Terms and Conditions

These Terms and Conditions (the “Terms and Conditions”) of Umbraswap (hereinafter referred to as “Umbraswap”, “we”, “our” or “us”), a limited liability company incorporated under the jurisdiction of Costa Rica (registration number 3-102-944661), with its registered address at Province 01 San José, Canton 15 Montes de Oca, Costa Rica, are applicable to and available on our website (“Our Website”) and our Platform (the “Platform”). They define your obligations to us and our responsibilities to you, how and when our agreement with you may be terminated, and the extent of our liability to you.

These Terms and Conditions govern our provision of payment and/or exchange services, consisting of the execution of payment and/or exchange transactions ordered by you through our Platform. These conditions apply to your use of our Platform, where you instruct us to execute, and we agree to perform for you, any of our services for making payment transactions, including all content, functionality, and services offered through it.

Our obligations under these Terms and Conditions are determined by our acceptance of you as a user, which is at our sole discretion. We reserve the right to refuse to provide our Services without indicating a reason. You must promptly provide us with all information and documentation that we may request at any time in order to comply with applicable legal requirements, including those related to anti-money laundering and counter-terrorism financing.

The following terms used in these Terms and Conditions have the meanings set out below:

• “Business Day”
• means Monday to Friday, 9:00 a.m. to 6:00 p.m. (GMT-6, Costa Rica Standard Time), excluding public holidays in Costa Rica.
• “Digital Wallet or E-Wallet”
• means a software application, electronic device, or other mechanism for holding, storing, and transferring Private E-currency, E-money, and/or other digital assets.
• “Exchange Transaction”
• means the provision of solutions for the exchange of digital assets into other digital assets or fiat currency, and vice versa. Our service displays the applicable currency rates and the amount of assets you will receive on the Platform.
• “E-currency or E-money”
• means a digital representation of Fiat Currency used to electronically transfer value denominated in Fiat Currency.
• “Executing Partner”
• means Collect & Exchange Ltd., a company authorised by the Astana Financial Services Authority (AFSA) under the Acting Law of the Astana International Financial Centre, AFSA register number AFSA-G-LA-2023-0002, which executes payment and exchange transactions on behalf of Umbraswap pursuant to a partner services agreement.
• “Fiat Currency”
• means a currency issued by or on behalf of a government, designated as legal tender in the relevant jurisdiction by government decree, regulation, or law.
• “Our Services”
• means any money or payment services provided by Umbraswap, including but not limited to payment and/or exchange services through the Platform, whether executed directly by Umbraswap or through the Executing Partner.
• “Paying Agent”
• means an individual or legal entity acting as a third-party payment service provider, or an agent acting on our behalf or on behalf of the Executing Partner, who processes a payment transaction in the destination country specified by you.
• “Payment and/or Exchange Order”
• means any instruction submitted by you to us through our Platform requesting the execution of a payment and/or exchange operation.
• “Payment Transaction”
• means the transfer of money and/or digital assets to the Recipient.
• “Digital Asset or Private E-currency”
• means a digital representation of value that (1) can be digitally traded and functions as (a) a medium of exchange; (b) a unit of account; or (c) a store of value; (2) can be exchanged for Fiat Currency, but is neither issued nor guaranteed by any government; and (3) fulfils these functions only by agreement within the community of its users.
• “Recipient”
• means a natural or legal person designated by you as the recipient of a Payment Transaction, who receives the transfer through an appointed Paying Agent.
• “You”, “Your”, “User”
• mean a natural or legal person who enters into an agreement with us for the provision of our Services.

Each payment and/or exchange transaction that we carry out for you constitutes a separate contract governed by these Terms and Conditions.

Umbraswap provides its Services in partnership with Collect & Exchange Ltd. (“Executing Partner”), a company incorporated in Kazakhstan and authorised by the Astana Financial Services Authority (AFSA) under the Acting Law of the Astana International Financial Centre for the provision of money services in relation to digital assets (AFSA register number AFSA-G-LA-2023-0002).

The actual execution of payment and exchange transactions placed through our Platform may be carried out by the Executing Partner on behalf of Umbraswap pursuant to a partner services agreement between the parties. By accepting these Terms and Conditions, you acknowledge and consent to your transaction data being shared with the Executing Partner to the extent necessary for the performance of the Services.

Umbraswap remains your primary point of contact for all matters relating to the Services, including customer support, complaints, and any queries regarding your account. The involvement of the Executing Partner does not affect your rights under these Terms and Conditions.

We may amend these Terms and Conditions from time to time, for example, to comply with changes in applicable legislation or regulatory requirements, or in response to changes in market conditions.

If we amend these Terms and Conditions, we will do so by posting a revised version on our Website. The date the updated Terms are posted will constitute the effective date of any changes (the “Effective Date”). If you wish to receive a written copy by post, we will send it to you upon request. Any amendments will generally apply only to Payment and/or Exchange Orders submitted after the Effective Date, unless we are required by applicable law or regulatory requirements to apply them retrospectively. An updated version of these Terms and Conditions supersedes all prior versions.

We do not guarantee that our Website or Platform, or any of their contents, will always be available or uninterrupted. We may suspend, withdraw, or restrict availability for business or operational reasons and will endeavour to provide reasonable notice of any planned suspension or withdrawal.

By using our Website and/or Platform, you represent and warrant that you are at least 18 years of age and have full legal capacity to enter into a binding contract. You further represent and warrant that you are not located in, under the control of, or a national or resident of any jurisdiction that is subject to applicable sanctions or restrictions, as listed by relevant sanctions enforcement agencies.

If we become aware that a user is under 18 years of age and/or is located in a restricted jurisdiction, we will cancel the user’s account and delete all associated information from our systems.

Upon accepting you as a user and completion of the registration process, we will provide you with access credentials consisting of a username and password (“Access Codes”). Your Access Codes are strictly confidential, personal, and non-transferable. You are solely responsible for maintaining their security. If you believe your Access Codes have been compromised, you must contact us immediately. Any unreasonable delay in doing so may affect the security of your account and may result in you bearing responsibility for any resulting losses. We reserve the right to disable any Access Codes at our sole discretion.

You are responsible for providing all equipment and software necessary to access and use our Services, including a compatible device, operating system, and internet connection. We reserve the right to discontinue support for any software version that we determine to be insecure or otherwise unsuitable for use with our Services.

We are not responsible for the content, policies, products, or services of any third-party websites linked to or accessible through our Website and/or Platform. Any reliance on such third-party content is at your own risk.

You must not misuse our Website and/or Platform by knowingly introducing viruses, trojans, worms, logic bombs, or any other malicious or technologically harmful material. You must not attempt to gain unauthorised access to our Website, Platform, or any associated servers, computers, or databases. You must not attack our Website and/or Platform via a denial-of-service or distributed denial-of-service attack.

Any breach of this clause constitutes a criminal offence. We will report any such breach to the relevant law enforcement authorities and will cooperate fully, including by disclosing your identity. In the event of such a breach, your right to use our Website and/or Platform will cease immediately.

You may submit Payment and/or Exchange Orders through our Platform. Each order must contain the information we require from time to time, including:

• Full name and identifying details of the Recipient.
• Country of destination of the Payment Transaction.
• Amount and currency of the Payment Transaction.
• In the case of a bank transfer: the IBAN or equivalent bank account code of the Recipient.

We only accept Payment and/or Exchange Orders submitted through our Platform. Submitting an order constitutes your authorisation for us to execute the relevant transaction.

Before we execute any order, you must ensure that we have received the necessary funds in cleared and immediately available form. We do not provide credit or advance funds. Accepted payment methods include payment by debit or credit card, subject to authorisation from your card issuer.

You are responsible for ensuring that the payment method you provide has sufficient funds to cover the transaction. All Payment Transactions are subject to applicable laws and regulations of Costa Rica and any other relevant jurisdictions.

Where a Payment and/or Exchange Order requires currency conversion, we will apply the applicable exchange rate and communicate this to you prior to execution. Detailed information on available currencies, countries, exchange rates, and applicable fees can be found on our Website and/or Platform.

Upon appropriate verification of a transaction and/or relevant blockchain information, we reserve the right to suspend and/or cancel any transaction at any time at our sole discretion.

If we receive a Payment Order before 3:30 p.m. (GMT-6) on a Business Day, it will be deemed received on that Business Day. Payment Orders received after 3:30 p.m. (GMT-6) or on a non-Business Day will be deemed received on the next Business Day.

Once received, a Payment Order is irrevocable.

If we execute a Payment Order based on incorrect information provided by you, we will not be liable for any resulting losses, although we will make reasonable efforts to assist in recovering the payment and may charge a fee to cover our reasonable costs in doing so.

We may, at our sole discretion, refuse to proceed with a Payment Transaction, including in the following circumstances:

• Where required under applicable anti-money laundering or counter-terrorism financing legislation, or where we know or suspect the transaction may be unlawful.
• Where you have failed to provide satisfactory evidence of identity or other required information.
• Where we know or suspect the Payment Order contains errors or was not authorised by you.
• Where there is insufficient time to execute the transaction by the requested time.
• Where you have not provided sufficient cleared funds.
• Where you are in breach of any obligation under these Terms and Conditions.

We also reserve the right to refuse or restrict transactions involving certain countries that we determine, at our sole discretion, present elevated risk or compliance complexity.

Where we refuse a Payment Order, we will notify you and, where lawful and possible, explain the reason and how to rectify the issue.

Once a Payment Order is accepted, we will provide you without undue delay with: (A) a reference number; (B) the amount and currency of the transaction; (C) applicable fees; (D) the exchange rate used, if applicable; and (E) the date we received the order. You will also receive an email confirmation at the address registered to your account.

We may be liable to you if we execute a Payment Transaction that you did not authorise. If you believe this has occurred, you must contact us as soon as possible using the contact details set out in clause 29 below. We will investigate the matter and, where confirmed, will refund the full amount without undue delay.

You will not be entitled to a refund:

• If you fail to notify us in writing without undue delay, and in any event no later than 2 months after the date of the unauthorised transaction; or
• If the transaction was in fact authorised by you.

You will be liable to us for all losses arising from any fraud or fraudulent activity on your part.

We may be liable to you where we fail to execute or incorrectly execute a Payment Transaction that you authorised. If you believe this has occurred, please contact us as soon as possible. We will investigate and, where confirmed, will correct the error and deliver the outstanding amount without undue delay.

You will not be entitled to a remedy:

• If you fail to notify us in writing without undue delay, and in any event no later than 2 months after the date of the incorrect transaction; or
• Where we can demonstrate that the authorised amount was received by the Recipient at the appropriate time; or
• Where the failure or error was caused by incomplete or incorrect information provided by you.

We will have no liability for failure to execute a transaction where the reason was our prior refusal to proceed with that transaction.

You may deposit digital assets (cryptocurrency) or fiat money into your Umbraswap account via bank card or other accepted methods, or by transferring from your account on another platform.

You may withdraw digital assets (cryptocurrency) or fiat money by returning funds to the original payment method or to a designated bank or other account.

Use of our Platform and Services will incur fees as set out on our Platform from time to time. These fees will be charged to your designated payment method together with any other applicable costs.

Before executing any Payment and/or Exchange Order, we will provide you with information regarding applicable fees, costs, and exchange rates.

In addition to our fees, a Payment Transaction may be subject to fees charged by third parties such as banks or other payment institutions, as well as any applicable deductions required by the authorities of the destination country. We will only deduct amounts up to the limit of our legal liability.

If you use a mobile device in connection with a Payment Transaction, you are responsible for any charges imposed by your mobile service provider.

You agree that we may set off any amount you owe us against any sums owed by us to you.

We reserve the right, at our sole discretion, to: (i) refuse to process a Payment Transaction; (ii) limit the amount of a Payment Transaction; (iii) require additional information; and/or (iv) take any other reasonable measures where necessary to comply with applicable law or to address concerns regarding the identity of persons involved.

You agree not to use our Services on behalf of any third party.

Our Services are subject to such transactional restrictions as we may impose from time to time, including maximum transaction amounts, destination country limitations, and available currencies.

We may terminate these Terms and Conditions and/or suspend our Services to you immediately:

• Where you fail to provide us with information necessary to execute a Payment Transaction;
• Where it becomes unlawful for us to continue providing our Services, or where we are required to cease by law, court order, or a relevant regulatory authority;
• Following a material breach by you of any of these Terms and Conditions, or where we have reasonable cause to suspect fraud, criminal activity, or money laundering by you;
• In the event of your death, incapacity, insolvency, bankruptcy, liquidation, or any analogous event;
• As provided for in clause 20 (Changes Beyond Our Control).

The following clauses shall survive the termination or expiry of these Terms and Conditions for any reason: clause 20 (Changes Beyond Our Control), clause 22 (Personal Data Protection), clause 23 (Limitation of Liability), clause 31 (Applicable Law and Jurisdiction), clause 32 (Third Party Rights), and clause 36 (Entire Agreement).

We reserve the right to impose acceptable purpose conditions in relation to the provision of our Services, including the prohibition of certain categories of Payment and/or Exchange Orders. We will report any suspicious activity to the relevant authorities.

If any Payment Transaction is conducted or attempted in breach of applicable acceptable purpose conditions, we reserve the right to reverse the transaction, close or suspend your access to our Services, report the matter to relevant law enforcement, and/or claim damages from you.

We are not liable to you if we are unable to perform, or are delayed in performing, any of our obligations due to circumstances beyond our reasonable control, including but not limited to: industrial action, acts of God, fire, flood, storm, war, terrorism, civil unrest, government orders, regulatory action, power or systems failure, or extraordinary fluctuations in financial markets. If such circumstances occur, these Terms and Conditions shall be suspended for the duration, or, at our discretion, we may terminate these Terms and Conditions to protect the interests of both parties.

By using our Services, you consent to receive all notices, disclosures, and statements in electronic form, including email confirmations, updates to these Terms and Conditions, and other service communications.

You are responsible for keeping your email address and any other contact details up to date in our system. You may update your contact details through our Website and/or Platform.

Our Privacy Policy, available on our Website and/or Platform, sets out the terms on which we process personal data collected from you or otherwise provided by you. By using our Website and/or Platform, you consent to such processing and represent and warrant that all data provided by you is accurate. See our Privacy Policy for full details.

Our total liability to you in connection with a Payment Transaction is limited to the full amount of that transaction, together with any applicable charges and interest payable as a consequence of non-performance or incorrect performance.

We will not be liable to you where non-performance or incorrect performance is due to abnormal and unforeseeable circumstances beyond our control, or where our obligations are otherwise governed by applicable national or international law.

Nothing in these Terms and Conditions limits our liability for death or personal injury caused by our negligence, for fraudulent misrepresentation, or for any other liability that cannot be excluded or limited under applicable law.

You shall indemnify and hold harmless Umbraswap, its affiliates, licensors, officers, directors, employees, contractors, and agents from and against any claims, liabilities, damages, judgments, losses, costs, and expenses (including reasonable legal fees) arising out of or relating to: (i) your breach of these Terms and Conditions; (ii) your use of our Website, Platform, or Services other than as expressly authorised herein; or (iii) your negligence, fraud, or wilful misconduct.

Your use of our Website, Platform, and Services is at your own risk. To the extent permitted by law, our Website, Platform, and Services are provided on an “as is” and “as available” basis, without any representations, warranties, or guarantees of any kind, whether express or implied. We do not warrant that our Website or Platform will be accurate, reliable, error-free, or uninterrupted, that defects will be corrected, or that our systems are free from viruses or other harmful components. This clause does not affect any warranties that cannot be excluded or limited under applicable law.

Trading and holding digital assets involves substantial risk. You should carefully consider whether trading or holding digital assets is appropriate for you in light of your financial circumstances. By using our Services, you acknowledge and accept the following:

• Market volatility:
• The value of digital assets can fluctuate dramatically within short periods of time and may result in significant financial loss, including the total loss of funds invested.
• Irreversibility of transactions:
• Transactions executed on a blockchain network are generally irreversible once confirmed. Umbraswap and the Executing Partner cannot cancel, reverse, or recover funds from confirmed on-chain transactions under any circumstances.
• Wallet address accuracy:
• You are solely responsible for providing accurate and correct wallet addresses and payment details. Transactions sent to an incorrect wallet address are irretrievable. Neither Umbraswap nor the Executing Partner accepts any liability for losses arising from incorrect wallet addresses or payment details provided by you.
• Network and gas fees:
• Blockchain transactions may incur network fees (also referred to as “gas fees”) imposed by the relevant blockchain network. These fees are separate from our service fees, are not controlled by Umbraswap, and are non-refundable regardless of whether the transaction succeeds or fails.
• Unsupported tokens and forks:
• We only support the specific digital assets listed on our Platform from time to time. In the event of a blockchain fork, airdrop, or the creation of new tokens, we do not guarantee support for any resulting assets. We reserve the right to determine in our sole discretion how to handle such events and shall not be liable for any resulting loss of value or inaccessibility of assets.
• Regulatory risk:
• The regulatory status of digital assets is uncertain and varies by jurisdiction. Changes in law or regulation may adversely affect the value, availability, or legality of digital assets in your jurisdiction.
• No investment advice:
• Nothing in these Terms and Conditions or on our Platform constitutes financial, investment, legal, or tax advice. You should seek independent professional advice before making any decisions relating to digital assets.

In accordance with applicable anti-money laundering, counter-terrorism financing, and know-your-customer (“KYC”) requirements, we are required to verify the identity of all users before providing access to our Services. You agree to cooperate fully with our verification process, which may include:

• Providing government-issued photo identification (e.g. passport, national identity card, or driving licence).
• Providing proof of address documentation.
• Providing information regarding the source of funds or source of wealth.
• Completing enhanced due diligence checks where required.

We reserve the right to suspend or terminate your account and to refuse or reverse any transaction where we are unable to complete identity verification to our satisfaction, or where we know or suspect any transaction to be connected with money laundering, terrorism financing, fraud, or any other criminal activity. We will report any such activity to the relevant authorities as required by law.

You represent and warrant that all funds used to conduct transactions through our Platform are derived from legitimate sources and that your use of our Services complies with all applicable laws and regulations.

If your account has not been accessed or used to conduct any transaction for a continuous period of 12 months, it may be classified as dormant. We reserve the right to impose restrictions on dormant accounts, including suspension of access, and to contact you at the email address registered to your account to confirm whether you wish to continue using our Services. We will provide you with reasonable notice before taking any action in respect of a dormant account.

We value all of our customers and take our obligations seriously. You may contact our customer service team by email at info@umbraswap.com or by post to: Umbraswap, Province 01 San José, Canton 15 Montes de Oca, Costa Rica.

We have established internal procedures for investigating complaints. Any complaint must be submitted in writing by email to: info@umbraswap.com. We will acknowledge receipt of your complaint and endeavour to respond within a reasonable time.

If you remain dissatisfied following our response and the dispute cannot be resolved through good-faith negotiation between the parties, the dispute shall be referred to the competent courts of Costa Rica in accordance with clause 31 below.

These Terms and Conditions, their subject matter, and their formation are governed by the laws of Costa Rica. You and we both agree to submit to the exclusive jurisdiction of the first instance civil courts of San José, Costa Rica, for the resolution of any disputes arising under or in connection with these Terms and Conditions.

Except as expressly provided in clause 4 (Executing Partner), only you and we have rights, obligations, or privileges under these Terms and Conditions. No third party other than the Executing Partner (to the extent of its role in executing transactions) may enforce any provision of these Terms and Conditions.

If any provision of these Terms and Conditions is found to be invalid, unlawful, or unenforceable by a court of competent jurisdiction, that provision shall be severed to the extent necessary, and the remaining provisions shall continue in full force and effect.

No failure or delay in exercising any right or remedy under these Terms and Conditions shall constitute a waiver of that right or remedy. Any such right or remedy may be exercised at a later date.

You may not assign, transfer, or otherwise dispose of these Terms and Conditions or any of your rights, obligations, or privileges hereunder without our prior written consent.

We may assign, transfer, or otherwise dispose of these Terms and Conditions, in whole or in part, or any of our rights, obligations, or privileges, to any person at any time, provided that we will take reasonable steps to ensure that doing so does not adversely affect your rights under these Terms and Conditions.

These Terms and Conditions constitute the entire agreement between you and us with respect to their subject matter. Neither party may alter these Terms and Conditions without the agreement of the other, except as provided in clause 5 above. This clause does not exclude liability for fraud or prevent any claim for fraudulent misrepresentation, nor does it exclude any liability that cannot be excluded under applicable law.

The name “Umbraswap” and all related names, logos, product and service names, designs, and slogans are trademarks belonging to us or our affiliates or licensors. You may not use these marks without our prior written consent. All other trademarks and trade names appearing on our Website and/or Platform are the property of their respective owners and are used for identification purposes only.

Umbraswap | Province 01 San José, Canton 15 Montes de Oca, Costa Rica | Registration No. 3-102-944661
Last updated: May 2026