(This Agreement andany annexes hereto, as amended from time to time, the “Agreement”)
This agreement governs all business entered into by DCAP AG, Löwenstrasse 29, 8001 Zurich, Switzerland (“us” and “we”)with a potential or actual investor (“you”; each referred to as a “Party”and collectively as the “Parties”) and may be supplemented by annexes (“Annexes”),which shall be incorporated into, supplement and form part of this agreement (“Agreement”).In the event of any conflict between this Agreement and the Annexes, the provisions of the Annexes shall prevail.
2. INFORMATION ON DCAP AG
We are an investment advisor for Web3 related assets. Our contact details are the following:
We are licensed as a portfolio manager by theSwiss Financial Market Supervisory Authority FINMA and affiliated with thesupervisory organisation AOOS Schweizerische Aktiengesellschaft für Aufsicht.
We act as a portfolio manager to collective investment schemes (“Funds”), offer those Funds to our clients and provide the receipt and transmission of your orders (i.e., forwarding of the subscription application to the Fund).
We do not provide investment advice, portfolio management, investment research, legal, tax or financial advisory services to you. As far as we provide you with information to the Funds as well as market or other information, these do not constitute investment advice.
All information and documents relating to the Funds are for informational purposes, do not constitute an offer, recommendation, or solicitation to purchase the Funds and are provided without any representation, warranty or guarantee as to their accuracy or completeness.
You acknowledge and agree that we are under no obligation to assess whether the Funds are appropriate and/or suitable for you with respect to your knowledge and experience, investment objectives, risk tolerance and financial situation, including your ability to bear losses. You hereby acknowledge that we informed you before providing the services described in section 3 that an appropriateness or suitability assessment will not be performed.
You acknowledge and agree that you assume full responsibility for your investment decisions and the resulting risk.
4. RISKS OF FINANCIAL INSTRUMENTS
Trading in financial instruments such as Funds involves financial risks. These risks can vary significantly depending on the financial instrument. The various types of financial instruments and the associated risks are described in the brochure "Risks in Trading withFinancial Instruments" published by the Swiss Bankers Association, available at www.swissbanking.org.
You herewith acknowledge and confirm that you have read the aforementioned brochure and understand the risks of financial instruments, in particular the risks of Funds.
5. TRANSACTIONS IN THE FUNDS
The transactions in the Funds are exclusively entered into between you and the Fund (“Transaction”). We support you, as the case may be, by transmitting the subscription application to the relevant Fund. You are solely responsible to instruct the relevant custodian bank to execute the respective Transaction. You acknowledge and agree that the Fund may reject a Transaction in its sole discretion.
You will be responsible for and will be bound by all costs and expenses we and/or the Funds enter into or incur as a consequence of or in connection with an executed subscription application.
6. CLIENT SEGMENTATION
Your hereby confirm your client segmentation set out in the subscription application of the relevant Fund in accordance with theSwiss Federal Act on Financial Services and the Swiss Federal Act on CollectiveInvestment Schemes.
7. CONFLICTS OF INTEREST
We adhere to the strictest ethical standards and have taken organisational measures to prevent situations of conflict arising between our (including our employees) and your interests. We have also identified a certain number of potential conflicts of interest and provided for mitigation measures to prevent them. If we identify a conflict of interest that we cannot resolve, we will notify you of the nature and source of this conflict, the risk associated with it, and the measures taken to mitigate it, so that you can take an informed decision.
We receive a management fee (“Management Fee”)and, as the case may be, a performance fee (“Performance Fee”) from theFunds for which we act as portfolio manager. The maximum Management Fee andPerformance Fee paid by the Funds is disclosed in the product documentation of the relevant Fund and is disclosed by us upon request. If and to the extent such remuneration, based on statutory law or any other rules, would have to be credited to the Fund or forwarded to you, you hereby acknowledge and agree that we may retain and keep such remuneration.
If we have established a business relationship with you through a third party, we may pay the third party a respective fee(revenue, transaction, or asset based) on a one off and/or ongoing basis.
9. CONFIDENTIALITY, OUTSOURCING AND DATA PROTECTION
Each of the Parties undertakes to keep confidential all known information and all information which becomes known to such Party in relation to the Funds as well as in general in relation to the matters of the other party.
We reserve the right to procure services from third parties located in Switzerland or abroad. You acknowledge that we may, and expressly authorise us to, obtain, process, disclose and transfer, without prior notice, personal data about you (and, where applicable, individuals in respect of whom you provide us with personal data) to third parties, in particular but without limitation, to the Fund. You understand that the data protection legislation abroad may not give you an equivalent protection as the data protection legislation in Switzerland.
Our communications shall be deemed to have been duly effected if they have been sent by e-mail or mail to your last address communicated to us. The date of dispatch shall be considered to be the date shown on file copies or mailing lists in our possession.
Telephone lines of us may be recorded and stored for 12 months. You agree that recorded telephone conversations may be used as evidence in case of any disputes between the Parties.
The Parties are aware of the risks related to the use of electronic communication, in particular the risk of loss of data and its incomplete delivery in transfer as well as the risk of information or data being intercepted by third parties. We have taken adequate measures to address such risks. We however take no responsibility for any damages that could arise from the materialization of such risks.
Neither we nor our directors, employees, agents and delegates shall be liable for any losses, damages, costs or expenses incurred or suffered by you resulting or arising from any act or omission made under or in relation to or in connection with the services under this Agreement, unless arising directly from our gross negligence, wilful default or fraud.
You will indemnify and hold us and the Funds harmless against and from any costs, losses, liability or expenses whatsoever which we or the Funds may suffer or incur directly or indirectly in connection with, or as a result of, any action performed by you under this Agreement. However, you will not have to indemnify us to the extent that the expenses or losses are due to our or their(s) gross negligence or wilful default.
12. TERM AND TERMINATION OF THE AGREEMENT
This Agreement shall be effective either (i) upon signing up on our dedicated Fund website or (ii) upon signing of the subscription application of the relevant Fund and shall be concluded for an unlimited period of time.
This Agreement may be terminated by either party at any time in writing (or in any other form demonstrable by text).
In the event of termination of the Agreement all rights and obligations under this Agreement shall expire. The termination of this Agreement shall not affect any continuing obligations of confidentiality and data protection provisions or any other obligations that, by their terms, are intended to survive the termination of the Agreement.
13. FORM AND AMENDMENTS
This Agreement (including any Annexes)constitutes the entire agreement between you and us and supersedes any prior agreements, undertakings, representations, warranties, assurances and arrangements of any nature whatsoever, whether or not in writing, relating thereto.
Any amendments or supplements to this Agreement(including any Annexes) shall be made in writing (or in any other form demonstrable by text).
We reserve the right to unilaterally amend thisAgreement at any time, provided that we notify you of the amendment in writing(or in any other form demonstrable by text). You will be deemed to have accepted the revised terms (a) upon engaging in the next transaction with regards to a Fund respectively (b) if you do not object in writing within two weeks of the notification.
If any provision of this Agreement should be ineffective or unenforceable or contain any omissions, the remainder of thisAgreement shall nevertheless remain in full force and effect. The invalid clause shall be replaced, or the omission shall be rectified by a valid clause whose content reflects the original intent and economic purposes of the original clause as closely as possible.
15. COMPLAINTS HANDLING
Client feedback and complaints are best addressed directly to your dedicated relationship manager or contact person.
If you perceive a response to be inadequate, we would like to be informed so that the situation can be rectified. Should you be dissatisfied with the way we have dealt with your concern, you may contact the following ombudsman office:
Finanzombudsstelle Schweiz (FINOS)
16. APPLICABLE LAW AND PLACE OF JURISDICTION
All legal relations between you and us shall be governed by Swiss law. Our domicile in Zurich shall serve as the place of performance and place of exclusive jurisdiction for all disputes arising out of or in connection with the business subject to this Agreement.Notwithstanding the foregoing, we shall have the right to bring any claim against you in any court having local jurisdiction. To the extent you are resident or domiciled abroad, place of debt enforcement against you shall be Zurich.