General Terms & Conditions and Agreement for the service of Intelligence and Advisory
Last update 25/01/23
Crypto Conseil Suisse SA, a share corporation registered in the Register of Commerce of Geneva under the identification number CHE-215.913.206 with registered seat and address rue de Rue Sigismond-Thalberg 2, 1201 Geneva, Switzerland
Preamble:
1. The Company is a share corporation under the Swiss code of obligations whose business purpose is to provide advices on Distributed Ledger Technology (DLT) and related IT services to secure transactions linked to DLT, including cryptocurrencies.
2. The Client is interested in DLT, including cryptocurrencies and other digital assets (at the exclusion of any security tokens), and is seeking advices and support to constitute a cryptocurrency portfolio and to organize related transactions.
3. The Client is informed that the Company does not perform any asset management activity nor any financial intermediary activities. Its activity is strictly limited to advisory and IT support services on DLT, cryptocurrencies and specific digital assets (other than security tokens). Moreover, the Client is informed that within the context of this Cryptocurrency Support & Advisory Agreement, the Company does not provide any advisory services on any financial instruments or products.
4. In this context, the Company is willing to provide advisory and IT support to the Client, at the exclusion of any activity as financial intermediary. The purpose of this Cryptocurrency Support & Advisory Agreement (the “Agreement”) is to set forth the rights and obligations of the Parties.
Article 1 – scope
1.1 Under this Cryptocurrency Support & Advisory Agreement (the “Agreement”), the Client appoints the Company to provide support & advisory services on DLT, cryptocurrencies and other digital assets as listed in (Appendix 1) (the “Services”).
1.2 The Client is informed and accept that the Company shall not make any decisions, including any investment decisions whatsoever, and will not act as financial intermediary under the Swiss Anti- Money-Laundering Act of October 10, 1997 (AMLA). The Company does not perform conversions and does not provide any wallet to the Client. The wallet of the Company shall not be used for any transaction of the Client.
1.3 Under this Agreement, the Company may under no circumstances manage any cryptocurrencies or any other assets belonging to the Client, including digital assets, transfer any part of the Client assets, stake or pledge any assets for its own account for the account of the Client or for the account of third parties.
1.4 The Client alone will determine his choice on any activities and transaction.
Article 2 – no suitability
2.1 Article 3 let. a of the Swiss Financial Services Act of June 15, 2018 (FinSA) provides for a list of financial instruments as follows: equities (including participation rights / certificates), debts instruments, bonds, units of collective investment schemes, structured products, derivatives and deposits whose redemption value or interest is risk- or price-dependent, excluding those whose interest is linked to an interest rate index. In contrario, from a Swiss legal & regulatory perspective (more particularly from a FinSA perspective), pure cryptocurrencies shall not be considered as financial instruments and are therefore not subject to the rules of conduct of FinSA. Pure cryptocurrencies are means of payment. The Company will not buy and sell cryptocurrencies for the Client, as such activity is subject to AMLA (see for instance the analysis of the Swiss Federal Council report on cryptocurrencies dated June 25, 2014, sub-chapter 3.3.3 let. c, page 15 in relation to the AMLA and buying and selling cryptocurrencies for third parties).
2.2 The Client is expressly informed that the Company is not subject the suitability requirements ofarticle 12 FinSA and will not assess whether the activities and transactions contemplated by the Client and/or performed by the Client are suitable. More particularly, the Client is expressly informed and accepts that the Company will not enquire about the Client’s financial situation and investment objectives as well as his knowledge and experience.
Article 3 – no monitoring
3.1 The Services, whether personalized analysis, studies, support and/or advices, are only valid at the time they are delivered to the Client as their relevance may be strongly impacted by the fluctuations of the cryptocurrencies markets.
3.2 The Client is hereby informed and accepts that the Company will not monitor the decisions made by the Client. The Company may however at its own initiative make new recommendations to the Client in relation to cryptocurrencies on which specific recommendations were made.
3.3 The Company does not have any duty to respond to requests for information or advice if the request concerns digital assets that are not monitored by the Company’s research and services or if the Company considers that it does not have sufficient information to issue an informed advice. In such
a case, the Company shall inform the Client within a reasonable time about the same.
Article 4 – risks
4.1 By signing this Agreement, the Client confirms that he has read, understood and accepted the risks listed on Appendix 2, which provide for a non exhaustive list of risks related to the execution of this Agreement.
Article 5 – remuneration
5.1 For the Services performed by the Company, the latter is entitled to receive the fees set forth in Appendix 3.
5.2 Unless the Clients (i) is informed in writing about the details of additional commissions received from third parties and which would be paid to the Company and (ii) expressly renounces to receive such commissions, the Company is not entitled to receive any commissions from third parties in the
context of this Agreement.
Article 6 – delegation or intervention of third parties
6.1 The Client expressly authorizes the Company to delegate specific activities to third parties, including, but not limited to, IT, legal, compliance, risks and/or administrative tasks.
6.2 The Client is informed that other parties and entities, including abroad (i.e. outside Switzerland), may be involved in DLT activities and transactions, based on separate agreements.
Article 7 – liability
7.1 The Client undertakes to indemnify the Company for any damage it may suffer in the execution of this Agreement.
7.2 The liability of the Company is limited to gross negligence.
Article 8 – confidentiality
8.1 The Client undertakes to respect the confidential nature of this Agreement, as well as of the advice and information given to him by the Company and to keep them for his exclusive use.
8.2 Likewise, the Company is bound by Swiss law to absolute confidentiality regarding everything communicated or entrusted to it in the exercise of its profession and its functions, being specified that this Agreement is not exclusive and the Company may provide similar advices and support to
other clients.
Article 9 – termination
The Agreement may be terminated in writing at any time by either Party by giving thirty (30) days written notice to the other Party. In the event of termination by the Client, the Client is obliged to pay the fees for the current quarter.
Article 10 – termination
All legal relations between the Client and the Company are governed exclusively by Swiss law. In the event of a dispute, the Parties shall endeavour to reach an amicable settlement with the competent mediator in accordance with the rules of the applicable mediation process within 3 months from the notification of the dispute to the other Party, failing which due process may be initiated. The place of performance, the exclusive place of jurisdiction for all disputes, as well as the place of prosecution – as regards the latter, only for clients domiciled abroad – are located in Geneva (Switzerland), before the judicial authorities of the canton of Geneva, subject to a possible appeal to the Swiss Federal Court located in Lausanne. However, the Company remains entitled to institute proceedings at the domicile of the Client or before any other competent court, Swiss law remaining exclusively applicable.
Article 11 – Cryptocurrency Advisory Service and Hacking Protection
11.1 In addition to the foregoing provisions of this Agreement, the Client acknowledges that the Company provides cryptocurrency advisory services (the “Advisory Service”) as well as hacking protection services (the “Hacking Protection Service”). The Advisory Service aims to provide expertise in the field of cryptocurrencies to assist the Client in making informed decisions and gaining a better understanding of the opportunities and risks associated with cryptocurrency investments. The Hacking Protection Service aims to assist the Client in securing their cryptocurrency assets against hacking threats.
11.2 The Advisory Service includes, but is not limited to, the following elements:
11.3 The Client acknowledges that the recommendations and information provided as part of the Advisory Service are based on the Company’s current expertise and knowledge, but cryptocurrency markets are subject to unpredictable fluctuations and risks. Therefore, the Company cannot guarantee the success of the Client’s decisions using the information provided through the Advisory Service.
11.4 The Hacking Protection Service aims to assist the Client in securing their cryptocurrency assets, but it is important to note that the security of assets also depends on actions taken by the Client to protect their information and access.
11.5 The Client is solely responsible for their investment decisions, the security of their cryptocurrency assets, and actions taken in relation to cryptocurrencies. The Company does not manage the Client’s assets, does not provide financial brokerage services, and assumes no responsibility for the results of the Client’s cryptocurrency operations