Euthyna Terms & Conditions

1. Parties, agreement and acceptance

The Terms apply from the moment they are accepted electronically on the Request Access form. From that moment they govern (a) the evaluation and onboarding of the Tenant, including Discovery, qualification, commercial discussion and provisioning, and (b) all access to and use of the Service by the Tenant and its Authorized Users, unless and until an Order Form or a separately executed agreement supersedes a particular provision as described in Section 5.

The individual who ticks the acknowledgement box and submits the form (the “Signer”) represents that they have read and understood the Terms, that the full legal name they entered is their own, and that they are authorized to bind the Tenant. If the Signer lacks that authority, the Signer is personally bound by the Terms with respect to their own access and confidentiality obligations, and the Tenant becomes bound from the moment it accepts the benefit of the Service.

Submitting the Request Access form is an application. It is not an offer that SK Fintech is obliged to accept. SK Fintech reviews every application personally, may ask for further information, and may decline an application at its discretion and without stating a reason. Nothing in the Terms obliges SK Fintech to provision a Workspace.

The Terms do not create any fee obligation by themselves. Fees arise only under an Order Form executed by both Parties, as described in Sections 4 to 6.

2. Definitions

Capitalized terms have the meanings given here or where they are first defined in the Terms.

• “Affiliate” means an entity that controls, is controlled by or is under common control with a Party, where control means ownership of more than fifty percent of the voting interests or the power to direct management.
• “Authorized User” means an individual employee, contractor, adviser, investor, lender, auditor, verifier, counterparty or other person whom the Tenant, through its Tenant Administrator, permits to access its Workspace.
• “Confidential Information” has the meaning given in Section 12.
• “Documentation” means the guides, runbooks, specifications, release notes, help content and other materials describing the Service that SK Fintech makes available to the Tenant, in any form.
• “Evidence” means the documents, files, data, attestations, measurements, approvals and other materials submitted to the Service in support of a Governed Decision.
• “Governed Decision” means a determination recorded by the Service as to whether a tranche, milestone, drawdown, payment or other capital action is eligible to proceed under the rules the Tenant has configured.
• “Order Form” means an order form, proposal, pilot proposal, subscription agreement, enterprise agreement, statement of work, pricing worksheet, data processing addendum or amendment that references or is issued under the Terms and that both Parties have executed, including electronically.
• “Professional Services” means the custom development, integration, migration, training and advisory work described in Section 4.
• “Service” or “Euthyna” means SK Fintech’s hosted capital-governance software known as Euthyna, including its web application, programming interfaces, audit trail and evidence stores, the operator surfaces used to onboard the Tenant, and any updates SK Fintech makes generally available.
• “Subscription Term” means the period of authorized use stated in an Order Form, including a Paid Pilot’s fixed term.
• “Tenant Administrator” means the Authorized User whom the Tenant designates to administer its Workspace, including inviting and removing Authorized Users.
• “Tenant Materials” means all data, documents, Evidence, plans, rules, configurations, instructions, approvals, identifiers and other content that the Tenant or its Authorized Users submit to the Service or provide to SK Fintech.
• “Workspace” means the logically isolated tenant environment provisioned for the Tenant within the Service.

3. The Service and its boundary

Euthyna applies the “andon” principle to capital. For a capital plan divided into tranches, milestones or drawdowns, the Service evaluates the rules the Tenant has configured against approved plans, submitted Evidence, verification, approvals, exceptions, dependencies and contractual or compliance conditions, and it records whether each capital action is eligible to proceed. Every Governed Decision, and every fact it relied on, is written to an append-only, tamper-evident audit trail that can be replayed to reproduce the decision.

Euthyna determines and records eligibility. It does not custody, hold, escrow, settle, transfer, disburse or receive funds or securities; it does not issue, register or transfer tokens, shares, units or other instruments; it does not execute payments; and it does not act as a bank, trust company, custodian, escrow agent, payment processor, money transmitter, broker-dealer, investment adviser, fund administrator, transfer agent or fiduciary. Any movement of capital is performed by the Tenant or by third parties under the Tenant’s own arrangements and remains the Tenant’s responsibility.

A Governed Decision is the Service’s application of the Tenant’s own rules to the materials supplied to it. It is not legal, financial, investment, tax, engineering, valuation or accounting advice. It is not a representation by SK Fintech that any milestone was in fact achieved, that any Evidence is genuine, or that any counterparty has performed, and it does not replace the Tenant’s own judgment, approvals, diligence or obligations to its investors, lenders, regulators or counterparties.

The Service may include optional features that use third-party machine-learning models to summarize or explain recorded information. The output of those features is informational only; the Service never uses it as Evidence or as an input to a Governed Decision, and it must be reviewed by a person before it is relied on.

The Service is industry-agnostic and may be used for staged investment in shipbuilding, energy, power, industrial, infrastructure, real-estate and project or private finance, among other settings. Tokenized structures are one investment structure the Service can govern. Nothing in the Terms or the Service is an offer, solicitation, recommendation or endorsement of any investment, instrument or structure.

4. Commercial stages and offerings

SK Fintech offers Euthyna through the stages and offerings described in this Section. Which of them apply to the Tenant, on what figures and for what term, is stated in the applicable Order Form. Accepting the Terms on the Request Access form does not by itself purchase any offering.

4.1 Discovery. Discovery is a conversation between the Tenant and SK Fintech to establish whether Euthyna suits the way the Tenant’s project releases capital. There is no fee, no purchase and no obligation on either Party to proceed. SK Fintech typically concludes Discovery with a written pilot proposal. The confidentiality obligations in Section 12 apply to everything exchanged in Discovery.

4.2 Qualification and provisioning. After an application, SK Fintech’s operators progress the Tenant’s case through recorded stages (received, qualifying, in commercial discussion, contract executed, ready to provision), each supported by information the Tenant provides. Provisioning creates the Workspace and invites the Tenant Administrator. SK Fintech may decline to progress or to provision a case at any stage. Provisioning of a Workspace under a Paid Pilot or a subscription takes place only after the corresponding Order Form has been executed.

4.3 Paid Pilot. A Paid Pilot is a fixed-scope, fixed-fee, fixed-length engagement on one real project, invoiced once, with hands-on setup by SK Fintech included in the fee. Unless the Order Form states otherwise, a Paid Pilot runs for ninety (90) days from the start date stated in it. A Paid Pilot does not renew and does not convert into a subscription unless the Tenant executes an Order Form for one; at its end it either becomes a subscription because the Tenant decided so, or it stops, without penalty.

4.4 Production. Production is an annual subscription for the Tenant’s Workspace with the capabilities, capacity dimensions (such as the number of projects, concurrently open governed tranches, evidence storage and environments) and support described in the Order Form. Capacity figures are agreed per Tenant. Users are not metered and the subscription is not priced per seat.

4.5 Scale. Scale is Production at a larger agreed capacity on the same Workspace, with the same records and the same renewal date. An increase in capacity during a Subscription Term is recorded as a written amendment priced on the same basis as the original subscription; the renewal date does not move.

4.6 Enterprise. Enterprise is an agreement negotiated for enterprise requirements, such as single sign-on, a dedicated environment, data residency, longer retention, a security review, defined service levels, a named contact and governance reviews, or the Tenant’s own contract paper. Enterprise terms change how and where SK Fintech runs the Service for the Tenant and what it commits to contractually. They never relax the governance the Service enforces: every capital action is still checked against the Tenant’s rules and still recorded.

4.7 Professional Services. Professional Services are custom development, integrations, migration, training and advisory, each described, scoped and priced in its own statement of work before work starts. Professional Services are separate from the subscription and are never required for the Service to run; buying them does not change the subscription’s capacity, term or renewal date. Configuring what the Service already does around the Tenant’s rules is setup, included in the applicable offering, and is not Professional Services.

4.8 Deliverables. Unless a statement of work states otherwise, SK Fintech owns deliverables of Professional Services that are generic, reusable or part of the Service, and grants the Tenant the right to use them as part of the Service under Section 15; Tenant Materials incorporated into a deliverable remain the Tenant’s.

5. Order Forms and order of precedence

The specific commercial terms that apply to the Tenant, including the offering, capacity, fees, Subscription Term, payment terms, service levels, support scope, data residency, retention and any agreed deviation from the Terms, are stated in an Order Form. An Order Form binds the Parties only when executed by both of them.

If documents conflict, the following order of precedence applies, from highest to lowest: (a) a separately negotiated and executed master services agreement or enterprise agreement; (b) an executed Order Form, for the matter it covers; (c) the version of the Terms then in force for the Tenant under Section 29; (d) the Documentation. A separately executed non-disclosure agreement is governed by Section 12.7. An Order Form may deviate from the Terms only by express reference to the provision it changes.

Terms printed on or referenced by the Tenant’s purchase orders, vendor-registration portals, invoices or similar documents have no effect, even if SK Fintech acknowledges or processes them.

6. Fees, invoicing, payment and taxes

6.1 Pricing structure. SK Fintech does not maintain a universal fixed public price list. Fees depend on the offering and on explainable commercial factors, including the scope and capacity governed (projects, concurrently open governed tranches, evidence volume, environments), the governance and approval complexity configured, enterprise requirements, support and service-level commitments, Professional Services, operating cost, contract term and risk. The fees that apply to the Tenant are those stated in the Order Form, proposal, statement of work or pricing worksheet executed by both Parties.

6.2 Invoicing. Unless the Order Form states otherwise: Paid Pilot fees are invoiced once, at the start of the pilot; Production and Scale subscriptions are invoiced annually in advance; Enterprise agreements are invoiced as negotiated; and Professional Services are invoiced as stated in the statement of work. Invoices are payable within thirty (30) days of the invoice date, in United States dollars, by the method stated on the invoice.

6.3 Taxes. Fees exclude taxes. The Tenant is responsible for all sales, use, value-added, goods-and-services, withholding and similar taxes, duties and levies arising from the Order Form, other than taxes on SK Fintech’s net income. If the Tenant is required to withhold any amount, it will gross up its payment so that SK Fintech receives the full invoiced amount.

6.4 Late payment and disputes. Overdue undisputed amounts bear interest at the lesser of one percent (1%) per month or the maximum rate permitted by law, and SK Fintech may suspend the Service under Section 21 after notice. The Tenant must raise a good-faith dispute about an invoice in writing within thirty (30) days of the invoice date, stating the reason, and must pay the undisputed portion when due; the Parties will resolve the dispute promptly and in good faith.

6.5 Renewals. No offering renews automatically. Production, Scale and Enterprise subscriptions renew only by the written agreement of both Parties; SK Fintech will propose renewal terms before the end of the Subscription Term. If no renewal is agreed, the subscription ends at the end of its term and Section 22.4 applies. There is no automatic price increase.

6.6 Credits and refunds. Fees are non-cancellable and non-refundable except (a) as expressly stated in an Order Form, (b) as required by applicable law, and (c) where SK Fintech terminates for convenience or discontinues the Service under Section 19.3 or Section 22.2, in which case SK Fintech will refund prepaid fees for the unused remainder of the Subscription Term pro rata. Service credits exist only where an Enterprise agreement defines them, and they are the sole remedy for the service-level failures they cover.

6.7 Fee changes. Fees are fixed for the Subscription Term. A change applies only from a renewal or an amendment executed by both Parties.

7. SK Fintech’s obligations

SK Fintech will:

• provide the Service to the Tenant in accordance with the Order Form and materially as described in the Documentation;
• operate the Service with commercially reasonable care, maintain the safeguards described in Section 13, keep the audit trail append-only and replayable, and keep the Tenant’s Workspace logically isolated from every other tenant;
• provide support to the extent stated in the applicable offering and Order Form (Section 20);
• use Tenant Materials only as permitted by Sections 11 and 13 and handle the Tenant’s Confidential Information in accordance with Section 12;
• honor every service-level, retention, residency, security and other commitment actually made in an executed Order Form;
• give the Tenant reasonable notice of material changes to the Service under Section 19;
• make Tenant Materials and audit records available for export as described in Sections 15 and 22.4; and
• comply with the laws applicable to its provision of the Service.

SK Fintech is not responsible for the matters that Sections 3, 11.4 and 23 place with the Tenant, and undertakes no obligation that is not stated in the Terms or in an executed Order Form.

8. Tenant’s obligations

The Tenant will:

• use the Service only lawfully, for its internal business purposes, and in accordance with the Terms, the Order Form and the Documentation;
• ensure that all Tenant Materials are accurate, complete and current to the best of its knowledge, that it holds the rights and consents needed to submit them, and that Evidence is what it is represented to be;
• protect sign-in codes, invitation links and other credentials, and notify SK Fintech promptly of any actual or suspected unauthorized access;
• administer its Authorized Users through its Tenant Administrator, keep the roster current and remove people who no longer need access;
• pay fees when due;
• comply with the laws applicable to its use of the Service and to the capital activity it governs, including securities, anti-money-laundering, sanctions, export-control, privacy and data-protection laws;
• refrain from the prohibited uses in Section 10 and the restricted acts in Sections 16 and 17;
• cooperate reasonably with SK Fintech by providing the information, decisions, access and personnel needed for onboarding, provisioning, support and Professional Services; and
• configure and keep under review the rules, approvers, verifiers, evidence requirements and policies its Workspace applies, and exercise its own judgment on every Governed Decision.

9. Authorized Users and account responsibility

The Tenant Administrator is responsible for who is invited into the Workspace. Each Authorized User must be an identified individual; accounts may not be shared, and an invitation may not be forwarded. The Tenant is responsible for every act and omission of its Authorized Users as if they were its own, including those of investors, lenders, auditors, verifiers and counterparties to whom it grants roles.

Sign-in to the Service is passwordless: one-time codes and invitation links are sent to the email address on record and are themselves credentials. The Tenant must ensure that its Authorized Users keep the mailboxes that receive them secure, and must notify SK Fintech without delay if an address is compromised or an Authorized User leaves.

The Service binds each authenticated person to a defined role in a project and enforces segregation of duties (for example, the person who submits Evidence, the person who verifies it and the person who approves a plan must be different people). The Tenant will not lend accounts or otherwise arrange for one person to act in several roles in order to circumvent that separation.

The Service’s records of which authenticated identity performed each action are conclusive between the Parties absent manifest error. The Tenant remains responsible for the roles it assigns.

10. Acceptable and prohibited use

The Tenant will not, and will not permit any Authorized User or third party to:

• use the Service to govern, facilitate or conceal activity that is unlawful, fraudulent, or in breach of sanctions, anti-money-laundering or anti-corruption laws;
• submit Evidence or other Tenant Materials that are false, forged, altered, misleading, or that infringe or misappropriate the rights of any person;
• probe, scan or test the vulnerability of the Service, or attempt to bypass or defeat any authentication, rate-limiting, tenant-isolation, entitlement, segregation-of-duties or audit mechanism;
• interfere with the integrity of the audit trail, or attempt to alter, delete, reorder or rewrite recorded events;
• introduce malicious code, or use the Service to transmit it;
• use automated means to scrape, crawl, harvest or extract data or content from the Service other than through the exports it provides;
• access the Service to monitor its availability, performance or functionality for competitive purposes, or publish or disclose benchmark or performance results without SK Fintech’s prior written consent;
• use the Service in a way that imposes an unreasonable or disproportionate load on it, or that interferes with other tenants;
• use the Service on behalf of a third party, or offer it to a third party as a bureau, hosted or managed service, except as expressly permitted in an Order Form; or
• remove, obscure or alter any proprietary notice in the Service or the Documentation.

11. Tenant Materials, Evidence and instructions

11.1 Ownership and license. As between the Parties, the Tenant owns the Tenant Materials. The Tenant grants SK Fintech a non-exclusive, worldwide, royalty-free license to host, copy, process, display, transmit and store Tenant Materials solely to provide, secure, support and improve the Service for the Tenant, to comply with law, and as the Tenant otherwise instructs in writing.

11.2 Accuracy and rights. The Tenant is responsible for the accuracy, completeness, legality and provenance of all Tenant Materials. It represents that it has obtained every right, license and consent needed for their submission and use as contemplated by the Terms, including from investors, lenders, contractors, verifiers and the individuals whose personal data they contain.

11.3 Provenance is not truth. The Service records the provenance class the submitter claims for Evidence (for example self-reported, third party, independent verifier or sensor-attested) and refuses claims that a source is not entitled to make. It verifies the integrity of stored Evidence, not the truth of its contents. Verification within the Service is the act of the Tenant’s own designated persons, not of SK Fintech.

11.4 Decisions are the Tenant’s. Facts, Evidence, verifications, approvals, exception decisions, rule configurations, instructions and representations supplied by the Tenant or its Authorized Users are the Tenant’s. SK Fintech is not responsible for them, for decisions taken in reliance on them, or for any capital action, investment, disbursement or financing that follows a Governed Decision, unless an executed Order Form expressly assigns SK Fintech responsibility for a specific function.

11.5 Retention and the audit trail. The audit trail is append-only by design. SK Fintech will not alter or delete recorded events at the Tenant’s request; where the Service provides for it, a correction is recorded as a further event. Retention periods are stated in the Order Form. Absent a stated period, SK Fintech retains Tenant Materials for the Subscription Term plus the transition period in Section 22.4, after which it may delete them subject to its legal obligations.

11.6 Usage data. SK Fintech may collect and use de-identified, aggregated data about the operation and use of the Service that cannot identify the Tenant, its projects, counterparties or any individual, in order to operate, secure, support and improve the Service.

12. Confidentiality

12.1 Definition. “Confidential Information” means all non-public information disclosed by one Party (the “Discloser”) to the other (the “Recipient”), in any form and whether before or after acceptance of the Terms, that is marked or identified as confidential or that a reasonable person would understand to be confidential from its nature and the circumstances of disclosure. Confidential Information includes, on the Tenant’s side, its capital plans, project data, counterparties, financing arrangements, Evidence and other Tenant Materials; on SK Fintech’s side, the Service’s non-public functionality, roadmap, architecture, source code, data models, policy vocabulary, workflows, non-public Documentation, security practices, pricing methodology, proposals, pricing worksheets and commercial terms; and, for both Parties, the terms of every Order Form.

12.2 Acknowledged contexts. The Parties acknowledge that Confidential Information is disclosed throughout their relationship, including during Discovery, qualification, commercial discussions, proposals and pricing, demonstrations and product walkthroughs, technical and security review, documentation exchange, implementation and provisioning, pilots, operations, support, renewal discussions and any dispute, and that all such information is protected by this Section whether or not a separate agreement was signed at the time of disclosure.

12.3 Exclusions. Confidential Information does not include information that the Recipient can show (a) is or becomes publicly available through no fault of the Recipient; (b) was rightfully known to the Recipient without restriction before disclosure; (c) was independently developed by the Recipient without use of or reference to the Discloser’s Confidential Information; or (d) was rightfully received from a third party without a duty of confidentiality.

12.4 Obligations. The Recipient will use the Discloser’s Confidential Information only for the purpose of the Parties’ relationship under the Terms; will protect it with at least the degree of care it uses for its own confidential information of similar sensitivity and no less than reasonable care; will disclose it only to its employees, contractors, professional advisers and Affiliates who need to know it for that purpose and who are bound by written obligations at least as protective as this Section; will remain responsible for their compliance; and will notify the Discloser promptly on learning of any unauthorized use or disclosure.

12.5 Compelled disclosure. The Recipient may disclose Confidential Information to the extent required by law, regulation, court order or a competent authority, provided that, where lawful and practicable, it gives the Discloser prompt notice and reasonable cooperation so that the Discloser may seek protective treatment, and discloses only what is required.

12.6 Duration; return. This Section applies during the Parties’ relationship and for five (5) years after it ends, and for trade secrets for as long as they remain trade secrets under applicable law. On the Discloser’s written request, the Recipient will return or destroy the Discloser’s Confidential Information, except that each Party may retain copies required by law or by its bona fide document-retention policy, and SK Fintech may retain the append-only audit records to the extent needed to preserve their integrity and to meet its own legal obligations, in each case under continuing confidentiality.

12.7 Relationship with a separate non-disclosure agreement. If the Parties have executed, or later execute, a separate non-disclosure or confidentiality agreement, that agreement is not replaced by this Section. For the information it covers, the separate agreement governs in case of conflict; this Section governs information the separate agreement does not cover and continues to apply after the separate agreement expires. Where no separate agreement exists, this Section is the Parties’ confidentiality agreement.

12.8 Remedies. Each Party acknowledges that a breach of this Section may cause the Discloser harm for which damages would be an inadequate remedy, and agrees that the Discloser may seek injunctive or other equitable relief in addition to any other remedy available to it.

12.9 References and credentials. Notwithstanding anything else in this Section 12, the Tenant hereby consents to and authorizes SK Fintech to use the Tenant’s name and to disclose the nature of the engagement as a reference and as part of SK Fintech’s credentials and marketing materials, including for the purpose of responding to due diligence or reference requests from prospective or existing third-party clients of SK Fintech. This Section 12.9 does not permit SK Fintech to disclose any other Confidential Information of the Tenant, including its capital plans, project data, counterparties, financing arrangements, Evidence, other Tenant Materials or the terms of any Order Form.

13. Data protection and security

13.1 Roles. The personal data within Tenant Materials is limited by design to the business-contact and role information of Authorized Users and counterparties and whatever else the Tenant chooses to submit. The Tenant determines what it submits and is responsible for having a lawful basis for it. SK Fintech processes such personal data only to provide the Service, as the Tenant’s service provider or processor, on the documented instructions contained in the Terms and the Order Form.

13.2 Safeguards. SK Fintech maintains commercially reasonable administrative, technical and physical safeguards designed to protect Tenant Materials against unauthorized access, loss and alteration, including authenticated access, logical tenant isolation, encryption in transit, content-addressed evidence storage with integrity verification on retrieval, an append-only audit trail, and access controls on its infrastructure. SK Fintech does not represent that the Service or its infrastructure holds any particular certification, attestation or regulatory approval unless an executed Order Form says so.

13.3 Sub-processors. SK Fintech uses third-party hosting, database, object-storage, identity, email-delivery and other infrastructure providers to operate the Service, under written terms that protect Tenant Materials. A current list is available to the Tenant on request and may change on notice; SK Fintech remains responsible to the Tenant for its sub-processors’ performance.

13.4 Incidents. SK Fintech will notify the Tenant without undue delay after confirming a security incident that has affected the Tenant’s Materials, will describe what it knows about the incident’s nature and effect, and will cooperate reasonably with the Tenant’s own response.

13.5 The Tenant’s security duties. The Tenant is responsible for the security of its credentials, devices and networks, for the conduct of its Authorized Users, and for what it submits. The Tenant will not submit special categories of personal data, payment-card data, or government-issued identification numbers unless an Order Form expressly provides for it.

13.6 Data location. The Service is hosted in the region stated in the Order Form or, absent a stated region, in a region SK Fintech selects, which may be outside the Tenant’s country. Data residency in a chosen country is an Enterprise option agreed in an Order Form.

13.7 Data protection laws. Each Party complies with the data protection laws applicable to it. Where a Party requires a data processing addendum by law, the Parties will execute one as an Order Form, and it takes precedence over this Section for the personal data it covers.

14. Intellectual property and copyright

14.1 Ownership. SK Fintech and its licensors own all right, title and interest, including all intellectual property rights, in and to the Service, the Documentation, the underlying software, architecture, data models, policy vocabulary, workflows, user interfaces, designs and know-how, the names Euthyna and SK Fintech and their associated wordmarks and logos (whether or not registered), and all improvements, modifications and derivative works of any of them, by whomever made. The Service and the Documentation are protected by copyright and other intellectual property laws. Copyright © SK Fintech LLC. All rights not expressly granted in the Terms are reserved.

14.2 No transfer. Nothing in the Terms transfers any ownership interest to the Tenant. The Tenant receives only the rights expressly granted in Section 15.

14.3 Feedback. If the Tenant or an Authorized User provides suggestions, ideas or other feedback about the Service, SK Fintech may use it without restriction or obligation. Tenant Materials are not feedback.

14.4 Notices. The Tenant will preserve every copyright, trademark and other proprietary notice on the Service, the Documentation and any permitted copy.

15. License and use rights granted to the Tenant

Subject to the Terms, the Order Form and payment of the applicable fees, SK Fintech grants the Tenant a limited, non-exclusive, non-transferable, non-sublicensable right, during the Subscription Term (or, for an evaluation, for its duration), to access and use the Service and the Documentation through its Authorized Users for its internal business purpose of governing its own capital plans and those of its Affiliates and projects named in the Order Form, up to the capacity stated in it.

The Tenant may grant roles in its Workspace to its investors, lenders, auditors, verifiers and counterparties to the extent the Service provides for them; such persons are Authorized Users acting for the Tenant under the Terms.

The Tenant may download its Tenant Materials and its audit records in the formats the Service provides at any time during the Subscription Term and during the transition period in Section 22.4, and may retain and use the exported copies after termination.

16. Restrictions

Except as expressly permitted by the Terms, the Tenant will not, and will not permit any Authorized User or third party to:

• copy, modify, translate, adapt or create derivative works of the Service or the Documentation, other than exports of its own Tenant Materials;
• sell, resell, rent, lease, lend, sublicense, distribute, host, time-share, or otherwise make the Service or the Documentation available to any third party;
• reverse engineer, decompile, disassemble or otherwise attempt to derive the source code, algorithms, data models, policy vocabulary or non-public functionality of the Service, except to the extent that applicable law expressly permits it despite this restriction, and then only after giving SK Fintech written notice and a reasonable opportunity to provide the information sought;
• access or use the Service or the Documentation in order to build a competing product or service, or copy their features, functions, user interface or Documentation for that purpose, as further described in Section 17;
• scrape, crawl, harvest or extract data or content from the Service other than through the exports it provides;
• circumvent or disable capacity limits, entitlement checks, authentication, rate limits, tenant isolation, segregation-of-duties controls or audit mechanisms;
• frame, mirror or embed the Service other than as the Documentation describes;
• use the Service in breach of Section 10;
• remove, obscure or alter proprietary notices; or
• disclose to any third party the results of any security testing or benchmarking of the Service without SK Fintech’s prior written consent.

17. Protection of proprietary knowledge and competitive development

17.1 Acknowledgement. The Tenant acknowledges that the Service’s non-public functionality, architecture, workflows, policy vocabulary, source code, data models, non-public Documentation, pricing methodology, proposals and SK Fintech’s internal operational knowledge are SK Fintech’s Confidential Information and trade secrets, developed at significant expense, and that access to the Service and to that information is granted in reliance on this Section.

17.2 Restriction. During the Parties’ relationship and for two (2) years after it ends, the Tenant will not, and will ensure that its Affiliates and Authorized Users do not, use any of SK Fintech’s Confidential Information, or any knowledge of the Service’s non-public functionality obtained through access to it, to develop, or to assist any third party in developing, a product or service that replicates or is substantially similar to Euthyna’s capital-governance functionality, or to train, fine-tune or evaluate a machine-learning model for that purpose.

17.3 What this Section does not do. This Section is not a covenant not to compete and does not prohibit lawful competition. It does not restrict the Tenant from developing, procuring or using products or services based on publicly available information or on information the Tenant developed independently without use of SK Fintech’s Confidential Information; from using the general skills, knowledge and experience of its personnel; from competing with SK Fintech by any means other than those restricted in Section 17.2; or from exercising any right that applicable law grants notwithstanding a contractual restriction, including non-waivable rights relating to interoperability.

17.4 Remedies. Section 12.8 applies to a breach of this Section.

18. Third-party services and dependencies

The Service runs on third-party infrastructure, including hosting, database, object storage, identity, email delivery and, where enabled, machine-learning model providers. Their availability affects the Service. SK Fintech selects and manages them with reasonable care and remains responsible to the Tenant for the Service to the extent of the commitments it has made, but is not liable for failures of third-party infrastructure that are beyond its reasonable control, subject to Section 32.

The Tenant may connect external systems, such as treasury, enterprise-resource-planning, token-issuance or payment platforms, that consume Governed Decisions. Those systems, and any action they take or omit in response to a Governed Decision, are the Tenant’s responsibility. The Service’s outputs are eligibility records; any interface to them is used at the Tenant’s risk unless an executed Order Form states otherwise.

Third-party products that the Tenant chooses to integrate with or use alongside the Service are governed by their own terms, and SK Fintech is not a party to them.

19. Service availability, maintenance and modifications

19.1 Availability. SK Fintech aims to keep the Service available continuously but does not guarantee uninterrupted or error-free operation. Commitments about availability, response times or recovery exist only where an Enterprise Order Form defines them.

19.2 Maintenance. SK Fintech may perform maintenance and deploy updates to the Service. It will use reasonable efforts to schedule planned maintenance that requires downtime outside the Tenant’s principal business hours and to give advance notice of it.

19.3 Modifications and discontinuation. SK Fintech may modify the Service, including by adding, changing or removing features, provided that it does not materially reduce the core capital-governance functionality purchased for the remainder of the Subscription Term. No update alters audit records already written. If SK Fintech discontinues the Service or a material feature that the Tenant has purchased, it will give at least ninety (90) days’ written notice where practicable, and Section 6.6(c) applies.

19.4 Pre-release features. SK Fintech may offer pre-release, beta or preview features, identified as such. They are provided “as is”, may be changed or withdrawn at any time, and are excluded from any warranty or service-level commitment.

20. Support and maintenance responsibilities

SK Fintech provides support as described in the applicable offering and the Order Form: for a Paid Pilot, hands-on setup and direct contact with the SK Fintech team; for Production and Scale, standard support with product updates included at no extra cost; for Enterprise, the response times, named contact and governance reviews written into the agreement. Unless an Enterprise Order Form states them, response times are not guaranteed.

Support covers the Service itself: access, functionality, defects and questions about the Documentation. It does not include configuring the Tenant’s rules on its behalf beyond the setup included in the offering, Professional Services, advice on the merits of any Governed Decision, or support for third-party systems.

The Tenant will provide first-line support to its own Authorized Users, will designate a technical contact, and will give SK Fintech the information reasonably needed to reproduce and diagnose an issue.

21. Suspension

SK Fintech may suspend the Tenant’s access, or an Authorized User’s access, in whole or in part, where reasonably necessary: (a) to prevent or respond to a security incident or a credible threat to the Service, to other tenants or to the audit trail; (b) where use of the Service materially breaches Section 10, 16 or 17; (c) where undisputed fees remain unpaid fifteen (15) days after written notice of non-payment; or (d) where required by law or by a competent authority. SK Fintech will give notice before a suspension where practicable and otherwise promptly after it, will limit the suspension to what is necessary, and will restore access once the ground for suspension has been cured.

A suspension does not delete Tenant Materials or audit records, is recorded, and does not relieve the Tenant of fees for the affected period unless the suspension was caused by SK Fintech’s breach. Where safe, a suspended Workspace remains available to the Tenant for export.

22. Term and termination

22.1 Term. The Terms apply from acceptance and continue until every Order Form has expired or been terminated and the Tenant no longer has access to the Service, subject to the survival of the provisions listed in Section 22.5.

22.2 Termination for convenience. Before an Order Form is executed, SK Fintech may close, decline or withdraw an application at any time, and the Tenant may withdraw it at any time. A Party may terminate an Order Form for convenience only where the Order Form so provides, except that SK Fintech may terminate an Order Form for convenience on ninety (90) days’ written notice, in which case Section 6.6(c) applies.

22.3 Termination for cause. Either Party may terminate the Terms or an Order Form on written notice if the other Party materially breaches them and fails to cure the breach within thirty (30) days of notice describing it (ten (10) days for non-payment), becomes insolvent, makes an assignment for the benefit of creditors, or ceases to carry on business. SK Fintech may terminate immediately on notice for a breach of Section 10, 16 or 17 that is not capable of cure.

22.4 Effect of termination; export and transition. On expiry or termination, the Tenant’s right to use the Service ends, but the Tenant may export its Tenant Materials and audit records in the formats the Service provides during the transition period stated in the Order Form and, if none is stated, for thirty (30) days after the effective date of expiry or termination. SK Fintech charges no exit fee and withholds nothing the Tenant is entitled to export, provided undisputed fees have been paid. After the transition period SK Fintech may delete Tenant Materials, subject to Section 11.5 and to its legal retention obligations. Fees accrued before termination remain payable.

22.5 Survival. Sections 6 (for fees accrued), 11.4, 11.5, 12, 13.1, 14, 16, 17, 22.4, 22.5, 23, 24, 25, 27, 28, 30 and 33, and every other provision that by its nature should survive, survive expiry or termination.

23. Warranties and disclaimers

23.1 Mutual warranties. Each Party warrants that it has the authority to enter into and perform the Terms and each Order Form, and that its performance will comply with the laws applicable to it.

23.2 Service warranty. SK Fintech warrants that, during the Subscription Term, the Service will perform materially in accordance with the Documentation and that SK Fintech will not materially decrease its core capital-governance functionality. As the Tenant’s exclusive remedy for a breach of this warranty, SK Fintech will use commercially reasonable efforts to correct the non-conformity; if it cannot do so within a reasonable period, the Tenant may terminate the affected Order Form and receive a pro-rata refund of prepaid fees for the remainder of its Subscription Term.

23.3 Disclaimer. Except as expressly stated in the Terms or an Order Form, the Service, the Documentation and any Professional Services are provided “as is” and “as available”, and SK Fintech disclaims all other warranties, whether express, implied or statutory, including any implied warranty of merchantability, fitness for a particular purpose, title or non-infringement, and any warranty arising from course of dealing or usage of trade. SK Fintech does not warrant that the Service will be uninterrupted, timely, error-free or secure against every threat; that any Evidence is genuine; that any Governed Decision reflects the true state of a project or the performance of a counterparty; or that use of the Service satisfies any law, regulation, listing rule, fund document, financing agreement or other obligation applicable to the Tenant. Those matters remain the Tenant’s responsibility. No advice or information obtained from SK Fintech creates a warranty not expressly stated in the Terms.

23.4 No regulatory status. SK Fintech is a software provider. It makes no representation that it holds any license, registration, certification or regulatory approval, and none should be inferred from the Service, the Documentation or any marketing material, unless an executed Order Form expressly states it.

24. Limitation of liability

24.1 Exclusion of certain damages. To the maximum extent permitted by law, neither Party will be liable to the other for any indirect, incidental, special, consequential, exemplary or punitive damages; for loss of profits, revenue, business, goodwill or anticipated savings; for loss or corruption of data (other than SK Fintech’s obligation to make Tenant Materials exportable under Section 22.4); for the cost of procuring substitute services; or for any loss arising from a capital action, investment, disbursement, financing decision or transaction made or not made in connection with a Governed Decision, in each case however caused, under any theory of liability, and even if the Party was advised of the possibility of such damages.

24.2 Cap. To the maximum extent permitted by law, each Party’s total aggregate liability arising out of or relating to the Terms and all Order Forms, under any theory of liability, will not exceed the fees paid and payable by the Tenant to SK Fintech under the Order Form giving rise to the claim in the twelve (12) months immediately preceding the event first giving rise to liability. Where no fees have been paid or are payable, for example during Discovery, an evaluation or the application stage, that limit is one thousand United States dollars (US$1,000).

24.3 Exceptions. Sections 24.1 and 24.2 do not apply to (a) a Party’s breach of Section 12 or Section 17; (b) a Party’s indemnification obligations under Section 25; (c) the Tenant’s obligation to pay fees; (d) a Party’s infringement or misappropriation of the other Party’s intellectual property rights; (e) a Party’s gross negligence, fraud or willful misconduct; or (f) any liability that cannot be limited or excluded by applicable law.

24.4 Basis of the bargain. The Parties agree that the limitations in this Section reflect a deliberate allocation of risk, are an essential basis of the bargain between them, and apply even if a limited remedy fails of its essential purpose.

25. Indemnification

25.1 By SK Fintech. SK Fintech will defend the Tenant against any claim brought by a third party alleging that the Service, as provided by SK Fintech and used by the Tenant in accordance with the Terms, infringes a United States patent, copyright or trademark or misappropriates a trade secret, and will pay the damages and costs finally awarded against the Tenant by a court of competent jurisdiction, or agreed by SK Fintech in settlement, in respect of that claim. SK Fintech has no obligation for a claim arising from Tenant Materials; from the combination of the Service with items not supplied by SK Fintech; from modifications not made by SK Fintech; from use after SK Fintech has notified the Tenant to stop; or from use in breach of the Terms. If the Service is, or in SK Fintech’s opinion is likely to be, the subject of such a claim, SK Fintech may at its option procure the right for the Tenant to continue using it, modify or replace it so that it is non-infringing while functionally equivalent in all material respects, or terminate the affected Order Form and refund prepaid fees for the unused remainder of the Subscription Term. This Section states SK Fintech’s entire liability, and the Tenant’s exclusive remedy, for infringement or misappropriation claims.

25.2 By the Tenant. The Tenant will defend SK Fintech, its Affiliates and their officers, directors, employees and contractors against any claim brought by a third party arising from or relating to Tenant Materials (including Evidence and personal data); the use of the Service by the Tenant or its Authorized Users in breach of the Terms or applicable law; the capital activity, instruments, offerings or transactions that the Tenant governs with the Service; or any dispute between the Tenant and its investors, lenders, contractors, verifiers, counterparties or regulators concerning a Governed Decision or the facts supplied for it, and will pay the damages and costs finally awarded, or agreed by the Tenant in settlement, in respect of that claim.

25.3 Procedure. The indemnified Party will give the indemnifying Party prompt written notice of the claim (a delay excuses the indemnifying Party only to the extent it is prejudiced), sole control of the defense and settlement of the claim (provided that no settlement may impose an obligation on, or an admission of fault by, the indemnified Party without its written consent, not to be unreasonably withheld), and reasonable cooperation at the indemnifying Party’s expense. The indemnified Party may participate in the defense with counsel of its own choosing at its own expense.

26. Compliance with law, sanctions, export controls and anti-corruption

Each Party will comply with the laws applicable to its performance under the Terms. The Tenant represents that neither it, nor any of its owners, Affiliates or Authorized Users, is a person with whom dealings are prohibited or restricted under the sanctions laws of the United States or of any other jurisdiction applicable to either Party, and that it will not use the Service in, or for the benefit of, a sanctioned country, person or activity.

The Service and the Documentation are subject to the export-control laws of the United States and may be subject to those of other jurisdictions. The Tenant will not export, re-export or provide access to the Service or the Documentation in violation of those laws.

Each Party will comply with the anti-bribery and anti-corruption laws applicable to it, including the United States Foreign Corrupt Practices Act, and will not offer, give or receive any improper payment or advantage in connection with the Terms.

The Tenant is responsible for determining whether the capital activity it governs with the Service requires any license, registration, filing or approval, and for obtaining and maintaining it. The Service is software; it is not a regulatory clearance, and its use does not discharge any regulatory obligation of the Tenant.

27. Governing law, venue and dispute resolution

27.1 Governing law. The Terms, every Order Form and any dispute arising out of or relating to them are governed by the laws of the Commonwealth of Virginia, United States of America, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply, and the Uniform Computer Information Transactions Act, as enacted in the Commonwealth of Virginia, does not apply to the extent it may be excluded.

27.2 Venue. Each Party irrevocably submits to the exclusive jurisdiction of the state and federal courts located in the Commonwealth of Virginia for any action arising out of or relating to the Terms or an Order Form, and waives any objection to venue or any claim of inconvenient forum, except that either Party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

27.3 Escalation first. Before starting proceedings other than for injunctive relief or to preserve a right that would otherwise be lost, a Party will give the other written notice of the dispute, and senior representatives of both Parties will meet, in person or remotely, within thirty (30) days of the notice to attempt a resolution in good faith.

27.4 Jury waiver; fees. To the extent permitted by law, each Party waives its right to a trial by jury in any action arising out of or relating to the Terms. In any action to enforce the Terms, the prevailing Party may recover its reasonable attorneys’ fees and costs to the extent permitted by law.

28. Electronic communications and electronic acceptance

28.1 Electronic communications. The Tenant consents to receive notices, disclosures, agreements, invoices and other communications from SK Fintech electronically, by email to the addresses on record and through the Service, and agrees that such communications satisfy any legal requirement that they be in writing. The Tenant will keep its addresses current.

28.2 Electronic acceptance and signature. The Terms and any Order Form may be accepted electronically, including by ticking an acknowledgement box, typing a name, clicking a button or applying an electronic signature. Such acceptance constitutes a valid electronic signature under the United States Electronic Signatures in Global and National Commerce Act and the Virginia Uniform Electronic Transactions Act, and has the same legal effect as a handwritten signature. Neither Party will contest the validity or enforceability of the Terms or an Order Form solely on the ground that it was accepted or signed electronically.

28.3 Record of acceptance. SK Fintech records each acceptance of the Terms in an append-only record that identifies the version and cryptographic hash of the text accepted, its effective date, the acknowledgement sentence affirmed, the Signer’s full legal name as entered, the server time of acceptance, the authenticated identity where one was available, and network metadata of the request. The Parties agree that this record is evidence of acceptance, may be produced in electronic or printed form, and is admissible to the same extent as a signed paper document. The Tenant may request a copy of its acceptance record and of any version of the Terms it accepted.

28.4 Withdrawal of consent. The Tenant may withdraw its consent to electronic communications by written notice, in which case SK Fintech may terminate any offering that cannot reasonably be administered without them.

29. Version, effective date, amendments and re-acceptance

29.1 Versions. Each version of the Terms carries a version number and an effective date in its title. This is Version 1.1, effective 27 September 2026. SK Fintech preserves every published version and never alters a published version; the version the Tenant accepted remains the record of what it accepted.

29.2 New versions. SK Fintech may publish a new version of the Terms. A new version applies to the Tenant (a) on the Tenant’s affirmative acceptance of it; (b) on execution of an Order Form that references it; or (c) for a subscription already in progress, from the next renewal, except that a change required by law, or a change that does not materially reduce the Tenant’s rights or increase its obligations, applies thirty (30) days after SK Fintech gives notice of it. Where a change is material, SK Fintech will require affirmative re-acceptance where its policy or applicable law so requires, and may condition continued access on re-acceptance after the notice period. Until a new version applies to the Tenant, the version it last accepted continues to govern.

29.3 Amendments. No other amendment or waiver of the Terms or an Order Form binds a Party unless it is in writing, refers to the provision it changes, and is executed by both Parties. No course of dealing or performance amends the Terms.

30. Notices

Legal notices to SK Fintech must be sent by email to legal@skfintech.com, with a copy to contact@skfintech.com, or to any postal address SK Fintech designates for notices in writing. Legal notices to the Tenant will be sent to the email address of its Tenant Administrator or to the address stated in the Order Form.

A notice is effective when sent by email without a delivery failure being returned, or when delivered by courier with confirmation of delivery. Routine communications through the Service, and operational emails, are not legal notices unless the Terms say so.

31. Assignment

Neither Party may assign or transfer the Terms or an Order Form, in whole or in part, without the other Party’s prior written consent, which will not be unreasonably withheld, except that (a) SK Fintech may assign them to an Affiliate or to a successor in a merger, acquisition, reorganization or sale of all or substantially all of the assets relating to the Service, on notice to the Tenant; and (b) the Tenant may assign them to a successor to all or substantially all of its business, on notice to SK Fintech, provided that the successor assumes the Tenant’s obligations in writing, is not a competitor of SK Fintech, and is not a person described in Section 26. Any other purported assignment is void. The Terms bind and benefit the Parties and their permitted successors and assigns.

32. Force majeure

Neither Party is liable for any failure or delay in performance, other than a payment obligation, to the extent caused by events beyond its reasonable control, including acts of God, flood, fire, earthquake, epidemic, war, terrorism, civil unrest, governmental action, embargo, labor disputes not involving the Party’s own workforce, failure or degradation of the internet or of third-party infrastructure not within the Party’s reasonable control, and denial-of-service or similar attacks. The affected Party will notify the other promptly, will use reasonable efforts to mitigate the effect and resume performance, and will be excused for the duration of the event. If a force majeure event prevents performance of an Order Form for more than sixty (60) consecutive days, the other Party may terminate the affected Order Form on written notice and receive a pro-rata refund of prepaid fees for the unused remainder of its Subscription Term.

33. General provisions

33.1 Entire agreement. The Terms, together with every executed Order Form and any separate agreement referred to in Section 5 or Section 12.7, are the entire agreement between the Parties about their subject matter and supersede all prior and contemporaneous proposals, representations, understandings and agreements, written or oral, about it. Each Party confirms that it has not relied on any representation not set out in them.

33.2 Severability. If any provision of the Terms is held invalid or unenforceable, it will be enforced to the maximum extent permissible and modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force.

33.3 Waiver. A Party’s failure or delay in exercising a right under the Terms is not a waiver of that right, and a waiver of one breach is not a waiver of any other. A waiver is effective only if in writing and signed by the waiving Party.

33.4 Relationship. The Parties are independent contractors. Nothing in the Terms creates a partnership, joint venture, agency, franchise, fiduciary or employment relationship between them, and neither Party may bind the other.

33.5 No third-party beneficiaries. Except for the indemnified persons named in Section 25, there are no third-party beneficiaries of the Terms.

33.6 Publicity. Neither Party will use the other Party’s name or marks in publicity without the other’s prior written consent, except that SK Fintech may identify the Tenant as a customer where an Order Form records the Tenant’s consent to it.

33.7 Interpretation. Headings are for convenience only. “Including” means “including without limitation”. References to a Section are to a Section of the Terms. The Terms are written in English, and the English text governs any translation.

33.8 Counterparts and electronic records. An Order Form may be executed in counterparts, each of which is an original, and electronic copies and electronic signatures are effective as originals.

33.9 Costs. Except as expressly stated, each Party bears its own costs in connection with the Terms.

34. Contact

SK Fintech LLC, Commonwealth of Virginia, United States of America. Legal notices: legal@skfintech.com. General enquiries: contact@skfintech.com. The Tenant may request the record of its acceptance, and a copy of any version of the Terms it accepted, at either address.