APPROVED
By Order of the General Director of VTP-Technology LLC No. 01-VND/2026 dated January 20, 2026
CONTRACT NO. 001
paid services provided by a virtual asset exchange operator
(public offer)
1. GENERAL PROVISIONS
1.1. Terms and definitions. The following basic concepts are used in this Agreement, unless the context requires otherwise:
● Company (Company) - VTP-Technology LLC, an operator of a virtual asset exchange platform, registered at the address: Kyrgyz Republic, St. Bishkek, Pervomaisky District, Moskovskaya Street, 163, 8. It operates under a license from the Financial Market Regulation and Supervision Service under the Ministry of Economy and Commerce of the Kyrgyz Republic.
● The platform is a software and hardware package that provides information on rates and transactions with virtual assets. It is located on the Internet under a domain owned by the Company and includes any client applications (mobile/desktop) through which the Client can use the services.
● Account is a unique User/Client account on the Platform that contains registration data and provides access to the Personal Account. Access to the Account is carried out by Login (public part) and Password (secret part). One User may have no more than one Account.
● Personal Account is a personal section of the Platform, accessible after authorization, where the Client submits applications, receives notifications, reviews the balance and transaction history, and contacts the Company.
● Authorization is the process of logging a User/Client into an Account by entering the correct Login and Password.
● Authentication is an additional login check (two-factor authentication) that confirms that the Account belongs to the rightful owner (password, e-mail verification codes, push notifications, etc.).
● Login, Password is a unique sequence of characters assigned to the Account (Login) and created by the User (Password) for access.
● Identification is the process of verifying information about the User/Client and/or its representatives (identity, residency, beneficiary) by the Company using automated tools and remote services.
● Verification is confirmation of the accuracy of data and documents submitted by the User/Client during registration (identity, address, sources of funds, etc.), in accordance with the requirements of the legislation of the Kyrgyz Republic.
● User is an individual who created an Account and received limited access to the Platform's functionality under the terms of the User Agreement, but has not yet completed full registration (KYC/verification) to conclude this Agreement.
● Client is a User who has successfully completed the registration procedure, including Identification and Verification, and has concluded this Offer Agreement with the Company. After that, a legal operator-client relationship arises between the Company and the User.
● The registration procedure is a set of steps to obtain Client status: creating an Account, filling out personal data, uploading the requested documents, passing Identification/Verification and complying with other requirements. The Company independently determines the scope and procedure of these procedures in accordance with the legislation of the Kyrgyz Republic.
● A virtual asset is information in digital form that is valuable and/or certifies property rights, created and circulated using distributed registry technologies or similar. VA is not an official currency, a means of payment, or a security.
● Wallet is a software or hardware (account/address) owned by the Company or its counterparty for storing and transferring one or more types of virtual assets. In the Client's transactions, VAs are credited to the Company's corresponding wallet.
● The rate is the unit price of a particular VA, expressed in fiat currency or another VA. It is installed by the Company and displayed on the Platform. The rate is used to calculate purchase/sale/exchange transactions and may include the Company's margin.
● The sanctions list is an official list of individuals and organizations associated with the financing of terrorism or other prohibited activities whose transactions must be blocked in accordance with the legislation of the Kyrgyz Republic. The Company takes into account sanctions lists, including international ones, when evaluating the Client's transactions.
● The applicable law is the legislation of the Kyrgyz Republic. All issues related to the conclusion, execution and termination of this Agreement are governed by the laws of the Kyrgyz Republic. Any required mandatory rules take precedence over the terms of the Treaty.
2. TERMS OF CONCLUSION AND ACCEPTANCE OF THE CONTRACT
2.1. This Offer Agreement is a public offer by VTP Technology LLC to any User (individual) who has reached the age of 18 and has full legal capacity.
2.2. The rights and obligations of the Parties are regulated by the Public Offer from the moment it is accepted by the Client. Acceptance is considered to be any action taken by the User that clearly expresses consent: for example, ticking the checkbox “I agree to the terms of the Agreement” and clicking the confirmation button on the Platform, or submitting the first order to buy/sell/exchange VA through the Personal Account.
2.3. The date and time of acceptance of the offer is considered to be the date and time of conclusion of the Agreement. Before completing the full Registration (Identification+Verification), the User uses the Platform under the terms of the User Agreement.
2.4. Upon conclusion of this Agreement, the Client acquires full rights and obligations under this document.
3) CUSTOMER REGISTRATION AND STATUS
3.1. To perform transactions with virtual assets on the Platform, the User must complete the registration procedure, including Identification and Verification in accordance with the requirements of the legislation of the Kyrgyz Republic, in particular PFPD/LPD.
3.2. When registering, he provides accurate personal data (full name, address, residence, etc.), scans/photos of documents (passport, passport photos, extracts, etc.) in the specified formats.
3.3. The Company has the right to request additional information and documents from the User/Client at any time to confirm data or to comply with legislation (on sources of funds, purposes of operations, data on beneficial owners, etc.). In particular, the Client undertakes to report changes in the information provided (address, full name, etc.) within 10 working days.
3.4. All submitted documents must comply with legal requirements, if necessary, have an apostille/legalization; if not in Russian/Kyrgyz, they must be accompanied by a notarized translation.
3.5. After registration and confirmation by the Company (verification), the Client acquires the status of a Client and is considered to have acceded to this Agreement.
3.6. The Company may refuse to grant the status of a Client and conclude an Agreement based on the results of the Audit if illegal activity is suspected by notifying the User via the Personal Account or by e-mail.
3.7. Re-registration is possible by decision of the Company. Until the procedure is fully completed, the User is not allowed to make transactions with virtual assets on the Platform.
4) THE RIGHTS AND OBLIGATIONS OF SOCIETY
4.1. The Company's rights:
4.1.1. The Company has the right to block or restrict the Client's access to the Platform, including freezing the Account if the Client violates the terms of this Agreement, the legislation of the Kyrgyz Republic or the Company's internal rules. The Company has the right to immediately suspend operations and access in case of suspected fraud, money laundering, terrorist financing or circumvention of sanctions.
4.1.2. The Company has the right to require additional documents and data from the Client, including the origin of funds, the purposes of operations for conducting due diligence (KYC/AML) and updating data. The Company may refuse to provide services to persons included in the sanctions lists or residing in jurisdictions subject to international sanctions.
4.1.3. The Company establishes technical and operational security requirements, in particular, requiring the Client to use complex passwords, two-factor authentication and other measures to protect the Account.
4.1.4. The Company has the right to set limits on the number and volume of the Client's transactions per period (hour, day, month), change the limits at its discretion to comply with the PFPD/LPD regulatory requirements and prevent abuse, with the Client notified in the Personal Account.
4.1.5. The Company regularly monitors Clients' activity, including automatically to identify suspicious transactions. If suspicious transactions are detected, the Company has the right to suspend their execution until clarification and additional documents are received from the Client.
4.1.6. The Company may refuse to execute an application or terminate the Agreement if the transaction is clearly prohibited by law or if there is reason to believe that it is related to criminal activity or circumvention of the requirements of the legislation of the Kyrgyz Republic.
4.1.7. The Company has the right to change and introduce new commissions, tariffs and fees for its services, as well as set a commercial rate. The Client is notified of changes in tariffs and commissions by publishing information on the Platform. The changes are effective from that date.
4.1.8. The Company also has the right to suspend the operation of the Platform or individual services for maintenance, troubleshooting, updates, as well as in emergency situations (cyber attacks, disconnections, etc.). If possible, the total time of such breaks and their planned dates are notified to Customers in advance on the Platform or by e-mail.
4.1.9. In addition, the Company enjoys any other rights granted to it by the applicable legislation of the Kyrgyz Republic by this Agreement and internal documents.
4.2. The Company's responsibilities:
4.2.1. The Company is obliged to fully Identify and Verify each Client and, if necessary, its representatives in accordance with the requirements of the legislation of the Kyrgyz Republic and internal procedures, ensuring the safety and confidentiality of the data received.
4.2.2. The Company takes all possible measures to execute Clients' requests in a timely and fair manner, if it is technically and legally possible. If it is impossible to execute the application (technical problems, lack of a reserve of funds, refusal of the partner bank, etc.) The Company promptly notifies the Client about the refusal to comply and the reasons.
4.2.3. The Company is obliged to provide the Client with full information about all current commissions, fees and payments related to transactions on the Platform. Tariff changes are published in advance before they are applied.
4.2.4. The Company organizes and maintains records of the Client's transactions, ensures the safety of transaction data (transaction history, balance sheet, correspondence, etc.) in accordance with the legislation of the Kyrgyz Republic. The company regularly backs up data to keep it safe.
4.2.5. The Company takes measures to preserve the Client's virtual assets, stores them in secure wallets, uses encryption, multifactor protection and other cybersecurity standards. However, the Client realizes that it is impossible to provide an absolute guarantee of safety.
4.2.6. When receiving a message from the Client about unauthorized access to the Account or the password being compromised, the Company is obliged to verify the information within 5 working days and decide whether to block the Account or refuse to block it. The Client is notified of the decision by e-mail on the day of review. The Company is not responsible for the Client's losses that occurred before the Client applied for hacking.
4.2.7. The Company also fulfills all other obligations prescribed by the legislation of the Kyrgyz Republic, including reporting to authorized bodies.
5) CUSTOMER RIGHTS AND OBLIGATIONS
5.1. Client rights:
5.1.1. The Client has the right to submit applications for the purchase, sale or exchange of Virtual Assets available on the Platform through the Personal Account and comply with restrictions (limits, directions of operations, etc.). The Client may at any time request the Company for clarification on the operation of the Platform or its operations through the Personal Account or via the Company's official e-mail address. The company is obliged to respond within a reasonable time.
5.1.2. The Client may withdraw from the Agreement and demand termination in cases provided for by the legislation of the Kyrgyz Republic.
5.1.3. The client also has the right to withdraw the submitted application before it is executed by the Company, if this is technically possible.
5.1.4. The Client has any other rights granted to him by the legislation of the Kyrgyz Republic and the terms of this Agreement.
5.2. The Client's responsibilities:
5.2.1. When registering and at the request of the Company, the Client is obliged to provide only accurate, current and complete information about himself (passport details, place of residence, citizenship, resident/non-resident status, sources of funds, etc.) and update them when changing.
5.2.2. The client guarantees that when making transactions, he acts on his own behalf and does not use other people's financial instruments without legal rights. All funds - fiat, electronic and VA - that the Client manages must be of legal origin and not be encumbered with the rights of third parties, be not under arrest or pledge.
5.2.3. The client confirms that he ensures payment of all necessary taxes in its jurisdiction from income, except when tax withholding is provided for by the legislation of the Kyrgyz Republic.
5.2.4. The Client must keep Account access data (Login, Password, 2FA codes, etc.) secret and immediately notify the Company of any suspicions of leakage or compromise. The transfer of username/password to third parties is prohibited. Until such notice is received, all actions on the Account are considered to have been performed by the Client himself and the Client bears the risk of any consequences.
5.2.5. The Client undertakes to pay in a timely manner the commissions, fees and other payments for transactions established by the Agreement and published on the Platform. The client agrees to automatically deduct commissions from the amounts transferred.
5.2.6. The client is not entitled to use the Company's Platform and services for prohibited transactions, it is impossible to conduct transactions on behalf of third parties without appropriate authority, bypass sanctions, participate in fraudulent schemes, or use other people's details to deposit/withdraw funds without the right. The Client is obliged to comply with other legal requirements and the Company's internal rules.
5.2.7. The Client undertakes to respect the Company's intellectual property and not to copy, distribute or modify the software, Platform design, trademarks, etc. without the Company's permission. Any unauthorized actions that violate intellectual property rights are considered a violation of the Agreement.
5.2.8. The Client monitors any changes in the terms of the Agreement and the Rules on the Platform. The Client is obliged to maintain an up-to-date e-mail address and regularly check messages from the Company. All risks associated with late review of notifications are borne by the Client. The Client immediately notifies the Company if he learns about unauthorized attempts to access his Account. Until such notice is received, all account actions are considered to have been performed by the Client.
6) CUSTOMER ASSURANCES
6.1. Each time when concluding the Agreement and submitting an application, the Client confirms that he complies with the law at the time of validity - he is an adult and has legal capacity, registration and transactions do not contradict the laws of his country of citizenship or residence, has not previously had blocked accounts on this platform and do not act in the interests of third parties without a proper power of attorney. The Client guarantees that he does not use other people's accounts/wallets to deposit/withdraw VA without the right, and all funds are owned by the Client or are in his legal possession. The sources of funds are legal and are not related to criminal activity.
6.2. The Client understands and agrees that the Platform and the Software are provided “as is”, without guarantees of continuity or profitability. The client is aware of possible technical failures and risks of using the platform and assumes them.
7) THE PROCEDURE FOR MAKING TRANSACTIONS (DEALS)
7.1. After Authorization and Authentication, the Client forms an application to buy, sell or exchange VA through the Personal Account interface. The application contains all the necessary details: the type of transaction, the name of the asset being transferred and received, the amount of VA or the amount of fiat (or electronic) money, the wallet address for crediting the asset, the details of the bank account or electronic wallet for transferring money, as well as other information (choosing a blockchain network, confirmation of familiarization with the course and commission). When filling out an application, the Platform displays the preliminary equivalent for the current Exchange Rate and the amount of commissions. The client checks all data and confirms the submission of the application.
7.2. The order is registered in the system and the exact time is recorded with an accuracy of the second. The Company shall proceed to execute the application immediately after its receipt, if technically possible. The Company has the right to refuse to execute an order at any stage prior to the transaction if, during or during execution, the Platform or the partner fails, lacks the necessary resources (money, VA), the bank payment is rejected, the VA transaction was not confirmed on the blockchain, or for other reasons, execution is impossible or illegal. The Client is informed about the refusal in the Personal Account and/or by e-mail, stating the reasons. If refused, the application is considered rejected and its obligations are terminated, except for the Company's obligation to return the funds/assets received from the Client.
7.3. The Company has the right to refuse to execute an application if it finds that the transaction involves a high risk of violating AML/CFT requirements or the sanctions regime. If the transaction may violate sanctions or there are suspicions that the origin of funds is illegal, the Company will refuse and notify the Client of the reason in general terms.
7.4. After accepting the application, the Company makes mutual settlements as follows:
- Buying a VA (the Client sells currency/electronic money): The Client transfers the required amount of money to the Company's specified details, and after receiving the funds, the Company sends an equivalent amount of VA to the Client's wallet address.
- Selling VA (The Client sells VA): The Client transfers the specified amount of VA to the Company's wallet address provided, after receiving and confirming the receipt of the VA, the Company transfers the agreed amount of money/EP to the specified details to the Client.
- VA exchange (cross-exchange): The Client transfers one type of VA to the Company's address; after receiving the original VA, the Company transfers the Client an equivalent amount of another VA (at the established Rate) to the specified address.
In all cases, a counter-transfer (money or VA) is made only after the actual receipt of the agreed amount from the Client.
7.5. The exchange rate at the time of application is considered final (recorded by the system when the Client confirms the order) and does not change during the execution of the transaction, even if the market rate changes. The platform provides accurate recording of the time of application submission (server time synchronization). If due to technical reasons it is not possible to record the time, the Company takes measures to fairly determine the applicable course or cancels the application.
7.6. The established rate may include the Company's remuneration. In addition, the Company may charge additional fees (for depositing/withdrawing funds, servicing the transaction, etc.), about which the Client is informed in advance (in an application and/or through tariffs on the platform). All applicable fees and charges are reported to the Client no later than the time of application. If taxes or other mandatory payments are imposed on a transaction under the legislation of the Kyrgyz Republic, the Company includes them in calculations or withholds them separately in accordance with the law. The company acts as a tax agent only in cases directly provided for by law.
7.7. The Client has the right to cancel (withdraw) the application before it is actually executed by the Company. After confirmation of the Company's acceptance of the application, cancellation is possible only if it is technically possible before the transfer of the counterasset. In some cases, cancellation after acceptance of the application is not possible (technical restrictions). The client understands that pressing the application confirmation button is the final expression of will.
7.8. If the Client withdraws the application or it is not executed at the Client's initiative (the Client refused to complete the transaction), the Client reimburses the Company for the actual costs incurred under this application (payment system fees, blockchain networks, etc.). The Company has the right to withhold these amounts from the funds returned to the Client.
7.9. If the application is rejected at the Company's initiative, the Company returns to the Client all assets received from it under this application. Refunds are made in the same way as they were received, unless otherwise agreed. The return period is no more than 7 working days from the date of refusal. The company may deduct from the refundable amount actual expenses (unrecoverable commissions) that are documented.
7.10. Based on the results of each transaction, the Company sends an electronic notification to the Client with the parameters of the transaction: type of transaction, date/time, assets received/transferred, the rate applied, the amount of commissions, etc. The notification is sent to the Client's e-mail or published in the LC in the transaction history section. The Client is obliged to check it and, if any discrepancies are found, immediately inform the Company. The absence of comments within a reasonable time is regarded as acceptance of the terms of the transaction.
8) ACCOUNT BLOCKING
8.1. The Company has the right to temporarily or permanently block the Client's access to the Account in the following cases:
a) prolonged inactivity (12 months without entry and operations);
b) the receipt of claims or reports from banks/partners about controversial or fraudulent payments related to the replenishment of the Client's Account;
c) detecting suspicious activity on the Account, signs of money laundering, terrorist financing, etc., according to the Company's internal criteria or the requirements of the PFPD/LPD) or using the Account for illegal purposes.
8.2. Procedure for inactivity. 30 calendar days before blocking due to inactivity, the Company notifies the Client by e-mail about the upcoming blocking and asks them to log in or withdraw assets. If the Client is not active during this time, the Account is blocked and the remaining funds are considered unclaimed. Under Article 310 of the Civil Code of the Kyrgyz Republic, the Company has the right to transfer unclaimed funds (Fiat/EP/VA) to a notary or court deposit. The client can withdraw the deposit by confirming his rights, but bears the costs of depository storage.
8.3. Urgent blocking. In cases (b) and (c), the Company blocks the Account immediately without notice to protect the interests of the Company and customers. At the same time, if possible, the Client is notified by e-mail that access is restricted for security reasons. After that, the Company may ask the Client for explanations and documents on transactions. The decision to lift the ban or finally close it is taken by the Company after checking the situation.
8.4. The client has the right to submit an official request to cancel the blocking by e-mail or through the Personal Account. Following the review, the Company either removes the blocking in full or in part, or maintains it in force. The Client is notified of the decision by e-mail. If the blocking persists, the Company may, upon request, inform the Client of the reasons for the refusal within the limits permitted by law.
9) RESPONSIBILITY OF THE PARTIES
9.1. The parties are responsible for violation of this Agreement in accordance with the legislation of the Kyrgyz Republic. The Company's liability to the Client is limited to direct actual damage caused by the Company. The Company is not responsible for the Client's indirect, incidental or lost profits, as well as for lost profits or moral damage. The maximum amount of the Company's liability cannot exceed the amount of the Client's direct losses proven by the Company's fault. This restriction does not apply to cases that are expressly prohibited by law.
9.2. The Client is responsible to the Company and third parties for his actions if claims (fines, lawsuits) are filed against the Company through the Client's fault or sanctions are imposed by the regulator, the Client reimburses all the Company's losses and expenses related to these claims. If the Client violates the terms of the Agreement, provides false information or intentional sabotage, he reimburses the Company for all losses (expenses, fines, lost profits) incurred by the Company as a result of its actions.
9.3. The Company has the right to unilaterally withhold the Client's losses, fines or other debts from any of its funds or VA held by the Company in the Client's account or wallets. If such funds are insufficient, the Client remains obliged to pay off the balance of the debt.
9.4. The Company is exempt from liability for failure to fulfill its obligations in case of force majeure (natural disasters, wars, riots, acts of government agencies, power or communication outages, cyber attacks, hacker hacks, software failures, etc.), as well as if it is impossible to perform due to the actions of third parties or counterparties that find themselves in similar circumstances. Force majeure is confirmed by possible official documents (for example, a certificate from the Chamber of Commerce and Industry). As long as force majeure is in effect, the Company's obligations are suspended.
10) DISPUTE SETTLEMENT PROCEDURE
10.1. The Parties shall try to resolve all disputes and claims peacefully. The claim is sent in writing by e-mail to the address of the other Party, for the Client — to the address specified during registration or by mail (to the legal address of residence). The claim must contain the applicant's name, contacts, date, circumstances of the dispute and requirements, as well as annexes.
10.2. The company is obliged to consider the claim within 30 calendar days and send a response in the same way (by e-mail or by mail). The answer must contain a decision of satisfaction, partial or refusal with justification and calculation of amounts, if any. Failure to respond within the deadline is considered as a waiver of claims or other violation of rights.
10.3. If the claim procedure is exhausted, the dispute is referred to the court of the Kyrgyz Republic at the Company's location.
11) FINAL PROVISIONS
11.1. The Agreement comes into force from the moment it is accepted by the Client and is valid indefinitely until terminated at the initiative of one of the Parties or replaced by a new agreement. The Client is not entitled to demand a different period of validity, since the Agreement is a public offer.
11.2. This Agreement does not create partnership, agency, labor or other special relations between the Parties — the Client acts independently, on his own behalf. The Client cannot act on behalf of the Company without a power of attorney, and the Company is not responsible for the Client's actions to third parties, except as expressly provided by law.
11.3. For the exchange of legally significant messages, the Parties have official contacts. The Company may also post notifications in the Client's Personal Account. The client is the e-mail specified during registration, the mail is the registration/residence address specified during Identification or another address specified by the Client.
11.4. All electronic messages, applications, requests, notifications sent by the Client through the Client's Personal Account or e-mail are considered to be signed by a simple electronic signature of the Client and have the legal force of a paper document signed by hand. The Client undertakes to regularly check his e-mail and notifications in his Personal Account; the Client bears the risk of missing messages from the Company.
11.5. The Company has the right to unilaterally amend this Agreement and supplement its terms. The amended version of the Agreement is published on the Platform and comes into force on a specified date (not earlier than the Client has read it). The Company additionally informs about significant changes by placing an announcement on the Platform and/or by e-mail at least 3 calendar days before the changes are made. Continued use of the Platform after the amendments are made is considered to be the Client's agreement with the new version. A client who does not agree with the amendments has the right to terminate the Agreement ahead of schedule by notifying the Company before the date of their entry into force and withdraw its assets.
11.6. By accepting the terms of this Agreement, the Client confirms that he has read it carefully, all provisions are clear and are accepted without objection. This Agreement, concluded electronically, has the same legal force as an agreement concluded in simple written form.
11.7. Signatures of the Parties are not required — the agreement is considered to be concluded automatically when the User accepts the offer.