Terms and Conditions

A. General section

1. Scope

These Terms and Conditions govern the relationship between b-sharpe and its customers. The website (web.nicewit.ch and/or www.b-sharpe.ch) and the associated online platform (the “Site”), as well as the b-sharpe mobile app (together the “Platforms”) are operated and owned by b-sharpe SA, Pont-Rouge, Esplanade 2, 1212 Grand-Lancy, Switzerland (“b-sharpe”). Any natural or legal person using the Platforms or the services offered by b-sharpe (“Customer”) is bound by these General Terms and Conditions and certifies that they have read, understood and accepted them in full.

2. References

These Terms and Conditions refer in full to the following documents, which thereby form an integral part of these Terms and Conditions:

B. Use of the Website and b-sharpe services

3. Content and information on the Website

3.1 b-sharpe does not guarantee the accuracy, relevance, reliability, completeness, performance or suitability for use of the content, products or services available on the Website. b-sharpe will use all reasonable endeavours to ensure that any information published or reproduced on the Website is derived from sources deemed reliable and has been prepared in good faith and with due diligence. To the extent permitted by law, b-sharpe accepts no liability for the updating or modification of any information, or for its use or interpretation, and offers no guarantee as to the completeness and accuracy of such information. The information, including any exchange rates quoted, services or data mentioned on the Site, is provided for information purposes only and does not constitute advice or an offer to enter into a contract, nor does it constitute a financial or investment offer.

3.2 b-sharpe may provide links to other websites that are controlled or operated by third parties. These links are provided solely for the Customer’s convenience and information and do not in any way constitute a solicitation, endorsement, authorisation, sponsorship or affiliation by b-sharpe with these sites, their owners or their hosts. To the extent permitted by law, the Customer may not hold b-sharpe liable for any loss or damage caused by the use of or reliance on any content, goods or services available on such websites.

4. Registration

4.1 In order to use the services offered by b-sharpe, the Customer must first register on the platform by completing all the steps in the process set out by b-sharpe and providing all the required information.

4.2 All information provided by the Customer must be complete, accurate and truthful at all times. The Customer must update this information whenever it changes. b-sharpe may ask the Customer at any time to confirm the accuracy of the information and/or to provide additional supporting documents.

4.3 b-sharpe collects information about the Client and the transactions they wish to carry out, and conducts further checks in accordance with the ‘Anti-Money Laundering’ and ‘Data Protection’ policies.

5. Sponsorship

5.1 b-sharpe may offer selected customers a discount credit (‘Reward’) for future foreign exchange transactions as part of a referral scheme.

5.2 The customer selected by b-sharpe to take part in the referral programme (‘Referrer’) will receive an individual referral code (‘Referral Code’) or an individual referral link in electronic form.

5.3 Throughout the duration of the referral programme, the Referrer may share their Referral Code or the referral link they have received with one or more legal entities or individuals who are not yet b-sharpe customers (‘Referee’). The Referral may then access a registration form via the referral link or manually enter the Referral Code when registering on the b-sharpe platforms.

5.4 Once the Referred Person’s registration has been completed and validated, they will become a b-sharpe customer and will be able to carry out foreign exchange transactions.

5.5 Once the Referred Customer has carried out foreign exchange transactions totalling the minimum amount specified in the applicable referral programme (the value of recorded transactions calculated in CHF, excluding any fees and commissions), both the Referred Customer and the Referrer will receive a Reward as defined in the applicable referral programme.

5.6 Rewards are cumulative and will be applied automatically to the Referred User’s and Referrer’s future currency exchange transactions. These Rewards may only be used for currency exchange transactions during the applicable referral programme. For “purchase” transactions, the amount the Customer is required to pay to b-sharpe will be reduced by the amount of the available Reward. For “sale” transactions, the amount that b-sharpe sends to the Customer will be increased by the available Reward amount. No transfer or cash payment of the Reward is possible.

5.7 b-sharpe is entitled to refuse the use of the Reward if there is any suspicion that the Referred Friend or the Referrer has failed to comply with the terms of the referral programme or these Terms and Conditions.

6. Identification, access and login

6.1 b-sharpe will provide each customer with login credentials to access the products and services offered by b-sharpe. It is the Customer’s sole responsibility to ensure the integrity and security of their login details, in particular with regard to the complexity of the password they have chosen.

6.2 The Client shall take all security measures within their power and available using current technological means to minimise the risk of unauthorised access to their login details, codes and other identifying information, as well as any risk of fraud or hacking. b-sharpe shall verify the Client’s identity and authentication details in accordance with the standard of care expected of a financial intermediary in the industry. The Client shall be liable for any failure to provide valid identification or for the use of forged documents, without their knowledge, unless b-sharpe has committed gross negligence or wilful misconduct in verifying such identification.

6.3 Access to the Website using the login details is strictly for personal use and is non-transferable. The Customer undertakes not to disclose them to any third party in any form whatsoever. If the Customer wishes a third party to act on their behalf, the Customer must submit a request to b-sharpe to grant a power of attorney to that user, whose permissions will be linked to those of the Customer. The login details will be provided to that person subject to their registration being validated by b-sharpe. The user, acting under the Customer’s power of attorney, is subject to these Terms and Conditions. The Customer is solely responsible for any acts, omissions or errors that may arise in connection with the use of their login details by a third party to whom they have disclosed such information for the purpose of authentication.

6.4 The Customer is responsible for contacting b-sharpe within a maximum of 24 (twenty-four) working hours in the event of any suspicion of unauthorised use of their login details or other forms of identification (theft, loss, unauthorised use or compromise), and for changing their password.

6.5 b-sharpe may, at any time and regardless of the duration of the commercial relationship between the Customer and b-sharpe, suspend or withdraw access to the Website and the services offered without having to give any reason, in particular in the event of a breach of these Terms and Conditions.

7. Access to the Platforms from abroad

7.1 The use of, or even access to, the Platforms is prohibited from any country where access to or use of the Platforms, or the information, products or services available on them, is prohibited by law. The information on the Platforms does not in any way constitute an invitation or an inducement by b-sharpe to use the information, products or services it makes available on these Platforms in countries where the law prohibits the use of such information, products or services.

7.2 The Customer is obliged to, and assumes responsibility for, checking the prohibitions and restrictions applicable in the country from which they access the Platforms. To the extent permitted by law, the Customer acknowledges and agrees to hold b-sharpe harmless and to indemnify b-sharpe against any damages arising from claims, legal proceedings or liability under foreign law in connection with access from abroad.

8. Restrictions on use

8.1 The Platforms and the associated products and services may only be used by the Customer or by a user authorised by b-sharpe.

8.2 The Client, or any person acting on behalf of a legal entity, is deemed to have the necessary powers to represent that entity, in accordance with the powers of attorney and authorisations to sign that have been provided to b-sharpe, notwithstanding any subsequent revocation or cancellation thereof, or any conflicting entries in the Commercial Register or other public registers, whether in Switzerland or abroad.

8.3 The right of access and use shall not lapse in the event of the Customer’s death, loss or restriction of legal capacity, or bankruptcy; until b-sharpe is notified of such an event, the relationship with b-sharpe shall remain subject to these General Terms and Conditions until access is revoked.

8.4 The content of the Platforms and the products and services made available by b-sharpe are intended for use in connection with genuine commercial transactions, such as the purchase of goods or services in foreign currencies, and must under no circumstances be used for speculative purposes.

8.5 The content of the Website and the products and services provided by b-sharpe must not under any circumstances be used in the following circumstances:

C. Order Management

9. Terms and conditions of currency exchange services

b-sharpe offers its currency exchange services as follows:

10. Foreign exchange process with a pre-determined exchange rate

10.1 The foreign exchange process with a pre-determined exchange rate comprises the following steps:

10.2 The Customer must follow the instructions provided by b-sharpe via the Website or by any other means approved by b-sharpe, such as email or telephone, in order to place an order or make a payment. b-sharpe reserves the right to request further information from the Customer, particularly in connection with its anti-money laundering obligations (see the document “Anti-Money Laundering”), before executing the order submitted by the Customer.

10.3 The Customer is responsible for the accuracy and completeness of the information they provide to b-sharpe.

10.4 When the applicable exchange rate is requested by telephone or email, it is calculated by b-sharpe in real time and communicated to the Customer; it is therefore valid at the moment b-sharpe communicates it. Upon the Client’s acceptance of said rate, b-sharpe reserves the right to revise it (upwards or downwards) in line with the market rate and to communicate this to the Client for approval. This procedure may be repeated several times until the final rate is confirmed by b-sharpe.

10.5 When entering a foreign exchange order on the b-sharpe Platforms, the ‘real-time exchange rate calculation’ option may be available. In this case, the applicable rate is displayed in real time and accepted by the client. Upon the Client’s acceptance of said rate, b-sharpe reserves the right to revise it (upwards or downwards) in line with the market rate and to communicate this to the Client for approval. This procedure may be repeated several times until the final rate is confirmed by b-sharpe.

10.6 All currency exchange services using real-time rates are available only on banking business days (in both Geneva and the country of the foreign currencies involved) during office hours (from 9am to 6pm CET). b-sharpe reserves the right to suspend at any time the currency exchange services using real-time rates or to refuse any transaction in this context, depending on the amounts involved, the market situation for the currencies concerned and the workload of b-sharpe operators at the time of the Client’s request.

10.7 The foreign exchange contract is concluded upon receipt of the exchange confirmation from b-sharpe. This is sent by email or displayed on the platform used. As regards b-sharpe, the amount receivable is the value of the foreign currency sold by the Customer (plus any applicable fees and commissions). As for the Client, the sum due to them corresponds to the amount of currency they have purchased (less any fees and commissions). In the absence of such a foreign exchange confirmation, b-sharpe is under no obligation to provide currency or services such as fund transfers. It is the Client’s responsibility to retain all documents relating to the transaction.

10.8 Following confirmation of the exchange rate, b-sharpe is entitled to adjust the amount payable to the Client if the transaction proves to be significantly unfavourable to b-sharpe due to market conditions (for example, due to high volatility in the currencies in question) or other circumstances (such as a failure or error in the electronic or telecommunications systems of b-sharpe or its service providers and partners, as well as any event of force majeure). In such cases, b-sharpe shall immediately inform the Client and propose an alternative solution in good faith.

10.9 The Client’s funds must be transferred to b-sharpe’s account within 48 working hours of the expiry of the foreign exchange confirmation. After this period, b-sharpe is entitled to cancel the foreign exchange contract. Alternatively, b-sharpe may maintain the foreign exchange contract and require its fulfilment. In the event of cancellation of the foreign exchange transaction by b-sharpe, processing fees will be charged to the Client (see also clause 10.11 below regarding the return of funds). In addition, b-sharpe will charge the Client for any exchange rate loss resulting from a fluctuation in the foreign exchange market between the expiry of the exchange confirmation and the cancellation of the transaction. A penalty of 20% will be applied to the amount relating to the exchange rate loss charged.

10.10 The Customer may cancel or amend their order at any time, provided that a trade confirmation has not yet been sent or displayed. Once the trade confirmation has been sent or displayed, the Customer will no longer be able to amend the details of their order. The Customer may amend their payment details at any time, but no later than when a payment confirmation is sent to them by b-sharpe. Any changes to an order or payment details must be made by telephone during office hours (9am to 6pm CET) and are subject to validation by b-sharpe in accordance with its obligations under the Money Laundering Act (see the document ‘Anti-Money Laundering’). In the event of failure to comply with the deadline for cancelling or amending the foreign exchange order, Article 10.11 below shall apply.

10.11 In the event of the cancellation of a foreign exchange transaction, b-sharpe will follow the client’s instructions regarding the transfer of any remaining balance (after deduction of transaction fees). This option is subject to regulatory checks (see the document ‘Anti-Money Laundering’). In the absence of any actionable instructions from the Client, b-sharpe will return the funds to the Client’s account from which the funds originated. b-sharpe is entitled to charge a fee of CHF 50 for any return or transfer of funds in connection with the cancellation of a transaction.

11. Foreign exchange process upon receipt of funds

11.1 The currency exchange process upon receipt of funds comprises the following steps:

11.2 In the event of a transfer of funds without a prior request from the Client, b-sharpe may process the funds in question on the basis of the information at its disposal (for example, information derived from the Client’s previous transactions).

11.3 Clauses 10.2, 10.3, 10.4, 10.8, 10.10 and 10.11 above shall apply.

12. Transfer of funds

12.1 Funds transferred by the Client to b-sharpe’s accounts shall not bear interest.

12.2 The Client shall bear the costs, commissions and fees charged to or claimed from b-sharpe by an intermediary bank or any private or public third party in respect of any transaction carried out on the Client’s instructions or on the Client’s behalf. b-sharpe reserves the right to charge the Client or to set off against its claims any amounts claimed from b-sharpe by third parties.

12.3 b-sharpe shall not be liable in the event that its custodian banks are unable to release funds relating to foreign exchange transactions. b-sharpe is therefore entitled to assign to the Client the claim against the custodian bank in respect of the amount transferred by the Client in connection with a foreign exchange transaction that could not be executed correctly. The Client undertakes to accept the assignment of this claim against the custodian bank. b-sharpe shall provide the Client with written confirmation of the assignment.

12.4 The Customer is responsible for any transfer of funds to b-sharpe’s bank account made by a third party on the Customer’s behalf. The Customer is responsible for ensuring that the payment order is correctly recorded by the sender of the funds. The payment order must include the customer ID. The Client is also responsible for the correct communication of the payment details of the recipient of funds relating to a foreign exchange transaction. Any costs arising from an error in the payment details for the receipt or transfer of funds will be charged to the Client.

12.5 Any customer wishing to receive funds from a third party must provide the name of the sender of the funds before those funds are transferred to b-sharpe’s bank account. b-sharpe will only approve a sender of funds in the cases set out on the Platforms. The b-sharpe teams are available to clarify any doubts regarding accepted cases. b-sharpe is under no obligation to actively search for the Client receiving the funds if the incoming payment does not contain a client ID or contains an incorrect or incomplete client ID. The funds will be held until the recipient of the funds has been identified. Ten (10) years after the date of receipt of funds for which the recipient could not be identified, the funds in question shall become the property of b-sharpe, which shall be entitled to dispose of them at its discretion.

13. Order execution

13.1 b-sharpe provides its services on banking days (in both Geneva and the country of the foreign currencies involved) during office hours (from 9am to 6pm CET), regardless of whether clients are accessing the service from abroad.

13.2 b-sharpe shall not be liable for any delay in payment attributable to the late receipt of funds and payment instructions from the Client, in particular where these are received after the cut-off times specified for the various currencies (i.e. the deadline for submitting payment orders so that the corresponding transfers can be executed on the desired value date) by the custodian banks. b-sharpe has no control over the time taken by the beneficiary’s bank or payment provider to credit and make funds available to the beneficiary. b-sharpe undertakes to use all reasonable endeavours to deliver to the Client as promptly as possible.

13.3 b-sharpe will follow the Client’s instructions regarding the allocation of transfer charges (SHA, OUR, BEN) and shall not be held liable for any charges levied by an intermediary bank or by the bank receiving the funds.

13.4 The verification checks carried out by b-sharpe may affect order processing times. To the extent permitted by law, b-sharpe shall not be held liable for any delays resulting from the performance of these checks.

13.5 b-sharpe is entitled to refuse a transaction in the event of a breach of these Terms and Conditions or in accordance with its obligations relating to anti-money laundering (see the document “Anti-Money Laundering”). In accordance with its legal obligations, b-sharpe is entitled to return the funds received to the original account (after deducting any transaction fees) or to freeze the relevant assets pending notification from the competent authorities.

14. Complaints

Any complaint from the Customer must be notified to b-sharpe immediately, but no later than 24 working hours after b-sharpe has issued the transfer confirmation. The transfer of funds shall be deemed to have been completed unless the Customer raises an objection within the specified time limit. In the absence of an objection within the specified time limit, the transactions shall be deemed to have been ratified and approved by the Customer.

D. Responsibilities

15. Allocation of responsibilities

15.1 b-sharpe is liable under an obligation of means, exercised in a reasonable manner, in connection with its provision of high-quality products and services to the Customer.

15.2 The Customer agrees to use the Platforms and the associated products and services at their own risk and under their own responsibility.

15.3 The Client is responsible for the accuracy and completeness of the information and instructions provided to b-sharpe and shall indemnify b-sharpe against any loss or additional costs incurred by b-sharpe in connection with incorrect or incomplete information or instructions provided to b-sharpe, even if such loss or costs are inherent in the use of the means of communication.

15.4 To the extent permitted by law, b-sharpe, its directors, officers, employees and agents shall not be liable to the Customer or any third party for any loss, damage, claim or compensation, including loss of profits or loss of use incurred by the Client or the third party, resulting, on the one hand, from any error, omission or negligence on the part of the Client or any person(s) authorised by the Client, or, on the other hand, from b-sharpe’s inability to execute a transfer.

15.5 The Customer is responsible for providing and maintaining the means by which they access the Platforms, including, in particular, the appropriate hardware and software and an internet connection. The Customer is responsible for access and all costs necessary to connect to the Platforms, and the Customer assumes all risks associated with the use and storage of login details on the computer equipment or server used to access the Platforms and their services. The Customer shall take all necessary precautions to ensure that the Platforms are not exposed to computer viruses such as worms or Trojan horses, or to any other dangerous and/or inappropriate material or device. If a virus or any other malicious device is deemed to have been transmitted to the Platforms from the Customer’s account, b-sharpe reserves the right to terminate the Customer’s account; the Customer shall be liable for the costs incurred in removing such viruses and repairing the damage, or for any other costs that b-sharpe may incur as a result of the Customer’s malicious intent or negligence, however slight.

15.6 To the extent permitted by law, b-sharpe shall not be liable for the compliance or compatibility of its software, nor for any consequences affecting the Customer’s IT equipment, software or any other of the Customer’s equipment resulting from the use of the Platforms, products or services made available.

15.7 To the extent permitted by law, b-sharpe shall not be liable for any tax consequences arising from transactions carried out by the Client. To the extent permitted by law, the Client shall indemnify b-sharpe against any loss or payment incurred by b-sharpe in connection with any tax consequences arising from transactions carried out by the Client.

15.8 In the event of a breach by the Client, or by any person(s) authorised by the Client, of these General Terms and Conditions, of the laws and regulations applicable in Switzerland, or in the Client’s country of origin, or of any other international standard to which the Client is subject, in particular with regard to anti-money laundering and other Swiss or international financial regulations, b-sharpe, its directors, officers, employees and agents shall, to the extent permitted by law, be released from any liability towards the Client or such third party and shall be entitled to compensation from the Client for any loss, damage or penalty incurred, including b-sharpe’s legal and defence costs in Switzerland or abroad. Furthermore, b-sharpe shall be entitled to terminate the Client’s right to use the Platforms and the associated services and/or to terminate the business relationship with the Client with immediate effect. b-sharpe further reserves the right to refuse any part of any transaction ordered by the Client at any time during the relationship.

16. Disclaimer

16.1 To the extent permitted by law, any liability on the part of b-sharpe, its directors, officers, employees and agents towards the Client is excluded, including liability for negligence, for consequential damages and in cases of force majeure. b-sharpe shall only be liable for damages caused intentionally or through gross negligence. Any other liability is excluded, to the extent permitted by law.

16.2 In particular, b-sharpe shall not be liable, to the extent permitted by law, for any loss or damage caused by a virus or other technological attacks that may affect b-sharpe’s or the Customer’s computer equipment.

16.3 To the extent permitted by law, the maximum aggregate amount for which b-sharpe may be liable to compensate the Customer is limited to the sums that the Customer has transferred using b-sharpe’s services, excluding any additional direct or indirect damages or non-pecuniary loss.

E. Final provisions

17. Outsourcing

b-sharpe is entitled to outsource certain aspects of its operations in Switzerland or abroad, such as IT services, internal auditing or accounting, in accordance with Swiss law and regulations (see the documents ‘Anti-Money Laundering’ and ‘Data Protection’).

18. Termination

18.1 The Client and b-sharpe are entitled to terminate their contractual relationship at any time and without cause. Any outstanding amounts shall become immediately due and payable, and b-sharpe shall be entitled to exercise its right of set-off in accordance with Article 120 of the Swiss Code of Obligations.

18.2 The relationship between the Client and b-sharpe shall not be terminated by the Client’s death, placement under guardianship, loss of legal capacity, or bankruptcy.

18.3 In the event of termination, b-sharpe will retain the Customer’s data in accordance with the ‘Anti-Money Laundering’ and ‘Data Protection’ policies.

19. Severability of clauses

If any provision of these Terms and Conditions is found to be invalid or unenforceable, the remaining provisions of the Terms and Conditions shall remain valid and shall continue to be binding on the Customer and b-sharpe. The invalid or unenforceable provision shall then be replaced by a provision that reflects the parties’ original intentions as closely as possible.

20. Changes to the Services and the Terms and Conditions

20.1 b-sharpe is entitled to amend these Terms and Conditions and the documents referred to in Article 2 of these Terms and Conditions at any time. The Client shall be notified of such amendments in writing or by electronic means and shall be deemed to have ratified and approved them upon their next foreign exchange transaction or, in the absence of a written objection, within 30 (thirty) days of notification of the changes (whichever occurs first).

20.2 b-sharpe may, at its sole discretion, make any changes it deems appropriate or necessary to the content of the Platforms, the products and services offered by b-sharpe, or the terms and conditions governing the use of the aforementioned services.

20.3 The Customer expressly agrees that the use of the Platforms and the associated services shall be governed exclusively by these Terms and Conditions. Any additional agreement between the Customer and b-sharpe or any instructions expressly provided by b-sharpe shall automatically be subject to these Terms and Conditions.

21. Intellectual property and licence

21.1 The entire content of the Platforms, including but not limited to any text, articles, logos, visuals, images and software, is the exclusive property of b-sharpe. No content may be copied or imitated for any purpose whatsoever, whether commercial or private, unless expressly stated and with the prior written authorisation of b-sharpe. b-sharpe grants a single, personal and non-transferable right of use to access the Platforms and use the services offered thereon. This right of use is conditional upon the Customer’s strict compliance with these Terms and Conditions.

21.2 The Customer shall also refrain from publishing the content of the Platforms in any form whatsoever, including but not limited to publication on external websites or the inclusion in emails of deep links, i.e. any hyperlink pointing specifically to any resource on the Website other than its home page. The Customer shall likewise refrain from copying the content of the Platforms, even in part, and from reselling it to third parties, without the prior written consent of b-sharpe. The Customer shall be held liable and legally bound by any unauthorised use of the licence.

22. Governing law and jurisdiction

22.1 The relationship between the Client and b-sharpe is governed exclusively by Swiss law, to the exclusion of any foreign law, including the rules of private international law in the event of a conflict of laws.

22.2 In principle, the exclusive place of jurisdiction is the City of Geneva, subject to any appeal to the Federal Supreme Court. However, b-sharpe reserves the right to bring proceedings against the Customer in the place of jurisdiction corresponding to the Customer’s place of residence or registered office, or before any competent court, in particular in respect of interim measures.

23. Entry into force

These Terms and Conditions come into effect on 9 November 2022.