Effective as of December 28, 2025
1. Purpose and Scope
These Terms and Conditions (the “Terms”) govern the contractual relationship between Elyps SA, a company incorporated under Belgian law with registered office at Avenue Louise 54, 1050 Brussels, Belgium (“Elyps”, “we”, “us”), and any natural or legal person (the “Client”) using or requesting access to the services offered by Elyps.
Access to Elyps’ services is strictly reserved to clients who have satisfied the applicable eligibility, compliance and internal acceptance requirements.
2. Regulatory Status
Elyps acts as an agent of Paynovate SA, an Electronic Money Institution authorised and supervised by the National Bank of Belgium (NBB).
Paynovate SA is the licensed Electronic Money Institution responsible for the issuance of electronic money and the provision of regulated payment services.
Elyps provides services exclusively within the scope of its appointment as agent of Paynovate SA.
Nothing in these Terms shall be construed as Elyps acting as a credit institution, a bank, a deposit-taking institution, an investment firm or a provider of financial advisory services.
3. Description of Services
Subject to acceptance and compliance approval, Elyps may provide the Client, on behalf of Paynovate SA, access to the following services:
- payment accounts and payment services,
- domestic and international transfers,
- foreign exchange execution services (FX),
- onboarding, compliance and due diligence services,
- additional or occasional services related to operational execution.
Certain services may be optional, subject to specific conditions or governed by separate agreements.
4. Digital Asset Services
Digital asset-related services, where offered, are not provided directly by Elyps.
Such services are delivered by specialised third-party providers, acting as partners of Elyps, and are subject to separate contractual terms, enhanced compliance checks and specific operational constraints.
Elyps does not act as custodian, broker, intermediary, advisor or counterparty in connection with digital asset transactions.
5. Fees and Pricing
Fees applicable to the services are set out in the applicable price list, which is communicated separately to the Client and may be amended from time to time.
Certain services require the prior payment of an onboarding and due diligence fee (advance) before the commencement of compliance and risk reviews.
Any partial credit of such advance against future fees is at Elyps’ sole discretion and subject to the conditions set out in the price list.
Unless otherwise stated, all fees are expressed exclusive of taxes.
6. Minimum Required Balance
The Client undertakes to maintain the minimum required balance applicable to its profile, as communicated separately.
Failure to maintain such minimum balance may result in usage restrictions, additional fees or suspension of services.
Funds held on a payment account constitute electronic money and do not constitute bank deposits. No interest is paid and no deposit guarantee scheme applies.
7. Compliance, AML/CFT and Sanctions
Elyps applies a risk-based approach to anti-money laundering and counter-terrorist financing in accordance with applicable Belgian, European and international regulations.
Elyps reserves the right to request additional information, delay the execution of a transaction, refuse or terminate a relationship where required by law, competent authorities or its internal risk management policies.
8. Security, Fraud and Unauthorised Instructions
The Client acknowledges that payment services involve inherent risks, including fraud, scams, impersonation, social engineering, cybercrime and compromised communication channels.
The Client remains solely responsible for verifying beneficiary identities, payment instructions, counterparties and transaction purposes prior to authorising any transaction.
Elyps shall not be held liable for losses resulting from fraud, scams or deceptive practices where the Client has authorised, initiated or confirmed the transaction, including in cases of impersonation, forged instructions or compromised communications.
Elyps may apply security controls, delays, enhanced verification measures or suspend execution where a risk of fraud, illegality or non-compliance is reasonably suspected.
Elyps’ liability may only be engaged in the event of gross negligence, wilful misconduct or breach of its regulatory obligations.
9. Transaction Chain and Third-Party Providers
Certain transactions may involve third parties, including correspondent banks, intermediary banks, liquidity providers, foreign exchange counterparties, brokers or technical service providers.
Elyps does not control and shall not be responsible for the acts, omissions, delays, refusals, compliance requirements or operational decisions of such third parties.
The execution, timing and final settlement of transactions may be affected by the involvement of such third parties.
10. No Advisory Services and Introduction Services
Any introduction facilitated by Elyps is strictly limited to the facilitation of contacts.
Elyps does not provide investment advice, investment services, brokerage, placement, underwriting or any other regulated activity.
11. Liability
To the extent permitted by applicable law, Elyps and Paynovate SA shall not be liable for indirect or consequential losses, loss of profit or business interruption.
Elyps’ liability for direct damages is strictly limited to the amount of fees effectively paid by the Client during the twelve (12) months preceding the event giving rise to the claim.
12. Taxation
Fees are expressed exclusive of taxes.
VAT or any other applicable taxes shall be charged in accordance with applicable Belgian and European tax rules, depending on the nature of the services and the Client profile.
13. Governing Law and Jurisdiction
These Terms are governed by Belgian law.
Any dispute relating to their interpretation or performance shall fall within the exclusive jurisdiction of the courts of Brussels, Belgium.
14. Final Provisions
If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
Elyps reserves the right to amend these Terms. Any material amendments shall be communicated to the Client within a reasonable timeframe, where applicable.