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Terms & Conditions

Wisdomise Terms and conditions
SERVICE PROVIDING AGREEMENT
This Service Providing Agreement (hereinafter “Agreement”) contains provisions governing together with the Terms and Conditions and the Cryptocurrency Risk Disclosure the contractual relationship between Wisdomise (Switzerland) AG, Neuhofstrasse 5A, 6304 Baar, Switzerland (hereinafter the "Service Provider") and the signatory (hereinafter the “Client”). For ease of reading, the masculine form refers to any gender.
Subject
  1. 1.
    1.1.The Client mandates the Service Provider to manage the cryptocurrencies deposited in his wallet with a third party crypto exchange platform (hereinafter the "Portfolio"). The Service Provider performs the services under this Agreement by means of artificial intelligence (“AI”) and, in principle, without human intervention (hereinafter the “Services”). Furthermore, the software helps to allocate the cryptocurrencies held in the wallet with a third party crypto exchange platform across a portfolio of crypto coins and track the cryptocurrencies over time. For the use of the Services, the Service Provider offers to open an account (hereinafter the “Account”).
  2. 2.
    1.2.During a set-up phase until 31 August 2023 (hereinafter the “Set-up Period”), the Service Provider reserves the right to perform the actions required for the provision of the Services set out in Section 1.1 of this Agreement only partially and not completely, in particular, but not exclusively, to give signals to buy and/or sell cryptocurrencies but not to make and execute any buy and/or sell decisions. The Client acknowledges and accepts that he has no claim against the Service Provider for the full provision of the Services during the Set-up Period. The Service Provider shall inform the Client by email and by publishing the information on its website as soon as additional actions are available for the provision of the Services set out in Section 1.1 of this Agreement.
  3. 3.
    1.3.Based on the information provided by the Client when opening an Account, the Service Provider creates a risk profile (“Client’s Risk Profile”). The Client’s Risk Profile is taken into account in the provision of the Services under this Agreement.
  4. 4.
    1.4.Before offering the Services, the Service Provider has carried out all usual initial checks and self-checks regarding the AI (including but not limited to regression testing, unit tests, integration tests, stress tests and user acceptance tests).
  5. 5.
    1.5.The Service Provider monitors the correct functioning of the AI on a regular basis by means of a monitoring dashboard.
  6. 6.
    1.6.If the Service Provider identifies a malfunction of the AI or another risk related to the AI, it shall take all necessary actions to remedy this malfunction and/or risk.
  7. 7.
    1.7.The Service Provider offers neither trade execution services nor custody services for cryptocurrencies under this Agreement.
Authorization
  1. 1.
    2.1.In order to perform the Services, the Service Provider is authorized to act in the name of, for the account of and at the risk of the Client at the Service Provider’s own discretion within the framework of the provisions set out in this Agreement, including any future amendments.
  2. 2.
    2.2.In particular, but not exclusively, the Service Provider is authorized to make and execute, in the name of, for the account of and at the risk of the Client, purchase and/or sell decisions regarding the Client’s Portfolio.
Investment objective and other information provided by the Client
  1. 1.
    3.1.The Client confirms that the information provided when opening his Account, in particular with regard to the creation of the Client’s Risk Profile, is correct at the date of signing this Agreement. This includes, in particular, the Client's knowledge and investment experience, the Client’s trading patterns and the Client's risk appetite.
  2. 2.
    3.2.In addition, the Client confirms and acknowledges that, under normal circumstances, he does not need any cryptocurrencies deposited in the Portfolio to support himself and/or his dependents.
  3. 3.
    3.3.The Client undertakes to notify the Service Provider immediately of any changes to the information provided by him via his Account. The changes communicated by the Client via his Account shall replace, for the purposes of this Agreement, the information previously provided by the Client.
Investment Strategy Parameters
  1. 1.
    4.1.The investment strategy implemented by the AI is based on the Client's Risk Profile, which is created on the basis of the Client's knowledge and investment experience, the Client’s trading patterns and the Client’s risk appetite.
  2. 2.
    4.2.The Client must specify a maximum risk level for the Portfolio. The Client is provided with the definitions of the risk levels during the process of opening an Account.
Generally, the Client may choose between the following risk profiles: low risk low return (“LRLR”), medium risk medium return (“MRMR”) and high risk high return (“HRHR”). The higher the maximum risk level set by the Client, the greater the profit expectations usually are, but the higher the risk of loss.
The determination of a maximum risk level does not mean that the potential losses of the Portfolio are limited. However, the Service Provider sets limits, such as a “stop loss”, which does not limit the potential loss to a fixed level, but dynamically sets the stop loss levels based on the Client’s entry point.
If the maximum risk level determined by the Client is exceeded, the composition of the Portfolio will be adjusted to bring the risk of the Portfolio back to a level below the maximum risk level determined by the Client. The maximum risk level determined by the Client may therefore be temporarily exceeded until the composition of the Portfolio has been adjusted.
  1. 1.
    ​
    1. 1.
      4.3.In carrying out this Agreement and within the limits set by the Client through the Client’s Risk Profile, the Service Provider reserves the right to limit the risk of the Portfolio to a level that the Service Provider considers appropriate in accordance with this Agreement. The Service Provider is not obliged to maintain the portfolio risk at the highest level accepted by the Client, nor at a level just below it. In the event of the death of the Client and in the absence of instructions from his heirs or their representative, the Service Provider is entitled to limit the level of risk of the Portfolio.
    2. 2.
      4.4.The Service Provider only provides Services regarding the cryptocurrencies mentioned in Annex I (hereinafter the “Cryptocurrencies”) including any future amendments.
    3. 3.
      4.5.The Service Provider reserves the right to, but is not obliged to, extend the Services to other cryptocurrencies. In the event that the Service Provider extends its Services to other cryptocurrencies, it shall amend Annex I accordingly. The Service Provider shall inform the Client of amendments to Annex I by email and by publishing the information on its website.
    4. 4.
      4.6.The Service Provider changes the composition of the Portfolio at regular intervals in line with market developments ("Reallocations"). The Service Provider takes into account various circumstances (e.g. frequent intervals, market events) when performing Reallocations. Which circumstances are taken into account and how frequently Reallocations are made depends on the Client’s Risk Profile. A Reallocation will also be made if the maximum risk level determined by the Client is reached or exceeded. The more frequently Reallocations are made, the better the Client's investment objective can be pursued. However, as Reallocations may incur transaction costs, frequent Reallocations may increase the costs borne by the Client. The Reallocation frequency does not determine the exact time of the next Reallocation. In particular, for technical reasons or to protect the interests of its Clients, the Service Provider may carry out the Reallocation a few days earlier or later than the date determined by the Reallocation frequency.
Instructions and Preferences of the Client
  1. 1.
    5.1.The Client may communicate preferences to the Service Provider regarding the execution of the Services under this Agreement. During the provision of the Services, the Client may only change these preferences by changing the Client’s Risk Profile. However, the change in the Client’s Risk Profile shall have no effect on the execution of decisions already taken at the time of the receipt of the change notice by the Service Provider.
Communication channel
  1. 1.
    6.1.The Client may communicate with the Service Provider only via his Account (all other communication channels are excluded) for the execution of this Agreement.
Investment Policy
  1. 1.
    7.1.The Service Provider provides the Services under this Agreement using artificial intelligence, which enables it to make sale and/or purchase decisions on the Cryptocurrencies held in the Client’s Portfolio based on the Client's Risk Profile. The artificial intelligence used by the Service Provider consists of two main modules, a smart portfolio optimizer and an artificial intelligence core.
The Service Provider may define one or more strategies concerning the sale and purchase of the Cryptocurrencies, either for the entirety of clients, for specific client groups or only for certain clients.
The Service Provider uses quantitative (e.g., price changes) and other factors influencing the price of Cryptocurrencies for carrying out the Services. The Service Provider does not use qualitative methods like following the latest news and tweets on the Cryptocurrencies for carrying out the Services.
Consequently, it does not carry out any qualitative analysis of the Cryptocurrencies, does not take note of any analysis that third parties may carry out on the Cryptocurrencies (but reserves the right to use the results of third parties' analysis of the Cryptocurrencies in a quantitative manner) and does not follow the latest news on the Cryptocurrencies. The Service Provider refrains from making any subjective assessment of the development of the Cryptocurrencies.
​
  1. 1.
    7.2.The AI check on a regular basis, in accordance with the frequency of Reallocation, whether the Portfolio risk is in line with the Client’s Risk Profile.
  2. 2.
    7.3.The Service Provider shall ensure that the Client’s Portfolio is diversified in accordance with the Client's Risk Profile.
  3. 3.
    7.4.The Service Provider does not take into account, even at the Client's request, any tax implications that the Services provided under this Agreement may have on the Client's situation.
Special risks of these Services
  1. 1.
    8.1.The Client agrees to take note of the User Guide and the GitHub documentation available in the Client's Account and on the Service Provider’s website.
  2. 2.
    8.2.The Client confirms that he is aware of the risks associated with the purchase, sale and holding of Cryptocurrencies. Additionally, the Clients confirms that he has received and taken note of the Cryptocurrency Risk Disclosure.
  3. 3.
    8.3.The Client confirms to understand and acknowledges that the Portfolio may suffer a significant loss in value up to and including a total loss of the amount deposited in the Portfolio even if the Service Provider is not at fault.
  4. 4.
    8.4.The Client confirms that he is fully informed of and understands the specific risks associated with the Client’s investment objective and strategy and is aware of its possible consequences. The Client confirms and accepts in particular that the Services are, in principle, performed automatically and without human intervention.
  5. 5.
    8.5.The Client confirms that he understands and accepts that the Service Provider is not involved in the execution of trades, but the trades are executed by the third party crypto exchange platform with which the Client holds his wallet. The Client confirms that he understands and accepts that there are risks associated with this third party crypto exchange platform which the Service Provider cannot foresee and cannot influence.
  6. 6.
    8.6.Furthermore, the Client confirms that he understands and accepts the specific risks associated with the AI. These are described in Sections 4, 5, 7, and 8 and relate in particular to the limited investment universe, the frequency of portfolio reallocation, the frequency of risk level control and the specific criteria for portfolio diversification.
  7. 7.
    8.7.The Client confirms that he understands and accepts the technical risks of an automated management of sales and purchases of Cryptocurrencies, for example those related to a system error and/or connection difficulties. He also understands and accepts that the AI is based on sources that are considered reputable, but that it cannot be guaranteed that the information used by the AI is accurate, complete and up-to-date, and that this may have an impact on the management of the Client’s Portfolio.
Fees
  1. 1.
    9.1.If so agreed between the Service Provider and the Client during the Account opening process, the Service Provider shall receive fees for its Services. The amount of the fees shall be based on a pricing model which the Client confirms when opening an Account.
  2. 2.
    9.2.If the Client and the Service Provider have not entered into an agreement within the meaning of clause 9.1, the Service Provider shall not receive fees.
  3. 3.
    9.3.The Client acknowledges and accepts that he has to bear and pay all fees, commissions and costs incurred for the execution of trades on a third party crypto exchange platform under this Agreement.
Account statements
  1. 1.
    10.1.The Services carried out under this Agreement may be viewed by the Client at any time on the Client’s Account. The Service Provider is not obliged to send account statements to the Client by any other means.
Exclusion of liability and limitation of due diligence obligations
  1. 1.
    11.1.The Service Provider will perform its contractual and legal obligations towards the Clients with the ordinary business diligence.
  2. 2.
    11.2.The Service Provider does not make any undertaking to achieve a particular performance. The Client understands and accepts that past performance is no guarantee of future performance. The Service Provider accepts no liability whatsoever for the outcome of the management of the Portfolio carried out by the AI or for any losses that may result for the Client, unless the Service Provider acts with gross negligence or willful misconduct.
  3. 3.
    11.3.The Service Provider shall only be liable to the Client for direct losses caused by fraudulent or grossly negligent breaches of the Service Provider’s obligations under applicable Swiss law or the Agreement. In particular, but not limited to, the Service Provider shall not be liable for:
  4. 4.
    Damages arising from the access to and use, or any hindrance to the access and use, of the Service Provider’s website, the Client’s Account and the use of the information and Services available thereon;
  5. 5.
    Damages arising from the Service Provider’s lawful intervention pursuant to legal requirements and/or the Agreement;
  6. 6.
    Damages arising from events as described in Articles 9.11 to 9.14 of the Terms and Conditions or any other materialization of any risks associated with Internet;
  7. 7.
    Damages brought about directly or indirectly by extraordinary circumstances beyond the reasonable control of the Service Provider, which it may determine at its reasonable discretion and may only affect part of the Service Provider, and may include (but are not limited to) (i) technical difficulties (such as an electrical power cut, failures or breakdowns of information technology or communication channels and equipment), (ii) unavailability and/or malfunctioning of the Service Provider’s website and/or malfunctioning of software to access the Service Provider’s website for any reason whatsoever, (iii) declared or imminent wars, terrorist attacks, revolutions, civil unrest, hurricanes, earthquakes, floods and other natural disasters, (iv) mandatory provisions, steps taken by authorities, riots, strikes, lock-outs, boycotts, blockades and other significant labour disputes, regardless of whether or not the Service Provider is a party to the conflict, (v) the suspension, cessation or closure of any market for cryptocurrencies, or cryptocurrency (vi) the imposition of limits or special or unusual terms on the trading in any market for cryptocurrencies or cryptocurrency, (vii) the occurrence of a market disruption or of an exceptional movement in any market for cryptocurrencies or any cryptocurrency, and (viii) any other situation that may be defined as “act of God” (hereinafter collectively, “Force Majeure Events”).
  8. 8.
    11.4.Under no circumstances shall the Service Provider be liable for indirect, accumulated or subsequent Damages, nor shall the Service Provider have any liability whatsoever for Damages caused by failure on the part of the Client to mitigate any Damages, in particular by failing to take immediate measures to prevent potential Damages or reduce existing Damages known or foreseeable or that should have been known or foreseeable if the Client had exercised due care and diligence. For instance, in the event that the Service Provider’s website and/or the Account are unavailable (e.g. due to technical problems).
  9. 9.
    11.5.Subject to the provisions of Section 11.1 to 11.4 and if the Service Provider has failed to apply due business diligence, its liability for any Damages suffered by the Client shall in any case be limited to an amount equal to the loss of interest by the Client.
  10. 10.
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Miscellaneous
  1. 1.
    12.1.The Client undertakes to read the notices provided by the Service Provider in the Client’s Account at regular short intervals.
  2. 2.
    12.2.This Agreement may be amended or supplemented by a written agreement between the Service Provider and the Client. The Service Provider allows the Client to change its investment objective online, as well as the other information provided by the Client when opening its Account with the Service Provider.
  3. 3.
    12.3.This Agreement supplements the existing agreements between the Client and the Service Provider, in particular the Service Provider's Terms and Conditions, which also apply to this Agreement. If the provisions of this Agreement and the provisions of other agreements concluded between the Client and the Service Provider conflict, the provisions of this Agreement shall prevail.
Termination
  1. 1.
    13.1.This Agreement may be terminated at any time by the parties involved. As soon as the Service Provider has received the termination of this Agreement by the Client, it will no longer carry out the Services. However, the termination of this Agreement shall have no effect on the execution of decisions already taken at the time of the receipt of the termination notice by the Service Provider.
  2. 2.
    13.2.Termination of this Agreement shall not affect any other agreement between the Client and the Service Provider. This Agreement shall not terminate in the event of the Client's death, incapacity or disappearance, insolvency or bankruptcy.
Applicable law and place of jurisdiction
  1. 1.
    14.1.This Agreement is governed by Swiss law.
  2. 2.
    14.2.The place of performance and enforcement for Clients domiciled abroad and the exclusive place of jurisdiction for all legal disputes in connection with this Agreement shall be Zug, Switzerland. The Service Provider shall, however, also be entitled to assert its rights in court at the Client's place of domicile or in any other competent authority. In this case Swiss law shall also be applicable.
The Client hereby confirms that he has read and understood and accepts all the provisions of this Agreement.
Annex I
The Cryptocurrencies (Section 4.4)
  • Bitcoin (BTC);
  • Ethereum (ETH;
  • Dogecoin (DOGE);
  • Litecoin (LTC);
  • Ripple (XRP);
  • Tronix (TRX)
  • Cardano (ADA);
  • Binance Coin (BNB);
  • Tether (USDT);
  • USD Coin (USDC);
  • Binance USD (BUSD).
CryptoCurrency Risk Disclosure
This Cryptocurrency Risk Disclosure provides a description of certain risks associated with the Services and Cryptocurrencies. However, it DOES NOT DISCLOSE OR EXPLAIN ALL THE RISKS INVOLVED IN THE INVESTMENT IN CRYPTOCURRENCIES AND/OR THE USE OF THE SERVICES. There may be additional risks that are not foreseen or mentioned in the Service Providing Agreement or in this Cryptocurrencies Risk Disclosure.
THE SERVICE PROVIDER STRONGLY RECOMMENDS THAT THE CLIENT SEEKS PROFESSIONAL ADVICE BEFORE DECIDING TO USE THE SOFTWARE.
Incorporation by reference
  1. 1.
    All risk disclosures and similar disclaimers set out in the Terms and Conditions and/or the Service Providing Agreement are incorporated herein by reference.
  2. 2.
    Capitalized terms used in this Cryptocurrency Risk Disclosure and not otherwise defined shall have the meaning ascribed to them in the Service Providing Agreement and in the Terms and Conditions.
  3. 3.
    For ease of reading, the masculine form refers to any gender.
Risk profile of Cryptocurrencies
  1. 1.
    Various financial and nonfinancial rights, claims and/or assets, including rights and obligations not usually found in (traditional) financial markets instruments, e.g., equity and fixed income securities, may be granted by Cryptocurrencies. Clients intending to purchase Cryptocurrencies must carefully review the rights and obligations granted by the Cryptocurrencies before making any decisions.
  2. 2.
    Cryptocurrencies usually serve as means of payment. Therefore, the fair value of Cryptocurrencies may be very difficult to assess and may ultimately turn out to be much lower than expected.
  3. 3.
    The value of the Cryptocurrencies is primarily derived from the rights embodied therein. As the Client may not be able to exercise these rights, the Client may potentially derive very little benefits from the Cryptocurrencies as long as the Client holds such Cryptocurrencies through a centralized exchange. In particular, the Client may not be able to take advantage of opportunities, e.g. to redeem the Cryptocurrencies and/or to pay for products and/or services offered by the Issuer or third parties.
  4. 4.
    Furthermore, the technical functionalities of Cryptocurrencies (e.g., the possibility to transfer them, to create new Cryptocurrencies, the number of decimals up to which a Cryptocurrency may be traded, etc.) depend, inter alia, on the distributed ledger technology on which the cryptocurrency is based. A blockchain is essentially a digital ledger of transactions that is duplicated and distributed across the entire network of computer systems on the blockchain. The Client should review and ensure that he understands how the relevant Cryptocurrency and blockchain works before using the Services of the Service Provider.
  5. 5.
    There is no guarantee that the distributed ledger network on which the Cryptocurrency is based, are bug- free and will function in accordance with the Clients’ expectations.
Legal and regulatory uncertainty; Bankruptcy treatment
  1. 1.
    Cryptocurrencies have only existed for a few years and various regulatory bodies in Switzerland and worldwide have formed or are in the process of forming an opinion on necessary legal or regulatory measures in relation to Cryptocurrencies (e.g., regulation regarding money laundering, taxation, consumer protection, publicity requirements or capital controls, as well as the civil law characterization of Cryptocurrencies). Any forthcoming legal or regulatory measures may result in the illegality of Cryptocurrencies or the imposition of controls on the sale and/or purchase of Cryptocurrencies in (and thus illiquidity of) some or all of the Cryptocurrencies. In addition, control mechanisms may significantly increase transaction costs of Cryptocurrencies. By using the Services, the Client bears the risk of uncertainty regarding to the legal, regulatory and tax treatment of Cryptocurrencies.
Valuation issues; volatility; no or limited liquidity
  1. 1.
    The value of Cryptocurrencies may change significantly (even within a day) and the price movements of the Cryptocurrencies may be unpredictable.
  2. 2.
    While the volatility of the value of Cryptocurrencies is (perceived as) high, changes and advances in technology, fraud, theft and cyberattacks and regulatory changes, among others, may further increase volatility– and thus the potential for investment gains and losses. Additionally, Cryptocurrencies do not have the historical track record of other currencies or commodities, like gold, which could provide insight in whether current volatility levels are typical or atypical.
  3. 3.
    Investments in Cryptocurrencies are considered highly speculative investments. Cryptocurrencies are subject to high volatility, i.e. the price of Cryptocurrencies may fall as well as rise rapidly on any given day. The movements of Cryptocurrencies are unpredictable. The Client acknowledges that Cryptocurrencies are not supervised by authorities or institutions such as central banks and that, therefore, there is no authority or institution that can intervene to stabilize the value of Cryptocurrencies and/or prevent or mitigate irrational price movements. There is a risk of significant or total loss when purchasing or selling Cryptocurrencies. The Client acknowledges and agrees that he accesses and uses the Services at his own risk.
  4. 4.
    Investments in Cryptocurrencies are vulnerable to irrational bubbles or loss of confidence, that could cause demand to collapse relative to supply, e.g. due to unexpected changes imposed by the software developers or others, a government crackdown, the creation of superior competing alternative Cryptocurrencies, or a spiral of deflation or inflation. Trust might also collapse due to technical problems, for example if significant amounts of Cryptocurrencies are lost or stolen or if hackers or governments are able to prevent transactions from being settled.
  5. 5.
    The market for the relevant Cryptocurrencies may experience periods of lower liquidity or even periods of illiquidity. The prices for the purchase or sale Cryptocurrencies are determined by the centralized exchange the Client trades its Cryptocurrencies. The Service Provider has no influence on the pricing of Cryptocurrencies. In addition, lower liquidity may lead to very fast and hectic price movements, wider spreads and/or in higher rejection rates. The Client’s ability to buy or sell Cryptocurrencies and compare the Cryptocurrency prices may consequently be limited.
Technology risks
  1. 1.
    5.1.The functioning of the Cryptocurrencies is based on the distributed ledger technology, which is still at an early stage and best practices have yet to be established and implemented. It is likely that the distributed ledger technology changes significantly in the future. Technological advances in code breaking, cryptography or quantum computing etc. may pose a risk to the security of Cryptocurrencies. In addition, alternative technologies to certain cryptocurrencies could be established, causing the Cryptocurrencies to lose significance or become obsolete. If the Cryptocurrencies are traded on a distributed ledger that becomes less relevant or obsolete, this could have a negative impact on the price and the liquidity of the Cryptocurrencies.
  2. 2.
    5.2.The functioning of Cryptocurrencies is based on open-source software. The Service Provider does not employ or control the developers of such opensource software. Developers may introduce vulnerabilities and/or programming errors into the open-source software or may cease development of the open-source software (especially at a critical time, when a security update might be necessary). This could leave Cryptocurrencies exposed to vulnerabilities, programming errors and risks of fraud, theft and cyber-attacks.
  3. 3.
    5.3.In recent years, the number of transactions in distributed ledger networks has increased sharply. An increasing number of transactions combined with the inability to make changes to distributed ledger technology may result in a slower processing time of transactions and/or a significant increase in the transaction fees. This may result in an increase in the fees and costs.
  4. 4.
    5.4.As there is no central body (like a government authority or a central bank) overseeing the development of distributed ledger technology, the functioning of distributed ledger systems, and further improvements to that functioning (e.g. ability to increase the number of transactions, reduce processing time, lower transaction fees, introduce security updates), depend on the cooperation and consent of stakeholders, among others, developers improving the open-source software related to Cryptocurrencies or so called "miners" who facilitate the processing of transactions. Disagreements among these stakeholders can result in a hard fork. Hard forks may lead to the instability of a particular version of a relevant distributed ledger system. In addition, hard forks or the threat of a potential hard fork may prevent the establishment of Cryptocurrencies as a realizable alternative to traditional asset trading. Hard forks or the possibility of a hard fork may lead to an increase of the fees.
  5. 5.
    5.5.Due to Cryptocurrencies’ special characteristics (like transactions are usually non-reversible and are carried out largely anonymously; Cryptocurrencies exist only virtually on a computer network) Cryptocurrencies are an attractive target for fraud, theft and cyber-attacks. Various techniques have been developed (or vulnerabilities identified) to steal Cryptocurrencies or disrupt the underlying distributed ledger technology, including e.g. the "51% attack" where attackers take control over a relevant distributed ledger network by providing 51% of the computer power in the relevant distributed ledger network, or the "denial of service attack" where attackers try to make the distributed ledger network's resources unavailable by overwhelming it with service requests. The Client is directly exposed to fraud, theft and cyber-attacks as high profile losses resulting of such events may increase skepticism about the long-term future of Cryptocurrencies and may prevent the establishment of Cryptocurrencies as an accepted means of representing currencies, as well as increasing the volatility and illiquidity of the Cryptocurrencies.
  6. 6.
    5.6.Cryptocurrencies have no physical equivalent as they only exist virtually on a computer network. Establishing a value for Cryptocurrencies is difficult as the value depends on the expectation and confidence that Cryptocurrencies can be used for payment transactions in the future and/or as a medium of exchange. Among others, continued high volatility, changes and advances in technology, fraud, theft and cyber-attacks and regulatory changes may prevent Cryptocurrencies from establishing themselves as an accepted medium of exchange potentially rendering Cryptocurrencies worthless.
Privacy; Public nature of Distributed Ledgers
  1. 1.
    6.1.The Client should be aware that any transfer, sale and purchase of Cryptocurrencies may be recorded in a public distributed ledger and may therefore be visible to the public.
  2. 2.
    6.2.Distributed ledgers on which Cryptocurrencies are issued and/or recorded is neither the property of, nor under any control of the Service Provider. Information available on the distributed ledgers may be processed, exploited or misused by third parties, including in unforeseen ways.
TERMS AND CONDITIONS FOR SERVICE PROVIDING AGREEMENTS OF WISDOMISE (SWITZERLAND) AG
dated as of 12 August 2022
These Terms and Conditions (hereinafter the “Terms and Conditions”) contain important provisions governing the contractual relationship between the client (hereinafter the “Client”) and Wisdomise (Switzerland) AG, Neuhofstrasse 5A, 6304 Baar, Switzerland (hereinafter the “Service Provider”). For ease of reading, the masculine form refers to any gender.
BASIS OF BUSINESS RELATIONSHIP
  1. 1.
    These Terms and Conditions, together with the Service Providing Agreement, and any document referred to by these documents, if any, and any document amending them and/or expressed to be supplemental thereto shall hereinafter collectively be referred to as the “Agreement” and shall collectively serve to regulate the business relationship between the Service Provider and the Client.
  2. 2.
    Except as otherwise agreed, the Agreement applies to any and all Accounts (as defined below) opened by the Client at any time with the Service Provider.
  3. 3.
    All new business relationships, including the opening of an Account (as defined below) and the provision of additional Services (as defined below), shall be decided on by the Service Provider at its sole discretion. The Service Provider shall only be bound by the Agreement once it has confirmed the new business relationship to the Client.
SERVICES OF THE SERVICE PROVIDER
  1. 1.
    The Service Provider may offer various services to the Client (hereinafter the “Services”) the terms of which will defined in these Terms and Conditions and in the Service Providing Agreement. The Service Provider may, at its sole discretion, decide not to provide certain Services, or to allow only limited access, to certain Clients or Client groups.
  2. 2.
    The Service Provider may offer, in particular, the use of a software that manages the purchase and sale of certain cryptocurrencies as defined in the Service Providing Agreement (“Software”) held by the Client in a wallet with a third party crypto exchange platform (“Portfolio”). Furthermore, the Software helps to allocate the cryptocurrencies held in the wallet with a third party crypto exchange platform across a portfolio of crypto coins and track the cryptocurrencies over time. In addition, the Service Provider offers the opening of an account that displays the executed purchase and/or sale decisions made by the Software and their performance (“Account”).
  3. 3.
    Based on the information provided by the Client when opening an Account, the Service Provider creates a risk profile (“Client’s Risk Profile”).
INVESTMENT DECISIONS
  1. 1.
    Except as otherwise agreed, the Client acknowledges that the Service Provider provides no advice of legal, tax-related or any other nature.
  2. 2.
    Except as otherwise indicated, the information on the Service Provider’s website (in particular but not limited to, papers, tweets and results of selection or other tools), or in any other form provided by the Service Provider (e.g. electronically) does not constitute a solicitation, an offer, investment advice or a recommendation on the part of the Service Provider. The Service Provider gives no guarantee that such information is correct, accurate and complete. The Service Provider shall not be liable for any losses, lost profits, moral prejudice, liability, tax, costs (including lawyer’s and other professional’s fees) and any other negative consequence of any nature whatsoever (hereinafter the “Damages”) incurred as a result of any information issued exclusively through distribution channels or to the public by the Service Provider.
  3. 3.
    The Client acknowledges and accepts that all information provided by the Client to the Service Provider must be accurate and that the Services are provided on the basis of the information provided by the Client when opening an Account and the Client’s Risk Profile. The Service Provider does not verify the information provided by the Client or the Client’s Risk profile. Unless otherwise indicated by the Service Provider, the Service Provider understands, in accordance with the information which the Client has provided, that the Risk Profile selected and the purchase or sell decisions made accordingly are appropriate and/or suitable for him. The Client confirms the Service Provider’s above-mentioned understanding and confirms that he possesses the knowledge and experience required for the Services. The Client undertakes to inform himself about the regulations, directives and other rules applicable to his use of the Services. The Client agrees to abide by those rules.
  4. 4.
    The Client acknowledges that possession of the required knowledge and experience in no way guarantees the success of the managed purchases and sales of cryptocurrencies. The Client understands and acknowledges that past yields and profits are no indication of future performance and that the Service Provider does not guarantee any profit or freedom from loss.
  5. 5.
    The Client is aware that, unless otherwise requested by the Service Provider, the Service Provider has no or only partial knowledge of his personal (in particular financial and tax) situation.
RISKS
  1. 1.
    The Client accepts and acknowledges that the sale and purchase of cryptocurrencies is highly speculative and may involve significant financial risks which may result in losses equal to the amount deposited by the Client. For a description of the risks involved for the Service provided by the Service Provider, reference is made to the Cryptocurrency Risk Disclosure which is an integral part of these Terms and Conditions.
PROVISION OF CROSS-BORDER SERVICES (LOCAL RESTRICTIONS)
  1. 1.
    The Client accepts and understands that the policy of the Service Provider is not to appeal to persons resident abroad to contract its Services. The Client confirms that he took the steps to request opening of an Account out of his own initiative and that the Service Provider did not approach him in this regard; if this is not the case, the Client undertakes not to finalize the Account opening process.
  2. 2.
    The Client is aware that the Service Provider may not be able to provide him with all or some of its Services and/or products based on his place of residence and/or status.
  3. 3.
    Similarly, the Service Provider’s website may not be accessible in part or in full based on the Client’s place of residence or his current location. This applies in particular to clients residing in a country where the distribution of information contained on the Service Provider’s website contravenes the laws in effect in that country.
DECLARATION OF NON-US STATUS OR US STATUS
  1. 1.
    If the Client is an individual, he has confirmed that:
  2. 2.
    he is a “non-US person”, i.e. he is not a US citizen (be it by single, dual or multiple nationalities) and does not have a “resident alien” status (e.g. he is not holding a “Green Card” and has not been a long-term resident in the USA in the current year and the previous two years). Further, the Client confirms that he is the beneficial owner of the cryptocurrencies held and the income generated therewith in accordance with US tax law.
    1. 1.
      If the Client is not an individual, it has confirmed that:
  3. 3.
    it is a “non-US person”, i.e. it has not been created, is not registered or incorporated in the US and it is not a US person for any other reason. Further the Client confirms that it is the beneficial owner of the cryptocurrencies held and the income generated therewith in accordance with US tax law.
    1. 1.
      If the Client is an individual, he shall inform the Service Provider immediately of any change to his “non-US person” status.
    2. 2.
      If the Client is not an individual, it shall inform the Service Provider immediately of any changes to its “non-US person” status.
MARKET RULES
  1. 1.
    The Client acknowledges and accepts that the use of the Software and/or selling or purchasing cryptocurrencies may be subject to market rules laid down in by-laws, rules, provisions, customs and practices of an exchange, a market, a body or any other organization involved in the execution, and/or settlement of said transaction (e.g. a centralized exchange). The Client acknowledges and accepts that such market rules may offer wide powers to the involved organizations, in particular in exceptional circumstances or undesirable situations, including new governmental regulations on cryptocurrencies and the resulting legal consequences.
CONFIRMATIONS
  1. 1.
    As of the date of the opening of the Account, the date of any operation for the purpose of providing Services to the Client in relation to the Account and any date on which the Agreement or any part thereof is revised, updated or amended, the Client confirms to the Service Provider and agrees to the following for the benefit of the Service Provider that:
  2. 2.
    The Client is not legally incapacitated or interdicted to act in respect of the establishment of the business relationship with the Service Provider or the use of any and all Services and is not bound by any law or regulation preventing him from entering into such a business relationship, from accessing the Service Provider’s website or from using any form of the Services with the Service Provider.
  3. 3.
    In case of a corporation, limited liability company, trust, partnership, unincorporated association, entity without legal personality or another non-natural person, the Client is duly organized and validly existing under the applicable laws of the jurisdiction of its organization and the Service Provider will be notified in writing of any changes to the powers held by representatives or agents. The Client confirms that if such written notice is not provided, the Service Provider shall not assume any liability and that no official publication shall be binding on the Service Provider.
  4. 4.
    The Client has obtained all necessary (corporate or other) consents and authorizations and is competent to establish a business relationship with the Service Provider.
  5. 5.
    The Client has taken note of and undertakes to comply with all laws, market rules and regulations applicable to him, notably as a result of his place of domicile and nationality, including, without restriction, all regulations and requirements in respect of foreign exchange controls.
  6. 6.
    The Client confirms that he is in compliance with all tax rules and requirements by tax authorities of the country or countries in which he assumes fiscal responsibility. The Service Provider is not responsible for advising the Client on any tax liabilities or obligations whatsoever that may arise directly or indirectly in relation to the Accounts. The Client will, if need be, request advice from tax experts.
  7. 7.
    The information that the Client has given to the Service Provider, in particular but not limited to the information provided for the creation of the Client’s Risk Profile, is complete, accurate, up to date and not misleading.
    1. 1.
      The Client undertakes to inform the Service Provider immediately by written notice of any changes regarding any information provided to the Service Provider herein, in the Account or otherwise, whether in relation to himself or any person authorised by him.
COMMUNICATIONS AND INSTRUCTIONS
Notices from the Service Provider
  1. 1.
    ​
    1. 1.
      All notices or communications (hereinafter the “Notices”) from the Service Provider to the Client will normally be made in electronic form, in particular by sending an email or providing an in-app notice. The Service Provider may issue any Notice, at its sole discretion, via any other means of communication. The Client expressly agrees to receive correspondence in electronic format and is aware of, and accepts, any consequences, losses and risks that might result from the electronic transmission of information.
    2. 2.
      The Client shall ensure that he or any person authorized by him can be contacted by the Service Provider at all times by email.
    3. 3.
      All Notices from the Service Provider to the Client shall be deemed as having been duly issued to the Client when sent to the email address most recently supplied by the Client or when made available in the Account or on the Service Provider’s website.
    4. 4.
      Notices from the Service Provider posted, sent or given, where relevant, in the Account or on the Service Provider’s website or via email shall be deemed as having been duly received as soon as they are posted, sent or given. The Client shall be responsible for regularly consulting his Account and the Service Provider’s website in order to take note of any Notices from the Service Provider.
    5. 5.
      The Client is solely responsible for all communications issued with his passwords (hereinafter the “Identification Codes”) as well as for all sales and purchases carried out with his Identification Codes. Any person using the Client’s Identification Codes or identifying himself over the Internet (as defined below) by using the correct Identification Codes shall be considered by the Service Provider as authorized to act on behalf of the Client, notwithstanding the absence of a power of attorney in favor of this person. The Service Provider shall not be liable for any Damages suffered by the Client as a result of communications, sale and purchases carried out as a result of using the Client’s Identification Codes even in cases where such have been used fraudulently, illegally and/or against the wishes of the Client.
    6. 6.
      The Client shall take any and all measures necessary in order to protect his Identification Codes and to ensure that unauthorized third parties do not have access to his Account. The Service Provider strongly recommends to the Client that he regularly change his passwords. If the Client stores his Identification Codes or any other confidential information in an accessible manner on his computer or anywhere else, he does so at his own risk. The Client shall immediately inform the Service Provider if he suspects his Identification Codes to be known by an unauthorized third party and if the access to his Account needs to be blocked. The Client shall bear any and all consequences linked directly or indirectly to the blocking and unblocking of his Account. For the avoidance of doubt, the Service Provider can only block the access to the Client’s Account, but not to the account on the third party exchange. If the account on the third party exchange needs also to be blocked, it is the Client’s responsibility to take all necessary steps with the third party exchange.
    7. 7.
      The Client acknowledges that it might be impossible to rescind, withdraw or amend the Client’s Risk Profile with immediate effect, even if a corresponding sale respective purchase is not yet executed at the time of the Client’s request to do so. The Client acknowledges that he is solely liable for any Damages resulting from any rescinding, withdrawal or amendment of the Client’s Risk Profile requested during the execution of a sale respective purchase in accordance with the previous Client’s Risk Profile.
    8. 8.
      Subject to other provisions of the Agreement, all communications from the Client shall be in English.
Internet
  1. 1.
    The Service Provider offers the Client the possibility of carrying out Services via the Internet and, as the case may be, via other means of electronic communication such as mobile applications (hereinafter collectively, the “Internet”). The Service Provider reserves the right at its sole discretion to conduct technical maintenance, during which time, access to the Service Provider’s website may not be possible and it may also not be possible to carry out Services.
  2. 2.
    The Client shall be liable for any Damages in connection with his technical access to his Account. The Client shall use the appropriate hardware and software, in order to connect to his Account.
  3. 3.
    The Client is aware of the risks inherent in using the Service Provider’s website or otherwise in using the Internet, including the risk of using open, generally public networks for what regards the transmission of data from the Client to the Service Provider and from the Service Provider to the Client. He is also aware that data are regularly transmitted in an unsupervised manner beyond Switzerland’s borders, even if the sender and the recipient are both located in Switzerland. Even where the data themselves are encrypted, the sender and recipient can sometimes remain unencrypted, such that third parties may be able to infer their identity.
  4. 4.
    The Service Provider expressly disclaims any liability for any Damages incurred by the Client in connection with transmission errors and failures (including delays in the transmission of Instructions, misunderstandings, duplications, etc.), breakdowns (e.g. caused by any maintenance), slowdowns, overloads, transmission cutouts, technical defects, service interruptions (e.g. systems maintenance), disruptions, interference, illegal attacks (e.g. hacking) and willful blockage of telecommunication devices and networks (e.g. “mail bombing”, denial of service) or in connection with other malfunctions, errors or deficiencies on the part of telecommunication and network operators, exchanges, settlement or clearing systems, other financial service providers or the Client (including Client’s hardware and software).
  5. 5.
    The Service Provider accepts no liability and gives no guarantee that data transmitted and published via the Internet are correct, accurate and complete. In particular, account related data (e.g. current value of the portfolio, executed purchase and/or sale decisions) and information in the public domain shall not be binding. The Client is particularly aware of the following Internet specific risks for which the Service Provider cannot accept liability:
  6. 6.
    Inadequate knowledge of the system and defective security measures can facilitate unauthorized access. The Client is aware of the risk that his Account may be infiltrated by computer viruses and other harmful programs that infected the Client’s hardware or software (e.g. via the Internet, e-mails or the exchange of data carriers) or may be misused by an unauthorized third party. The hardware and software used by the Client should always be from a trustworthy source The Client shall be responsible for informing himself of the necessary security measures (e.g. anti-virus programs, firewalls) and for taking such measures;
  7. 7.
    The compilation of user statistics by internet providers, from which it may be deduced that the Client has contacted the Service Provider;
  8. 8.
    The use of the Client’s hardware and software by persons other than the Client brings additional risks. If the Client uses and stores any information (notably his password, user ID, portfolio information, account statements, etc.) on an accessible manner on his hardware, he does so at his own risk and is fully responsible for all consequences.
    1. 1.
      The Client acknowledges that certain software components, such as coding algorithms, artificial intelligence, the sale and purchase of cryptocurrencies and cryptocurrencies may be subject to (in particular import and export) restrictions in certain countries. The Client must inform himself accordingly and shall assume sole liability for risks in this regard. The Service Provider accepts no liability for the infringement of provisions governing the import, export and use of prohibited software components or provisions governing the holding or the sale and/or purchase of cryptocurrencies.
Liability
  1. 1.
    Any Damages resulting from the use of email services or any other means of communication, such as delays, misunderstandings, transmission or other errors, data losses, repetition, technical faults, overloads, (system) breakdowns or interruptions, malfunctions, interference, etc. shall be borne by the Client.
CONFIRMATIONS, STATEMENTS AND COMPLAINTS
  1. 1.
    The Client shall immediately verify the contents of all statements, confirmations, reports and other similar documents (hereinafter the “Reports”) made available on his Account. Any complaint by the Client (e.g. and any objections concerning a Report or a Notice from the Service Provider) must be made by email sent to the email address [email protected] immediately upon receiving the corresponding Report or Notice, but not later than thirty days after receipt. After this period the Report or Notice concerned shall be deemed to have been approved. The Client shall bear the consequences of any delay in making the complaint.
  2. 2.
    Express or tacit acknowledgement of a Report shall be deemed to constitute approval of all the items it includes, also of any reservation made by the Service Provider.
LIABILITY
  1. 1.
    The Service Provider will perform its contractual and legal obligations towards the Clients with the ordinary business diligence.
  2. 2.
    The Service Provider shall only be liable to the Client for direct losses caused by fraudulent or grossly negligent breaches of the Service Provider’s obligations under applicable Swiss law or the Agreement. In particular, but not limited to, the Service Provider shall not be liable for:
  3. 3.
    Damages arising from the access to and use, or any hindrance to the access and use, of the Service Provider’s website, the Client’s Account and the use of the information and Services available thereon;
  4. 4.
    Damages arising from the Service Provider’s lawful intervention pursuant to legal requirements and/or the Agreement;
  5. 5.
    Damages arising from events as described in Articles 9.11 to 9.14 or any other materialization of any risks associated with Internet;
  6. 6.
    Damages brought about directly or indirectly by extraordinary circumstances beyond the reasonable control of the Service Provider, which it may determine at its reasonable discretion and may only affect part of the Service Provider, and may include (but are not limited to) (i) technical difficulties (such as an electrical power cut, failures or breakdowns of information technology or communication channels and equipment), (ii) unavailability and/or malfunctioning of the Service Provider’s website and/or malfunctioning of software to access the Service Provider’s website for any reason whatsoever, (iii) declared or imminent wars, terrorist attacks, revolutions, civil unrest, hurricanes, earthquakes, floods and other natural disasters, (iv) mandatory provisions, steps taken by authorities, riots, strikes, lock-outs, boycotts, blockades and other significant labour disputes, regardless of whether or not the Service Provider is a party to the conflict, (v) the suspension, cessation or closure of any market for cryptocurrencies, or cryptocurrency (vi) the imposition of limits or special or unusual terms on the trading in any market for cryptocurrencies or cryptocurrency, (vii) the occurrence of a market disruption or of an exceptional movement in any market for cryptocurrencies or any cryptocurrency, and (viii) any other situation that may be defined as “act of God” (hereinafter collectively, “Force Majeure Events”).
    1. 1.
      Under no circumstances shall the Service Provider be liable for indirect, accumulated or subsequent Damages, nor shall the Service Provider have any liability whatsoever for Damages caused by failure on the part of the Client to mitigate any Damages, in particular by failing to take immediate measures to prevent potential Damages or reduce existing Damages known or foreseeable or that should have been known or foreseeable if the Client had exercised due care and diligence. For instance, in the event that the Service Provider’s website and/or the Account are unavailable (e.g. due to technical problems).
    2. 2.
      Subject to the provisions of Section 11.1 to 11.3 and if the Service Provider has failed to apply due business diligence, its liability for any Damages suffered by the Client shall in any case be limited to an amount equal to the loss of interest by the Client.
INDEMNIFICATION
  1. 1.
    The Client hereby accepts to indemnify and hold harmless the Service Provider, its affiliates, the Service Provider’s and its affiliates’ directors, corporate bodies, officers and employees (the “Indemnified Persons”) from and against any Damages, any other costs (including, without limitation, travel expenses, costs for the services of a debt collection company and internal handling costs, as defined by the Service Provider at its reasonable discretion), and any commitments (present, future, hypothetical, unexpected or otherwise) that the Indemnified Persons may sustain or incur as a result of, or in relation to, (i) the Client’s failure to fully and timely perform his obligations under the Agreement or any part thereof, (ii) his failure to comply with any laws and regulations applicable to him, (iii) any measures taken by the Service Provider to safeguard its interests or otherwise to enforce any of the provisions of the Agreement and any other agreement between the Service Provider and the Client, (iv) an Event of Default (as defined below), (v) the Client’s incorrect, incomplete and/or misleading confirmations and information, in particular as regards his fiscal situation, e.g. a status as a US person, (vi) a freezing order, an attachment, a seizure or a similar proceeding, whether civil, criminal or administrative, in relation to the Account or (vii) any event comparable to (i)-(vi).
  2. 2.
    These indemnities shall be in addition to any other right, indemnity or claim which the Indemnified Persons may have under the Agreement or the applicable laws.
  3. 3.
    The obligations of this Section 12 shall remain in force notwithstanding the termination of the Agreement or any part thereof.
FEES AND CHARGES TO THE CLIENT
  1. 1.
    The Client undertakes to pay the Service Provider fees and costs according to the provisions set out in the Service Providing Agreement.
  2. 2.
    The Service Provider reserves the right to amend its fees and costs at any time, and the Client shall be notified of such amendments accordingly. Save where otherwise advised by the Service Provider in its Notice, such amendments shall be deemed as having been approved if they are not contested in writing within thirty days of the date of the Notice.
DATA PROTECTION
  1. 1.
    The Client accepts and consents that the Service Provider collects and processes personal data. The type of personal data processed by the Service Provider and how the Service Provider processes such personal data is set out in the Privacy & Cookies Policy. Pursuant to the Privacy & Cookies Policy, the Client acknowledges that the Service Provider is entitled to process the Client’s personal data for different purposes, in particular for the purposes of carrying out Services and other operations, providing any Service under the Agreement, fulfilling legal requirements, maintaining the Client relationship, marketing its products and Services, and improving the quality of products and Services.
  2. 2.
    The Client consents and explicitly authorizes that the Service Provider exchanges information on the Client (including personal data) with subsidiaries of the Service Provider, as well as with third party intermediaries and service providers abroad, including in jurisdictions that do not offer a level of protection of personal data equivalent to that of Switzerland. This consent and authorization shall also be considered to have been given to the relevant subsidiary of the Service Provider, third party intermediary or service provider which shall also be authorized to process such information on the client, in accordance with applicable laws.
  3. 3.
    The Client acknowledges and agrees that once Personal Data has been transferred outside of Switzerland, it is generally no longer protected by Swiss law but subject to the applicable legislation, and may be transmitted to third parties or authorities in accordance with any applicable law.
  4. 4.
    The Client is aware of the fact that any data transmitted via the Internet are regularly transmitted in an unsupervised manner beyond Switzerland, even if the sender and the recipient are both located in Switzerland. Even where the data themselves are encrypted, the sender and recipient can sometimes remain unencrypted, such that third parties may be able to infer their identity.
  5. 5.
    The Client also acknowledges that the Service Provider may use a third party supplier’s software and that the IP address of the computer or device on which the Client uses the said software may become known to that third party supplier, who may not be located in Switzerland. The Client accepts any and all related consequences, particularly in terms of confidentiality and data protection.
MONEY LAUNDERING
  1. 1.
    The Client confirms that he is aware of the requirements imposed by anti-money laundering legislation and regulations and that he is obliged to co-operate fully with the Service Provider in order to comply with all applicable requirements. Any other obligations arising out of and in connection with legal and regulatory anti-money laundering measures under any applicable laws remain reserved.
  2. 2.
    The Client is obliged, and undertakes, to provide the Service Provider with any and all requested information and documentation concerning his person or, wherever necessary, concerning the identity of any third party on whose behalf and for whose account he acts, notably in a capacity as agent.
  3. 3.
    The Service Provider may in particular request information and supplementary details in respect of the justification for, and economic background of, the Client, the assets on the Account, and any sale and purchase and other operations associated with his Account. If such information is not provided or is, in the opinion of the Service Provider, insufficient, it may, without prior Notice to the Client, decline to provide Services to the Client, postpone the provision of Services, notify the relevant authorities and/or terminate the relationship with the Client. Provided that the Service Provider has complied with applicable legal provisions or internal or external rules and regulations, the Service Provider shall not be liable for any Damages caused by any or all of these measures.
OUTSOURCING
  1. 1.
    For the purpose of outsourcing all or part of its activities, the Service Provider reserves the right to procure services from third parties, including subsidiaries of the Service Provider, in Switzerland or abroad. Such outsourced activities shall remain under the responsibility and supervision of the Service Provider to the extent required by applicable laws and regulations. Where personal data of the Client is involved, the Service Provider will ensure its confidentiality in accordance with applicable law.
INTELLECTUAL PROPERTY
  1. 1.
    All copyrights, trademarks, trade secrets and other intellectual property rights underlying the Services and in the Service Provider’s website shall remain at all times the sole and exclusive property of the Service Provider or of the third-party owners. The Client shall have no right or interest in such intellectual property rights except for the non-exclusive right to access and use them as specified under the Agreement. The Client shall not copy, modify, decompile, reverse engineer, alter or make derivative works of the Service Provider’s intellectual property rights or the manner in which they operate. Any violation of the above shall be subject to prosecution and liability of the Client.
  2. 2.
    It is expressly prohibited for the Client to directly or indirectly use any device, software or other artifice to manipulate or attempt to manipulate the functioning of any electronic system, interface, device, data feed or software of any type or kind made available by the Service Provider in connection with his Account.
EVENT OF DEFAULT
  1. 1.
    Acting at its sole discretion and without being obliged to issue prior Notice to the Client, the Service Provider is entitled to (i) terminate the Agreement or any part thereof, (ii) suspend the fulfilment of its own obligations or (iii) take any other measures, if the Service Provider considers it necessary for its own protection, in particular, upon or following the occurrence of a Force Majeure Event or if any of the events set out below (hereinafter individually, an “Event of Default”) arise or at any time after an Event of Default set out below has arisen:
  2. 2.
    The Client fails to make any due payment to the Service Provider for whatever reason.
  3. 3.
    The Client violates or fails to comply with any or all of the provisions of the Agreement or any part thereof, any or all of the provisions of any other applicable contract between the Service Provider and the Client.
  4. 4.
    The Client fails to fulfil any obligation towards the Service Provider or commits a breach of his/her representations, warranties, confirmations or acknowledgements.
  5. 5.
    The Client dies, is declared missing or is otherwise incapacitated or interdicted.
  6. 6.
    The Client becomes insolvent, ceases activities, or files for pre-insolvency proceedings or any other comparable proceedings.
  7. 7.
    The Client is subject to Service Providerruptcy, restructuring proceedings, or any other comparable proceedings, including protective measures pursuant to Article 27 of the Swiss Service Providering Act and/or reorganisation proceedings pursuant to Articles 47 ss of the FINMA Ordinance on the Insolvency of Service Providers and Securities Dealers.
  8. 8.
    Debt enforcement proceedings (incl. foreclosure) are commenced against the Client or the Client is unable or refuses to settle all or part of his debts or fulfil his financial obligations.
  9. 9.
    The Client is subject to any other liquidation proceedings, or the appointment of an administrator, liquidator or receiver at the request of or by a regulatory authority or court.
  10. 10.
    The Client is subject to any procedure equivalent or comparable to those covered under (e) to (h) above.
    1. 1.
      Unless otherwise decided by the Service Provider, where an Event of Default listed under e), f) or h) above occurs, the Agreement shall be deemed to have been terminated immediately prior to the occurrence of said Event of Default.
TERMINATION
  1. 1.
    Either the Service Provider or the Client may terminate, at any time and without stating any reasons, any business relationship arising out of and in connection with the Agreement.
  2. 2.
    The termination notice by the Client shall be provided via the Client’s Account to the Service Provider and shall become effective as soon as the Service Provider confirms the receipt of the termination notice via in-app notice or email; the Service Provider is entitled to issue the termination Notice to the Client also using one of the other means of communication mentioned in Section 9. Unless expressly stipulated otherwise in such Notice, the business relationship shall be terminated with immediate effect; the termination shall become effective on receipt of the Service Provider’s termination Notice by the Client.
MISCELLANEOUS
  1. 1.
    The Service Provider reserves the right to amend the Agreement or any part thereof at any time. The Client shall be notified accordingly. Save where otherwise advised by the Service Provider in its Notice, such amendments shall be deemed as having been approved either if the Client uses the Services after such amendments have been published or if they are not contested in writing within thirty days of the date of the Notice, whichever comes first.
  2. 2.
    Should any provision of the Agreement or any part thereof be illegal, invalid or unenforceable in any manner whatsoever pursuant to the legislation of any given jurisdiction, this shall not affect the legality, validity or enforceability of the remaining provisions of the Agreement and any part thereof, and the Service Provider and the Client shall endeavour to reach an agreement and/or replace the illegal, invalid or unenforceable provision by a legal, valid and enforceable solution that comes as close as possible to the purpose of the affected provision. If a provision of the Agreement or any part thereof becomes illegal, invalid or unenforceable because of a law, Market Rule or other regulation enacted or adopted hereafter, the affected provision shall be deemed modified or superseded, as the case may be, by the applicable provisions of such law, Market Rule or regulation.
  3. 3.
    In the event of the death of the Client, the Service Provider reserves the right to make enquiries and request that the formalities, particularly the certificate of inheritance and the death certificate, be provided to the Service Provider.
  4. 4.
    The Client may not assign any of its rights and obligations pursuant to the Agreement (or any part thereof) without the prior written consent of the Service Provider.
  5. 5.
    Should the Service Provider fail to enforce or exercise or experience a delay in enforcing or exercising any of its rights under the Agreement this shall not be construed as constituting a waiver of such rights, nor shall it compromise any enforcement or exercise of such rights, whether now or in the future.
  6. 6.
    Unless otherwise agreed, any other special regulations or agreements shall take precedence over the Terms and Conditions. Within any of the above-mentioned documents, a specific regulation shall take precedence over a general regulation unless otherwise agreed.
  7. 7.
    The days on which the Service Provider offers its Services shall be referred to as “Business Days”. Saturday, Sunday and any public holiday at the seat of the Service Provider in Zug in Switzerland shall not be considered as Business Days.
  8. 8.
    Any reference in the Agreement or any part thereof to a person includes individuals and legal entities.
  9. 9.
    Any reference in the Agreement or any part thereof to the Service Provider includes, where relevant, the Service Provider’s directors, managers, officers, employees, successors, agents and other representatives as well as subsidiaries and their directors, managers, officers, employees, successors, agents and other representatives.
  10. 10.
    20.10.Any reference in the Agreement or any part thereof to a law, rule, or legal provision includes any subsequent amendment made to it.
APPLICABLE LAW AND JURISDICTION
  1. 1.
    The Agreement and any part thereof shall exclusively be governed by and construed in accordance with substantive Swiss law.
  2. 2.
    The place of performance, the place of enforcement against Clients residing abroad and the exclusive place of jurisdiction for any dispute arising from or in relation to the Agreement or any part thereof shall be at the seat of the Service Provider in Zug in Switzerland. However, the Service Provider reserves the right to bring such proceedings before the competent courts having jurisdiction at the Client’s place of residence or domicile or before any other competent court, in which case substantive Swiss law shall remain exclusively applicable.
Website Disclaimer
Disclaimer: Wisdomise does not offer asset management within the meaning of FINIG/FIDLEG, nor is Wisdomise authorized by the FINMA. Wisdomise does not provide deposit protection as there are no deposits, note that cryptocurrency trading is highly volatile and there could be a total loss. Wisdomise does not offer services to clients who are not residents in Switzerland. Wisdomise.io may contain elements of advertising.
Last modified 3mo ago