TERMS & CONDITIONS
[Version: 3.0, Last updated: 30.09.2022]
These General Terms of Business (“Terms”) govern the contractual relationship between the user of the Services and each of Smart Valor FL and Smart Valor CH. References in this Agreement to “Smart Valor” are to Smart Valor FL and/or Smart Valor CH depending on the services being discussed. The Terms are legally binding. Please read them carefully before using any of the Services. Access to and use of the Services shall be subject to the Client’s compliance with all provisions set forth in these Terms. This document comes into force upon its publication. Words in the singular include the plural, and vice versa, those in masculine also include feminine.
1. Smart Valor comprises three legal entities:
- Smart Valor AG (“Smart Valor CH”), is a company incorporated under Swiss Law with its registered office in Zug, Switzerland. Smart Valor is a publicly listed company, by way of Swedish Depositary Receipts, on Nasdaq First North, in Stockholm Sweden. Smart Valor CH is the parent company of Smart Valor FL and Smart Valor DE and is the issuer of the Valor Token;
- Smart Valor AG (“Smart Valor FL”), is a company incorporated under Liechtenstein Law with its registered office in Vaduz, Liechtenstein. Smart Valor FL operates the Valor Platform, a Digital Asset exchange that facilitates the trading of Digital Assets. In addition, Smart Valor FL facilitates the storage of Digital Assets.
- Smart Valor Services GmbH (“Smart Valor DE”), a company incorporated under German Law with its registered office in Munich, Germany. Smart Valor DE provides and develops the IT-infrastructure for the Valor Platform and performs group internal services.
2. "Client" or "Clients" are both corporate bodies (legal entities, foundations, associations, etc.) and individuals who are using and/or intending to use the Services.
3. "Cryptocurrency" means a type of digital currency based on blockchain technology.
4. "Digital Assets", for the purposes of these Terms shall be limited to payment tokens and utility tokens and shall include Smart Valor Vouchers, Valor Tokens and generally accepted crypto-currencies (e.g. Bitcoin, Ether, etc.) as well as other forms of tokenized assets and all associated contracts and options for present or future delivery of such tokenized assets.
5. "Fiat Currency" means an official currency that is regulated and backed by governments and central banks.
6. "Services" are understood to be the services provided through the Valor Platform operated by Smart Valor FL or any other service provided by Smart Valor.
7. “Smart Valor Account” means, the Clients’ user account maintained on the Valor Platform and facilitated by Smart Valor FL. The Client may buy, sell and trade Digital Assets on the Valor Platform. Deposits in Fiat Currency are not accepted other than for the express purpose of purchasing Digital Assets. For withdrawals of Digital Assets certain restrictions apply.
8. “Valor Platform” is an online platform for the trading of Digital Assets operated by Smart Valor FL. The Valor Platform is subject to stringent regulations that includes international regulations on Anti-Money Laundering (AML) and Countering of Terrorism Financing (CTF).
9. “Valor Token” means the Digital Asset issued by Smart Valor CH and which may be used to pay the fees associated with the Services.
10. “Smart Valor Vouchers” means internal ledger entries on the Valor Platform which create a contractual claim of the Client against Smart Valor FL and can be used by the Client for exchange Services.
11. These Terms describe the conditions which Clients accept and abide by throughout its relationship with Smart Valor. It is the Client's responsibility to read and understand these Terms and its amendments. More information is available in the Risk Disclosure.
12. The Client understands and acknowledges that Smart Valor may change the provisions set forth herein at any time without any prior notice requirement and that the Terms are not, under any circumstance, negotiable. The Client’s continued use of the Valor Platform after any such changes, with or without having explicitly accepted the new Terms, shall constitute consent to such changes. Changes will be published online on smartvalor.com.
The Terms shall govern the relationship between the Client and Smart Valor (hereinafter collectively referred to as the "Parties"), subject to general industry standards and established rules of practice. In particular, the provisions set forth below shall govern the legal relationship between the Parties with regard to use of the Valor Platform for the purpose of executing transactions via the Valor Platform.
Provision of Services
3. Registration and Relationship Acceptance
When registering a Smart Valor Account to enable trading through the Valor Platform, the Client has to complete the registration and relationship acceptance procedures ("Acceptance Procedure"). The Client must be duly accepted. The Acceptance Procedure is defined exclusively by Smart Valor FL.
The Client understands that Smart Valor complies with international restrictions imposed by countries on Digital Asset trading. The Client, therefore, accepts that Smart Valor FL may decline a registration and/or relationship with Clients who fall under such restrictions. The content of the Valor Platform is not, under any circumstance, intended to be used by or distributed to Clients resident in a country which impose restrictions on Digital Assets trading.
In order to engage in any Services on the Valor Platform, the Client must create a Smart Valor Account and provide all requested information to Smart Valor FL. When a Smart Valor Account is created, the Client agrees and warrants to:
- create a strong password, following Smart Valor instructions, which is used exclusively for the Smart Valor Account;
- provide accurate and truthful information;
- maintain and promptly update the Smart Valor Account information;
- maintain the security of the Smart Valor Account by protecting the password and restricting access to the Smart Valor Account;
- promptly notify Smart Valor if the Client discovers or otherwise suspects any security breaches related to the Smart Valor Account; and
- take responsibility for all activities that occur under the Smart Valor Account and accept all risks of any authorized or unauthorized access to the Smart Valor Account, to the maximum extent permitted by law.
- that the purpose of the business relationship is investing and trading Digital Assets.
3.3 Joint Accounts
The client is not allowed to share the account with another individual or entity.
3.4. Account Security Incidents
If the Client suspects that his Smart Valor Account or any of the security details have been compromised or the Client becomes aware of any fraud or attempted fraud or any other security incident (including a cyber-security attack) affecting the Smart Valor Account and/or Smart Valor (together a "Security Breach"), the Client must notify Smart Valor as soon as possible by email at firstname.lastname@example.org and continue to provide accurate and up to date information throughout the duration of the Security Breach. The Client must take all steps that are reasonably required to reduce, manage or report any Security Breach. Failure to provide prompt notification of any Security Breach may lead to the loss of Digital Assets maintained on the Smart Valor Account. Smart Valor does not assume any responsibility for any loss that Client may sustain due to the compromise of their login credentials due to no fault of Smart Valor.
3.5. Username and Password
In order to access the Valor Platform, the Client is required to create security details, including a username and password. The Client is responsible for keeping the electronic device through which he accesses the Valor Platform safe and maintaining adequate security and control of any and all security details used to access the Valor Platform. This includes taking all reasonable steps to avoid the loss, theft or misuse of such electronic device and ensuring that such electronic device is encrypted, and password protected. Any loss or compromise of the Client´s electronic device or security details may result in unauthorized access to the Smart Valor Account by third-parties and the loss or theft of any Digital Assets and/or funds held in the Smart Valor Account and any associated accounts, including your linked bank account(s) and credit card(s).
Any person logging onto the system by entering the correct email/username and personal password or identifying himself to Smart Valor FL as a Smart Valor Account authorized person by giving the correct email/username and personal password shall have access to the Valor Platform. The Client shall be obliged to keep the password secret at all times, to keep it out of reach of third parties and to protect it from misuse. The Client is advised to change the password regularly. The Client shall bear sole responsibility for any consequences of the loss or misuse of his email/username and/or password. Smart Valor shall not be liable for any damage resulting from the loss or misuse of the Client's email/username and/or password. Except for gross negligence on the part of Smart Valor, any loss or damage arising from invalidity or undiscovered fraud shall be borne by the Client. The Client undertakes to inform Smart Valor immediately if the Smart Valor Account needs to be blocked or the email/username and/or password need to be blocked or replaced. At its discretion, Smart Valor may require additional levels of identification, such as 2-Factor-Authentication.
3.7. Irrevocable entitlement
Any person verifying his identity in accordance with item 3.5 above shall be considered entitled to use the Valor Platform. Smart Valor FL shall be entitled to assume that orders and instructions arising in this manner have been duly approved and issued by the Client and/or authorized persons.
3.8.1 During the Acceptance Procedure, Smart Valor FL will request documentation and/or information (e.g. through a form) from the Client. The Client must provide Smart Valor FL with all documents and information promptly and accurately. The Client accepts that delays from his/its side to provide documents and/or information may delay the Acceptance Procedure.
3.8.2 Smart Valor FL shall request additional information and/or documentation when deemed necessary to clarify any doubts relating to the Client's identity, the purpose of the relationship and/or related to any other topic. The Client accepts that depending on the Service chosen, Smart Valor FL may request further information and documents.
3.8.3. The client acknowledges that the deliberate provision of false information during the Acceptance Procedure is liable to prosecution according to Art. 251 Swiss Criminal Code e and § 223 Liechtenstein Criminal Code (document forgery).
3.8.4. Smart Valor FL is not, under any circumstance, obliged to return the documents provided by the Clients.
Smart Valor FL shall unilaterally accept or reject potential Clients without giving reasons in accordance with its own internal rules, as well as international Anti-Money Laundering and Countering of Terrorism Financing regulations and guidelines (hereafter, "AML & CTF regulations and guidelines").
3.10 Provision of cross-border Services (local restrictions)
The Client confirms that he took the steps to open a Smart Valor Account on his own initiative and that Smart Valor did not approach him in this regard; if this is not the case, the Client undertakes not to finalize the registration. The Client shall request information on other Services provided by Smart Valor to which he has not yet subscribed. Smart Valor shall decide at its sole discretion whether or not to communicate such information to the Client. The Client is aware that Smart Valor may not be able to provide him with all or some of its Services and/or products based on his place of residence and/or status. Similarly, smartvalor.com may not be accessible based on the Client's place of residence. This applies in particular to Clients resident in a country where the distribution of information contained on smartvalor.com contravenes laws in that country. The Client is obliged to inform Smart Valor of any change in place of residence or status which could affect the provision of Services and/or products by Smart Valor. Unless otherwise indicated by Smart Valor, the information published on smartvalor.com or sent to the Client shall not be construed as constituting an offer.
3.11 Blocking access
SMART VALOR FL reserves the right to block the Client's access at any time, without explanation and without notice, to the extent it deems such blockage appropriate. The Client may at any time request SMART VALOR FL to block its SMART VALOR Account with immediate effect. The blockage can only be revoked by the Client in writing.
3.12. Fiscal responsibility
The Client is aware and accepts that Smart Valor does not provide any tax or legal advice of any kind. The Client confirms that he is in compliance with the tax regulations of the country or countries in which he assumes fiscal responsibility. Smart Valor shall not verify the fiscal integrity of the Client and accepts no responsibility in this regard. The Client is aware that his use of the Services may trigger tax consequences for him, including having to declare his asset portfolio, trades and profits to the competent tax authorities, and Client agrees that it is his responsibility to comply with all national and international tax laws applicable to his use of the Services. The Client will, if need be, request advice from legal or tax experts.
3.13. Lack of legal capacity
Damage resulting from the Client's lack of legal capacity shall be exclusively borne by the Client. In any event, the Client shall bear any damage resulting from lack of legal capacity on the part of other third parties having access to the Client's Smart Valor Account. By using the Services, Client confirms he is at least 18 years old.
4. Valor Platform
Smart Valor FL provides an online trading platform, operated as a Digital Asset exchange and currently limited to payment tokens and utility tokens. The Valor Platform is comprised of an order book and a matching engine. Transactions are matched directly between counterparties. Smart Valor FL may, in certain cases, act as intermediary to adhere to legal and regulatory requirements.
4.1. Smart Valor FL undertakes to make its technical systems and specialist knowledge available to Client to enable the latter to execute transactions on the Valor Platform. Smart Valor FL grants its Clients the access to and right to use the Valor Platform. Certain Services are subject to fees according to a separate fee schedule.
4.2. The access and right of use are non-exclusive and non-transferable. The Client shall not be entitled in any event to copy, modify, reproduce the software provided by Smart Valor nor to distribute it in any other way, except when explicitly allowed by Smart Valor. Exceptions may apply to certain parts of the software under open source licensing when explicitly announced by Smart Valor. The Client shall be liable to Smart Valor for any damage resulting directly or indirectly from any infringement of this provision.
5. Information disclosed on the Valor Platform
Smart Valor strives to maintain the accuracy of information published on smartvalor.com. However, it cannot guarantee the accuracy, suitability, reliability, completeness, performance or fitness for purpose of the content on smartvalor.com and will not accept any liability for any loss or damage that may arise directly or indirectly from the content. Information on smartvalor.com can be subjected to change without notice and is provided for the primary purpose of facilitating Clients to arrive at independent decisions.
6. Client's investment decisions
The Client is aware that, while he may be able to access Digital Asset specific research reports and selection and advisory tools via the Valor Patform (without being limited to computerized online services), the availability of such information and tools does not constitute, nor implies a recommendation or advice to buy or sell any of the Digital Assets mentioned therein. The Client's investment decision shall be based solely on his own evaluation of his financial circumstances, investments objectives and risk appetite. The Client accepts that Smart Valor does not guarantee any performance of any Digital Asset. The Client accepts the inherent risks of trading Digital Assets. For more information, check the Risk Disclosure.
The Client shall bear sole responsibility for all orders placed on the Valor Platform. The data published or transmitted shall not represent an offer unless Smart Valor FL expressly indicates the contrary. The Client undertakes not to hold Smart Valor or any of its officers, directors, employees, agents, subsidiaries or affiliates liable for any trading losses or other losses caused by the Client's investments decisions.
Crypto assets are volatile. The Client should be fully aware of the level of risk involved before trading on the Valor Platform. It is the Client's responsibility to make qualified/informed investment decisions. The Client commits to research and accurately understand the suitability of the Digital Asset in which he intends to invest. In case the Client does not have the means to make qualified/informed investment decisions, he commits to seek professional advice before trading in Digital Assets.
The Valor Platform is available around the clock, except during maintenance time and/or unavailability due to exceptional reasons, e.g. cyber-attacks. Smart Valor is not liable for any malfunction or inability to access the Valor Platform attributable to third parties, because of unsuitable equipment of the Client or because of any other circumstances not attributable to Smart Valor.
As a general rule and subject to express authorization in special cases, in order to execute orders, Smart Valor FL shall require that the Client contains purchasing power equal to or greater than the cost price of the Digital Assets prior to the trading date. He shall bear liability for all his orders, including any which exceed the funds available in the Client's possession. Where Smart Valor FL receives from the same Client multiple orders with a combined total exceeding the funds available or the approved threshold, Smart Valor FL shall be entitled to decide which orders to execute wholly or in part, regardless of the order in which they were received. If Smart Valor FL has executed an order despite a lack of sufficient funds received, the Client shall be obliged to provide sufficient cover without delay e.g. by transferring additional funds. The Client accepts that placed orders may not be necessarily executed in case of any failure on the Valor Platform, due to technical and security reasons and/or any failure from service providers.
9. Erroneous or delayed execution of orders
In the event of an erroneous, incomplete or delayed execution of an order, Smart Valor’s liability shall be limited to the interest lost unless it has been alerted to the risk of more extensive damage.
10. Erroneous transactions and erroneous entries (mis-trades)
The Client is aware and accepts that Smart Valor FL reserves the right to declare an executed transaction invalid if Smart Valor FL reasonably believes the transaction is the result of an erroneous transaction or entry or in the following additional circumstances: a)Smart Valor FL is compelled to by an applicable law or regulation b) Due to a technical error c) Orders have been placed by Clients who, at Smart Valor FL’s sole discretion, have engaged in abusive use of the Valor Platform d) Orders which under the circumstances involve an obvious error with respect to price, quantity, or other parameters e)If required for technical reasons. If, in the meantime, the Client has sold on the Digital Asset affected by the erroneous transaction or entry, this constitutes a short sale. The Client accepts and assumes the risk of erroneous transactions, erroneous entries and short sales. The Client is aware and agrees that short sales are not allowed and will thus automatically be covered by Smart Valor FL without further notification, i.e. negative positions will be closed out. Smart Valor FL expressly draws attention to the fact that to be sold by the Client must be present in the Client's account in a long position permitting proper delivery on or before the settlement date of the respective transaction. Save where guilty of willful intent or gross negligence, Smart Valor shall not be liable for any damage in connection with such a declaration from the exchange. Upon learning that assets credited to his account must in all good faith be assumed to have been credited erroneously, the Client shall be obliged to notify Smart Valor FL immediately of the credit entry either in writing or orally.
11. Account currencies
Smart Valor Accounts will be maintained in Digital Assets only.
12. Smart Valor Vouchers
12.1 Clients purchase Smart Valor Vouchers by transferring Fiat Currency to the Valor Platform or by exchanging digital assets into Smart Valor Vouchers.
12.2 Purchases of Smart Valor Vouchers can be made in the currency and at the price displayed on the Valor Platform.
12.3 Puchases of Smart Valor Vouchers are executed always against Smart Valor FL and can only be used for exchange Services on the Valor Platform. Smart Valor Voucher does not represent any participation in Smart Valor. By purchasing Smart Valor Vouchers, Clients acquire a claim against Smart Valor FL denominated in Smart Valor Vouchers equivalent to the value of the Fiat
currency amount used for the purchase, such that 1 CHF will be equal to 1 CHF Smart Valor Voucher, 1 GBP will be equal to 1 GBP Smart Valor Voucher, 1 USD will be equal to 1 USD Smart Valor Voucher, 1 EURO will be equal to 1 EURO Smart Valor Voucher and so on.
12.4 Clients do not have any contractual right to redeem the monetary value of the purchase price.
12.5 Clients do not have the right to pledge or assign their Smart Valor Voucher to third parties.
13. Right of withdrawal
This whole section 13. only applies to Clients who are consumers (“B2C”).
13.1. The Client takes note that the consumer Protection law, in particular the Consumer Protection Act of Liechtenstein (Konsumentenschutzgesetz or “KSchG”) stipulates in its Article 4 that a consumer has the right to withdraw from an agreement with a company without giving reasons within fourteen (14) days, beginning the day after their accepting the agreement, if the consumer’s contractual declaration was not made in rooms used by the company for business purposes.
13.2. The Client also takes note that, pursuant to Article 12 of the Distance Selling Act of Liechtenstein (Fern- und Auswärtsgeschäfte-Gesetz or “FAGG”), a consumer has the right to withdraw from any contract agreed with a company at distance or off-premises (e.g., online) without giving reasons within fourteen (14) days, beginning the day after conclusion of the contract.
13.3. The right to withdrawal from these Terms pursuant to the KSchG is inter alia not applicable to the Client as a consumer if: (i) the Client has initiated the business relationship with Smart Valor for the purpose of concluding these Terms (Art 4 para 3 lit a KSchG); (ii) the conclusion of these Terms was not preceded by discussions between the parties or their agents (Art 4 para 3 lit b KSchG); (iii) the Terms are subject to the Distance Selling Act (FAGG) (Art 4 para 3 lit d KSchG).
13.4. The Client takes note that they have no right to withdraw from any service stipulated in these Terms pursuant to the KSchG, as the Distance Selling Act (FAGG) is applicable.
13.5. The Client takes note that according to Art 19 para 1 lit a FAGG the consumer shall not have the right to withdraw from distance or off-premises contracts for services, if the entrepreneur – based on an explicit request of the consumer as well as the knowledge of the consumer of the loss of the right of withdrawal in case of complete fulfilment of the contract – had started to perform the service before the expiry of the withdrawal period.
13.6. The Client may also withdraw from general Services like accessing the Valor Platform, the Smart Valor Account or any application programming interface provided by Smart Valor FL relating to the Valor Platform, without giving any reason within fourteen (14) days of concluding of these Terms. To exercise the right of withdrawal from these Services, the Client must notify Smart Valor by means of a clear statement in written form (including, but not limited to a letter sent by post, fax or e-mail or the attached standard withdrawal form). It is sufficient for the Client to send the notification of exercise of his right of withdrawal before the expiry of the withdrawal period. The Client bears the risk of proof that the declaration of withdrawal was sent in time.
13.7. In case of withdrawal from these Services both parties must reverse their respective consideration, which has been given to conclude these Services including interest. Smart Valor may charge reasonable fees and charges for a Client’s Account onboarding, identification, verification and other screening procedures or other services already (partially) rendered or provided.
13.8. Conclusion of contract takes place after acceptance of these Terms by both parties and providing a link to a permanently printable copy of the accepted Terms by Smart Valor to the Client via their previously disclosed email address or through the Services.
13.9. The right of withdrawal from an agreement pursuant to the FAGG does not apply for the delivery of goods or services for which the price is dependent on fluctuations in the financial market that cannot be controlled by the provider of these goods and services, and which may occur during the withdrawal period (Art 19 para 1 lit b FAGG). The background to this exclusion from the right of withdrawal is that the risk of an at least indirectly financial market-related speculative transaction is not to be unilaterally burdened onto an entrepreneur but is to be distributed equally between the two parties of contractual relation when an agreement is concluded. Trading in Digital Assets (regardless of the underlying contractual relationship) is speculative by nature. Therefore, the Client does not have a right to withdraw from any service provided with regard to Digital Assets.
The Client takes note of and acknowledges their loss of the right of withdrawal pursuant to the FAGG owing to price fluctuations in Digital Assets markets, as described above.
Furthermore, the right to withdrawal from an agreement with a company pursuant to the FAGG does not apply to the delivery of digital content not stored on a physical medium (applicable to Digital Assets) if an entrepreneur – with the express consent of a consumer and given their knowledge of the loss of the right of withdrawal in the case of a timely fulfilment of the contract, and after handing over a copy or confirmation of the concluded contract to the consumer – begins to deliver this digital content in a timely fashion, before expiry of the withdrawal period.
THE CLIENT HEREBY DECLARES THEIR EXPRESS CONSENT AND REQUESTS THAT WITH REGARD TO ANY DIGITAL ASSETS RELATED SERVICES OR TRANSACTIONS SMART VALOR SHALL IN EVERY CASE PERFORM ANY TRANSACTION OR SERVICE WITH REGARD TO DIGITAL ASSETS OR PERFORMANCE OF ANY OTHER AGREED CONSIDERATION IN A TIMELY FASHION BEFORE THE END OF THE WITHDRAWAL PERIOD. THE CLIENT TAKES NOTE OF AND ACKNOWLEDGES THEIR LOSS OF THE RIGHT OF WITHDRAWAL OWING TO TIMELY FULFILLMENT OF THE TERMS (SETTLEMENT WITH REGARD TO DIGITAL ASSETS), AS DESCRIBED ABOVE. SMART VALOR SHALL TRANSMIT CONFIRMATION OF CONCLUSION OF THE CONTRACT WITH THE CLIENT TO THE CLIENT’S ACCOUNT. THE CLIENT HEREBY ACKNOWLEDGES, GIVES APPROVAL FOR AND REQUESTS THIS PROCEDURE. SMART VALOR WILL BEGIN WITH FULFILLMENT OF ANY SERVICES WITH REGARD TO DIGITAL ASSETS BEFORE THE EXPIRY OF THE WITHDRAWAL PERIOD (TIMELY FULFILLMENT OF SERVICES WITH REGARD TO DIGITAL ASSETS). AS A CONSEQUENCE, THE CLIENT WAIVES THEIR RIGHT OF WITHDRAWAL FROM ANY AGREED UPON TRADING OF OR SERVICE WITH REGARD TO DIGITAL ASSETS, PURSUANT TO THE FAGG.
13.10. Notwithstanding the foresaid, Client may withdraw from custodial services with regard to Digital Assets provided by Smart Valor FL to Client, without giving any reason within fourteen (14) days of concluding of these Terms. To exercise the right of withdrawal from these Services, the Client must notify Smart Valor by means of a clear statement in written form (including, but not limited to a letter sent by post, fax or e-mail or the attached standard withdrawal form). It is sufficient for the Client to send the notification of exercise of his right of withdrawal before the expiry of the withdrawal period. The Client bears the risk of proof that the declaration of withdrawal was sent in time. In case of withdrawal from these Services both parties must reverse their respective consideration (and Smart Valor FL must also hand out the Digital Assets in custody), which has been given to conclude these Services including interest. Smart Valor FL may charge reasonable fees and charges for a Client’s onboarding, identification, verification and other screening procedures or other services already (partially) rendered or provided, in particular the provision of keeping Digital Assets in custody.
13.11. The price of the Valor Tokens is also dependent on fluctuations in the financial market as described above in this clause 16.9. The Client takes note of and acknowledges their loss of the right of withdrawal pursuant to the FAGG with regard to the Valor Tokens owing to price fluctuations in Digital Asset markets and the markets for Valor Tokens, as described above. Furthermore, the Client acknowledges the abovesaid under this section and requests delivery of Valor Tokens upon purchase (performance of agreement) immediate or within a reasonable time before the end of the withdrawal period (timely fashion).
14. Authentication and verification of identity
Smart Valor FL undertakes to verify with all due care the identity of the Clients and their authorized agents. Smart Valor FL shall not be obliged to take further identification measures. Smart Valor shall not be held responsible for the consequences of any falsifications or identification errors that it has failed to recognize despite exercising due care.
15. Combating Money Laundering and Terrorist Financing
Smart Valor FL shall be entitled to ask the Client to supply information regarding circumstances or background of certain transactions. Where necessary, the Client must supply such information immediately. If a Client fails to supply the information requested by Smart Valor FL, Smart Valor FL shall be entitled to decline the execution of the instructions received from the Client, in particular those requiring the transfer of assets. If Smart Valor FL deems the information supplied to be unsatisfactory or incomplete, it may at its discretion immediately terminate the business relationship with the Client or have access to the assets blocked. Furthermore, pursuant to the provisions of AML & CTF regulations and guidelines and other applicable legislation, Smart Valor FL may notify the relevant authorities and freeze the Client´s Digital Assets and/or block and/or cancel the Smart Valor Account until the authorities have reached a decision on the matter. Provided Smart Valor FL has complied with the provisions and regulations set forth in international legislation for the prevention of money laundering enacted by the respective competent authority, it shall not be liable for losses resulting from any failure to execute Client instructions or from their faulty or delayed execution.
16. Right of lien and set-off
For the purpose of redeeming all debts and other liabilities of the Client to Smart Valor FL, Smart Valor FL has a right of lien on Digital Assets held or kept in storage now or in future by Smart Valor FL in favor of any existing or future Client's Smart Valor Account, including any account in which the Client may have an interest. Smart Valor FL shall have the right to set off against any amounts due from Smart Valor FL all its existing claims against the Client regardless of whether such claims are due or of the currencies in which they are denominated. Upon expiration of the time limit allowed to the Client, Smart Valor FL shall be entitled at its discretion to proceed with the compulsory realization of pledged Digital Assets or to realize them on the open market through sale or appropriation. Smart Valor FL has a duty to provide a settlement statement and shall credit any surplus to the Client's Smart Valor Account. The Client hereby authorizes Smart Valor FL and Smart Valor FL shall be entitled to transfer Digital Assets held on behalf of the Client or his representative from or to any Smart Valor Account held by the Client whenever Smart Valor FL deems such transfer necessary for its own protection. The Client hereby expressly authorizes Smart Valor FL, in the event of an interest being established in favor of a third party, to draw Smart Valor FL's attention to any higher-ranking interest accruing to the pledger pursuant to the Smart Valor FL and the Client.
Smart Valor reserves the right to outsource all or part of its activities under its monitoring and its own responsibility, with respect to the applicable legal and regulatory provisions in this regard. Smart Valor is thus authorized to call on the assistance of group entities or independent companies. Where information regarding the Client is communicated to an external service provider or another group entity, this is covered by the rules on data protection.
18. No Warrranty
Smart Valor provides no warranty and makes no representations of any kind regarding: (i) the Digital Assets; (ii) accuracy or completeness of the content; (iii) the results to be obtained by Clients of the Valor Platform smartvalor.com; or (iv) any third party content accessible on or through smartvalor.com.
Smart Valor, including its directors, agents, employees or service providers, except to the extent required by current laws and/or regulations: (i) disclaims any and all express or implied warranties and conditions, including, but not limited to, warranties and conditions as to nature and suitability for a particular purpose; and (ii) does not warrant that the Valor Platform, any content (including any third party content), goods and services referred to therein will be free of error, interruption; that defects will be corrected or that Smart Valor’s websites, the Valor Platform, the servers from which they are available or any connected website is free of viruses, trojan horses, worms, software bombs or similar elements or processes or other harmful components. In order to safeguard against viruses and other malwares, Smart Valor advises to use up-to-date versions of operating systems, browsers and to install and continuously update antivirus, firewall, and other security software. Clients should strictly avoid opening e-mails of unknown origin or unexpected e-mail attachments.
As described in the Conditions, the Client understands and accepts that access to Digital Assets-specific research reports and selection and advisory tools available on smartvalor.com (without being limited to computerized online services) are merely descriptive. The Client is responsible for making informed/qualified investment decisions.
The simple access to the Valor Platform does not qualify a user as a Smart Valor Client.
Opinions, financial estimates, projections, quotes, notices, researches, etc. are published on the Valor Platform under the sole responsibility of its authors at the writing date. Its content does not necessarily reflect the Smart Valor’s view/opinion and are subject to change at any time without prior notice. Smart Valor and its service providers, at their discretion, may suspend or amend documents, its content, data services described herein, at any time without prior notice. Any information which contains a date is considered published as of this date. Smart Valor is not responsible or obliged to update or amend any such information.
Any data, including but not limited to financial estimates, projections, quotes, notices, researches, etc., published on the Valor Platform has been collected by Smart Valor from selected and considered reliable sources. All such information is published unaltered without express or implied warranties of any kind, including warranties of quality, originality, non-infringement of intellectual property or suitability for any purpose.
19. Exclusion of liability
Smart Valor shall not be held liable by the Client for proven damage resulting from any action or omission, except in the event of malicious intent or gross negligence. In the event of an error made by a service provider, Smart Valor shall only be responsible if it neglected its obligations of due diligence when selecting and instructing the service provider.
Smart Valor, including its directors, employees, service providers and business partners shall not be held liable by the Client in connection with all liability for losses or damages (direct or indirect) of any kind arising directly or indirectly as a result of, but not limited to: (i) the Client’s investment decisions; (ii) the Client’s obligation of having sufficient funds for trading; (iii) erroneous or delayed execution of orders; (iv) the content, accuracy, completeness or otherwise of the content or any links or third party content; (v) any errors in or omissions on the Valor Platform (v) use of or access to the Valor Platform; (vi) any inability to access or use the Valor Platform for any reason.
Smart Valor shall not be held liable by the Client for proven damage resulting from any action or omission, except in the event of malicious intent or gross negligence. In the event of an error made by a service provider, Smart Valor shall only be responsible if it neglected its obligations of due diligence when selecting and instructing a service provider. In general, the Smart Valor shall not be responsible for its contractors, except where they commit gross negligence.
Client agrees that the liability of each of Smart Valor CH and Smart Valor FL under these Terms is several and not joint, and each of Smart Valor CH and Smart Valor FL shall be liable only for their own respective obligations under this these Terms, and any breaches by them of those obligations. This means that each of them are responsible to the Client for their own breaches of these Terms, and not for each other’s breaches.
20. Force Majeure
For the purpose of the Terms, a “Force Majeure Event” means any circumstance which falls out of the reasonable control of the Smart Valor, but only if and to the extent that:
- such circumstance, despite the exercise of reasonable diligence and the observance of good business practices, cannot be prevented, avoided or removed by Smart Valor;
- such circumstance materially and adversely affects the ability of Smart Valor to perform its obligations under the Terms, and Smart Valor has taken all reasonable precautions, due care and reasonable alternative measures to avoid the effect of such event on Smart Valor’s ability to perform its obligations under the Terms and to mitigate the consequences thereof.
Given the dynamic nature of the technology used by Smart Valor in order to provide its services (in particular Blockchain and Digital Assets), the Client also hereby accepts:
- that the Force Majeure Event list below is not, under any circumstance, exhaustive. Unforeseen events intrinsically related to the mentioned technology, and which are beyond Smart Valor’s knowledge and control may occur; and
- that a Force Majeure Event may occur in any country/city/state/municipality, etc. where the technology is hosted.
21. Instances of Force Majeure
(a) act of God (such as, but not limited to, fires, explosions, earthquakes, drought, tidal waves and floods);
(b) an act of war, (whether declared or not and not limited to), hostilities, invasion, act of foreign enemies, or civil disorder;
(c) terrorism, cyber-terrorism, cyber-attacks, hacking, bugs;
(d) ionising radiations, or contamination by radioactivity from any nuclear fuel, or from any nuclear waste from the combustion of nuclear fuel, radioactive toxic explosive or other hazardous properties of any explosive nuclear assembly or nuclear component thereof;
(e) pressure waves from devices travelling at supersonic speeds or damage caused by any aircraft or similar device;
(f) a strike or strikes or other industrial action or blockade or embargo or any other form of civil disturbance (whether lawful or not), in each case affecting on a general basis the industry related to Smart Valor’s services and which is not attributable to any unreasonable action or inaction on the part of the Smart Valor or any of its service providers or suppliers and the settlement of which is beyond the reasonable control of all such persons;
(g) specific incidents of exceptional adverse weather conditions in excess of those required to be designed for in the Terms which are materially worse than those encountered in the relevant places at the relevant time of year during the twenty (20) years prior to the effective date of this Agreement;
(h) discontinuation of electricity supply;
(i) expropriation or compulsory acquisition of the whole or any material or immaterial (e.g. Blockchain or Digital Assets) part of the Smart Valor’s systems or assets, except where such appropriation or compulsory acquisition is caused by contravention of law by Smart Valor.
22. Consequences of Force Majeure Event
Smart Valor shall be excused from delivering its services and shall be exempt in respect of any obligation arising from this Agreement and the Terms to the extent that the failure to perform its obligations is due to a Force Majeure Event.
Smart Valor and the Client shall be entitled to terminate this Agreement at any time without explanation. Upon termination of this Agreement, the Client’s right to use any systems and software made available by Smart Valor shall lapse.
Remaining balance after termination
When the Clients Valor Account is closed or withdrawn, all remaining balance (including charges and liabilities owed to Smart Valor) on the Client’s Valor Account will be payable in one installment to Smart Valor. After having paid all outstanding charges to Smart Valor, in case the Client has any remaining balance, the Client will have seven working days to withdraw all Digital Assets from his/its Smart Valor Account.
Storage of Digital Assets
24. Scope of application
As part of the Terms, this Digital Asset Storage Agreement (hereinafter "Storage Agreement") shall apply to the Digital Assets entrusted to and accepted by the Valor Platform. Any separate agreements or special conditions governing Smart Valor Accounts shall apply in addition to this Storage Agreement. In the event of differences, this Storage Agreement shall prevail.
25. Acceptance of assets
Smart Valor FL shall accept Digital Assets allocated to the Client´s Smart Valor Account to be deposited and stored on the Valor Platform. Fiat currencies defined as official currencies regulated by a government are only accepted to be exchanged into Digital Asset. Fiat currencies cannot be deposited and stored on the Valor Platform.
26. Duty of diligence
Smart Valor FL shall keep and manage the entrusted Digital Assets with due care.
27. Transfer of Digital Assets
The Client may transfer Digital Assets into its Smart Valor Account at any time. Withdrawals of Digital Assets will be delivered or made available to Clients’ private wallets according to the necessary time for settlement of the transaction on the Valor Platform. This includes the need for further Client authentication and verification, as well as the operational preparation of such transactions. Smart Valor FL may require additional verifications from the Client before authorizing a withdrawal. The costs of delivery shall be borne in accordance with the fee schedule. Due to the irreversible nature of Digital Asset protocols, transactions cannot be cancelled or reversed once initiated. Smart Valor does not assume any responsibility for any loss that Client may sustain due to Client sending Digital Assets to the wrong address. For this reason Clients must exercise extreme caution when transferring Digital Assets.
28. Form of storage
To ensure the secure and safe storage of Digital Assets, SMART VALOR FL manages multiple online, offline and hybrid wallets dedicated to supported Digital Assets. Those wallets are either fully operated and controlled by SMART VALOR FL, or partially managed through a third-party service provider. This form of storage may result in Client's assets being pooled or placed in an omnibus account. Unless instructed otherwise, SMART VALOR FL is entitled to hold Digital Assets, transfer them to a third party for safekeeping or hold them in a collective depository. SMART VALOR FL is in particular explicitly authorized to store Client´s Digital Assets using third-party services partially operated offline from the related blockchain. The third-party service provides secure means to maintain and administer Digital Assets traded on the VALOR Platform.
To ensure the secure and safe storage of Digital Assets, Smart Valor FL manages multiple online, offline and hybrid wallets dedicated to supported Digital Assets. Those wallets are either fully operated and controlled by Smart Valor FL, or partially managed through a third-party service provider. This form of storage may result in Client's assets being pooled or placed in an omnibus account. Unless instructed otherwise, Smart Valor FL is entitled to hold Digital Assets, transfer them to a third party for safekeeping or hold them in a collective depository. Smart Valor FL is in particular explicitly authorized to store Client´s Digital Assets using third-party services partially operated offline from the related blockchain. The third-party service provides secure means to maintain and administer Digital Assets traded on the Valor Platform.
The Valor Platform relies in particular on hybrid wallets that can automatically receive incoming transactions but for which outgoing transactions are restricted by internal security policy before being built and broadcasted to the blockchain.
29. Period of validity
The validity of the Storage Agreement is generally not subject to any specific time limit. The legal consequences established with this Storage Agreement shall not lapse with the death, incapacity or bankruptcy of the Client.
30. Statements of Digital Assets held
Smart Valor FL shall issue a statement to the Client of the Digital Assets held in their Smart Valor account. This notification is usually made at the end of the year.
31. Applicable rules and provisions
All transactions for account of the Client shall be subject to the bylaws, constitution, rules, provisions, oversight, customs and usages of the exchange or market, and its clearing house, if any, on which such transactions are executed and/or cleared by Smart Valor FL or its agents, including but not limited to Smart Valor CH and its subsidiaries and affiliates.
32. Fees, remuneration and compensation
Smart Valor FL shall credit and debit commission, agreed or standard fees, and taxes due in accordance with the schedule published on its website. Smart Valor FL reserves the right to modify its rates and commission at any time, particularly in the event of changes in market conditions. It shall inform the Client thereof by means of circular, publication on its website, e-mail, notification in the Client's account, or by any other means it deems appropriate. These changes are considered to have been approved unless challenged in writing within one month. The Client acknowledges and accepts that Smart Valor FLmay be required to pay to third parties compensation, remuneration and other benefits, including retrocessions and other indirect monetary benefits for the acquisition of clients and/or the provision of Services. These remunerations are calculated in principle as a percentage of fees and commissions paid by the Client and/or based on the assets held by Smart Valor FL. Smart Valor FL shall inform the Client on request of remunerations affecting him. The Client also acknowledges and accepts that Smart Valor FL receives and retains indemnities (e.g. commissions for distribution), fees and other payments from third parties (including companies that are part of the same group as Smart Valor FL) and that it may redistribute these to third parties in the course of its commercial activity and its business relationship with the Client. Where Smart Valor FL receives remuneration which, in the absence of contractual regulation, should be passed on to the Client pursuant existing regulations, the Client formally renounces the transfer thereof and accepts that Smart Valor FL may retain this sum as a supplementary compensation. Smart Valor FL shall provide the Client on request additional information on remunerations concerning him. In the event of conflicts of interest based on the Services indicated above, Smart Valor FL shall ensure that the Client's interests are protected. Smart Valor FL is free to set the amount of compensation which it may debit directly from the Client's account for complementary Services which are not subject to a fee or service tariff but which it has provided to the Client at his request and in his presumed interest and, based on the situation, which may only be requested in return for compensation.
The Client authorizes Smart Valor FL to debit directly from his account any fees, commissions, expenses or other costs due connected with the additional Services that he has requested.
33. Additional Services
The Client hereby authorizes Smart Valor FL to debit all fees, commissions, expenses or other costs incurred in connection with Services requested by him directly to his Smart Valor Account.
34. Confidentiality and renunciation of confidentiality
Smart Valor is committed to adhere to confidentiality and secrecy regulations. Smart Valor is aiming to observe the strictest discretion regarding business relationships with its Clients. The provided confidentiality remains valid, even after these relationships have ceased. The Client hereby releases Smart Valor from its duty of confidentiality insofar as this is necessary in order to protect the Client's and/or Smart Valor's legitimate interests, in particular:
- in the event of supervisory or other competent authorities' actions
- in the event of legal action being instigated by the Client against the Smart Valor;
- to secure Smart Valor's claims or realize collateral provided by the Client or third parties;
- for the purpose of establishing interests in favor of a third party;
- for the purpose of collecting claims held by Smart Valor against the Client;
- in the event of accusations made by the Client against Smart Valor in public or before domestic or foreign authorities;
- for domestic or cross-border payment transactions. Smart Valor is entitled to communicate the Client's information, such as name, address and IBAN (International Bank Account Number) or his account details, to the parties concerned (in particular, the correspondence banks of Smart Valor, to operators of payment transaction systems, SWIFT (Society for Worldwide Interbank Financial Telecommunication) and to beneficiaries. By giving a payment order or acquiring an investment, the Client formally authorizes Smart Valor to communicate his client data and to pass on information;
- national and cross-border transactions as part of corporate actions, as well as transactions executed by SIC/SWIFT. Smart Valor is entitled to communicate to the banks, central depositories and Swiss and foreign system operators concerned the name, address, IBAN, account number or custody account number of the final beneficiary account holder, the registered shareholder or other parties involved in the transaction;
- in the event of investments made abroad, Smart Valor is entitled, in accordance with the legislation of the country concerned, to communicate on request in particular the surname and the first name of the order originator or depositor of the as well as other client details (in particular regarding the beneficial owner) to the responsible authorities to third-party custodians or to suppliers of products.
Smart Valor is explicitly authorized to share confidential information between each of Smart Valor FL, Smart Valor CH and Smart Valor DE as well as disclose confidential information to fulfill its legal, administrative and/or statutory duties of disclosure.
35. Confirmations and/or Notifications
All notifications from Smart Valor may, at its own discretion, be sent by e-mail or any other mode of communication deemed appropriate by Smart Valor. Notifications shall be deemed duly delivered as soon as they have been sent to the most recent address supplied by the Client to Smart Valor. The Client shall bear all risk of delay, loss or falsification of the notifications sent to him. The Clients are fully responsible for acknowledging the content and consequences of the notifications, as well as take the necessary actions where required.
36. Monitoring and recording of communication
The Client explicitly authorizes Smart Valor to record and store, without further prior notice, telephone conversations and other communications, particularly electronic communications, in a manner which Smart Valor at its discretion deems appropriate, and to monitor the Client's electronic communications with Smart Valor. In the event of disputes, Smart Valor reserves the right to make use of such recordings as means of evidence.
37. Hardware/Software and access to Smart Valor website
The Client shall assume responsibility for technical access to Smart Valor's Services. The Client shall be responsible for acquiring, installing and configuring hardware and software appropriate to establish a connection to the Valor Platform (computer, modem, bowser, etc.), as well as contracting Internet service provider. Consequently, Smart Valor shall not assume any responsibility for the Internet service provider or for any software and hardware failure. Save where guilty or gross negligence or willful intent, Smart Valor shall not be liable for any damage resulting from the Client's failure to perform his contractual obligations due to lack of Internet access and/or any hardware or software deficiency towards Smart Valor or in connection with trading and exchanging operations. Smart Valor is not liable for any damage or interruptions caused by any computer viruses, spyware, scareware, Trojan horses, worms or other malware that may affect the Client´s computer or other equipment, or any phishing, spoofing or other attack. Smart Valor advises the regular use of a reputable and readily available virus screening and prevention software. The Client should be aware that SMS and email Services are vulnerable to spoofing and phishing attacks and should use care in reviewing messages purporting to originate from us. Smart Valor client support will never ask to screen share or otherwise seek to access Client´s computer or account; similarly, Smart Valor will not ask for the two actor authentication codes. The Client should always log into his Smart Valor Account through smartvalor.com to review any transactions or required actions in case of any uncertainty regarding the authenticity of any communication.
38. Reservation of legal requirements
All existing or future statutory provisions, administrative regulations and other applicable regulatory requirements in the field of the provided Services, data protection, money laundering and the operation and use of the Internet and any other provision or regulation governing the Services offered by Smart Valor are reserved and shall apply to the provision of Smart Valor's Services as of their entry into force.
39. Client support
Any complaint by the Client concerning the execution or non-execution of any order, and any objections concerning a Smart Valor Account statement or any other notifications from Smart Valor must be made immediately. The execution or non-execution or, as applicable, the statement or notification concerned shall be deemed to have been approved if no complaint was raised. Where the Client has received no notification, he must make the complaint as if such notification had been duly received. The Client shall bear the consequences of any delay in making the complaint. Express or tacit acknowledgement of an account or custody account statement shall be deemed to constitute approval of all the items it includes and of any reservation made by Smart Valor.
40. Saturday treated as a public holiday
In all relations with Smart Valor, Saturday is treated as an official public holiday.
41. Amendment of these Terms
Smart Valor shall be entitled to amend the provisions of this Agreement and the Services offered unilaterally at any time. Such amendment shall be notified to the Client in an appropriate manner and shall be deemed accepted unless the Client submits a written objection within one month of the date on which the amendment was notified. Should any provision of the present Conditions and Regulations be or become invalid or partially ineffective, the other provisions shall not be affected, and the Parties shall use their best efforts to reach agreement or have the invalid provision replaced by a valid arrangement coming as close as possible to the purpose of the invalid provision and to the intention of the parties affected by this provision.
The Client accepts the Terms and all legal information published on smartvalor.com.
Access to and use of the Smart Valor Account ,the Valor Platform and the Services shall be subject to client's compliance with all provisions set forth in the Terms.