Home/Compliance

compliance · mica · eu

Compliant by design.

tools402 is built on three structural choices that keep us outside MiCA's licensing perimeter: wallet-only identity (no KYC), sub-24h custodial, and fixed take rate under 3 % strict. None of this is legal advice — verify with your own counsel for your specific jurisdiction.

mica stance

Why MiCA does not require us to register.

MiCA (Regulation EU 2023/1114, in force since 30 December 2024) applies to issuers of crypto-assets and to crypto-asset service providers (CASPs). Marketplaces that custody funds or operate exchange services need to register as a CASP. tools402 deliberately avoids both perimeters.

✓
Wallet-only identity — no PII collected.Buyers sign with their wallet. Sellers register via EIP-712 signature on their wallet address + chosen slug. We never ask for name, email, address, or document. Our database stores wallet addresses and slugs, nothing else.
✓
Sub-24h custodial window on sell-side.Buyer pays directly to 0xD6E8aF2F65B4C9ACC7BF14A3096056e89E312878 (our recipient wallet) on the buyer's chain. Seller payout: choose your payout chain (Base, Polygon, Arbitrum, Optimism, Avalanche, or Solana) — paid in USDC there; cross-chain via CCTP. Settlement runs daily at 00:00 UTC, in USDC. A balance ≥ 1 USDC is paid at the next run (within 24h). A balance below 1 USDC carries over until it reaches 1 USDC, then it's paid.
✓
Fixed take rate, never above 3 % strict.3 % paywall, 4 % proxy (opt-in only). We don't move freely above 3 % on any tier.
✓
No fiat on-ramp or off-ramp.tools402 only handles USDC on Base, Polygon, and Solana. Conversion to fiat is the user's responsibility.
✓
USDC = e-money token, not "asset-referenced token".Circle's USDC qualifies as an EMT under MiCA Art. 48. Holding and transferring USDC is permitted to non-licensed entities under the EMT regime.
✗
We do not claim CASP exemption.If we ever crossed €350k revenue from custodial operations OR started fiat conversion OR offered an order book, we would need to register. That day is not today.

No KYC. No custodial > 24h. Take rate fixed < 3% strict.Three structural choices, three rails outside the MiCA perimeter.

tax · eu

VAT and seller-side reporting.

VAT on the buy-side

tools402 is in pre-commercial experimental phase — no VAT is invoiced today and no entity has been incorporated yet. When commercial operations begin, applicable VAT rules will be published here.

VAT on the sell-side (community)

— community seller(s) registered today (live from /v1/_seller/count — we don't seed fake listings). Each seller is responsible for their own VAT registration. tools402 issues a transparent settlement record (/v1/_seller/<wallet>/stats?sig=…) for filings.

1099 / US reporting

If we onboard sellers established in the US, we report 1099-K thresholds (currently $5 000 / 50 transactions per IRS 2024 guidance). Wallet-only sign-up means we can't issue 1099s automatically — sellers wanting 1099 must opt in through a manual KYC flow that is not enabled by default.

custodial wallet · settlement

How sell-side custody actually works.

Sell-side payments flow through CDP managed settlement wallets (Option A) that hold funds for at most 24 hours. Concretely :

  • Buyer pays recipient wallet 0xD6E8aF2F65B4C9ACC7BF14A3096056e89E312878 on the buyer's chain
  • Internal ledger credits the seller's wallet minus the 3 / 4 % take rate
  • Cron job — settlement runs daily at 00:00 UTC, in USDC. A balance ≥ 1 USDC is paid at the next run (within 24h). A balance below 1 USDC carries over and accumulates across days until it reaches 1 USDC, then it's paid
  • Settlement via CDP managed TEE wallets (separate from the recipient) batch-sends USDC to each seller on their declared payout_chain (CCTP when buyer chain ≠ payout chain)
  • Hot wallet balance pre-batch check alerts via Sentry if insufficient
  • Dust threshold — balances below 1 USDC carry over across days until cumulative balance ≥ 1 USDC, then paid in full (same rule as the daily 00:00 UTC cron)
  • Idempotence via MAX(window_end_ts) in settlements table, retry 3× exponential
  • Gas absorbed by tools402 (~$0.005 per Base transfer)

The settlement wallets and the recipient wallet are structurally separate — we audit this separation as part of our 48-hour security burn-in.

Disclaimer. This page is a description of our operational choices, not legal advice. Crypto-asset regulation is evolving fast. Verify with your own counsel before relying on any of this.