PART A — THE SITE AND THE PLATFORM
A.1 Scope; Acceptance. These Terms and Conditions govern (i) access to and use of the rio.trade website, its subdomains and associated applications (the "Site") and of the Platform, under this Part A, and (ii) the Transactions entered into by the Client, under Part B — Terms of Operation. In these Terms and Conditions, "Rio" refers to Rampa Machu S.A.C. ("Rio Peru"), also referred to in Part B as "Machu"; the "Platform" has the meaning given in Part B. Access to or use of the Site constitutes acceptance of Part A; entering into Transactions additionally requires the Client’s onboarding and the affirmative acceptance enabled on the Platform under Part B. If you do not agree with these Terms and Conditions, you must refrain from accessing or using the Site and the Platform. In the event of conflict regarding the Transactions, Part B prevails, together with the Master Terms it incorporates.
A.2 Eligibility. The Site and the Platform are directed to persons with legal capacity to enter into binding agreements. Onboarding as a Client requires, for natural persons, being at least 18 years old and, for legal entities, evidencing the authority of their representative. Rio may restrict or deny access or onboarding — including by reason of country of residence, citizenship or connection location — and may disable accounts that fail the applicable eligibility requirements or controls.
A.3 Content; No Advice. The information and materials on the Site and the Platform are for informational purposes and do not constitute financial, investment, legal or tax advice or a recommendation, nor an offer directed to any person in any jurisdiction where such an offer would be contrary to law. The Client decides under its own judgment and, where appropriate, with its own advisors. The Site may contain links to third-party sites, whose content is not Rio’s responsibility.
A.4 Integrated Wallet (Privy). The Platform allows the Client to create a self-custodial wallet using the technology of Privy or another enabled provider (the "Integrated Wallet"). The Integrated Wallet is self-custodial: Rio does not custody, control, access or have the ability to move the funds, does not hold private keys or recovery factors, and cannot restore access. The creation, operation, security and recovery of the Integrated Wallet are governed exclusively by the provider’s terms, which the Client accepts in the Platform flow; Rio is not a party to that relationship. The Client is solely responsible for its credentials and recovery factors; their loss may result in permanent loss of access. Closure of the Client’s Rio account does not close the Integrated Wallet, which the Client may keep or export directly with the provider. Transactions sent from the Integrated Wallet through the Platform are subject to Rio’s prevention controls — including transaction monitoring and lists screening — and Rio may decline instructions to flagged or restricted addresses.
A.5 Commercial Partners. Rio may enter into agreements with third parties that integrate all or part of the Platform into their own interfaces (the "Commercial Partners"). Each Commercial Partner is responsible to its own clients and users, as well as for its own integrations and for safeguarding its credentials and access keys. Rio’s responsibility to the Client is limited to the services provided for in these Terms and Conditions.
A.6 Intellectual Property. The Site, the Platform, their software and contents, and Rio’s distinctive signs — including trademarks, trade names and logos — are the property of Rio or its licensors. Their use is authorized solely for the Client’s own purposes under the Agreement, without transferring any intellectual property right. Their reproduction, extraction, reverse engineering or commercial exploitation without Rio’s prior written consent is prohibited.
A.7 Scope of Services; Exclusions. Machu does not take deposits or funds from the public, does not grant credit, does not manage mutual funds or portfolios, does not provide financial or investment advice, does not provide remittance or funds-transfer services, and does not issue or broker securities. Its sole service is the one set out in Part B: the purchase and sale of Digital Assets acting as principal, from and into its own inventory. Machu is not a financial system company and is not authorized or supervised by the Superintendency of Banking, Insurance and Private Pension Fund Administrators (SBS) or the Superintendency of the Securities Market (SMV), without prejudice to its status as a reporting entity before the UIF-Perú under Clause 3 of Part B.
A.8 Availability; Changes to Part A. The Site is provided "as is" and its availability may be interrupted by maintenance, third-party failures or events beyond Rio’s reasonable control. Rio may amend this Part A by publishing the updated version on the Site with its effective date; continued use of the Site constitutes acceptance. Amendments to Part B are governed by its own Amendments clause.
PART B — TERMS OF OPERATION
1. Acceptance; Formation of the Agreement. These Terms and Conditions of Operation (these "Terms of Operation") govern the Transactions between Rampa Machu S.A.C., a company organized under the laws of the Republic of Peru, domiciled in Lima, Peru ("Machu" or "Rio"), and the client accepting them (the "Client"). Acceptance is given through the affirmative act enabled in the Platform by the Client or, in the case of legal entities, by its Authorized Person, upon completion of onboarding, and constitutes a declaration of will expressed by electronic means with full legal effect. Upon acceptance, a single Agreement is formed between the Client and Machu, comprising these Terms of Operation, the Master Terms for Spot Transactions in Digital Assets, version 2.4, incorporated by reference to such version, published in the legal section of the Site and displayed in full in the acceptance flow as Appendix A, each Product Annex executed with respect thereto and each Confirmation. For purposes of the Master Terms, these Terms of Operation serve as the Entity Annex.
2. Onboarding Data. The information provided by the Client in its onboarding and through the Platform — including its identification, that of its representative and Authorized Persons where applicable, and the accounts and Wallets designated pursuant to Clause 9 of the Master Terms — forms an integral part of the Agreement as if set out in a cover page, in accordance with the records of the Platform, which constitute electronic records with full evidentiary value between the parties. The Client shall keep such information true, complete and up to date.
3. Identity; Regulatory Status. Machu is a Peruvian virtual asset service provider, a reporting subject before the Financial Intelligence Unit of Peru (UIF-Perú), maintaining a system for the prevention of money laundering and terrorism financing (SPLAFT). It is not a company of the financial system, does not take deposits from the public and is not authorized or supervised by the Superintendency of Banking, Insurance and Pension Funds or by the Superintendency of the Securities Market; the services under the Agreement are not deposits and are not covered by the Deposit Insurance Fund or any state guarantee. All services under the Agreement are provided by Machu from and within Peru.
4. Capacity — Principal; Consideration. In each Transaction under the Agreement, Machu acts exclusively as principal, for its own account, buying and selling Digital Assets from and into its own inventory. Machu does not act as agent, commission agent or intermediary of the Client or of any third party, does not hold itself out as such, and does not arrange Transactions between the Client and third parties. Machu’s consideration consists of the price differential of its purchases and sales of Digital Assets and, where applicable, the fees published in the Platform or agreed in writing, plus applicable IGV (Peruvian VAT).
5. Assets; Corridors; Business Days. Transactions under the Agreement concern exclusively Stablecoins whose value is referenced 1:1 to the United States dollar and which represent a redemption right against their issuer, backed by reserves held by it, against Peruvian soles and such other Fiat Currencies as Machu may enable from time to time through the Platform. "Business Day" means, with respect to each Transaction, a day on which the payment systems used for the settlement of its fiat leg are operating.
6. Settlement; Operational Arrangements. The following operational arrangements apply for purposes of Clauses 5, 8 and 9 of the Master Terms:
- (a) Legs in soles are settled in Peru, through Peruvian payment systems and banking channels, between accounts held by Machu with companies of the Peruvian financial system and the account designated by the Client in its own name.
- (b) Fiat legs in currencies other than the sol are settled from and into the account designated by the Client pursuant to Clause 9 of the Master Terms, through the duly regulated payment systems and channels applicable to the relevant currency. Payments made through a party’s payment providers release such party from its payment obligation, and such providers are not counterparties to the Transactions and assume no obligation toward the other party.
- (c) Machu may designate one or more liquidity or delivery providers, whether or not related to Machu, to effect the delivery of Digital Assets to the Wallet designated by the Client; delivery so effected releases Machu from its delivery obligation. The Client shall deliver Digital Assets to the Wallet designated by Machu for the relevant Transaction, which may be the wallet of a designated provider; delivery to such Wallet releases the Client from its obligation. Designated providers are not counterparties of the Client and assume no obligation toward it.
- (d) The services under the Agreement do not include, and the parties shall not settle any leg of a Transaction through, bank accounts located in the United States or custodians located in the United States; fiat legs denominated in US dollars shall be settled exclusively between bank accounts located outside the United States.
7. Wallets; Integrated Wallet. The Client represents that each Wallet it designates is under its exclusive control or is maintained for the Client in the terms of Clause 9 of the Master Terms. Linked wallets, including the Integrated Wallet created by the Client through the technology of Privy or another enabled provider, are governed by Clause 10 of the Master Terms; the express acceptance of the relevant provider’s terms is collected in the Platform flow.
8. Platform; Channels; Service Levels. The "Platform" comprises the Rio platform operated for the Peruvian market and the channels and means enabled by Machu from time to time. Machu undertakes to maintain a monthly Platform availability of 98%, without liability for unavailability arising from scheduled maintenance, third-party failures or events beyond its reasonable control. Machu may adjust the name, format and functionalities of the Platform while substantially maintaining the contracted functionality; such adjustments constitute performance of the Agreement and not an amendment subject to Clause 11.
9. Quotation Error Threshold; Default Interest. For purposes of Clause 7 of the Master Terms, the presumption threshold is 10 (ten) basis points for sol corridors. For purposes of Clause 16 of the Master Terms, the default interest rate is 6 (six) basis points per night on the overdue amount, capped at the maximum permitted by applicable law.
10. Notices. Notices to Machu shall be given in writing, including by e-mail, to: Rampa Machu S.A.C., e-mail: [email protected]. Notices to the Client shall be given through the Platform or to the e-mail registered in its onboarding, in accordance with the Master Terms.
11. Amendments. Machu may amend these Terms of Operation by notice given through the Platform or to the Client’s registered e-mail at least 15 (fifteen) calendar days before effectiveness, indicating the new version and its effective date. Before effectiveness, the Client may terminate the Agreement at no cost, without affecting pending Transactions, which shall be completed in accordance with their terms. The issuance of any Order following effectiveness shall constitute acceptance of the amended version, which shall govern the Agreement as from that moment. Amendments do not affect Transactions already entered into, and apply without prejudice to mandatory consumer protection rules where applicable.
12. No Supplementary Application; Exclusivity. These Terms of Operation do not apply on a supplementary basis to any agreement; instruments incorporating them shall do so by express reference to their version. Part A of these Terms and Conditions is not incorporated into the Agreement and does not modify the terms of the Transactions, which are governed exclusively by this Part B and the documents it incorporates.
13. Language; Governing Law; Jurisdiction. These Terms of Operation are issued in Spanish and in English; the edition accepted by the Client constitutes the instrument, both editions of the same version being equally valid and equivalent. The Agreement is governed by the laws of the Republic of Peru. The parties submit to the competence of the judges and courts of Lima, Peru, without prejudice to mandatory consumer protection rules where applicable.
Appendix A — Master Terms for Spot Transactions in Digital Assets, version 2.4, published in this same legal section of the Site, displayed in full in the acceptance flow and available for download in the Platform.