General Provisions Securities Services Agreement
Article 1. Definitions
|Advisory Services||Customized findings, questions & recommendations by the securities service’s provider (“SSP” or “PYGG”) in accordance with the provisions of this Securities Services Agreement (“SSA”).|
|Assets||Cash, precious metals, securities, alternatives (e.g., hedge funds, real estate, commodities, private equity, venture capital etc.) and other financial instruments in the broadest sense, including virtual assets and crypto currencies, held now or in the future by the Client.|
Article 2. Purpose of the Agreement
By acknowledging the SSA, the Client instructs the SSP, which accepts the instruction, to carry out Advisory Services thereby providing findings, questions and/or investment recommendations in relation to the Client’s Assets or part thereof.
The Assets are managed by the Client him/her/itself or an external asset manager, and held with one or more custodian banks, which will be responsible for their ongoing management and administration. The SSP will provide feedback in the framework of the SSA, on the periodic portfolio reports produced by an asset manager and/or custodian or any other document provided by the Client.
Article 3. Advisory Services
The SSA includes Investment Advisory Services to which the following specific details shall apply.
a. Investment Advice
Upon the Client’s request, the SSP shall provide advice to the Client as to a periodic investment portfolio report in view of his/her/its investor profile and possible other provided information and documentation in relation to the Client. The securities advisory service will be carried out in Curaçao and will meet with the standard practices and guidelines within Curaçao.
The client notes that the investment advice of the SSP is based on information which comes from sources which are rated as reliable. Nevertheless, the SSP does not accept liability or warranty, express or implied, for the correctness of completeness of the third-party information used in the securities advisory service. The Client is aware that investment advice can become obsolete quickly on account of market developments and may consequently apply only temporarily. Therefore, any investment advice made by the SSP may only form the basis of an investment decision if the investment decision concerned is made immediately. The Client acknowledges and accepts that all buying or selling orders as well as other transaction orders, are carried out on his personal or company’s account and at his own risk. This applies regardless of whether an investment decision is made based on an investment advice given by the SSP or not.
The Client acknowledges and declares himself in agreement that the SSP shall have no obligations relating to any securities transactions for the Client’s account.
The advice is given by the SSP to the Client exclusively (including the Client’s duly appointed representative(s)) and is not to be disclosed to any third party or used by the Client for other purposes than those provided herein.
b. Investment portfolio analysis report (“IPAR”)
Upon the Client’s request the SSP shall provide the Client with an investment portfolio analysis report (“IPAR”). The IPAR consists of an overview of general findings as to the portfolio report, positions, an analysis of certain risks (e.g., issuer risk, diversification risk), a conclusion including recommendations if the case may be. The selection of risks covered by the IPAR is dependent on the information received and at the sole discretion of the SSP. The IPAR shall serve the Client as a basis for the discussion with her client(s) and/or financial services providers.
The SSP does not have any obligation to contact the Client to discuss the IPAR and it is the Client’s sole responsibly to decide whether any actions should be taken based on a particular IPAR.
c. No discretionary asset management
The SSP does not have a mandate for discretionary asset management. The SSP will not buy or sell any investments.
The Advisory Services are comprised of advice only. ‘Execution of orders (securities transactions)’, ‘Safekeeping and administration of financial instruments (custody)’ will be covered by the client, asset managers and custodian banks.
Article 4. Communication
The Client acknowledges that the SSP shall be in regular contact in relation to the services governed under the SSA. In the event the SSP has made reasonable efforts to contact the Client using the agreed communication channel, but has been unable to reach him, the advice shall be deemed as having been given on part of the SSP.
The Client should provide the SSP with his correct and complete contact information in relation to the companies/portfolios. If a change should occur during the term of the SSA with respect to the Clients contact information, the Client must make the SSP aware of this immediately and make the up-to-date contact information available.
Article 5. Risk Disclosure
The Client acknowledges and agrees to provide the SSP with information, assistance, or documentation as may be deemed required by the SSP within the framework of the SSA.
Regarding the risks inherent in the different financial instruments in which the Client may invest upon advice provided by the SSP, the Client confirms that he has been informed and made aware thereof.
The Client acknowledges that the SSP does not bear any responsibility for the performance of the investments contained within the portfolio advised. The Client furthermore understands that past performance of investment categories, investments and reference currencies does not have any bearing on their future performance.
The investment instruments referred to by the SSP in its communications with the Client are in no way guaranteed by the SSP.
Further the Client confirms that hehas understood the scope of the Advisory Services.
Article 6. Duty of Care and Liability
The SSP shall fulfill its obligations under the SSA with due care within normal business practice. The SSP only make its best endeavors (obligations de moyens) and its liability is limited to gross negligence.
The Client understands and accepts that the SSP may suspend or stop its services in full or partially due to a change in circumstances, e.g., the introduction of new regulatory constraints. The SSP shall inform the Client of such event in accordance with the agreed means of communication. The SSP shall not be liable for direct, consequential, or special damages under any circumstances.
The SSP shall not be liable for damages which result from a circumstance in which the Client was unable to reach the SSP in time or the Client could not be reached by the SSP in time, or the Client did not react to recommendations or messages from the SSP. Furthermore, the SSP shall bear no liability whatsoever for investment decisions based on Advisory Services of the SSP, or which were made contrary to the recommendations made by the SSP.
The Client agrees to provide the SSP the required assistance, if the SSP makes claims against third parties or third parties make claims against the SSP which relate to an investment held within the portfolio advised.
Article 7. Client Data & Confidentiality
The Client confirms to have provided or provide the SSP with all the information appropriate for the SSA. The Client furthermore confirms that the situation provided is correct and that he will inform the SSP about any circumstances and changes which could influence the Advisory Services, or the portfolio advised. The Client recognizes that the SSP will not independently verify the information concerned. The Client is also responsible to inform the SSP if he/she/it becomes aware that any of his/her/its information the SSP holds is incorrect.
The SSP continues to provide Advisory Services to the Client in accordance with the information provided by the Client.
The SSP confirms to treat the information provided by the Client as strictly confidential and to use it for the sole purpose of providing Advisory Services under the SSA.
Article 8. No legal or tax advice
The Client takes note that, within the context of the SSA, the SSP is not providing any legal or tax advice and is not obliged to consider the individual tax situation of the Client in providing its Advisory Services. The SSP recommends the Client to seek independent legal and tax advice about the suitability of any Advisory Services.
Article 9. Term and amendment of terms
The SSP is entitled to amend the SSA at any time. Such amendments shall be notified to the Client in writing or through any other channel the SSP considers appropriate and shall be deemed to have been accepted by the Client unless a written objection is lodged within 20 working days from the date of dispatch, but in any event when the amended Advisory Service is first used by the Client.
Article 10. Severability clause
Should individually provisions within the SSA be or become partially or wholly void, impracticable or incomplete, this shall not affect the effectiveness of remaining provisions. The void, unenforceable or missing provision shall be replaced by a provision which the SSP and the Client would have agreed, had they been aware of the invalidity, impracticability or the incompleteness of the provision concerned when they sign the SSA.
Article 11. Applicable law and jurisdiction
The SSA and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of Curaçao.
Each party irrevocably agrees that the courts of Curaçao including the High Counsil in The Netherlands for possible final appeal, without prejudice to the right of the SSP to bring the matter before any other court which may have jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the SSA or its subject matter or formation.
In effect from, January 1, 2022.