Trading terms and conditions
InvesTRe S.A. General Terms and Conditions for Trading
1. GENERAL PROVISIONS
1.1 Application and amendment of these Terms and Conditions
The contractual relationship between invesTRe S.A. ("invesTRe") and its client (the "Customer") is governed by these general terms and conditions for trading (the "Terms and Conditions") and by any special agreements that may be entered into between invesTRe and the Customer in accordance with the laws and regulations in force.
1.1.1 The Customer should read these Terms and Conditions carefully before using invesTRe's services. The Terms and Conditions are available on the website of invesTRe at www.moniflo.com and its mobile application. It is recommended to print or save a copy of the Terms and Conditions at the time of first use of invesTRe's services.
1.1.3 These Terms and Conditions are in English. By entering into the business relationship, the Customer represents that it fully understands this language.
1.1.4 Neutral gender language in these Terms and Conditions (it, its, itself) shall also include references to the feminine and masculine genders (she, her, herself and he, his, him, himself, respectively).
1.2 Authorisation and supervisory authority
1.2.1 invesTRe is authorised as a Luxembourg investment firm and subject to the supervision of the Luxembourg financial sector supervisory authority, the Commission de Surveillance du Secteur Financier ("CSSF"), located at 283, route d'Arlon, L-1150 Luxembourg.
1.2.2 invesTRe is registered with the Luxembourg trade and companies' register (Registre de Commerce et des Sociétés, Luxembourg) under the number B249656 and its registered office is located at 209, rue des Romains, L-8041 Bertrange, Grand Duchy of Luxembourg.
1.3 Entry into a business relationship and Customer identification
1.3.1 The entry into a business relationship with invesTRe and the execution of any transactions is subject to invesTRe receiving all documents, information and data that invesTRe considers necessary or may reasonably require in order to comply with its legal and regulatory obligations and internal policies and procedures in relation to identification and verification of the Customer's identity and the identity of its beneficial owners, the performance of customer due diligence, anti-money laundering and counter-terrorism financing, tax compliance, sanctions, anti-corruption, anti-bribery and fraud screening and checks and any other verification of the Customer's identity, corporate structure and origin of assets and wealth, as may be required by applicable laws and regulations and invesTRe's internal policies and procedures. These documents, information and data may relate to, among others, the Customer's legal and tax status, date and place of birth, principal residence or registered office, its professional and personal situation, beneficial owners, proxies and, where relevant, shareholders, partners or members.
1.3.2 The Customer undertakes to provide these documents, information and data to invesTRe prior to the entry into a business relationship with invesTRe and whenever required thereafter and to inform invesTRe in writing of any change in the documents, information and data submitted, as soon as possible, and in any event no later than ten (10) days after the change has taken place.
1.3.3 invesTRe may, from time to time, require additional information, data and/or documents that invesTRe may consider necessary or useful for maintaining the business relationship with the Customer and/or required by applicable laws and regulations. If the Customer does not provide invesTRe with the required information, data and/or documents, or if the Customer provides inaccurate, incomplete or misleading information, data and/or documents, invesTRe is entitled to suspend the services it provides to such Customer in accordance with clause 12. invesTRe shall not be liable for any losses, claims or damages resulting from such suspension.
1.3.4 The Customer guarantees the authenticity of any document transmitted by it or by any of its representatives. It is the responsibility of the Customer to ensure that the information, data and documents provided to invesTRe are complete, accurate and up to date. The Customer acknowledges and accepts that invesTRe shall have no liability as regards the authenticity, completeness, accuracy and validity of the information, data and documents provided by the Customer. invesTRe is fully entitled to rely on the information, data and documents provided to it.
If invesTRe is not able to comply with its legal and regulatory obligations or internal policies and procedures due to the Customer not providing the documents, information and data requested to the Customer by invesTRe, invesTRe may refuse to enter into or terminate the business relationship with such Customer, or refuse to execute a transaction. invesTRe may be required to report the event to the competent authority or take any other action required or permitted for such event under applicable laws and regulations.
1.3.5 InvesTRe may not be able to enter into a business relationship or provide its services to customers resident, domiciled or established in, or traveling to, certain countries due to restrictions under applicable laws and regulations or restrictions under invesTRe's internal policies and procedures. The list of restricted countries may change from time to time and is available on invesTRe's website. In particular, invesTRe does not permit "US persons" (within the meaning of US tax laws) to invest in securities using invesTRe's services. If the Customer is identified as a US person, invesTRe may close any open positions on a DLT securities account the Customer may hold and then freeze, block or terminate the Customer's account or the business relationship with the Customer. invesTRe shall not be liable for any losses, claims or damages resulting from the Customer's inability to access invesTRe's services when residing, being domiciled or established in or traveling to a restricted country.
1.4 Right of withdrawal
1.4.1 There is no right of withdrawal (droit de rétractation) pursuant to the legislation for services and trading in financial instruments covered by these Terms and Conditions for all individual orders placed by the customer via invesTRe. In contrast, the customer has the right to revoke the framework agreement.
1.5 Customer's representations and warranties
1.5.1 The Customer represents and warrants, in favour of invesTRe, that, when entering into a business relationship with invesTRe and for so long as it remains a Customer that:
(a) it has legal age and shall have at all times the right, power and authority, and has taken all action necessary, to lawfully enter into a business relationship with invesTRe and execute, deliver and exercise its rights, and perform its obligations, under these Terms and Conditions and each other special agreement concluded between the Customer and invesTRe;
(b) it is solely and completely responsible for its own compliance with the applicable laws and regulations;
(c) it acts as a principal and not as an agent for or on behalf of any other person, disclosed or undisclosed, and accesses and uses invesTRe's services honestly, fairly and in good faith and for its own personal benefit;
(d) all information, data and documents that the Customer has provided to invesTRe are true, accurate, complete and not misleading;
(e) the entry into a business relationship with invesTRe and the use of the invesTRe's services does not violate any law, rule, or regulation applicable to the Customer;
(f) all money that the Customer invests using invesTRe's services does not originate in any way from money laundering, drug trafficking, abduction, terrorist activity or any other unlawful activity;
(g) the Customer has not and will not upload or transmit any malicious code to the invesTRe's electronic systems or otherwise use any electronic device, software, algorithm, and/or dealing method or strategy that aims to manipulate any aspect of the invesTRe's services;
(h) the Customer shall be liable for all consequences flowing from any of its instructions and shall, except if and to the extent caused by any fraud, gross negligence or wilful misconduct on the part of invesTRe, indemnify invesTRe against any loss, claim or damage suffered or incurred by invesTRe acting on those instructions; and
(i) when entering into the business relationship with invesTRe, and each time the Customer provides invesTRe with an order in relation to one or more financial instruments, the Customer is not subject to an insolvency or other reorganisation, resolution, moratorium or creditors' process (concours) event or any general assignment for the benefit of, or entering into a reorganisation, arrangement, or composition with creditors and is not insolvent or overindebted.
(j) it has been prior registered as a user on the application software hosted on the investre server at my.moniflo.com or installed on the user mobile devices in order to gain access and use investre’s non-financial services.
1.5.2 If the Customer breaches any representation or warranty made under these Terms and Conditions, invesTRe may close any orders or trades that the Customer has made, close or freeze its DLT securities account and/or terminate the business relationship with the Customer in accordance with clause 13.
1.6 Mandates and powers of attorney
1.6.1 Instructions pursuant to these Terms and Conditions may be given by the Customer or any duly authorised representative of the Customer. If an appropriate mandate or power of attorney has been given and communicated to invesTRe, invesTRe is entitled to accept instructions from such representative as if such instructions were given by the Customer provided however that invesTRe may, at its sole discretion, if it considers it appropriate, ask for confirmation of the relevant instructions from the Customer. The Customer accepts full responsibility for any instructions from its representative.
1.6.2 Mandates and powers of attorney given by the Customer in relation to the business relationship with invesTRe shall remain valid until they are revoked by the Customer, terminated due to any other event that ends the mandate or power of attorney or, unless expressly stipulated otherwise, the death of the Customer. The Customer undertakes to notify the revocation or termination of the mandate or power of attorney in writing to invesTRe as soon as possible. invesTRe shall not be liable for any losses, claims or damages resulting from transactions carried out in accordance with a mandate or power of attorney before receipt of such notice of termination.
1.7 Death or incapacity of the Customer
In the event of death or incapacity of the Customer, the Customer's legal heirs or representatives are required to provide invesTRe with official duly authenticated legal documents from the competent authorities in the relevant jurisdiction(s) establishing that they are legally authorised to act on behalf or as a successor in law of the Customer. invesTRe will only allow the Customer's legal heirs or representatives to transfer the financial instruments held by the Customer with invesTRe after appropriate verification of such documents, which allows invesTRe, in its sole discretion, to determine that the heirs or representatives are legally authorised to act on behalf or as a successor in law of the Customer. The heirs or representatives shall remain liable to invesTRe for any obligations owed by the deceased Customer at the time of death.
1.8.1 All communications between invesTRe and the Customer and generally, all documents and information provided by invesTRe to the Customer, will be in English, unless otherwise agreed in writing between invesTRe and the Customer. The Customer confirms that it fully understands and is fully able to express itself in this language.
1.8.2 Customers may use the following means of communication to correspond with invesTRe: email, or secure messaging using invesTRe's website and its web (if and when available) and mobile applications. invesTRe will use the contact details provided by the Customer in accordance with clause 1.3, as updated from time to time by the Customer and notified accordingly to invesTRe.
1.8.3 The Customer expressly consents that all documents and information provided by invesTRe to the Customer will be provided in electronic format, either by email, secure messaging using its web (if and when available) application on the website (if and when available) and mobile applications or by publication on invesTRe's website or on its web (if and when available) and mobile applicatons, unless the Customer has requested in writing to receive information on paper. The Customer is always able to print documents and information provided by invesTRe or request for them to be printed onto paper and/or to save them on its computer, mobile or to any other durable medium. The Customer acknowledges that it has been given the choice between receiving information on paper or on another durable medium and that the Customer expressly indicated in the account opening documentation that the Customer prefers to receive information using electronic means.
1.8.4 Communications from invesTRe shall be deemed to be delivered from the point in time they are dispatched to the email indicated for this purpose by the Customer or made available to invesTRe on invesTRe's website or its web (if and when available) and mobile applications.
1.8.5 The Customer acknowledges that the integrity, authenticity and confidentiality of data provided by email cannot be guaranteed. invesTRe shall not be liable for any losses, claims or damages resulting from communications using email or any communications sent to the Customer's contact details, where the Customer has not notified in writing any change thereto to invesTRe in accordance with clause 1.3.2.
1.9 Recording of communications
1.9.1 The Customer acknowledges and agrees that invesTRe shall record electronic communications with the Customer in order to ensure compliance with applicable laws and regulations and invesTRe's internal policies and procedures, including in relation to the reception, transmission and execution of client orders. The Customer further accepts that such records may be deemed to be evidence for the settlement of disputes between the Customer and invesTRe and may be used as evidence in legal proceedings with the same evidential value as a written document.
1.10.1 The books and records of invesTRe shall have evidential value, unless proven otherwise. Electronic or any other technology-based recordings, including records using distributed ledger technology ("DLT"), made by invesTRe shall have the same probative value as paper records and may be disproved by the Customer only by submitting original documents, if any, or documents of the same nature.
1.11 Record keeping
1.11.1 The records of any communications, documents and information provided by the Customer to invesTRe, including, without limitation, records of Customer's orders, will be kept for a period of at least ten years or for any other longer period as provided for by applicable laws and regulations. The Customer may, during such period, request a copy of the relevant records from invesTRe in accordance with clause 1.8.
1.11.2 The records will be stored for the retention period stipulated by prevailing legislation, calculated from the recording date, and will normally be deleted following the expiry of the mandatory storage period.
1.12.1 By virtue of these Terms and Conditions, the Customer expressly agrees, and invesTRe hereby accepts, that, to the extent permitted by applicable laws and regulations, all claims which the Customer has from time to time against invesTRe as well as all financial instruments held from time to time with invesTRe by the Customer shall be pledged in favour of invesTRe as security for all sums owed from time to time by the Customer to invesTRe. invesTRe may not be compelled to relinquish these assets or release the pledge.
1.12.2 invesTRe is authorised to carry out all necessary measures for perfecting the above pledge, including to have its name inscribed in the register of the issuer of all registered financial instruments held or to be held by the Customer in its account with invesTRe. invesTRe will determine the enforcement method of the pledge in accordance with applicable Luxembourg laws and regulations and may, in particular, appropriate the Customer's assets at their fair value, as determined by invesTRe at its discretion. invesTRe reserves the right to proceed without formal notice to the realisation of its pledge in accordance with the legal provisions in force.
1.12.3 Without prejudice to any special collateral or guarantee invesTRe may have obtained and those arising from the foregoing clauses, invesTRe is entitled to demand at any time the constitution of additional collateral or guarantees or the increase of existing collateral or guarantees in order to cover any risks it may face in connection with the transactions carried out for the account or on behalf of the Customer, whether such transactions have been completed or are forward, unconditional or subject to a condition precedent or subsequent.
1.13 Right of set-off
1.14 To the extent permitted under applicable laws and regulations, invesTRe has the right to deduct any liability that the Customer owes invesTRe and subsequently liquidate any financial instruments held in the Customer's DLT securities account and apply and offset the resulting amount of such liquidation against the liability payable by the Customer. Without prejudice to the above, it is agreed that, to the extent permitted under applicable laws and regulations, invesTRe shall be entitled at any time, including in particular, but without limitation, in case of default by the Customer of performing its obligations towards invesTRe, and without formal notice or prior authorisation to offset any claim it has against the Customer against any claim the Customer has against it, irrespective of the nature of the relevant claims and to carry out any currency conversions and valuations at fair value to this effect if necessary.
1.15.1 Except if provided explicitly otherwise in these Terms and Conditions, invesTRe and its employees, agents and other representatives shall not be liable, to the extent permitted by applicable laws and regulations, for any action or inaction invesTRe (including, in this clause 1.14, of any of its employees, agents and other representatives acting on its behalf) takes in relation to its discretions or the performance of its obligations under these Terms and Conditions.
1.15.2 Any exclusion of liability of invesTRe in these Terms and Conditions shall not apply, to the extent permitted by applicable laws and regulations, if and to the extent the claim against or loss or damage to the Customer is directly caused by fraud, gross negligence or wilful misconduct on the part of invesTRe.
1.15.3 Notwithstanding any other provision of these Terms and Conditions, invesTRe and its employees, agents and other representatives shall not be liable, to the extent permitted by applicable laws and regulations, for any action or inaction invesTRe takes in relation to its rights, any event due to circumstances beyond invesTRe's control including any force majeure event in accordance with clause 1.14.4, any action taken by any government or regulatory body, legal authority, any actions taken by invesTRe as a result of a breach by the Customer of these Terms and Conditions, any act or omission of third parties, including information provided by third parties, any action taken in order to ensure compliance with applicable laws and regulations and any malfunction of the IT and operational systems of invesTRe, including when using DLT.
1.15.4 invesTRe shall further not be liable to the Customer if it is prevented, hindered from or delayed in performing any and/or all its duties and obligations under these Terms and Conditions (this would namely impact the availability and speed of invesTRe's services, the availability of the different functionalities which invesTRe may provide as part of its services including instructions which the Customer may give in respect of a trade) by any force majeure event, except where such a force majeure event has been caused directly or indirectly by invesTRe's fraud, wilful misconduct or gross negligence. A force majeure event means any compelling, unforeseeable and external event (within the meaning of article 1148 of the Luxembourg Civil Code, as may be interpreted from time to time by the Luxembourg courts) that occurs due to reasons beyond the reasonable control of a Party. Could constitute force majeure events (i) any flood, storm, drought, fire, earthquake, acts of God or other natural event; (ii) any epidemic, pandemic or other health crisis, and resultant governmental measures such as lock-down, quarantine or other related restrictions; (iii) any collapse of buildings, fire, explosion or accident; (iv) any wildcat strike, lockout, national disaster, work stoppage or other industrial action or labour dispute by any person; (v) any acts or threats of war, terrorism, armed conflict, imposition of sanctions, embargo, insurrection, revolution, demonstrations, public disorder or civil war; (vi) any nuclear, chemical or biological contamination; (vii) delay in postal service, or breakdown, failure or malfunction beyond the control of a party or any subcontractor of any telecommunications or computer system or any relevant service, infrastructure or other facility; (viii) ; the failure of any relevant exchange, securities system, broker, supplier, network or other market infrastructure or participant for any reason to perform any of its obligations; (ix) any suspension of trading decision or ruling of any exchange, regulatory or governmental body or any market conditions affecting the orderly execution of securities transactions (e.g. the exit of a country from participation in a multi-country currency) or affecting the value of assets in any country in which all or part of the assets are held or which has jurisdiction over invesTRe, any subcontractor, affiliates or agents; (x) the actions of any government, or any government authority, taxing, regulatory or other competent authority or court of law (including, but without limitation, the promulgation of new laws or regulations, the imposition of capital or exchange controls or other currency restrictions, nationalisations, expropriations, devaluations, asset freezes).
1.15.5 The availability and speed of invesTRe's services, the availability of the different functionalities which invesTRe may provide as part of its services including instructions which the Customer may give in respect of a trade, as well as any of invesTRe's obligations under these Terms and Conditions may be delayed, may not be available, or may not be carried out in case of a force majeure event.
1.15.6 If invesTRe considers, in its reasonable opinion, that a force majeure event has occurred or is occurring, invesTRe may make the following changes to the Customer's DLT securities account and its conventional accounts, without prior notice:
(a) limit the availability of instructions that the Customer can give in respect of an order or trade;
(b) change the trading hours for the financial instruments; and
(c) cancel all open orders which are affected by the force majeure event.
1.15.7 invesTRe shall notify the Customer in writing as soon as possible that a force majeure event has occurred and shall use commercially reasonable efforts to resume normal performance of its services after a force majeure event occurs.
2. OUR SERVICES
2.1 Investment services and ancillary services
2.1.1 invesTRe may provide the Customer with the following investment services:
(a) reception and transmission of orders in relation to one or more financial instruments, and/or
(b) execution of orders on the Customer's behalf in relation to one or more financial instruments,
(c) in respect of the purchase and sale or subscription and redemption of eligible non-complex financial instruments that are securities, in particular shares or units in non-complex undertakings for collective investment in transferrable securities ("UCITS"), as determined by invesTRe in its sole discretion and published from time to time on its website and its mobile applications.
2.1.2 invesTRe may further provide the Customer with the ancillary service of safekeeping and administration of financial instruments for the account of clients, including custodianship and related services.
2.1.3 invesTRe provides its services only at the initiative of the Customer or the potential Customer. invesTRe provides its services exclusively on an execution only basis.
2.2 Commission Agent Services
2.2.1 In relation to Customer's orders to purchase or subscribe financial instruments, subsequently held by the Customer with invesTRe, the Customer acknowledges and agrees that invesTRe shall act, and may disclose that it acts, as commission agent, in its own name, but for the account of the Customer, and invesTRe shall be registered as such in the books and records of the relevant intermediary, distribution platform or issuer.
2.2.2 The Customer undertakes to provide invesTRe with any document, information and data that invesTRe may request to demonstrate that invesTRe is not the beneficial owner of the financial instruments acquired or subscribed in such manner, and for this purpose, authorises invesTRe to disclose such document, information and data to the relevant intermediary, distribution platform or issuer, or, as the case may be, competent authority or regulator in accordance with applicable laws and regulations or relevant market practice.
2.2.3 The Customer authorises invesTRe to act for its account in order to carry out any action that may, in invesTRe's sole discretion, be necessary or useful for acting in the interests of the Customer, including, but not limited to, sign any document, issue any representations and warranties and provide any information required by intermediaries, distribution platforms, issuers or their agents.
2.2.4 The Customer shall bear all costs or losses incurred by invesTRe when acting as commission agent for the Customer.
2.3 Electronic services
2.3.1 The Customer acknowledges and accepts that invesTRe provides its services exclusively using electronic means, including via its web application on the website (if and when available) and mobile application. In entering into a business relationship with invesTRe, the Customer agrees to be provided with the relevant documentation in a durable medium other than paper. invesTRe keeps records of documents and information in relation to the services provided to the Customer on its servers or as the case may be, using a third-party service provider, including by means of DLT. The relevant information and documents are accessible to the Customer on invesTRe's website or its web (if and when available) and mobile applications.
2.3.2 For transactions where a handwritten signature has been replaced, the provision of the identification number and password or the use of any other technological means which permit invesTRe to identify that the transaction has been initiated by the Customer or in its name, shall have the same binding force as the use of a handwritten signature.
2.3.3 When accessing electronic services, the Customer shall ensure that its electronic equipment and software allows it to access the services offered by invesTRe. The technical specificities and information required to use invesTRe's electronic services is available on invesTRe's website and its web (if and when available) and mobile applications.
2.4 Client categorisation
2.4.1 Unless otherwise notified in writing, the Customer is, and expressly agrees to be, categorised by invesTRe as a retail client. Categorisation as a retail client affords the Customer the highest level of protection under Luxembourg law.
2.4.2 The Customer may request a different client categorisation, especially as a professional client or as an eligible counterparty. invesTRe decides at its own discretion whether to refuse or accept the Customer's request. If invesTRe agrees to a re-categorisation of the Customer, such different client categorisation would entail a limitation to the level of protection offered to the Customer.
2.5 No advice, recommendation, distribution or offer of financial instruments
2.5.1 invesTRe does not provide any investment or other advice, including advice on capital structure, industrial strategy, mergers and acquisitions and related matters, or any recommendation tailored to the Customer's personal investment objectives. Any factual market information, information in relation to financial instruments and generally any information provided by invesTRe to the Customer is not personalised and does not constitute or form part of an investment advice, be it personalised or general, but is meant to assist the Customer in making their independent investment decisions. invesTRe shall not be liable for any third-party materials or documentation, including the information and data provided therein.
2.5.2 invesTRe does not distribute financial instruments to the Customer by offering, recommending or selling an investment fund or service to the Customer. None of the services provided by invesTRe to the Customer constitutes an offer of securities to the public or solicitation to buy or sell an investment fund.
2.6 Information and risks relating to financial instruments
2.6.1 The services of invesTRe covers a specific range of financial instruments with different characteristics and subject to specific risks, including the loss of a particular investment. Investing in financial instruments, including non-complex financial instruments, such as units or shares in non-complex UCITS, presents a degree of uncertainty. The actual returns and losses experienced by the Customer may vary depending on factors including, but not limited to, market behaviour, market movement and the Customer's trade size. Past performance is no guarantee for future results. More information on the risks associated to investing in financial instruments of investment funds and to investment services is set out in invesTRe's Risk Disclosure notice, which is available on invesTRe's website and its web (if and when available) and mobile applications.
2.6.2 Certain financial instruments may not be suitable or appropriate for the Customer. The Customer should ensure that it fully understands the risks involved before deciding to invest in a financial instrument of investment fund or subscribe to an investment service, in particular in light of its financial resources, level of experience, risk appetite and investment objectives. If required, the Customer shall seek appropriate investment, financial, legal, tax and other professional advice from an independent advisor.
2.6.3 Prior to investing in units or shares in UCITS, the Customer commits to consult the relevant key information document ("KID"). The KID is a standardised document designed to provide clear and concise information on the characteristics and the risks of a UCITS. The Customer can obtain the relevant KID via the web application on the website (if and when available) and on the mobile application of invesTRe. The Customer acknowledges the importance to read all documentation, including the investment fund prospectus provided by invesTRe with respect to the relevant financial instruments before transmitting an order in relation to such financial instruments.
2.6.4 The Customer expressly confirms that it understands that investing in financial instruments or investment funds involves risks and is subject to many variables, including, but not limited to, market and economic fluctuations, volatility, which may have a substantial negative effect on the value of the Customer's financial instruments positions and further acknowledges that it has received, read and understood the Risk Disclosure notice. The Customer represents to invesTRe that it is willing to assume these risks and can in fact financially bear them.
2.7 No suitability and appropriateness checks
2.7.1 The Customer hereby acknowledges and agrees that when providing its services invesTRe is not required to assess:
2.7.2 the suitability of a financial instrument or investment fund or service in light of the Customer's knowledge and experience, financial situation and investment objectives; and
2.7.3 whether a financial instrument or investment fund or service is appropriate for the Customer, and
2.8 the Customer does not benefit from the corresponding protection of the relevant conduct of business rules.
2.9 Investor protection
2.9.1 invesTRe takes different measures in order to ensure, to the extent possible, the protection of the financial instruments it holds for the Customer, and where relevant, those held by sub-custodians or other intermediaries on behalf of the Customer. Such measures include:
(a) keeping records enabling invesTRe at any time and without delay to distinguish assets held for the Customer from assets held for any other customer and from invesTRe's own assets;
(b) maintaining records in a way that ensures their accuracy and, in particular their correspondence to the financial instruments held for the Customer;
(c) conducting, on a regular basis, reconciliations between invesTRe's internal records and those of sub-custodians or other intermediaries appointed by invesTRe;
(d) taking steps to ensure that any financial instruments deposited with a sub-custodian or other intermediary are identifiable separately from any of invesTRe assets or any of the sub-custodian or other intermediary's assets;
(e) introduce adequate organisational arrangements to minimise the risk of the loss or diminution of client assets, or of rights in connection with those assets, as a result of misuse of the assets, fraud, poor administration, inadequate record-keeping or negligence; and
(f) operational and technical procedures, including appropriate staff training.
2.9.2 invesTRe is a member of the Luxembourg investor compensation scheme (Système d'indemnisation des investisseurs Luxembourg, the "SIIL") which, subject to certain conditions, ensures protection of investors in financial instruments. The SIIL generally covers claims resulting from invesTRe's inability to repay money owed to or belonging to investors and held on their behalf in connection with investment business or return to investors any financial instruments belonging to them and held, administered or managed on their behalf in connection with investment business up to the amount of twenty thousand euros (EUR 20,000). Information on the scope and eligibility criteria of the protection afforded by the SIIL, as well as the associated compensation conditions, formalities and procedure, can be found on the website or its web (if and when available)and mobile applications of invesTRe.
2.10 Conflicts of interest
2.10.1 invesTRe is required to take all appropriate steps to identify and to prevent or manage conflicts of interest between invesTRe (including its managers, employees and tied agents or any person directly or indirectly linked to invesTRe by control) and its customers or between the Customer and another customer that arise in the course of providing any investment and ancillary services, or a combination thereof.
2.10.2 invesTRe has identified situations where potential conflicts of interests may exist, including where invesTRe may enter into arrangements with third parties, or with other customers, where invesTRe makes payments to third parties or receives payments from third parties, such as fees, commissions, rebates, widened spreads, profit sharing or other non-monetary benefits, based on the Customer's trading activity or volume, to the extent permitted by applicable law.
2.10.3 In order to deal with situations where potential conflicts of interest may exist, invesTRe has implemented certain measures, including, but not limited to:
(a) an effective conflicts of interest policy, which can be found on the website or its web (if and when available)and mobile applications of invesTRe;
(b) various procedures in place to assist it in identifying, preventing and managing conflicts of interest that may arise in the course of providing its services;
(c) reserving the right to decline a transaction creating the conflict of interest; and
(d) informing the Customer where invesTRe's conflicts of interests procedures are insufficient to prevent a conflict from arising.
2.11 Paid or received remuneration in relation to investment services
2.11.1 When providing investment services and ancillary services to the Customer, invesTRe may pay, receive and keep for its own account, fees, commissions or non-monetary benefits to or from third parties. The nature and amount of these fees, commissions or non-monetary benefits depend on a variety of factors. Only to the extent required by law or explicitly agreed upon with the Customer, invesTRe will transfer to the Customer such fees, commissions and non-monetary benefits. invesTRe reserves the right to pay fees, commissions and other non-monetary benefits to third parties in exchange for introductions to new customers and/or for services provided. These fees, commissions and non-monetary benefits are usually determined on the basis of the fees and commissions collected from the Customer by invesTRe and/or the assets that the Customer holds with invesTRe.
2.11.2 invesTRe shall inform the Customer of the existence, nature and amount of such fees, commissions and other non-monetary benefits or, where the amount cannot be ascertained, the method of calculation and the exact amount on an ex-post basis, in accordance with applicable laws and regulations. invesTRe is entitled to receive listing fees to be paid by the management company of each relevant UCITS where such agreement was established. InvesTRe is expecting to receive one off fee and a percentage of the annual management fees charged by the management company related to the assets under custody in its books and records. This inducement cannot be determined in advance and is presented in a generic way in the document on ex-ante cost & charges via the web (if and when available)and mobile applications of invesTRe. InvesTRe has isolated the listing fees and deduct them from the ongoing costs from the funds. At least once a year, as the case may be, that ongoing inducements received by invesTRe in relation to the investment services provided to the Customer, invesTRe shall inform the Customer about the actual amount of payments or benefits received or paid as inducements in the ex-post cost & charges document mentioned in clause 3.6.5. invesTRe reserves the right to disclose minor non-monetary benefits in a generic way.
3. GENERAL RULES FOR CUSTOMER ORDERS
3.1 Placing and execution of orders
3.1.1 The Customer may place an order with invesTRe to purchase or to sell units or shares in UCITS by using invesTRe's via the web application on the website (if and when available) and the mobile application. invesTRe does not accept orders given by telephone. Unless otherwise set out herein, invesTRe will execute or transmit such orders for execution to a third-party intermediary where invesTRe reasonably believes that they are given by the Customer or on its behalf by a duly authorised representative.
3.1.2 The Customer acknowledges that invesTRe shall not be required to confirm any order placed by the Customer by electronic or any other means. The Customer represents that it shall assume sole liability for any harmful consequences of fraud or errors in the transmission or comprehension of the order instruction, including errors regarding the Customer's identity or where the Customer has erroneously placed multiple identical orders.
3.1.3 At the time an order is placed, the Customer shall ensure that it has sufficient funds in its payment account to cover the purchase or subscription of financial instruments or to deliver the financial instruments to be sold or redeemed, including associated costs.
3.1.4 invesTRe reserves the right to postpone, refuse or suspend the execution of Customer's orders or to demand additional information or confirmation if it considers, in its sole discretion, the orders to be incomplete, ambiguous, unusual, erroneous, fraudulent or unauthorised, or whether the order concerns transactions or investment funds that invesTRe does not customarily handle, or the order violates invesTRe's policies and procedures or applicable laws and regulations, or is likely to involve a risk for invesTRe. invesTRe may further refuse to execute, in part or entirely, or suspend the execution of an order where, among others, the Customer does not have sufficient funds in its payment account to cover the acquisition or subscription fees associated with the Customer's order, including any associated fees and charges, where there is a corporate event in relation to the financial instrument in question, the sub-custodian, intermediary or transfer agent requests or recommends that the order is rejected or where there is a force majeure event in accordance with clause 1.14.4. invesTRe shall inform the Customer if it suspends or refuses to execute an order, unless it is prevented from doing so under applicable laws and regulations, and refund any fees and charges debited from the Customer's payment account as part of such order.
3.1.5 invesTRe agrees to execute the order for the purchase or sale of units or shares in UCITS (respectively for the subscription or redemption at net asset value price which is not known at the time of the reception of the order), or to transmit such order to a third-party intermediary for its execution in the Grand Duchy of Luxembourg or abroad in accordance with the instructions of the Customer and in compliance with applicable laws, regulations, customs and practices of the markets where the order is executed. Orders for the subscription or redemption of units or shares in UCITS will be settled in accordance with the specific settlement cycle that is determined by the investment fund itself and not by invesTRe. The third-party intermediary for the order execution may add one day for cash processing due to its internal control arrangements.
3.1.6 Customer orders are received throughout the day on a continuous basis during working and non-working hours. Customer orders will be prior validated within the time it takes for invesTRe to perform its verification and processing procedure. If the day of receipt of an order is not a working day in Luxembourg or if an order is received after invesTRe’s cut off time for the acceptance of orders, the order will be executed on the next working day. Different financial instruments may have different cut off times, which are made available on invesTRe's website and mobile applications. [SB1] The Customer acknowledges and accepts that it shall ensure that it is aware of the cut off time for the relevant financial instruments. The applicable net asset value price which is not yet known at the time of the reception of the order will depend on whether the customer order was processed before or after invesTRe’s cut off time for the acceptance of orders. InvesTRe ‘s cut off time is determined by reference to the investment funds own cut off time and the one from the third-party intermediary for the order execution.[SB2] [PN3]
3.1.7 If the Customer has placed an order during times which are not invesTRe’s working hours (e.g. during the weekend or at off-market hours), the order will be executed or routed as soon as possible in accordance with invesTRe’s next cut off time available. invesTRe does not guarantee that the order will be executed notably due to the fact that investment funds may postpone or suspend subscriptions and redemptions under exceptional circumstances.
3.1.8 invesTRe cannot guarantee that the execution price will match the Customer's funds level provisioned for securing the payment of the transaction, as the NAV price determined after the order process may have moved up or down compared to the previous last NAV price publicly available at the time that the Customer places the order and the time that invesTRe executes the order or, when the order has been transmitted for execution to a third-party intermediary, the time that such third-party intermediary executes it.
3.1.9 invesTRe shall not be held liable for any delayed, suspended or refused executions of orders or any change of market conditions. Non executed orders do not benefit from any kind of priority for execution. Non executed orders rest in the order book until cancellation by the customer or effective execution.
3.2 Best execution
3.2.1 Unless otherwise specifically instructed by the Customer, invesTRe is required to take all sufficient steps to obtain, when executing orders, the best possible result for the Customer taking into account price, costs, speed, likelihood of execution and settlement, size, nature or any other consideration relevant to the execution of the order.
3.2.2 invesTRe executes Customer orders in accordance with its Order Handling and Best Execution Policy, as amended from time to time, which sets out, among others, the procedure that invesTRe follows and the relevant market factors that invesTRe takes into account as part of its best execution obligation. invesTRe's Order Handling and Best Execution Policy is available on invesTRe's website and its web (if and when available)and mobile applications. By submitting an order to invesTRe, the Customer confirms its acceptance of the Best Execution and Order Handling Policy as in force at the time of order submission.
3.2.3 In accordance with its Order Handling and Best Execution Policy, where invesTRe reasonably believes that it is in the overall best interest of all its customers, invesTRe may combine the Customer's order with those of other customers, or may split any Customer's orders. Aggregation or splitting of orders may result in the Customer obtaining, on some occasions, more favourable terms, and, on other occasions, less favourable terms than if the Customer order had been executed separately.
3.2.4 Orders to be transmitted to third-party intermediaries will be executed only if transmission is possible in good time, taking account of local customs and practices.
3.3 Confirmation of order execution
3.3.1 invesTRe shall provide the Customer with a notification confirming the execution of the Customer's order as soon as possible and no later than the first business day following execution or, where the confirmation is received by invesTRe from a third party, no later than the first business day following receipt of the confirmation from the third party.
3.3.2 invesTRe shall promptly provide the Customer with essential information concerning the execution of the order on its web (if and when available)and mobile applications.
3.3.3 The Customer is solely responsible for monitoring its orders until they are confirmed or cancelled as the case may be by invesTRe. invesTRe shall provide the Customer with information about the status of its order on its web (if and when available)and mobile applications.
3.3.4 Where the Customer's order relates to units or shares in a collective investment undertaking, including a UCITS, which are executed periodically, invesTRe may, at its own discretion, provide the Customer either with a confirmation in accordance with clause 3.3.1 or with a notice containing all the relevant information every six (6) months.
3.3.5 Information about the Customer's trading activities, including the confirmations and record of the Customer's orders, is available on invesTRe's web application on the website (if and when available) or mobile applications. Proof of order execution will be adequately established by the record of the transaction in the statement of account, which is available on invesTRe's web application on the website (if and when available) or mobile application and Stellar blockchain. The Customer undertakes to inform invesTRe as soon as possible, and no later than forty-eight (48) hours following the date on which information on the order execution was uploaded via the invesTRe web application on the website (if and when available) and mobile application, if the Customer considers that there may be an error in such information.
3.4 Periodic statements
3.4.1 invesTRe shall make available periodic statements of the financial instruments invesTRe holds on behalf of the Customer on invesTRe's web application on the website (if and when available) and mobile applications. The Customer acknowledges and accepts that it will access invesTRe's web application on the website (if and when available) or mobile application at least once during the relevant quarter.
3.5 Corporate actions
3.5.1 A corporate action is an event which may result in a change to one or more financial instruments, including, but not limited to, share consolidations, share splits, reorganisations, mergers, liquidation, dividend distributions, insolvency, de-listings and changes to applicable laws and regulations. Corporate actions shall be a matter principally for the Customer, however, invesTRe shall endeavour, on a supplementary basis and without any obligation as to the result, to carry out its monitoring tasks according to market standards.
3.5.2 It is the Customer's responsibility to take all necessary steps to preserve the rights attaching to the financial instruments in custody, in particular the giving of instructions for the execution of conversions, the exercise or the purchase or sale of subscription rights, the exercise of option or conversion rights and the exercise of the voting rights. In the absence of instructions from the Customer within the prescribed time limits and provided that the Customer's payment account contains sufficient funds, invesTRe is entitled, but not obliged, to act as it sees fit and carry out the usual administrative tasks on the basis of the publications and sources of information at its disposal, except for the voting rights which are to be exercised exclusively by the Customer. The Customer may provide invesTRe with instructions relating to the exercise of such voting rights.
3.5.3 invesTRe is not obliged to notify the Customer of or arrange attendance at any annual general meetings or extraordinary general meetings applicable to the Customer's financial instruments, and/or arrange the exercise of any voting rights attaching to financial instruments invesTRe holds on the Customer's behalf, whether exercisable at an annual general meeting or otherwise. invesTRe is further not obliged to inform the Customer of any class action or group litigation that is being proposed or taken concerning financial instruments that invesTRe is holding on the Customer's behalf.
3.5.4 Without prejudice to the above, invesTRe shall use reasonable efforts to notify the Customer of the rights attaching or discretionary actions relating to the financial instruments held in the Customer's account with invesTRe and of the date or dates by when such rights must be exercised or such action must be taken, provided that invesTRe has received from the issuer or, at its discretion, from one of the nationally or internationally recognised corporate action services to which invesTRe may subscribe, timely notice of such rights or discretionary action and of the date or dates on or by which such rights must be exercised or such action must be taken. invesTRe is under no obligation to verify the information contained in such corporate action notifications nor to take any action thereon in the absence of instructions from the Customer. If invesTRe shall not receive such notice in practice, invesTRe shall have no liability for failing to notify the Customer.
3.5.5 The Customer acknowledges that corporate actions may create tax liabilities for the Customer and that it shall be the sole responsibility of the Customer to satisfy these liabilities.
3.6 Fees, costs and charges
3.6.1 invesTRe may receive remuneration in exchange for the services it provides to the Customer on the basis of prevailing rates and according to the nature of the transactions. invesTRe's fee schedule, as updated from time to time, is available on invesTRe's website or its web (if and when available)and mobile applications and provides further information on the commissions, charges, fees and costs that apply to invesTRe's services (including, but not limited to, the costs of the services and of the investment fund securities as well as the costs of the execution of an order and associated costs, such as stamp duties, custody charges, brokerage fees). The Customer may further request in accordance with clause 1.8 an itemised breakdown of the costs and charges incurred.
3.6.2 The Customer shall be sole responsible to keep up to date with any changes of the fee schedule, and to be aware of the fees, costs, charges and commissions that apply to the Customer's trades and the services that the Customer uses. The Customer agrees to pay to invesTRe all the fees, costs, charges and commissions and any incidental expenses that the Customer may owe to invesTRe, as well as any expenses incurred or committed by invesTRe in the interest of the Customer in the course of providing its services to the Customer.
3.6.3 The Customer authorises invesTRe to debit from the payment account held with the third-party payment services provider referred to in clause 5 the fees, costs, charges and commissions related to the provision of services to the Customer or any sums that invesTRe is required to deduct by law, without further instructions on its part. In the absence of other documents transmitted by invesTRe, the statement of account available on invesTRe's web application on the website (if and when available) and mobile application shall constitute an invoice for the services rendered.
3.6.4 In cases where the fee schedule does not provide the Customer with information regarding the cost of a transaction or order that it wishes to execute, the Customer shall inquire with invesTRe as to the applicable cost before giving its order or concluding its transaction. When the Customer transmits an order to invesTRe, it is deemed to have informed itself of and accepted invesTRe's rates.
3.6.5 invesTRe shall provide the Customer, at least once a year, through invesTRe's web application on the website (if and when available) and mobile applications, with a statement containing all costs and charges associated with financial instruments, investments and related services provided to the Customer over the course of the year.
4. OPENING AND MAINTENANCE OF FINANCIAL INSTRUMENTS ACCOUNTS
4.1 General rules for financial instruments accounts
4.1.1 For the purpose of providing safekeeping and administration of financial instruments for the account of the Customer, the Customer authorises invesTRe to open and maintain in its books and records one or more financial instruments accounts in the name of the Customer in which the Customer's securities and other fungible financial instruments shall be registered in accordance with the terms set out herein and, as applicable, any special agreements entered into between the Customer and invesTRe.
4.1.2 In the application of the law of 1 August 2001, as amended, concerning the circulation of securities and other fungible instruments ("2001 Law"), invesTRe records securities and other fungible financial instruments received in custody or held in an account separately from its own assets and off-balance sheet. The Customer has an intangible right in rem, within the limit of the number of financial instruments recorded in the Customer’s account, over all the financial instruments of the same type received in custody or held in an account by invesTRe. As a consequence, invesTRe shall only be obliged to return to the Custody fungible financial instruments of the same type although the numbers of the financial instruments may be different from the original numbers of the financial instruments received in custody. The Customer can exercise this right only in respect of invesTRe, except in the event of failure, liquidation or any other adverse circumstances or reorganisation procedure of invesTRe.
4.1.3 invesTRe is authorised by the Customer to arrange, on the Customer's behalf and at the Customer's risk, the financial instruments placed on deposit to be held in custody with a correspondent, custodian or any other intermediary (such as central securities depositaries, securities settlement systems, clearing houses or trading platform) selected by it in Luxembourg or abroad (hereafter "custodians" and each a "custodian"), both within the European Economic Area and outside it. invesTRe hereby undertakes to exercise all reasonable skill, care and diligence in the selection, appointment and periodic review of such custodians and of the arrangements for the holding and safekeeping of those financial instruments. invesTRe will only deposit financial instruments with a custodian in a jurisdiction where the safekeeping of financial instruments for the account of another person is subject to specific regulation and supervision and that custodian is subject to this specific regulation and supervision.
4.1.4 invesTRe shall not deposit financial instruments with a custodian in a jurisdiction outside the European Union (third country) where the holding and safekeeping of financial instruments for the account of another person is not regulated, unless the nature of the financial instruments or of the investment services connected with those instruments requires them to be deposited with a custodian in that third country, or unless where the financial instruments are held on behalf of a Customer classified as a professional client and that Customer requests invesTRe in writing to deposit them with a custodian in that third country.
4.1.5 The Customer expressly acknowledges that custodians may be located outside Luxembourg or the European Union where the national law applying to the financial instruments may be substantially different from and less protective for the Customer than under Luxembourg law and custodians may in turn use the services of central securities depositary, securities settlement systems or clearing houses in the relevant local jurisdiction or other custodians.
4.1.6 Financial instruments held by such custodians will be held in accordance with the relevant laws, regulations and practices applicable to the said custodian, which may provide for the granting of a security interest or lien over, or right of set-off in relation to the Customer's financial instruments and may be held in an omnibus account.
4.1.7 invesTRe ensures that any financial instrument held with a custodian (whether or not held in an omnibus account) is identifiable separately from the financial instruments belonging to invesTRe and from the financial instruments belonging to the custodian. However, certain foreign custodians may not be able under local law to separately identify Customers' financial instruments from its own assets or from invesTRe's assets. In this case, it might not be possible for the financial instruments of the depositors to be separated from those of the custodian. It is also possible for the custodian to place the securities of all the depositors together on a single overall account. This absence of segregation at the level of the custodian will entail the fact that in case of insolvency at the level of this custodian, the client may have difficulties in claiming its assets and may potentially have to bear the loss of such assets.
4.1.8 invesTRe will be obliged to return the financial instruments deposited with a custodian to the Customer only insofar as these have been returned to invesTRe by the relevant custodian (in particular in the case of the default or insolvency of the latter). Where Customer's financial instruments are held with a custodian which defaults or becomes insolvent, the consequences for the Customer will depend in part upon the relevant applicable law (which may not be Luxembourg law), the effects of which are outside the control of invesTRe. Where such a default or insolvency occurs, there may be (amongst other risks) delays in settling or transferring the Customer's financial instruments or, where the relevant custodian held fewer securities than it should have for the benefit of all its custody clients, there may be a shortfall. In particular, in the event of the default or insolvency of a custodian, the Customer has no direct proprietary contractual claim against such custodian and any such claim shall be exercised by invesTRe which should recover the financial instruments for the account of the Customer. In the event of partial restitution by the custodian of financial instruments (and reimbursement by the custodian of related income, where relevant) held by it for investTRe, so as to honour is obligation of redelivery vis-à-vis the Customer in full invesTRe shall redeliver the financial instruments so received from the custodian to each Customer in proportion to the share of the financial instruments held by invesTRe with the custodian for the account of such Customer. Any such shortfall may therefore have to be shared pro rata among all clients whose financial instruments are held by or at the relevant custodian and the Customer may not receive its full entitlement. As a result, in the event of such a shortfall, there is a risk that not all financial instruments deposited by or with invesTRe and held with such custodian will be returned to invesTRe or the Customer. In addition, the custodians may hold a security interest, a lien over or a set-off right on the securities deposited with them. invesTRe will not be liable for the acts or omissions of these custodians or such shortfalls or any loss or damage caused thereby, except for direct loss or damage if and to the extent such loss or damage is shown to have been caused by gross negligence, fraud or wilful default on the part of invesTRe (or any of its employees, agents or other representatives) in the selection, appointment or periodical review of the relevant custodian.
4.1.9 The Customer undertakes to execute any additional document and to provide invesTRe with any additional information that invesTRe may reasonably require to facilitate the opening and maintenance of any financial instruments account, and more generally to fulfil its obligations in accordance with these Terms and Conditions and applicable laws and regulations.
4.2 Financial instruments accounts held using DLT
4.2.1 For the purpose of holding the financial instruments account of the Customer, invesTRe uses traditional technological means and DLT. The Customer's financial instruments account with invesTRe is held using DLT, namely the Stellar blockchain. InvesTRe also maintains a conventional ledger for the Customer's financial instruments accounts in the case of non-native securities tokens. In case of unavailability of access to the Stellar network including to the third-party provider of the node(s) allowing for such access, invesTRe may rely on its conventional ledger for the Customer's account.
4.2.2 Each financial instrument booked in the Customer's account is represented by a token on the Stellar blockchain or any other digital ledger successor as the case may be. The token constitutes the ledger entry on the Customer's financial instruments account identifying the owner of the financial instrument represented by it and held in custody by invesTRe in that financial instrument account. The identification of the Customer as the holder of a token constitutes the definitive record of the sole ownership of the rights in respect of the relevant financial instrumentthat the Customer has and can exercise against invesTRe, as its custodian, including, but without limitation to, any in rem rights provided for by law in and the right to instruct the sale, redemption or transfer of that financial instrument.
4.2.3 The token shall not constitute, and shall not be capable of constituting, property of any kind in its own right (without prejudice to the fact that the security constitutes property in its own right) including, but not limited to, a crypto-asset, a virtual asset, a transferrable security or other financial instrument separate from the financial instrument it represents.
4.2.4 The registration of a new holder of the token on the blockchain by way of transfer of such token from the Customer to another client of invesTRe in accordance with the process described in invesTRe's operational procedures shall constitute the book entry transfer of the relevant financial instrument from the Customer's account to the financial instrument account of such other customer held with invesTRe.
4.2.5 invesTRe's operational procedures set out the operational process for the opening and operation of the financial instruments account of the Customer, the use of the Stellar blockchain, including, but without limitation, the minting and burning of tokens, the key management, the security operational practices and the segregation of the Customer's financial instruments at the level of the blockchain by way of a separate sub-account (multiplex account). The summary of the operational procedures are available on invesTRe's website or mobile application. The Customer acknowledges that it has consulted the summary of the operational procedures and expressly accepts the contents thereof, in particular in relation to the operation and maintenance of its DLT securities account.
5. CASH PAYMENTS
5.1 invesTRe does not open or operate cash accounts for the Customer in its books and records. All cash payments in relation to the provision of investment services by invesTRe, including in particular the settlement of the cash leg related to the subscription and redemption, or, as the case may be, the acquisition and sale of financial instruments by the Customer, will be carried out by a third party payment services provider co-operating with invesTRe and being appointed by the Customer and are subject to separate terms and conditions governing the business relationship between the Customer and such third party payment services provider. invesTRe will publish on its website or its web (if and when available)and mobile applications the terms and conditions of the payment service provider, and notify the Customer of any amendments to such terms and conditions.
5.2 The Customer acknowledges and accepts that in order to be able to receive invesTRe's services, the Customer will need to open a payment account with the payment service provider and link such account to its financial instruments account opened in the books of invesTRe. By following the procedure set out on invesTRe's web application (if and when available) on the web site and mobile applications, the Customer agrees and accepts the terms and conditions of the payment service provider. invesTRe assumes no liability for the content of third parties' websites or applications linked to invesTRe's website and its web (if and when available)and mobile applications. Such links should not be interpreted as endorsement by invesTRe of those linked websites or applications and invesTRe cannot be held liable for any loss or damage that may arise from their use.
5.3 The Customer acknowledges and agrees that invesTRe may provide certain documents, information and data submitted by the Customer to invesTRe in accordance with clause 1.3 to the payment service provider for the purpose of facilitating the entry into and maintenance of the business relationship between the Customer and the payment service provider.
5.4 invesTRe will integrate the application programming interface of the payment service provider on its web application on the website (if and when available) and its mobile application, including in order to give access to the Customer to the reporting of its payment transactions, without modification right, by way of downloading the data, and may further provide an environment allowing the Customer to transfer directly to the payment service provider any documents and information requested by the payment service provider to identify and verify the identity of the Customer in accordance with applicable anti-money laundering and counter-terrorism financing legislation and, as the case may be, other know your customer and customer due diligence laws and regulations applicable to the payment service provider.
5.5 Without prejudice to clause 5.1, the Customer hereby expressly authorises and instructs invesTRe as its agent (mandataire) to access the payment account held by the Customer with the payment service provider partnering with invesTRe, initiate and instruct in the name and for the account of the Customer any movement of funds from or to such payment account (including in particular, without necessarily being limited thereto, for the payment of subscription amounts or purchase prices and costs, fees and charges, for receiving redemption amounts or sale prices or income derived from financial instruments, notably in the context of corporate actions) and take any other action which may be necessary in this respect, in each case, to the extent required, in invesTRe's sole discretion, for the purpose of the provision of investment services to the Customer. invesTRe shall act exclusively in accordance with the instructions given by the Customers and shall not be held liable for any losses, claims or damages resulting from this authorisation and instruction and the actions taken by it thereunder.
6. PROFESSIONAL CONFIDENTIALITY AND OUTSOURCING
6.1 invesTRe is subject to professional confidentiality rules, as set out in and applied pursuant to Luxembourg law. All data and information concerning the Customer (e.g. name, address, tax domicile, place of birth/incorporation or identification information, its personal and wealth situation, the source of its assets and wealth or any other identification data (including, without limitation, tax and other official identification numbers) or other direct or indirect information relating to the Customer, the transactions related to it or its business relationship with invesTRe) or any persons associated with the Customer or the business relationship (e.g. shareholders, ultimate beneficial owners, legal representatives, proxies, guarantors, counterparties) entrusted to invesTRe in the context of the business relationship of invesTRe with the Customer (the "Information") shall be treated by invesTRe as confidential in accordance with the applicable statutory professional confidentiality rules and restrictions. The Information will not be disclosed to any third parties, except where required or authorised by Luxembourg law, under which amongst others invesTRe may be so obliged by state order (e.g. when ordered by a competent court or authority), or under the conditions set out in these Terms and Conditions or under any other agreement or declaration of will providing for the Customer's (and, as the case may be, other protected person's) authorisation and acceptance to the disclosure.
6.2 invesTRe may carry out a partial or complete outsourcing or delegation of certain tasks, activities or services or parts thereof (the "Outsourcings") to third-party service providers and may further engage other service providers or third parties, such as custodians, as part of its business activities or may receive requests for certain Information in the context of the provision of its services to the Customer, in areas including, among others, the following: AWS EMEA sàrl, Azure and O365, Microsoft Ireland Operations limited, IFSAM S.A., Fireblocks, Finologee S.A., Clarity AI Europe S.L. (such third party service providers or other third parties collectively, the "Recipients"). The Customer agrees that invesTRe makes the list of Recipients available on its website [or its web (if and when available)and mobile applications] or by any other means agreed between invesTRe and the Customer. invesTRe undertakes to keep such list up to date.
6.3 In this context, invesTRe may be required to communicate or disclose certain Information to the Recipients. The Customer acknowledges that such communication or disclosure of Information to any one or more of the Recipients is required for invesTRe to provide the services requested by the Customer according to high quality standards and benefiting from the technical and operational resources of qualified specialists as well as for the management of legal and reputational risks linked to money laundering and terrorism financing and to ensure compliance with the sound risk and control management policies and procedures applicable to invesTRe.
6.4 The Recipients may be natural or legal persons, regulated or not, and may operate from within Luxembourg or the European Union, or be established anywhere in the world, including in countries with less protective provisions on professional confidentiality or data protection than those applicable to invesTRe in Luxembourg. The Customer agrees that invesTRe makes the list of countries where the Recipients are established available on its website or web (if and when available)and mobile applications or by any other means agreed between invesTRe and the Customer. invesTRe undertakes to keep such list up to date.
6.5 The Customer expressly acknowledges, accepts, authorises and instructs invesTRe to communicate or disclose to the Recipients certain information in accordance with the terms of this clause, where necessary. The Customer further expressly acknowledges, consents and confirms that the communication or disclosure of Information to the Recipients as described herein is in its best interest.
6.6 The Customer acknowledges and accepts that some or all Recipients may not be subject to an obligation of confidentiality under Luxembourg law and may not necessarily be subject to statutory provisions abroad ensuring a similar and equally adequate level of confidentiality and data protection, and that the Recipients may be required to provide information to any competent authority or court required by such laws and regulations as may apply to the Recipients. In case Recipients are outsourcing service providers to invesTRe, invesTRe shall ensure that the Recipients are contractually bound to comply with strict confidentiality rules, subject to statutory exceptions.
6.7 To the extent permitted by applicable laws and regulations, the Customer confirms that the Customer agrees to bear all consequences resulting from the communication and/or disclosure of the Information to the Recipients and accepts that invesTRe may not be held liable in any manner whatsoever for any losses, damage or costs caused or incurred in connection with the transfers or disclosure of the afore-mentioned Information to the Recipients.
6.8 The Customer further expressly confirms that it has informed all persons associated with the Customer or the business relationship (e.g. shareholders, ultimate beneficial owners, legal representatives, proxies, guarantors, counterparties) about the communication or disclosure of Information to the Recipients and, where relevant, has obtained the authorisation thereto by them, and declares in such case that the acceptance, authorisation and instruction contained herein are also made on their behalf.
6.9 The Customer may, at any time, revoke the acceptance, authorisation and instruction given in this clause 6 by registered letter sent to invesTRe with a notice period of not less than one month. The Customer acknowledges that any such revocation may prevent invesTRe from providing services to the Customer or may render the provision of services to the Customer by invesTRe impossible and that as a result invesTRe may be obliged to terminate the business relationship with the Customer in accordance with the present Terms and Conditions. The Customer accepts that in such case the termination by invesTRe is made for a valid and just reason and is effective no later than the date where the revocation by the Customer of the present authorisation and acceptance becomes effective.
7. DATA PROTECTION
7.1 The Customer hereby acknowledges that invesTRe will process personal data about the Customer or its representatives or contact persons to deliver the services that are agreed between the parties and for other purposes, such as to comply with laws and other regulations.
8. DATA SECURITY
8.1 The Customer acknowledges and agrees that it is the Customer's sole responsibility to take all reasonable steps to keep the username, password and any other security details, provided to the Customer by invesTRe in relation to invesTRe's services, safe. The Customer shall change its security details immediately and contact invesTRe as soon as possible in case of any loss or theft of its security details. invesTRe reserves the right to contact the Customer and to provide it with new security details, or to require the Customer to change its security details.
8.2 The Customer agrees to use the software, including any programmes and applications, available to it, in accordance with invesTRe's instructions and recommendations. The Customer may not, in any form or manner, make the software, including any programmes and applications, available to unauthorised third parties or copy, adapt or tamper with them.
9. INTELLECTUAL PROPERTY
9.1 For the purpose of this clause, "intellectual property rights" means all intellectual property rights in the website and its web (if and when available)and mobile applications and their entire content, including any and all patents, trademark, copyrights, designs, utility models, databank rights relating to know-how, trade secrets, whether registered or not, whether capable of registration or not, together with any application for the foregoing and together with any rights of similar or analogous nature substituting anywhere in the world.
9.2 invesTRe's and its licensors hold all intellectual property rights in, to and in relation to the website and its web (if and when available) andmobile applications and their entire content (including designs and editorial content, as well as the description of the documents and services).
9.3 invesTRe hereby grants the Customer a limited, non-exclusive, revocable, non-sublicensable and non-transferable right to access the website or its web (if and when available)and mobile applications and use invesTRe intellectual property rights for the sole and exclusive purpose of accessing and using the website and its web (if and when available)and mobile applications under the conditions set for under these Terms and Conditions. Any rights not expressly granted to the Customer under these Terms and Conditions are reserved by invesTRe's and its licensors.
9.4 Only visualisation of the website and/or the web (if and when available) and mobile applications and printing of extracts for private use and to exercise the Customer's rights under these Terms and Conditions is authorised. The partial reproduction of any database accessible from the website or mobile application or their contents for any use other that a strictly private use by the Customer, as well as the substantial or integral reproduction are forbidden.
9.5 The Customer shall in no case transmit, reproduce, sell, use or exploit in any other manner or under any other form any information or document displayed on the website or its mobile and web (if and when available) applications without the prior authorisation of invesTRe.
9.6 The information and data transmitted by the data providers specifically mentioned on the web (if and when available) and mobile applications is the property of investre 's data providers and is protected by copyright and intellectual property laws. Permission to download, copy, save and edit the content of the website or the Application, their content or the results generated or viewed by the display tools, in part or in full, is granted solely for personal, non-commercial use. Copyright notices or brand names may not be omitted or modified.
9.7 The Customer shall use third party data solely for its own internal business purposes, or for its individual purposes if the Customer is an individual.
9.8 The Customer shall not use or deal with any third-party data in a way which might require a separate license from a data provider nor use or distribute, or cause to be used or distributed, any third-party data to, or on behalf of, or for the benefit of anyone else.
9.9 The Customer shall not use or exploit any third-party data in any way which has the purpose or effect of creating a financial product or service which resembles or is related in some way to matching the performance of any of the third-party data, including any index values, or whose capital and/or income value is related to any third party data, including any index values.
10.1 In the event of disagreement between the Customer and invesTRe in relation to any of the services provided by invesTRe, and before commencing legal proceedings against invesTRe, the Customer may, free of charge, submit a complaint in writing by email in accordance with clause 1.8 to the attention of the Compliance department of invesTRe responsible for claims:
10.2 Complaints must clearly indicate the Customer's contact details and include a description of the grounds for the complaint. The complaint shall be a statement of dissatisfaction addressed to invesTRe by a natural or legal person relating to the provision of an investment service and shall not be unreasonable, frivolous or vexatious nor related to the business policy of invesTRe.
10.3 Upon receipt of the complaint, invesTRe undertakes to acknowledge receipt within ten (10) calendar days and to provide a response to the complaint within thirty (30) calendar days. If the Customer does not receive a response, or if the response is not satisfactory, the Customer may file a new complaint, in writing by email, in accordance with clause 1.8 to the member of the authorised management of invesTRe responsible for complaints:
10.4 email@example.com to the attention of invesTRe’s Chief Executive Officer
10.5 If, despite the best efforts of invesTRe to respond to the Customer's complaint, the Customer considers that it has not received an answer or a satisfactory response from invesTRe's management within one month from the date at which the complaint was sent, the Customer may submit, in accordance with applicable legal and regulatory requirements, a request for out-of-court settlement of its complaint to the CSSF within one year after the Customer filed its complaint with invesTRe (i) by filling the online complaint form to which all relevant documents can be attached, or (ii) by sending the completed complaint form, either by mail at the Commission de Surveillance du Secteur Financier, Département Juridique CC at 283, route d'Arlon, L-2991 Luxembourg, by fax at the (+352) 26 25 1-2601 or by email to firstname.lastname@example.org. Additional information is available on the CSSF website (www.cssf.lu).
10.6 invesTRe's complaints handling procedure is available on invesTRe's website or its web (if and when available) and mobile applications.
11.1 The Customer shall be the sole responsible to pay all stamp duties, registration taxes, withholding taxes and any other taxes applicable to the Customer in connection with any financial instrument or service in the context of its business relationship with invesTRe. The Customer shall assure its observance of all tax obligations incumbent upon it by reason of its nationality or place of residence and undertakes to make best use of any statements invesTRe provides it with in the course of its business relationship (including, where relevant, any tax certificates), in order to fulfil its accounting and tax obligations. invesTRe reserves the right to request a certificate of tax compliance. If the Customer does not comply with its tax obligations, the Customer shall bear sole liability for all the resulting consequences, including possible financial or criminal penalties, and invesTRe shall not bear any liability in that respect.
11.2 The Customer acknowledges and agrees that invesTRe may be required under applicable laws and regulations to communicate certain information relating to the Customer or its tax position or status to the Luxembourg tax authorities or any other tax or competent authority and undertakes to promptly provide any information (or verification thereof) invesTRe deems necessary to comply with the requirements of such laws and regulations. It includes, without limitation, any information requested to comply with (i) the annual automatic exchange of financial information between tax authorities (the "CRS") as implemented into Luxembourg domestic law via the law dated 18 December 2015 or (ii) the intergovernmental agreement between Luxembourg and the United States regarding the Foreign Account Tax Compliance ("FATCA") as implemented into Luxembourg legislation by the Law of 24 July 2015 relating to FATCA.
12.1 invesTRe may, without any liability whatsoever and without prejudice to any other rights that invesTRe may have under these Terms and Conditions, at any time, suspend providing services to the Customer and/or freeze or block the Customer's financial instruments account if:
12.1.1 invesTRe requires the Customer to provide invesTRe with documents, information and data to enable it to comply with its obligations under applicable laws and regulations and internal policies and procedures, and the Customer cannot or does not provide invesTRe with the documents, information and data, or the documents, information and data the Customer provides to invesTRe are inaccurate, incomplete or misleading;
12.1.2 the Customer breaches the rules of trading or these Terms and Conditions;
12.1.3 a force majeure event occurs in accordance with clause 1.14.4;
12.1.4 invesTRe received an order from a court or competent authority to this effect or the provision of services to the Customer or the continuous operation of the Customer's financial instruments account would result in a breach of applicable laws or regulations; and
12.1.5 in such other case, as specified in these Terms in Conditions.
12.2 invesTRe will take reasonable steps to provide the Customer with appropriate notice if invesTRe suspends its services, or freezes or blocks the Customer's DLT securities account, unless it is prevented from doing so under applicable laws and regulations.
13.1 Unless otherwise agreed between invesTRe and the Customer, either party may terminate the business relationship at any time without stating a reason with a notice period of one (1) month.
13.2 Termination by the Customer
13.2.1 If the Customer terminates the business relationship with invesTRe, it shall provide invesTRe with instructions for closing its DLT securities account, including an order to sell, redeem or transfer the financial instruments held therein. invesTRe shall arrange the sale, redemption or transfer of Customer's financial instruments as soon as reasonably possible in accordance with these Terms and Conditions and relevant market practices. Any proceeds thereof shall be transferred to the Customer's payment account, or any other account indicated by the Customer in its termination instructions.
13.2.2 invesTRe may charge fees and any other applicable charges and taxes on the sale, redemption or transfer of the Customer's financial instruments in accordance with applicable laws and regulations and invesTRe's fee schedule.
13.2.3 The Customer acknowledges and accepts that any sale or redemption of financial instruments may trigger a shortfall between the amount the Customer invested, and the proceeds received from the sale or redemption. Any such shortfall shall be exclusively borne by the Customer.
13.3 Termination by invesTRe
13.3.1 In addition to the termination right foreseen in clause 13.1, invesTRe has the right to close the Customer's DLT securities account, terminate any of the services it provides to the Customer and generally terminate the business relationship with immediate effect upon written notice to the Customer, in the event of:
(a) a breach of these Terms and Conditions by the Customer;
(b) the Customer's inability to meet its debts as they fall due;
(c) the Customer has dormant accounts with no cash in its payment account with the third-party payment services provider and no more financial instruments on its DLT securities account;
(d) invesTRe has determined, under an exit strategy where one of its providers has defaulted, that it cannot continue to provide its services to the Customer;
(e) invesTRe has determined, in its sole discretion, that termination is necessary or required by applicable laws and regulations, or as a result of a court or regulatory authority order or proceeding;
(f) invesTRe, acting reasonably, has reason to believe or suspect that the Customer may engage or be engaged in activities that are inconsistent with any of invesTRe's policies or that may be damaging to invesTRe’s reputation;
13.3.2 The Customer undertakes to provide invesTRe with an order to sell, redeem or transfer the financial instruments held in the Customer's DLT securities account with invesTRe. invesTRe shall arrange the sale, redemption or transfer of Customer's financial instruments as soon as reasonably possible in accordance with these Terms and Conditions. Any proceeds thereof shall be transferred to the Customer's payment account, or any other account indicated by the Customer. Where the Customer gives no order as to the sale, redemption or transfer of the financial instruments held following termination of the relationship, invesTRe reserves the right to liquidate the Customer's assets and transfer any proceeds thereof to the Customer's payment account. Clauses 13.2.2 and 13.2.3 apply also in the case sale, redemption or transfer is caused by the termination by invesTRe.
14.1 If any provision of these Terms and Conditions is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision shall be deemed deleted. Any modification to or deletion of a provision under these Terms and Conditions shall not affect the validity and enforceability of the rest of these Terms and Conditions.
14.2 If any provision of these Terms and Conditions is invalid, illegal or unenforceable, invesTRe may vary these Terms and Conditions in accordance with clause 17.1 so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.
15. NO ASSIGNMENT BY CUSTOMER
15.1 The Customer may not assign or transfer any of its rights and obligations under these Terms and Conditions without invesTRe's prior written agreement.
15.2 The Customer agrees that invesTRe may assign or transfer any of its rights and obligations under these Terms and Conditions or the business relationship with the Customer in whole or in part in the context or as part of a merger, de-merger or business transfer or reorganisation.
16. GOVERNING LAW AND JURISDICTION
16.1 There Terms and Conditions, including any non-contractual obligations arising out of or in connection with them, and the business relationship between invesTRe and the Customer are governed by Luxembourg law.
16.2 The courts of Luxembourg-City shall have exclusive jurisdiction to settle any dispute which may arise from or in connection with these Terms and Conditions and the business relationship between invesTRe and the Customer.
17. AMENDMENT OF THESE TERMS AND CONDITIONS
17.1 invesTRe may, at any time, amend these Terms and Conditions or any special agreements or terms entered into between invesTRe and the Customer (to the extent the relevant special agreement or terms do not derogate from this clause), subject to giving the Customer one (1) month notice setting out the amendments in writing by mail, email, facsimile, statement posted on the electronic platform of invesTRe on the website of invesTRe at [www.investre.eu] and/or its web (if and when available) and mobile applications
17.2 or by any other means of communication otherwise agreed between the Customer and invesTRe, at invesTRe's sole discretion, including, without limitation, in order to take into account in particular any changes in the laws and regulations as well as in the customs and practices in the financial markets or proposed changes to the outsourcing, delegation or other relationships of invesTRe. The amendments shall be deemed as having been approved and accepted by the Customer if the Customer does not inform invesTRe of any objection in writing within one (1) month after the notification of the amendments / before the proposed date of entry into force of such amendment. If the Customer gives notice of its objection in accordance with this paragraph, each of the parties will be entitled to terminate their business relationship in accordance with clause 13. The Customer acknowledges that as an exception to the above mechanism of notice and deemed approval or objection and related one (1) month time periods any amendments due to legislative or regulatory changes which are mandatory for invesTRe shall be binding on the Customer without prior notice.