General Terms & Conditions

Introduction

This document sets forth the Terms and Conditions (“Terms”) governing your relationship with Colossos Payments UAB and Colossos Digital Assets UAB, collectively referred to as “Colossos,” “We,” “Us,” or “Our.” By using our platform, you (“Customer”, “Account Holder”) agree to comply with these Terms in full as set forth below. Agreement to these Terms and Conditions is a prerequisite for the utilization of any services provided by Colossos. Failure to agree will result in the inaccessibility of our services.

These Terms govern the range of services offered by Colossos, including E-Money and Crypto-Assets related services. Be advised that engagement with cryptocurrencies inherently carries a significant risk of financial loss. For a comprehensive understanding of the associated risks, consult our Disclaimers.

For information on how Colossos collects and uses your personal data, please consult our Privacy Policy, which is incorporated into these Terms by reference and forms an integral part of our Agreement with you.

General Provisions

1. Definition

Term	Definitions
Account or Colossos Account	The digital account set up under this Agreement that grants access to Colossos Services.
E-Money	E-Money refers to electronic money, a digital representation of fiat currency stored electronically for the purpose of executing electronic transactions. E-Money in your Colossos Account is issued by Modulr and is managed and made available via the Colossos platform in accordance with these Terms. E-Money is not a Crypto-Asset and does not qualify as a deposit within the meaning of applicable deposit protection schemes.
E-Money Account	Your account powered by Modulr and managed by Colossos Payments for the purpose of storing E-Money and initiating E-Money transactions.
Crypto Wallet	A digital wallet offered by Colossos Digital Assets for storing, transferring, and exchanging cryptocurrencies.
Customer	A natural person or legal entity that has agreed to these Terms and successfully opened a Colossos Account.
Colossos	Refers collectively to Colossos Payments UAB and Colossos Digital Assets UAB.
Colossos Services	The complete range of services offered by Colossos, encompassing both electronic money services and Crypto-assets services.
User or Authorized User	A Customer or any individual authorized by the Customer to use the Colossos Account and Services.
Platform	The digital interface through which Colossos Services are accessed, protected by individual login credentials and authentication methods.
Website	The official website of Colossos.
Modulr	Modulr Finance B.V., a company registered in the Netherlands with company number 81852401, which is authorised and regulated by the Dutch Central Bank (DNB) as an Electronic Money Institution (Firm Reference Number: R182870) for the issuance of electronic money and payment services.
Agreement	The comprehensive set of legal documents establishing the relationship between you and Colossos, including but not limited to these Terms and Conditions, Privacy Policy, Complaints Policy, List of Prices and Services, and any other documents agreed to directly or indirectly.
Business Day	A day during which Colossos provides the Services. Normally, Business day is any day except Saturdays, Sundays and public holidays in Lithuania.
Balance	The current amount of E-Money or Crypto-Assets stored in your Colossos Account.
Crypto-Asset	A digital representation of a value or of a right that is able to be transferred and stored electronically using distributed ledger technology or similar technology.
Crypto-Assets Services	Services offered by Colossos Digital Assets, mainly consisting of the storage, transfer, and exchange of cryptocurrencies, along with related services such as customer support and document generation.
Fork	Fork refers to a change in the protocol of a blockchain network that results in the divergence in the blockchain into two separate chains. Forks may be planned (“soft forks”) or unplanned (“hard forks”) and can have varying impacts on the Crypto-Assets held in your Colossos Crypto Wallet.
Fees	All applicable fees for using Colossos Services as outlined in the Fee Schedule.
Fee Schedule	The list of Prices and Services applicable to you.
System	The technical infrastructure and any other elements allowing the performance of the Services and the maintenance of the Account.
Consumer	As defined under European Union Consumer Law, any natural person who is acting for purposes which are outside his trade, business, craft, or profession.
Account Type	The type of your Colossos Account, which can either be a Personal Account or a Business Account.
Personal Account	Account for natural persons who are acting for purposes which are outside his trade, business, craft, or profession. These Accounts are designated for Consumers.
Business Account	Account of legal entities and natural persons who are acting for purposes which are inside his trade, business, craft, or profession. This includes, but is not limited to, sole proprietors, partnerships, associations, private limited companies, public limited companies, etc.
Parties	Refers to either Colossos or the natural or legal entity entering into this Agreement. Collectively, they are referred to as the “Parties.”

2. About Us

2.1. Colossos Payments UAB is a company registered under the number 306087399, with its registered address at Upės g. 21-1, LT-08128 Vilnius, Lithuania. Colossos Payments UAB is responsible for facilitating the provision of E-Money Services delivered to you through the Colossos platform.

2.2. Colossos Digital Assets UAB is registered under the number 306163726, with its registered address at Upės g. 21-1, LT-08128 Vilnius, Lithuania. The company is registered with the State Enterprise Centre of Registers of the Republic of Lithuania as a provider of virtual currency exchange and wallet services. It's important to note that the Crypto-Assets services are separate and distinct from the E-Money Services offered to you and do not benefit from the same level of protection attached to Electronic Money.

2.3. For more information on how to contact us, please refer to Article 8. of these Terms.

3. Scope of Services

3.1. E-Money Services - These services comprise the provision of an E-Money Account for you, and where applicable, Debit Card(s) that may be issued to you. E-Money Services delivered to you are facilitated by Colossos Payments UAB. The issuance and redemption of electronic money in connection with these services are carried out by Modulr Finance B.V., a company registered in the Netherlands and authorized by the Dutch Central Bank (DNB) as an Electronic Money Institution (Firm Reference Number: R182870). You may utilize your Account for electronic money transactions, including but not limited to sending, receiving, and storing funds, in accordance with the terms of this Agreement and applicable laws and regulations. More information about E-Money Services can be found in Annex 1.

3.2. Crypto-Assets Services - Crypto-Assets Services are offered by Colossos Digital Assets UAB. These services enable you to hold, transfer, and exchange virtual currencies via the Colossos platform. The Crypto-Assets Services provided are distinct from the E-Money Services and do not benefit from the same level of protection and guarantees. These services allow you to manage your virtual currencies in accordance with this Agreement and any applicable laws and regulations. More information about Crypto-Assets Services can be found in Annex 2.

3.3. Access to Services - The E-Money Services and the Crypto Services, altogether the Colossos Services, outlined in this Agreement are accessible through the Colossos platform. The Platform is the principal means by which you will interact with Colossos and utilize the Services provided.

4. User Eligibility and Account Opening

4.1. Account Types - Colossos offers two types of Accounts:

4.1.1. Personal Account - Designed for natural persons not acting for business purposes.

4.1.2. Business Account - Designed for natural persons acting for business purposes and legal entities.

4.2. Eligibility Criteria - Natural persons and legal entities willing to open an Account as well as Authorized Users shall:

(a) Be a permanent resident of (for natural persons) or be based in (for legal entities) a country of the European Economic Area.

(b) For natural persons, be 18 years old or above and have the legal capacity to enter into this Agreement and comply with the resulting obligations.

4.3. Customers may hold only one account per natural person or legal entity. However, if you are a natural person registered as self-employed or a freelancer, you may open both a Personal Account and a Business Account.

4.4. Colossos is mandated by law to carry out necessary security and customer due diligence checks to verify the Customer's identity and prevent money laundering. All Customers are therefore required to comply with verification procedures as determined by Colossos, including but not limited to, identity verification, anti-money laundering (AML) checks, and Know Your Customer (KYC) requirements. Accounts will only be opened at the end of the due diligence phase, and Colossos retains full discretion to open or not open an account for any applicant.

5. Operating Your Account

5.1. Account Access

5.1.1. Secure Access - To access your Account, you must log in through the Colossos Platform. Colossos employs strong and secure authentication and verification technology to secure your access. Upon entering your credentials and authenticating your identity, you will gain access to your Account.

5.1.2. Authorized Users

a) For Natural Persons, only you are authorized to access your Account and use Colossos Services.

b) For Legal entities, additional Authorized Users may be added by you depending on the Services enabled on your Account, provided that they meet the Eligibility Criteria to access and use Colossos Services. You are liable for the actions of any Authorized Users and are liable for ensuring that they operate within the scope of the authority you delegated them. Colossos may subject Authorized Users to customer due diligence procedures before granting them access to the Platform.

5.1.3. Suspicious Activity - In case of any suspicion of unauthorized use or security breach, report without undue delay to [email protected]. Failure to report without undue delay suspicious activities may result in you being liable for any subsequent damages. This notification does not absolve you of the responsibility to contact the police and other relevant authorities where applicable.

Colossos reserves the right to restrict or block access to your Account based on any suspicious activities. We will notify you of such actions unless prohibited by applicable laws and regulations from notifying you.

5.1.4. System Requirements - Access to your Account requires a compatible device and a stable internet connection.

5.2. Use of Colossos Services

5.2.1. Accordance with AML/CTF laws - Your use of the Account and Colossos Services must align with all applicable laws and regulations, including but not limited to Anti-Money Laundering (AML) and Counter-Terrorist Financing (CTF) regulations. To ensure the integrity of our Platform, we undertake various due diligence measures, including customer identity verification, transaction monitoring, and periodic reviews. This means you might be required to provide additional information from time to time or answer specific questions as part of our ongoing compliance efforts. Any information collected will be securely stored and managed in accordance with our Privacy Policy and applicable laws and regulations. Use of Colossos Services and of your Account for activities that conflict with these laws and regulations will result in the suspension or termination of this Agreement.

5.2.2. Not abusive and/or fraudulent use - Your Account and the Colossos Services must be used in good faith and not in a manner that is abusive, fraudulent, or detrimental to Colossos or any third parties. Abusive or fraudulent use of your Account may result in immediate termination of this Agreement, and additional measures as appropriate.

5.2.3. Variability - The Services delivered to you via your Account may differ based on the Plan you selected and the Account Type you have. Limits and Services are outlined in the applicable Fee Schedule.

5.2.4. Account & Card Limits - Your Account will be subject to standard limits as outlined in the Fee Schedule. These limits can be checked within the Platform. However, personalized limits may be established based on the information provided by you to us. In such cases where you would instruct us to execute transactions above these limits, we may request additional information.

5.3. Restrictions to the Use of Services

5.3.1. Account restriction - Colossos reserves the right to impose limitations or restrictions on your Account, up to and including suspension or termination of your Access. This may be due to, but not limited to, suspected unauthorized or fraudulent use of the Account, suspected violation of the terms of this Agreement, or potential violation of applicable laws and regulations. Any such actions will be taken in full compliance with applicable laws and regulations and in accordance with the provisions of this Agreement. Where permissible, we will inform you of the reasons for such limitations and take appropriate steps to promptly restore full access to your Account.

5.3.2. Transaction restrictions - Colossos retains the unilateral right to decline, suspend, or place on hold any transactions initiated through your Account. These actions may be taken based on the provisions of this Agreement or based on applicable laws and regulations. You are not entitled to compensation for any transactions that are declined, suspended, or placed on hold. Whenever permitted by applicable laws and regulations, we will notify you of the rationale behind the action and may engage with you to collect additional information required to proceed with the transaction.

5.4. Users' responsibilities

5.4.1. Tax - It is your responsibility to determine what, if any, taxes apply to the transactions you complete via the Colossos platform, and it is your obligation to report and remit the correct tax to the appropriate tax authority. Colossos is not responsible for determining whether taxes apply to your transactions or for collecting, reporting, or remitting any taxes arising from any transaction.

5.4.2. Acceptance of risks involved - By holding positive Balance in your E-Money Account and Crypto Wallet on the Colossos Platform, you acknowledge and willingly accept the inherent risks associated with such holdings, including but not limited to market volatility and exchange rate fluctuations. Colossos does not guarantee the value or stability of any supported asset and is not responsible for any changes in their market value over time.

5.4.3. Protection of Access to the Account - You are solely responsible for implementing appropriate security measures for your hardware and data, including protection against viruses and malicious software. Except as mandated by applicable law, you should maintain backup copies of all your data. Colossos shall not be responsible for any losses incurred due to your failure to adhere to these security guidelines.
You are required to maintain the confidentiality and security of all your access IDs. The necessary security measures include but are not limited to:

(i) Complying strictly with all our security protocols, recommendations, and obligations established in this Agreement.

(ii) Creating strong passwords for your account.

(iii) Keeping your registered email and contact number up to date.

(iv) Never disclose your login details such as your password or two-factor authentication (2FA) code to anyone; Colossos will never request such information from you.

(v) Refraining from sharing your computer or screen while logged into your Colossos Account.

(vi) Logging out from the Colossos Platform after each use.

It is your responsibility to regularly review your Account history for unauthorized or suspicious activities. In the event of a security breach, or if you suspect one, you are obligated to notify Colossos immediately and take steps to mitigate the situation.

5.5. Availability of the Services - Colossos strives to provide continuous, uninterrupted access to its Platform and Services. However, the availability of the services can be subjected to various factors including maintenance requirements, System updates, and unforeseen circumstances. While we aim to minimize disruptions and provide timely updates about any service interruptions, we cannot guarantee 100% availability. We are not liable for any losses, financial or otherwise, resulting from service interruptions, including without limitation those caused by maintenance periods, updates, or other downtime. Users are encouraged to manage their assets and transactions in consideration of potential service interruptions.

5.6. Record-keeping - For the purpose of fulfilling our obligations under this Agreement and to comply with applicable laws and regulations, Colossos may keep records of all transaction-related and Account activity information at least until this Agreement is terminated and for a certain amount of time after this Agreement is terminated. Such record-keeping will be done in accordance with our Privacy Policy and with applicable laws and regulations.

6. Closing Your Account

6.1. Customers may initiate the closure of their Account through the Platform, provided that the Account has a zero Balance.

6.2. If your Account is closed for any reason other than your own request, remaining Balance in your Account remains in our ownership and will be sent to you according to your instructions.

6.2.1. For the E-money Account, remaining Balance will be transferred to a bank account you specify, utilizing SEPA Transfer. Should this transfer be not feasible, the remaining Balance remains in your ownership. You can request a refund by contacting us in writing at any future date.

6.2.2. For the Crypto Wallet, you will be prompted to supply one or more external wallet addresses for the transfer of your cryptocurrencies. It will be your responsibility to ensure that the instructions you provide are clear, compatible with the list of supported Crypto-Assets and networks and that you have control over the provided external addresses. If transferring is not feasible, your Balance will stay in your ownership. To claim your Balance, contact us in writing with specific instructions.

6.3 Please note that if your Account is closed for any reason, you will not have access to the Platform anymore from the date of the Account Closure. You will still be able to communicate with us in writing. We commit to using all reasonable efforts, within the boundaries of applicable laws and regulations, to execute your instructions for the recovery of any remaining Balance.

6.4. Upon termination of this Agreement for any reason, your Account will be closed.

6.5. Please note that the closure of your Account does not absolve you of any outstanding obligations or Fees due under this Agreement. In the event of a negative Balance at the time of Account Closure, you are required to reimburse us promptly for the amount equal to the negative Balance.

7. Fees

7.1. Payment of fees - The use of Colossos services is subject to Fees as detailed in the Fee Schedule. By opening an Account and using the Services provided by Colossos, you agree to pay all applicable Fees as per the Fee Schedule.

7.2. Fees collection - By using Colossos services, you grant us the authorization to automatically deduct any applicable Fees from your Account as per our Fee Schedule. If your Account reflects a negative Balance for any reason, it is your responsibility to resolve this promptly without the need for notification from us. Should you have a negative Balance in one wallet (Crypto or E-Money) while maintaining a positive balance in the other, you grant Colossos the authority to offset the negative balance using the available positive funds. Any fees incurred due to this action will be in alignment with our Fee Schedule. In the event of an unresolved negative balance, we reserve the right to employ various methods for recovery, such as issuing reminders, utilizing debt collection services, or initiating legal proceedings, with all associated costs being your responsibility.

7.3 Amending our Fees - We may adjust our Fees from time to time in accordance with Article 10. of this Agreement.

8. Communication Methods

8.1. Customers and Users communication with Colossos - Customers and Users may contact us via email at [email protected] or directly through the Platform using our chatbot service. We may employ specific identification measures to verify the customer's identity when contacted. The speed of the answer may vary according to circumstances.

8.2. Colossos communication with Customers and Users - We may reach out to Customers and Users via email, Platform notifications, chatbot interactions, telephone calls, and telephone messages.

Customers are responsible for keeping their email addresses and telephone up to date. Failure to maintain accurate contact information may impede our ability to deliver essential service updates and transactions details. We are not liable for any failure in communication or in the provision of the Services due to outdated or incorrect contact information by the Customer.

8.3 All emails and telephone messages from us to the Customers and Users are considered received of the day of actual receipt. Communication via email will be legally deemed as written communication through a durable medium. Certain communications may refer to content on our Website, which should be considered an integral part of the communicated information.

8.4 The official language for all documents and communications between us is English. While other languages may be employed for your convenience, English remains the authoritative language.

8.5 It is the responsibility of the Customer to ensure that all communications received from Colossos are authentic and originate from our official channels. Colossos will not be liable for any loss or damage resulting from the Customer's failure to verify the authenticity of communications received. If you experience any doubt regarding the authenticity of a communication, please contact [email protected] immediately.

9. Data Protection and Privacy

9.1.Colossos collects and maintains personal data of Customers and Users of our Services for the purpose of providing our services and addressing any inquiries. Colossos acts as the data controller for information collected for these activities. Personal data may be shared with third-party service providers where such sharing is needed to provide our Services and address any inquiries and will be performed in accordance with applicable data protection laws.

9.2.Colossos processes all personal data in compliance with applicable data protection laws.

9.3If personal data is transferred to a third party located outside the European Economic Area, Colossos will ensure that the same level of data protection is maintained as mandated by law within the EEA.

9.4For more details on our data usage and protection measures, please refer to Colossos' Privacy Policy.

10. Changes to the Terms and Conditions

10.1.We reserve the right to modify this Agreement, providing you with two months' prior notice. Notice of modifications will be communicated in accordance with the authorized communication methods specified in this Agreement.

10.2.The disagreement with the proposed changes shall be considered and treated as a request to terminate the Agreement and to close your Account. You are also entitled to terminate the Agreement and request the closure of your account free of charge during this two months' notice period. Such termination will be processed in accordance with the Account Closure process established in Article 6.

10.3The absence of objection to the changes within the two months' notice period will be deemed as your acceptance of the new Terms.

10.4Notwithstanding the above, immediate changes to this Agreement may be made to comply with legal and regulatory requirements, or in instances where such changes are more favourable to you than the current terms of this Agreement.

11. Suspension or Termination

11.1. By Customer - You may terminate this Agreement and close your Account at any time by closing your Account directly on the Platform and by requesting the termination of the Agreement in writing.

11.2.By Colossos - We reserve the right to suspend or terminate this Agreement and/or any of the Services provided with a two months' prior notice at any time and for any reason.

We may suspend or terminate this Agreement immediately if, for any reason, the Customer:

(a) Is unable to satisfy the Due Diligence Procedures.

(b) Breached any of the obligations established in this Agreement.

(d) Has engaged in fraudulent, money laundering, terrorism financing or other illegal activity or we have reasonable suspicions in respect of the same.

We may suspend or terminate this Agreement immediately when we are required to do so under any applicable laws or regulations or at the direction of any regulatory, law enforcement or other competent authority. We may also suspend or terminate this Agreement immediately in case the continuation of the provision of the Services has been made impossible for any reason.
We shall notify you as soon as possible of such immediate suspension or termination, unless prohibited by the applicable laws and regulations.

11.3The Agreement will automatically terminate when all Accounts of the Customer are closed, for any reason.

11.4On termination of this Agreement for any reason, your Account will be closed and any remaining Balance will be handled and returned in accordance with Article 7. The suspension or termination does not extinguish any obligations pertaining to Fees due. The Customer shall pay immediately all outstanding Fees due (where applicable) under this Agreement and in the event of a negative Balance in an Account shall reimburse Colossos such amount equal to the negative Balance.

12. Liability and Indemnification

12.1. To the fullest extent permitted by the applicable laws and regulations, our liability in connection with this Agreement and the Services provided to you shall be subject to the following exclusions and limitations:

12.1.1. We shall not be liable for any default resulting directly or indirectly from any cause beyond our control, including but not limited to an insufficient Balance.

12.1.2.We shall not be liable for Customer's additional costs, consequential damages, Customer's lost income or profits, failure or loss of the Customer's business, damage to the Customer's business reputation, indirect damages of the Customer, etc.

12.1.3. We shall not be liable for consequences resulting from the System operation disorders when such disorders are not the fault of Colossos.

12.1.4. We shall not be liable for consequences resulting from the temporary inaccessibility of your Account or the Services provided to you.

12.1.5. We shall not be liable for consequences arising from disruptions in the performance of the Services caused by any third party.

12.1.6. We shall not be liable for consequences arising from the misuse of your Account where appropriate security measures were not set in place by you.

12.1.7. We shall not be liable for criminal or any other illegal actions of third parties resulting in damage to the Customer or any other person.

12.2. To the fullest extent permitted by the applicable laws and regulations, you will indemnify, defend and hold us harmless from and against any claims, demands, actions, damages, losses, costs and expenses, including reasonable professional and legal fees arising or relating to:

12.2.1. Your use of the Colossos Services.

12.2.2.Your use of the Website or the Platform.

12.2.3.Any investment, acquisition, holding, exchange of Crypto-Assets through the Services.

12.2.4.Your failure to perform your responsibilities or the incorrect performance of your responsibilities, representations, warranties or obligations under this Agreement.

12.2.5.Any breach of any term or condition of this Agreement or any abusive, misleading, and purposefully damaging behaviours undertaken by you.

12.3.We assume no responsibility for the content of websites linked to and from our Website or our Platform or for any loss or damage arising from your use of such websites.

12.4.We do not guarantee uninterrupted operation of the System, our Website, our Platform, any of the Services provided to you, since these elements may be influenced, disordered, or disrupted by many factors beyond our control. We shall use reasonable efforts to ensure the continuity of operations but we shall not bear any liability regarding such interruptions.

12.5.In any case, our liability is limited to the total amount of Fees paid by the Customer over the period of the last 3 (three) months.

12.6.Nothing in this Agreement shall exclude or limit our liability for death or personal injury resulting from our negligence or fraud.

12.7.To the extent permitted by law, all conditions or warranties implied by law, statute or otherwise are expressly excluded.

12.8.The above exclusions and limitations set out in this section shall apply to any liability of our present, former or future employees, officers, directors, contractors, consultants, shareholders, suppliers, vendors, service providers, subsidiaries and affiliates, agents, representatives, predecessors, successors.

12.9.In case you owe us any sums, we may deduct these from your existing Balance immediately. Alternatively, you commit to settling the debt by other methods. We also retain the right to pursue repayment through lawful channels.

13. Force Majeure

13.1. For the purposes of this Agreement, &lqduo;Force Majeure Event” means any event beyond our reasonable control, which prevents us from fulfilling our obligations under this Agreement, including but not limited to acts of God, war, riot, terrorism, embargoes or trade sanctions, acts of civil or military authorities, fire, floods, earthquakes, power shortages or failures, extreme weather conditions, regulatory or legislative changes, pandemics such as COVID-19 or other public health crisis, internet or telecommunication failures.

13.2. We shall not be held liable for any delay, failure, or disruption in fulfilling our obligations under this Agreement caused by a Force Majeure Event, provided that we have made reasonable efforts to notify you and to mitigate the impact.

13.3.We shall inform you of the occurrence of a Force Majeure Event as soon as reasonably practicable, outlining the actions taken to mitigate its impact and the expected duration of any service interruptions.

13.4.If a Force Majeure Event continues for more than 30 calendar days, either party may terminate this Agreement by providing written notice to the other party, without any liability other than the obligations accrued prior to the termination.

14. IP Rights

14.1. All intellectual property rights, including but not limited to copyrights, trademarks, patents, and trade secrets related to the platform, its content, software, and services are the exclusive property of Colossos or its licensors. The Colossos name and logo are registered trademarks fully owned by Colossos S.A. Unauthorized use of these trademarks, or any materials on our platform, is strictly prohibited and may violate intellectual property laws.

14.2.You are granted a limited, non-exclusive, revocable license to access and use our Platform and Services, subject to this Agreement. This license does not include any rights to reproduce, distribute, modify, create derivative works from, or otherwise exploit any content, design elements, or features of our Platform or Website.

14.3.Your use of our Platform does not grant you any rights in or to our intellectual property or any licenses other than as expressly set forth herein. Any rights not expressly granted in this Agreement are reserved by Colossos.

14.4.Colossos reserves the right to enforce its intellectual property rights to the fullest extent permitted by law, including through civil remedies and criminal prosecution.

15. Complaints and Dispute Resolution

15.1.Should you have any complaints or concerns regarding this Agreement or the Services provided, you are encouraged to contact us promptly and refer to our Complaints Policy, which contains all the important information about our complaints handling procedure.

15.2.If your complaint remains unsettled following our internal complaints handling procedure, the issue will be resolved through direct negotiations between you and us. In the event that such negotiations fail, the dispute shall be settled in accordance with Article 16.2.

16. Final Provisions

16.1.The laws of the Republic of Lithuania shall govern this Agreement and any disputes or claims arising out of or in connection with this Agreement, including non-contractual disputes or claims.

16.2.Any dispute between you and us arising out of or in connection with this Agreement or the Services provided to you will be resolved through direct negotiation. Should negotiations fail to resolve the dispute, the matter shall be brought before the courts of the Republic of Lithuania. However, if you are a Consumer residing in an EU Member State other than the Republic of Lithuania, you may alternatively choose to bring the dispute before the courts of the Member State where you reside.

16.3.All official documents and communications between you and us shall be in English. In case of any conflict arising from the use of another language, the English version shall prevail. By agreeing to this Agreement, you confirm that you understand the English language and agree to this provision.

16.4.The headings, titles, and captions contained in these Terms are for convenience only and shall not affect the interpretation of the Terms.

16.5.In any provision of these Terms and Conditions shall be found by any court or legal authority to be invalid, illegal, or unenforceable, the other provisions shall remain in full force and effect.

16.6.The delay or failure by us to enforce any term or condition of these Terms and Conditions at any time will not constitute a waiver of our right to enforce such term or condition at a future time.

16.7.These Terms and Conditions, together with any other legal documents referenced herein, constitute the entire agreement between you and us.

16.8.You may not transfer or assign your rights or obligations under the Agreement without our prior written permission. On the other hand, we maintain the right to assign, transfer, or delegate any or all of our rights and obligations under the Agreement at any time without obtaining your consent.

16.9.This Agreement is between you and us. No other third party shall have any rights to enforce any term or condition of this Agreement.

16.10.Nothing in this Agreement shall be deemed to create an agency, partnership, joint venture, or any other similar relationship between you and us.

16.11.This Agreement supersedes and replaces all previous agreements between you and us, including prior versions of this Agreement. It also takes precedence over any conflicting or additional information found in other communications.

Annex 1: E-Money Services

17. Introduction

17.1.This Annex aims to clarify and supplement the Terms and Conditions stated in the main Agreement concerning the E-Money Services delivered to you as facilitated by Colossos Payments and provided by Modulr Finance B.V. This document is an integral part of the main Agreement and must be carefully reviewed for a comprehensive understanding of the Terms and Conditions governing the use of the E-Money Services.

18. Operational Framework

18.1.Colossos Payments UAB is a partner of Modulr Finance B.V., a company registered in the Netherlands with company number 81852401, which is authorised and regulated by the Dutch Central Bank (DNB) as an Electronic Money Institution (Firm Reference Number: R182870) for the issuance of electronic money and payment services. Your account and related payment services are provided by Modulr Finance B.V. Your funds will be held in one or more segregated accounts and the full value safeguarded in line with the Financial Supervision Act - for more information please see this link.

18.2.Virtual currency exchange and wallet services are provided by Colossos Digital Assets UAB. These are separate and unrelated to the account and payment services you receive from Modulr Finance B.V.

19. E-Money Services & associated Services

19.1.IBAN Accounts - Colossos offers local IBANs from several countries within the European Economic Area.

19.2.Supported Currencies - E-Money services delivered through the Colossos Platform only support EUR.

19.3.SEPA Transfers & Instant SEPA Transfers - Users can perform both SEPA Transfers and Instant SEPA Transfers. SEPA transfers enable you to send EUR to any bank account within the SEPA area, with standard processing times. Instant SEPA transfers offer quicker processing, typically completed within seconds.

19.4.Debit Card(s) - Depending on your Plan, you may request the issuance of one or several Debit Cards. These cards are to be used in accordance with Modulr's Terms and Conditions. Each Debit Card can be managed individually via the Colossos platform and can also be issued in association with a Sub-Account. For legal entities, Debit Cards may be issued in the name of Authorized Users, such as employees or representatives.

19.5.Sub-Account(s) - Depending on your Plan and Account Type, you may open up to a certain number of Sub-Accounts. You can open these Sub-Accounts at any time or close them at your discretion as long as they have been active for at least 30 calendar days. Closure requests will be processed at the end of the month in which they're submitted. Depending on your Plan and Account Type, you can issue one or several Debit Cards in association with a specific Sub-Account. You may also have the flexibility to assign varying levels of authorization to different Authorized Users across these Sub-Accounts.

19.6.Transaction Statements and Records - All Users will have access to real-time transaction statements and records through the Colossos Platform. These outline all Account activities, including transaction history, transaction confirmations, Fees, and any other relevant information. Statements will be maintained and accessible during the duration of this Agreement and afterwards at your written request for a duration consistent with legal requirements.

Annex 2: Cryptocurrency Services

20. Introduction

20.1.This Annex aims to clarify and supplement the Terms and Conditions stated in the main Agreement concerning the Cryptocurrency Services provided to you by Colossos Digital Assets UAB. This document is an integral part of the main Agreement and must be carefully reviewed for a comprehensive understanding of the Terms and Conditions governing the use of the Cryptocurrency Services.

21. Operational Framework

21.1.Colossos Digital Assets UAB is registered by the State Enterprise Centre of Registers of the Republic of Lithuania as a provider of virtual currency exchange and virtual currency wallet provider. Colossos Digital Assets UAB is a company legally registered and operating under the legal acts of the Republic of Lithuania, company code 306163726, headquartered at Žalgirio g. 88-101, LT-09303 Vilnius.

21.2.Virtual currency exchange and wallet services are provided by Colossos Digital Assets UAB. These are separate and unrelated to the account and payment services you receive from Modulr Finance B.V.

22. Description of Cryptocurrency Services

22.1.Crypto Wallet

22.1.1.When you create your Colossos Account, the Platform generates a cryptographic key pair composed of both a private and a public key, forming your Crypto Wallet. The Crypto Wallet on the Colossos Platform allows you to securely store, send, and receive supported Crypto-Assets. A set of deposit addresses linked to your Crypto Wallet will be generated and visible to you within the Platform. These deposit addresses may be shared with others or used by you to complete Deposits from external wallets to your Crypto Wallet.

22.1.2.While Colossos acts as the custodian of the Crypto-Assets stored in your Colossos Crypto Wallet, it's important to clarify that we acquire no legal or beneficial rights, title, or interest in those assets. Ownership of the Crypto-Assets in your wallet remains solely yours. However, your ability to utilize the Services offered by Colossos is contingent upon successful identity verification, our compliance procedures, as well as your adherence to this Agreement and to all applicable laws and regulations.

22.1.3.The List of Supported Assets and Networks may vary from time to time. It is published and can be found on our Website.

22.1.4.Colossos reserves the right to remove or suspend one or more Crypto-Assets or Networks from the List of Supported Assets and Networks. Whenever possible, we will make reasonable commercial efforts to notify you in advance. From the date of such notification, you will only be able to withdraw the affected Crypto-Asset(s). If unsupported Crypto-Assets remain in your Crypto Wallet beyond the specified period notified to you, we may convert those Crypto-Assets into a different type of Digital Asset, prioritizing widely accepted stablecoins whenever possible. Whenever possible, you will be notified in advance of any such conversion and will have the opportunity to withdraw your affected Crypto-Assets. If circumstances prevent prior notification, Colossos reserves the right to take appropriate measures to safeguard your interests, including the possibility of converting the affected Crypto-Assets into another type of Crypto-Asset, with priority given to a widely accepted stablecoin.

Colossos may temporarily suspend services for a specific Crypto-Asset in anticipation of or following a Fork. We are under no obligation to support either the original or the Forked Crypto-Assets. Should we decide to support a Fork, an announcement will be made through appropriate communication channels. You acknowledge that Colossos has no control over Fork events or the outcome of forked Crypto-Assets. In instances where a Forked asset is not supported by Colossos, you may not be able to trade the Forked digital assets on our platform, and you may lose any value associated with the relevant assets. Colossos shall not be responsible for any losses incurred by you due to Fork events, whether caused in whole or in part, directly or indirectly.

22.2.Deposits/Withdrawals

22.2.1.Deposits - Deposits are the actions of transferring Crypto-Assets from an external wallet into your Colossos Crypto Wallet.
Subject to these Terms, you may initiate a deposit by sending Crypto-Assets from an external wallet to your Colossos Crypto Wallet. To make a deposit, you can find your deposit address and network information on the Colossos Platform. Deposits are not immediate and may take time to appear in your Colossos Crypto Wallet due to network delays, network congestion, or other factors in accordance with these Terms and applicable laws and regulations where applicable.
To make a deposit, it is your responsibility to ensure that the correct Network and Deposit Address are used. Any losses arising from incorrect information or unsupported Crypto-Assets are solely your responsibility. In cases where incorrectly sent Crypto-Assets may be recoverable, Colossos reserves the right to impose a fee for such recovery.

22.2.2.Withdrawals - Withdrawals are the actions of transferring Crypto-Assets from your Colossos Crypto Wallet to an external wallet.

Subject to these Terms and the availability of sufficient Balance, you may initiate a withdrawal request from the Colossos Platform to transfer Crypto-Assets to an external wallet. Upon receiving a withdrawal request, Colossos will deduct the Balance (including network fees and any other Fees as per the Fee Schedule) from your Crypto Wallet and initiate an on-chain transfer to your designated external wallet. All applicable Fees will be displayed to you prior to confirming your withdrawal request.

To initiate a withdrawal, all necessary information will be requested through the Colossos platform. At a minimum, you will be required to provide the Network, Crypto-Asset, external wallet address, and the Amount to be withdrawn. Additional relevant information may also be requested as needed. It is your responsibility to ensure the accuracy of all provided information.

The execution of your withdrawal may be subject to delays due to the network used, network congestion, or other factors in relation to this Agreement and applicable laws and regulations. Please be advised that Colossos cannot guarantee the immediate processing of withdrawals, although we strive to execute them as quickly as possible. Additionally, Withdrawals will not be executed when the Balance of the Crypto-Assets you are willing to withdraw is not sufficient to cover the sum of the withdrawn amount and the applicable Fees.

22.2.3.Deposits and Withdrawals can only be executed in accordance with the List of supported Assets and Networks. This list may vary from time to time. It is published and can be found on our Website.

22.3.Internal Transfers - Internal Transfers refer to the process of transferring Crypto-Assets from one Colossos Account to another within the Colossos Platform. Such Transfers are executed in accordance with the Fee Schedule.

22.4.Crypto-Assets conversions - Crypto-Assets conversions allow you to convert Crypto-Assets or E-Money held in your Colossos Account into other supported Crypto-Assets or E-Money. Prior to confirming any conversion, an indicative exchange rate and any applicable Fees will be displayed to you. By confirming the conversion, you agree to the indicative exchange rate displayed to you and to any applicable Fees, as outlined in our Fee Schedule.

It's important to note that exchange rates are subject to fluctuations up until the conversion is executed. Once a conversion is complete, it is irreversible. Therefore, you are responsible for fully understanding the conversion details before proceeding. Colossos assumes no liability for losses incurred due to market volatility or misunderstandings concerning the conversion process.

The list of supported Crypto-Assets for conversions can be found on our Website and may vary from time to time. Additionally, swaps are subject to both availability and limitations such as minimum and maximum amounts, which will be displayed to you within the Platform. Colossos reserves the right to limit, suspend, or discontinue the conversion service for specific Crypto-Assets or for all users at its sole discretion. You assume all associated risks, including but not limited to market volatility and feature availability.

23. Users' responsibilities

23.1.Assuming involved risks using Crypto-Assets related services - You acknowledge that participating under any form in the Crypto-Assets markets involves substantial risk, including but not limited to the volatility of asset values. Colossos is not responsible for any financial losses that may result from market fluctuations or your use of Colossos Services. It is your responsibility to assess and assume all risks associated with your activities on the Colossos Platform.

23.2.Execution of transactions - For every transaction you initiate on the Colossos Platform, you are obligated to provide correct and complete information. Failure to provide accurate information may result in delays, non-completion, or incorrect execution of transactions. Colossos reserves the right to refuse to execute transactions if the information provided by you is incorrect, incomplete, or if you are unable to supply additional requested information in a timely and accurate manner.

23.3.Compliance with local applicable laws and regulations - You are solely responsible for understanding and adhering to all applicable laws and regulations of your specific jurisdiction that may apply to your use of Colossos Services. This includes, but is not limited to, tax obligations, reporting requirements, and legal constraints. Non-compliance with your local laws can result in you losing access to part or all of Colossos Services.