General Terms and Conditions (GTC) of honesto AG Adliswil

Version of June 10, 2022

These General Terms and Conditions (“GTC”) regulate the contractual relationship between honesto AG and you as a user of the honesto App operated and provided by honesto AG. By registering and using the honesto App, you confirm that you have read, understood, and accepted the GTC as well as the privacy policy, which forms an integral part of these GTC. These GTC are legally binding for every user of the honesto App. Please read them carefully before completing your registration and using the honesto App. By using the honesto App, you agree to these GTC. honesto AG Adliswil / honesto App

1. honesto AG (CHE-308.013.290) is a corporation under Swiss law registered in the commercial register of the canton of Zurich with its registered office at Soodstrasse 59 in 8134 Adliswil (“honesto”).
2. honesto operates the honesto App and makes it available to users in accordance with the terms of these GTC. 3a. honesto is qualified as a financial intermediary within the meaning of Art. 2 para. 3 of the Anti-Money Laundering Act (AMLA) and is a member of the self-regulatory organization (SRO) Verein zur Qualitätssicherung von Finanzdienstleistungen (VQF) with membership number 100947/SRO. 3b. honesto explicitly points out that it does not qualify as a “bank” according to the definition of Art. 1 para. 4 and Art. 1a of the Swiss Banking Act (BankG). 3c. In cooperation with the fully FINMA-regulated Incore Bank AG, honesto offers various services such as the custody of cryptocurrencies (Art. G 29) or the holding of funds in an omnibus account (Art. E 20).

1. Registration & Your honesto Account

1. Before you can access the honesto App, you must register. The registration, the associated data collection, identity verification, and other verification processes are carried out by honesto and third parties commissioned by honesto (e.g., for identification of the contracting party). You must provide honesto with all the required documents and information necessary for registration. honesto and any commissioned third parties have the right to contact you.
2. honesto reserves the right not to accept your registration without giving reasons and thus not to allow you to use the honesto App. After successful registration, you will receive a confirmation from honesto.
3. It is your responsibility to keep your login credentials secure, choose a secure password, and change it regularly. honesto assumes no liability for transactions that are initiated and executed by another person using your login credentials.
4. If you become aware of misuse of your honesto account, you must report this to honesto immediately. The report must be made by telephone at +41 43 377 12 70 or by email at compliance@honesto.swiss. honesto will block your account upon receipt of the notification.
5. The user warrants not to use the honesto App for illegal activities of any kind.

1. Limited Software License

1. honesto grants the user the rights to use the honesto App under the terms set forth in these GTC.
2. In particular, honesto grants the user a personal, worldwide, free, non-transferable, non-exclusive, revocable, and non-sublicensable license to: a. download, install, and use the honesto App on one or more mobile devices running an operating system supported by the honesto App; and b. access and use the honesto App for non-commercial purposes.
3. honesto reserves all rights, title, and interest in and to the honesto App worldwide, including but not limited to all copyrights, trademarks, trade secrets, trade names, proprietary rights, patents, titles, software codes, audiovisual effects, themes, characters, character names, stories, dialogues, settings, artworks, sound effects, and musical works.
4. The honesto App may not be copied, reproduced, or distributed in whole or in part in any form or medium without the prior written consent of honesto. All rights not expressly granted to the user herein remain reserved by honesto.
5. The user acknowledges and agrees that the software provided by honesto may automatically download and install upgrades, updates, or other new functions and may regularly send log data to honesto. The user can adjust these automatic downloads via the settings on their mobile device. These updates and upgrades serve to improve and expand the honesto App and may contain bug fixes, extensions, and new modules. honesto may update and expand the honesto App at any time and without prior notice.
6. From time to time, honesto may offer new “beta” features or tools for users to experiment with. Such features or tools are offered solely for experimental purposes and without any warranty and may be changed or discontinued by honesto at its discretion.
7. The user may not sell, rent, lease, assign, distribute, copy, modify, or host the honesto App, nor may the user adapt, merge, derive, disassemble, decompile, recompile, attempt to determine the source code, or reverse engineer any part of the honesto App, except to the extent that such restrictions are expressly prohibited by applicable law.

1. Trading via the honesto App

1. honesto aggregates price information from multiple crypto trading platforms via the honesto App and allows users to place orders for buying or selling cryptocurrencies directly through the honesto App.
2. Settlement of trades is done directly between the user and honesto AG.
3. Purchase or sale orders via the honesto App can be placed 24/7 and are immediately displayed in your honesto account. The actual settlement of trades takes place once daily.
4. After 30 days of inactivity (no trades), we will regularly remind customers via email. After 60 days of inactivity, action will be taken as per point 32.

1. Omnibus Account

1. honesto maintains an omnibus account with InCore Bank AG under the designation “honesto Client Transaction Account,” through which the purchase and sale orders of the honesto App are processed.
2. Funds deposited by you are not segregated but held together with funds from other users of the honesto App in an omnibus account at InCore Bank AG. However, they are not held together with funds of honesto AG. Funds economically attributable to honesto AG itself are credited to a separate account of honesto AG at InCore Bank AG.
3. Dispositions over the balance of the honesto Client Transaction Account are made exclusively when initiated by the user via the honesto App. Exceptions are dispositions according to clause 28.
4. InCore Bank AG has access to individual user information at the level of the honesto App, including current account balances, at all times and receives these at least once daily. InCore Bank AG thus has access to all user information and current account balances at any time and is therefore able to allocate balances to individual users even in the event of a failure of the honesto App.

1. Depositing Money

1. After registration, you have the option to deposit money into the honesto Client Transaction Account at InCore Bank AG to purchase cryptocurrencies. Currently, deposits are possible in the following currencies: Euro (EUR) and Swiss Franc (CHF). If other currencies are transferred, they will automatically be converted to CHF.
2. The first deposit of funds by a user into the honesto Client Transaction Account is considered an identification transfer within the meaning of clause 33 of FINMA Circular 2016/7. The deposit must be made from a bank account that meets the relevant requirements.
3. The minimum deposit amount is CHF 200.00 or EUR 200.00.
4. We do not charge any fees for depositing CHF or EUR.

1. Buying Cryptocurrencies

1. Currently, you can purchase Bitcoin (BTC), Ethereum (ETH), and other cryptocurrencies via the honesto App. honesto intends to regularly expand the honesto App concerning additional cryptocurrencies.
2. If a user places a buy order, the honesto App will: a. instruct the market maker to make the necessary purchases at the best available price on one of the available crypto trading platforms and transfer the purchased cryptocurrencies to an omnibus crypto wallet held and managed by InCore Bank AG for the benefit of the users of the honesto App; and b. instruct InCore Bank AG to transfer the necessary amounts for the purchase price payment from the honesto Client Transaction Account to the market maker. c. Cryptocurrencies acquired on your behalf and at your expense are not segregated but held together with cryptocurrencies of other users of the honesto App in an omnibus wallet at InCore Bank AG. Only InCore Bank AG has control over the private keys of this omnibus wallet.
3. Buy orders are only executed, or only to the extent that sufficient assets are available to cover the purchase price. If multiple buy orders are entered consecutively, possibly concerning several cryptocurrencies, and the required coverage is not available, the orders received first will be executed proportionally.
4. If a user has deposited fiat amounts exceeding the amount required for the purchase of the desired cryptocurrencies, these will be used after 14 banking days at the instruction of the honesto App to purchase more of the cryptocurrencies last acquired by the user.
5. REFUND AND/OR PURCHASE OF CRYPTOCURRENCIES: For regulatory reasons, user funds in the honesto Client Transaction Account may only be held for a maximum of 60 days. Therefore, honesto reserves the right to refund user funds to the account from which they were deposited after the 60-day period or automatically convert the funds into Bitcoin and/or Ethereum. The decision to refund and/or convert into Bitcoin and/or Ethereum is solely at the discretion of honesto.

1. Selling Cryptocurrencies

1. If a user places a sell order for cryptocurrencies, the honesto App will instruct InCore Bank AG to transfer the corresponding cryptocurrencies from the omnibus wallet to a wallet of the market maker and instruct the market maker to sell the received cryptocurrencies and transfer the sale proceeds to the honesto Client Transaction Account.

1. Payout and Transfer of Assets

1. Users have the option to transfer funds from the honesto Client Transaction Account to a bank account specified at registration. InCore Bank AG will carry out the transfer within a maximum of 14 banking days.
2. Users currently have no possibility to transfer cryptocurrencies from the omnibus account at InCore Bank AG to another wallet. If the user wishes to withdraw the corresponding assets, they must first sell the cryptocurrencies and can then have the sale proceeds paid out.

1. Costs

1. Registration costs for natural persons: For the registration of a natural person in the honesto App, the user owes honesto CHF 19.50 or EUR 19.00 in the case of video identification. The registration costs are deducted from the user’s first deposit into the honesto Client Transaction Account and forwarded to honesto.
2. Registration costs for legal entities: The costs for the registration of legal entities are calculated based on the effort at an hourly rate of CHF 120 (plus VAT). honesto is entitled to make a cost estimate and require an appropriate cost advance from the user.
3. Transaction costs: For each purchase or sale of cryptocurrencies, the user owes honesto transaction costs depending on the transaction value as follows: 1% per transaction. The transaction costs are displayed to the user before executing a purchase of cryptocurrencies and immediately forwarded to honesto after the user confirms the purchase. In the case of selling cryptocurrencies, the forwarding takes place immediately after the sale.
4. Custody costs: The user owes honesto the following amounts for the custody of assets in connection with the honesto App: 0.5% p.a. Custody costs are invoiced quarterly and forwarded from the balance in the honesto Client Transaction Account to honesto.
5. We reserve the right to pass on changes in custody costs from our partner InCore Bank AG to the user.
6. Withdrawal fees: If the user wishes to withdraw EUR or CHF from the honesto App to their bank account, a withdrawal fee of CHF 2.00 or EUR 7.50 plus any third-party charges per withdrawal will be charged.
7. Refund costs: In the case of a refund according to clause 32, the user owes honesto an amount of CHF 200. If honesto decides to purchase cryptocurrencies instead of a refund, the usual costs are owed (transaction and custody costs).

1. Risks

1. The user is aware that using the honesto App and, consequently, executing purchase or sale orders regarding cryptocurrencies via the honesto App and processing purchase and sale orders through an omnibus account at the mentioned bank are associated with technical, economic, and legal risks.
2. The provision of the honesto App and the information contained therein do not constitute a recommendation to sell or an invitation to buy or sell cryptocurrencies. The decision to place specific purchase or sale orders is solely the responsibility of the user.
3. honesto does not offer investment advice or the like and does not check whether the desired investment or divestment is appropriate or suitable for the user.
4. By accepting these GTC, the user expressly and irrevocably agrees to fully and unconditionally assume all risks (including direct, indirect, or additional risks) associated with using the honesto App.
5. honesto recommends that the user consult their financial and insurance advisor before using the honesto App and seek advice regarding the risks associated with using the honesto App.

1. Disclaimer of Liability and Limitation of Liability

1. To the extent permitted by applicable laws, regulations, and rules, and unless otherwise specified in these terms, honesto hereby excludes any liability for damages and consequential damages (both direct and indirect) arising from or resulting from the use of the honesto App and in particular does not assume any liability for (not exhaustive): a. a failure, malfunction, or other problems in connection with using the honesto App; b. the use of the honesto App in connection with money laundering, terrorist financing, or other actions that violate applicable laws, regulations, or rules; c. omissions or delays concerning purchase and/or sale orders placed by the user; d. failure, malfunction, breakdown, or interruption of the operation of the honesto App or any tools, systems, and platforms relied on by the honesto App, in particular but not limited to due to hacks, cyber-attacks, vulnerabilities, defects, programming or source code errors, or otherwise, regardless of when such failure, malfunction, breakdown, or interruption occurs; e. viruses, errors, bugs, defects, or other adverse effects on the operation, functionality, use, storage, and transmission mechanisms of the honesto App; f. the tasks assigned to InCore Bank AG concerning the omnibus account and omnibus wallet, in particular but not limited to account management, credits, debits, wallet management, and custody of private keys; g. the refusal of InCore Bank AG to accept a user and/or instructions or actions of InCore Bank AG concerning the acceptance of funds from this user; h. the tasks assigned to the market maker concerning the purchase and/or sale of cryptocurrencies; i. indirect, special, incidental, consequential, or other losses of any kind, whether arising out of tort, contract, or otherwise (including but not limited to loss of revenue, income, or profits, as well as loss of use or data) arising out of or in connection with the use of the honesto App;
2. In any case, honesto’s total liability arising out of tort, contract, or otherwise in connection with using the honesto App is limited to the order volume placed by the user;
3. The user hereby agrees, to the extent legally permissible, to waive all rights to assert claims under applicable laws, regulations, and rules and to assert any claims solely based on these GTC;

1. Indemnification

1. To the extent permitted by applicable laws, regulations, and rules, the user will indemnify, defend, and hold harmless honesto and/or its subsidiaries, affiliates, directors, officers, employees, agents, successors, and permissible legal successors (“indemnified persons”) from and against any claims, damages, losses, actions, proceedings, expenses, and/or liabilities of any kind whatsoever arising out of or in connection with any breach of a warranty, representation, or obligation hereunder by the user or caused by the user.

1. Termination

1. The user may terminate the use of the honesto App at any time with immediate effect. The honesto App offers a corresponding selection option under the account settings. Already confirmed actions (such as purchases of cryptocurrencies) will still be executed.
2. honesto reserves the right to terminate the contractual relationship with a user at any time and with immediate effect and/or restrict and/or block a user’s access to the honesto App.
3. If a user terminates their honesto account or if it is terminated by honesto, all outstanding costs become due immediately.
4. In the event of termination, after deducting all outstanding costs, any remaining positive balance will be transferred to the bank account specified by the user at registration. Cryptocurrencies will be sold beforehand, and the sale proceeds will be taken into account in calculating the balance.

1. Local Access Restrictions

1. The honesto App may contain information and opinions about products that may not be traded in certain jurisdictions or may be subject to registration or approval requirements. It is not intended for persons for whom the use or access to the honesto App (due to the person’s residence/location, nationality, or other reasons) would violate applicable laws or regulations. Such persons are not permitted to download and/or use the honesto App. This applies in particular to US citizens and/or persons residing in the United States of America.

1. Taxes

1. The user is responsible for determining and paying all taxes and duties, including but not limited to sales, use, transfer, value-added, withholding, and other taxes and/or duties that may be assessed, imposed, or collected in connection with using the honesto App, acquiring, holding, or selling crypto-assets, or otherwise in connection with any action, inaction, or omission by the user.
2. honesto recommends that the user consult their tax advisor before using the honesto App and seek advice regarding the tax implications of using the honesto App.

1. Data Protection

1. The privacy policy of honesto applies.

1. Entire Agreement and Changes

1. These GTC constitute the entire agreement and understanding between the user and honesto and supersede all prior agreements, understandings, or arrangements (both oral and written) regarding the use of the honesto App.
2. honesto reserves the right to change, adjust, modify, or replace these GTC at any time without the user’s consent. This may include restrictions on access or use of the honesto App. The user will be informed of such changes when restarting the honesto App. By continuing to use the honesto App, the user accepts the changes.

1. Applicable Law, Dispute Resolution, and Jurisdiction

1. These GTC and the relationship between the user and honesto are exclusively governed by Swiss law, to the greatest extent possible excluding international conventions, insofar as exclusion is permissible and possible.
2. In the event of a dispute between honesto and a user, the following procedure applies: a. The user must notify honesto in writing, stating the nature and full details of the dispute and enclosing the relevant evidence. The notification must be addressed to the following address: Email: info@honesto.swiss or in writing to: honesto AG Soodstr. 59 8134 Adliswil Switzerland b. Upon receipt of such notification, honesto will contact the user, and the parties will attempt to resolve the dispute in good faith.
3. If the parties are unable to resolve the dispute within 30 days of the notification in accordance with clause 63, either party may initiate proceedings concerning the dispute (but not before the expiration of this period).
4. The courts of Adliswil, canton of Zurich, Switzerland, shall have exclusive jurisdiction to adjudicate disputes and claims arising out of or in connection with these GTC.