Terms of Business

Last updated: July 27, 2026

These Terms of Business (the “Terms”) govern the relationship between you and the Stablegate group in connection with your use of our crypto brokerage, on-/off-ramp services, OTC desk, and B2B API features available on stablegate.com and app.stablegate.com (the “Services”).

1) Parties and contracting entity

Switzerland: STGG AG, Dammstrasse 16, 6300 Zug, Switzerland; CHE-282.984.669; member of a FINMA-recognised SRO; 101275.

Contracting entity. Your contracting entity is STGG AG, subject to applicable law and any product-specific requirements. STGG AG may serve clients in any permitted jurisdiction (excluding restricted countries). We will confirm the contracting entity during onboarding and/or in your order/trade confirmation.

Contact: [email protected]

Regulatory Disclosure. STGG AG ("Stablegate") is a company incorporated under Swiss law and is not authorized under the Markets in Crypto-Assets Regulation (MiCA) or by any financial supervisory authority of the European Union or European Economic Area. The services described are not offered to EU/EEA residents except under the reverse solicitation exemption as defined in Article 61 of MiCA.

2) Eligibility

• You confirm that you are at least 18 years old and have the capacity to enter into these Terms.
• Our Services are not offered to U.S. residents or citizens or persons otherwise prohibited by applicable sanctions/embargoes.
• You may only use the Services if permitted by the laws of your country of residence/domicile.

Reverse Solicitation Affirmation. If you are a natural person who is a resident or citizen of the European Union (EU) or European Economic Area (EEA), or if you are a legal entity established or registered in the EU/EEA, you confirm that you are engaging with STGG AG ("Stablegate") entirely at your own initiative and not as a result of any direct or indirect marketing, solicitation, or advertising by STGG AG ("Stablegate") or any of its representatives. You further acknowledge that Stablegate's services are made available to you solely under the reverse solicitation exemption as defined in Article 61 of the Markets in Crypto-Assets Regulation (MiCA).

3) Scope of Services

• On-/Off-Ramp Exchange. Fiat ↔ crypto exchange and payouts.
• OTC Desk. Quote-driven execution for larger or bespoke orders.
• B2B API. Enterprise access to exchange and orchestration features, subject to Section 12.
• No margin/derivatives/staking/lending. We do not provide these products.
• No custody. We do not hold client assets on a custodial basis. Client funds/crypto are received solely to execute an exchange and promptly transferred to the destination you designate (Section 5).

Cross-border Services Restrictions

STGG AG is a Swiss Virtual Asset Service Provider, member of the Financial Services Standards Association (VQF), a Swiss Self-Regulatory Organisation under the supervision of Swiss Financial Market Supervisory Authority (FINMA). STGG's products and services are only regulated in Switzerland. They are not registered or approved outside of Switzerland.

Any information on STGG's website https://stablegate.com/ (i) is not intended and should not be construed as an offer, solicitation or recommendation outside of Switzerland and (ii) may not be suitable or lawful in your jurisdiction.

You are welcome to explore STGG's website at your own initiative. Click 'Proceed at My Own Initiative' if you are either (i) a resident of, or domiciled in, Switzerland, or (ii) are resident of, or domiciled outside of, Switzerland but would like to visit STGG's site on your own initiative.

If you fall under (ii) above, when choosing 'Proceed at My Own Initiative', it is important to do this on your own initiative, as STGG is not authorized to promote its products and services outside Switzerland. If you do not wish to visit the site, please click 'Exit Site'.

If you click 'Proceed at My Own Initiative' to explore, please note that you:

• are confirming you have read and understood the above;
• are accessing STGG's website at your own initiative, without active promotion or solicitation from STGG;
• are responsible for ensuring access is lawful in your jurisdiction; and
• understand that exploring the website does not create a customer relationship.

4) Onboarding, KYC/AML and compliance

• You must complete onboarding and provide accurate information, and you consent to our KYC/AML checks, including liveness and other identity-verification steps performed by our service providers.
• We may request updated documents at any time and you agree to provide them promptly.
• We may share Travel Rule information with other VASPs and reject, block, or delay transfers that lack required originator/beneficiary information or that otherwise present compliance risk.

5) Funding, withdrawals and third-party payments

• Deposits (fiat/crypto). You may fund your orders from your own accounts/wallets or from permitted third parties where legally allowed. We may request documentation to establish the third party’s identity/relationship and the source of funds/wealth.
• Withdrawals/payouts. We send fiat/crypto to the destination you designate (your own or a permitted third party’s). We may withhold or route transfers differently to meet legal requirements, mitigate fraud, or comply with network/payment-scheme rules.
• No formal min/max. We do not impose general minimums/maximums. Operational, regulatory, or partner constraints may require temporary or per-transaction limits, which we will communicate where practicable.
• Network confirmations & fees. On-chain transfers require network confirmations and may incur network fees; settlement times depend on the underlying network or payment system.
• Unsupported assets. We may decline to accept or withdraw tokens/networks we do not support. If you send unsupported assets, recovery may be impossible or subject to recovery fees and best efforts only.

6) Quotes, execution and pricing

• Quote before funding. We will inform you of the exchange rate and fees before you initiate funding.
• Validity. Unless otherwise stated, quotes are valid for 1 hour from issuance and may be conditional on receipt of funds within that window; if funds are not received in time, we may re-quote.
• Best effort/best execution. We use reasonable care, skill, and best efforts to achieve competitive pricing through our liquidity sources (exchanges/OTC counterparties). Actual execution may differ from indicative quotes due to market movement, latency, or venue conditions.
• Slippage and partial fills. You accept the risk of slippage and that we may complete orders in multiple fills/venues. For OTC, a trade confirmation will specify the final executed rate/amount.
• FX handling. Fiat currency conversions (if any) use rates provided by our partners at the time of execution.

7) OTC desk (additional terms)

• OTC trades are principal or riskless principal transactions executed against our or our partner liquidity.
• We may require pre-funding or collateral. Settlement, cut-offs, and instructions are as per the trade confirmation.
• Orders may be cancelled if market disruption or extraordinary volatility occurs.

8) No custody; title and risk

• We do not operate a wallet or custodial service and do not take ongoing possession of client assets.
• Any temporary holding is incidental to execution and not a deposit, investment, or safekeeping service, and does not earn interest, yield, or staking rewards.
• Title and risk in crypto assets pass upon broadcast/confirmation to your designated address; for fiat, upon our bank’s acceptance of your outgoing payment order (subject to payment-scheme rules).

9) Fees

Our fees are published on a separate page: Fees. Fees may include spreads, commissions, network/partner fees, and recovery or investigation costs where applicable.

10) Prohibited and restricted activity

You agree not to use the Services to engage in illegal activity, sanctions evasion, market manipulation, fraud, IP infringement, or activity that would expose Stablegate or its partners to regulatory or security risk. We may restrict assets, addresses, counterparties, or geographies as required by law or our risk policies.

11) Account suspension, freezing and termination

We may freeze, suspend, or terminate your access, or delay/decline a transaction if:
(a) you breach these Terms; (b) you fail to provide up-to-date documents on request; (c) we detect fraud, suspicious activity, or regulatory risk; (d) required by law, court, regulator, or SRO; or (e) the account is inactive for more than 12 months. Where legally permitted, we will notify you. We are not obliged to explain the reason for a freeze, suspension, termination, or declined transaction.

12) API terms (B2B)

• Licence. We grant you a non-exclusive, non-transferable, revocable licence to use our API solely to integrate the Services into your systems.
• Keys & security. You must keep API keys confidential, implement industry-standard security, and notify us immediately of compromise.
• Rate limits & fair use. You must comply with rate limits and avoid undue load or abusive calling patterns.
• Uptime/SLA. We provide the API on a commercially reasonable efforts basis; no guaranteed uptime unless agreed in writing.
• Data. You may not use data from the Services to build competing services, for surveillance, or in violation of privacy laws.
• Sandbox. Test data must not include real personal data unless we agree in writing.

13) Forks, airdrops and protocol events

We are not obliged to support forks, airdrops, re-orgs, token migrations, or network upgrades. We may suspend processing during such events and determine, at our discretion, whether and how to support resulting assets.

14) Risk disclosures

Crypto assets involve market volatility, technology and smart-contract risk, liquidity risk, operational and custody risk (even though we are non-custodial, execution involves third-party venues), regulatory changes, stablecoin de-pegs, and blockchain finality considerations. You should consider whether you can afford the risk of loss. You are responsible for your tax obligations.

Acceptance of Risk. A Client guarantees to comply with and act within all legal boundaries within the applicable jurisdiction to the business relationship, particularly in relation to MiCA regulations applicable in the EU/EEA, and especially including but not limited to tax laws.

Our Security Obligations

STGG AG ("Stablegate") implements robust technical and organizational measures to safeguard client information and digital assets. These include secure encryption, multi-factor authentication, ongoing vulnerability assessments, and infrastructure-level intrusion detection systems. These measures complement client-side security responsibilities outlined in this document.

15) Communications and notices

You consent to receive electronic communications (in-app, email). Notices are deemed received when sent to your registered email address or delivered in-app. You must keep your contact details current.

16) Intellectual property

The Services, site/app, API, and content are protected by IP laws. We grant a limited licence to access and use the Services for their intended purpose. You may not copy, modify, reverse engineer, or scrape the Services except as permitted by law.

Not for Distribution. This document is confidential and is intended only for persons who have contacted STGG AG ("Stablegate") at their own initiative. It may not be copied, distributed, published, or shared - particularly in jurisdictions such as the European Union (EU) or European Economic Area (EEA), where STGG AG ("Stablegate") does not offer or advertise its services.

17) Liability and indemnity

• No indirect damages. To the extent permitted by law, we are not liable for indirect, incidental, special, exemplary, or consequential damages, loss of profits, data, goodwill, or business interruption.
• Cap. Our aggregate liability for the Services in any 12-month period is capped at the fees you paid to us for the relevant Services in that period, except for liability that cannot be limited by law (e.g., fraud, wilful misconduct).
• Indemnity. You will indemnify us and our partners against losses arising from your breach of these Terms or violation of law, except to the extent caused by our fraud or wilful misconduct.

18) Changes to the Services and to these Terms

We may modify the Services or these Terms. Material changes will be notified via the site/app or email with reasonable advance notice where practicable. Continued use after the effective date constitutes acceptance.

19) Governing law and venue

These Terms are governed by Swiss law; the exclusive venue is the courts of Zug, Switzerland (subject to mandatory consumer jurisdiction rules, if applicable).

20) Language

These Terms are provided in English only. If we provide translations, the English version controls in case of conflict to the extent permitted by law.

21) Contact

Stablegate — Privacy & Legal
[email protected]
STGG AG — Dammstrasse 16, 6300 Zug, Switzerland; CHE-282.984.669; member of a FINMA-recognised SRO; 101275.