Qualifying Fund Terms & Conditions
Last updated
18th July 2025
1. SCOPE
These terms and conditions (“Terms”) are entered into between you and Xapo Bank Limited (“Xapo Bank”), on behalf of itself and as agent for Xapo VASP Limited (“Xapo VASP” and collectively with Xapo Bank, “Xapo”, “We”, “we”, “Our” or “our”), and form part of the agreement between Xapo and you governing your use of the Qualifying Funds Product (as defined below) which is made available in the Wealth section of the Xapo Bank App and/or Website (“Xapo Bank Platform”).
Our agreement with you governing your use of the Qualifying Funds Product consists of several documents (collectively referred to as the “Governing Documents”) that can be accessed via the Xapo Bank Platform or upon request by contacting our Membership Services Team, and includes:
these Terms;
Xapo Bank Terms and Conditions which governs the entire relationship between you and Xapo Bank in respect of your fiat Xapo Bank account (“Fiat Account”);
Xapo VASP Terms and Conditions, which governs the entire relationship between you and Xapo VASP in respect of your crypto asset Xapo VASP account (“Crypto Asset Account”), (your Fiat Account and your Crypto Asset Account will be collectively referred to as the “Xapo Account”);
Xapo Bank Wealth Terms and Conditions, which governs your use of the Xapo Bank wealth account (“Bank Wealth Account”);
Xapo VASP Wealth Terms and Conditions which governs your use of the Xapo VASP wealth account (“VASP Wealth Account”), (your Bank Wealth Account and your VASP Wealth Account will be collectively referred to as the “Wealth Account”);
Complaints Handling Policy;
Conflicts of Interest Policy;
Inducements Policy;
Xapo Bank Wealth Risk Disclosure Notice (“Risk Disclosure Notice”);
Please read all the documents that form the Governing Documents carefully before you start using the Qualifying Funds Product. In particular, these Terms which provide you with information on the Qualifying Funds Product and how you may use it and the Risk Disclosure Notice which provides you with information on the risks associated with the Qualifying Funds Product and other important information that is relevant to your use of it. You should also read all documents made available to you from time to time in respect of a Fund (as defined below), which may include, but are not limited to, the relevant Fund’s memorandum of association, articles of association, key information document, subscription agreement, redemption agreement and other offering documents (“Fund Agreements”), which contain additional terms and conditions and other important information. If you are unsure as to the appropriateness of the Qualifying Funds Product or any of the Funds made available therein, you should seek independent professional advice.
These Terms will commence when you request access to the Qualifying Funds Product on the Xapo Bank Platform and will terminate in accordance with these Terms. You must not request access to the Qualifying Funds Product if you do not agree with these Terms or any other document forming the Governing Documents.
As well as these Terms and the Governing Documents, general law applies to the Qualifying Funds Product, which may mean other rights and liabilities apply.
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.
These Terms and other documents forming the Governing Documents are available on the Xapo Bank Platform. You have the right to receive these documents, upon request, at any time during the duration of these Terms. This can be provided to you on paper or such other durable medium such as via email or via the Xapo Platform.
To have access to the Qualifying Funds Product, and/or any financial instruments made available to you therein, you may also be required to agree to separate agreements with third parties, such as, but not limited to, the Fund Agreements. Xapo is not a party to these agreements, does not have control over their content and does not have any obligations towards you under them. For regulatory reasons, these agreements will be provided to you in a durable medium such as email or via the Xapo Bank Platform once you are successfully onboarded to the Qualifying Funds Product.
2. INTERPRETATION
In these Terms, certain capitalised terms and phrases used but not otherwise defined herein shall have the meaning given to them in the Xapo Bank Terms and Conditions.
If there is any inconsistency between these Terms and any other document forming the Governing Documents, these Terms will apply.
3. ABOUT US
The Qualifying Funds Product is provided by Xapo Bank, a credit institution regulated under the Financial Services Act 2019 with permission from the Gibraltar Financial Services Commission (“GFSC”) to provide services as an investment firm.
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 these Terms and shall not affect the interpretation of these Terms.
4. QUALIFYING FUNDS PRODUCT
The “Qualifying Funds Product” is a non-advisory service that is made available by Xapo Bank meaning that Xapo Bank will merely receive, transmit and/or execute transactions on your behalf and in accordance with your instructions. In these circumstances you will be acting on your own initiative and not on any investment advice provided by Xapo Bank.
The Qualifying Funds Product allows you to place orders to purchase, sell and hold units and/or shares (“Units”) in collective investment schemes (“Funds”, and each collective investment scheme a “Fund”) made available from time to time.
These Funds may be considered ‘complex’ financial instruments. More information on Funds and complex financial instruments, including the risks associated with such products, is located in Section 3 of the Risk Disclosure Notice and the Fund Agreements.
We will act strictly in accordance with the terms of any order or instruction you give to us in relation to the purchase or sale of a Unit, on the understanding that we are under no obligation to advise you on the merits of the investment or transaction concerned, or to assess whether it is suitable for you.
We have sole discretion on the Funds and Units that we make available to you through the Qualifying Funds Product from time to time.
All Funds that we make available as part of the Qualifying Funds Product will be operated and administered by third parties (“Fund Service Providers”). Xapo may have a relationship with the Fund and/or the Fund Service Providers, and in such cases will manage any conflicts in accordance with Clause 18 of these Terms.
We will not provide investment advice or recommendations. We may from time to time provide you with general information on Funds that we believe may be of interest to you. Such information should be used solely for informational purposes and should not be considered, interpreted or construed in any way as investment advice, a recommendation or an endorsement to buy or sell any particular Unit or Fund. You are solely responsible for making your own investment decisions, and we strongly recommend consulting with a qualified financial advisor before investing.
Before entering into any investment or transaction, you should satisfy yourself that it is suitable for you in light of your experience, objectives, financial resources and other relevant circumstances.
If you are resident outside of the United Kingdom or Gibraltar, by agreeing to the Governing Documents you acknowledge and confirm that your use of the Qualifying Funds Product and any Orders (as defined below) that you submit as part of the Qualifying Funds Product are made solely at your own initiative, without any prior solicitation, marketing, or promotion of any Fund or Unit by Xapo, its affiliates or representatives. You further declare that any information received regarding any Fund is provided solely in response to your unsolicited request to participate in the Qualifying Funds Product and not as part of any active marketing effort outside the United Kingdom and Gibraltar. You agree to inform Xapo Bank if this statement ceases to be true.
To help you make informed decisions before you invest in a Fund, we may be required by applicable law and regulation to make available to you a key information document (“KID”) about the nature, risks and costs of investing in that Fund. If a Fund publishes a KID, it will be available to you via the Xapo Bank Platform in English. Upon your request, if available, we may send you a non-English language translated version of the KID produced by the relevant Fund’s manager. By agreeing and accepting the Governing Documents, you give express consent to receiving KIDs in a durable medium other than paper, which will be made available via the Xapo Bank Platform in English. Each time you submit an Order, you confirm that you have read and understood the KID, if available. If a Fund does not publish a KID and we are required by applicable law and regulations to provide you with a KID, we may restrict your access to that Fund.
5. ELIGIBILITY CRITERIA
The Qualifying Funds Product is only available to Members that have been verified by us, have a verified and active Xapo Account and that satisfy the Eligibility Criteria set out in this Clause 5.
Xapo may at its sole and absolute discretion and without providing any reasons to you, decline any request to access the Qualifying Funds Product, and/or decline to accept any transaction request relating to the Qualifying Funds Product, for any reason whatsoever.
In order to be eligible to utilise the Qualifying Funds Product you will be required to satisfy the following criteria (“Eligibility Criteria”):
Minimum investment amount: Each Fund will be subject to a minimum investment amount. This amount may vary and will be communicated to you on the Xapo Bank Platform.
Investor status: you may be required to be classified as an Eligible Counterparty, Professional Client or other investor status. These requirements may vary on a case-by-case basis depending on the Fund and will be communicated to you on the Xapo Bank Platform. If you want to find out more about how you are categorised contact [email protected].
Knowledge test: you may be subject to a knowledge test (also known as “appropriateness assessment’) to ensure that you have the necessary experience and knowledge to understand the risks involved in Funds.
Jurisdiction: you must be resident or located in a jurisdiction that (i) Xapo Bank has not restricted or prohibited access to the Qualifying Funds Product; and (ii) does not prohibit your use of the Qualifying Funds Product and the purchase of the Units. In addition to the above, jurisdiction specific Eligibility Criteria may apply.
We reserve the right to determine, in our sole discretion, whether you satisfy the Eligibility Criteria for each Fund made available as part of the Qualifying Funds Product and therefore, whether you are eligible to purchase, hold and/or sell Units in a Fund.
You acknowledge and agree that you must satisfy the relevant criteria set out in this Clause 5 in order to access the Qualifying Funds Product. For the purpose of determining whether you satisfy the relevant criteria, we may be obliged to obtain information from you regarding, among other things, your investment knowledge and experience.
We will treat you as a Retail Client unless (i) you meet certain criteria allowing us to automatically categorise you as a Professional Client (per se categorisation); (ii) you request a different categorisation and we have agreed to this request in writing; or (iii) when prompted in the Xapo Bank Platform you demonstrate to us that you satisfy the required investor status for the relevant Fund. If you want to find out more about how you are categorised contact [email protected].
You shall promptly supply Xapo with all truthful, complete and accurate information that Xapo may request, at account opening and throughout the life of the business relationship, to enable Xapo to assess from time to time and at any time the appropriateness of transactions in the manner contemplated. If we believe you have not provided us with enough information to assess you in accordance with this Clause 5, we reserve the right to determine that you have not satisfied the Eligibility Criteria and therefore, you will not be eligible to access the Qualifying Funds Product.
We’re entitled to rely on any information you have provided to us as being correct and accurate at all times, unless you notify us otherwise in writing. You must notify us as soon as possible in writing of any changes to information provided.
6. ORDERS
Where you satisfy the Eligibility Criteria and these Terms, you will be permitted to submit instructions to buy (also known as ‘invest’ or ‘subscribe’) and sell (also known as ‘withdraw’ or ‘redeem’) Units of Funds made available in the Xapo Bank Platform (“Order(s)”).
By agreeing to the Governing Documents, you acknowledge that any Order you submit is subject to the Governing Documents and the Fund Agreements that are made available to you within the Xapo Bank Platform. You should read the Governing Documents and the Fund Agreements in full before submitting any Orders.
Depending on the Fund, an Order will be submitted using one of the following methods:
you will be required to enter into contractual arrangements with the Fund either on the Xapo Bank Platform or on the Fund operator’s platform. In this case, you authorise and instruct Xapo Bank to transmit the Order to and/or execute the Order with the operator of the Fund; or
alternatively, Xapo Bank may enter into contractual arrangements with the operator of the Fund in Xapo Bank’s own name but on your behalf. In such cases, Xapo Bank will notify you through the Xapo Bank Platform before your Order is submitted under this model.
By submitting an Order, you give Xapo Bank authority to place your orders for execution and/or settlement as your agent, either in your name, in accordance with Clause 6.3.A, or in Xapo Bank’s own name and for your benefit, under a nominee arrangement in accordance with Clause 6.3.B. To execute and/or settle orders, Xapo Bank may enter the Fund Agreements and act on your behalf as your agent in dealing with the Fund and/or the Fund’s Service Provider. In particular, as your agent you authorise and instruct us to:
sign the Fund Agreements with the Fund and/or the Fund Service Provider on your behalf which means that you will be bound by and must comply with the Fund Agreements;
accept any changes to the Fund Agreements which the Fund and/or the Fund Service Provider may introduce from time to time - if that happens, we will tell you what those changes are;
send and receive information and instructions from you to and from the Fund and/or the Fund Service Provider on your behalf; and
give instructions to the Fund and/or the Fund Service Providers in relation to your investments and Orders, including instructions to buy and sell your investments.
The Fund and its Service Providers will accept instructions and information from us as if made or given by you directly. When the Fund and/or Fund Service Providers sends us information, Xapo is responsible for providing that information to you.
Once you Confirm your Order it becomes a binding obligation and cannot be cancelled. It is therefore 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 the Order when you Confirm it and where necessary, sign the Fund Agreements.
Once you Confirm your Order it will appear in your Xapo Wealth Account as ‘Pending’ or ‘Under Review’. This indicates that Xapo has accepted your Order and is in the process of submitting the Order to the Fund or the Fund Service Provider for review and approval. During this period the Fund may:
(i) accept your Order;
(ii) request further information or documentation, or
(iii) reject your Order.
If the Fund or the Fund Service Provider approves your Order its status will automatically update to ‘Approved’ or ‘Confirmed’ in your Wealth Account. Should additional information be requested, Xapo will contact you accordingly. If the Fund rejects your Order, it will be marked as ‘Rejected’. Please note that the decision to approve or reject an Order is solely at the Fund’s and/or the Fund Service Provider’s discretion and is beyond Xapo’s control.
Prior to Confirming your Order you must enter the Order amount and select the corresponding Xapo Account from which the funds or assets will be debited or credited (as applicable). To place a buy Order, you will be required to hold a positive balance of the Order amount in available funds or assets in your Xapo Account. By Confirming your Order you instruct Xapo to lock or otherwise restrict your ability to utilise those funds or assets until your Order is accepted or otherwise rejected by the Fund or the Fund Service Provider.
Buy Orders are executed on each subscription day, and sell orders are executed on each redemption day (collectively, “Processing Date”). These dates will be displayed on the Xapo Bank Platform. Each Fund specifies a cut-off date and time for accepting orders - referred to as the ‘invest window’ for subscriptions and ‘redeem window’ for redemptions - which will also be shown in the Xapo Bank Platform (“Cut-Off Date”). If your Order reaches the Fund before the Cut-Off Date, it will, subject to the Fund requesting further information or rejecting the Order, be processed on the next available Processing Date. Orders received after that Cut-Off Date will be processed on the next available Processing Date.
Orders will only be accepted if submitted on the Xapo Bank Platform. You are not permitted to submit Orders on behalf of others and you must always act on your own behalf. If the Order is being placed for a legal entity, you must be approved as an “authorised user” to submit Orders on the entity’s behalf.
You must keep safe any passwords or security credentials connected to your use of the Qualifying Funds Product and your Xapo Account and Wealth Account. Xapo is not responsible for any losses you suffer as a result of a person accessing your Xapo Account or Wealth Account because you did not keep your password or other security credentials safe. Unless you have informed Xapo otherwise in advance, we are entitled to treat every action taken via your Xapo Account and Wealth Account as an action authorised and undertaken by you.
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.
We may, at our discretion, delay or not accept an Order if:
you do not have sufficient funds or assets in the Wealth Account or Xapo Account to complete the Order;
acceptance of the Order would breach any established limits imposed on the Wealth Account or your Xapo Account;
your Xapo Account and/or the Wealth Account are suspended;
notice has been given to close your Xapo Account or Wealth Account, in in that case you’ll be permitted to submit Orders to close any open positions (without creating any new positions) and to execute Orders in place prior to notice of closure being given;
the transaction arising from your Order would be in breach of applicable laws or the Governing Documents;
an insolvency event has occurred in relation to you;
your order does not meet the minimum order value;
an exceptional event or market disruption event has occurred;
we suspect criminal activity on your Wealth Account or Xapo Account more generally;
we suspect unauthorised or fraudulent use of your Wealth Account or Xapo Account more generally;
you have missed a payment under any other agreement you have with us; or
we are required to do so by a competent regulatory authority or as a matter of law.
We will not be liable for any loss or expense that you may incur as a result of any delay or rejection on our part, provided that we have acted reasonably. We will also not be liable under any circumstances for any loss or expense that you may incur as a result of any delay or rejection that is outside of our control, including without limitation, as a result of any delay or rejection of an Order by the Fund or the Fund Service Provider. We will notify you if an Order is rejected.
We reserve the right to restrict the Wealth Account and/or your Xapo 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 justification for doing so.
The price at which your Order will be executed will be the net asset value of the Fund as calculated by the Fund’s administrator on the Processing Date. Xapo may display the Fund’s current value on the Xapo Bank Platform prior to submitting an Order. The current value is indicative only and is not the value at which your Order will be executed. In certain circumstances, your Order may be executed at a better value or at a worse value depending on the value of the Fund as calculated by the Fund’s administrator on the Processing Date. Xapo will not be liable for any fluctuations in the value of a Fund between the submission of your Order and the Processing Date.
We reserve the right to debit funds or assets from your 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.
You understand and accept that Xapo Bank cannot guarantee the acceptance of an Order by the Fund or the Fund Service Providers. An Order may not be accepted in several circumstances, including where there is a reasonable risk-based justification for doing so, or if the Fund you are placing an Order for is either no longer available or the Fund or the Fund Service Providers have suspended the buying and/or selling of Units.
We reserve the right to disclose information about your Orders and the Units you hold via the Wealth Account as may be required under applicable law.
Subject to any holdback provisions that may apply to a Fund, all the proceeds from the sale of Units, less any applicable fees or amounts owed to us, the Fund, Fund Service Providers and/or other third parties will be credited to your Xapo Account or Wealth Account once your Order to sell has been settled. Where a holdback provision applies, the remaining balance of the redemption proceeds will be credited to your Xapo Account or Wealth Account once the holdback period expires.
7. STATEMENTS AND REPORTS
You will receive reports and statements for your investments. Statements and reports may be sent directly by the Fund’s Service Providers to the email address registered to your Xapo Account and may also be made available in your Wealth Account.
8. RESTRICTIONS
You are solely responsible for ensuring you are, and continue to be throughout the duration of these Terms, eligible to hold the Units via the Wealth Account and have access to it.
You are also solely responsible for becoming aware of and understanding any restrictions on holding the Units, placing Orders and on your general use of and access to the Qualifying Funds Product, whether those restrictions are imposed by law, any competent regulatory authority, us, the Fund, the Fund Service Providers, or otherwise.
If you fail to dispose of Units you are not eligible to own or are otherwise required to sell within any applicable timescales, we reserve the right to (i) dispose of any such Units on your behalf without prior notice to you or (ii) cancel or suspend your access to the Qualifying Funds Product. You will be responsible for any costs and expenses associated with such a disposal, cancellation or suspension and we will not be liable for any loss you suffer as a result.
Although you may place Orders as permitted by Xapo Bank, the Fund and/or the Fund Service Providers, your Wealth Account, and consequently your access to the Qualifying Funds Product, may be subject to certain restrictions imposed by Xapo Bank, the Fund and/or the Fund Service Providers from time to time. Xapo Bank reserves the right at any time and from time to time to restrict, suspend, modify or discontinue, temporarily or permanently, the Qualifying Funds Product or any part thereof. Where possible, we shall provide you with at least thirty (30) days advance notice of such actions.
You undertake not to engage in excessive short-term trading. Excessive short-term trading refers to the frequent buying and selling of Units, which may be detrimental to the overall performance and stability of the Fund’s strategy. You will be deemed to be engaging in excessive short-term trading if you execute multiple redemptions and subscriptions in a pattern that Xapo Bank, the Fund or the Fund Service Providers considers disruptive over a specific period. Xapo Bank and/or Fund operator may impose trade restrictions to prevent excessive short-term trading or your Wealth Account may be suspended or closed at any time without prior notice to you. Consequently, you may be restricted from placing Orders in relation to a Fund on a particular day or at a time you intended.
You are solely responsible for all actions you take in relation to the Qualifying Funds Product and Xapo are not responsible for any such decisions. You may only use the Qualifying Funds Product in good faith and for lawful purposes. In the instance that fraudulent activity is suspected, we reserve the right to suspend your Xapo Account, Wealth Account and/or your access to the Qualifying Funds Product whilst further investigation is undertaken. In doing so we may request evidence to support the transactions associated with your Xapo Account and Wealth Account.
Any conduct detrimental to us, or any misrepresentation or fraudulent activities in connection with your use of the Qualifying Funds Product may result, in addition to any rights or remedies available to us, in the termination of your access to the Qualifying Funds Product, all as determined by us in our sole discretion.
Any attempt by any person to undermine the legitimate operation of the Qualifying Funds Product 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.
9. TRANSFER OF UNITS
Unless otherwise communicated to you on the Xapo Bank Platform from time to time, you will not be permitted to transfer any Units held as part of the Qualifying Funds Product to an external person or service provider.
We do not support the transfer of any Units that you hold outside of the Wealth Account into the Wealth Account.
10. FEES AND COMMISSIONS
As part of our best execution regulatory obligations, Xapo Bank is required to demonstrate that it is taking appropriate steps in order to provide best execution to our members. As part of this, Xapo Bank will ensure that the commissions and fees it charges for your use of the Wealth Account and the Qualifying Funds Product are transparent and available on the Xapo Bank Platform, and do not hinder you achieving best execution.
We may also charge you fees levied by third parties such as the Fund or the Fund Service Providers and other applicable pass through fees.
You will automatically be instructing Xapo Bank, the Fund and/or the Fund Service Providers to deduct all applicable fees due from you every time you place an Order.
11. ORDER HANDLING AND BEST EXECUTION
Xapo Bank takes all the sufficient steps to obtain the best possible results for you on a consistent basis, when transmitting and/or executing Orders.
We have a Member Order Transmission Policy available on our Website to ensure we have a consistent approach to achieving the best possible results for you in accordance with regulatory requirements, that considers all relevant execution factors and any specific client instructions. By using the Qualifying Funds Product you consent to your Orders being transmitted in accordance with the Member Order Transmission Policy.
12. CORPORATE ACTIONS
In the event that we receive information from the Fund and/or Fund Service Providers about corporate actions or other rights and duties relating to the Units you hold as part of the Qualifying Funds Product we may, but are not required to, notify you via the Xapo Bank Platform and/or any other communication channels at our sole discretion. Where Units are acquired in accordance with Clause 6.3.2, we may exercise voting rights or other rights attaching to those Units ourselves without seeking your instructions (as long as we’re complying with our Conflicts of Interest Policy).
If we notify you, you hereby undertake to personally gather all the information about the rights and duties arising from the Units you hold as part of the Qualifying Funds Product and about corporate actions and perform any and all duties and obligations arising from such Units. You understand and agree that we are not responsible for notifying you of any such rights and duties or corporate 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 corporate actions.
In certain instances, corporate actions or other market events may create a situation where a Units you hold as part of the Qualifying Funds Product cannot or can no longer be supported. In such instances Xapo reserves the right to liquidate or write-off such non-supported Units and credit you with, at Xapo’s sole discretion, cash and/or crypto-assets in-lieu. Where possible, we will provide you with at least thirty (30) days advance notice of such actions.
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 Units you hold as part of the Qualifying Funds Product and which do not require submitting an Order.
13. SAFEGUARDING
Subject to Clause 13.3 below, Xapo Bank does not hold your Units after you have acquired them. The relevant Fund and/or Fund Service Providers will arrange for the respective Units to be held in accordance with applicable law. The Fund Service Providers are responsible for safeguarding your Units.
You understand and accept that Xapo Bank, the relevant Fund and/or Fund Service Providers may be obliged by a third party to cancel a Unit you hold as part of the Qualifying Funds Product. We will notify you as soon as practicable of this event and you undertake to cooperate with us, the Fund and/or the Fund Service Providers to comply with any such request, including taking all actions necessary as communicated to you by us.
Where Units are held in Xapo Bank’s own name under Clause 6.3.2, Xapo Bank will hold or cause to be held Units as nominee on bare trust for you absolutely and for your account and at your entire risk. You hereby expressly authorise Xapo Bank to deposit Units with such third parties as may from time to time be selected by Xapo Bank for your account and at your sole risk. Units may at any time at Xapo Bank’s discretion and election be held or registered in the name of Xapo Bank’s nominee or agent or third party and Xapo Bank’s only duty in this regard shall be to exercise reasonable skill and care in the selection of such nominee or agent or third party. Units may, where applicable, physically be located, registered, deposited or safeguarded outside Gibraltar.
14. PROTECTION
The Fund’s custodian or prime broker may offer protection through an applicable investor protection scheme, if available. In the event of the custodian’s or prime broker’s insolvency, certain assets held by the Fund may be protected up to a specified limit, depending on the terms of such a scheme. However, this protection does not cover losses arising from a decline in the value of the Unit or any market-related losses. Please note that specific coverage and limits, if applicable, will be subject to the terms of the protection scheme.
15. CUSTODY
Xapo Bank and/or Xapo VASP may act as the fiat and/or digital asset custodian for any of the Funds made available on the Xapo Bank Platform from time to time. As custodian, Xapo Bank and/or Xapo VASP would hold the Fund’s assets, including fiat and/or digital assets, on behalf of the Fund and its investors, ensuring their safekeeping. Xapo Bank and/or Xapo VASP’s custodial duties may include holding and safeguarding assets and processing transactions.
While acting as custodian, Xapo Bank and/or Xapo VASP will take all reasonable steps to ensure the security of the Fund’s assets in accordance with applicable laws and regulations. However, please be aware that our role as custodian does not imply any guarantee of the value or performance of the assets held within the Fund and the Units. You acknowledge that the value of your assets invested in a Fund and the Units you receive may fluctuate, and our custodial responsibilities do not protect you from market losses or declines in the value of your assets and Units.
In the event of the insolvency of Xapo Bank or the insolvency of any sub-custodian we appoint or service provider we engage for the custody of fiat assets, your fiat assets may be protected by applicable laws or investor protection schemes, subject to their terms and conditions. We will provide timely information and updates regarding any changes to our custodial arrangements where necessary or as required by law.
In the event of the insolvency of Xapo VASP or the insolvency of any sub-custodian or service provider we engage for the custody of crypto assets, your crypto assets will not be protected under applicable laws or investor protection schemes. You acknowledge the inherent risks associated with the custody and management of crypto assets, including potential losses due to technical failures, cybersecurity risks, or insolvency of service providers.
16. BITCOIN PAYMENTS
You may be able to utilise Bitcoin held in your Crypto Asset Account, VASP Wealth Account or Xapo Bitcoin Vault to pay for Orders placed by you in relation to certain Funds made available as part of the Qualifying Funds Product (“Bitcoin Payments”). Bitcoin Payments may be the only payment method available to pay for Orders in relation to certain Units. Where this is the case, we will notify you on the Xapo Bank Platform.
Bitcoin Payments are processed by Xapo VASP and are governed by these Terms and the Xapo VASP Terms and Conditions.
When a Bitcoin Payment is available for an Order, you will be taken through a process on the Xapo Bank Platform that will display a quote in Bitcoin, together with any applicable processing fees. To utilise a Bitcoin Payment, follow the steps presented to you on the Xapo Bank Platform to confirm your acceptance.
By placing an Order that is to be settled using Bitcoin Payments, you are instructing Xapo VASP to transfer or debit the corresponding amount of Bitcoin required to settle the Order from your Crypto Asset Account, VASP Wealth Account or Xapo Bitcoin Vault, to the Fund’s account, which may or may not be held with Xapo VASP. You may be given the option to select the relevant account to debit or credit on the Xapo Bank Platform from time to time.
You accept and acknowledge that there may be delays crediting the Bitcoin to your account. These delays may result from several factors including redemption delays related to the Fund and/or the Fund Service Providers which are outside the control of Xapo.
17. THIRD PARTY ARRANGEMENTS
We may enter into arrangements with third parties to offer you additional services or features in relation to the Qualifying Funds Product.
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.
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.
18. CONFLICTS OF INTEREST
In the course of providing you with the Qualifying Funds Product, conflicts of interest may arise between our interests and yours. We have a policy in place to ensure we identify, manage and mitigate any such conflicts in a fair and transparent manner. Where a conflict cannot be mitigated, the effects of such conflict will be minimized to the greatest extent possible.
We are committed to treating you fairly and professionally at all times. Where a potential conflict of interest is identified, we take appropriate measures to ensure that is effectively managed so that your interests are not adversely affected.
Conflicts of interest may arise in various circumstances in relation to the Qualifying Funds Product. We have policies and procedures in place to ensure that conflicts of interest are properly managed and disclosed.
A copy of our Conflicts of Interest Policy is available upon request and can be provided to you in a durable medium such as via email or via the Xapo Platform, upon request.
19. YOUR PERSONAL INFORMATION
To provide the Qualifying Funds Product and related services in accordance with the Governing Documents, we need to collect certain information about you. Under data protection law, we’re what is known as the ‘data controller’ of your personal information. For more information about how we use your personal information, see our Privacy Notice.
The account creation, when done via Xapo Bank, will be based on collecting the following personal data, with the corresponding legal ground allowing it:
contractual obligation Regulation 6(1)(b) of the Gibraltar General Data Protection Regulation (“Gibraltar GDPR”): email, phone number, BTC wallet address; and
legal obligation Regulation 6(1)(c) of the Gibraltar GDPR: name, address, date of birth, employment details, source of wealth and income, tax reference, number, identity documents.
Please note that, as a client of Xapo services, we automatically link the personal data we have already reviewed about you for compliance purposes with the enrolling for the Qualifying Funds Product. This means that in such cases our partners will get access to limited information about you.
By using the Qualifying Funds Product, you give us permission to collect, use, disclose and otherwise process your personal information for the purpose of providing our services to you in accordance with our Privacy Notice, which does not affect any rights and obligations you or we have under data protection law. This may include transferring your personal information outside Gibraltar or countries that are deemed to be adequate by the Gibraltar Regulatory Authority. Where this occurs, we'll make sure that the right legal framework is in place for protecting your personal data adequately (e.g. signing additional data protection clauses or requesting your explicit consent).
To add to this, by accepting these Terms, you acknowledge that data transfers will be necessary with our Fund partners, located in the US, India and Cayman Islands for providing you the Fund services, legally covered by standard contractual clauses approved by the Gibraltar Regulatory Authority. More details can be requested at [email protected].
You can withdraw your permission(s) by closing your Wealth Account. If you do this, we’ll stop using your information for the purpose of providing the Qualifying Funds Product and related investment services, but we may need to keep your information for other legal reasons, as detailed in the Privacy Notice.
20. LIABILITY
You acknowledge and agree that investments in Units and Funds made available as part of the Qualifying Funds Product are subject to various risks including, but not limited to, market risks, investment risks, and other inherent financial markets risks. Xapo provides no guarantee regarding the performance, returns, or capital preservation of any Units or Funds. Past performance is not indicative of future results.
You further agree that you have read, understood and will assume the risks associated with the Qualifying Funds Product, Units and Funds, as outlined in the Risk Disclosure Notice and the Fund Agreements.
You acknowledge and agree that satisfying the criteria set out in Clause 5 of these Terms in relation to a Unit and accessing the Qualifying Funds Product does not constitute a recommendation, endorsement, or investment advice by Xapo regarding that Unit. Xapo makes no representation or warranty, express or implied, as to the suitability, profitability, or potential risks of any Unit. You are solely responsible for conducting your own independent analysis and due diligence before making any investment decision. Xapo shall not be liable for any loss, damages, or adverse outcomes resulting from your reliance on the criteria or any actions taken in relation to such Units.
To the fullest extent permitted by law, Xapo shall not be liable for any loss, damage, cost, expense, or liability (including, but not limited to, direct, indirect, incidental, consequential, or special losses) incurred by you arising from or in connection with:
The purchase, holding, or sale of any Units;
Market volatility, liquidity constraints, fund closures, or suspensions affecting the Units or Funds;
Any investment decision made by you, including those based on information provided by Xapo or third parties;
The actions, omissions, insolvency, or mismanagement of third parties, including but not limited to, fund managers, investment providers, fund administrators or custodians. If Xapo acts as custodian, its liability is strictly limited to direct losses resulting from its gross negligence, wilful misconduct, or fraud in performing its custodial duties, and such liability is owed to the relevant Fund; or
Delays, disruptions, or failures in the execution of transactions, except where such failure is directly caused by Xapo's gross negligence, fraud, or wilful misconduct.
You confirm that you have conducted your own due diligence and independent assessment of the risks associated with investing in the Units and accept full responsibility for all investment decisions. Xapo does not act as a fiduciary, financial adviser, or portfolio manager. You bear full responsibility for any losses arising from investments made through the Qualifying Funds Product.
Xapo does not provide investment, legal, tax, or financial advice regarding the Units or Funds. Any information provided by Xapo, whether through its representatives, digital platforms, or marketing materials, is for informational purposes only and should not be construed as investment advice or a recommendation. You are strongly encouraged to seek independent professional advice before making any investment decision.
Xapo shall not be liable for any failure or delay in performing its obligations under these Terms due to events beyond its reasonable control, including, but not limited to, market disruptions, regulatory changes, natural disasters, pandemics, acts of terrorism, cyber incidents, system failures or operational disruptions.
21. INDEMNITY
In the event you fail to meet your obligations under the Governing Documents, you’ll be responsible for paying in full any foreseeable losses we suffer as a result of your action. You’ll indemnify us and keep us indemnified against any and all losses which we may suffer directly or indirectly as a result of:
any failure by you to perform any of your obligations under the Governing Documents;
any breach of the representations and warranties made to us under the Governing Documents;
any Order you submit or any transaction you enter into which breaches any applicable law or regulation; and/or
any act or fraud by you or by any person obtaining access to your Xapo Account or Wealth Account whether or not you authorised such access.
You’ll also indemnify and hold us harmless for and against all reasonable out-of-pocket expenses, including legal fees, administrative costs and expenses, we suffer as a result of any action we take under the Governing Documents, including any legal or investigatory action we take against you.
You won't be responsible for paying in full any foreseeable losses we suffer as a result of your action if this would mean that we are compensated twice for the same loss.
22. TAX
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 Qualifying Funds Product.
Xapo shall be entitled to deduct from the monies held in your Xapo Accounts or from any interest payable to you or otherwise to debit to the Xapo Accounts any tax which Xapo is required to deduct or withhold. Xapo will from time to time notify you if such tax is deducted or withheld by Xapo.
23. CONFIDENTIALITY
All information, documents, and materials made available to you in connection with the Qualifying Funds Product ("Confidential Information") are provided strictly on a confidential basis. You agree to treat all such Confidential Information as private and confidential and shall not disclose, reproduce, or distribute it to any third party without the prior written consent of Xapo, except as required by law or regulatory authorities. This obligation of confidentiality shall survive the termination of these Terms.
24. MODIFICATION
We may amend these Terms and any other documents forming the Governing Documents from time to time. We will notify you of changes to the Terms and other Governing Documents by posting the updated documents on our Website and changing the “Last Updated” date. You should therefore refer to and read these Terms and any other documents forming the Governing Documents from time to time.
Any amended Governing Documents will become effective no earlier than fourteen (14) days after they are posted and will apply to your subsequent use of the Qualifying Funds Product after such changes become effective. However, amendments to these Terms or any other document forming the Governing Documents to make them clearer, more favourable to you, to reflect a change made for legal reason, to correct a mistake or oversight or to address new functions, instruments or services may become effective immediately.
If you do not agree with the changes we make, we may cancel your access to the Qualifying Funds Product at any time within the fourteen (14) days notice period. You will be deemed to have accepted our changes if you do not notify us that the changes are not accepted during this period and the changes will apply to you.
25. TERMINATION
Your access to the Qualifying Funds Product will be cancelled and these Terms will be terminated immediately upon the closure of your Xapo Account and/or Wealth Account.
Xapo is entitled to terminate these Terms by providing you with at least thirty (30) days written notice. Our termination of these Terms will not affect any of our rights or obligations arising under these Terms.
You may choose to terminate these Terms at any time which shall automatically cancel your access to the Qualifying Funds Product. This option will keep your Xapo Account, Wealth Account and its other features open but you won’t be able to use the Qualifying Funds Product anymore, unless you restart the onboarding process. To exercise this option please use the dedicated feature on the Xapo Bank Platform (if available) 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 Qualifying Funds Product at a later date should you wish to have access to it again.
In addition to the immediate termination rights Xapo have in the terms and conditions governing your use of and access to the Xapo Account and Wealth Account, Xapo may also terminate these Terms immediately and without notifying you of our decision if any of the following circumstances occur:
You deliberately, or we have good reason to suspect that you use the Qualifying Funds Product for criminal or fraudulent purposes or someone else is using it without your authority;
You break any of the terms of these Terms or any of the Fund Agreements; or
We are required to terminate these Terms by any competent regulatory authority or as a matter of law.
Any termination of these Terms will automatically cancel your access to the Qualifying Funds Product.
26. EFFECT OF TERMINATION
If we notify you of our intention to terminate these Terms or if you decide to terminate these Terms:
We will complete the Orders already initiated by you that have not yet completed unless we are able, at our sole discretion, and the Fund or the Fund Service Providers are able to cancel such Orders in the event that they relate to the purchase of Units;
Once any pending Orders relating to the purchase of Units are completed or cancelled, you agree to immediately submit Orders to sell all the Units you hold in relation to the Qualifying Funds Product by either doing it manually yourself or allowing us to do it on your behalf; and
You will not place and we will not accept new Orders to purchase Units.
In the event we terminate these Terms immediately, or if you fail to liquidate all the Units you hold before the expiry of a termination notice period set by us under Clause 25, we will without requiring additional consent or advance notice to you to:
Liquidate all of the Units you hold via the Wealth Account;
Credit the proceeds, less any applicable fees or amounts owed to us, the Fund, Fund Service Providers and/or other third parties, to your Xapo Account or Wealth Account; and
Terminate your access to the Qualifying Funds Product,
and you will be responsible for any costs and expenses associated with such liquidation, including but not limited to, any penalties or other fees charged in connection with an expedited sale of your Units, and we will not be liable for any loss you suffer as a result.