Terms & Condition For Corporates

This Agreement governs all services provided by the Vorto Group to the Client. By executing this Agreement, the Client confirms its unconditional acceptance of the terms set out herein. Please read this document carefully in its entirety before signing.

1. PARTIES

1.1 This Agreement is entered into between:

The Client:
The individual or entity executing this Agreement, whose details are set out in the signature block below.

and

1.2 The Vorto Group Entities:

Entity	Registered Details
Vorto Digital Asset Management s.r.o. Czech Republic Entity	Varsavska 715/36, 120 00 Praha 2 – Vinohrady, Czech Republic Company No. 19932731 \| VASP Licensed (CNB)
Vorto Exchange LLC US Entity	506 Calypso St, Billings, MT 59106, United States FinCEN MSB Reg. No. 31000256702759

1.3 Services under this Agreement may be provided by one or more of the above entities, depending on the applicable regulatory jurisdiction, the nature of the transaction, and the Client’s country of residence or incorporation. Vorto will confirm the contracting entity in writing prior to the commencement of services.

Note regarding Vorto Trading Ltd (Company No. 10379988, registered in England and Wales): Vorto Trading Ltd is not a party to this Agreement and does not itself hold a licence or authorisation to provide regulated financial services. It operates solely as a programme manager and white-label introducer on behalf of a number of FCA-authorised and otherwise regulated institutions. Where a Client is introduced or onboarded via Vorto Trading Ltd in connection with UK-regulated services, that Client will be contracted directly with the relevant licensed institution and will be subject to that institution’s own terms and conditions and regulatory protections. Vorto Trading Ltd accepts no liability in its own name in respect of any regulated services so provided.

2. SCOPE OF SERVICES

2.1 Subject to the completion of onboarding and compliance obligations set out in Clause 5, the Vorto Group may provide the following services:

Foreign exchange (FX) transactions and spot currency conversion
Digital asset transactions, including buying, selling, and conversion of cryptocurrencies and stablecoins
Crypto-to-fiat and fiat-to-crypto conversion services
Over-the-counter (OTC) brokerage services for institutional and high-value transactions
International payment facilitation and cross-border fund transfers
Multi-currency account services and treasury management solutions
Stablecoin payment receipt and settlement services, including on/off-ramp solutions

2.2 Services may be delivered via telephone, email, secure messaging platforms, proprietary trading platforms, or such other communication methods as agreed between the parties in writing.

2.3 Vorto may act as principal or intermediary in respect of any transaction. The capacity in which Vorto acts shall be communicated to the Client at the time of each transaction.

2.4 Vorto reserves the right to modify, suspend, or withdraw any service upon reasonable written notice to the Client, subject to completion of any transactions already in progress.

3. CONFIRMATION OF EXISTING RELATIONSHIP

3.1 The Client acknowledges that it may have previously conducted one or more transactions with members of the Vorto Group prior to the execution of this Agreement.

3.2 By executing this Agreement, the Client confirms and agrees that:

All prior transactions were conducted on a fully commercial and arms-length basis;
The Client understood the nature and terms of the services provided at the relevant time;
The terms of this Agreement are consistent with and formalise the basis upon which those prior transactions were conducted; and
No prior transactions are subject to any dispute, claim, or unresolved obligation, unless expressly notified to Vorto in writing prior to the execution of this Agreement.

3.3 This Agreement supersedes any prior informal arrangements and constitutes the formal basis of the ongoing commercial relationship between the Client and Vorto.

4. CLIENT REPRESENTATIONS AND WARRANTIES

4.1 The Client represents and warrants to Vorto, on a continuing basis throughout the duration of this Agreement, that:

It has full legal capacity, power, and authority to enter into and perform its obligations under this Agreement;
The execution and performance of this Agreement does not violate any applicable law, regulation, court order, or agreement to which the Client is a party;
All funds and assets used or transferred in connection with transactions originate from legitimate sources and are not the proceeds of any unlawful activity;
The Client is not subject to any sanctions, financial crime restrictions, or designations imposed by any national or international regulatory authority, including but not limited to OFAC, HM Treasury, the United Nations, or the European Union;
All information and documentation provided to Vorto is accurate, complete, and not misleading in any material respect; and
The Client will promptly notify Vorto in writing of any change in circumstances that may affect the accuracy of any representation made under this clause.

4.2 The Client agrees to provide promptly any documentation or information reasonably requested by Vorto in connection with its regulatory and compliance obligations. Failure to do so may result in the suspension or termination of services.

4.3 The representations in this Clause 4 are deemed to be repeated at the time of each transaction instruction submitted by the Client.

5. CLIENT ONBOARDING AND VERIFICATION

5.1 Prior to the provision of services, Vorto is required to complete a client onboarding and verification process. This process may include, without limitation:

Know Your Customer (KYC) checks, including identity and address verification;
Know Your Business (KYB) checks for corporate clients, including beneficial ownership verification;
Enhanced Due Diligence (EDD) where required by Vorto’s risk assessment or applicable regulations;
Source of Funds (SoF) and Source of Wealth (SoW) verification; and
Ongoing monitoring and periodic review of the Client relationship.

5.2 Vorto may engage accredited third-party compliance providers to assist with identity verification, sanctions screening, adverse media checks, and blockchain transaction monitoring.

5.3 Vorto reserves the right to decline to onboard, suspend, or terminate services to any Client where required information is not provided in a timely manner or where the Client does not meet Vorto’s internal compliance standards.

5.4 The Client acknowledges that onboarding decisions and risk classifications are made at Vorto’s sole discretion and are not subject to appeal.

6. TRADE INSTRUCTIONS

6.1 The Client may submit trade instructions through the following authorised communication channels:

Email, from a verified and registered email address;
Telephone, from a verified and registered contact number;
Secure messaging applications as agreed by the parties; and
Proprietary or third-party trading platforms designated by Vorto.

6.2 Vorto is entitled to rely upon, and act in accordance with, any instruction reasonably believed in good faith to originate from the Client or a duly authorised representative of the Client. Vorto shall bear no liability for acting upon such instructions where it has done so in good faith.

6.3 The Client is solely responsible for the security and confidentiality of its login credentials, communication accounts, and any delegated authority arrangements. The Client must notify Vorto immediately in writing if it suspects any unauthorised access or fraudulent instruction.

6.4 Vorto may, at its discretion, request additional verification before acting on any instruction where it has concerns regarding authenticity, including but not limited to a callback verification procedure.

7. TRADE EXECUTION

7.1 A transaction becomes legally binding and irrevocable upon confirmation by the Client and execution by Vorto in the relevant market. Once executed, neither party may unilaterally cancel or reverse a transaction without the written consent of the other party, except as expressly provided under this Agreement.

7.2 Vorto may execute transactions through any one or more of the following:

Regulated liquidity providers and market makers;
Digital asset exchanges and trading venues;
Banking and payment institution partners; and
Internal matching or netting mechanisms.

7.3 Trade confirmations will be issued to the Client via email, messaging platform, or electronic trading system. It is the Client’s responsibility to review each confirmation promptly and notify Vorto of any discrepancy within two (2) business days of receipt. Failure to raise a discrepancy within this period shall constitute the Client’s unconditional acceptance of the confirmation.

7.4 Vorto does not guarantee the availability of any particular execution venue or liquidity source. In the event that a preferred execution route is unavailable, Vorto will use reasonable endeavours to execute through an alternative channel on comparable terms.

Important: Vorto will never request the transfer of funds to an account other than those formally confirmed in writing during the onboarding or account setup process. Clients are advised to independently verify all payment details before executing any transfer.

8. SETTLEMENT OBLIGATIONS

8.1 The Client agrees to settle all transactions in full in accordance with the settlement timeline agreed at the time of execution. Settlement timelines will be confirmed in the relevant trade confirmation.

8.2 All funds must be received by Vorto in cleared and unencumbered form by the agreed settlement deadline. Payment via SWIFT, CHAPS, SEPA, or such other method as agreed shall constitute delivery for this purpose.

8.3 Failure to settle on time may result in any or all of the following consequences:

Cancellation of the unsettled transaction at Vorto’s discretion;
Vorto executing a replacement transaction in the market to cover the unsettled position;
The Client being held liable for all costs, losses, and market movements arising from the failed settlement; and
The suspension of the Client’s trading facilities pending resolution.

8.4 Vorto may, at its discretion, require the Client to pre-fund transactions or maintain a minimum deposit balance as a condition of continued access to services.

9. FAILURE TO SETTLE AND DEFAULT

9.1 In the event that the Client fails to settle any transaction on the agreed settlement date, Vorto may, at its sole discretion and without prior notice, take any of the following actions:

Close out the open position in whole or in part;
Execute one or more replacement transactions to hedge or offset the unsettled exposure;
Liquidate any collateral, deposit, or margin held on behalf of the Client; and
Set off any amounts owed by Vorto to the Client against any sums owed by the Client to Vorto.

9.2 The Client shall remain fully liable to Vorto for all losses, costs, and expenses arising from or in connection with the failure to settle, including:

Losses resulting from adverse market movements between the original settlement date and the date of close-out;
The cost of any replacement transaction, including transaction fees and spreads;
Funding or financing costs incurred by Vorto as a result of the default; and
Reasonable administrative fees incurred in connection with the management of the default.

9.3 Any resulting deficit, net of any amounts recovered through liquidation, close-out, or set-off, shall become immediately due and payable by the Client to Vorto upon written demand. For the avoidance of doubt, Vorto’s right to recover losses is not limited to the proceeds of any close-out or liquidation; the Client shall remain personally and fully liable for any shortfall remaining after such recovery steps have been taken.

9.4 Vorto’s rights under this clause are cumulative and are in addition to, and not in substitution for, any other rights or remedies available to Vorto at law or in equity. The exercise of any one remedy shall not preclude the exercise of any other.

10. PRICING AND MARKET RISK

10.1 The Client acknowledges that foreign exchange and digital asset markets are inherently volatile. The value of currencies, cryptocurrencies, and stablecoins may fluctuate significantly in short periods of time.

10.2 All prices and rates quoted by Vorto are indicative only and reflect prevailing market conditions, available liquidity, and execution timing at the moment of quotation. Indicative quotes are not binding on Vorto and may change at any time prior to execution.

10.3 A transaction becomes binding only upon formal execution confirmation by Vorto, as described in Clause 7.

10.4 The Client accepts full market risk from the moment a transaction is confirmed. Vorto accepts no liability for losses arising from market movements following confirmation.

11. THIRD PARTY PROVIDERS

11.1 The Client acknowledges and consents to Vorto utilising third-party providers in connection with the delivery of services, including:

Regulated banking institutions and correspondent banks;
Authorised payment service providers and e-money institutions;
Liquidity providers, prime brokers, and market counterparties;
Digital asset custodians and wallet infrastructure providers; and
Blockchain analytics and compliance technology providers.

11.2 Vorto will exercise reasonable care in the selection and ongoing oversight of third-party providers. However, Vorto shall not be liable for any delay, failure, error, or loss caused by the acts or omissions of third-party providers or their systems, where such events are beyond Vorto’s reasonable control.

11.3 Where a third-party provider failure materially affects the delivery of services, Vorto will use reasonable endeavours to notify the Client promptly and to implement alternative arrangements where practicable.

12. FINANCIAL CRIME COMPLIANCE

12.1 Vorto maintains rigorous procedures to detect, prevent, and report financial crime. These procedures include, without limitation:

Anti-Money Laundering (AML) controls and transaction monitoring;
Counter-Terrorist Financing (CTF) screening and monitoring;
Sanctions and PEP (Politically Exposed Person) screening against applicable watchlists; and
Suspicious Activity Reporting (SAR) procedures in accordance with applicable law.

12.2 Vorto reserves the right to delay, block, decline, freeze, or report any transaction or account activity where it has reasonable grounds to suspect involvement in financial crime, money laundering, terrorist financing, sanctions evasion, or any other unlawful activity.

12.3 Vorto is not obligated to inform the Client of any report, investigation, or action taken under this clause where doing so would constitute a ‘tipping off’ offence under applicable legislation. The Client expressly acknowledges and accepts this limitation.

Risk Warning: Transactions involving foreign exchange and digital assets carry a high degree of market risk. Past exchange rates and asset values are not indicative of future performance. The Client should ensure it fully understands the risks involved before entering into any transaction.

13. TRAVEL RULE COMPLIANCE

13.1 Where Vorto facilitates digital asset transfers, it may be subject to obligations under the Financial Action Task Force (FATF) Travel Rule and equivalent national legislation. This requires the collection and transmission of originator and beneficiary information in connection with virtual asset transfers.

13.2 The Client expressly consents to Vorto sharing relevant personal and transactional information with counterparty VASPs (Virtual Asset Service Providers) and other obliged entities where required by applicable law or regulation.

13.3 The Client agrees to provide any information reasonably required by Vorto to fulfil its Travel Rule obligations in a timely manner, and understands that failure to do so may result in a transaction being delayed or declined.

14. LIMITATION OF LIABILITY

14.1 To the fullest extent permitted by applicable law, Vorto, its directors, officers, employees, agents, and service providers shall not be liable for:

Any indirect, consequential, special, or punitive loss or damage;
Loss of profit, revenue, business opportunity, goodwill, or anticipated savings;
Losses arising from or in connection with market movements following trade confirmation;
Delays or failures caused by circumstances beyond Vorto’s reasonable control, including force majeure events, regulatory actions, or third-party system failures; or
Any loss arising from the Client’s own errors, negligence, or failure to provide timely instructions.

14.2 Vorto’s aggregate liability to the Client in respect of any claim or series of related claims shall be limited to the direct losses proved by the Client to have been caused directly and solely by Vorto’s own gross negligence or wilful misconduct.

14.3 Nothing in this Agreement shall exclude or limit either party’s liability for death or personal injury arising from negligence, fraud or fraudulent misrepresentation, or any other liability that cannot lawfully be excluded.

15. DATA PROTECTION AND PRIVACY

15.1 Vorto will process the Client’s personal data in accordance with applicable data protection legislation, including the UK General Data Protection Regulation (UK GDPR), the Data Protection Act 2018, the EU General Data Protection Regulation (EU GDPR), and any equivalent legislation in the applicable jurisdiction.

15.2 Personal data collected by Vorto in connection with this Agreement will be used solely for the purposes of providing services, meeting regulatory obligations, and managing the Client relationship. Vorto will not sell or transfer personal data to unaffiliated third parties for commercial purposes.

15.3 The Client’s data may be shared with third-party compliance providers, correspondent banks, and regulatory authorities where required by law. Further details are set out in Vorto’s Privacy Policy, available at vorto.io.

16. CONFIDENTIALITY

16.1 Each party agrees to keep confidential all non-public information received from the other party in connection with this Agreement, including without limitation transaction details, commercial terms, pricing, and client data (“Confidential Information”).

16.2 Confidential Information shall not be disclosed to any third party without the prior written consent of the disclosing party, except:

To the receiving party’s professional advisers, employees, or agents who have a genuine need to know and are bound by equivalent confidentiality obligations;
Where required by applicable law, regulation, or a binding order of a court or competent authority; or
Where the information is or becomes publicly available other than through a breach of this clause.

16.3 The obligations under this clause shall survive the termination or expiry of this Agreement for a period of five (5) years.

17. TERM AND TERMINATION

17.1 This Agreement shall commence on the date of execution and shall continue until terminated by either party in accordance with this clause.

17.2 Either party may terminate this Agreement at any time by providing not less than thirty (30) days’ prior written notice to the other party, without liability, provided that all outstanding transactions have been settled and all obligations under this Agreement have been fulfilled.

17.3 Vorto may terminate this Agreement with immediate effect, without prior notice, in any of the following circumstances:

The Client commits a material breach of this Agreement that is incapable of remedy, or fails to remedy a remediable breach within ten (10) business days of written notice;
The Client becomes insolvent, enters administration, receivership, or liquidation, or takes any analogous step in any jurisdiction;
Vorto is required to terminate the relationship by a regulatory authority or applicable law; or
Vorto reasonably suspects the Client of involvement in financial crime, fraud, or any other unlawful activity.

17.4 Termination of this Agreement shall not affect any rights, obligations, or liabilities that have accrued prior to the date of termination, including in respect of any transactions already executed or in progress.

18. GOVERNING LAW AND JURISDICTION

18.1 Where services under this Agreement are provided by Vorto Digital Asset Management s.r.o., this Agreement shall be governed by and construed in accordance with the laws of the Czech Republic. Any dispute shall be subject to the exclusive jurisdiction of the courts of the Czech Republic.

18.2 Where services are provided by Vorto Exchange LLC, this Agreement shall be governed by the laws of the State of Montana, United States. Any dispute shall be subject to the exclusive jurisdiction of the courts of Montana.

18.3 Notwithstanding the foregoing, Vorto reserves the right to bring proceedings in any jurisdiction it considers appropriate for the purposes of obtaining emergency injunctive relief or enforcement of a judgment.

19. GENERAL PROVISIONS

19.1 Entire Agreement. This Agreement constitutes the entire agreement between the parties relating to its subject matter and supersedes all prior agreements, representations, warranties, and understandings, whether written or oral.

19.2 Amendments. No amendment to this Agreement shall be valid or binding unless agreed in writing and signed by duly authorised representatives of both parties.

19.3 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

19.4 Waiver. No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver of that right. A waiver must be in writing to be effective.

19.5 Assignment. The Client may not assign or transfer any of its rights or obligations under this Agreement without the prior written consent of Vorto. Vorto may assign its rights and obligations to any member of the Vorto Group or to a successor entity upon written notice to the Client.

19.6 Force Majeure. Neither party shall be liable for any delay or failure to perform its obligations caused by circumstances beyond its reasonable control, including natural disasters, pandemics, acts of government, civil unrest, cyberattacks, or failures of third-party infrastructure. The affected party shall promptly notify the other and shall use reasonable endeavours to mitigate the impact.

19.7 Notices. All formal notices under this Agreement shall be in writing and delivered by email (with delivery receipt requested), by hand, or by recorded post to the addresses set out in this Agreement or as otherwise notified in writing.

SIGNATURES

By signing below, each party confirms that it has read, understood, and agrees to be bound by the terms of this Agreement.

FOR AND ON BEHALF OF THE CLIENT	FOR AND ON BEHALF OF VORTO GROUP
Full Name:	Authorised Signatory:
Title:	Name:
Company:	Title:
Signature:	Signature:
Date:	Date: