Terms of Service

Last Updated: 2026-08-23T07:45:26+00:00

1. Acceptance of Terms

By accessing and using Conduit UCPI ("the Service"), you accept and agree to be bound by the terms and provision of this agreement. If you do not agree to abide by the above, please do not use this service.

2. Description of Service

Conduit UCPI is a decentralized escrow platform that enables users to create time-delayed escrow contracts on EVM-compatible blockchains. The Service facilitates:

  • Creation and management of escrow contracts
  • USDC token transactions and transfers
  • Integration with Web3 wallets and payment processors
  • Dispute resolution mechanisms

3. Regulatory Position

The regulatory position of Conduit UCPI Ltd in respect of the Stabledrop protocol is set out in Schedule 1 (Regulatory Position), which forms part of these Terms. Schedule 1 is provided for information and is not legal, financial, tax or regulatory advice; you are responsible for determining your own regulatory obligations and should take independent advice.

4. User Responsibilities

By using the Service, you agree to:

  • Provide accurate and truthful information
  • Maintain the security of your wallet and private keys
  • Comply with all applicable laws and regulations
  • Not use the Service for illegal or fraudulent activities
  • Not attempt to exploit, hack, or disrupt the Service
  • Be solely responsible for your transactions and their outcomes

5. Risks and Disclaimers

IMPORTANT: Use of blockchain technology and cryptocurrencies involves significant risks:

  • Transactions on the blockchain are irreversible
  • Smart contracts may contain bugs or vulnerabilities
  • Network congestion may delay transactions
  • Loss of private keys results in permanent loss of funds
  • Regulatory changes may affect the availability of the Service

6. Limitation of Liability

To the maximum extent permitted by law, Conduit UCPI and its operators shall not be liable for any direct, indirect, incidental, special, consequential, or punitive damages, including but not limited to:

  • Loss of funds or cryptocurrencies
  • Smart contract failures or exploits
  • Network downtime or service interruptions
  • Third-party service failures (Web3Auth, MoonPay, etc.)
  • User error or misuse of the platform

7. Service Availability

We strive to maintain the Service's availability but do not guarantee uninterrupted access. The Service may be temporarily unavailable due to:

  • Scheduled maintenance
  • Network congestion or blockchain issues
  • Security incidents
  • Technical difficulties
  • Regulatory requirements

8. Third-Party Services

The Service integrates with third-party providers including Web3Auth, MoonPay, and others. Your use of these services is subject to their respective terms of service and privacy policies. We are not responsible for the actions or policies of these third parties.

9. Intellectual Property

The Service, including its design, code, and content, is protected by intellectual property laws. You may not copy, modify, distribute, or reverse engineer any part of the Service without explicit permission.

10. Termination

We reserve the right to suspend or terminate your access to the Service at any time, with or without notice, for violations of these terms or other reasons we deem necessary.

11. Governing Law

These terms shall be governed by and construed in accordance with the laws of Scotland, without regard to its conflict of law provisions.

12. Contact Information

Conduit UCPI Ltd, Company No. 880319.

Registered address: 5 South Charlotte Street, Edinburgh, EH2 4AN, United Kingdom.

If you have any questions about these Terms of Service, please contact us at legal@conduit-ucpi.com

13. Changes to Terms

We reserve the right to modify these terms at any time. Changes will be effective immediately upon posting. Your continued use of the Service after any changes constitutes acceptance of the new terms.

Schedule 1 — Regulatory Position

1. Scope

1.1This statement describes the regulatory position of Conduit UCPI Ltd (SC880319) ("Conduit") in respect of the Stabledrop protocol ("Stabledrop"), comprising Stabledrop Payments and Stabledrop Liquid.

1.2It is provided for information. It is not legal, financial, tax or regulatory advice and must not be relied upon as such. Users are responsible for determining their own regulatory obligations and should take independent advice.

2. Architecture

2.1The Stabledrop smart contracts are deployed permissionlessly on the Base network and may be interacted with directly by any party. Conduit does not control access to them.

2.2The Stabledrop contract factory is immutable and publicly accessible independently of any interface provided by Conduit. Transaction parameters are constructed by contract code that Conduit does not control and cannot alter.

2.3Counterparties transact directly with one another. Each counterparty authorises transactions by signing with private keys under its sole control.

2.4Conduit does not at any time take possession or control of user funds, does not hold or have access to user private keys, and has no ability to move, freeze, reverse or otherwise interfere with user assets.

2.5The Stabledrop smart contracts contain no administrative key or privileged role. Contract addresses and source code are published and independently verifiable on-chain.

3. United Kingdom — Stabledrop Payments

3.1Stabledrop Payments executes conditional settlement instructions recorded in an immutable smart contract. Funds are released to the payee, or returned to the payer, solely in accordance with conditions agreed between the counterparties in advance.

3.2Conduit does not enter into possession of the funds transferred at any stage, and cannot alter, override or influence the outcome of any transaction.

3.3On that basis, Conduit does not carry on any regulated activity under the Financial Services and Markets Act 2000 or the Payment Services Regulations 2017 in respect of Stabledrop Payments, and does not require authorisation by the Financial Conduct Authority.

4. United Kingdom — Stabledrop Liquid

4.1Stabledrop Liquid facilitates the assignment of pre-funded receivables. A pre-funded receivable is a trade receivable — an amount owed to a supplier for goods or services supplied in the course of business — in respect of which the corresponding funds are already committed to an immutable Stabledrop settlement contract.

4.2Stabledrop Liquid operates only in respect of settlement contracts that are already funded. No credit is extended and no financing obligation arises. The assignee's entitlement is conditional on the agreed release conditions being satisfied.

4.3The assignment of a pre-funded receivable is not a payment service, is not the issuance of electronic money, and does not constitute lending or the operation of an electronic system in relation to lending.

4.4Pre-funded receivables are assigned bilaterally between identified counterparties. Conduit does not pool, aggregate or manage receivables or the consideration paid for them.

4.5On that basis, Conduit does not carry on any regulated activity under the Financial Services and Markets Act 2000 in respect of Stabledrop Liquid, and does not require authorisation by the Financial Conduct Authority.

5. European Union

5.1Conduit does not provide custody or administration of crypto-assets on behalf of clients, does not operate a trading platform for crypto-assets, and does not exchange crypto-assets for funds or for other crypto-assets.

5.2Conduit does not issue any asset-referenced token or e-money token.

5.3Conduit does not provide transfer services for crypto-assets on behalf of clients. Transfers are constructed by immutable on-chain contract code and are initiated and authorised by users signing with private keys under their sole control. Conduit does not construct, initiate, execute, or have the ability to effect any transfer.

6. United States

6.1Conduit does not take custody of user funds and does not exercise independent control over user assets. On that basis it does not act as a money transmitter for the purposes of guidance issued by the Financial Crimes Enforcement Network.

6.2Conduit does not issue a payment stablecoin and is not a permitted payment stablecoin issuer for the purposes of the GENIUS Act.

6.3State money transmission requirements vary. US counterparties are responsible for determining their own position and should take independent advice.