Xapo VASP Wealth Terms & Conditions

• Xapo VASP Wealth Risk Disclosures

1. SCOPES

1.1 These terms and conditions (“Terms”) govern your use of certain crypto services we offer from time to time in, and for which you may access from a dedicated account within the Xapo Bank App (“Wealth Account”). These Terms are supplemental to and must be read with your Xapo VASP Terms & Conditions which governs the entire relationship between you (“Customer”) and Xapo VASP when you open a Xapo Account with us.

1.2 Please read these Terms carefully before you start using the Wealth Account. These Terms provide you with information on the crypto services in the Wealth Account and how you may use them, some of the risks associated with them and other important information that is relevant to your use of them. If you are unsure as to the appropriateness of the crypto services in the Wealth Account, you should seek independent professional advice. ‍ 1.3 This Agreement will commence and you will have accepted these Terms when you activate the Wealth Account or if this is already activated, when you activate the crypto services in the Wealth Account, in the Xapo Bank App and will terminate in accordance with these Terms. You must not activate the crypto services in the Wealth Account if you do not agree with these Terms. ‍ 1.4 As well as these Terms, general law applies to the Wealth Account, which may mean other rights and liabilities apply. ‍ 1.5 These Terms are supplied in English and shall be interpreted accordingly. Any translation of these Terms is for convenience purposes only. In the event of any conflict or inconsistency between the English version and a translated version, the English version shall prevail. ‍ 1.6 These Terms are available in the Xapo Bank App. You have the right to receive these Terms, upon request, at any time during the duration of this Agreement. This can be provided to you on paper or such other durable medium such as via email or via the Xapo Platform. ‍ 1.7 To have access to the crypto services in the Wealth Account you may also be required to agree to separate agreements with a thirty party. Xapo Bank is not a party to these agreements, has no control over their content and has no obligations towards you under them. We will provide you with a copy of these agreements where we are required to do so in a durable medium such as email or via the Xapo Platform once you are successfully onboarded to the Wealth Account.

2. INTERPRETATION

2.1 In this Agreement, certain capitalised terms and phrases used but not otherwise defined herein shall have the meaning given to them in the Xapo VASP Terms & Conditions.

3. ABOUT US

3.1 The crypto services in the Wealth Account are provided by Xapo VASP Limited, a company regulated by the Gibraltar Financial Services Commission under the Financial Services Act 2019 as a ‘DLT institution’ under Permission No. 26061.

3.2 If you ever have any questions, issues, or complaints, you can always check out our FAQs page or you can contact our Membership Services Team through the Xapo Bank App or via our Website. Our team will always do their best to help you. Unless otherwise stated our FAQs do not form part of this Agreement and shall not affect the interpretation of these Terms.

4. WEALTH ACCOUNT

4.1 When available, Xapo VASP makes the crypto services in the Wealth Account available to customers who have been verified by us and have a verified Xapo Account and are located in a region where the crypto services in the Wealth Account are made available to them. We reserve the right to reject any request for access to the crypto services in the Wealth Account for any reason whatsoever.

4.2 The crypto services in the Wealth Account are an execution only, non-advised order transmission service offered by Xapo VASP that allows you to buy and sell certain crypto instruments that are made available to you from time to time (“Crypto Asset”, “Crypto Assets”). We do not provide any sort of legal, investment, tax or any other kind of advice whatsoever, or any direction or guidance on the merits or appropriateness for you of the crypto services in the Wealth Account or of any of the Crypto Assets we make available to you. We have sole discretion on the Crypto Assets we make available to you through the Wealth Account.

4.3 You are solely responsible for all actions you take in the Wealth Account and we are not responsible for any such decisions. You may only use the Wealth Account in good faith and for lawful purposes. In the instance that fraudulent activity is suspected, we reserve the right to suspend your Xapo Account and the Wealth Account whilst further investigation is undertaken. In doing so we may request evidence to support the transactions associated with your Xapo Account and the Wealth Account.

4.4 Xapo Bank reserves the right at any time and from time to time to restrict, suspend, modify or discontinue, temporarily or permanently, the Wealth Account or any part thereof. We shall provide you with sufficient notice of such actions where necessary or where it is required by applicable law.

4.5 Any conduct detrimental to us, or any misrepresentation or fraudulent activities in connection with your use of the Wealth Account may result, in addition to any rights or remedies available to us, in the termination of your access to the Wealth Account, all as determined by us in our sole discretion.

4.6 Any attempt by any person to undermine the legitimate operation of the Wealth Account may be a violation of criminal and civil law, and, should such an attempt be made, we reserve the right to seek damages from any such person to the fullest extent permitted by applicable law.

5. CLIENT CATEGORISATION

5.1 We will treat you as a retail client unless you have requested a different categorisation and we have agreed to this request in writing.

5.2 You may request at any time a different client categorisation to the one we have given you, but we may, in our sole discretion, reject any such request.

6. ORDERS

6.1 The Wealth Account allows you to send us instructions to buy or sell Crypto Assets on your behalf (“Order(s)”). We execute your Orders and are responsible for their execution. These are executed by us using a third party we contract with for these purposes (“Liquidity Provider”)

6.2 An Order will only be accepted if it is submitted through the Wealth Account or as otherwise indicated to you in the Xapo Bank App. You are not permitted to submit an Order on behalf of others and you must always act on your own behalf. We will accept an Order where we reasonably believe in good faith that the instruction is from you and is correct, without carrying out any further checks or investigations. We will not be liable for accepting an Order which is not in fact genuine, or for investigating, not investigating, or not following any Order that we reasonably believe may not be genuine, provided that we have acted reasonably and in good faith when we have done so.

6.3 We may also delay or not accept an Order if:

1. You do not have sufficient funds in the Wealth Account or Xapo Account to complete the Order;
2. Acceptance of the Order would breach any established limits imposed on the Wealth Account;
3. We are required to do so by an underlying market where a Crypto Asset may be listed;
4. Your Xapo Account and/or the Wealth Account are suspended; or
5. We are required to do so by a competent regulatory authority or as a matter of law.

6.4 We will not be liable for any loss or expense that you incur as a result of any such a delay or refusal on our or our Liquidity Provider’s part, provided that we have acted reasonably. We will notify you if an Order is rejected.

6.5 We reserve the right to restrict the Wealth Account in any manner that we reasonably believe is necessary to remain compliant with applicable Law or if we, in our sole discretion, determine that there is a reasonable risk-based justification for doing so.

6.6 The prices of the Crypto Assets available in the Wealth Account are indicative only. These prices can change and we cannot provide you with any guarantee that we will be able to have an Order executed at the price that is quoted in the Wealth Account before placing your Order. In certain circumstances, your Order may be executed at a better price or at a worse price than was quoted to you in the Wealth Account before placing the Order. We will not be liable for the difference in the prices.

6.7 We reserve the right to take funds from the Wealth Account or your Xapo Account to make payment for an Order. This usually occurs when an Order is settled at a price that is higher than the price quoted in the Wealth Account before placing the Order.

6.8 You understand and accept that Xapo VASP cannot guarantee the execution of an Order. An Order may not be accepted in several circumstances, including where there is a reasonable risk-based justification for doing so, or if the Crypto Asset you are placing an Order for is either no longer available or has been suspended from trading.

6.9 Once an Order is submitted it becomes a binding obligation and you cannot cancel it once it has been executed. You can only cancel an Order or withdraw it before you confirm it within the Wealth Account and only if we consent to it. You understand that it is important to ensure that you enter all the details of your Order correctly and accurately and that you are willing and able to enter into a binding commitment to enter into an Order when you submit it.

6.10 We reserve the right to disclose information about your Orders and the Crypto Assets you hold via the Wealth Account as may be required under applicable law. All the information we obtain from your Orders and Crypto Assets held in the Wealth Account shall be our sole and exclusive property.

6.11 All the proceeds from the sale of Crypto Assets will be credited to the Wealth Account once your Order to sell has been settled.

7. ORDER TYPES

7.1 We may from time to time provide you with the ability to submit different types of Orders you can submit through the Wealth Account. These may include the following types of Orders:

1. Limit Order (which includes Buy Limit Orders and Sell Limit Orders) is an Order placed at a specified price or better;
2. Stop Order is an Order that is only executed when the price of an asset reaches a specified price and is executed at the best available price.

7.2 We have sole discretion on the types of Orders we make available to you through the Wealth Account from time to time.

7.3 When we make a limit Order available you undertake not to disclose or publish any details or information of any pending limited Order you have in the Wealth Account.

7.4 You can only sell Crypto Assets you hold via the Wealth Account.

8. RESTRICTIONS

8.1 You are solely responsible for ensuring you are, and continue to be throughout the duration of this Agreement, eligible to hold Crypto Assets via the Wealth Account and have access to it.

8.2 You are also solely responsible for becoming aware of and understanding any restrictions on holding Crypto Assets via the Wealth Account, placing Orders and on your general use of and access to the Wealth Account, whether those restrictions are imposed by law, any competent regulatory authority, our Liquidity Provider, the issuer or provider of a Crypto Asset, or otherwise.

8.3 If you fail to dispose of Crypto Assets you are not eligible to own or are otherwise required to sell within any applicable timescales, we reserve the right to dispose of any such Crypto Assets without notice to you. You will be responsible for any costs and expenses associated with such a disposal and we will not be liable for any loss you suffer as a result.

8.4 The Wealth Account may be subject to restrictions on your activity from time to time. We may in our absolute discretion institute trade restrictions to prevent you from carrying out trading activity we deem to be excessive at any time without notice to you. As a result, you may be restricted from purchasing or selling Crypto Assets on a particular day or time that you intend. We reserve the right to close your Wealth Account without notice to you if you breach any such restrictions.

8.5 You are not permitted to use any algorithms or electronic trading programs or systems in connection with your submission of Orders via the Wealth Account.

9. TRANSFER OF CRYPTO ASSETS

9.1 We do not support the transfer of any crypto instruments that you hold outside of the Wealth Account into the Wealth Account unless otherwise indicated to you. Crypto Assets that you acquire and hold via the Wealth Account cannot be transferred out of the Wealth Account and can only be sold using the Wealth Account unless otherwise indicated to you.

10. FEES & COMMISSIONS

10.1 Xapo VASP will take appropriate steps in order to provide best execution to our members. As part of this, Xapo VASP will ensure that the commissions and fees it charges for your use of the Wealth Account are transparent and available in the Xapo Bank App, and do not hinder you achieving best execution.

10.2 We may also charge you fees levied by third parties and other applicable pass through fees.

11. ORDER HANDLING & BEST EXECUTION

11.1 Xapo VASP takes all the sufficient steps to obtain the best possible results for you on a consistent basis, when executing Orders.

11.2 We ensure we have a consistent approach to achieving the best possible results for you when executing an Order that considers all relevant execution factors and any specific client instructions.

12. ACTIONS

12.1 In the event that we become aware about actions or other rights and duties relating to the Crypto Assets you hold via the Wealth Account and we consider it necessary to notify you of them, then we will notify you via the Xapo Bank App.

12.2 You hereby undertake to personally gather all the information about the rights and duties arising from the Crypto Assets you hold via the Wealth Account and about actions and perform any and all duties and obligations arising from such Crypto Assets. You understand and agree that we are not responsible for notifying you of any such rights and duties or actions and will not be held liable for any damages, losses or expenses or claims or demands caused or threatened against you as a result of not being informed by us of such rights, duties or actions.

12.3 In certain instances, actions or other market events may create a situation where a Crypto Asset you hold via the Wealth Account cannot or can no longer be supported. In such instances we reserve the right to liquidate or write-off such non-supported Crypto Asset and credit you with cash-in-lieu. We will provide you with sufficient notice of such actions where necessary or where it is required by applicable law.

12.4 You have the right to give us instructions in the form provided by us for exercising any voting rights related to the Crypto Assets you hold via the Wealth Account that may arise. You hereby undertake to indemnify us against all and any expenses, damages and loss relating to the execution of such instruction. We have the right to decide at our own discretion which Crypto Assets and on what conditions we exercise the right to vote.

12.5 We reserve the right to sign any and all documents and perform any acts in your name, which are necessary for exercising such rights arising from any Crypto Asset you hold via the Wealth Account and which do not require submitting an Order. This right applies even in case you have not provided us with instructions for exercising any voting rights related to the Crypto Assets you hold via the Wealth Account.

13. SAFEGUARDING

13.1 Xapo VASP holds your Crypto Assets after you have acquired them in the Wealth Account in accordance with applicable law. We are responsible for safeguarding your Crypto Assets.

13.2 You understand and accept that Xapo VASP may be obliged by a third party to cancel all the Crypto Assets you hold via the Wealth Account. We will notify you as soon as practicable of this event and you undertake to cooperate with us to comply with any such request, including taking all actions necessary as communicated to you by us.

14. THIRD PARTY ARRANGEMENTS

14.1 We may enter into arrangements with third parties to offer you additional services or features in the Wealth Account.

14.2 These additional services or features are provided to you on a best efforts basis only and may be subject to separate terms to these. We shall have no liability for any type of error whatsoever in the additional services or for any losses or damages you may suffer in connection with these services or features when accessed through us.

14.3 We reserve the right at any time and from time to time to restrict, suspend, modify or discontinue, temporarily or permanently, any such additional services or features or any part thereof. We will provide you with sufficient notice of such actions where necessary or where it is required by applicable law.

15. CONFLICTS OF INTEREST

15.1 In the course of providing you with the Wealth Account, conflicts of interest may arise between our interests and yours. We have a policy in place to ensure we identify and handle conflicts fairly and treat our clients fairly at all times.

15.2 Where a potential conflict of interest is identified, it is closely managed to ensure client interests are not affected. The policy can be provided to you on paper or such other durable medium such as via email or via the Xapo Platform, upon request.

16. TAX

16.1 You are solely responsible for determining the tax implications and the payments of all taxes that arise from your access to and use of the Wealth Account.

17. TERMINATION

17.1 Your access to Wealth will be cancelled and this Agreement will be terminated immediately upon the closure of your Xapo Account.

17.2 Xapo VASP is entitled to terminate this Agreement by providing you with at least thirty (30) days written notice. Our termination of this Agreement will not affect any of our rights or obligations arising under these Terms.

17.3 You may choose to only terminate this Agreement and close the Wealth Account at any time which shall automatically cancel your access to the crypto services in the Wealth Account. This option will keep your Xapo Account and its other features open but you won’t be able to use the crypto services in the Wealth Account anymore, unless you restart the onboarding process. To exercise this option please use the dedicated feature in the Xapo Bank App or contact our Membership Services Team through the Xapo Bank App or via our Website for help. Our team will always do their best to help you. You may be able to reactivate the Wealth Account at a later date should you wish to have one again.

17.4 In addition to the immediate termination rights we have in the Xapo VASP Terms & Conditions, Xapo VASP may also terminate this Agreement immediately and without notifying you of our decision if any of the following circumstances occur:

1. You deliberately, or we have good reason to suspect that you use the Wealth Account for criminal or fraudulent purposes or someone else is using it without your authority;
2. You break any of the terms of the agreements you are required to enter into with a third party to have access to the crypto services in the Wealth Account; or
3. We are required to terminate our Agreement by any competent regulatory authority or as a matter of law.

17.5 Any termination of this Agreement will automatically cancel your access to the crypto services in the Wealth Account.

18. EFFECT OF TERMINATION

18.1 If we notify you of our intention to terminate this Agreement, we will complete the relevant transactions already initiated by you that have not yet completed. You will also submit Orders to sell all the Crypto Assets you hold via the Wealth Account within the notice period given for the termination of the Agreement. No new Orders to purchase Crypto Assets will be accepted during such termination notice period.

18.2 If you decide to terminate this Agreement and close your access to the crypto services in the Wealth Account, we will first have to complete all the relevant transactions in the Wealth Account already initiated by you that have not yet completed. Once those transactions are completed, you agree to submit Orders to sell all the Crypto Assets you hold via the Wealth Account, by either doing it manually yourself or allowing us to do it on your behalf as part of an automated process. No new Orders to purchase Crypto Assets will be accepted once the crypto services in the Wealth Account have been closed.

18.3 In the event we terminate this Agreement immediately, or if you fail to liquidate all the Crypto Assets you hold via the Wealth Account before the expiry of a termination notice period, we will without your consent or any further notice to you:

1. Liquidate all of the Crypto Assets you hold via the Wealth Account;
2. Credit the proceeds, less any applicable fees or amounts owed to us, our Broker or third party, to your Xapo Account; and
3. Close the Wealth Account, and you will be responsible for any costs and expenses associated with such liquidation and we will not be liable for any loss you suffer as a result.