Terms of Service

1.1. The wisiex.com website ("Site") is provided by WCODE SOLUTIONS, LDA, a private limited company incorporated under Portuguese law, with registered office at Av. do Atlântico, no. 16, Office 2.01, 1990-019 Lisbon, Portugal, registered under number 518656284 and legal person identification number 518656284, trading under the Wisiex brand ("Wisiex").

1.2. Wisiex may be contacted at [email protected], by telephone on +351 21 781 6010 or at the address above. Operational contacts for contracted services appear in the relevant contract.

2.1. These Terms govern use of the Site and set general conditions for Wisiex technology services where expressly incorporated into a client contract.

2.2. "User" means anyone accessing the Site or using a Wisiex function. "Client" means a legal person or professional contracting services for business purposes. "Authorised User" means an individual authorised by the Client to use services on its behalf.

2.3. Browsing the Site and submitting contact requests are free. Neither action forms a service contract or gives consent to commercial communications or optional technologies.

2.4. Service conditions bind the Client after adequate advance communication and acceptance by an authorised representative. Wisiex supplies documents in a retainable and reproducible format, gives necessary explanations and keeps the accepted version.

2.5. Expressly agreed specific terms prevail over these Terms. Data processing, security, service-level and regulatory schedules prevail for matters they specifically regulate, subject to mandatory law. The Privacy Policy is informational and does not replace those agreements.

2.6. Services under these Terms are intended for business and professional clients. Any consumer offering requires specific conditions, without prejudice to mandatory rights where a person qualifies as a consumer.

3.1. Services consist of software and technology infrastructure for institutional operations. As contracted, they may include integrations with payment systems and banking services, operational records, digital-asset wallet tools, tokenisation, reconciliation, approval workflows, access control and monitoring.

3.2. These Terms cover technology supply. They do not cover account opening, deposit taking, electronic-money issuance or the provision by Wisiex of regulated payment, investment or crypto-asset services. The contract identifies authorised providers responsible for operations requiring them.

3.3. Under the non-custodial model, Wisiex does not receive or hold Client or end-client funds or assets and does not control private keys used to move them. Custody and control remain with the Client or its provider under the agreed architecture.

3.4. Before production, the contract identifies participants, actual functions, key and permission management, instruction flows and the provider responsible for each regulated service. Material architecture changes require prior assessment and contractual documentation.

3.5. Any function involving regulated activity depends on verification of legal requirements, necessary authorisations and specific contractual conditions before release.

4.1. Service provision requires a contract or accepted proposal identifying at least the parties, subject, modules, environments, prices, duration and termination conditions.

4.2. Implementation, integration, technical acceptance, production launch, maintenance and support follow the agreed plan and schedules. A demonstration or proof of concept does not authorise production use.

4.3. Site descriptions and indicators must match stated usage conditions. Availability, performance and support commitments are those in the contract and service-level agreement. Actual pre-contractual commitments remain binding.

4.4. Unless expressly agreed with safeguards in place, demonstration and test environments may use only fictional or effectively anonymised data, with no real funds, private keys or production credentials.

5.1. The Client defines Authorised Users, assigns permissions proportionate to their roles and reports necessary changes. Administration and security contacts must remain current.

5.2. Credentials are individual except for expressly agreed technical integrations. They may not be disclosed or used beyond granted permissions. The Client and Authorised Users must use contracted authentication and protection measures and report suspected unauthorised access without undue delay.

5.3. Wisiex provides the access controls assigned to it. The parties cooperate on disputed access and preservation of relevant logs. Responsibility is determined from each party's duties and available evidence.

6.1. Users and Clients must use the Site and services lawfully, within granted permissions and without harming security, integrity or third-party rights.

6.2. Users must not access systems or data without authority, bypass authentication or approvals, introduce malicious code, conduct unauthorised intrusive tests, deliberately overload systems or use services for fraud, money laundering, terrorist financing or breach of applicable sanctions.

6.3. Software may not be reproduced, commercialised, sublicensed or made available outside the contracted scope. Restrictions on observation, study, testing, decompilation or interoperability apply only to the extent permitted by law.

6.4. The Client must hold necessary rights, authorisations and legal bases for data and instructions it supplies, without affecting Wisiex's own obligations.

7.1. Functions may depend on payment providers, financial institutions, custodians, blockchain networks, information vendors or other third parties. The contract identifies material dependencies and the party responsible for contracting and managing them.

7.2. Where the Client contracts a third party directly, that party's previously supplied terms govern their relationship. A Site reference does not create agency, partnership or regulatory authorisation.

7.3. Wisiex is responsible for selecting and managing suppliers and integrations assigned to it under law and contract. Services directly contracted by the Client follow their own contracts, while Wisiex remains bound by integration and assistance commitments it accepted.

7.4. Wisiex subcontracting requires legally and contractually required authorisations. Sub-processing requires prior specific or general written authorisation. Under general authorisation, Wisiex gives advance notice of additions or replacements and permits objection. Equivalent data protection duties apply down the chain and Wisiex remains responsible for subsequent processors' compliance.

8.1. The Client defines authorised instruction-givers, limits and approval flows under the architecture. Wisiex correctly performs its technology functions without replacing Client or regulated-provider decisions.

8.2. Verification, monitoring and risk-classification tools support Client controls. Agreed procedures cover result validation, required human review, discrepancies, false positives and exceptions. An alert is not proof of wrongdoing.

8.3. Third-party networks may have their own confirmation, finality, cost and reversibility rules. These must be explained before relevant use. Wisiex gives the assistance within its responsibility but does not promise reversal outside its control.

8.4. Site content and purely technical platform results are not individual investment recommendations, tax advice or legal opinions.

9.1. Client data supply gives Wisiex no rights beyond those strictly needed for services, legal compliance and other validly agreed purposes. Data-subject rights remain fully protected.

9.2. When processing personal data for the Client, Wisiex is a processor under Regulation (EU) 2016/679 (GDPR). Before processing, the parties enter an Article 28 agreement covering subject, duration, nature, purposes, data and subject categories, instructions, security and duties concerning confidentiality, assistance, audit, sub-processing, transfer, return and deletion.

9.3. Client data is used under documented instructions. Own advertising, database commercialisation, profiling or AI model training requires specific agreement, a legal basis, transparency and all other applicable conditions.

9.4. Wisiex's own-purpose processing appears in the Privacy Policy or a specific notice. Joint determination of essential purposes and means requires an Article 26 GDPR allocation of responsibilities.

10.1. Each party protects the other's non-public information accessed through services, including operational data, trade secrets, security documentation and client information. It may be used only for the contractual relationship or another lawfully agreed purpose.

10.2. Access is limited to people and providers who need it and have suitable confidentiality duties. This excludes information proven public without breach, legitimately known or obtained from a third party, or independently developed.

10.3. Legally required authority disclosures are limited to what is necessary. The affected party is notified first where permitted. Duties survive termination while information remains confidential, subject to stricter legal or agreed periods.

11.1. Rights in the Site, software, documentation and Wisiex materials belong to Wisiex or its licensors. Making them available does not transfer ownership.

11.2. During the contracted period, the Client receives a non-exclusive licence within agreed scope, environments, entities and permissions. Group-company or white-label use requires contractual provision.

11.3. Rights in specific developments, pre-existing components and project outputs are defined in the contract. Third-party and open-source licences continue to apply.

11.4. Use of the Client's name, trademark or logo as a commercial reference requires prior authorisation except where legally permitted.

12.1. Wisiex adopts technical and organisational measures appropriate to service risk and nature. Applicable schedules allocate infrastructure, configuration, authentication, backup, recovery and continuity responsibilities.

12.2. The service-level agreement sets availability targets, support hours, incident classes, response times, maintenance windows and remedies. Wisiex uses required professional care and meets those commitments.

12.3. Planned interruptions are notified with contracted notice. Urgent security measures may be immediate where necessary, with prompt communication and impact mitigation.

12.4. Each party reports and manages incidents under applicable legal and contractual timelines. As processor, Wisiex reports personal data breaches to the Client without undue delay and assists it.

13.1. Prices, currency, taxes, expenses, invoicing and payment periods appear in the proposal or contract. Third-party charges and variable costs must be identified or objectively determinable before acceptance.

13.2. Browsing and information requests incur no fee. A demonstration does not automatically become paid without express acceptance.

13.3. In-term price changes require an expressly agreed lawful mechanism. Publishing new Site prices does not itself change existing contracts.

14.1. Each party meets its regulatory obligations. Wisiex provides information about services needed for the Client's contracting-risk assessment and supervisory duties.

14.2. For services under Regulation (EU) 2022/2554 (DORA), a pre-service schedule identifies functions, services, criticality, service and processing locations, approved subcontractors, service levels, notification periods and exit plan. Documents remain available on a durable accessible medium.

14.3. For DORA services, Wisiex ensures data availability, authenticity, integrity and confidentiality, gives advance notice of location changes and enables access, recovery and return of personal and non-personal data in an accessible format, including on insolvency, resolution, discontinuation or termination.

14.4. Wisiex fully cooperates with competent and resolution authorities and their designees. ICT-incident assistance has no added charge except a cost set in advance. Awareness and training participation conditions appear in the DORA schedule.

14.5. For critical or important functions, Wisiex meets quantitative and qualitative targets, reports materially impactful developments, executes and tests contingency plans, corrects failures without undue delay, and participates in threat-led penetration testing required of the Client under DORA Articles 26 and 27.

14.6. The Client, designees and authorities have DORA Article 30 access, inspection, audit and document-copying rights. Wisiex cooperates. The schedule defines scope, process and frequency without limiting rights. Alternative protections for other clients require agreement and effective supervision.

14.7. Subcontracting support for critical or important functions or material parts follows Delegated Regulation (EU) 2025/532. Wisiex identifies and monitors relevant subcontractors, flows down duties and gives enough advance notice of material changes. The schedule sets notice, objection, termination and implementation. A disputed change waits for process completion.

14.8. The Client may terminate in DORA Article 28(7) cases, including material breach, function-compromising changes, proven security weaknesses or ineffective supervision. The schedule sets notice and adequate transition. Wisiex maintains migration or insourcing services during transition, coordinated with Annex I where applicable.

15.1. Wisiex may suspend only access or functions strictly necessary where there is a concrete material security risk, unlawful use, binding authority order or contractual breach permitting suspension.

15.2. Except for urgency or legal restriction, Wisiex first gives reasons and a reasonable cure period. Measures must be proportionate, necessary and reviewed when grounds cease.

15.3. During suspension, Wisiex preserves data and, where compatible with risk, access needed for consultation, continuity and transition. Legally required authority access remains.

16.1. Duration, renewals and notice periods are expressly agreed. Statutory and contractual termination rights remain, including demand and cure opportunities where required.

16.2. Termination does not affect properly accrued sums, due refunds, data-subject rights or obligations intended to survive.

16.3. The contract sets data export and return, formats, assistance, access and deletion. As processor, Wisiex returns or deletes personal data at the Client's choice and deletes copies unless Union or Member State law requires retention. Transition and backup procedures follow this duty.

16.4. Wisiex does not condition mandatory data access or recovery rights on disputed payments. Claims are pursued through lawful means.

16.5. Chapter VI of Regulation (EU) 2023/2854 (Data Act) services also follow Annex I. Each service's technical schedule details exportable data, formats, interfaces and migration procedures.

17.1. Each party is liable for attributable breaches and damage under law and contract, including persons for whom it is responsible.

17.2. Liability limits require a valid agreement and comply with standard-term law. Limits exclude intent and gross negligence, harm to life, moral or physical integrity and health, non-contractual property damage and any case where limitation is prohibited.

17.3. Nothing limits data-subject rights against responsible participants, authority powers or access to legal remedies.

17.4. An affected party reports an impediment, explains impact and reasonably mitigates and resumes performance. Any exemption depends on applicable legal conditions.

18.1. Wisiex may update these Terms for future Site use and new contracts, identifying version and effective date. Changes are not retroactive.

18.2. Material changes to current contracts require agreement or a valid contractual mechanism, prior information and applicable objection or termination rights. Site publication does not replace that process.

18.3. Strictly legally required changes or urgent security measures are limited to what is necessary, explained and implemented with protected rights respected.

19.1. Questions about the Site or these Terms may be sent to [email protected] or the clause 1 address. Contracted-service communications follow agreed channels and use a durable medium where material.

19.2. Users and Clients may complain through available contacts without prejudice to courts, supervisory authorities and other lawful mechanisms.

19.3. Where the relevant activity and relationship are legally subject to the Portuguese Electronic Complaints Book, Wisiex will provide access through the legally applicable channel or on request to [email protected]. Its use does not require a prior complaint to Wisiex.

20.1. Portuguese law governs, subject to mandatory rules and conflict-of-law provisions. Competent courts are determined by law unless a specific, express and valid agreement applies.

20.2. Cross-border provision depends on requirements applicable to the service, parties and markets. Site availability in a country does not mean every service may be contracted or used there.

20.3. Invalidity of one provision does not affect others where the contract can continue, and the relevant legal regime applies. Delay in exercising a right is not waiver.

1. Application

1.1. This Annex applies to data processing services under Chapter VI of Regulation (EU) 2023/2854. The Client may switch to another same-type provider, transfer exportable data and digital assets to its own infrastructure or request deletion after termination. Wisiex removes switching obstacles under its control.

1.2. Article 31 exclusions or adaptations apply only where their conditions are met and explained before contracting. Customisation alone does not disapply this Annex.

2. Request and timelines

2.1. Requests use the contractual support channel or clause 1 contact, stating the option and destination provider where any. Notice is two months from receipt unless a shorter period is agreed. Transition proceeds without undue delay and generally ends within the next 30 consecutive days.

2.2. If 30 days is technically infeasible, Wisiex notifies the Client within 14 working days, gives reasons and proposes no more than seven months. The Client may extend once for a period appropriate to its needs.

3. Assistance and continuity

3.1. The contract continues during transition. Wisiex gives reasonable assistance, supports the exit strategy, communicates known risks, diligently maintains continuity and ensures high transfer and retrieval security.

3.2. The Client supplies needed information, access and cooperation, including from the destination. Migration respects third-party rights and data protection. Wisiex responsibilities cover its services and assigned transition activities.

4. Data, formats and interfaces

4.1. Complete exportable-data and transferable-digital-asset categories, and internal categories excluded to protect trade secrets, appear in the service-specific technical schedule identified by name and version in the contract and supplied before contracting. Exclusions may not prevent or delay switching. Digital assets have the Data Act meaning and do not imply Wisiex custody of Client crypto-assets.

4.2. Procedures, methods, formats, known technical limits, structures and interoperability specifications appear in that technical schedule and current contractual documentation provided on a durable medium or on request through the contacts in clause 1.

4.3. For Article 30(2) services, Wisiex provides open interfaces free and equally to Client and destination, follows required specifications and, absent Article 30(5) specifications, exports on request in a structured, commonly used machine-readable format.

4.4. For Article 30(1) infrastructure, Wisiex takes reasonable measures within its power for destination functional equivalence and provides necessary information, documentation, support and tools. It need not develop new technology, disclose protected assets or compromise security within Article 30(6).

5. Termination, retrieval and deletion

5.1. The switched service contract ends on successful completion and Client notification. Deletion-only contracts end after notice. Retrieval, protection and deletion duties survive.

5.2. The Client has at least 30 consecutive days after transition to retrieve data. After successful switching, Wisiex fully deletes exportable data and digital assets generated by or directly related to the Client after that period or a later agreed date. Mandatory retention is limited to required items and periods. Personal data also follows the processing agreement.

6. Charges

6.1. Until 11 January 2027, only reduced, pre-disclosed and accepted switching charges not exceeding direct switching costs may apply. From 12 January 2027, no switching charges apply, including covered data egress, except a valid specific Article 31 regime.

6.2. Ordinary service fees and valid early-termination charges are separately identified before contracting and may not circumvent switching-charge rules.

7. Transparency and data protection

7.1. Each service's infrastructure jurisdiction and technical, organisational and contractual protections against international governmental access to or transfer of non-personal data conflicting with applicable law appear in current pre-contractual and contractual documents supplied on a durable medium. They may also be requested at [email protected].

7.2. This Annex works with Client continuity duties and the GDPR. Personal data export and transfer require a legal basis and, where applicable, Chapter V GDPR safeguards.