Terms and Conditions - Return Finance

Return Finance Terms and Conditions

Effective Date: 20.04.2023 | Last Update: 01.04.2025

1. Definitions and Glossary

This section defines the key terms used in these Terms and Conditions. For ease of use, definitions are available as inline “hover-over” tooltips on our Platform and in an appendix.

• The Company, We, Us: Refers to Return Finance UAB (Lithuania, company no. 306264593, Mesenių st. 5, LT-01133, Vilnius), Return Finance AG (Switzerland, company no. CH-171.184.345, Gotthardstrasse 26, 6300 Zug), and Return DMCC (located at DMCC Business Center Jewellery, Gemplex 3 Level No. 1, Dubai, United Arab Emirates). Customers in Switzerland will contract with Return Finance AG; other jurisdictions will be served by Return Finance UAB.
• Software Infrastructure Provider: Return DMCC, located at DMCC Business Center Jewellery, Gemplex 3 Level No. 1, Dubai, United Arab Emirates, provides the software services and infrastructure used by our Return Finance entities.
• Company Services: The range of services offered via Internet and/or blockchain technologies, including Virtual currency exchanges, wallet operations, staking services, swapping, bridging, banking on/off ramping, and other related operations.
• Platform: Our ecosystem available via our website (https://return.finance) and mobile application, through which Company Services are provided.
• Virtual currency: Digital assets such as Bitcoin (BTC), Ethereum (ETH), USD Coin (USDC), DAI, and other crypto-tokens available for purchase, sale, or exchange on the Platform.
• Virtual currency exchanges: Transactions where one Virtual currency is exchanged for another or FIAT currency.
• Wallet: A digital tool or software application provided by us to securely store and manage cryptographic keys.
• FIAT Currency: Government-issued currency such as USD, GBP, EUR, etc.
• User: Any individual, institution, or organization that accesses or uses the Platform or Company Services in accordance with these Terms.
• User account: The account(s) created by a User that records transactions, asset movements, and basic information.
• KYC process: The “Know Your Customer” process by which we verify and authenticate Users’ identities.
• Privacy Policy: Describes how we collect, use, and protect personal data. View our Privacy Policy.
• Prohibited Jurisdictions: Jurisdictions from which Users are not permitted to access the Services. View the Prohibited Jurisdictions list.
• Custodial Services: Services that provide secure storage of Virtual currencies in non-commingled, individually assigned wallet addresses.
• Off-Balance-Sheet: Indicates that customer deposits remain solely the property of the customer and are not recorded as Company assets or liabilities.
• Swapping: The direct exchange of one Virtual currency or crypto asset for another.
• Bridging: The process of converting Virtual currencies or assets from one blockchain network to another using approved third-party providers.
• Staking: The process of locking or delegating Virtual currencies or crypto assets to a blockchain protocol to support network operations and earn rewards.
• Banking On/Off Ramping: The process of converting FIAT currency to and from digital assets using approved third-party providers.

2. Company Overview

Plain Language Summary:
Return Finance offers a range of digital asset services—including currency exchange, wallet management, and staking—using blockchain technologies. We operate under multiple legal entities to ensure compliance with local regulatory requirements.

Return Finance UAB, Return Finance AG, and Return DMCC (collectively, “Return Finance”) operate under respective regulatory frameworks in Lithuania, Switzerland, and the United Arab Emirates. Return Finance UAB is authorized by the FCIS in Lithuania for Virtual currency exchange and custodial wallet services. Return Finance AG is a member of VQF, the Swiss Self-Regulatory Organization (SRO), and complies with Swiss AML and CTF regulations. Additionally, Return DMCC provides the software services and infrastructure that underpin our operations.

3. Eligibility

By registering to use a The Company Service, you represent and warrant that:

• You are at least 18 years old: Or of legal age to form a binding contract.
• Full Legal Capacity: You have the necessary legal capacity and authorizations to enter into these Terms.
• No Prior Suspension: You have not been previously suspended or removed from using our Services.
• No Duplicate Accounts: You do not currently hold another User Account.
• Not Located in a Prohibited Jurisdiction: You are not located in a jurisdiction prohibited from accessing our Services.
• Authority for Legal Entities: If acting on behalf of a legal entity, you have the authority to bind that entity.
• Compliance with Applicable Laws: Your use of our Services complies with all applicable laws, including AML, anti-corruption, and counter-terrorist financing regulations.
• Understanding of Risk Factors: You have read and understood the “Risk Factors” section.
• Financial and Technical Sophistication: You are sufficiently sophisticated to understand the risks inherent in blockchain-based systems.
• Authorized Usage: You are authorized to use our Services in your jurisdiction and are not subject to any sanctions imposed by relevant authorities.

4. Services Provided

Plain Language Summary:
Return Finance offers a suite of services including conversion between FIAT and digital assets, investments in DeFi protocols, auto-compounding of rewards, bridging and swapping of assets, secure custodial services, and outgoing crypto transfers. These services are delivered via our Platform.

As a Virtual currency exchange operator and wallet provider, Return Finance acts as your agent for converting FIAT to Virtual currencies and vice versa. Once you open a User Account, you can purchase Virtual currencies using FIAT (with the purchased assets delivered to your wallet), sell Virtual currencies in exchange for FIAT (with funds transferred to your designated bank account), and use our Platform to swap assets, invest in DeFi protocols, receive auto-compounded rewards, bridge assets between blockchains, securely custody your digital assets, and execute outgoing crypto transfers.

4.1 Fiat On/Off Ramping Services

Plain Language Summary:
Our platform enables you to convert FIAT to digital assets (on-ramping) and digital assets back to FIAT (off-ramping) using approved third-party providers.

Fiat On/Off Ramping Services:
Return Finance facilitates the conversion between FIAT currency and digital assets through approved banking on/off ramp providers. Our platform currently integrates with providers such as MoonPay and Unblock LT UAB. For these services:

• MoonPay: For fiat-to-crypto transactions processed via MoonPay’s API, by initiating a transaction you agree to MoonPay’s Terms of Use and acknowledge MoonPay’s fee schedule and processing times.

• Unblock: When you use Unblock for fiat on-ramping or off-ramping transactions via their API, you agree to Unblock’s Terms of Use and Unblock’s Privacy Policy and EPMAP’s Terms of Use аnd acknowledge that if you use their solution, your KYC token obtained via our SumSub verification process will be shared with Unblock to facilitate regulatory compliance.

Return Finance acts solely as a facilitator for these services. You agree that all transactions processed by these providers are subject to the providers’ own terms and conditions, and Return Finance is not liable for any errors, delays, or issues arising from their performance.

4.2. DeFi Protocol Investment:

Plain Language Summary:
Return Finance facilitates the deployment of customer funds into various approved DeFi protocols via our smart contracts.

DeFi Protocol Investment:
Return Finance enables customer funds to be invested via smart contracts into a variety of approved underlying DeFi protocols. Our platform supports major protocols such as Ethena, Benqi, MakerDao, Convex Finance, and AAVE, as well as other protocols approved by Return Finance. By investing through our platform, you acknowledge that your funds are deployed on a one-for-one basis and that such investments are subject to the specific terms, conditions, and risk disclosures of the underlying protocols. Return Finance acts solely as a facilitator for these investments and does not assume responsibility for the operation, performance, security, or availability of any underlying protocol. All investment-related risks are borne solely by you.

4.3. Auto-Compounding Services

Plain Language Summary:
Our auto-compounding service automatically reinvests earned rewards back into the same DeFi protocol.

Auto-Compounding Services:
Return Finance provides an auto-compounding service whereby earnings from your DeFi investments are automatically reinvested back into the same underlying protocol. Auto-compounding is performed daily when feasible, subject to each protocol’s operational parameters. By using our auto-compounding service, you acknowledge and agree to its operation as described above.

4.4. Bridging and Swapping Services

Plain Language Summary:
We facilitate the transfer and exchange of digital assets across blockchain networks using approved services.

Bridging and Swapping Services:
Return Finance facilitates bridging services by executing transfers through smart contracts to move digital assets from one blockchain network to another, and swapping services by enabling exchanges of digital assets via decentralized exchanges. Our platform supports approved providers for bridging and supports decentralized exchanges including Curve DEX, Uniswap v3, and Balancer for swapping. By using our bridging and swapping services, you agree to the applicable provider’s Terms of Use. You acknowledge that the bridging and swapping processes are executed via smart contracts and that you assume all inherent risks associated with such execution, including potential technical issues, delays, or vulnerabilities. You further acknowledge that any additional fees, slippage, or price fluctuations incurred during these processes are determined solely by the third-party providers and are independent of our fee structure, and that Return Finance is not liable for any errors, delays, or losses that occur during these processes. Any disputes or issues regarding these services must be addressed directly with the respective providers.

4.5 Custodial Services

Plain Language Summary:
Our custodial services provide secure storage and management of your digital assets via industry-leading infrastructure.

Custodial Services:
Return Finance offers custodial services to securely store your digital assets. Our custody solutions are powered by Fireblocks’ proprietary infrastructure, which employs a Private Key Share mechanism to ensure secure storage, management, and administration of your assets. Your funds are maintained in a dedicated, non-commingled wallet and kept off-balance-sheet. By using our custodial services, you acknowledge that these services are delivered via Fireblocks’ platform and are subject to the terms of Fireblocks’ Master Service Agreement. Return Finance acts solely as a facilitator of custodial services provided through Fireblocks and is not liable for any delays, errors, or issues arising from the operation of Fireblocks’ infrastructure.

4.6. Outgoing Crypto Transfers

Plain Language Summary:
Our platform facilitates outgoing transfers of digital assets to external addresses using approved infrastructure and screening measures.

Outgoing Crypto Transfers:
Return Finance facilitates outgoing crypto transfers through an approved process that utilizes Fireblocks’ proprietary infrastructure. These transfers are executed securely, with the underlying mechanism incorporating Notebene screening measures to detect suspicious or unauthorized activity. By using our outgoing crypto transfer services, you acknowledge that these transfers are processed via Fireblocks, are subject to Fireblocks’ Master Service Agreement, and that Return Finance is not liable for any delays, errors, or issues arising from the performance of Fireblocks’ infrastructure or the associated screening process.

5. User Identity Verification

To comply with anti-money laundering (AML) and counter-terrorism financing (CTF) laws, you must provide personal information for identity verification during account registration. This information may include your name, email, contact details, government-issued ID, date of birth, and other relevant data.We use SumSub’s services (via an API integration) as our third-party provider to conduct these KYC/AML checks. By submitting your personal information, you expressly consent to the transmission of your data to SumSub and its processing in accordance with SumSub’s Terms and Conditions (available at https://sumsub.com/terms-and-conditions/). You acknowledge that SumSub is acting solely as a service provider on our behalf, and we are not responsible for any errors or omissions in the data processing performed by SumSub.We will use your personal data solely to:

6. Price, Fees, and Transaction Execution

Plain Language Summary:
Prices for Virtual currencies are subject to rapid change due to market volatility. We clearly disclose our fee structure, and any changes (with a 14-day notice) will be communicated. When you execute a transaction, the final rate (“Final Price”) is locked in at the moment of execution.

• Pricing: Virtual currency sale prices are quoted in FIAT based on current market conditions. Due to the volatile nature of digital asset markets, the rate at which a transaction is executed may differ from earlier displayed rates.
• Lock-In Clause: Once a transaction is initiated, the Final Price (including any transaction fee) is locked in and confirmed upon order execution.
• Fees: Applicable fees (for purchasing, selling, swapping, bridging, and staking) are clearly displayed on the Platform. Any changes to the Fees will be communicated with a 14-day notice. Your continued use of our Services after the notice period constitutes acceptance of the new fee structure.
• Order Execution:

• FIAT Payments: Orders are considered complete upon receipt of the actual FIAT funds in our account.
• Virtual Currency Deliveries: Orders are complete upon receipt of the Virtual currency in our designated wallet.
• In cases of insufficient funds or inability to transfer currency, we may cancel or partially execute orders at our discretion.

Please note that for fiat on-ramping transactions processed by MoonPay or Unblock, additional fees imposed by these providers may apply. Their respective fee schedules are independent of our own fee structure. We are not responsible for any errors, delays, or issues arising from the processing of fiat transactions by these providers. Any disputes or issues regarding fiat on-ramping or off-ramping transactions shall be subject to the respective provider’s Terms of Use.

7. Operational Transparency and User Protection

Return Finance is committed to protecting your assets and ensuring transparent disclosure of our processes. We ensure:

• Each User receives a unique, non-commingled wallet address: Your assets are assigned a dedicated wallet.
• Customer funds remain off-balance-sheet and under your control: Your funds are segregated from Company assets.
• Clear disclosure of pricing, fees, and custody practices: All costs and processes are transparent.

Intermediate Smart Contracts:

• One-for-One Investment: Customer funds are invested on a one-for-one basis into DeFi protocols through intermediate smart contracts deployed by Return Finance.
• Tradability, Auto-Compounding, Swapping, and Bridging: These smart contracts facilitate tradability, auto-compounding of earnings, and any necessary swapping and bridging functions (including wrapping and unwrapping of assets) required to enable staking and unstaking.
• Traceability: Every transaction executed by these smart contracts is fully traceable on the public blockchain.
• Fireblocks Ecosystem: The smart contracts operate within the Fireblocks ecosystem, and only whitelisted (approved) wallets may interact with them.
• Secure and Transparent Structure: This structure ensures a secure, transparent, and automated reinvestment and conversion of assets from your DeFi investments.

8. Prohibited Activity and Prohibited Jurisdictions

Users agree not to engage in any activities that may harm the integrity, security, or functionality of our Platform or violate applicable laws.

• Cyberattacks: Any actions intended to disrupt or damage systems (e.g., deploying malware or launching denial-of-service attacks).
• Data Mining or Scraping: Unauthorized extraction of data from our Platform.
• Fraudulent Content: Misrepresenting information to defraud others.
• Market Manipulation: Engaging in practices that undermine market integrity (e.g., pump-and-dump schemes, wash trading).
• Sale of Stolen Assets: Trading assets obtained by fraudulent or illegal means.
• Intellectual Property Infringement: Unauthorized use or distribution of copyrighted or trademarked materials.
• Other Unlawful Conduct: Any other activity that violates applicable law.

For a complete list of Prohibited Jurisdictions, please visit: https://return.finance/prohibited-jurisdictions/

9. Risk Factors

Plain Language Summary:
Investing in digital assets is inherently risky. Market volatility, technological issues, regulatory changes, and other factors can lead to significant losses. Please review these risks carefully before using our Services.

Key Risks:

• Market Volatility: Rapid and unpredictable price changes can result in significant losses.
• Smart Contract Vulnerabilities: Errors or hacks in the smart contract code can lead to asset loss.
• DeFi and Interoperability Risks: Use of decentralized finance protocols can expose you to additional technical and security risks.
• Stablecoin Risks: Stablecoins may not maintain their intended value and could lose their peg.
• Network and System Risks: Failures in hardware, software, or Internet connectivity may disrupt services.
• Regulatory Risks: Future regulatory changes could adversely affect digital asset markets or our Services.

Additional Risks:
Users should also be aware of third-party risks, including potential vulnerabilities in third-party protocols used for bridging, swapping, or staking. Despite our industry-standard measures, risks inherent to the blockchain and crypto industry remain.

10. Account Usage and Security Requirements

• User Responsibility: The User Account is personal and may not be used by anyone other than the registered User. You are responsible for maintaining the confidentiality of your login credentials and for all activities conducted under your account.
• Security Measures: While we employ industry-standard security practices, you must ensure your account credentials remain secure. Notify us immediately if you suspect any unauthorized access to your account.

11. Travel Rule Compliance

Plain Language Summary:
To meet regulatory travel rule requirements, we leverage Fireblocks’ integrated travel rule offering—which incorporates Notebene’s services—to transmit necessary data as required by law. In order to comply with the Travel Rule requirement for you as our user it means that we could reach out to you and ask additional details about the originators of deposits and beneficiaries of withdrawals.

To meet the regulatory obligations, we may be required to:

• Collect certain information from you before or after processing your withdrawal to your external wallet, and share that information to the host of that external wallet.
• Collect and verify information about a deposit from your external wallet, and carry out a risk assessment on the deposit, before making it available to you.

We may freeze and retain a deposit or withdrawal, return an attempted withdrawal to you, or return an attempted deposit to its source, where:

• You do not provide the information we need to process or release a deposit or withdrawal, or we have good reason to suspect that information you have provided is incorrect or false.
• We receive insufficient information about a deposit from an external wallet, or the information does not match our records about who the intended beneficiary of the deposit is.

The host of an external wallet rejects and returns your withdrawal to us.

You may be charged any network and service fees associated with returning a deposit to its source, or returning a withdrawal to you where it is rejected by the host of an external wallet.

Data Sharing and Consent:
Our platform utilizes Fireblocks’ travel rule offering (which includes Notebene’s services) to ensure compliance with applicable travel rule regulations. By using our Services, you expressly consent to the sharing of your travel rule–relevant personal and transaction data through this integrated offering. We recommend that you review Notebene’s agreements (available at https://notabene.id/agreements) to understand how your data will be handled as part of this service.

Data Processing and Privacy:
The data shared for travel rule compliance will be processed in accordance with the policies of Fireblocks and Notabene. For further information on how your data is collected, used, and shared (including data transmitted for travel rule compliance), please refer to our Privacy Policy.

12. Transaction Screening and Monitoring

Plain Language Summary:
To support our compliance with anti-money laundering and related regulatory requirements, we use Chainalysis (via our integration with Fireblocks) to screen and monitor transactions. By using our Services, you consent to this processing.

Transaction Screening and Monitoring:
To support our compliance with anti-money laundering and other regulatory obligations, we utilize Chainalysis to conduct transaction screening and monitoring via our integration with Fireblocks. By using our Services, you expressly consent to the collection, processing, and analysis of your transaction data by Chainalysis for purposes of risk assessment, fraud detection, and compliance.

Applying financial crime and sanctions checks to deposits and withdrawals, which may result in us:

• Freezing a deposit or withdrawal, and asking you for additional information before processing or releasing a deposit or withdrawal;
• Blocking deposits to, or withdrawals from, certain external wallet addresses;
• Freezing and retaining deposits from a source that has been identified as being sanctioned, until applicable sanctions change, or you receive a ‘Release of Blocked Funds’ licence from an appropriate sanctions organisation.

When a deposit or withdrawal is blocked, frozen, or returned, the Company will store and process this information in accordance with the legal and regulatory obligations.

13. Suspension and cancelation of the user account

You agree that we have the right to suspend your User Account, restrict access to your funds or assets, and temporarily or permanently limit your use of our services in lawful and reasonable situations. This includes cases where we suspect a violation of our Terms, Privacy Policy, or any applicable laws and regulations. We are not responsible for any consequences resulting from these actions. We also reserve the right to retain and use transaction data or other related information. These account restrictions may apply in, but are not limited to, the following situations:

• If your activities using our services could damage our business reputation;
• Any statement of the Terms or the information provided is or becomes materially inaccurate or materially altered;
• Validity of the Terms contradicts the requirements of the legal acts or causes us other adverse consequences that we could not have foreseen at the time of drawing up the Terms and Conditions and that we could not manage or avoid if the Terms and Conditions remain in force;
• We terminate provision of our services or provision of certain services directly related to the contract, or we cannot provide such services due to other reasonable circumstances;
• You use the Services for malicious, illegal or immoral purposes;
• This is necessary for our own protection, including (but not limited to) the following circumstances: (a) protection against fraud or money laundering; (b) protection against your failure to fulfil obligations; (c) protection against market failure; (d) protection against adverse or volatile market conditions; and (e) our protection against loss;
• In cases where it turns out that you commit a criminal and/or unlawful activities while using the Services;
• If sanctions schemes imposed by the Republic of Lithuania, European Union or other jurisdictions to the Russian Federation, the Republic of Belarus or to other countries make the execution of the Agreement impossible.
• The User Account is subject to a governmental proceeding, criminal investigation or other pending litigation;
• We detect unusual activities in the User Account.

14.Dispute Resolution and Governing Law

Plain Language Summary:
Disputes will be handled through a structured process beginning with negotiations. If disputes cannot be resolved through negotiation, litigation will occur in the courts specified based on your onboarding entity.

Negotiation Process: Before initiating litigation, both parties agree to negotiate in good faith to resolve any dispute. Should negotiations fail, you may file a complaint via email at [email protected].

Governing Law and Jurisdiction:

• For Users contracting with Return Finance UAB: These Terms are governed by the laws of the Republic of Lithuania. Disputes will be settled in the competent courts in Vilnius, Lithuania.
• For Users contracting with Return Finance AG: These Terms are governed by Swiss law. Disputes will be settled in the competent courts in Switzerland.

ADR Options: Currently, disputes will be resolved via the above negotiation and litigation process. At this time, we do not offer alternative dispute resolution mechanisms such as mediation or arbitration.

15. Force Majeure

In the event of circumstances beyond our reasonable control—including, but not limited to, natural disasters, acts of government, regulatory changes, cyber-attacks, or other unforeseen events—Return Finance shall be excused from any delay or failure in performance under these Terms. We will make reasonable efforts to resume normal operations as soon as possible. Neither party shall be liable for any losses resulting from a force majeure event.

16. Amendments and Communications

Any amendments, modifications, or changes to these Terms will be communicated to you via email with a 14-day notice period before the changes take effect. Continued use of our Services after the notice period constitutes acceptance of the updated Terms.

17. Miscellaneous Provisions

• No Regulatory Protections: Return Finance is not registered with major financial regulators such as the FCA (UK) or SEC (US). Return Finance AG is a member of VQF under Swiss AMLA but is not directly regulated by FINMA.
• Non-Solicitation and No Investment Advice: All transactions initiated by you are unsolicited and you acknowledge that you have not received investment advice from us. Information provided on the Platform is not a recommendation or advice.
• No Fiduciary Duties: We do not owe any fiduciary duties beyond those expressly stated herein.
• Tax Obligations: It is your responsibility to determine and report any taxes applicable to transactions initiated through the Platform.
• Third-Party Links and Content: Our Platform may include links to third-party sites. We are not responsible for the content, security, or accuracy of information on those sites.
• Indemnity: You agree to indemnify and hold harmless Return Finance and its affiliates from any claims, damages, or losses arising from your breach of these Terms or violation of any law.
• Severability and Entire Agreement: If any provision of these Terms is held unenforceable, the remaining provisions will remain in full force and effect. These Terms constitute the entire agreement between you and Return Finance regarding the Services and supersede all prior agreements or understandings.
• Rewards Program: From time to time, we may offer incentives or rewards for certain activities. Details regarding these programs will be provided on the Platform and are subject to change without notice.

By using our Services, you agree to be bound by these Terms and Conditions. If you do not agree with any provision of these Terms, please refrain from using our Services.