Servicio de Conversión de Activos Virtuales
IBEX MERCADO SV, S.A. de C.V. - El Salvador
Última actualización: 6 de julio de 2026 - Versión: 1.3
These Terms & Conditions (the "Terms") govern access to and use of the virtual-asset conversion serviceprovided by IBEX MERCADO SV, S.A. de C.V., holder of Tax Identification Number (NIT)0614-080621-103-4, registered in the Commercial Registry under number 132-4404, duly registeredbefore the Registry of Bitcoin Service Providers under Registration Number 613a65b6a85461ff4265fc97,and duly registered in the Registry of Digital Assets Service Providers under Registration NumberPSAD-0004, with registered office in San Salvador, El Salvador ("IBEX"), in favor of the natural or legalperson who requests and uses such service (the "Client"). IBEX and the Client are jointly referred to asthe "Parties" and individually as a "Party".
BY ACCEPTING THESE TERMS THROUGH THE ACCEPTANCE CHECKBOX ENABLED BY IBEX OR BYMEANS OF A SIMPLE ELECTRONIC SIGNATURE, THE CLIENT DECLARES THAT IT HAS READ,UNDERSTOOD, AND FULLY ACCEPTED THE CLAUSES SET FORTH BELOW, WHICH SHALL HAVE FULLVALIDITY, EFFECTIVENESS, AND BINDING FORCE BETWEEN THE PARTIES.
The effective provision of the virtual-asset conversion services governed by this Agreement issubject to the satisfactory and continuous completion of the due-diligence processes (KYC/KYB)and to the express approval of the IBEX Compliance Department. Such processes constitute acondition precedent for the commencement of the provision of services and, simultaneously, acondition subsequent entitling IBEX to suspend or terminate the service in the event ofsupervening non-compliance. The Client declares that it has read and understood Clause 8, whichfully governs the effects, scope, and consequences of such conditions.
The Client declares that it has full legal capacity to accept and be bound by the terms established hereinand, in the case of legal entities, that the person accepting these Terms on its behalf is duly empoweredto do so.
1. Definitions
For purposes of these Terms, all defined terms appearing with an initial capital letter in these Terms andtheir annexes are incorporated by reference and shall apply to both the singular and the plural:
a. $USD: Means United States dollars.
b. USDC: A type of digital asset designed by Circle Internet Financial, LLC. to minimize its pricevolatility and referenced to the U.S. dollar.
c. USDT: A type of digital asset designed by Tether to minimize its price volatility and referenced tothe U.S. dollar.
d. Virtual Assets: Any digital representation of value that is neither issued nor guaranteed by acentral bank or public authority, that does not necessarily constitute legal tender, but that may betransferred, stored, or traded electronically, and that uses Distributed Ledger Technology or any othersimilar technology to ensure the integrity and traceability of transactions.
e. Client's Wallet: The digital wallet identified in the Applicable Registration Form, owned by theClient, whether hardware, software, custodial, or held at an Exchange where the Client maintains an account, which the Client expressly designates to transfer Virtual Assets to IBEX within the framework ofthese Terms for the purpose of carrying out the conversion.
f. Bitcoin: Refers to the Virtual Asset operating on the Bitcoin Protocol network, recognized in theRepublic of El Salvador as legal tender, defined by its unlimited liberatory power, with voluntaryacceptance by natural or legal persons with full private participation only, in any transaction and on anybasis they may need to carry out. For purposes of these Terms, "bitcoin", in lowercase, refers exclusivelyto the cryptocurrency constituting the virtual asset subject to conversion.
g. Client's Bank Account: The bank account in the Client's name, identified in the ApplicableRegistration Form, that the Client expressly authorizes for carrying out the operations contemplated inthese Terms, including, without limitation, the receipt of funds resulting from conversions performed byIBEX, as well as the provision of funds for the acquisition of Virtual Assets.
h. Personal Data: Has the meaning ascribed to it in clause 15.
i. Business Day: Any day of the year other than a Saturday, Sunday, or other days on which banksor state entities are authorized or obligated to close in El Salvador or in the United States of America. Thetime periods and obligations under these Terms and their Annexes shall be construed to run only onBusiness Days and within business hours in El Salvador, which, for purposes of these Terms, comprisefrom 08:30 to 17:30 (CST, GMT-6).
j. Material Adverse Effect: Any act, fact, or omission that, in the reasonable opinion of eitherParty, significantly and negatively affects or may affect: (i) the business, assets, operations, or financial orother condition of the other Party; and/or (ii) the ability of the other Party to perform any of itsobligations under the Terms; and/or (iii) any change of control in the other Party that may impact itsfinancial or operational stability or the performance of its contractual obligations.
k. Events of Default: Has the meaning ascribed to it in clause 9.
l. Applicable Registration Form: The form, questionnaire, or set of information fields madeavailable to the Client by IBEX through the platform or technological tool used by IBEX, at any given time,to carry out the onboarding, registration, and due-diligence (KYC/KYB) processes, as well as anysubsequent updates, supplements, or annexes thereto. In the Applicable Registration Form, the Clientmust provide, at a minimum, its identifying and contact information, the Client's Bank Accountinformation, the Client's Wallet, the designation of the Authorized Person(s), and any other informationIBEX requires under its internal policies, its due-diligence processes, and applicable regulations. A changein the platform or technological tool used by IBEX shall not affect the validity or effectiveness of theinformation previously provided by the Client, nor of these Terms.
m. Conversion Order: The initial request in the conversion flow, made by the Client, in accordancewith clause 6.
n. Cure Period: The period established for Events of Default within which such events may becured.
o. Authorized Person: Has the meaning ascribed to it in clause 5. In the case of natural persons, theClient itself acts as the Authorized Person by default, unless an additional designation is made.
p. Accepted Networks: The Distributed Ledger Technology–based networks that IBEX recognizesand admits for the provision of the Services. The current list of Accepted Networks shall be that madeavailable to the Client by IBEX through the platform, website, or communication channels enabled byIBEX for such purpose, and may be updated, expanded, or restricted at any time by the mere publicationor communication of the updated version, without such modification being considered an amendment to these Terms. It is the Client's sole responsibility to verify the current list of Accepted Networks prior toexecuting any operation. Any network other than those contemplated in the current list shall be deemedexcluded and shall not be accepted by IBEX for the execution of the Services. IBEX shall assume noliability for the loss, irrecoverability, or unavailability of Virtual Assets sent through networks notcontemplated as Accepted Networks, or sent to addresses incompatible with the selected AcceptedNetwork.
q. Order Summary: The definitive and binding document confirming the details of the conversionrequested by the Client.
r. Service: Has the meaning ascribed to it in clause 2.
2. Purpose and Nature of the Service
The purpose of these Terms is to govern the conditions under which IBEX will provide the Client with theconversion service between Virtual Assets and $USD (the "Service"). The availability of the Service issubject to the Business Days stipulated in this instrument. IBEX may expand or restrict such hours, whichwill be communicated by email or any means of communication regularly used by the Parties. Anymodification to availability hours will be notified by IBEX to the Client.
3. Inherent Risk of the Service
The Client acknowledges and accepts that the Services inherently entail the risk arising from the volatilityof the exchange rate of the Virtual Assets and/or currencies involved. Consequently, the marketexchange rate may differ from the anticipated trend and generate variations with respect to theconditions initially agreed.
Operations involving Digital Assets entail inherent risks and are not suitable for all investors or users.Accordingly, it is the Client's obligation to carefully assess its financial situation, level of experience, andrisk tolerance, as well as to properly inform itself about the risks associated with any activity linked toDigital Assets, including, among others, the purchase, sale, exchange, transfer, custody, operation, orinvestment in cryptocurrencies and products related to digital financial markets.
The information provided by IBEX is for informational purposes only and constitutes general marketcommentary. Such information does not constitute, and should not be construed as, investment advice,financial advice, tax advice, legal advice, a trading recommendation, or an offer or solicitation to buy,sell, or hold digital assets.
IBEX reserves the right to modify or withdraw any unconfirmed quotation when the market pricevaries to the serious detriment of IBEX, and must notify the Client through a direct and timely means ofcommunication.
4. Limitation of Liability
4.1. Excluded damages. Under no circumstances shall IBEX be liable to the Client, its Authorized Persons,affiliates, successors, or assigns for indirect, incidental, special, punitive, or consequential damages ofany nature, including, without limitation: (i) lost profits or loss of business opportunities; (ii) loss ofrevenue, expected earnings, or profits; (iii) loss or corruption of data or information; (iv) damage toreputation or business image; (v) interruption of the Client's activities; and (vi) any other damage notdirectly, immediately, and exclusively arising from IBEX's proven contractual breach. This exclusionapplies regardless of whether IBEX was advised of the possibility of such damages and regardless of thelegal basis of the claim (contractual, tort, strict, or any other liability).
4.2. Maximum liability cap. Notwithstanding the foregoing, and except for the exceptions provided insection 4.4 of this clause, IBEX's total aggregate liability arising from or relating to these Terms—considering all claims accumulated during their term— shall be limited to the amount equivalent tothe fees actually charged by IBEX to the Client during the six (6) calendar months immediately precedingthe event giving rise to the claim. In no case shall IBEX's aggregate liability exceed such amount.
4.3. Circumstances in which IBEX shall not be liable. The Client expressly acknowledges and accepts thatIBEX shall assume no liability for damages, losses, or harm arising from:
a. the volatility or variations in the exchange rate of the Virtual Assets, as well as any other marketrisk;
b. errors in the information provided by the Client, including, without limitation, erroneous,inaccurate, or outdated Client's Wallet addresses, Client's Bank Account data, or identifying information;
c. failures, congestion, delays, costs, forks, chain reorganizations, consensus attacks, or any otherevent attributable to the Accepted Networks or the distributed-ledger-technology infrastructure;
d. acts, omissions, insolvency, or breaches by third parties, including, without limitation, financialinstitutions, exchanges, custodians, liquidity providers, and providers of technology, infrastructure,software, communications, data processing, verification, analytics, security, authentication,documentation, or any other external service used directly or indirectly in connection with the provision,support, compliance, operation or performance of the Services, provided that such circumstances arenot directly and exclusively attributable to IBEX’s willful misconduct or gross negligences;
e. regulatory changes, suspensions, restrictions, seizures, freezes, or any decision issued bycompetent authorities in El Salvador or any other jurisdiction;
f. technical interruptions, technological failures, cyberattacks, security breaches, or IT incidents notdirectly and exclusively attributable to IBEX;
g. investment, financial, accounting, or tax decisions made by the Client, as well as the taxconsequences of the operations governed by these Terms, which shall be the Client's sole responsibility;andh. any circumstance covered by the Force Majeure or Fortuitous Event clause.
4.4. Exceptions to the maximum cap. The maximum liability cap set forth in section 4.2 of this clauseshall not apply to: (i) direct damages caused by IBEX's duly proven willful misconduct or grossnegligence; (ii) breach of the confidentiality obligations established in these Terms; (iii) theindemnification obligations expressly assumed by IBEX under these Terms; and (iv) any liability that,under applicable Salvadoran law, cannot be validly limited or excluded.
4.5. Time limit to claim. Any claim arising from or relating to these Terms must be notified in writing toIBEX, in accordance with clause 28 (Notices), within a maximum period of one (1) year from the date onwhich the Client became or reasonably should have become aware of the event giving rise to the claim.Once such period has elapsed without the claim having been notified, it shall be deemed time-barredand the Client expressly waives its right to assert it.
4.6. Essential element. The limitations and exclusions of liability set forth in this clause constitute anessential and determining element of the contractual relationship between the Parties and have beentaken into account in setting the consideration and fees applicable to the Service. The Parties expresslyacknowledge that, without these limitations, these Terms would not have been entered into under theconditions agreed herein.
5. General Provisions of the Service
a. IBEX will only accept Conversion Orders from persons previously designated and registered bythe Client as Authorized Persons ("Authorized Persons"). The Client must designate at least oneAuthorized Person to carry out the conversion operations governed by these Terms. The list ofAuthorized Persons shall be set forth in the Applicable Registration Form. The registry of AuthorizedPersons may be updated at any time by the Client, who must notify such update to IBEX in accordancewith clause 28 of these Terms (Notices).
b. The Client may place Conversion Orders only with respect to the Virtual Assets subject to theseTerms. The availability of Virtual Assets for conversion through IBEX must be confirmed prior to carryingout any operation. IBEX RESERVES THE RIGHT, AT ANY TIME AND FOR REASONS OF INTERNAL POLICY,REGULATORY, OR MARKET CONSIDERATIONS, TO UPDATE, LIMIT, OR WITHDRAW CERTAIN VIRTUALASSETS FROM ITS OFFERING FOR CONVERSION. Any change in the Virtual Asset offering will be notifiedto the Client in a timely manner through a direct means of communication.
c. IBEX states that it will in no way accept cash deposits for the execution of the services agreedin these Terms. If the Client makes any cash deposit into the accounts provided by IBEX for carryingout operations, IBEX will return to the Client the deposited amount less two percent (2%) of theamount as administrative costs.
d. Either Party may cancel an Order Request provided the Order Summary has not beengenerated. Likewise, the Client may cancel an Order Request while the funds or digital assets are inIBEX's bank accounts or digital wallets, respectively, accepting that IBEX will return the funds or digitalassets less two percent (2%) as an administrative cost.
6. Virtual Asset Purchase and Sale Preocess
The conversion process will be carried out under an orderly procedure involving a series of steps thatmust be followed for eventual settlement. The commencement of the provision of the Service shall beunderstood to begin only when the Client issues a Conversion Order, understood as the expressinstruction to carry out a conversion operation through the Accepted Networks. The Conversion Ordermay be issued directly or with a prior request for a quotation, in accordance with the following process:
6.1. WHEN THE CLIENT REQUIRES A QUOTATION
a. Quotation Request. The Client, through an Authorized Person, may request a quotation from IBEX to carry out a conversion operation, whether from USD to Virtual Assets or from Virtual Assets to USD. For the quotation request, the Client must clearly and completely provide, at a minimum, thefollowing information: (1) Type of operation desired (e.g., USD to bitcoin, bitcoin to USD, or anotherconversion authorized by IBEX); (2) Exact amount to convert; (3) Destination Virtual Asset; (4) Any otheradditional information IBEX deems necessary for the proper execution of the operation. Such requestshall be made through the channels enabled by IBEX, which may include digital platforms, mobileapplications, email, or other means previously accepted by IBEX.
b. Issuance of Quotation. When the Client expressly requests a quotation, IBEX will issue it,including the applicable margins and fees. The quotation will have a maximum validity of fifteen (15)seconds from the time it is sent. Once such period elapses without the Client's express acceptance, thequotation will automatically lose validity.
c. In the specific case of USDT and USDC, in addition to the validity period indicated, IBEX will applya maximum adjustment of up to ten basis points (0.10%) over the market price in order to approximate its value to one (1) United States dollar. If such adjustment is insufficient to reflect a value at par with thedollar, the difference will be borne entirely by the Client, without generating any liability for IBEX.
6.2. WHEN THE CLIENT DOES NOT REQUIRE A PRIOR QUOTATION
a. The operation will be subject to confirmation of the funds transfer by IBEX's bank or to receipt ofthe corresponding Transaction ID evidencing the sending of the Virtual Assets.
b. IBEX will not guarantee a specific exchange rate in this scenario; the exchange rate in effect atthe time the operation is carried out will apply.
6.3. Receipt of Funds and Issuance of Order Summary. In both cases provided in clauses 6.1 and 6.2,until IBEX receives the Client's funds in the designated accounts, there shall be no obligationwhatsoever to execute the Services. Once the operation is executed, IBEX will issue an Order Summaryspecifying the amount received, the exchange rate applied, the corresponding charges, and the finalresult of the conversion. Such Order Summary will be sent electronically to the Client and will constitutethe definitive confirmation of the operation. The quotation issued by IBEX, as well as the Transaction IDcommunicated by the Client, shall be of a preliminary and informational nature only. The sole bindingdocument with respect to the Services is the Order Summary issued by IBEX, which shall constitute thedefinitive and mandatory confirmation of the requested conversion.
6.4. Settlement of the Operation. Once the Order Summary is issued, IBEX will proceed with thesettlement of the conversion within a maximum period of two (2) Business Days from confirmation ofthe crediting of funds. Settlement of the operation will be carried out by delivering to the Client thefunds resulting from the conversion (in USD or Virtual Assets, as applicable), to the Client's Bank Accountor Client's Wallet.
6.5. Deduction of fees. In consideration for its services, IBEX shall charge a fee, which shall be deductedfrom the total amount received in USD or in Virtual Assets, with such deduction reflected in the OrderSummary delivered to the Client.
In addition, the Client acknowledges that all conversion transactions are executed at the exchange ratedetermined by the market at the time of the transaction, which incorporates a margin or spread over theapplicable market reference price. Such margin constitutes a component of the conversion price and isseparate and independent from the fee referred to in the preceding paragraph.
Fees, spreads and other charges may vary by client, transaction type, volume, market conditions andagreed commercial terms. The fee and exchange rate applicable to each transaction will be disclosed tothe Client in the quote, Order Summary or specific agreement prior to execution.
IBEX shall not be responsible for any costs associated with network fees incurred in connection with thetransfer or delivery of the Client's Virtual Assets. Once the transfer of funds to the Client has beencompleted, IBEX shall notify the Client of the conclusion of the conversion process.
7. Representation and Warranties
7.1. IBEX Representations. IBEX represents and warrants to the Client that:
a. It is a duly incorporated entity and is authorized to carry out its corporate purpose and, inparticular, to enter into and execute the operations addressed in these Terms, in accordance withapplicable law and its bylaws.
b. The person accepting these Terms on behalf of IBEX is duly authorized to do so in accordancewith the law and the bylaws.
c. These Terms and the operations entered into or to be entered into under them do not violateany legal or contractual provision, authorization, license, judgment, award, or resolution of any natureapplicable to it.
d. To the best of its knowledge, having proceeded diligently, there are no pending disputes beforeany judicial or administrative authority or arbitral tribunal that could have a Material Adverse Effect onthe validity or effectiveness of these Terms, or on its ability to perform the obligations contained herein.
e. All information provided during the course of the negotiation, execution, and performance ofthese Terms is truthful and verifiable in all material respects.f. It will use its best efforts to provide the Services in accordance with the best practices andstandards in force in the financial and regulatory market, ensuring security, transparency, and legality inall its processes.
7.2. Client Representations. By accepting these Terms, the Client represents and warrants to IBEX that:
a. It is a natural or legal person with full legal capacity and, in the case of legal entities, it is a dulyincorporated entity authorized to carry out its corporate purpose and, in particular, to enter into andexecute the operations addressed in these Terms, in accordance with the law and its bylaws.
b. The person accepting these Terms is duly authorized to do so in accordance with the law and,where applicable, the bylaws of the legal entity it represents.
c. For carrying out operations, it has acted or will act through Authorized Persons, designated inthe applicable registration form, who have the legal capacity to confirm operations, regardless of the type and amount of the operation. Therefore, the Client releases IBEX from any liability in relation to thecapacity of the Authorized Person representing it, and/or the validity of the operations as a consequenceof the Authorized Person's capacity.
d. It is the legitimate, sole, and exclusive holder of the Bank Account to be used within theframework of the operations governed by these Terms, and that it is not held in the name of third partiesnor subject to limitations restricting its use.
e. It is the legitimate, sole, and exclusive holder of the Client's Wallets used within the frameworkof the operations, and that they are not under the ownership, control, or disposal of third parties otherthan the Client.
f. The Client declares, at the time of registration, that it is the sole holder and beneficial owner ofthe bank accounts and crypto-asset wallets identified in the registration form or subsequentlycommunicated to IBEX through the enabled channels. The Client undertakes to keep such informationupdated.
g. These Terms and the operations authorized or to be authorized under them do not violate anylegal or contractual provision, authorization, license, judgment, award, or resolution of any natureapplicable to it.
h. To the best of its knowledge, having proceeded diligently, there are no pending disputes beforeany judicial or administrative authority or arbitral tribunal that could have a Material Adverse Effect on the validity or effectiveness of any of the provisions of these Terms, or on its ability to perform theobligations contained herein.
i. All information provided during the course of the negotiation, execution, and performance ofthese Terms is truthful and verifiable in all material respects. Likewise, it undertakes to provide thecorrect and accurate information necessary to carry out the transaction, including the correct Client'sWallet data; therefore, it shall be the Client's sole and entire responsibility to provide erroneous orinaccurate information that causes a transaction failure, being obligated to pay the corresponding priceand fees.
j. It knows and understands the legal nature, characteristics, and inherent risks of the operations,acts on its own initiative and account, and has reviewed by its own means and/or through its own legaland financial advisors the implications of accepting these Terms and of carrying out and executing eachand every operation.
k. It acknowledges and accepts that all information necessary for the negotiation, acceptance,execution, and performance of these Terms was provided to it objectively, timely, completely, impartially,and clearly, prior to the acceptance of the Terms and the carrying out of the operations.
l. The funds with which it operates originate from the exercise of lawful activities permitted byapplicable regulations and, therefore, do not originate from criminal activities, especially thoseconsidered under Salvadoran law as originating or constituting money laundering or terrorist financing.
m. Neither it nor its Authorized Persons involved in the negotiation or execution of these Terms hasoffered any commission, privilege, or gift to IBEX or its Authorized Persons, and it accepts that anymisconduct of its own or of its Authorized Persons regarding transparency in the negotiation, execution,or performance of these Terms constitutes a serious breach thereof. Likewise, it declares that neither itnor its Authorized Persons linked to the negotiation, execution, or performance of these Terms are in aconflict-of-interest situation, undertaking in any case to disclose any existing or superveningconflict-of-interest situation.
n. The Client declares and acknowledges that: (i) the Services subject to these Terms are directed atnatural or legal persons acting on their own account, with sufficient knowledge of Virtual Assets andfinancial markets, and with the economic capacity and experience to assume the risks inherent to suchoperations; (ii) the Client acts within the framework of its professional, business, commercial, orinvestment activity, and not as an end consumer of goods or services for domestic or personal useunrelated to an economic activity; and (iii) it has assessed on its own account, or through its advisors,the suitability, appropriateness, and risks of the Services with respect to its particular profile andobjectives. The Client acknowledges that this declaration is determinative for entering into these Termsand that IBEX has relied on it for accepting the Client and providing the Service.
The representations and declarations contained in this clause shall be deemed reiterated by the Clienteach time it carries
8. Suspensive andb Resolutory Condition of Regulatory Compliance
The Client acknowledges and accepts that the provision of the virtual-asset conversion services subjectto this Agreement is subject to conditions precedent and subsequent.
Condition precedent: Effective access to the services governed by this Agreement is suspended until theIBEX Compliance Department issues its express approval of the Client's file. Consequently, noservice-provision obligation shall be enforceable against IBEX until such approval has been formally granted. The maximum period for resolution by the Compliance Department shall be up to 10 businessdays from receipt of the complete documentation, with express notification to the Client of theapplicable result.
Throughout the term of the contractual relationship, the Client undertakes to cooperate diligently,timely, and in good faith with IBEX and its Compliance Department, and in particular must: (i) deliver thedocumentation, information, and declarations required within the indicated deadlines; (ii) keep theinformation provided updated, notifying any material change within 30 calendar days following itsoccurrence; (iii) submit to periodic due-diligence review and update processes; and (iv) attend toadditional information requirements made by IBEX in compliance with its regulatory obligations.
Condition subsequent: Grounds for immediate rescission, suspension, or termination of the servicesarise, at IBEX's sole discretion and without the need for prior judicial declaration, in any of the followingcases: (i) Failure to deliver, partial delivery, or untimely delivery of the documentation or informationrequired by the Compliance Department; (ii) Detection of inaccurate, false, erroneous, outdated,incomplete, or misleading information, whether provided at the time of contracting or during the termof the Agreement; (iii) Breach of the periodic or supervening information-update obligations; (iv)Identification of alerts, risks, or findings arising from continuous monitoring that, in the Compliance Department's judgment, compromise the Client's risk profile; or (v) Any other circumstance that, underapplicable regulations, justifies the termination of the relationship.
Upon verification of any of the grounds provided in the preceding section, IBEX may, without any liabilityand without prejudice to the corresponding legal actions: (i) immediately suspend access to the services;(ii) terminate this Agreement by operation of law; and (iii) report to the competent authorities whenrequired by law.
9. Events of Default
The occurrence of any of the following events attributable to one of the Parties shall be consideredEvents of Default, provided they are not cured within the corresponding Cure Periods where such havebeen provided:
a. The breach of payment or delivery obligations in accordance with these Terms.
b. The material inaccuracy or imprecision in relation to these Terms or any obligation arisingtherefrom, in any material aspect of the representations or declarations made by the respective Party,including any material inaccuracy or imprecision attributable in relation to clause 6, when not curedwithin the five (5) Business Days following the receipt by such Party of the notice regarding theoccurrence of the respective event.
c. The breach of any of the obligations arising from these Terms, when not cured within the five (5)Business Days following the receipt by such Party of the notice regarding the occurrence of therespective event.
d. To the extent applicable under Salvadoran law, the admission or subjection of the respective Party to insolvency or bankruptcy proceedings, judicial liquidation proceedings, receivership proceedings whether for administration or liquidation purposes, bankruptcy proceedings, or any other judicialmeasure applicable to natural persons whether merchants or not, or any other judicial or preventivemeasure in the event the respective Party or its Guarantor is an entity subject to the supervision of the Superintendence of the Financial System of El Salvador and the National Commission of Digital Assets, orany other governmental entity, or any other judicial or extra judicial proceeding that could result in theattachment or auction of a substantial part of the assets of the respective Party or its Guarantor.
e. The extinguishment of legal personality or the legal or voluntary dissolution of the respective Party.
Date of Default. For all purposes, the date of default shall be: (a) The Business Day immediatelyfollowing the day of expiration of the Cure Period, if applicable; or (b) The Business Day during which theevent constituting an Event of Default occurred, when there is no Cure Period.
Effects of the occurrence of an Event of Default. In the event of an Event of Default, the following shallproceed: (a) The performing Party must notify the defaulting Party that, as a consequence of theoccurrence of the respective Event of Default, the contractual relationship arising from these Terms willbe terminated. (b) In the event that two or more Events of Default occur simultaneously, the procedureprovided in this clause shall be applied for the Event of Default whose Cure Period, if applicable, isshorter.
10. Termination
The contractual relationship arising from these Terms may be terminated in any of the following cases:
a. Mutual agreement of the Parties.
b. For the breach of any of the obligations contained in these Terms, when such breach is not curedwithin the established Cure Period.
c. When the breach is of such a nature that it does not admit cure (for example: extinguishment oflegal personality, dissolution, declaration of insolvency or bankruptcy), the Terms may be terminatedimmediately, upon written notice to the defaulting Party.
d. For breach of any of the obligations contained in these Terms that cannot be cured andovercome by amicable agreement between the Parties within a period of no more than fifteen (15)Business Days from the breach.
10.1. Termination for convenience by IBEX. Without prejudice to the other grounds for termination setforth in this clause, IBEX may terminate the contractual relationship unilaterally and without the need tostate cause, by written notice to the Client given at least fifteen (15) calendar days prior to the date onwhich the termination takes effect. Such termination shall not give rise to any liability or indemnificationobligation on the part of IBEX and shall be without prejudice to: (i) the completion of Conversion Ordersin progress as of the date of notice; and (ii) the settlement of the obligations pending between theParties as of the effective termination date.
10.2. Immediate unilateral termination by IBEX. Notwithstanding the notice period set forth in thepreceding item, IBEX may terminate the contractual relationship unilaterally and immediately, withoutprior notice or prior judicial declaration, in the cases governed by clauses 8 (Condition Precedent andSubsequent for Regulatory Compliance), 11 (Anti-Money Laundering), and 12 (Termination for MoneyLaundering and International Sanctions Compliance), as well as when a competent authority or theapplicable regulatory framework so requires. In such cases, the effects and releases of liability providedin the respective clauses shall apply.
11. Anti-money Laundering, Counter-Terrorist Financing and Counter-Proliferation Financing
The Parties acknowledge that these Terms are subject to the anti-corruption and anti-bribery legislation,regulations, and rules of El Salvador, as well as any other jurisdiction that may be applicable. NeitherParty shall act, nor allow any third party to act, on behalf of the other Party, except as specificallyprovided in these Terms and only with the prior written authorization of such Party.
Both Parties undertake not to: (i) Offer or make payments or promises of payment of cash, whetherdirectly or through an intermediary, to any public official or employee of a government whether local orforeign; to any political party or candidate for political office locally or abroad; and in general to anyperson who, knowing of the relationship with those companies, may favor them or exert influence onthe performance or non-performance of a specific act. (ii) Give or promise the delivery of goods of anykind having significant value to any of the persons mentioned in the preceding item.
Each Party agrees to indemnify, defend, and hold harmless the other Party against any fine, penalty,related costs and expenses, including reasonable legal expenses and costs, as well as the payment ofsuch fine or penalty attributable to any violation by a Party in breach of this clause.
The Parties agree that the scope of this clause shall remain in force and effect even after the terminationof these Terms, for a maximum period of three (3) years from the date of their expiration.
In the event that one of the Parties breaches in any way the provisions of this clause, the non-breachingParty shall have the right, but not the obligation, to terminate these Terms immediately, upon priorwritten notice to the breaching Party. The foregoing is without prejudice to any other right or remedythat the non-breaching Party may have under applicable law.
12. Termination for Asset Laundering and Compliance with International Sanctions
12.1.Prevention obligation. Both Parties undertake to implement measures aimed at preventing theoperations between them from being used, without the knowledge and consent of the other Party,as instruments for the concealment, handling, investment, or exploitation in any form of money orother assets originating from criminal activities, or to give the appearance of legality to suchactivities, as well as to avoid any connection with persons, entities, jurisdictions, or operationssubject to sanctions, restrictions, or prohibitions imposed by competent national or foreignauthorities.
12.2.Client declaration. The Client represents and warrants, at the time of acceptance of these Termsand on an ongoing basis throughout their term, that neither the Client, nor its beneficial owners,significant shareholders, directors, legal representatives, Authorized Persons, nor thecounterparties with which it operates through the Services: (i) have been convicted by thecompetent authorities of predicate offenses of money laundering, terrorist financing, financing ofthe proliferation of weapons of mass destruction, or administration of resources related to suchactivities; (ii) are included in sanctions, restrictions, or prohibitions lists administered by competentnational or foreign authorities, including, without limitation, the lists administered by the Office ofForeign Assets Control of the U.S. Department of the Treasury (OFAC), the United Nations SecurityCouncil, the European Union, the United Kingdom (OFSI), and the competent Salvadoranauthorities; (iii) are subject to any type of investigation, procedure, or process by competentnational or foreign authorities related to the commission of the offenses referred to in item (i), or tothe violation of sanctions regimes; or (iv) are linked in requirements of control entities, news, orpress headlines, both nationally and internationally, for the alleged commission of the offensesreferred to in item (i) or for their inclusion or connection with sanctions regimes.
12.3.Notification obligation. The Client undertakes to notify IBEX, immediately and in writing, of any factthat affects or may affect the veracity of the declarations contained in the preceding section,including the supervening inclusion —its own or of any of the indicated persons— in any of thereferenced lists or circumstances.
12.4.IBEX powers. Without prejudice to the provisions of clause 8 (Condition Precedent andSubsequent), IBEX is expressly empowered to, at any time and at its sole discretion, without the need for prior notice, judicial declaration, or Cure Period: (i) immediately suspend the Client'saccess to the Services; (ii) block, freeze, or withhold the Client's Virtual Assets and/or funds underits control within the framework of these Terms; (iii) refrain from executing, reverse, or rejectConversion Orders in progress; (iv) terminate the contractual relationship unilaterally andimmediately, without any indemnification payment by IBEX; and (v) report the fact to thecompetent national or foreign authorities, when: (a) any of the declarations contained in section 2of this clause proves false, inaccurate, or supervening breached; (b) IBEX receives a requirement ororder from a competent authority regarding the Client or a specific operation; or (c) IBEX, in itsreasonable risk assessment, identifies direct or indirect links of the Client or its operations withjurisdictions, persons, entities, or wallet addresses subject to sanctions or investigation.
12.5.Release of liability. The Client acknowledges and accepts that the measures adopted by IBEX underthis clause constitute compliance with legal and regulatory obligations and, consequently, shall notgenerate any liability for IBEX, nor give rise to indemnification, reimbursement, refund of fees, orany other claim by the Client.
12.6.Disclosure authorization. The Client expressly authorizes IBEX to share the Client's information andthat of its operations with competent authorities, financial institutions, service providers, andcounterparties, to the extent strictly necessary to comply with the obligations arising from thisclause, without this constituting a breach of the confidentiality obligations provided in these Terms.
13. Anti-bribery
The Parties undertake to respect, comply with, and enforce any applicable legal provision in force.Therefore, each of the Parties undertakes not to give, offer, or promise, directly or indirectly, money, gift,or any other advantage or remuneration of the same nature or in kind to a public official or employee,public authority, agent of authority of another state, government, or national or internationalorganization foreign to these Terms, so that such person could retain, obtain, initiate, or omit any type ofbusiness or activity related to these Terms, directly or indirectly affecting the Parties. Likewise, theyundertake to comply with accounting processes and agree that falsehood, manipulation, alteration, orany other type of criminal offense not mentioned above and connected with the foregoing, or inaccuracyin the documentation or accounting records arising from these Terms, when fully proven, constitutesgrounds for termination thereof, without prejudice to any applicable criminal liability.
It is understood that the breach of any of the situations set forth above shall be grounds for terminationof these Terms, without prejudice to any applicable criminal liability.
14. Representation as to Source of Funds
The Client declares that all Virtual Assets made available or transferred, on any basis, to IBEX are oflawful origin. Likewise, the Client declares that it is not: (i) Linked by the competent authorities to anytype of investigation for offenses of drug trafficking, terrorism, kidnapping, money laundering, terroristfinancing, and administration of resources related to such activities. (ii) Included in lists for the control ofmoney laundering and terrorist financing administered by any national or foreign authority, such as theOffice of Foreign Assets Control (OFAC) list issued by the U.S. Department of the Treasury, the UnitedNations Organization list, and other public lists related to money laundering and terrorist financing. (iii)Convicted by the competent authorities in any type of judicial proceeding related to the commission ofthe foregoing offenses.
The Client, in the event that the provisions of this clause are false, undertakes to indemnify, defend, andhold IBEX harmless against any fine, penalty, related costs and expenses, including reasonable legal expenses and costs, as well as the payment of such fine or penalty attributable to any violation by theClient in breach of this clause.
15. Personal Data
Personal Data means information that allows an individual to be identified, as well as any otherinformation protected by Applicable Law with respect to individuals' privacy rights.
The processing of the Client's personal data by IBEX is governed by IBEX's Privacy Notice and Privacy Policy, which constitute documents separate from these Terms & Conditions and form an integral part ofthe contractual relationship between the parties.
The Privacy Notice describes, among other aspects: (i) the identity and address of the data controller; (ii)the categories of personal data to be processed, including sensitive data; (iii) the purposes of processingand their legal basis; (iv) the categories of recipients to whom the data may be disclosed, includingidentity-verification (KYC) service providers, liquidity providers, and financial institutions; (v) theapplicable international data transfers; (vi) the mechanisms for exercising the rights of Access,Rectification, Cancellation, and Objection (ARCO) and for revoking consent; and (vii) the relevant contactdetails.
The Privacy Notice is permanently available at (https://poweredbyibex.io/el-salvador-privacy-policies) and is communicated tothe Client prior to the collection of its personal data, in accordance with article 24 of the Personal DataProtection Law (Legislative Decree #144 of 2024). The Client declares that, prior to accepting these Terms & Conditions, it has had access to the PrivacyNotice, has read and understood it, and has expressed its consent separately, freely, specifically, informedly, expressly, and individually, in accordance with the acceptance mechanisms enabled by IBEX.
In the event of any discrepancy between these Terms & Conditions and the Privacy Notice regarding the processing of personal data, the provisions of the Privacy Notice shall prevail.
16. Confidentiality
Confidential Information means all information concerning or related to the business that one Party (the"Disclosing Party") discloses, or has disclosed before the date of acceptance of these Terms, to the otherParty (the "Receiving Party"), that is identified as confidential at the time of its disclosure or that areasonable person would consider, given the nature of the information and the circumstances, to beconfidential. Confidential information may include, but is not limited to, technology, finances, clients,suppliers, processes, procedures, research, developments, plans, and marketing, including Personal Data.
During the term of these Terms, and previously, both Parties may have disclosed to the other PartyConfidential Information orally, in writing, through facility visits, or by other means. The Receiving Partyundertakes to: (i) Maintain secrecy and discretion equivalent to that applied to its own ConfidentialInformation; (ii) Store the Confidential Information securely and appropriately, applyingindustry-standard security measures; (iii) Not make copies or reproductions except when reasonablynecessary; (iv) Disclose the Confidential Information only to authorized and necessary personnel,ensuring they have accepted comparable confidentiality commitments; (v) Use the Disclosing Party'sInformation only for the disclosed purpose or for the exclusive benefit of the Disclosing Party; (vi) Returnor destroy immediately all materials provided by the Disclosing Party upon its request; (vii) Notify theDisclosing Party immediately and in writing of any loss, unauthorized disclosure, or violation; and (viii) Ensure that any copy bears the same proprietary and confidentiality notices and legends as the originalinformation.
The disclosure of Confidential Information by the Receiving Party shall not be considered a breach if: (i)The information is in the public domain without the Receiving Party's responsibility; (ii) The informationwas legitimately received from a third party without any duty of confidentiality; (iii) The Receiving Partycan demonstrate that the information was independently developed by it before the disclosure; (iv) Theinformation was disclosed with the prior written approval of the Disclosing Party; (v) The ConfidentialInformation was required by a final and incontrovertible judgment or order of a competent judicialand/or administrative authority.
The confidentiality commitment is valid and binding on the Parties from the acceptance of these Termsand for up to three (3) years after the contractual relationship has ended for any reason.
16.1. Authorization to share information. The Parties agree that they may share any information,including reasonable Confidential Information, required by any regulatory entity in El Salvador or whosedisclosure is strictly necessary by applicable law or regulation. Likewise, each Party authorizes the otherto share any information, including reasonable Confidential Information, strictly necessary with anybanking institution in El Salvador and abroad, as well as with any crypto exchange, exclusively to theextent indispensable for the execution of the operations, upon prior notice to the other party.
The Party shall not be deemed to have breached the confidentiality obligation when the ConfidentialInformation must be disclosed in compliance with the law or a judicial order or other governmentaldemand or requirement as part of a final proceeding ("Proceeding"). Prior to the disclosure of theinformation and provided the law permits, the receiving Party must immediately notify the disclosingParty of such Proceeding. In the event that notification is prohibited or limited by law, the receiving Partymay disclose the Confidential Information in compliance with the Proceeding, provided that suchdisclosure is strictly limited to what is required.
17. Terms
These Terms will enter into force from the moment of their acceptance by the Client and will have a termof one (1) year, automatically renewing for equal periods, unless either Party communicates in writing itsintention not to renew them. In the event that one of the Parties wishes to terminate the contractualrelationship, it must notify the other at least fifteen (15) days prior to the date on which the terminationbecomes effective. It is understood that the Service will be provided under the terms and conditionscontained in this instrument.
18. Modification of the Service Conditions
IBEX reserves the right to modify the operation of the Service, as well as the provisions contained inthese Terms, undertaking to send the Client a written communication indicating the date from whichsuch modifications will enter into force, with a period of no less than thirty (30) days prior to theireffectiveness. If the Client does not accept the new conditions, it must necessarily communicate this inwriting to IBEX prior to their effectiveness, for which it will have a period of up to fifteen (15) BusinessDays from the notification, in order to negotiate and/or terminate the contractual relationship withoutany penalty; all without prejudice to the operations breached by the Client. If the modifications proceed,the written communications issued by the Parties will suffice to document them. Likewise, themodification will be deemed accepted if the Client continues using the Service after the effective date ofthe new conditions.
In the case of Clients qualifying as consumers under applicable Salvadoran legislation, modifications willrequire the Client's express acceptance, and the failure to accept within the indicated period will result in the termination of the contractual relationship without any penalty, without continued use of theService being interpreted as tacit acceptance.
19. Electronic Signature
It is the will of both Parties to submit to the Electronic Signature Law and, consequently, to incorporatethrough the use of electronic signature and recognize its validity and use through electronic means,identifying themselves by means of a simple electronic signature.
20. Force Majeure or Act of God
The Parties will be exempt from liability in meeting the deadlines established in these Terms wheneverthey are prevented by causes attributable to fortuitous events or force majeure. For the purposes ofthese Terms, the following, by way of example but not limitation, will be considered fortuitous events orforce majeure, provided that such events have had an effective influence or caused interruptions inperformance and due diligence has been used to prevent or limit their influence: (a) world war andwarlike hostilities, armed invasions, civil war, revolutions, insurrections, or destruction; (b) strikes, acts ofsabotage, subversive maneuvers; (c) fires and shipwrecks; (d) earthquakes; (e) technological failures.Upon the occurrence of a fortuitous event or force majeure, the affected Party must communicate it tothe other immediately.
21. Waiver
No waiver under these Terms is effective unless it is in writing, identified as a waiver of these Terms, andsigned by the Party waiving its right. Any waiver authorized on one occasion is effective only in thatinstance and only for the stated purpose, and does not operate as a waiver on any future occasion. Noneof the following constitutes a waiver or estoppel of any right, remedy, power, privilege, or conditionarising from these Terms: (i) any failure or delay in exercising any right, remedy, power, or privilege or inapplying any condition under these Terms; or (ii) any act, omission, or course of dealing between the Parties.
22. Survival
The rights and obligations of the Parties established in these Terms that, by their nature, must survivethe termination or expiration thereof, will survive such termination or expiration. With respect toConfidential Information, the obligations will remain in force after the termination or expiration of theseTerms until, where applicable, such Confidential Information loses its protection as a trade secret.
23. Third-Party Beneficiaries
There are no third-party beneficiaries. These Terms benefit only the Parties and their respectivesuccessors and permitted assigns, and nothing in these Terms, express or implied, confers on any thirdparty any legal or equitable right, benefit, or remedy of any nature under or by reason of these Terms.
24. Cliens Qualifying as Consumers
In the exceptional event that a Client, notwithstanding the declaration contained in clause 7, qualifies asa consumer under applicable Salvadoran consumer-protection legislation: (i) the provisions of theseTerms that are incompatible with mandatory consumer-protection rules shall be deemed modifiedexclusively to the extent strictly necessary for their conformity with such rules, maintaining their validity,effectiveness, and binding force in all other respects; (ii) in particular, the modification of the Termsprovided in clause 18 will require the Client's express acceptance, without continued use of the Service being interpreted as tacit acceptance; and (iii) the limitations and exclusions of liability contained inclause 4 will not apply to the extent incompatible with the liability regime established in applicableSalvadoran consumer-protection legislation. The remaining provisions of these Terms will retain fullvalidity and application.
25. Heading
The headings of the clauses of these Terms have been included for illustrative purposes only; therefore,they shall not be taken as a summary of the content of their respective clauses and thus do not affect,limit, or modify, in any way, the content thereof.
26. Assigment
These Terms may not be assigned or transferred by the Client to a third party, whether in whole or inpart, without the prior written consent of IBEX. The Client must request prior written authorization fromIBEX at least thirty (30) days before the date on which it wishes to assign or transfer these Terms.
27. Governing Law and Arbitration
Any controversy, difference, or claim arising from these Terms and from any amendment thereto orrelating to these Terms, including in particular their formation, validity, binding force, interpretation,execution, performance, termination, or nullity, as well as non-contractual claims, will be submitted toarbitration at law for their definitive resolution in accordance with the Rules of the Mediation andArbitration Center of the Chamber of Commerce and Industry of El Salvador in force at the time theconflict arises. The arbitral tribunal will be composed of a sole arbitrator appointed by the Mediation andArbitration Center of the Chamber of Commerce and Industry of El Salvador (the "Center"). For itsappointment, the Center must designate a sole arbitrator with verifiable knowledge and/or experience inthe subject matter of the dispute and of these Terms. The place of arbitration will be El Salvador. Thelanguage to be used in the arbitration proceeding will be Spanish. These Terms will be governed by thesubstantive law of El Salvador. The award must be complied with in good faith and without delay by theParties, and the Parties hereby waive the right to appeal.
The Client acknowledges and accepts that the arbitration agreement contained in this clause has beenaccepted expressly, independently, and individually, through the separate acceptance mechanismenabled by IBEX for such purpose, in compliance with applicable Salvadoran legislation on mediation,conciliation, and arbitration. The Parties acknowledge that such independent manifestation is valid,sufficient, and binding for the purposes of the submission to arbitration agreed herein.
28. Noticesotifications
a. All notices, requirements, or other communications made under these Terms must be in writingand will be considered duly delivered on the day of their delivery. The Parties agree that these Terms and any other document or notice to be delivered in connection therewith may beaccepted, acknowledged, and signed electronically, and that any electronic acceptance andacknowledgment is equivalent to handwritten signatures for purposes of validity, enforceability,and admissibility.
b. The effectiveness and proof of notices will be subject to the following: notices made by email orany other electronic means of communication will be deemed effectively delivered from the moment they have been received by the recipient, and will be proven with the acknowledgmentof receipt of the corresponding data message.
c. Notices related to Events of Default and Termination Events must specify the reasons why anEvent of Default or Termination Event is considered to have occurred; likewise, where applicable, the decision to carry out the corresponding procedure must be reported.
d. Notices corresponding to rights or obligations to be exercised on a day that is not a Business Daywill be made no later than the first immediately following Business Day.
e. All notices, requirements, or other communications having legal or contractual effects (including,but not limited to, those related to Events of Default and Termination Events) must be made inwriting and by email to the addresses designated by the Parties:
IBEX: Álvaro Javier Sol Argeñal - Email: alvaro@poweredbyibex.io - Attention: Álvaro Sol -With copy to: legal@poweredbyibex.io
Client: The Client's contact details will be those provided at the time of registration oracceptance of these Terms, as well as any update that the Client notifies in writing to IBEX.
f. Notwithstanding the foregoing, operational communications arising from the execution of theseTerms -including, but not limited to, confirmations, quotations, conversion orders, quotationrequests, issuance of quotations, order summaries, or other operational matters- may be carriedout through electronic instant-messaging means such as Telegram or WhatsApp, provided thatsuch means and the specific channels (such as designated groups or chats) have been previouslyagreed by the Parties. Communications made by these means will be deemed validly issued foroperational purposes, without prejudice to legal notices continuing to be made in accordancewith the preceding sections.
29. Language
These Terms are provided in English for the convenience and reference of the Client. The officialSpanish-language version is available at the following link: (https://poweredbyibex.io/el-salvador-terms-conditions). In the event of any doubt, discrepancy,contradiction, conflict of interpretation, or disagreement between the two versions, theSpanish-language version shall at all times prevail and shall be the only version producing full legaleffects between the parties, and the one to be used for purposes of interpretation, performance, andresolution of any disputes arising from this instrument.
30. Electronic Acceptance
These Terms may be accepted by electronic means. A simple electronic signature means any sound,symbol, or electronic process attached to or logically associated with a record and executed and adoptedby a Party with the intention of signing such record. The electronic acceptance of these Terms -whetherby checking a box, clicking an acceptance button, simple electronic signature, or any other meansenabled by IBEX- will be considered valid, binding, and equivalent to a handwritten signature for all legalpurposes. The simple electronic signature will be governed in accordance with the Electronic SignatureLaw in force in El Salvador.
The Client acknowledges that it has had the opportunity to carefully read these Terms and, by itsacceptance, expresses its full and free consent to be bound by the terms established herein.