain transactions is an intrinsic feature of the technology and does not constitute a fault on our part.

6.3 Access recovery depends on your ability to complete the wallet’s recovery process and to retain control of your registered authentication factors. If you permanently lose the means to authenticate and cannot complete recovery, access to your funds may be permanently and irrecoverably lost. To the maximum extent permitted by law, we disclaim liability for such loss.

6.4 You must keep your devices, email account and authentication factors secure and enable available protections such as multi-factor authentication.

7. Euro accounts & payments

7.1 Euro pay-in and pay-out — including any virtual IBAN, SEPA transfers and the conversion between euro and digital cash — are provided by regulated Financial Partners, not by Vela. Vela provides the technology interface that lets you access those services; it does not receive, hold or transmit funds on your behalf.

7.2 Crediting and settlement times depend on the Financial Partners and the interbank system. We do not guarantee any particular timeframe.

7.3 You are responsible for the accuracy of any destination account or IBAN you enter. An instruction confirmed by you may be irreversible; neither Vela nor a Financial Partner can necessarily recall it.

7.4 Your use of a Financial Partner’s services is governed by that partner’s own terms, which you must read and accept. Vela is not a party to, and is not responsible for, the relationship between you and a Financial Partner.

8. Identity verification (KYC/KYB)

8.1 Access to the Service is conditional on successful identity verification (Know Your Customer / Know Your Business) and anti-money-laundering checks. These checks are carried out by the Financial Partners and their verification providers. Vela does not perform, supervise or override them, and does not receive the underlying verification documents.

8.2 Approval is at the sole discretion of the relevant Financial Partner. We are not responsible for a refusal, delay or suspension decided by a Financial Partner under its own policies, and any such decision may prevent you from using the Service without this being a breach by us.

8.3 You must provide only truthful, accurate and complete information for verification. Providing false or misleading information is a material breach of these Terms and may be reported to the competent authorities.

9. The yield position & conversions

9.1 The Service lets you convert digital cash into an Ethereum-native, yield-bearing position and back again. The position is designed so that the quantity of units you hold stays constant while their value accrues in price over time. Conversions are executed against third-party liquidity on Ethereum; automated protection is applied on a best-efforts basis to reduce the risk of poor execution, but we do not guarantee any particular price, rate or outcome.

9.2 The yield position and any digital cash are not legal tender, are not bank deposits, and are not covered by any deposit-guarantee or investor-compensation scheme. Yields are variable, are not guaranteed, and past performance does not indicate future results.

9.3 Where the value of a position or of digital cash depends on a token that is intended to track a reference currency, we do not guarantee that any such peg will be maintained. The risk of a loss of peg, and of the insolvency or default of a token issuer, lies with the relevant issuer, and we disclaim liability for such events.

9.4 Vela does not promote any asset as an investment and does not guarantee the success of any conversion, which depends on the blockchain network, market conditions and third-party providers.

10. The term vault

10.1 The term vault lets you commit part of your holdings for a fixed term at an enhanced rate. Funds committed to a vault are locked until maturity and cannot generally be withdrawn early. Terms and rates are indicative, may change for new vaults, and apply as displayed at the time you open a vault.

10.2 Vault holdings remain within your self-custodial wallet’s security model and are subject to the same risk disclosures set out in these Terms.

11. Risk disclosures

11.1 Digital assets and blockchain-based services carry significant risks. By using the Service you acknowledge and accept, without limitation:

• Market risk — the value of digital assets can be volatile and may fall as well as rise.
• Technology risk — blockchain protocols, smart contracts and bridges may contain bugs, be exploited, congest, fork or fail; on-chain transactions are irreversible.
• Custody & key risk — loss of the ability to authenticate or complete wallet recovery can result in permanent loss of funds.
• Peg & issuer risk — tokens intended to track a currency may lose their peg; issuers may default or become insolvent.
• Counterparty risk — Financial Partners and other third parties may change, suspend or discontinue their services, or lose or vary their authorisations.
• Regulatory risk — the legal and tax treatment of digital assets varies by jurisdiction and may change, possibly to your detriment.

11.2 You should not use the Service with funds you cannot afford to lose, and you should obtain independent advice where appropriate.

12. Your obligations

12.1 You agree to: provide accurate and truthful information; keep your credentials and authentication factors secure; use the Service lawfully and in accordance with these Terms; and refrain from any fraudulent, unlawful or harmful conduct toward Vela or third parties.

12.2 Tax. You are solely responsible for determining, reporting and paying any taxes arising from your use of the Service. Vela is not a tax agent, does not withhold tax, and does not issue tax certifications. Nothing in the Service or on the Website is tax advice.

12.3 Compliance. You must comply with all laws applicable to you, including anti-money-laundering, sanctions and data-protection law.

13. Prohibited activities

13.1 You must not use the Service in connection with, by way of example and not limitation: money laundering or terrorist financing; the proliferation of weapons; trade in weapons, ammunition or explosives; narcotics or controlled substances; unlicensed gambling; fraud, phishing or deception; counterfeit goods or infringement of third-party rights; unlicensed financial services; pyramid or Ponzi schemes; the breach of any economic or trade sanction; or any activity unlawful under applicable law.

13.2 Breach of this section may result in immediate suspension or closure of your account and, where required, reporting to the competent authorities.

14. Fees

14.1 Any fees payable to Vela, and any costs charged by Financial Partners or incurred on the blockchain (such as network fees), will be disclosed to you before you incur them or as otherwise set out in the Service. By proceeding with an operation, you accept the fees and costs disclosed for it.

15. Suspension & closure

15.1 Our right. We may suspend or close your access to the Platform, with immediate effect where necessary, if: you breach these Terms; a Financial Partner suspends or revokes your verification; we reasonably suspect fraudulent, unlawful or prohibited activity; we are required to do so by law or a competent authority; or your account is inactive for a prolonged period, in which case we will give reasonable prior notice where practicable.

15.2 Your right. You may stop using the Service and close your account at any time by written notice to velayield@gmail.com. Because the Service is self-custodial, you must transfer your funds out of your wallet before closure; we cannot do this for you and cannot recover funds left in a wallet after closure.

15.3 On closure we will deactivate your access. Your personal data will be handled as described in the Privacy Policy.

16. No advice

16.1 Vela does not provide investment, financial, legal, accounting or tax advice, and does not act as an adviser, broker or fiduciary. Nothing in the Service or on the Website should be relied on as such. You are responsible for your own decisions and for assessing the suitability of any asset or service for your circumstances.

17. Limitation of liability

17.1 The Service and the Website are provided “as is” and “as available”, without warranties of any kind except those that cannot be excluded by law. We do not warrant that the Service will be uninterrupted, error-free or free from harmful components.

17.2 To the maximum extent permitted by applicable law, Vela is not liable for: (a) indirect, incidental, consequential, special or punitive damages, or loss of profits, revenue, data, goodwill or opportunity; (b) downtime or malfunction of the Platform, the blockchain, or a Financial Partner’s infrastructure; (c) the acts, omissions, decisions or insolvency of Financial Partners, token issuers or other third parties, including KYC decisions and the suspension or withdrawal of their services; (d) loss of wallet access or authentication factors; (e) errors in a destination account or IBAN you enter; (f) fluctuation or loss of a token peg; (g) exploits or losses arising from third-party smart contracts; or (h) taxes or penalties imposed on you.

17.3 Liability cap. Without prejudice to any liability that cannot be limited or excluded by law (including liability for death or personal injury caused by our negligence, or for our fraud), our total aggregate liability to you for all claims arising out of or relating to the Service in any 12-month period is limited to the greater of (a) €100 and (b) the total fees you actually paid to Vela in the 12 months before the event giving rise to the claim.

17.4 Nothing in these Terms limits any rights you have that cannot be waived under mandatory law applicable to you as a consumer.

18. Indemnification

18.1 To the extent permitted by law, you agree to indemnify and hold harmless Vela and its officers, employees and agents from any claim, loss, liability, cost or expense (including reasonable legal fees) arising from: (a) your breach of these Terms; (b) your unlawful or prohibited use of the Service; (c) your violation of any right of a third party; (d) tax or regulatory breaches attributable to you; or (e) information you provided that was false or inaccurate.

19. Intellectual property

19.1 The Website, the Platform and all related content — including text, graphics, logos, the “Vela” name and marks, user interfaces, software and documentation (the “IP Rights”) — are owned by Vela or its licensors and are protected by law.

19.2 We grant you a limited, personal, non-exclusive, non-transferable and revocable licence to access and use the Website and Platform for the purpose of using the Service. You may not copy, modify, distribute, sell, sublicense, decompile or reverse-engineer any part of them, or use our marks, without our prior written consent.

20. Privacy

20.1 We process personal data in accordance with our Privacy Policy and applicable data-protection law, including Regulation (EU) 2016/679 (GDPR). The Privacy Policy explains what we collect, why, on what legal basis and for how long, and how you can exercise your rights.

21. Notices

21.1 We communicate with account holders by email to the registered address; you must keep it current and check it regularly. Emails we send are deemed received within 24 hours, unless shown otherwise.

21.2 You may send formal notices to us at velayield@gmail.com.

22. Governing law & disputes

22.1 These Terms, and any non-contractual obligations arising from them, are governed by the applicable laws of the jurisdiction in which Vela Finance operates, without prejudice to any mandatory consumer-protection rules of your country of residence that apply to you.

22.2 Before commencing any proceedings, the parties will attempt in good faith to resolve any dispute amicably within 30 days of written notice. If you are a consumer resident in the European Union, you may also submit a dispute to the European Commission’s Online Dispute Resolution platform at ec.europa.eu/consumers/odr. Nothing in this clause removes any mandatory right you have to bring proceedings before the courts of your place of residence.

22.3 If you are a consumer resident in the European Union, the European Commission’s online dispute-resolution platform is available at https://ec.europa.eu/consumers/odr.

23. General provisions

23.1 Entire agreement. These Terms and the Privacy Policy constitute the entire agreement between you and Vela regarding the Service and supersede prior arrangements on the same subject.

23.2 Severability. If any provision is held invalid, the remaining provisions continue in full force.

23.3 No waiver. Our failure to enforce a right is not a waiver of it.

23.4 Assignment. You may not assign your rights or obligations without our prior written consent. We may assign ours, including in a merger or business transfer, provided your rights under these Terms are not diminished.

23.5 Force majeure. We are not liable for failure or delay caused by events beyond our reasonable control, including blockchain network failures, forks or attacks; hacks, exploits or insolvency of token issuers; the suspension or withdrawal of a Financial Partner’s authorisation; cyber-attacks, natural disasters, or governmental or telecommunications failures. If such an event continues for more than 90 days, either party may terminate without liability.

23.6 Survival. Provisions that by their nature should survive termination — including those on intellectual property, liability, indemnity, privacy and governing law — will survive.

24. Acceptance

24.1 By using the Website, or by ticking the acceptance box during registration for the Platform, you confirm that you have read, understood and accepted these Terms and the Privacy Policy. This constitutes a binding agreement between you and Vela.