Business Terms and Conditions

AX Coin Bahrain BSC (C)

These Terms (the "Terms") govern the relationship between AX Coin Bahrain BSC (C) ("AX Coin") and any business client, distributor, or counterparty ("Client") using AX Coin's services in connection with the AX Coin stablecoin (the "Stablecoin"). By onboarding, applying for the Stablecoin, or using the Services, the Client agrees to be bound by these Terms and any product-specific agreement.

AX Coin Bahrain B.S.C Closed is licensed by the Central Bank of Bahrain as a Stablecoin Issuer. References to the "CBB" mean the Central Bank of Bahrain.

1. Definitions

"Applicable Law" means the laws, regulations, and regulatory directives of the Kingdom of Bahrain applicable to AX Coin, the Client and the Services.

"Commercial Schedule" means the schedule agreed with the Client setting out minimum balances, fees, and payment terms.

"KYC/KYB" means know-your-customer and know-your-business due diligence under Applicable Law.

"Reserves" means the fiat currency reserves backing the Stablecoin on a 1:1 basis.

"Services" means the issuance, redemption, distribution, and related services provided by AX Coin.

2. Services

2.1 AX Coin provides, subject to Applicable Law and the Commercial Schedule: issuance of the Stablecoin against cleared funds on a 1:1 basis; redemption for the applicable fiat currency on a 1:1 basis; distribution arrangements for qualified distributors; and related operational, reporting, and settlement services.

2.2 The Services are for eligible business clients only, not retail clients, except where permitted under Applicable Law and AX Coin's CBB license.

3. Onboarding and Eligibility

3.1 AX Coin will conduct KYC/KYB on the Client and its beneficial owners and directors, and may refuse or terminate the relationship at its discretion.

3.2 The Client warrants that it is duly incorporated and in good standing, that the information it provides is true and complete, that it is not a sanctioned person, and that its funds are lawful. The Client will notify AX Coin promptly of any material change to this information.

4. Issuance and Redemption

4.1 Stablecoin is minted only after cleared funds are received from a verified source, and redeemed on a valid request from a verified wallet, subject to sanctions and fraud screening and any minimum size in the Commercial Schedule.

4.2 AX Coin may delay, refuse, or suspend issuance or redemption where it reasonably believes a transaction would breach Applicable Law or its license, is linked to financial crime, or in the event of operational disruption, regulatory instruction, a cybersecurity incident, or force majeure.

5. Reserves and Custody

5.1 AX Coin holds Reserves backing the Stablecoin on a 1:1 basis with regulated banking partners and/or in permitted high-quality liquid instruments, segregated from its own operating funds.

5.2 AX Coin publishes periodic independent attestations of the Reserves in line with CBB requirements.

6. Fees

Fees are set out in the Commercial Schedule of agreements signed with counterparties. All payments are made in the currency specified there, in cleared funds, free of set-off, and without deduction except as required by Applicable Law (in which case the Client grosses up).

7. Compliance, AML/CFT, and Sanctions

7.1 The Client shall comply with Applicable Law, including AML/CFT, sanctions, anti-bribery, tax, and data protection requirements, and shall not use the Services for any unlawful purpose, financial crime, sanctions evasion, or market manipulation.

7.2 AX Coin conducts ongoing monitoring, may request further information at any time, and may freeze, block, or reverse transactions, suspend accounts, or report activity to the CBB and other authorities where required.

8. Client Obligations

The Client shall safeguard its wallet credentials and private keys and report any compromise; use only approved wallets and endpoints; keep its contact and settlement details current; cooperate with AX Coin's compliance and operational requirements; and not tamper with or circumvent any AX Coin system or smart contract.

9. Risk Disclosures

The Client acknowledges that peg stability is not guaranteed in all conditions; that blockchain networks and smart contracts carry technical risk; that regulatory changes may require modification or suspension of the Services; and that the Client is responsible for its own tax treatment.

10. Confidentiality and Data Protection

Each party shall keep the other's non-public information confidential and use it only to perform these Terms, surviving termination for three (3) years. AX Coin processes personal data under Applicable Law and its Privacy Notice; the Client warrants it has a lawful basis for any personal data it provides.

11. Intellectual Property

All intellectual property in the AX Coin brand, the Stablecoin, and the Services remains with AX Coin or its licensors. The Client may use AX Coin marketing materials only as authorised in writing.

12. Limitation of Liability

Neither party is liable for indirect or consequential loss, including lost profits or goodwill. AX Coin's aggregate liability in any twelve-month period is capped at the total fees paid by the Client in that period. These limits do not apply to fraud, wilful misconduct, or liability that cannot be excluded under Applicable Law.

13. Force Majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control, including war, cyberattacks, banking or market disruption, regulatory action, or third-party infrastructure failure. The affected party will resume performance as soon as practicable.

14. Term and Termination

14.1 These Terms run from the Client's acceptance until terminated. Either party may terminate on sixty (60) days' notice.

14.2 AX Coin may terminate immediately on uncured material breach, insolvency, sanctions or adverse regulatory action, or if continued service would breach Applicable Law or the Client's risk profile is no longer acceptable.

14.3 On termination, outstanding Stablecoin balances are redeemed in an orderly manner, and clauses that by their nature survive (including Confidentiality, Liability, and Governing Law) continue.

15. Amendments

AX Coin may amend these Terms on not less than thirty (30) days' notice, or a shorter period where required by Applicable Law. Continued use after the effective date is acceptance; otherwise the Client's sole remedy is to terminate before the amendment takes effect.

16. General

Notices are given in writing by email and courier to each party's registered address. The Client may not assign these Terms without AX Coin's consent; AX Coin may assign to a member of the AlloyX Group or a successor entity on notice. These Terms, with the Commercial Schedule and any product agreement, are the entire agreement; if any provision is unenforceable, the rest remains in force.

17. Governing Law and Disputes

These Terms are governed by the laws of the Kingdom of Bahrain. Any dispute is finally resolved by arbitration under the Bahrain Chamber for Dispute Resolution (BCDR) rules, seated in Manama, before a sole arbitrator, in English.

18. Contact

Queries: AX Coin Bahrain BSC (C), legal@axcoin.com