General Terms and Conditions

These General Terms and Conditions shall govern the relations between PIGUET GALLAND & CIE SA, a bank authorized by the Swiss Financial Market Supervisory Authority FINMA, hereafter referred to as the “Bank”, and its Clients and shall apply to those relations unless the parties expressly agree otherwise.

Download our General Terms and Conditions

1. Services offering

The Clients who open a securities deposit are offered the same time transactional basic investment advisory service; even if they did not sign a relative agreement with the Bank, as far as the regulation of their country of residence allow them to have access in whole or in part to this service.The transactional basic advisory service allows the Bank to send to the Client, on its own initiative or at the request of the Client, general information on financial markets, investment documents developed by the Bank and, if needed, personalized recommendations of sale or purchase of financial instruments in relation with its knowledge and experience on the concerned instruments as well as its risk profile. The transactional basic investment advice does not imply long-term follow-up of the positions detained by the Client as well as the conformity of the risk profile communicated by the Client. The Client who wishes additional services has to conclude with the Bank a discretionary management mandate or a more complete investment advisory mandate. Besides, the Bank does not offer transactional basic investment advisory if the Client, who has the required knowledge and experience regarding investments, expressly wishes not to receive such advice on behalf of the Bank or if the Client, which does not wish to obtain such services from the Bank, entrust a third party manager with a management mandate or an advisory mandate.

 2. Right of disposal

The signatures communicated in writing to the Bank shall be the only valid signatures vis-à-vis the Bank until it receives written notification of their revocation, irrespective of conflicting entries in the Trade and Companies’ Register or other publications. The powers bestowed upon third parties, in particular the right of disposal or inspection, must be established on the Bank’s ad hoc forms, although the latter is free but never obliged, to waive this requirement in the presumed interests of the Client or his/her rightful beneficiaries. If the right of disposal is based on the use of a code, a password or any other technical means (hereinafter: “the Code”), the Bank shall rely only on correct verification of this Code by the system. The Client is bound by the transactions conducted in this manner.

3. Duty to verify signatures and identities

The Bank shall verify the identity of the Client or of any representatives he/she may have by comparing the signatures with the specimens on deposit or by means of a Code, relying on the verification performed by the system. The Bank is not obliged to carry out more in-depth verifications; it is entitled to do so, however. Any damage resulting from inaccurate identification or undetected forgeries shall be borne by the Client unless the Bank has been grossly negligent. This shall apply in particular in the event of a forged instruction, bill of exchange, promissory note, cheque or other forged or counterfeit document. The Client shall take every measure to prevent, as far as possible, an unauthorized third party from being able to access his/her bank documentation and the technical means of accessing his/her account which have been remitted to him/her by the Bank. The Client is not authorized to communicate to third parties his/her passwords and codes, which are strictly personal. The same obligations must be fulfilled by the Client’s representatives.

4. Legal incapacity

It is incumbent upon the Client to immediately inform the Bank in writing of legal incapacity concerning him-/herself or holders of a power of attorney on his/her accounts, his/her representatives or third parties acting in his/her name. In the event of an omission on his/her part or if legal incapacity concerns the Client him-/herself, he/she shall bear any damage resulting from legal incapacity to the extent that the Bank, its employees or auxiliaries have acted with all the diligence usual in business matters.

 5. Communications between the Client and the Bank

The Client undertakes to update the information concerning him/her provided to the Bank such as, in particular but not exclusively, name, postal address of the actual registered office or effective domicile and tax residence, professional, family and property situation, or any other information required by the Bank. This obligation applies to informations of the Client himself/herself as well as of the agents and representatives, beneficial owners, beneficiaries and any other person involved in the Client’s relationship with the Bank. The Client is to inform the Bank immediately of any change in circumstances affecting this information and of the revocation of any power of attorney or signature rights granted. The Bank’s communications shall be deemed to have been validly notified when they have been sent to the last address given by the Client or, in the case of instructions to use another medium, by means of transfer of the information, including electronic information, as soon as the information is made available by the Bank. The date indicated on the Bank’s copy of correspondence, on the mail receipt or on any other document in the Bank’s possession shall be presumed to be the date on which the correspondence was mailed. Correspondence retained by the Bank in accordance with the instructions received is deemed to have been delivered to the Client on the date indicated in the correspondence. The Bank shall charge a fee for retaining correspondence.  In the event of bank-retained correspondence not being collected within six months following the year concerned, the Bank shall be authorized to send the entirety of said correspondence, without further notice, to the address of the holder of the relationship concerned and/or of any person having an authorized signature or a power of attorney on said account. In any event, the Bank shall destroy the mail held in the Bank’s computer system provided for this purpose if the Client has not taken possession of it after a period of 24 months from the date which it bears. The Bank has the right to keep bank-retained mail in electronic form. At the Client’s request, the Bank will proceed to print such correspondence in paper form. Any communication made by a Client by electronic means, without his/her having previously signed the appropriate documents relating to transmission by electronic means, is not binding on the Bank. The Client takes note and accepts that, in general and without any prior notice, his/her communications with the Bank may be recorded and kept by the latter whatever the form of communication chosen and whatever the means of transmission used (telephone, facsimile, letter, electronic mail, as well as all communications occurring by any other means). In the event of a dispute, the Bank reserves the right to make use of such recordings by way of evidence, which the Client expressly declares that he/she accepts.

6. Transmission error

Any damage originating from the use of the postal service, telephone, facsimile transmission, the internet network or any other means of transmission or of a transport undertaking, in particular due to delay, loss, misunderstanding, impairment or double dispatch or any other instance of cessation of business continuity (e.g. fire, power cut, etc.) shall be at the Client’s expense unless the Bank has been grossly negligent.

 7. Electronic mail

Provided that the Client so requests, the Bank shall be entitled, but not obliged, to exchange communications with him/her by electronic mail (“e-mail”), it being understood that the Bank does not accept any liability whatsoever with regard to the authenticity, confidentiality and comprehensiveness of such communications. The Client’s attention is drawn to the fact that communications effected via the “World Wide Web” network (Internet) are not secure, that the identity of the Client and of the Bank as users of the Internet network cannot be kept secret and that the transfer of data – whether or not in encrypted form – between the Client and the Bank may enable third parties to infer the existence of a banking relationship and the content of the information exchanged.  Any communication made by a Client by electronic means, without his/her having previously signed the appropriate documents relating to transmission by electronic means, is not binding on the Bank.

8. Conflicts of interest

The Bank shall be authorised to conclude any transaction with or for the account of the Client and to render him/her any other service, even if the Bank were to have a substantial direct or indirect interest in the transaction in question, provided that such a transaction or the provision of such a service does not give rise to a conflict of interest which, in the Bank’s opinion, could prejudice the interests of the Client.

9. Remunerations in favour of the Bank

The Client takes note and accepts that the Bank is free to agree with third parties on the payment, in favour or at the expense of the Bank, of retrocessions and/or commissions of any nature whatsoever. It is incumbent upon the third party concerned (business agent, independent asset manager, etc.) to inform the Client of the existence and method of calculating any retrocessions and/or commissions which it might have agreed in its favour with the Bank. In the course of its business, in particular its management activities, the Bank may receive benefits, in particular in the form of retrocessions, commissions or other services from third parties. The Client accepts that these benefits are payable to the Bank by way of remuneration, in addition to the other fees and remunerations according to the currently applicable tariffs. The Bank shall take the organizational measures required to prevent the Client’s interests from being disadvantaged in relation to the rest of its Clientele in the event of a possible conflict of interests related to the receipt of an additional remuneration. The Client acknowledges and accepts in particular that the Bank or affiliated companies may be called upon to collect commissions and management or distribution fees in respect of the collective investments, derivative instruments and structured products in which his/her assets are invested. These commissions and fees are charged in addition to the management fee provided for in the framework of any management mandate.The ranges of the commissions and fees that may be charged by the Bank or affiliated companies are indicated in a document entitled “Information on commissions, retrocessions or other benefits”. The Client acknowledges that he/she has received a copy of said information, has taken due note thereof and unreservedly accepts its contents. If this information were to be modified subsequently by the Bank, articles “Communication between the Client and the Bank”  and “Amendment of the General Terms and Conditions” of this document shall in particular be applicable to the Bank’s communication with the Client. The Client is free at any time to request further details about the tariffs, the charges invoiced to him/her and the other remunerations, including when they are retrocessions, trailer fees and other commissions of any nature whatsoever. However, the Client takes note and accepts that searches conducted in connection with his/her request will be invoiced to him/her, the amount of this service being debited directly to his/her account.

 10. Faulty execution of / refusal to excute an order

In the event of damage caused by failure to execute or by faulty or late execution of an order, the Bank shall be liable only for any loss of interest unless it was previously warned, in this particular case, of the risk of more extensive damage. Whatever the type of order, the Bank shall be liable solely for the damage caused directly by faulty execution of the transaction in question, but not for the loss of earnings, nor for any other indirect damage. The Bank may not be held liable for faulty execution in the event that the assets are frozen with a correspondent bank or a broker, and the Client exempts the Bank from all liability in this case. In any event, the Bank is free to refuse to carry out instructions that may expose it to a credit risk, in particular when it is a matter of selling securities short, of buying without having the necessary liquidity, an inadequate credit limit or an instruction that contains, for example, signs of market abuse or another practice in breach of the regulations.The Bank is authorised to delay the execution of any payment order or transaction, or even to refuse it, due to investigations related to the prevention of money laundering or with persons who may be subject to sanctions, as well as for any other reasons. In such case, the Bank cannot be held liable for any damage incurred by the Client as a result of the delay or cancellation of the order or transaction. The Client alone shall be responsible for the consequences resulting from orders worded imprecisely, incompletely or erroneously.

11. Receipt and withdrawal of funds

Funds received in a currency for which the Client does not have a current account are, at the Bank’s discretion, credited in the reference currency chosen by the Client or kept in the currency received. In the event of funds being received for which the transfer order contains incomplete information about the principal, the Bank is entitled, before any use is made of the funds, to request additional information from the financial intermediary which transferred the funds or to return the amounts received to the issuer of the order. The Bank is entitled not to proceed with the Client’s request for a cash withdrawal or similar transaction (e.g. if there are indications of tax or regulatory non-compliance) at its full discretion and without having to justify its decision, regardless of the amount of the transaction or the currency involved. In such situations, the Bank may fully or partially execute the order at its discretion via an electronic transfer, by issuing a cheque or by any other means deemed acceptable, provided that the transaction does not breach the regulations in effect both in Switzerland and abroad. In the event that the Client does not give clear instructions for the transfer of his/her funds and assets, in spite of a final summons from the Bank which has not produced any result, the Bank shall be authorized to terminate the business relationship with immediate effect. In such a situation, article 17 of these General Terms and Conditions shall apply.

12. Outsourcing and Recourse to the services of professional advisers

The Bank reserves its right, within the context and under the conditions authorised by the applicable banking and regulations, to delegate the provision of certain important services inherent to its banking activity (“outsourcing”), such as payment transactions, securities processing, IT and other support services, to one or more third party companies on a permanent or ad hoc basis. These service providers can be located in Switzerland or abroad and may also have recourse to subcontractors. In the event that the Bank would be required to use the services of lawyers or other professional advisers in connection with the services it renders to the Client, it shall be entitled to full reimbursement of the fees, disbursements, commissions and other reasonable expenses incurred in that connection where: a) the consultation was requested in the Client’s interests or was accepted by him/her; or b) the recourse to the services of professional advisers was made necessary by the fact that the Client had failed to fulfill his/her obligations towards the Bank or had breached those obligations in any other manner; or c) the Bank was required to use the services of professional advisers as a result of actions taken against it by administrative or judicial authorities or by other third parties with regard to its business relationship with the Client (for example, in the event of sequestration of an account or in connection with the liquidation of an estate). The Bank may debit the costs mentioned above directly from any account opened by the Client with the Bank. Besides, the Client is aware and accepts that the data identifying the Client may be sent to service providers of the Bank in the context of outsourcing or recourse to a professional advisor. The delegate to whom an activity is outsourced is required to respect the confidentiality of the data.

13. Client complaints

Any complaint by the Client about the execution or non-execution of any order or instruction, or any contestation of an advice notice or an account statement or a securities account statement must be remitted in writing to the Bank immediately after the Client has received it or become aware of it, but no later than the time-limit that the Bank sets. In particular, advice notices, account statements and securities account statements are deemed to have been approved by the Client if no written complaint has been received within a time-limit of 30 days from the date on which they were notified or from the date on which the advice sent by mail or by any other electronic technical means should have reached him/her, in accordance with the declaration contained in the above-mentioned documents. In the event that they are provided by another medium or another means of transferring information, the written complaint must be lodged as soon as the advice notice should normally have been able to be consulted. Once the time-limit for a complaint has expired, the transaction in question (execution or non-execution) is deemed approved by the Client. Any damage resulting from a late complaint shall be at the Client’s expense. In any event, the Client shall take all measures necessary to minimize any damage sustained, at the risk of having to bear the consequences alone. Express or tacit approval of account statements or securities account statements implies approval of all items therein, and of any reservations made by the Bank. Any changes in the Bank’s Terms and Conditions reproduced in particular in the account statements or securities account statements shall be binding on the debtors or holders of assets unless they expressly contest the changes, in writing to the Bank, within the shortest possible time.

14. Current accounts

All of a Client’s accounts and account headings, regardless of their title and the currency in which they are denominated, may be set off against one another. Their balances may be requested at any time. The Bank is authorized to set off their interest and balances with one another, but it also reserves the right to treat the balance of each account separately. Current accounts opened on behalf of Clients in the Bank’s books shall be the subject of statements at regular intervals and in any case once a year on 31 December. The word “francs” when used in correspondence between the Bank and the Client shall mean Swiss francs unless otherwise specified. All amounts received or transfers made by the Bank in foreign currencies shall be credited or debited in Swiss francs, unless the Client has given instructions to the contrary in due time or has an account in the corresponding currency. If the Client only has accounts in foreign currencies, the amounts shall be credited or debited, at the Bank’s option, in one of those currencies.  However, the Bank reserves the right to open additional accounts in the Client’s name for the purpose of crediting incoming funds received in foreign currencies. The Bank shall calculate interest, commissions and agreed or usual fees, as well as tax, at the end of each three-month, six-month or twelve-month period according to its preference. The Bank reserves the right to change its rates of interest and commissions at any time, particularly in the event of fluctuations in the money market. The Bank shall inform the Client of such changes by circular letter or by any other means that it may deem appropriate. If the Client gives several orders the total amount of which exceeds his/her available assets or the credit line extended to him/her, the Bank shall be entitled to execute said orders partially or fully, as it deems appropriate, irrespective of the date of the orders or the time at which it received them. The Client shall inform the Bank without delay if he/she receives funds that do not concern him/her.

15. Foreign currency accounts

The Bank may invest an amount equivalent to the assets denominated in foreign currencies in its own name but for the account and at the risk of the Client – up to the amount of his/her share – with correspondent banks that it deems trustworthy, in or outside of the currency zone in question. The Client shall bear in particular the risk resulting from legal or administrative restrictions or requirements. The Client may dispose of his/her assets in foreign currencies in the form of sales, transfer orders and by drawing or purchasing cheques. Other modes of disposal require the prior consent of the Bank.

16. Cheques, bills of exchange

The Bank may debit the Client’s account for bills of exchange, cheques and other paper that have been credited or discounted if they have not been paid. Until any outstanding negative balance has been paid off, the Bank shall keep against every party liable by virtue of the paper, the claims for payment of the total amount of the bill, the cheque and the accessory claims, be they claims under the law on negotiable instruments, the law on cheques or other claims. If, for bills of exchange or cheques drawn on foreign countries, recourse is exercised against the Bank within the time-limits for statutory prescription applicable in those countries, any damage that might result therefrom shall be at the expense of the account holder who remitted these bills to the Bank.

17. Legal deposit guarantee

As a member of Esisuisse (www.esisuisse.ch), the Bank is subject to the Agreement of Swiss Banks and Securities Dealers on Deposit Guarantee. Clients’ deposits with Swiss branches of the Bank are therefore insured up to the legal limit per Client of the Bank. Medium-term notes deposited with the issuing bank in the depositor’s name are also considered as protected deposits.

18. Data protection

In the context of the legislation applicable to the protection of the rights of persons whose personal data are subject to data processing, the Client agrees that the Bank may keep and process by computerized or other means the personal data concerning him/her of which the Bank may be required to have knowledge, in particular with a view to carrying out all transactions, managing and administering the Client’s account(s), or for the purposes of carrying out credit assessments or statistical analyses. In the event of outsourcing or recourse to a professional advisor within the meaning of these General Terms and Conditions, the Bank shall ensure that the Client’s data is protected as far as possible by this third party or its own subcontractors. However, the Bank shall not be held liable in the event of any breach of this data protection by or on the part of such third parties. The Client is responsible of the accurateness of the data provided to the Bank.

19. Termination of the business relationship

Both the Client and the Bank have the right to terminate their business relationship at any time. In particular, the Bank may cancel loans or revoke commitments granted or promised, in which case the reimbursement of all claims receivable is due immediately. However, the relationship shall not be deemed definitively closed until all amounts due, including capital and interest, have been fully reimbursed. In particular, termination of the business relationship does not entail either revocation of the agreed interest rates or revocation of the special or general guarantees granted to the Bank before full reimbursement of its claims. If the Client were not to give instructions to transfer his/her assets within the time-limit set by the Bank, a new time-limit would be set after which, if the Client has failed to give transfer instructions, he/she may be charged for all the expenses engendered by this situation, including a flat-rate monthly amount until the Bank receives the above-mentioned instructions that were requested. If, after a reasonable additional time-limit set by the Bank, the Client fails to give the Bank the instructions requested or to transfer the funds and assets on deposit, the Bank may deliver said funds and assets physically or liquidate them. The Bank may deposit the proceeds and the Client’s assets that are still available at the location designated by the judge, with the effect that its obligations are discharged, or send them, in the form of a cheque, to the Client’s last-known mailing address.

20. Public holiday

In all business dealings with the Bank, public holidays are those recognized as such at the head office of the Bank, at the location of the branches or at the location of the branch office. Saturday shall be regarded as an official public holiday.

21. Right of pledge and set-off

For any present and future claims, whether contested or not, of any nature whatsoever, that the Bank might have against the Client in the context of their business relationship, as well as for all claims by third parties for the restitution of the initial amount of investments and any profits made (e.g. so-called clawback or revocatory actions), irrespective of their due dates and the currencies in which they are denominated, the Client hereby grants the Bank rights of set-off, pledge and lien on all the assets in the Bank’s custody, whether physically held on the Bank’s premises or elsewhere on the Client’s behalf. The Client grants the same rights in the event of credits or loans granted by the Bank against special guarantees, or in the absence of a guarantee. A right of pledge in favour of the Bank is also conferred on all assets, in particular but not only on claims, uncertificated and certificated securities, be they bearer, registered or to order. In the event of the Client’s default, the Bank may, while warning the Client of realization, as it deems appropriate, realize the pledged assets privately or through enforcement proceedings. As far as securities, intermediated securities, certificated and/or uncertificated securities are concerned, the Bank may realize them in its favour without any further formality and as it deems appropriate, at their market price or at their value determined objectively in another manner at the time of said realization. The Bank is also entitled to set off with one another at any time the Client’s accounts held with the Bank, including those held with different branches or its correspondent banks, whatever the name of the accounts and whatever the currency in which they are denominated. Set-off is, in addition, possible even if the parties’ claims are not identical, if the purpose of the claim to be set off is to return an object or any uncertificated security deposited with the Bank or its correspondent banks or if it is encumbered with objections or exceptions.

22. Assets without contact and dormant assets

The Client shall take all necessary and useful measures to maintain regular contact with the Bank. The Client shall immediately inform the Bank in writing of any change of address concerning the Client. Where there is no contact between the Bank and the Client or between the Bank and the Client’s legal representative for a period of more than two years, the Bank shall consider the assets to be without contact. No later than ten years since the last contact, the Bank shall consider the assets to be dormant. The Bank may make changes to the portfolio of, or to the services provided to, a Client whose account is without contact or dormant with a view to protecting its interests, based on the Bank’s appreciation. The Client hereby authorises the Bank to make changes to the Client’s services and assets if the Client’s account is without contact or dormant. Where contact is lost, the Bank is also authorised to conduct inquiries in Switzerland or abroad, either itself or by hiring external service providers, in an attempt to find the account holder(s) and/or beneficial owner(s), at their expense and risk and, where necessary, by breaching the contractual provisions, if this is in the Client’s presumed interest, and without any guarantee as to the outcome. The Client is aware that the costs arising from this procedure could represent a substantial proportion of the assets concerned, depending on the extent of the inquiries and the rates charged by external service providers. The costs of recording the assets as being without contact or dormant may also be charged to the Client. The Bank shall ensure that the costs are reasonable and proportional to the amount of the Client’s assets. The Client authorises the Bank to debit these costs from the Client’s account. The Client gives consent for the Bank or a service provider to waive banking confidentiality provisions where necessary to conduct inquiries in Switzerland or abroad. As is the case for all banks in Switzerland, the Bank is required to disclose data on Clients with dormant accounts to a central claims office in Switzerland, which is also bound by banking confidentiality provisions. After recording the Client’s account status as dormant, the Bank shall continue to comply with its legal and contractual obligations towards the Client for an additional period of 50 years. Under the law, once 60 years have passed since the last recorded contact with the Client, the Bank has one year to make the Client’s identity public. If the Bank does not hear from the Client within two years after the end of this one-year period, the Bank shall liquidate the dormant assets in accordance with Swiss law.

23. Compliance with laws

In general, the Client bears sole responsibility for complying with the legal, administrative and regulatory provisions applicable to him/her.

24. Taxation and Withholding tax

More particularly, the Client bears sole responsibility for complying with the tax provisions applicable to him/her at both the national and the international level, as well as for payment of the resultant taxes. In the event that the Client is concerned by an international tax agreement between his/her country of domicile and Switzerland and if the Client has not taken measures to avoid taxation at source, such as authorizing the Bank to forward to the competent authority the information required according to the terms of said agreement, the Bank, acting as paying agent, shall apply the deduction to the income deemed taxable under the agreement. In order to determine the values subject to the deduction, the Bank shall rely in particular on the information disseminated by approved data providers. Furthermore, the Client accepts sole and full liability for the risks inherent in his/her personal situation under the tax agreements and for the risks originating from incorrect classification of securities. Consequently, the Client holds the Bank harmless from, guarantees it against and indemnifies it for any damage, claim, expenses or charges that it might undergo in connection with a tax claim resulting from such agreements and which affects the Bank in its capacity as paying agent. In addition, the Bank does not incur any liability towards the Client for classification errors made by itself or by approved data providers, except in the event of gross negligence or wilful misconduct on the part of the Bank. All taxes, whether or not they are deducted at source, and other taxes due shall be deducted directly from the account concerned without it being necessary to advise the Client in advance. The above-mentioned expenses involved in the recovery by the Bank of the deductions at source shall be at the Client’s expense. In any event, the Client shall be responsible for the tax consequences of the investments made.

25. Tariffs & charges

The Bank’s services are remunerated in accordance with the scale of fees and charges that it draws up. They are detailed in a separate fee schedule brochure. In order to take account of any change in market conditions and costs, the Bank reserves the right to alter them at any time without prior notice.

26. Amendment of the General Terms and Conditions

The Bank reserves the right to alter its General Terms and Conditions and its Terms and Conditions of Deposit at any time. These amendments shall be notified to the Clients by circular letter or by any other means that it shall deem appropriate, such as those indicated in article “Communication between the Bank and the Client”of these General Terms and Conditions. If they are not contested within a time-limit of 30 days from the date of despatch, they shall be deemed approved by the Client.

27. Ombudsman of Swiss banks

For any complaint about his/her relationship with the Bank, the Client has the possibility of applying to the Ombudsman of the Swiss Banks, Bahnhofplatz, 9, PO Box, CH-8021 Zurich, which acts as an information and mediation body with no jurisdictional competence for the Clients.

28. Applicable law and place of jurisdiction and proceedings

All legal relations between the Client and the Bank are governed by Swiss law. The place of performance, the sole place of jurisdiction in any kind of proceedings and the place of proceedings for Clients domiciled abroad are at the place of the head office, branch or branch office, which is designated when the account is opened. To this end, the Client elects domicile at the head office, branch or branch office in question. However, the Bank reserves the right to take legal action at the place of domicile of the Client or before any other competent administrative or jurisdictional authority.

TERMS AND CONDITIONS OF DEPOSIT

A. General provisions

1. Scope

These Safe Custody Regulations govern the custody, management and administration of Safe Custody Assets (as defined in Section 2) held with Piguet Galland & Cie SA (hereinafter “the Bank”).

2. Safe custody assets

The Bank will handle a) securities, intermediated securities, paper securities, book-entry securities and/or documents of all types, and precious metals, for safe custody in an open safe custody account. The Bank administers and records, also in an open account, book-entry securities, money-market investments and capital-market investments that are in dematerialised form (including but not limited to dematerialised stocks), and other financial instruments, particularly OTC derivatives, fiduciary investments and foreign-exchange transactions b) securities, documents, valuable objects and other items in a sealed safe custody account. The securities, intermediated securities, paper securities and/or documents of all kinds, and precious metals and/or other objects of value held with the Bank are collectively referred to hereinafter as the “Safe Custody Assets”. The Bank may refuse, at any time and at its sole discretion, all or part of any Safe Custody Assets that the Client wishes to deposit.

3. Safe custody

The Bank agrees to exercise due care in holding and administering the deposited assets, or in having them held and administered by a professional custodian of its choice or by a central collective depository in the form of collective custody on behalf and at the risk of the Client. The Bank shall not be liable if the Client expressly selects a sub-custodian against the Bank’s recommendation. When the Safe Custody Assets are held in collective custody or as a global certificate in Switzerland, the Client shall have a right of co-ownership based on proportion of the safe custody assets. The Client shall not have access to the safe custody area. The Client states and certifies that the Safe Custody Assets are and will remain free of all third-party claims (ownership, pledge, etc.) as long as they are held in safe custody with the Bank. The Bank reserves the right, but is not obliged, to verify by itself or with the assistance of a third party, the authenticity of the Safe Custody Assets and whether a notice of freeze has been issued on them. The Bank assumes no liability in this regard, including for the time required to carry out the verification. The Bank’s shares, participation certificates, dividend-right certificates, bonds, medium-term notes and passbooks may be dematerialised and recorded in book-entry form at any time during the safe custody period.

4. Duration

The safe custody contract shall be for an indefinite period and shall not cease upon the Client’s death, incapacity or bankruptcy, in accordance with generally accepted practice in banking relationships. Without prejudice to other contractual provisions and statutes of limitations, the Client and any of the Client’s agents may require the delivery or transfer of the Safe Custody Assets at any time. Customary formalities and time limits must then be observed. The Bank also reserves the right to terminate the contract at any time and to require the withdrawal or transfer of the Safe Custody Assets. The Bank shall comply with the method of signing agreed with the Client. Physical delivery of the Safe Custody Assets is not assured; if it is possible, the Client shall bear the entire cost.

5. Right of pledge

For all present or future claims, regardless of when they fall due or the currencies in which they are denominated, the Bank has the rights of offset, pledge and lien on all the Safe Custody Assets, at the Bank or another location, on the Client’s behalf, in accordance with the General Terms and Conditions and/or the Deed of Pledge. Article 19 of the General Terms and Conditions supplements this provision in all other respects.

6. Statements

The Bank shall provide the Client with a statement of the Client’s Safe Custody Assets periodically or upon the Client’s request. Also upon request, a statement showing the value for tax purposes of the Safe Custody Assets and the revenues for the year may be provided to the Client for a fee. The valuation of the Safe Custody Assets is not binding and is based on prices taken from customary sources of banking and financial information. Some of this data may be updated only periodically and may be taken from unofficial sources such as the issuers themselves or third parties that are related to the issuers and that offer no guarantee of independence relative to them. When the data is not or no longer available to the Bank, the Bank is entitled, at its discretion, to keep the most recent estimated prices in the statement of Safe Custody Assets, temporarily or not, or to simply refrain from indicating prices for the positions in question. The estimated value of the Safe Custody Assets shown in the statements is provided by the Bank for information purposes only and without any guarantee. In all cases, the statements prepared by the Bank shall be considered to be approved and accepted by the Client if the Bank is not informed in writing of any discrepancies within 30 days after the statement is sent.

7. Fees

The safe custody fees are calculated in accordance with the current rate schedule and deducted from the Client’s account. If the deposit requires particular care or gives rise to extraordinary expenses, the Bank may charge an additional fee. Unless otherwise agreed in writing, the Bank may change its fees at its sole discretion and at any time. The Client shall be informed of any changes by circular letter or any other means that the Bank deems appropriate. Safe custody fees, and all other fees, may be deducted until the safe custody account is actually closed, regardless of whether the Bank or the Client informed the other party of the decision to close the account.

8. Amendments

The Bank reserves the right to amend these Regulations and the fees at any time. The Client shall be notified of any amendments by circular letter or any other appropriate means. The amendments shall be deemed to have been approved unless contested within 30 days after the notification was sent.

9. General Terms and Conditions

In all other respects, the Bank’s General Terms and Conditions shall apply to these Safe Custody Regulations. The provisions of the General Terms and Conditions relative to the governing law, the place of jurisdiction and the place of proceedings for debt collection shall apply in particular.

B. Provisions concerning open safe custody accounts

10. Types of open accounts

The Bank is expressly authorised by the Client to deposit the Safe Custody Assets with a custodian of its choice, in Switzerland or abroad, in its own name but on the Client’s behalf and at the risk and expense of the Client, who will bear responsibility for the taxes, duties, restrictions and other measures in effect at the place of custody. If the Client does not stipulate separate

custody, bearing any related fees, the Bank may hold the Safe Custody Assets, listed by type, in collective custody or have them held in the collective custody of a custodian or in a central collective depository. When the Safe Custody Assets are held in collective custody, the Client shall have a right of co-ownership in the collective custody that is proportional to the number of assets the Client has in its own account. If the Safe Custody Assets are returned to the Client from collective custody, the Client is not entitled to require the return of securities specified by number, banknote denomination, date, etc. Exceptions include Safe Custody Assets that are recorded in the Client’s name, as long as they have not been dematerialised during the period of custody, and Safe Custody Assets that, for any other reason, require separate custody. The Bank assumes no responsibility  for all acts and/or omissions of the central collective depositories and/or third-party custodians.

11. Safe custody abroad

Safe Custody Assets held abroad shall be subject to the laws and established practices of the place of custody. If the laws of the foreign country and/or circumstances make it difficult or impossible for the Safe Custody Assets held abroad to be returned, the Bank shall only be required to procure for the Client a claim to obtain, instead of their safekeeping, either the return of the proportional amount of Safe Custody Assets, or payment, providing this right exists and is assignable.

12. Deferred or cancelled printing of certificates

For certificates whose printing has been deferred or cancelled, the Bank shall be authorised to: a) cancel existing certificates in order to convert them into paperless rights; b) perform customary administrative services throughout the safe custody period and give the issuer all necessary instructions, including the instruction for the issuer to provide essential information; c) execute stock-market orders as principal. For certificates whose printing has only been deferred, the Bank may at any time require the issuer to print and deliver certificates, as long as this is provided for under the issuer’s Articles of Association or the issue terms and conditions.

13. Administration

The Bank shall perform customary administrative services, such as collecting coupons, redeeming securities, obtaining new coupon sheets and exchanging securities, yet assumes no liability in the event of error or omission. For paperless rights whose printing has been deferred, the Bank is authorised to: a) have the existing certificates cancelled and converted into paperless rights by the issuer; b) perform customary administrative services throughout the safe custody period, give the issuer necessary instructions, and obtain essential information from the issuer; c) require the issuer, at any time, to print and deliver the certificates; d) execute stock-market orders as principal. The Bank is under no obligation to seek out or transmit to the Client information of any kind relative to securities held in safe custody and/or to their issuers, or, more generally, relative to items of any kind held in safe custody. The act by the Bank of transmitting to the Client certain information that has come into its possession cannot be construed as establishing a corresponding obligation on the Bank’s part. It is the Client’s responsibility to take all appropriate measures to safeguard the rights attached to the Safe Custody Assets, particularly, but not only, in the case of legal or bankruptcy proceedings, and to obtain all necessary information. The instructions the Client must give include, but are not limited to, those concerning the exercise or sale of subscription rights, the exercise of convertible rights, the payment of partially paid-in stocks and conversions. In the absence of instructions from the Client, the Bank is entitled to act at its own discretion or to refrain from taking any action, at the Client’s sole risk and expense in all cases. The Bank shall only exercise rights to tax recoveries and credits on the basis of express instructions from the Client, who shall bear the related expense. The Client alone is responsible for complying with any obligations to disclose significant holdings to issuers and/or the competent authorities, including but not limited to situations in which a disclosure threshold has been crossed. The Bank is under no obligation to inform the Client in this regard, or to execute instructions that the Bank could suppose would trigger a disclosure requirement or would violate applicable regulatory standards. In all cases, the Client shall compensate the Bank for any damage it may suffer resulting from non-compliance with disclosure requirements or other regulatory obligations.

14. Proxy representation

The Bank shall only exercise the voting rights attached to the stocks or other securities of Swiss or foreign companies on the basis of a power of proxy given separately by the Client. Without prejudice to legal requirements in this regard, the Bank is under no obligation to inform the Client of the date or agenda of the general meetings held by these companies. In this case, the fees and expenses resulting from the Bank representing the Client upon the Client’s express request shall be borne by the Client and will be deducted directly from the Client’s account. In accordance with applicable law, the Bank is authorised but not required to exercise voting rights on the Client’s behalf at the general meetings of foreign companies if a management mandate has been given to the Bank. The same procedure is applicable by the Bank in the event of liquidation and/or any other situation for which instructions from the Client are required. The Bank is under no obligation to take any steps relative to any legal proceedings (such as class actions) in which holders of securities may be interested or involved either individually or collectively.{0>This power of proxy does not cease with the Client’s death or with any other causes of extinction mentioned in articles 35 and 405 of the Swiss Code of Obligations.

15. Registration of assets held  « as nominee »

The Bank is authorised to register the Client’s Safe Custody Assets in its own name or in the name of a nominee acting on the Bank’s behalf, at the Client’s expense and sole risk. The registration of Safe Custody Assets in the name of the Bank or a nominee, but on behalf and at the sole risk of the Client, has no impact on the Bank’s duties or responsibility under these Safe Custody Regulations or the General Terms and Conditions. The Bank may, at any time, change nominees or decide to act as nominee itself for the custody of securities, without informing the Client in advance. The Bank is entitled to inform the issuer of securities held in custody and/or third parties that the Bank or the nominee is acting as trustee in its own name but on the Client’s behalf and, if applicable, on behalf of other Bank clients. However, the Bank cannot, without the Client’s prior approval, disclose the identity or any other confidential information concerning the Client, including the identity of the beneficial owner, except if (1) this is required by a Swiss or foreign law or regulation applicable to the Bank or to the Safe Custody Assets, (2) such disclosure is necessary for the Bank to exercise its rights and/or those of the Client, (3) the Client breaches one of its obligations to the Bank, or (4) the Bank, the nominee or any other indemnified party is the object of claims relative to the Safe Custody Assets covered by the indemnity clause shown below unless the Client provides sufficient guarantees, in a form deemed acceptable by the Bank, in order to cover the amount of these claims and meet its indemnification obligation related thereto.The Client shall release, guarantee and indemnify the Bank, its branch offices and subsidiaries, and the nominees, as well as their respective employees, governing bodies and representatives (the “indemnified parties”) relative to all liability, claims, costs, damage, demands, losses, expenses, prejudice and monetary damages of any kind (the “claims”) that the indemnified parties may incur in respect of any act or omission, subscription, safe custody deposit, tendering for buyback and/or all operations carried out on behalf of the Client involving or relative to the Safe Custody Assets, except in the event of fraud or gross negligence by the indemnified party. The Client also agrees to reimburse and pay in advance to each of the indemnified parties all legal costs and fees incurred or to be incurred by these parties in the event of legal proceedings in connection with any claims. The Client authorises the Bank to deduct from the Client’s account all amounts due to any of the indemnified parties relative to these claims. Each indemnified party is authorised to personally compel performance of this indemnity clause in accordance with Article 112 of the Swiss Code of Obligations.

16. Transportation insurance

In the absence of any order to the contrary from the Client, the Bank shall contract insurance, at the Client’s expense, for the transportation of Safe Custody Assets by the Bank or by third parties, provided that such insurance is customary and does not exceed the limits of the Bank’s guarantee with a Swiss or foreign insurance company.

17. Execution-only orders

If the Client does not have an asset management mandate or advisory contract with the Bank and does not receive personalized investment recommendations from the Bank, the Client’s orders will be considered by default as execution-only transactions. In such situations, the Bank shall not be required to verify the appropriateness or suitability of the transaction; this shall be the sole responsibility of the Client.

18. Wealth management

As part of an advisory mandate, the Bank advises the Client in the selection of investments and studies with the Client improvements that may be made to the composition of the Client’s portfolio. The Client may also, through a special agreement (management mandate), entrust the Bank with the on-going financial management of securities and assets the Client has in safe custody with the Bank. In this regard, the Bank has published a booklet entitled “Special risks in securities trading”. This booklet is provided to the Client, and it is assumed the Client has read and understood it when the Client opens an account. The Client will be informed of any modifications in accordance with the Client’s correspondence instructions.

19. Sending and Disclosing data to third parties and to Swiss and
foreign authorities

Safe Custody Assets or transactions involving them that are carried out on behalf of the Client may require personal information about the Client, the order originator, the beneficiary or the beneficial owner to be disclosed pursuant to legal and regulatory provisions in Switzerland and abroad. When disclosure of such information is required by an issuer, custodian, broker or any other third party involved or by a Swiss or foreign authority, the Bank is entitled to disclose the information or to refrain from disclosing all or part of the information. To this end, the Client accepts that the Bank may disclose the Client’s personal data and/or data relating to the order originator, beneficiary or beneficial owner (particularly their identity, contact details, nationality, and the transaction’s economic background). The Client releases the Bank from its duty of professional confidentiality to the extent required for the disclosure of these data. The Client shall inform the third parties concerned, such as the order originator, beneficiary or beneficial owner, of the Bank’s obligation in this regard. The Client understands that data sent abroad shall no longer be protected by Swiss law but instead by applicable foreign law. The Bank shall not be required to draw the Client’s attention in advance to any disclosure obligations that may arise from possession of the Safe Custody Assets or transactions involving them.

C. Provisions concerning sealed safe custody accounts

 20. Delivery of deposits

Objects held in sealed safe custody must, as a general rule, show the exact address of the depositor and be sealed with wax or lead in such a way that they are impossible to open without damaging the seal.

21. Contents

Sealed safe custody deposits must contain only valuables, documents and other objects suitable for custody. Objects that are flammable, dangerous or fragile or that, for other reasons, are unsuitable for custody in a bank, cannot be deposited. The Bank expressly disclaims all liability for any damage suffered by the Client when the Client or the Client’s representative does not comply with the above instructions. The Client shall be liable for any deterioration or other damage suffered by the Bank resulting from unauthorised objects held in sealed custody. The Bank reserves the right to examine the contents of the deposit in the presence of the depositor or to require the depositor to explain the nature of the objects held in sealed custody. For safety reasons, the Bank shall also be entitled to open the sealed deposit, if possible in the presence of a public official.

 22. The Bank’s obligation

The Bank assumes no other obligation relative to depositors than to take security and surveillance measures, both common ones and those indicated by the circumstances, in order to protect its premises from damaging events such as theft and fire, and is under no obligation to provide any particular security guarantees.

23. The Bank’s liability

The Bank’s liability is limited to the amount of the declared value. The Client is responsible for providing proof of any damage. The Bank assumes no liability for damage resulting from atmospheric factors (moist or dry air and similar causes). The Bank is only liable for damage that has been duly proven and attributable to its gross negligence. The Client is responsible for insuring objects held in safe custody.

24. Withdrawals

Unless otherwise agreed, withdrawals are only possible at the location where the deposit was made, as the Bank cannot be required to deliver the contents of a deposit to another location. When a withdrawal is made, the depositor must ensure that the wax or lead seal is intact. By signing the receipt at the time of withdrawal, the Client releases the Bank from all liability.

25. Additional information

The Client has taken good notice of the information from the SBA regarding the disclosure of client data and other information in international payment transactions and investments in foreign securities, as well as tax information.

Legal

Ce site contient des informations relatives à un grand nombre de fonds de placement enregistrés et gérés dans différentes juridictions. Les informations de ce site web ne sont pas destinées aux personnes relevant de juridictions dans lesquelles (en raison de la nationalité des personnes, de leur lieu de résidence ou pour toute autre raison) la diffusion ou l’accès à ce site est interdit. Les personnes soumises à de telles restrictions locales ne doivent pas accéder à ce site web.
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