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Wealth App Terms of Use

Last modified: 18.06.2020



Disclaimer: Buying and Selling of Digital Assets carries with it a high degree of risk. Do not trade with money that you cannot afford to lose. Please do your own research or consult professional advice before making a trading decision.


Risk Statement: Trading of Digital Assets has potential rewards and risks involved. Trading is not suitable for all people. Anyone wishing to buy or sell Digital Assets should seek their own independent professional financial advice.


These terms (the “Terms”) shall govern your use of the SwissBorg Wealth App (the “App”) and of the Services (as defined in Section 1 hereunder) we offer on or through the App. 


These Terms are entered into by you and SwissBorg Solutions OÜ, a company duly incorporated under the laws of Estonia, bearing company registration number 14769371, with registered address at Harju maakond, Tallinn, Kesklinna linnaosa, Roosikrantsi tn 2-1091, 10119 (“SwissBorg”, “Company”, “We” and/or “we”, “Us” and/or “us” and “Our” and/or “our” when indicating possession). The Company has a license for a provider of a Virtual Currency wallet service (license number FRK001069) and for providing services of exchanging Virtual Currency against a fiat currency (license number FVR001182). 


These Terms are applicable to all Visitors and Users as defined below. The browsing of the Website available at the following URL www.swissborg.com is governed by the terms of use of the Website available at the following URL: https://swissborg.com/legal/terms-of-use.


The use of the App shall be subject to the Privacy Policy, which can be found on the App. If you are a Swiss User, you shall be subject to the privacy which is applicable to Swiss Users (“the Privacy Policy applicable to Swiss Users”).


In case of any discrepancy or ambiguity between the Terms and the Execution-Only Mandate Agreement applicable to you, the Terms shall prevail over the Execution-Only Mandate Agreement and all other documents related thereto.


  1. DEFINITIONS


For the purposes of these Terms, the capitalized terms available are defined in Annex 1 of the Terms. References to Swiss Users are applicable to Swiss Users only. References to User(s) shall apply to Swiss Users as well as Users from other countries.


  1. TERMS


Any person who wants to access the App and/or benefit from the Services available on or through the App must accept these Terms. Any legal person, including but not limited to an enterprise, a corporation, a foundation, an association or other legal entity is not eligible to use the App under these Terms. Moreover, a natural person cannot use the App on behalf of an enterprise, foundation, association, corporation or any other legal entity.


By downloading the App and/or benefiting from the Services and the Execution Interface and/or clicking the "I agree with the Terms of Use and the Privacy Policy" button when registering a User Account, you acknowledge that you have read and understood these Terms and the Privacy Policy and agree to be bound by them and to comply with these Terms and all Applicable Laws and regulations. If you do not agree with these Terms, you should refrain from using the App and/or benefiting from the Services which are being offered to you by the Company. 



If you are a Swiss User, by clicking “I agree with the Execution-Only Mandate Agreement for Swiss Users”, you warrant and accept that you have read and understood its content and the role that the Representative Entity has with respect to carrying out the Services. You also warrant and accept that you have read and understood the Privacy Policy applicable to Swiss Users.   


You warrant and accept that you have understood any disclaimers and the clauses relating the limitation of liability made in the Execution-only Mandate Agreement applicable to you. If you do not agree with the Execution-Only Mandate Agreement applicable to you, you should refrain from benefiting from the Services offered on the App


You confirm that you are able to read in English and that your level of English is sufficient to understand the meaning of the terms contained in the English version of the Terms and the Execution-Only Mandate Agreement applicable to you as well as all the commitments, warranties, waivers and obligations contained in the English version of these Terms and the Execution-Only Mandate Agreement applicable to you. You hereby consent that you will not hold the Company liable for any losses or damages which result from the lack of understanding of these Terms.


  1. THE APP


The App, containing the Execution Interface, is made available to Users by the Company on the basis of these Terms. By making use of the Services, you shall abide by the Terms and the User Agreement applicable between the Company and yourself. 


These Terms shall be read and interpreted in conjunction with the Execution-Only Mandate Agreement applicable to you.


For all intents and purposes, the Execution Interface will allow Users to directly access the market of Digital Assets, to place their Orders on an “Execution Only” basis and to mandate the Company to use Fiat Assets and Digital Assets to carry out the Orders requested by the User.


The App is not an exchange (centralized or decentralized) or a trading venue and the Company is not acting as a broker/dealer or as a financial advisor to the Users. For the avoidance of doubt, the Company, through the App and the Execution Interface, does not provide investment, tax, or legal advice, nor does it act as a broker or dealer on behalf of its Users. 


By making available the App and the Execution Interface, the Company only intervenes as (i) a technological provider allowing Users to hold Assets; and (ii) as a service provider which carries out the Execution of Orders on behalf of User(s); and (iii) by allowing the User to make use of the Execution Interface in order to have the best Transaction Price possible for a Transaction, on a best effort basis. 


You understand that any documentation and publication made available on the App, as well as any notifications made on the App or through the Website with regards to the Services provided by the Company are also binding on your activity in the App.


Through its position as an interface between the User and the Exchanges, the Company does not want to engage in any Market Making activity.


When We execute a Transaction based on your Orders, We are not in a position to assess, whether You are compatible with the target market for the relevant Fiat Asset and/or Digital Assets, including whether or not it meets your needs or objectives.


All Transactions are executed automatically subsequent to the User setting the parameter of the Orders and in accordance with execution procedures which are operated by the Company. By clicking “Confirm exchange”, you are instructing the Company to use the Fiat Assets and/or Digital Assets within your Wallet which are held on your behalf by the Company in order to carry out the Execution of Orders.


The User is solely responsible for determining whether any Transaction or the Order(s) placed through the Execution Interface, as well as the investment or the investment strategy is/are appropriate,  suitable, adapted to his/her financial situation, personal objectives, financial circumstances and risk tolerance. 


The User should consult a legal, financial or tax professional regarding his/her specific situation before placing any Order through the Execution Interface within the App.


  1. THE COMPANY'S ROLE


Through the Services provided, the Company acts as an operator of the Execution Interface who executes the Orders which are placed by the User. The Company allows the possibility for the User to place Orders through the Execution Interface. We execute the Orders which are given to Us by You. 


With regards to Swiss Users, the Representative Entity receives the Orders which are then transmitted to the Company by virtue of the Execution-Only Mandate Agreement who will proceed to Execute the Orders which are transmitted to it. 


The Execution Interface is programmed to calculate the best possible Transaction Price for each Order. The Execution Interface does not choose to execute an Order on a particular Exchange for any other reason. Should you become aware of any malware which redirects or favours the execution of an Order on any of the Exchanges connected to the Execution Interface, You shall immediately contact our support services. The Execution Interface does not constitute and should not be regarded as a recommendation or endorsement of the quality, service level, qualification or rating of the Exchanges to which it is attached. 


As an operator of the Execution Interface, the Company does not act as an agent for any of the Exchanges. By providing the Services, you acknowledge that the Company’s role is solely to facilitate the access to the Exchanges and to provide the Services related thereto.


  1. THE SERVICES


Through the App, the Company allows You to place your Assets with a Digital Asset Custodian and/or Fiat Custodian. The Assets shall appear on your Fiat Wallet and/or your Digital Assets Wallet within your User Account. 


You can give Orders through the Execution Interface within the App for the Company to execute any of the Transactions on Exchanges on your behalf. When executing Orders, the Execution Interface will identify the most competitive Market Price available on the Exchanges. By accepting these Terms, you are giving your consent to the Company to carry out the best execution possible between the Exchanges to which the Execution Interface is connected on your behalf.


By clicking “Confirm exchange”, You are giving a mandate to the Company to use the Assets placed at a Digital Asset Custodian and/or the Fiat Custodian in order to carry out the Transaction on your behalf. Subsequently, the Execution Interface will allow the Company to execute the Transaction from the Exchange that offered the most competitive Market Price on behalf of the User. 


Subsequently, the Execution Interface will allow the Company to Execute the Transaction from the Exchange that offered the most competitive Market Price on behalf of the User. The result of the Transaction will subsequently appear on the User’s Account and in your Wallet(s). The Company shall not be responsible for any misrepresentation of Market Prices which is made by the Exchanges.


SwissBorg Solutions OÜ currently has two Estonian Licenses: (i) License Number FVR001182 for the provision of services of exchanging a virtual currency against a fiat currency and vice-versa; and (ii) License Number FRK001069 for the provision of a virtual currency wallet service.


  1. Fiat Wallet


Fiat Assets shall be sent to a Fiat Custodian and shall appear in your Fiat Wallet on your User Account and shall be exclusively used for: 

  1. the execution of the Orders which You place through the Wealth App;
  2. the Withdrawal of your Fiat Assets to your approved Bank Account. 


You hereby acknowledge and consent that You shall send the Fiat Assets directly to the Fiat Custodian who shall place them into a Fiat Account thereby allowing the Company to Execute your Orders. You also acknowledge and consent that your Fiat Assets may be redirected and sent directly into a SwissBorg Exchange Account where such Fiat Assets shall also be exchanged on your behalf for the purpose of Executing your Orders. You hereby authorize SwissBorg to exchange your Fiat Assets on the basis of your Orders. 


You are informed that through the operation of the Wealth App, the Company does not engage in any banking activity or act itself as a custodian. You hereby confirm and understand that the Fiat Custodian does not charge you any fees or interest for the Fiat Assets nor does it pay any interest to you on the basis of those Fiat Assets. 


We hereby declare that to the best of our knowledge and based on the representations made by the Fiat Custodian, your Fiat Assets will be segregated from the rest of the Fiat Custodian’s other assets and fully secured by the Fiat Custodian.


You understand that there are countries where the Fiat Assets are not supported within the App. In the event that you are a User residing in one of the countries where Fiat Assets are not supported, you shall not be allowed to place any Fiat Assets onto the Fiat Wallet until the Company shall make available a supported version for Fiat Assets in your country. You warrant and accept that you cannot carry out the Withdrawal of Fiat Assets from your User Account for as long as Fiat Assets are not supported in the Wealth App in the country where you are located. The Company shall notify you upon making available a version of the App within your country which supports Fiat Assets. The Company shall also assign a Fiat Wallet and notify you immediately.


  1.  Digital Assets Wallet


If You are a User in a country as shown in Annex 2, but where the App does not support Fiat Assets, You will be able to use the App only by placing Digital Assets in your Digital Assets Wallet. In the event that you are a User in a country where only Digital Assets are supported, You will only have available a Digital Assets Wallet and be able to make place Digital Assets onto the User Account only using Digital Assets until further notice. 


You warrant and accept that for as long as Digital Assets only are available on your User Account, there is no possibility to use Fiat Assets. You warrant and accept that You can only Withdraw Digital Assets from your User Account for as long as Fiat Assets are not supported in the Wealth App in the country where you are located. 


Your Digital Assets shall be transferred to a Digital Assets Custodian and shall appear on your User Account within your Digital Asset Wallet which shall be exclusively used for:

  1. the Execution of the Orders which You place through the Wealth App;
  2. the Withdrawal of your Digital Assets to an External Wallet.


The Company is licensed to carry out the provision of a Digital Assets wallet service through Estonian License number FRK001069 to provide the virtual currency wallet service.


You hereby acknowledge and consent that you shall send the Digital Assets directly to the Digital Assets Custodian who shall deposit them into a Digital Asset Wallet controlled by the Company thereby allowing the Company to hold the Digital Assets on your behalf for the purpose of executing your Orders. You also acknowledge and consent that your Digital Assets may be redirected and sent directly into a SwissBorg Exchange Account where such Digital Assets shall also be held on your behalf. You hereby give authorization to SwissBorg to exchange your Digital Assets for the sole purpose of executing your Orders. 


You hereby confirm and understand that neither the Digital Assets Custodian nor the Company charge any fees or interest for holding your Digital Assets. Neither the Company nor the Digital Assets Custodian shall pay any interest to you. 


We hereby declare that to the best of our knowledge and based on the representations made by the Digital Assets Custodian your Digital Assets will be segregated from the rest of Digital Assets Custodian’s other assets and fully secured by the Digital Assets Custodian. You acknowledge and accept that Digital Assets are held on the distributed ledger technology and that the Company does not have any control over the functioning of this distributed ledger technology.


You hereby confirm that You are the sole beneficial owner of all the Assets that use as part of a business relationship with Us.


Whenever You place BTC by using the BTC address provided on the App THE BTC ADDRESS WILL CHANGE FOR EACH NEW DEPOSIT. Therefore, whenever you want to place BTC into your Digital Asset Wallet, you should be sure that You that the BTC is sent to the correct address. The Company shall not be held liable or responsible for any losses or damages which may occur in the event that you transfer BTC to the wrong BTC address.


Please note that you always need to deposit Digital Assets to an address which supports the blockchain technology of that particular Digital Asset. If You proceed to send Digital Assets to an address that does not support that particular Digital Asset you take all responsibility for all the losses that might occur by doing so.


  1.  Funds on Account 


Whenever a User’s Fiat Assets or Digital Assets are redirected towards a SwissBorg Exchange Account, the User understands that this shall be done in order to ensure that the Execution Interface is more efficient in the Execution of the Orders on behalf of Users. The User understands that there is a risk that these Fiat Assets or Digital Assets may be lost due to a Security Breach or any other form of breach within the Exchange. The User accepts and warrants that he/she will not hold the Company liable for any losses or damages which may arise from a Security Breach or other form of breach within the Exchange.


5.3.1 Supported Fiat Assets


Before transferring Fiat Assets, which will appear on your User Account, You will be required to designate one or more external Bank Account/s (hereinafter the “Designated Payment Method”). 


Bank Accounts can only be used by the person under whose name they are registered. The Company or the Fiat Custodian reserves the right to suspend, freeze or cancel your User Account if the name of the User Account and the name of the corresponding Bank Account do not correspond to each other. 


The Bank Account used to transfer Fiat Assets needs to be solely in your name and needs to be with a regulated and licensed financial institution or e-money institution. All payment solutions for Fiat Assets must be carried out through the use of a regulated and licensed entity.


By transferring Fiat Assets, You represent and warrant Us that:

a) You are authorised to use the Designated Payment Method; and 

b) You authorise Us to charge You the Designated Payment Method, and any extra charges, should they arise and be supported by Us.


The Company retains the right, in its sole discretion, to determine whether to support any Fiat Asset at any time and for no reason. In some cases, the Fiat Custodian may decline the transfer of Fiat Assets. You agree that you will not hold the Company liable for any damages resulting from such rejected transfers.


If the Company ceases to support a particular Fiat Asset, the Company will use commercially reasonable efforts to give you prior notification so as to allow you with an opportunity to Withdraw the affected Fiat Asset from your Fiat Wallet to a Bank Account.


If You do not Withdraw the affected Fiat Asset from your Fiat Wallet prior to cessation of support for the Fiat Asset by the Company, the Fiat Asset may be lost due to your inability to access, transfer or otherwise control it. The Company will not be liable to you for any loss, liability or expenses related to its decision to cease any support for any Fiat Asset.


If you are located in a country where Fiat Assets are not available, You cannot assign a Designated Payment Method to your User Account until the Fiat Assets are made available in the country where You are located. This Section 5.3.1 shall not be applicable in the event that you are located in a country where no Fiat Assets are available on the App. This Section 5.3.1 shall become applicable from the date when the User is notified by the Company that Fiat Assets have become available on the App.


5.3.2 Supported Digital Assets


The User’s Digital Assets shall be stored on a Digital Asset Wallet which supports the blockchain technology of that particular Digital Asset. The User’s Digital Assets shall be sent from an External Wallet to a Digital Asset Wallet registered by a Digital Asset Custodian under the name of the Company. 


If the Digital Assets are not supported or available on the App, You will not be permitted to transfer these Digital Assets. If You, however, proceed to send Digital Assets a Digital Asset Wallet that does not support that particular Digital Asset then You take all responsibility for all the losses that might occur by doing so.


By transferring Digital Assets, You represent and warrant Us that:

a) You are authorised to use the Designated Payment Method; 

b) You authorise Us to charge You the Designated Payment Method, and any extra charges, should they arise and be supported by Us; and

c) You give us the mandate to store your Digital Assets in our account which is opened at the Digital Assets Custodian.


The Company follows the recommendations presented by the FATF which are set out in the “Guidance for a Risk-based approach to Virtual Assets and Virtual Asset Providers” (hereinafter also referred to as the “FATF Guidance for VASPs”). Due to the fact that the activities carried out on the App may fall under the definition of a VASP, the FATF Guidance for VASPs is applicable, thereby requiring the Company to share information regarding your activities with the Exchanges, any other financial institution, the Digital Asset Custodian, the Fiat Custodian as well as any other VASP which may require your information regarding the Transactions or any other activity which you may carry out on the App. Therefore, you warrant that you shall not hold the Company liable for any losses or damages which may arise from the transmission of any information in relation to the Transactions carried out on the App. 


The Digital Asset Custodian may store the User’s Digital Asset by using a combination of hot and cold storage for the purposes of security reasons. You hereby agree and consent that the Digital Asset Custodian can place your Digital Assets in a hot or cold storage solution. You acknowledge and understand that in the event of insolvency of the Digital Asset Custodian, your Digital Assets may be transferred to another interoperable storage solution which shall allow for the storage of this Digital Asset.



The Company retains the right, in its sole discretion, to determine whether to support or allow Transactions related to any Digital Asset. The Company may discontinue or terminate any support for any Digital Asset at any time for any or no reason. Unless otherwise required by law or by law enforcement, the Company will make reasonable efforts to notify you of its decision to cease the support of a Digital Asset on the App. 


If the Company ceases to support the transfer of a particular Digital Asset, the Company will use commercially reasonable efforts to notify you prior so as to allow you with an opportunity to transfer the affected Digital Asset from your User Account to an External Wallet or to Withdraw the Digital Asset. 


If You do not Withdraw the affected Digital Asset out of your User Account prior to cessation of support for the Digital Asset by the Company, the Digital Asset may be lost due to your inability to access, transfer or otherwise control it. The Company will not be liable to You for any loss, liability or expenses related to its decision to cease any support for any Digital Asset.


You hereby represent and warrant that You have sole control over any External Wallet to which you send Digital Assets from your User Account. The Company gives no assurance or warranty that any Digital Asset supported by the App which is the subject of a fork (hard, soft or otherwise) will be available on the App for the User to place an Order through the Execution Interface.


5.3.3 Investigation


You understand that the Company reserves the right to investigate the source of any Fiat Assets and/or Digital Assets in your User Account and determine, in the Company’s sole discretion, how to handle their disposition in accordance with the SwissBorg AML Policy and any Applicable Laws. 


If, following the review of any funds in question and the circumstances by which You receive them, the Company determines that You are not the owner of such funds or that these Assets were a source of criminal or illicit activities, You hereby accept and understand that SwissBorg reserves the right to dispose of these Assets in accordance with the Applicable Laws and to report any findings to the Relevant Authority. 


5.3.4 Mandate


The Execution-Only Mandate Agreement applicable to you governs the mandate which you give to the Company to store your Assets for the purpose of Executing the Orders you place through the App. Any other aspects of the mandate you give to the Company and/or the Representative Office are stipulated within the Execution-Only Mandate Agreement.


5.4 Placing Orders 


5.4.1. Possible Transactions


The User may give the following Orders through the Execution Interface using Digital Assets:


  • Orders which allow the purchase of Fiat Asset(s) or Digital Asset(es) with Fiat Asset(s) or  Digital Asset(es);
  • Orders which allow the conversion of a Fiat Asset(s) or Digital Asset(es) into Fiat Asset(s) or Digital Asset(es). 


The Company is licensed to carry out the provision services of exchanging a Digital Asset against a fiat currency through Estonian License number FVR001182. 


In the event that You are located in a country where Fiat Assets are not supported, You shall not be permitted to execute any Orders which allow the conversion or purchase of Fiat Assets. This prohibition shall remain up until the Company shall notify the User that the use of Fiat Assets is available in the country where the User is present.


5.4.2 The Execution Interface


The Execution Interface is operated under license by SwissBorg and shall render the following services:

  1. the calculation of the Transaction Price in accordance with Articles 5.5 and 5.5.1 of these Terms of Use related to price volatility;
  2. the process of facilitating the Execution of the Order on behalf of the User in terms of Articles 5.4.3.


5.4.3 Placing and Execution of an Order


Upon transmitting an Order which is available through the Execution Interface, the Order will be executed, and the Transaction will appear on your Fiat Wallet and/or Digital Asset Wallet in your User Account. 


By clicking “Confirm exchange”, You are consenting to instruct and give mandate to the Company to use the Fiat Assets and/or the Digital Assets within your Wallet which are held at a Fiat Custodian and/or Digital Asset Custodian on your behalf by the Company in order to carry out the Execution of Orders on behalf of the Users.


If you have an insufficient amount of Assets in your User Account to fulfil a Transaction it will be cancelled. 


An Order summary shall appear in your User Account and it will indicate at least, but not limited to the following:

a) The Order that you gave, as per section 5.4.1. above;

b) The Amount transacted and whether it was transacted in Fiat Assets and/or in Digital Asset(es);

c) The transaction number;

d) The date of the Transaction;

e) The exchange rate;

f) The exchange fee;

g) The execution time;

h) The Service fee; and

i) The status of your Order.


Additionally you will be able to see the number of Transactions that were processed in order to execute your Order.


Notwithstanding the foregoing, You agree that the failure to provide the Order summary or confirmation shall not prejudice or invalidate any Order or any Transaction completed based on such Order. The calculation of the Transaction Price shall occur as outlined in Article 5.5 and Article 5.5.1. Please note that at this point in time You cannot use the App for intra-account transfers.


You acknowledge, understand and accept that the Company and/or the Representative Entity is not liable for the amounts and type of Orders which you place on through the App.

5.5 Transaction Price


The Execution Interface is programmed to calculate the optimal Transaction Price for the Execution of the Order. The lowest possible Transaction Price may be obtained either by a single settlement or a multitude of settlements. In any of the foregoing possibilities, the Transaction Price shall at all times be disclosed to the User. By accepting the Terms, You hereby agree to instruct and to authorize the Company to solicit the Market Prices available on the Exchanges connected to the Execution Interface in order to calculate a Transaction Price before allowing the User to instruct the Execution of the Order.

 

The calculation of the Transaction Price is based on the Market Price displayed on the Exchanges. All information on which the Transaction Price is based, including the Market Prices are provided by the Application Programming Interface (hereinafter the “API”) of the Exchanges. The Company has no influence on this information and does not assume any responsibility for the accuracy or completeness thereof. The Company is not responsible for any false or misleading information presented on the Execution Interface which arises from the direct or indirect responsibility of the Exchanges. You hereby accept and warrant that you will not hold the Company liable for the foregoing false or misleading information.


5.5.1 Price Volatility


Particularly during periods of high volume, illiquidity, fast movement or volatility in the Exchange of the Assets, the Market Price at which an Order is executed may be different from the prevailing Transaction Price indicated by the Execution Interface at the time of your Order.


If there’s an increase or a decrease in the Market Price of the Assets that are subject to the Order, which would have an effect on the Transaction Price, the Transaction will be executed provided that the percentage margin of the increase or decrease of the Transaction Price shall not exceed the safety threshold defined by the Company of the price at the time when the Order was made by You. If the change in the Transaction Price is higher than the threshold margin defined by the Company, You shall be informed that the Transaction was not executed on your screen.


At this point, We do not accept any returns or give Refunds for your purchase of Digital Assets, except as otherwise provided in these Terms. You will not hold the Company liable for any damages and losses which result from the change in Market Price which is outlined in this Article.


You hereby acknowledge and accept that, under no circumstances, will the Company be obliged to execute an Order if the Company suspects that such Transaction would violate any law, rule, regulation or the rules or regulations of any regulatory or self-regulatory organization or be above the threshold defined by the Company. In such an event, You shall not claim against the Company for any lost profits or any opportunities which are lost to Execute a Transaction.


  1. SECURITY BREACH 


The Company shall not be held liable for and shall not remain liable to You for the actions and/or omissions which may result in a Security Breach by a Third Party Service Provider or the Exchanges interfaced with the Execution Interface. These actions or omissions shall include the treatment of any information or Personal data which belongs to You. The User warrants that he/she shall not hold the Company liable for any actions and/or omissions which result in a breach of any warranties made by a Third Party Service Provider to the Company by virtue of any contractual agreement between them. The Company shall not be held liable for any losses or any damages suffered by the User for any Security Breach or any other form of operational or technical breach which falls under the responsibility of the Third Party Service Provider and/or an Exchange.


  1. ELIGIBILITY


In order to make use of the App and benefit from the Services available on the App, you have to download the App from the Google Play Store or the Apple Store, register a User Account and accept these Terms and the Privacy Policy. You have to accept the Execution-only Mandate Agreement applicable to you as a condition precedent to benefitting from the Services.

7.1. KYC & AML 



In order to become a User, you need to pass Tier 1 of the KYC Process. In order to comply with KYC and Anti-Money Laundering (hereinafter “AML”) requirements, the Company may require additional information and Personal data in order to verify your identity and assess business risk depending on the Tiers.  


The Company uses external Third Party Service Provider(s) to conduct KYC and AML checks in order to fulfill its legal obligations and process Personal Data. The User shall not hold the Company liable for any losses or damages which may arise for any data loss, misconduct or any other action or inaction which is carried out by the Thirty Party Services Provider(s). The KYC Process is divided into three Tiers, based on the total amount of Fiat Asset(s) or Digital Asset(-ies) deposited in the Fiat Wallet and/or Digital Asset Wallet and on the type of Personal data and information which the User provided to the Company. 


The list of information, Personal data and/or documents which are requested by the Company in order to fulfill the KYC process differs between Tier 1, Tier 2 and Tier 3 hereunder..


Each User must carry out the KYC Process at least once. The list of information, Personal data and/or documents which are requested by the Company in order to fulfill the KYC Process may be amended depending on any new regulatory requirements applicable to the Company. The Company, at its sole discretion, reserves the right to request to Users additional information, Personal data or documents.


Users will also undergo a Suitability Process in order to ensure that his/her profile is deemed suitable for the purposes of using the Services which are offered by the Company on or through the App. The Company shall also carry out a behavioral analysis of the Users interaction with the App in order to analyze whether there is the possibility of money laundering activity and the funding of terrorism on the App.


The Company may impose limitations on the Services offered to the User based on the Suitability Process which is undergone by the User. The Company shall not be held liable for any losses or damages resulting from the limitation of the Services which are offered to the User. The use of the Services will be possible depending on which Tiers are completed within the KYC Process. You may not be able to make use of the App in the event that you do not fulfill any of the Tiers within the KYC Process.


On the basis of the Suitability Process, more information or documentation could be required depending on factors which determine the usage of the App, the amounts deposited or the amount of Orders made by the User on the Execution Interface. 


Such factors include, but are not limited to:

  1. The amount of Fiat Assets and/or Digital Assets deposited on your User Account;
  2. The amount of Transactions carried out by You in your User Account.


The Company may also request additional information, Personal data and/or documentation when deemed necessary to clarify any doubts relating to your identity, the purpose of the Transactions or usage of your User Account and/or related to any other topic. 


You accept that depending on the amount placed into the Fiat Wallet and Digital Assets Wallet and/or the Orders placed through the Execution Interface, The Company may request further information, Personal data and documents and that by not providing these documents, Personal data or information, You hereby consent the Company to take any action which it deems appropriate, including preventing You from using the App.


The Company reserves its right to reject your User Account registration and/or your Assets or to later close your User Account, if you do not provide Us with accurate, complete and satisfactory information, Personal data or documents.


You must provide the Company with all documents and information and Personal data promptly and accurately. You accept that delays from your side to provide documents and/or information may delay the approval of your User Account registration.


The Company shall unilaterally accept or reject potential Users in accordance with its own internal rules, KYC policies and SwissBorg’s AML Policy, the analysis carried out on the behavior of the person and on the analysis on the source of the funds relevant legislations, as well as international obligations resulting from Anti-Money Laundering and Countering of Terrorism Financing laws, regulations and guidelines. With regards to Swiss Users, the anti-money laundering and KYC policies applicable to the Representative Entity shall be taken into consideration when unilaterally accepting or rejecting potential Swiss Users.


The Company reserves the right to request further information on the Digital Assets which you place with the Digital Assets Custodian in order to carry out further investigation in line with the FATF Guidance for VASPs.


In the event that you are a Swiss User, you acknowledge that you may be requested more documents pursuant to Representative Entity’s policies and/or obligations under Swiss Law. You understand that the Personal data is handled subject to the Privacy Policy applicable to Swiss Users. 


You shall not hold SwissBorg liable for any losses or damages which result in the rejection or closing of your User Account and/or breach of your obligations under anti-money laundering and countering of terrorism financing laws, regulations and guidelines.

7.2. Collected Data



The Company and/or the Third-Party Service Provider(s) will collect and/or process and/or handle the following Personal Data as provided in the Privacy Policy:

7.2.1. User data



In order to become a User who can benefit from the Services rendered on the App, the Company collects the following data, which may include, but is not limited to:

  • User ID (time at which it is created);
  • your phone number;
  • your e-mail address;
  • (any of) your Cookies in accordance with your Cookie Policy; 
  • your geographical location.


7.2.2. KYC&AML data


The Personal data you provide to the Company in the course of your registration or during the KYC Process or while using the App and/or Services will be used in accordance with our Privacy Policy, the terms of which are hereby incorporated into these Terms. In order to use the Services available on the App, the following Personal Data may be collected for KYC purposes, included but not limited to:


TIER 1

  • Full name;
  • Date of Birth;
  • Address (Full details);
  • Nationality;
  • Valid Identity document (such as an unexpired passport, a valid unexpired national or another government-issued identity card, a valid unexpired residence card or a valid unexpired driving license);
  • Selfie or video for facial similarity check;
  • Basic suitability question regarding your source of income;
  • Basic suitability question regarding your origin of Assets;


TIER 2

  • Proof of residence document. 


TIER 3

  • Proof of Wealth documentation.


7.2.3. User Suitability data


In order to become a User of the App, the User may need to answer questions and provide Us with certain Personal Data in order for Us to understand which Services are best suitable for You. The Company shall collect:

  • Basic suitability question regarding your investment experience;
  • Basic suitability question regarding your Digital Asset experience.

7.3. Individual Users


The App is intended solely for individual Users that use the Services on their own behalf and who comply with the criteria listed below. Therefore, You represent and warrant that:

  1. You are at least eighteen (18) years old or of legal age to enter into a binding contract under the Applicable Law;
  2. You hereby confirm that You are the sole beneficial owner of all the Assets that use as part of a business relationship with Us;
  3. You have the right, authority and capacity to agree to the Terms on your behalf;
  4. You will not use a false name, identity or email address owned or controlled by another person with the intent to impersonate that person for any other reason;
  5. You shall not use a name that is subject to any rights of a person other than yourself without proper authorisation;
  6. You are not a citizen or resident of the US, or any US territory;
  7. You are not a citizen or resident of North Korea, Iran or any other country that is under FATF sanctions or deemed very high risk by the FIU; 
  8. Access and use of the App and/or the Services are NOT restricted in your country; 
  9. You have not previously been suspended or removed from using the Services offered on the App;
  10. You must provide current, accurate identification, contact, and other information that may be required as part of the registration process and/or continued use of the Services;
  11. You understand the nature of Transactions and that you may be exposed to a loss which can be equal to the total amount of Assets visible on your Wallet;
  12. You have regular access to the internet and you have provided to Us a valid email address which we can use to communicate with you;
  13. You will conduct yourself in a civil manner in all your interactions with us.


Should You not fulfill the conditions for creating a User Account and/or benefiting from the Services, You shall immediately refrain from doing so. In any event, the Company reserves the right to refuse Service to any User at any time.

7.4. Confidentiality of User Account



If You create a User Account, You are solely responsible for maintaining the confidentiality of your passcode and are responsible for all activities that occur in relation to your User Account, including your Wallet(s).


The Company will not be liable for any loss or damage from your failure to maintain the security of your User Account and passcode. You may not disclose your passcode to any third party, and you are solely responsible for any use of or action taken under your passcode through the App.

7.5. Restrictions



You hereby acknowledge and agree that You may not be able to access all or some Services through the App outside of the jurisdictions where the Company is regulated and/or entitled to conduct business.  You acknowledge and agree that the Company may suspend or terminate, at any time and without prior notice, your authorisation to download, install or use the App and to access and use the Services through the App.


You may not use the App at any place or in any manner that would violate any Applicable Laws and/or regulations. Any offer of any feature, product or service is void where prohibited. You acknowledge and warrant that when traveling abroad, it is your duty to verify whether in the country where you are traveling, the Services are prohibited, as it is also your duty to check the local laws and regulations in order to make sure that you are not in any breach. The list of countries where the App is available in Annex 2 of these Terms. It may be amended from time to time. Users who are located in restricted countries must refrain from downloading/using the App. 


The list of countries where the App is available in Annex 2 of these Terms. It may be amended from time to time. As previously indicated, the Company may make available the functions of the Fiat Assets at a different stage from when the App is made available in the country. Users who are located in restricted countries must refrain from downloading/using the App. 

7.6. Sanctions Lists



The App cannot be used by persons who are on any trade or economic sanctions lists, such as, but not limited to, ES-, EU-, CH- or United Nations Security Council Sanctions List.

7.7. Politically Exposed Persons


You must promptly notify Us if You are or have become a PEP within the thresholds of the Applicable Law or if You have a relative that is or has become a PEP within the thresholds of the Applicable Law.

  1. YOUR USER ACCOUNT


To register as a User, you must first download the App. In order to be able to access the App, You would need to include an e-mail address and your telephone number. 


In order to become a User of the Services, the User must provide the following Personal data: 

  1. Full legal name;
  2. E-mail address;
  3. Phone number;
  4. Place of residence;
  5. Answers to the Basic Suitability form;
  6. All Personal data required to complete the KYC Process (see Article 7.2. below).


By using and/or registering on the App you agree to:

  1. the content of these Terms, the Execution Only Mandate Agreement (Annex 6 and Annex 7 of these Terms) applicable to you, and of the Privacy Policy;
  2. review and understand the SwissBorg AML Policy, including to the anti-money laundering policy of the Representative Entity;
  3. provide true, accurate, current and complete Personal data as requested in the KYC Process; 
  4. maintain and promptly update the Personal data and any other information you provide to the Company, and to keep such information accurate, current and complete; 
  5. maintain the confidentiality of your passcode and other information related to the security of your Account;
  6. refrain from providing any wrong or misleading information in your User Account and/or during the KYC Process;  
  7. be fully responsible for all use of your User Account and for any action that takes place through your User Account; 
  8. not impersonate anybody by opening a false User Account;
  9. not use robots, scrappers or other tools to open Accounts or extract Personal data or information from the App.


In order to be able to use all the Services available on the App, you would be required to complete the entire KYC Process. You authorize the Company to use any Personal data or information provided in registering to verify your identity (including any updated information). 


You are obliged to notify the Company of any changes to your Personal data requested through the KYC Process immediately at the following email address support@swissborg.com. 


If You provide false or misleading Personal data or do not notify the Company of changes to your Personal data immediately, the Company reserves the right to terminate or suspend your User Account immediately and without notice to you or any liability of whatever nature. You understand and agree that You shall not circumvent or attempt to circumvent any Company's policy about your User status such as temporary or definitive suspensions or other type of access limitations or restrictions. The Company retains the right to cancel User Accounts that have been inactive for a long time or are considered to be misleading without prior notice to the User.


The Company reserves the right to reject any registration and to refuse Service to anyone for any reason, in its sole and absolute discretion, without any obligation to indemnify such Visitor. Any loss or compromise of your electronic device or security details may result in unauthorized access to the App by third-parties and the loss or theft of Assets held in your Wallet, including but not limited to your linked Bank Account. You hereby agree to consider your access credentials as confidential information, and you understand to not disclose such information to a third party.


You can use your Account on multiple electronic devices. It is therefore your sole responsibility to ensure that all the electronic devices used are properly secured and that unauthorized access to the App is not permitted. Any unauthorized access to the App on any electronic device by third-parties could result in the loss or theft of Assets held in your wallet, including but not limited to your linked Bank Account. You hereby agree to consider your access credentials as confidential information on any electronic device You use, and You understand to not disclose such information to any third party.


You hereby agree to consider your access credentials as confidential information on any electronic device you use, and you understand to not disclose such information to any third party.

8.1. Standard and Premium Account



You can choose to upgrade your Standard Account to a Premium Account by Staking a balance of CHSB Tokens it for a period of 12 months. You can choose to upgrade your User Account regardless of whether you were an ICO Contributor or not. 


If you were an ICO contributor, you can upgrade your Standard Account to Premium Account by Staking a balance of CHSB Tokens for a period of 12 months. IMPORTANT: To prove that You are an ICO contributor You need to register to the App using the same email address used when participating in ICO. 


After the 12 month period, the CHSB Tokens will remain Staked until You choose to unlock them. By no longer Staking the CHSB Tokens, You will lose the benefits offered to the Premium Account. In order to re-activate the SwissBorg, You will have to lock the CHSB Tokens for another 12 months.


The number of CHSB Tokens required to be locked in order to have the Premium Account may vary over time, at the Company’s sole discretion. The amount required to be Staked is subject to changes and We reserve the right to change this amount from time to time. We shall give You prior notification before making an amendment of such amounts. 


By Staking your CHSB Tokens, you are only locking up the CHSB Tokens for a determined period within your User Account. The Staked CHSB Tokens will not be sent to any other address controlled by the Company or any entity within the SwissBorg Group.


The User shall not be obliged to increase or decrease the amount of CHSB Tokens to be Staked depending on its price volatility over the twelve (12) month period. The Company does not have the right to use the CHSB Tokens which have been Staked by You. There will be no reward on the CHSB Tokens Staked by you regardless of the amount which shall be Staked by you.


The Company does not have the right to use the CHSB Tokens which have been Staked by You.

8.2. Loss of access



If You lose access to your User Account, We will be able under certain conditions to get back access to your User Account. The procedures outlined in the “Forgot?” toggle will need to be followed by You in order to regain access to the User Account.


You are solely responsible to safeguard your Paper Key. We do not store information related to your Paper Key and We do not have access to your Paper. If You lose your Paper key You won’t be able to retrieve your Account using the Paper Key. If You lose access to your User Account, we will be able under certain conditions to revert your User Account. The procedures outlined in the “Forgot?” toggle will need to be followed by You in order to regain access to the User Account.


  1. PORTFOLIO STATISTICS


We provide statistics in your User Account in order to provide You with a better understanding of your Assets, Withdrawals, profit/loss and the Processing Fees or Transaction Fees which are charged or may be charged. These statistics are provided for information purposes only. Although effort has been made to provide complete and accurate information, We make no warranties, express or implied, or representations as to the accuracy, completeness or reliability of content on these statistics. We assume no liability or responsibility for any error or omissions in the information contained herein. We may discontinue showing this information at any time without notice.


Notwithstanding that you are present in a country where the App has only Digital Assets available, you shall still be allowed to view the portfolio in your User Account by allowing for the “Fiat Assets” view. You can also set the Portfolio statistics view by default to have USDC as the base currency.


Any social-media posts, advertising material, video content, articles, blog posts as well as any content which is produced by the SwissBorg Group is purely informative and shall not serve as investment advice or as a personal recommendation to you. 


  1. FEES

10.1. Deposit, Transaction and Withdrawal fees



For more details regarding Transaction and Withdrawal fees please check https://swissborg.com/legal/wealth-app-fees.


By clicking “Confirm Exchange”, you are giving your consent for fees to be deducted by the Company for the Execution of an Order. 

10.2. Processing Fees



The Transaction Price shown in the App is the net of Processing Fees. Therefore the Processing Fees are charged for every transaction. 


  1. REWARDS (REFERRAL PROGRAM)


By referring the App to another individual (hereinafter the “Referred Person”), you and the Referred Person would be eligible to individually earn up to the equivalent of one hundred Euro (€100) in BTC. In order for you and the Referred Person to be eligible to win the Reward, the Referred Person would have to register as a User on the App and make an initial deposit which has the minimum equivalent value of fifty euro (€50). The amount received by you and the Referred Person individually shall be a random amount between the equivalence of €1 to €100 in BTC. The Company reserves the right to unilaterally terminate the referral program from time to time. You shall be duly notified when the referral program shall be terminated.


Please note that the Rewards (referral program) might not be available in your country. 


  1. SWISSBORG MATERIALS


Any materials that can be found on the App, including but not limited to the Daily Bitcoin Analysis, App Content including video materials or articles, are for informational purposes only. Although effort has been made to provide complete and accurate information, SwissBorg makes no warranties, express or implied, or representations as to the accuracy, completeness or reliability of content of any information provided. We assume no liability or responsibility for any error or omissions in the information contained herein.


Any analysis or statistic is purely informative and shall not serve as investment advice or as a personal recommendation to the User.


  1. INTELLECTUAL PROPERTY RIGHTS


The Company reserves all right, title and interest in its and any possible affiliates' Intellectual Property Rights in and to the Execution Interface, the App and/or the Services, the Company name, the domain names and the App Content. Intellectual Property Rights and all other proprietary rights in relation to the App content available on or through the App (including but not limited to the Execution Interface, software, mobile software, algorithms, codes, audio, video, text, animations, files, photographs designs, graphics, layouts, images, video, information and their selection and arrangement for the App, but excluding the Exchange API and software) are the exclusive property of the Company or its licensors. 


With regards to the App Content, our rights also include rights to (i) the App (ii) the Execution Interface (iii) the Services developed and provided by the Company; and (iv) all designs, layouts, software, displayed and technical information associated with the Services or the App. All Intellectual Property Rights in the App Content not expressly granted herein are reserved to the Company. All copyright and other proprietary notices shall be retained on all reproductions of the App Content. 


Any other use of the App Content, including but not limited to the distribution, reproduction, modification, the making available, the communication to the public, publicly performance, framing, downloading, displaying or transmission, in whole or in part, without the prior written consent of the Company is strictly prohibited. 


You may not derive or attempt to derive the source code of all or any portion of the App, Execution Interface, software or mobile software (hereinafter “Software”), permit any third party to derive or attempt to derive such source code, or reverse engineer, decompile, disassemble, or translate the Software or any part thereof.


The Company and its licensors own and shall retain all Intellectual Property Rights and other rights in and to the Software, and any changes, modifications or corrections thereto, subject to open source software used in relation to the App.


The Company, together with its licensors expressly reserve all Intellectual Property Rights in all text, programs, products, processes, technology, content, source code, object codes, layouts, and other materials, which appear on the App. 


Access to the Services does not confer and shall not be considered as conferring upon anyone any license under any third party's intellectual property rights. 


  1. LICENSE


Subject to strict compliance with these Terms and the User Agreement and for the purpose of using the App and benefiting from the Services, the Company grants you a limited, non-transferable, non-exclusive license, non-sublicenseable, revocable to:


  1. download, install and use one copy of the App in object code form only on a mobile device that you own or control;
  2. use and display the App Content on your computer screen or mobile devices, such as smartphones or tablets;
  3. place Assets onto your Wallet(s);
  4. access your User Account and/or to your Wallet(s);
  5. use the App, particularly the Execution Interface, for placing Order(s);
  6. using the App and benefiting from the Services in accordance with their intended purposes, subject to your strict compliance with these Terms, the User Agreement, Applicable Laws and any of Our policies;


(all together hereinafter referred to as the “License”).


We are constantly modifying and improving the App and/or our Services. We may at any time introduce new features, change existing features, or remove features from the App and/or Services at any time and without notice.

The License granted to you by the Company will automatically extend to any new feature or Service available on or through the App.


The License is granted to you subject to the payment of any Fees which the Company may impose whenever a Transaction is carried out by you. In the event that the Company, at its sole discretion, suspends or terminates the possibility of the User to make use of the App or Services, the License granted by the Company is immediately revoked without any reservation.


  1. REVIEWS, FEEDBACK & COMMENTS


If You provide Us with any feedback on or comments regarding the App and/or the Services, you grant the Company the right to use such feedback or comments for any purpose without restriction or payment to You.


Upon posting any reviews, comments or ratings on Google Play Store or the App Store, You hereby assign all your Intellectual Property Rights that may exist on your reviews to the Company.


You hereby irrevocably release the company from and waive all rights against the Company in respect of any liability arising out of or in connection with the publication of any defamatory, infringing or illegal reviews made by You or about You in such reviews. 


You agree to fully indemnify (including Court and attorney fees) and hold harmless the Company and its affiliates (and their respective employees, directors and representatives) against any claim or action brought by a third party, arising out of or in connection with any of the reviews left by you on Google Play Store or the App Store. Should you have any claim against any other User, you shall address such dispute directly to such User.


  1. PROHIBITED ACTIONS 


When using the App and/or the Services, You are prohibited from:

  1. disclosing your User Account login referentials. We will never ask you for your credentials by telephone or email;
  2. falsely stating or otherwise misrepresenting yourself;
  3. authorising third-parties from using your User Account. You should not authorise at any time a third-party to use your User Account. If, however you grant access to a third party, you are solely responsible for granting access to the App to any third parties and the consequences thereof;
  4. sharing the User Account with another individual or entity. At any time, you should refrain from disclosing your credentials to a third-party;
  5. copying, in whole or in part, any of the information on the App or App Content other than for the purposes contemplated by these Terms and the User Agreement;
  6. exploiting the Service or any part of it for any commercial purpose, including any advertisement for your own or any other person’s products and services;
  7. copying, adapting, modifying, performing reverse engineering, disassembling or decompiling any of the software underlying the App, including the Execution Interface;
  8. creating or maintaining any unauthorised connection to the App;
  9. disseminating, launching or using viruses, trojan horses, and other malware using the App; 
  10. using automated programs and scripts in particular, for the collection of the information on the other Users of the App;
  11. copying, modifying, distributing or selling any part of the Services;
  12. introducing any material that contains software viruses, malwares, ransomwares or spywares or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware, mobile devices or telecommunications equipment or any other technologies that may harm the App, the Services or the interests or property of the User or of the Company;
  13. introducing backdoor virus, which is known is a malicious code that exploits system flaws and vulnerabilities and is used to facilitate remote unauthorized access to a computer system or program;
  14. carrying out Permanent Denial of service  attacks (PDoS) attack which results in denying the Company or any Third Party-Service Providers;
  15. copying, modifying, distributing or selling any part of the Services and/or the App;
  16. you may not interfere or attempt to disrupt the Services and/or the App in any way.


You also warrant that You will not:


  1. copy the App, the App Content the Execution Interface or any part of the App;
  2. modify the whole or any part of the App or the Execution Interface, or permit it to be combined with, or become incorporated in any other programs, except as necessary to use the App on devices as permitted in these Terms;
  3. attempt to reverse engineer the App (except as permitted by law) or the Execution Interface;
  4. use the App in any unlawful manner or for any unlawful purpose, including but not limited to illegal gambling, money laundering, fraud, blackmail, extortion, for illicit Transactions or activities, ransoming data or the financing of terrorism, or other violent activities;
  5. use the App in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other Users; or
  6. collect or harvest any information or Personal data from the App or our systems or attempt to decipher any transmissions to or from the servers running the App and/or storing the Personal Data.


If You breach any of these conditions, representations and warranties under these Terms or the Applicable Laws, We may terminate your use of the App and take legal actions under the Applicable Laws and these Terms.


  1. FRAUD DETECTION


You must notify us immediately if you suspect or become aware of any fraud or unauthorized use of your User Account or any other breach of security by sending us an e-mail at support@swissborg.com


Upon receipt of written notice from You that the security of your User Account has been compromised, the Company will take reasonable steps to protect your User Account, including, for example, to prohibit actions initiated by the compromised User Account until your User Account is not frozen anymore or other security feature is activated.

The Company is entitled to accept and rely on Orders, authorisations, instructions and any other actions coming from your User Account before you warn us that your User Account has been compromised.


If You share your mobile device with others, the Company will not be liable for any loss that You may incur as a result of someone else using your User Account with or without your knowledge.


The Company will ensure all Personal data or any form of data which is subject to the Privacy Policy that the Third-Party Service Providers request to be provided, including those needed for fraud checks, are provided to the Third-Party Service Providers with each Transaction submitted for processing.


You hereby agree to provide the Company upon the first request with all data requested by the Company for processing your Transaction. All Transactions processed by the Third-Party Service Providers will be screened and a number of checks on the Transactions will be done by the Third-Party Service Providers.


  1. ORDER CANCELLATION AND REFUNDS 


Once an Order is placed by the User through the Execution Interface and subsequently executed, the User is not entitled to cancellations or Refunds. Through the operation of the Execution Interface and whenever instructed to do so by any national authority, Relevant Authority, national agency or any self-regulatory organization or if after internal assessment, We deem that a Transaction is being made with the intention to circumvent anti-money laundering or funding of terrorism laws, the Company shall take immediate action in cancelling, freezing or reversing any Transaction depending on the Applicable Laws. 


You understand and accept that any Transactions involving Digital Assets are not reversible. Distributed ledger technology does not allow for the reversal, deletion, removal or amendment of any Transactions which will be recorded. 


Through the operation of the Execution Interface, the Company also reserves the right to cancel an Order if the conditions of these Terms or the User Agreement are not respected by You. You hereby agree not to unduly oppose any payments processed through the Third-Party Service Providers. Should You unduly oppose to payments processed through the Third-Party Service Providers, You hereby agree to indemnify and hold the Company free from all direct and indirect damages and/or fees (including chargeback fees, attorneys and court fees) incurred by such undue opposition.                                                                                                                                                                                                                                                                                                                                                                                                                                                         

 

We reserve the right to cancel any TRANSACTION affected by such circumstances WITHOUT ANY OBLIGATION TO INDEMNIFY USERS.                                                                                                                                                                                                                                                                                                                                                                                                                              

 

  1. NON-CIRCUMVENTION 


By using the App and/or the Services, You take the full commitment and warrant that You will not: 

(a) use the information, material available on the App and the App Content for competing, directly or indirectly, with the Company;

(b) manipulate our billing process in order to appropriate fees owed to the Company;

(c) re-sell, deep-link, use, copy, monitor (e.g. scrape), display, download or reproduce any content or information, software or Services available on the App for any commercial or competitive activity or purpose;

(d) use any robot, spider, web scraper, other automated device, or manual process to monitor, extract or copy any content from the Company. 


Should You do so, please be informed that You may be irrevocably banned from using the Services and the Company reserves to claim for damages and/or to request injunctions.


  1. TAXES


You are aware and accept that We do not provide any legal or tax advice. You are responsible for your compliance with any tax laws, regulations and guidelines which affect the Transactions which You carry out through the Execution Interface. We are not responsible for the verification of your taxation/fiscal integrity. If You are unaware of your fiscal obligations, if need be, You will seek the advice of a lawyer or tax expert. 


  1. ELECTRONIC COMMUNICATIONS


When You use the App and the Services, or send emails to the Company, You are communicating with Us electronically. When sending Us emails, You need to use your correct email address. The Company is not responsible or liable for any wrong or misspelled email address or inaccurate or wrong Personal data submitted to the Company.


By using the App, You agree to receive electronically any communications related to your use of the Services and/or the App, including emails by the Company regarding reduction of Fees for the use of the App. We will communicate with You by email or by posting notices on the App. You agree that all agreements, notices, disclosures and other communications that are provided to you electronically satisfy any legal requirement that such communications be in writing.  All notices from Us intended for receipt by You shall be deemed delivered and effective when sent to the email address You provide using the Services for your User Account.


  1. TRADEMARKS


Company’s names and logos and all related product and service names, design marks and slogans are the trademarks or service marks of the Company or its licensors. No trademark or service mark license is granted in connection with the materials contained on the Services. Access to the Services does not authorize anyone to use any name, logo or mark in any manner whatsoever.


"SwissBorg®" is a registered trademark as a name and logo and www.swissborg.com a domain name owned by the Company. The trademark "SwissBorg®" together with the other graphics, logos, layouts, designs, page headers, button icons, scripts and service names on the App are the trademarks or trade dress of the Company (hereinafter the "Trademarks"). 


You may not use the Trademarks, including as part of domain names, in connection with any product or service in any manner that is likely to cause confusion or create the impression that the Company endorses any product or service. You may not reproduce or use the Trademarks without the prior written permission of the Company.


Any goodwill accruing out of the use of the Company's and the Trademarks, trade and business names and service marks will vest in the Company and its affiliates, as the case may be.


  1. RISK DISCLOSURE


You shall assume responsibility for any of the Risks listed in these Terms and any other risks, assumptions and decisions involved.


  1. Volatility Risks and Financial Losses


By using this App, You acknowledge and understand the purpose and complexity of Digital Assets markets any systems based on distributed ledger technology, how their storage is carried out and how they are transmitted and how its full framework are significant and sufficient, and you shall assume responsibility for any of the Risks listed in these Terms and any other risks, assumptions and decisions involved.


You should ensure that You have appropriate financial resources to request for the Execution of Orders, and that You have the ability to bear any losses that may arise from your trading activity. You should not rely on being able to generate profits in order to pay down or relinquish any credit or financing You might have entered into. You acknowledge that the Company does not provide any financial advice or any form of advice in relation to the Transactions you intend to execute.


You are also aware that the market may be highly volatile. Such volatility could be caused not only by the Company's operational performance or other events involving the Company and/or its Users, or competitors, but also by changes in general conditions in the economy or the financial markets, and the fintech industry in particular.


As a result of such fluctuations, You are also aware that the Digital Assets and/or Fiat Assets which You purchase may not retain the same Transaction Price or above that Transaction Price and important losses may be incurred with potentially no profit or return.


The Market Price of Digital Assets, and/or Fiat Assets which appear in your Wallet or which you intend to execute a Transaction for are subject to various factors of price volatility which include, but are not limited to: (i) actual or anticipated fluctuations in the financial condition of the market; (ii) market expectations for the financial performance of Digital Assets and/or Fiat Assets; (iii) the perception of the success and impact of Digital Assets,  and/or Fiat Assets; (iv) the entrance of new individuals within the market, who may enter through other mediums and not necessarily from the App; (v) new products in the markets of the Company; (v) actual or anticipated sales of the Digital Assets and/or Fiat Assets; (vi) the (il)liquidity of the market for Digital Assets and/or Fiat Assets; (vii) new laws or regulations or changes in interpretations of existing laws and regulations affecting the Digital Assets market and/or Fiat Assets market (viii) general market and economic conditions; (ix) confidence in the Fintech industry and/or in distributed ledger technology and/or in Digital Assets and/or Fiat Assets market; (x) expiration of any lock-up undertakings related to the Digital Assets, CHSB Tokens and/or Fiat Assets offered on Exchanges to which the Execution Interface is interfaced; (xi) expiration of the twelve (12) month period for not using Rewards earned in the Community App; (xi) announcements of developments related to the Company's business; (xii) local market conditions; (xiii) the absence of secondary market or demand for Assets; (xiv) the termination of the obligatory Staking period for the benefits incurred by a Premium Account.


The Company does not provide, nor can it control, the prices for the Assets for which Orders may be executed on the Wealth App. The Market Price of the Digital Assets and/or Fiat Assets is influenced by a broad array of factors and can change rapidly and unexpectedly, meaning the value of those Digital Assets and/or Fiat Assets, and your related profits and losses on your Assets, can also change rapidly and unexpectedly. Amongst other things, prices of Digital Assets and/or Fiat Assets can be subject to gapping (where the price of the Digital Assets and/or Fiat Assets opens significantly above or below the previous day’s closing price) and slippage (where the price an Digital Assets and/or Fiat Assets is executed at is different to the price to that which was quoted at the time the Order was submitted), especially in periods of market volatility.


Market Price and volume fluctuations are often experienced with regards to Digital Assets and/or Fiat Assets. Such fluctuations as well as the economic situation of the financial markets may have a significant negative effect on the value of Digital Assets and/or Fiat Assets, regardless of the operating results and the financial position of the Company. Fluctuations in the Market Price of Digital Assets and/or Fiat Assets may result in a negative impact on the Digital Assets and/or Fiat Assets offered by the Exchanges interfaced to the Execution Interface.


  1. Risks related to Exchanges and Price Volatility Risks


The Company cannot ensure that an active and liquid trading market for Digital Assets and/or Fiat Assets will exist and that the Market Prices presented for Digital Assets and/or Fiat Assets on Exchanges interfaced with the Execution Interface will not decline. The liquidity of any Exchange will depend on the number of purchasers and sellers, the market for similar instruments, the market capitulation of the Digital Assets and the availability of the Fiat Assets and other factors beyond the Company's control.


By using the App, You acknowledge and understand the purpose and complexity of Digital Assets and/or Fiat Assets. You also acknowledge and understand that any systems based on distributed ledger technology, how their storage is carried out, how they are transmitted as well as the and full framework are significant and sufficient, and the tradability of Assets requires them to be traded on an Exchange. The Company cannot guarantee for the listings on Exchanges. In case of a listing on an Exchange, Digital Assets and/or Fiat Assets could be subject to considerable fluctuations in value and Market Price and that the Digital Assets and/or Fiat Assets can therefore also exhibit increased or high volatility. 


This also concerns the future development of the Digital Assets and/or Fiat Assets and the exchange rate at which the Digital Assets and/or Fiat Assets could possibly be exchanged into other Digital Assets, and/or Fiat Assets in the future. A forecast of the future performance of the Digital Assets and/or Fiat Assets or market liquidity is therefore not possible to be given and shall not appear on the App. 


However, there is an indication of the trends with which You Execute Orders. You shall be responsible for the interpretation which results in You carrying out a Transaction. In particular, no statements will be made regarding how much liquidity is available or could become available for the Digital Assets. As a consequence, there can be no assurance (i) that liquidity on the Exchange will develop or continue after the Transaction, (ii) that the Market Price of the Digital Assets exhibited by Exchanges will not decline below the Transaction Price or that (iii) other individuals in the market will be able to sell their Digital Assets quickly. You are solely responsible for the Orders you pass through the App and the Execution Interface.


The Transaction Price may not be indicative of the Market Price of the Digital Assets and/or Fiat Assets after completion of the Transaction. The Market Price exhibited on the Exchanges to which the Execution Interface is interfaced will depend upon several factors which are beyond the Company's control. These factors include, but are not limited to: market expectation of Digital Assets or Fiat Asset’s performance or financial condition; fluctuations in the financial positions or operating results; general market and economic conditions; announcements by foundations or companies have launched the Digital Assets, their business, their customers and their suppliers and any other secondary markets which are not interfaced to the Execution Interface as well as the Market Price of BTC and other Digital Assets.


Further, developments in, and changes to recommendations by analysts regarding the Digital Assets and/or Fiat Assets market may also affect the Market Price of Digital Assets and/or Fiat Assets. Any such market fluctuations may adversely affect the Market Price of Digital Assets and/or Fiat Assets. 


It is unclear, according to the current state of the law and case law, whether and to which extent the transfer of Digital Assets will be treated under the law of the country from where the Digital Asset is launched. Therefore, the User acknowledges that activity which was deemed to be legal in a country where the Services are offered may be deemed to be illegal upon a change of law or due to the introduction of a directive, guideline or regulation from a governmental authority.

You have the sole responsibility of monitoring the value of the Assets you hold and you should ensure that you can access the App on an ongoing basis so as to do this.


By using the App, You hereby understand and acknowledge that any Assets that You place on your User Account could be held on any of the Exchanges presented in Annex 2 below. You hereby acknowledge and understand the risks associated with holding Assets on an Exchange. You hereby accept and understand that by using the app You can potentially lose all of your Assets.


The Company cannot give any assurance that the Digital Assets which are available on the Exchanges are either originating or have been mined within a country which is sanctioned or black-listed by FATF or if the origins of the funds with which the Digital Assets were initially purchased before being available on the Exchange are illicit funds which originate from money laundering. The User cannot hold the Company liable for any losses or damages which may arise from any proceedings against the User who owns Digital Assets which either originate from sanctioned or black-listed countries or which were purchased using illicit funds before being made available on the Exchanges.


  1. Liquidity Risks


The Fiat Assets or Digital Assets made available on the Exchanges which are interfaced with the Execution Interface are all admitted to trading, and in the event that You wish to execute a Transaction, it is not guaranteed that there will be enough demand to carry out the Transaction. In some circumstances, such as instances of market volatility or where any Exchange has been suspended or otherwise restricted, it could also not be possible to carry out the Transactions within the App.


  1. Risks related to Profile Statistics


These Risks are related to information provided on the App regarding your Assets and includes, but is not limited to, financial market data, quotes, news, analyst opinions and research reports, graphs or data and Daily Bitcoin Analysis. The information provided by us on the App Content or Website Content is not intended as advice. The Company does not endorse or approve the information and we make it available to you only as a service for your own convenience. The Company and its Third-Party Service Providers do not guarantee the accuracy, timeliness, completeness or correct sequencing of any of the App Content or Website Content or warrant any results from your use or reliance on the information.


Any information may quickly become unreliable for various reasons including, for example, changes in market conditions or economic circumstances. Neither the Company nor the Third-Party Service Providers or Exchanges have an obligation towards the User to update any information or opinions or Market Prices. 


  1. Cyber security attacks


The Company cannot warrant that there will be no threats or security risks or hacks to the App, the Software, the Exchanges, the servers within the Company which operate the App or the Execution Interface, the storage wallets of the Digital Asset Custodian as well as any hacks or security risks to the Fiat Custodian within the App. The Company cannot warrant that there will not be interruptions to the Service due to failures of Exchanges which are interfaced to the Execution Interface, due to the failure of the operations of the Fiat Custodian or due to the failure of the operations of the Digital Asset Custodian.


Code cracking or technical advances such as the development of quantum computers, could present a risk for all distributed ledger technology. This could result in the theft, loss, disappearance, destruction or devaluation of Digital Assets.


The source code underlying the App, the Execution Interface, the Exchanges to which the Execution Interface is interfaced and the source code underlying the Digital Asset could be updated, amended, altered or modified from time to time. There can be no guarantee that such update, amendment, alteration or modification will not adversely affect the functionality of the Digital Asset.


Changes to the protocol, source code or the distributed ledger technology and smart contract technology underlying the Digital Assets may result in the development of updates or parallel chains (so-called "hard forks") when some of the nodes that are validating transactions on the basis of the old version of the protocol, while other nodes are validating transactions on the basis of the new protocol. The Company may, in this event, freeze the exchanging of the Digital Assets which are affected by this change in technology until the User has decided as to which version of the protocol it will support. The Company may choose to not allow Transactions for a Digital Asset which underwent a hard fork.


In the event of such a freeze, the User will not be able to perform any Transaction related to this Digital Asset. Such a freeze may occur after the hard fork has started to take effect. This could lead to significant uncertainties as to the Market Price of Digital Assets which has been transferred immediately before the freeze has been implemented. Hackers or other groups or organizations may also attempt to interfere with Wallets managed by the Digital Asset Custodian and Fiat Custodian through sybil attacks, phishing, spoofing, smurfing, malware attacks or consensus-based attacks. 


It is important to understand these risks due to the fact that the Company does not hold the Assets itself.


ALSO, BY USING THE APP, YOU HEREBY UNDERSTAND AND ACKNOWLEDGE THAT ANY ASSETS THAT YOU PLACE ON YOUR USER ACCOUNT COULD BE HELD ON ANY OF THE EXCHANGES PRESENTED IN ANNEX 4 BELOW OR WITH A THIRD-PARTY SERVICE PROVIDER. BY USING THE APP, YOU HEREBY UNDERSTAND AND ACKNOWLEDGE THAT YOUR ASSETS COULD BE AT A RISK BECAUSE OF HACKS OR SECURITY RISKS, WHICH COULD RESULT IN A THEFT OR LOSS OF YOUR ASSETS.


  1. Legal risks


Generally, the regulation related to the operation of the App and the Execution Interface embedded into the App, as well as the regulation of Digital Assets, Exchanges is generally undeveloped and likely to rapidly evolve. These foregoing regulations can also vary significantly among international jurisdictions. Such regulations are therefore subject to significant uncertainty. 


To the extent that a domestic government or quasi-governmental agency exerts regulatory authority, a Digital Asset may be materially and adversely affected. Digital Assets also face an uncertain regulatory landscape in many jurisdictions. Various jurisdictions may, soon, adopt laws, regulations or directives that affect Digital Assets. Such laws, regulations or directives may conflict with the Company’s current understanding of the legal landscape or may directly and negatively impact the Company’s Services. The effect of any future regulatory change is impossible to predict, but such change could be substantial and materially adverse to the development and growth of the Company.


New or changing laws and regulations or interpretations of existing laws and regulations in various jurisdictions may materially and adversely impact the value of the Digital Asset, the liquidity of the Digital Assets, the ability to access marketplaces or exchanges on which to trade the Digital Assets, and the structure, rights and transferability of Digital Assets or exchanges.


Future changes in national and international laws and other regulations may affect the Company’s operations and/or the way the App operates and/or the availability of the Services. The Company acknowledges that is exposed to national laws and cross-border legislation embodied in laws and directives in the areas of tax, anti-money laundering and financial services. Further, it cannot be excluded that changes in the regulatory environment will adversely affect the App and/or the provision of the Services.


The Company does not exclude the possibility that the Fiat Assets and/or Digital Assets placed by you at the Fiat Custodian and/or the Digital Assets Custodian are returned back to your External Wallet or Bank Account. The Third-Party Service Providers have their own internal anti-money laundering policies and procedures which are applicable to any Assets which are available on your User Account. Therefore, even though these Assets are accepted through the SwissBorg Wealth App and subject to SwissBorg’s AML Policy, you are also aware that there is the possibility that your Assets might be refused by the Third-Party Service Providers. 


  1. Reputational risks


A reputational risk of Digital Assets due to the wrongful behavior of some actors in this field cannot be excluded by the Company. The materialization of such risk may have a negative impact on the Market Price of Digital Assets.


  1. Misrepresentation Risks


Digital Assets which are launched on an Exchange are usually supported by a white paper or prospectus, depending on whether the Digital Asset is considered to be a payment token, an asset token or a utility token. The content of the white paper or the prospectus is the responsibility of the entity or foundation which issues the Digital Asset. 


The Company does not assume responsibility for information within the whitepaper or prospectus which explains the purposes, scope or intent of a third-party when launching a Digital Asset within an Exchange. If the Digital Asset is available on any of the Exchanges to which the Execution Interface is connected, the User accepts and warrants that he/she will not hold the Company liable for any misrepresentation of information or inaccuracies which are present in the Whitepaper or Prospectus of a Digital Asset. 


  1. Service Provided “AS IS” and Release Of Claims


THE SERVICES ON THE APP ARE PROVIDED "AS IS" AND "AS AVAILABLE". 


TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, IN RELATION TO THE SERVICES ON THE APP AND THE TRANSACTIONS IT EXECUTES ON BEHALF OF THE USER AND BASED ON THE ORDERS GIVEN BY THE USER. 


IN ADDITION, THE COMPANY MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, OR AVAILABILITY OF THE SERVICES, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. THE COMPANY DOES NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR ABILITY OF THE SERVICES AND/OR THE APP AND/OR THE TRANSACTION EXECUTED THROUGH THE EXECUTION INTERFACE ON BEHALF OF THE USER. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICES AND TRANSACTIONS CARRIED OUT ON YOUR BEHALF REMAINS SOLELY WITH YOU.


YOU AGREE THAT NEITHER THE COMPANY NOR ITS AFFILIATES NOR THIRD-PARTY SERVICE PROVIDERS IS/ARE RESPONSIBLE FOR THE FITNESS OR CONDUCT OF ANY USER OR FOR ANY SERVICE PROVIDED BY ANY USER OR FOR THE TRANSACTIONS WHICH ARE EXECUTED ON YOUR BEHALF AND BASED ON THE ORDERS WHICH YOU PLACE ON THE APP. NEITHER THE COMPANY NOR ITS AFFILIATES WILL BE LIABLE FOR ANY CLAIM OR DAMAGE ARISING IN CONNECTION WITH THE ACTS OR OMISSIONS OF ANY USER OR SERVICE AVAILABLE ON THE APP.


Any warranty, condition or other term arising out of or in connection with the Services or the Execution of Orders by the Company which might otherwise be implied into or incorporated into these Terms by statute, common law, laws applicable in the country where the Services or Execution of Orders by the Company are used or otherwise (including without limitation any implied term as to quality, fitness for purpose, reasonable care and skill) is hereby expressly excluded. 


If You have a dispute with one or more User(s), You agree to release the Company and/or its Third-Party Service Providers (including our affiliates, and each of our respective officers, directors, employees, agents, shareholders, retail partners, licensors, and suppliers) from any claims, demands and damages of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected to such disputes.


  1. DOWNTIME


Since most of the Services are web-based, they might be subject to temporary downtime. From time to time we also update or maintain the App, which will result in the App not being available for a certain period of time. We do not warrant that the App and the Services operate uninterrupted or error free. We also do not warrant that the Fiat Custodian and/or the Digital Asset Custodian do not operate uninterrupted or error free.  We are not responsible for any damages or losses suffered by you as a result of any failure or interruption of the App, suspension of your access to the App, including any damage occurring as a direct or indirect result of a missed Transaction. 


  1. USER RESPONSIBLE TO UPDATE


You acknowledge that when We perform an update to the App, You would be required or asked to update the version of the App which is available on your device. We strongly recommend You to perform these updates immediately due to the fact that these updates might contain security patches, new services or availabilities which are not available on older versions. We are not responsible for any damages or losses suffered by you as a result of your failure to perform an update of the App.


  1. CUSTOMER SUPPORT AGENT


In the event that You should have any difficulties, a customer support service is available for You to make contact with one of our Support Agents. Any information or Personal data which is handled by the Support Agent shall be collected and processed in line with the Privacy Policy and with the Company’s internal customer complaint procedures. 

 

  1. LIMITATION OF LIABILITY


These Terms set out the full extent of our obligations and liabilities with respect to the Services and the provision of the App. 


THE COMPANY CANNOT BE HELD RESPONSIBLE OR LIABLE IN ANY WAY FOR INACCURATE OR MISLEADING OR IN ANY OTHER MANNER DECEPTIVE INFORMATION WHICH IS NOT PROVIDED DIRECTLY BY THE COMPANY.


THE COMPANY CANNOT BE HELD RESPONSIBLE OR LIABLE FOR ANY ERRORS (INCLUDING MANIFEST AND TYPOGRAPHICAL ERRORS), ANY INTERRUPTIONS (WHETHER DUE TO ANY (TEMPORARY AND/OR PARTIAL) BREAKDOWN, REPAIR, UPGRADE OR MAINTENANCE OF THE SERVICES) OR OTHERWISE, INACCURATE, MISLEADING OR UNTRUE INFORMATION OR NON-DELIVERY OF INFORMATION. EACH USER REMAINS RESPONSIBLE AT ALL TIMES FOR THE ACCURACY, COMPLETENESS AND CORRECTNESS OF THE (DESCRIPTIVE) INFORMATION (INCLUDING, AVAILABILITY AND ANY PERSONAL DATA OR OTHER INFORMATION) DISPLAYED ON OR THROUGH THE APP. 


THE APP, ALONG WITH THE UNDERLYING EXECUTION INTERFACE, REQUIRES A WIFI OR INTERNET CONNECTION (THROUGH MOBILE DATA) IN ORDER TO FUNCTION. THEREFORE, THE USER SHALL NOT HOLD THE COMPANY LIABLE OR RESPONSIBLE FOR ANY DAMAGES OR LOSSES WHICH MAY ARISE FROM THE FACT THAT THE USER DOES NOT HAVE SUFFICIENT WIFI OR INTERNET CONNECTION IN ORDER FOR THE APP AND/OR THE UNDERLYING EXECUTION INTERFACE TO FUNCTION PROPERLY.


YOU HEREBY IRREVOCABLY RELEASE THE COMPANY (AND ITS OFFICERS, DIRECTORS, AFFILIATES, EMPLOYEES AND AGENTS) FROM ANY DAMAGES OR CLAIMS (INCLUDING CONSEQUENTIAL AND INCIDENTAL DAMAGES) OF EVERY KIND OR NATURE, SUSPECTED AND UNSUSPECTED, KNOWN AND UNKNOWN, AND DISCLOSED OR UNDISCLOSED, ARISING OUT OF THE USER’S INTERACTION WITH THE EXECUTION INTERFACE AND/OR THE APP AND THE TRANSACTIONS WHICH YOU INSTRUCT THE COMPANY TO CARRY OUT ON YOUR BEHALF.


TO THE EXTENT PERMITTED BY LAW, THE COMPANY HEREBY EXCLUDES: (I) ALL CONDITIONS, WARRANTIES AND OTHER TERMS WHICH MIGHT OTHERWISE BE IMPLIED BY STATUTE, COMMON LAW OR THE LAW OF EQUITY; AND (II) ANY LIABILITY FOR ANY DIRECT, INDIRECT, PUNITIVE OR CONSEQUENTIAL LOSS OR DAMAGE (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR DELETION, CORRUPTION, LOSS OF DATA, LOSS OF PROGRAMS, LOSS OF INCOME, PROFIT OR REVENUE; LOSS OF BUSINESS; LOSS OF PROFITS; LOSS OF ANTICIPATED SAVINGS; LOSS OF GOODWILL, USER INSATISFACTION, FAILURE TO STORE ANY INFORMATION OR OTHER CONTENT MAINTAINED OR TRANSMITTED BY THE SERVICES, SERVICE INTERRUPTIONS, WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE, INCURRED BY ANY USER IN CONNECTION WITH THE APP, THE SERVICES, THE EXECUTION INTERFACE WITHIN THE APP ON THE APP OR THESE TERMS.


THE COMPANY WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, EXEMPLARY AND/OR CONSEQUENTIAL DAMAGES ARISING OUT OF YOUR USE OF THE APP, THE SERVICES AND THE EXECUTION INTERFACE WITHIN THE APP. THE COMPANY WILL NOT BE LIABLE FOR THE QUALITY OF THE Digital Assets WHICH MAY BE PURCHASED ON THE EXCHANGES CONNECTED TO THE EXECUTION INTERFACE. THE USER SHALL NOT HOLD THE COMPANY LIABLE OR RESPONSIBLE FOR ANY Digital Assets PURCHASED ON THE EXCHANGES CONNECTED TO THE EXECUTION INTERFACE WHICH ARE TAINTED WITH FUNDS ORIGINATING FROM MONEY LAUNDERING. THE COMPANY WILL NOT BE LIABLE FOR THE NON-COMPLIANCE OF THE USER WITH ANY LAWS GOVERNING HIS OR HER ACTIVITY ON THE APP. 


THE COMPANY WILL NOT BE LIABLE IN ANY WAY IF THE SERVICES MADE AVAILABLE ON THE APP ARE NOT AVAILABLE. THE COMPANY WILL NOT BE LIABLE FOR ANY ADVERTISEMENT MADE IN RELATION TO THE SERVICES MADE AVAILABLE ON OR THROUGH THE APP.


THE COMPANY IS NOT LIABLE FOR (PARTIAL) INTERRUPTIONS TO AND DOWNTIME OR SYSTEM FAILURE OF THE SERVICES DUE TO REPAIR, MAINTENANCE OR UPDATE WORK OR FOR OTHER REASONS THAT IT CANNOT DIRECTLY CONTROL INCLUDING BUT NOT LIMITED TO HACKS OR THAT ONLY IMPEDE USE OF THE SERVICES, EXCHANGES OR THIRD PARTY SERVICE PROVIDERS TO ANY NEGLIGIBLE EXTENT, WHETHER FORESEEABLE OR UNFORESEEABLE. THIS PROVISION APPLIES TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. 

 

IN AUSTRIA, THE COMPANY’S LIABILITY FOR SLIGHT NEGLIGENT BREACH OF MATERIAL CONTRACTUAL OBLIGATIONS SHALL BE LIMITED TO THE AMOUNT OF THE DAMAGE TYPICALLY FORESEEABLE AT THE TIME OF THE CONCLUSION OF THE CONTRACT. “MATERIAL CONTRACTUAL OBLIGATIONS” ARE THOSE OBLIGATIONS WHICH PUT THE USER INTO EXACTLY THIS LEGAL POSITION TO WHICH HE SHALL BE ENTITLED PURSUANT TO CONTENTS AND PURPOSE OF THE CONTRACTUAL TERMS AS WELL AS SUCH OBLIGATIONS, WHOSE PERFORMANCE ONLY WILL MAKE POSSIBLE PROPER PERFORMANCE OF THE CONTRACT AND ON WHOSE FULL COMPLIANCE THE USER REGULARLY RELIES AND IS ENTITLED TO RELY.


IN ANY EVENT, THE COMPANY, AND ITS AFFILIATES, WILL NOT BE LIABLE FOR AGGREGATE LIABILITY FOR ANY CLAIMS RELATING TO THE SERVICES OR ANY TRANSACTION, ANY LOSSES WHICH MIGHT BE INCURRED BY YOU DUE TO PRICE FLUCTUATION WHETHER IN TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, MORE THAN THE VALUE OF THE RELEVANT TRANSACTION.

THE COMPANY IS NOT LIABLE OR RESPONSIBLE FOR THE REMITTANCE, COLLECTION, WITHHOLDING OR PAYMENT OF THE RELEVANT TAXES DUE ON Digital Assets YOU PURCHASE OR CONVERT TO THE RELEVANT TAX AUTHORITIES. YOU UNDERSTAND AND AGREE THAT BY FILING ANY CLAIM MORE THAN THIRTY (30) AFTER THE DISCOVERY OF THE ALLEGED LIABILITY, YOU WILL BE DEEMED TO HAVE FORFEITED YOUR RIGHTS. ANY SUCH CLAIM SHALL BE TIME-BARRED.


  1. FORCE MAJEURE


The Company cannot accept responsibility for any damage, loss, delay, or inconvenience caused to the User by circumstances beyond our reasonable control. Such circumstances, include but are not limited to:

  1. act of war or threat of war; or
  2. riots, civil strife, or terrorist activity; or
  3. industrial disputes, natural or nuclear disasters; or
  4. fire, airport closures, bad weather conditions; or

interruption or failure of a utility service including lack of electricity; or 

  1. the acts of any local or national government such as an imposition of economic sanctions; or
  2. cyber-terrorism, cyber-attacks, hacking, bugs; or
  3. nuclear disaster or explosion;
  4. any epidemic or pandemic which may impact directly or indirectly the employees responsible for carrying out the operation of the Services; or 
  5. instances where the possibility to carry out the Services are materially and adversely affected under the Terms, even though all reasonable precautions, due care and reasonable alternative measures to avoid these instances have been taken to diminish the inability to perform such Services.


  1. INDEMNIFICATION


You agree to defend, indemnify and hold harmless the Company and its parent company with their respective shareholders, officers, directors, employees, agents (each, an "Indemnified Party") from and against any losses, claims, actions, costs, damages, penalties, fines and expenses, including without limitation attorneys' and experts’ fees and expenses, that may be incurred by an Indemnified Party arising out of, relating to or resulting from your unauthorized use of the or from any breach by you of these Terms, the Privacy Policy and the SwissBorg’s AML Policy including without limitation any actual or alleged violation of any law, rule or regulation.


  1. LINKS


Links on the App to other companies’ (third-party providers’) websites, are solely provided in the User’s interest. The Company has no influence on the content of third-party providers’ websites. The Company therefore cannot assume any guarantee for the accuracy, completeness or safety of this third-party content.

 

  1. ENTIRE AGREEMENT & SEVERABILITY


These Terms, the Privacy Policy and the applicable policies (including the SwissBorg’s AML Policy), subject to any amendments, shall constitute the entire agreement between You and the Company with respect to the Services including the App and the Execution Interface. If any provision of these Terms are found to be invalid by a court or competent jurisdiction, that provision only will be limited to the minimum extent necessary and the remaining provisions will remain in full force and effect.


  1. TERMINATION


You may terminate your account and stop using the Services at any time and without notice to the Company. Similarly, You can terminate these Terms along with the User Agreement, the access to the Services at any time without notice or Court order. 


The Company may terminate or suspend your User Account or ability to use the Service, in whole or in part, in the event that (i) you violate these Terms or the User Agreement or violate any other rules that govern the use of the Services, including policies, (ii) your conduct may harm the Company, Users or others or cause the Company or others to incur liability, (iii) your User Account or Orders have been used for or suspected to be used for illegal, fraudulent or malicious activities or (iv) the Company receives a freezing order, stop order, directive, or any form of order from any judicial body, national authority or governmental authority or governmental agency which is directed towards any account registered under your name or (iv) as otherwise determined by the Company in its sole discretion.


You may retrieve your Assets within ten (10) days from the notification of termination of your User Account. Any Personal data, along with any copies, shall be deleted subject to any obligatory retention periods which may arise from the Applicable Laws. The Company and the SwissBorg Group does not warrant and guarantee that Personal data which is publically available online and/or on search engines will be deleted.


The Company may modify and adapt the Services, and all App Content and other items used or contained in the Service, at any time without any obligation to indemnify you..


The Company is entitled at any time to delete your User account and block your access to the App in the event it considers that your use of the Services does not fully comply with these Terms of Use or with any Applicable Laws.


In any case, the Company reserves the right to terminate Service of anyone at any time without notice for any reason. Your access to, use of, or participation in the Service, including any content therein, may be prevented by the Company at any time after your termination of your User account. 


Notwithstanding such termination, You agree that you will continue to be subject to the obligations which, by their nature, survive such termination or suspension, including the obligations relating to Intellectual Property Rights and conservation of certain information for a certain period of time.


With regards to Swiss Users, the Execution-only Mandate Agreement shall also automatically terminate if this section is enforced by the Company and/or by the Swiss User.


  1. RESERVATION OF RIGHTS


The Company retains the right to, in its sole discretion, immediately terminate any User Account, prevent or restrict access to the Services; or take any other action to restrict access to the App or Execution Interface. The Company reserves the right and has absolute discretion but not an obligation, to remove, screen or edit any content that violates these provisions or is otherwise objectionable. The Company reserves the right to refuse or terminate a User Account if You are otherwise making inappropriate use of your domain name. In any such case, the Company shall duly inform You with a reason why it exercised the right set out in this Section 33. The Company shall proceed to return the Assets to You, unless the right set out in this section of the Terms was exercised by the Company due to any illicit activity which contravenes any anti-money laundering laws and thereby triggers the Company’s obligation to freeze the Assets until further notice.


  1. NO WAIVER


The Company’s failure to enforce a provision of these Terms does not constitute a waiver of its right to do so in the future with respect to that provision, any other provision, or these Terms as a whole.


  1. MODIFICATIONS


The Company reserves the right to make any changes to these Terms at any time, as the Company deems necessary or desirable. If We make any material changes, We will notify You, when possible, by email, prior to the change becoming effective. Your continued use of the App and the Services after any such changes or after explicitly accepting the new Terms, upon logging into the App and/or using the Services shall constitute your consent to such changes. If You do not agree to any modifications to these Terms You should stop using the Services. Your use of Services following the date on which such amended Terms are published will constitute your consent to the Terms.


  1. ASSIGNMENT


You may not assign any of your rights, licenses, or obligations under these Terms. Any such attempt at assignment by you shall be void. The Company may assign its rights, licenses, and obligations under these Terms without limitation.


  1. GOVERNING LAW AND JURISDICTION


The Terms shall be governed by the laws of Estonia. Any dispute regarding these Terms shall be subject to the exclusive jurisdiction of the courts of Estonia. 


  1. CONTACT


If You wish to contact Us regarding these Terms please do so at the following address Roosikrantsi tn 2a, Kesklinna linnaosa, Tallinn, Harju maakond, 10119, Estonia or at the following email address legal@swissborg.com.



Annex 1 - DEFINITIONS


App Content means the content available on the App which is also accessible on the App and includes the reports, information, analysis and marketing material and videos;


Applicable Laws means the applicable law to the Terms and/or other laws of other jurisdictions, rules, regulations, directives, circulars, notices, guidelines and practice notes of any governmental authority. With regards to Swiss Users, the laws of Switzerland shall apply;


Asset(s) means the total amount of funds available in your User Account when including Digital Assets and Fiat Assets altogether;


Bank Account means an account opened by a regulated bank, financial institution or custodian which belongs to the User;


BTC means the Bitcoin, a Digital Asset created in January 2009;


CHSB Token means the SwissBorg utility token;


Community App means the SwissBorg’s Community App;


Confidential information means information, idea, concept, material or any other Company’s data, not yet entered into the public domain, whether it has been communicated orally or in writing, including but not limited to all information regarding the Company’s business, concept or business model, all trade secret, all price lists and User’s data, including and in particular the Transaction;  


Digital Assets shall mean Virtual Currencies, utility tokens and Stablecoins.


Enjin means the utility token created by Enjin.


ETH means the Digital Asset generated by the Ethereum blockchain;


Exchange(s) means trading venues interfaced with the Execution Interface to which the Company has access in order to Execute Order(s) placed by User(s) on their behalf and listed in Annex 4;


Execution Interface means the Order Management System or “OMS” licensed to the Company;


“Execution of” or “Execute” or “Executed” or “Executing” an Order(s) and/or Transaction on behalf of Users means acting to conclude agreements to buy or to sell one or more Asset(s) on behalf of Users;


Execution-Only means the service offered in relation to the execution of Orders of Users without any discretionary power of the Company;


Execution-Only Mandate Agreement for Swiss Users refers to the agreement available in Annex 6 for Swiss Users;


Execution-Only Mandate Agreement for non-Swiss Users refers to the agreement available in Annex 7 for non Swiss Users;

 

External Wallet means a Digital Asset Wallet to which a User may send or receive Digital Assets, to or from which a User transfers or receives Digital Assets;


FATF refers to the Financial Action Task Force;


Fiat Account(s) refers to account(s) held under the name of the Company with the Fiat Custodian which account(s) support each respective Fiat Asset which is available on the App;


Fiat Asset(s) means a centralized issued currency which is not backed by a physical commodity and established as a currency by governmental regulations or law. 


Fiat Custodian refers to a regulated bank or EMI which will serve as a custodian for Fiat Assets Third-Party Services Provider(s), as per Annex 5 below which warrants the Fiat Assets in the event of default; 


Fiat Wallet means the Fiat Wallet which is designated to support Fiat Assets within the User Account and which indicates the amount of Fiat Assets which a User has a right to claim against the Fiat Custodian or the SwissBorg Exchange Account which supports that particular Fiat Asset;


ICO means SwissBorg’s initial coin offering held throughout December 2017 until January 2018;


ICO Contributor means a User that has contributed to the SwissBorg’s ICO;


Intellectual Property Rights means copyrights, patents, registered designs, design rights, database rights, trademarks, domain name rights, trade secrets, know-how, Confidential Information or any other proprietary or industrial right, and any other similar protected rights in any country, whether registered or unregistered;


KYC means the “Know-Your-Customer” obligations of the Company under the applicable Money Laundering and Terrorist Financing Prevention Act of Estonia, the Federal Act on Combating Money Laundering and Terrorist Financing in Switzerland for the purposes of Swiss Users as well as any other Applicable Laws, regulations and guidelines and SwissBorg’s AML Policy and the anti-money laundering policy applicable to the Representative Entity;


KYC Process means the procedure which the User needs to follow whereby such User provides information to the Company in line with the Privacy Policy applicable to Swiss Users, the Privacy Policy and these Terms. There are several Tiers within the KYC Process which are outlined in Section 7.2 of the Terms;


Market Making refers to the activity of buying or selling Digital Assets on own account at specified prices in order to ensure market activity and liquidity;


Market Price means the price of Digital Assets which is displayed on the Exchanges;


Order(s) means the instruction transmitted by a User through the Execution Interface to carry out a Transaction pursuant to these Terms and to the User Agreement;


Order summary means the information which summarizes each Transaction executed by a User on the basis of the Assets available in the account; 


Paper Key means a twelve (12) word recovery phrase that can be used to recover your User Account in the event that the details required in order to access the User Account are lost;


Pax Gold means a gold-backed Ethereum (ETH) token.


PEP refers to a Politically Exposed Person and is somebody who is entrusted to carry out a public function or political position or somebody who is family members or relative to somebody who is entrusted to carry out a public function or political position;


Personal data means any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person;


Premium Account means the User Account which has a Staked balance of CHSB Tokens. The balance of CHSB Tokens to be staked is subject to changes from time to time and it is subject to whether the User has been an ICO Contributor or not;


Privacy Policy means privacy policy governing the use of the App which is applicable to all Users except Swiss Users;

Privacy Policy applicable to Swiss Users means privacy policy governing the use of the App which is applicable to Swiss Users only;


Processing Fee means the fee(s) that the Exchange and/or the Digital Assets Custodian or Fiat Custodian will charge for processing a Transaction;


Refund(s) means a (partial) reversal of a particular Transaction, whereby the funds are reimbursed to the User on the initiative or request of the Company;


Relevant Authority refers to the authority within the Applicable Laws where any findings related to anti-money laundering are subject to the investigation in Section 5.3.3. of these Terms;


Representative Entity refers to SwissBorg Invest SA, a company duly incorporated under the laws of Switzerland, with registered at Rue du Grand-Chêne 8, 1008 Lausanne, Switzerland, registered under the number CHE‑499.067.328;


Reward means the random reward that can be earned by referring the App to a person, followed by them successfully passing the KYC Tier 1 check and depositing a minimum amount of Fiat or Digital Assets, which is indicated on the App, in his/her User Account;


Security Breach means any act or omission that materially compromises either the security, confidentiality or integrity of any information, details or data or the physical, technical, administrative or organizational safeguards put in place that relates to the protection of the security, confidentiality or integrity of information, details or data including any breach or alleged breach of any security standards or such privacy practices;


Services means the services made available by the Company on or through the App as outlined in Section 5 of these Terms; 


“Staked” or “Staking” means the process of locking CHSB Tokens in order to receive access to the Premium Account on the Services offered on the App. There will be no monetary award or distribution of additional new Digital Assets or CHSB Tokens solely because these CHSB Tokens are locked on your User Account;


Standard Account means any User Account which does not have any amount of CHSB Tokens Staked;

Suitability Process means the process put in place by the Company to carry out a due diligence on Personal data provided by Users in the course of the KYC Process;


Support Agent means a SwissBorg employee or a Third-Party Service Provider who is responsible for providing customer support services to the User;


SwissBorg’s AML Policy refers to the anti-money laundering policy which is adopted by the Company which is also applicable for the activities carried out by the User on the App; 


SwissBorg Exchange Account refers to any account supporting Fiat Assets or supporting Digital Assets, which is held under the name of the Company within one of the Exchanges listed in Annex 4 of these Terms;


SwissBorg Group refers to the group of companies which includes the Representative Entity and the Company;

 

Swiss User refers to Users who are residing or located in Switzerland when completing the KYC Process in order to create a User Account;


Terms means these Terms of Use including its Annexes when such Annexes are applicable to the User;


Third-Party Service Provider(s) means any natural or legal person providing an outsourced service on behalf of the Company, in line with an outsourcing agreement signed by the Company and the Third-Party Service Provider. A list of Third Party Service Providers is available in Annex 5 of these Terms;


Tier(s) refers to the tiers within the KYC Process wherein each User provides an amount of information depending on the Tier as defined in Section 7 of the Terms;


Transaction means the Execution of an Order on or through the App, using the Execution Interface. The possible Transactions are defined in Section 5.4.1 of these Terms;


Transaction Fees means the amount that the Company will charge in order to carry out a Transaction;


Transaction Price means the cost per Digital Asset or Fiat Asset or the cost of Executing an Order.


USDC(s) shall mean a collateralized US dollar stablecoin;


User(s) means any natural person who completes the Tier 1 (as defined in the Privacy Policy) of the KYC Process as defined in Section 7.2.1 and Section 7.2.2 of the Terms. The User is referred to as “You” and/or “you” and/or as “Your” and/or “your” when indicating the possession of something within the Terms;


User Account means the account created upon the User’s registration with the App;


VASP refers to any natural or legal person who is not covered elsewhere under the Financial Action Task Force Recommendations and as a business conducts one or more of the following activities or operations for or on behalf of another natural or legal person: i. Exchange between Digital Assets and Fiat Assets; ii. Exchange between one or more forms of Digital Assets; iii. Transfer of Digital Assets; iv. Safekeeping and/or administration of Digital Assets or instruments enabling control over Digital Assets and participation in and provision of financial services related to an issuer’s offer and/or sale of a Digital Assets;


Digital Asset(-ies) means a value represented in the digital form, which may be digitally transferred, preserved or traded and which natural persons or legal persons accept as a payment instrument, but that is not the legal tender of any country or funds for the purposes of Article 4(25) of Directive (EU) 2015/2366 of the European Parliament and of the Council on payment services in the internal market, amending Directives 2002/65/EC, 2009/110/EC and 2013/36/EU and Regulation (EU) No 1093/2010, and repealing Directive 2007/64/EC (OJ L 337, 23.12.2015, pp. 35–127) or a payment transaction for the purposes of points (k) and (l) of Article 3 of the same Directive;


Digital Assets Custodian refers to a regulated service provider which will serve as a custodian for Digital Assets and Third-Party Service Provider(s), as per Annex 4 below which warrants the Digital Assets in the event of default;


Visitor means a person or entity using the App without having registered as a User;


Wallet means digital wallets available to Users on their User Account, including Fiat Wallet and Digital Assets Wallet;


Website refers to the website available at www.swissborg.com;


Website Content means the content available on the Website which will also be accessible on the App;


Withdraw/Withdrawal means to remove any amount of Digital Assets and/or of Fiat Assets from the Digital Asset Wallet or Fiat Wallet, thereby instructing the Company to request the Digital Assets Custodian and/or Fiat Custodian to return your Assets to you in an External Wallet and/or Bank Account. 

ANNEX 2  – COUNTRIES WHERE THE APP IS AVAILABLE


For the list of countries where the App is or will be available please see Supported Countries at https://swissborg.com/supported-countries.


ANNEX 3  – COUNTRIES WHERE THE APP IS AVAILABLE



For the list of Assets that are / will be available on the App please see Supported Assets at https://swissborg.com/supported-assets.

ANNEX 4 – LIST OF EXCHANGES




The Exchanges interfaced to the Order Execution and Management System are currently

  1. Kraken;
  2. Binance;
  3. Lmax;   
  4. HitBT.

ANNEX 5 – THIRD PARTY SERVICE PROVIDERS




  • Currency Cloud;
  • Onfido.
  • ANNEX 6 - EXECUTION-ONLY MANDATE AGREEMENT FOR SWISS USERS



Execution-only Mandate Agreement


This Agreement is entered into by and between the Representative Entity and Swiss Users. The Company and User may be individually referred to as a “Party” or collectively as the “Parties”.


This Execution-only Mandate Agreement is only applicable to Swiss Users. The Representative Entity is currently not regulated by FINMA.


NOW THEREFORE THE PARTIES HERETO INTENT TO BE LEGALLY BOUND AND AGREE AS FOLLOWS:

1.Definitions


For the purposes of this Agreement, the following definitions shall apply:


Agreement” refers to this Execution-only Mandate Agreement;


Any other capitalized terms within this Agreement shall have the same definition as the Terms. Words in the singular form include the plural form, and vice versa.

  1. Applicability


  1. By clicking the “Accept” tick-box, you accept this Agreement and you acknowledge that this Agreement has been read and that you agree to be bound by it. You also agree to be bound by any laws and regulations which apply to the services rendered through this Agreement.

  2. You warrant that you will not hold the Representative Entity liable for any losses or damages which may result from the lack of understanding of the Agreement, from your use of the Wealth App and/or from the provided Services.
  1. Eligibility 


You warrant and represent that you fulfil all the Eligibility requirements set out under the Terms before entering this Agreement.

  1. User Experience


  1. You warrant that you have the necessary experience and knowledge to place the Orders to the Representative Entity through the Execution Interface and take the investment decisions related to the Transactions you intend to Execute and that you can properly assess the associated risks.

  2. You warrant that you shall not hold the Representative Entity liable in the selection and monitoring of your adequacy and experience with regards to the receipt and transmission of Orders to Execute Transactions to the Company.

  3. You accept and understand that you are always responsible for ensuring that the Transactions carried out comply with any special provisions that oblige you to have the required authorizations and Assets to carry out the Transactions.

  4. You acknowledge that, under this Agreement, the Representative Entity shall not provide any investment advice, make recommendations to buy or sell Assets and you shall solely decide which Orders you shall place on through the Wealth App and monitor the performance of the Assets, at your own risk and taking full responsibility in this regard. You undertake to conduct a Transaction only if you have the necessary knowledge and experience and if you are fully aware of the risks as indicated in Article 11 of this Agreement.
  1. Receipt and Transmission of Orders


  1. Orders given by you to carry out a Transaction are sent by the Representative Entity to the Company through the Execution Interface according to the specifications provided in this Agreement. The Representative Entity acts as a representative of the Company in application of Art. 32 ss SCO and shall, therefore, not be responsible for the proper Execution of the Orders.

  2. Orders given by you on the Wealth App subsequent to the identification and verification of the Swiss User following the KYC Process by the Representative Entity will be transmitted to the Company through the Execution Interface.

  3. Any Order received by the Representative Entity and containing the aforementioned details is considered to be given by you. Therefore, you are expressly advised not to disclose the identification information to third parties.

  4. You shall be solely liable for the issuance of the Orders, irrespective of the transmission method to the Company or Representative Entity. You acknowledge and agree that the possible delays of unforeseeable duration which may occur, depending on the transmission method, between the moment you issue the Order and the moment the Company receives it shall not be the liability of the Representative Entity. The Company shall not be liable for any such delay provided it has not accepted the Order according to the conditions set out in this Agreement.
  5. The Company reserves the right, at any time, not to Execute an Order sent by you. In such cases, the Company or the Representative Entity shall inform you as soon as possible. The Representative Entity shall not be liable for any such refusal.

  6. Upon receipt and provided they are valid and lawful, the Representative Entity shall promptly process the Order subsequent to sending you a confirmation of a receipt of the Order.

  7. You warrant and accept that the transmission of an Order does not guarantee that it shall be Executed by the Company.

  8. If an Order cannot be transmitted to the Company through the Execution Interface, the Representative Entity shall inform you as soon as possible. Orders which cannot be transmitted through the Execution Interface shall be considered to have expired. You shall, in such event, be responsible for issuing a new Order in the event that an Order cannot be transmitted.

  9. Provided the Order has been transmitted in a timely manner to the Company by the Representative Entity, you hereby discharge the Representative Entity and waive any claim against the Representative Entity which acted merely as a representative of the Represented Entity pursuant to Art. 32 ff SCO. 
  1. Assets


  1. You consent to give us a mandate to hold your Assets at Digital Assets Custodian and/or Fiat Currencies Custodian and/or the SwissBorg Exchange Account on your behalf solely for the purpose of the Execution of the Orders placed on the App.
  1. Execution-only 


  1. The Execution Interface allows the Execution of Order(s) directly on Exchanges.  Therefore, the Company’s Services are limited to executing Transactions on behalf of Users on “an Execution-only” basis.

  2. By clicking “Confirm Exchange”, you are instructing the Representative Entity to order the Company to (i) use the Fiat Assets and/or Digital Assets and/or CHSB Tokens available on the Wallet which are held at a Fiat Custodian and/or Digital Asset Custodian and/or the SwissBorg Exchange Account on your behalf by the Company and (ii) to carry out the Execution of Orders.
  3. You consent that by making use of the Wealth App and the Execution Interface, you are instructing the Company to carry out the Execution of Orders on a best possible result basis from the Exchanges which are interfaced with the Execution Interface.  
  1. Transaction Fees


  1. You authorize the Representative Entity to instruct the Company to deduct from the User Account any of the Transaction Fees unless otherwise agreed in writing.

  2. This Transaction Fees take into account any benefits, particularly in the form of retrocessions, commissions or other services that are engaged by the Company and/or the Representative Entity when Executing the Orders.

  3. The Representative Entity may modify the Transaction Fees at any time. You shall be informed of such modifications through an electronic mail which you would have provided during the KYC Process.

  4. You acknowledge and accept that this arrangement deviates from the statutory right to claim for restitution according to art.  400 para. 1 of the Swiss Code of Obligations and/or any other statutory provision with similar content. 
  1. Limitation of Liability


You warrant and accept that you have understood the extent of the responsibility in relation to Execution of the Orders, including any limitations thereto.

  1. Warranties


You hereby acknowledge that you have read and understood the contents of this Agreement and the Terms and you hereby understand and accept to enter into this Agreement with the Represented Entity on the basis of these Agreement and the Terms.

  1. Risks


You acknowledge and accept that you have been informed about the risks related to the Transactions that you can instruct the Representative Entity to Execute on your behalf. You acknowledge that the Representative Entity shall not be required to inform you on the specific risks related to each Digital Asset and Fiat Asset which is available for the Transaction. You also acknowledge and accept that the risks disclosed in the Terms of the App are also applicable to this Execution-only Mandate Agreement.

  1. Taxes


The Representative Entity does not provide any tax or legal advice and cannot guarantee that investment decisions take account your personal tax situation and you are responsible for seeking information from an independent tax advisor before making use of the Services.

  1. Amendment 


The Representative Entity reserves the right to unilaterally and at its sole discretion make any changes to this Agreement. The amendment shall be published either on the Wealth App or shall be sent by electronic mail to the address which you provide during the KYC Process. You shall accept any amendment before being able to continue using the Wealth App.

  1. Termination 


  1. The Representative Entity and/or you shall be entitled to terminate this Agreement at any time, with immediate effect (Art. 404 SCO). The deletion or termination of a User Account shall result in an automatic termination of this Agreement with immediate effect.
  2. You accept and consent that the Representative Entity may, at its sole discretion, retain your Assets and set them off against any claim of the Representative Entity for damages and you agree to fully indemnify the Representative Entity for any damages incurred if the Services are terminated due to any wrongdoing committed by you.
  1. Applicable Law


  1. The interpretation and enforcement of this Agreement will be governed by, construed and enforced in accordance with the laws of Switzerland, without regard to conflict of law rules and principles that would cause the application of the laws of any other jurisdiction.

  2. Any dispute regarding this Agreement shall be subject to the exclusive jurisdiction of the Courts of Switzerland.

ANNEX 7 - EXECUTION-ONLY MANDATE AGREEMENT FOR NON-SWISS USERS



Execution-only Mandate Agreement


This Agreement is entered into by and between the Company and Users. The Company and User may be individually referred to as a “Party” or collectively as the “Parties”.


NOW THEREFORE THE PARTIES HERETO INTENT TO BE LEGALLY BOUND AND AGREE AS FOLLOWS


1. Definitions

For the purposes of this Agreement, the following definitions shall apply:


Agreement” refers to this Execution-only Mandate Agreement;


Any other capitalized terms within this Agreement shall have the same definition as the Terms. Words in the singular form include the plural form, and vice versa.

2. Applicability


  1. By clicking the “Accept” tick-box, you accept this Agreement and you acknowledge that this Agreement has been read and that you agree to be bound by it. You also agree to be bound by any laws and regulations which apply to the services rendered through this Agreement.

  2. You warrant that you will not hold the Company liable for any losses or damages which may result from the lack of understanding of the Agreement, from your use of the Wealth App and/or from the provided Services.

3. Eligibility 


You warrant and represent that you fulfil all the Eligibility requirements set out under the Terms before entering this Agreement.

4. User Experience


  1. You warrant that you have the necessary experience and knowledge to give the Orders to the Company through the Execution Interface and take the investment decisions related to the Transactions you intend to Execute and that you can properly assess the associated risks.

  2. You warrant that you shall not hold the Company liable in the selection and monitoring of your adequacy and experience with regards to the Execution of Orders.

  3. You accept and understand that you are always responsible for ensuring that the Transactions carried out comply with any special provisions that oblige you to have the required authorizations and Assets to carry out the Transactions.

  4. You acknowledge that, under this Agreement, the Company shall not provide any investment advice, make recommendations to buy or sell Assets and you shall solely decide which Orders you shall place on through the Wealth App and monitor the performance of the Assets, at your own risk and taking full responsibility in this regard. You undertake to conduct a Transaction only if you have the necessary knowledge and experience and if you are fully aware of the risks as indicated in Article 11 of this Agreement.

    5. Receipt and Transmission of Orders


  1. Orders given by you to carry out a Transaction are to the Company through the Execution Interface according to the specifications provided in this Agreement.

  2. Orders given by you on the Wealth App subsequent to the identification and verification following the KYC Process.

  3. Any Order received by the Company and containing your details is considered to be given by you.

  4. You shall be solely liable for the issuance of the Orders. You acknowledge and agree that the possible delays of unforeseeable duration which may occur between the moment you issue the Order and the Execution of the Order. The Company shall not be liable for any such delay provided it has not accepted the Order according to the conditions set out in this Agreement.

  5. The Company reserves the right, at any time, not to Execute an Order sent by you. In such cases, the Company shall inform you as soon as possible. The Company shall not be held liable for any such refusal.

  6. Upon receipt and provided they are valid and lawful, the Company shall promptly process the Order subsequent to sending you a confirmation of a receipt of the Order.

  7. You warrant and accept that the transmission of an Order does not guarantee that it shall be Executed by the Company.

  8. If an Order cannot be transmitted to the Company through the Execution Interface, you shall be informed as soon as possible. Orders which cannot be transmitted through the Execution Interface shall be considered to have expired. You shall, in such event, be responsible for issuing a new Order in the event that an Order cannot be transmitted.  

6. Assets



You consent to give us a mandate to hold your Assets at Digital Assets Custodian and/or Fiat Currencies Custodian and/or the SwissBorg Exchange Account on your behalf solely for the purpose of Executing the Orders placed through the App.

7. Execution-only 


  1. The Execution Interface allows the Execution of Order(s) directly on Exchanges.  Therefore, the Company’s Services are limited to executing Transactions on behalf of Users on “an Execution-only” basis.

  2. By clicking “Confirm Exchange”, you are instructing the Company to (i) use the Fiat Assets and/or Digital Assets and/or CHSB Tokens available on the Wallet which are held at a Fiat Custodian and/or Digital Asset Custodian and/or the SwissBorg Exchange Account on your behalf by the Company and (ii) to carry out the Execution of Orders.

  3. You consent that by making use of the Wealth App and the Execution Interface, you are instructing the Company to carry out the Execution of Orders on a best possible result basis from the Exchanges which are interfaced with the Execution Interface.  

8. Transaction Fees


  1. You authorize the Company to deduct from the User Account any of the Transaction Fees unless otherwise agreed in writing.

  2. This Transaction Fees take into account any benefits, particularly in the form of retrocessions, commissions or other services that are engaged by the Company when Executing the Orders.

  3. The Representative Entity may modify the Transaction Fees at any time. You shall be informed of such modifications through an electronic mail which you would have provided during the KYC Process.
  1. Limitation of Liability


You warrant and accept that you have understood the extent of the responsibility in relation to Execution of the Orders, including any limitations thereto.

  1. Warranties


You hereby acknowledge that you have read and understood the contents of this Agreement and the Terms and accept to enter into this Agreement with the Company.

  1. Risks


You acknowledge and accept that in the Terms you have been informed about the risks related to the Transactions that you can be Executed on your behalf.

  1. Taxes


You are responsible for seeking information from an independent tax advisor before making use of the Services.

  1. Amendment 


The Company reserves the right to unilaterally and at its sole discretion make any changes to this Agreement. The amendment shall be published either on the App or shall be sent by electronic mail to the address provided by you. You shall accept any amendment before being able to continue using the Wealth App.

  1. Termination 


  1. The deletion or termination of a User Account shall result in an automatic termination of this Agreement with immediate effect. The termination of this Agreement shall result in the automatic termination of providing the Services.
  2. You accept and consent that the Company may, at its sole discretion, retain your Assets and set them off against any claim for damages and you agree to fully indemnify the Company for any damages incurred if the Services are terminated due to any wrongdoing committed by you.
  1. Applicable Law


  1. The interpretation and enforcement of this Agreement will be governed by, construed and enforced in accordance with the laws of Estonia, without regard to conflict of law rules and principles that would cause the application of the laws of any other jurisdiction. Any dispute regarding this Agreement shall be subject to the exclusive jurisdiction of the Courts of Estonia.