General Terms and Conditions

Article I. – Introductory Provisions and Terms

1.1 For the purpose of these General Terms and Conditions, the following capitalised terms have the following meaning:

1.1.1 Company – OpesFidelio, s.r.o., ID 28224981, kept at Municipal Court in Prague, file C, 133603, with its registered office at Pitterova 2855/7, Žižkov, 130 00 Prague 3;

1.1.2 Client – natural or legal entity who is or is to become a party to a contractual relationship on the basis of the Contract (defined below) with the Company;

1.1.3 Contracting Parties – Company and Client;

1.1.4 GTC – our General Terms and Conditions;

1.1.5 Contract for the Provision of Advisory Services – contract concluded between the Company as a manager and Client as a customer of which the subject is the provision of independent advisory and analytical services to the extent agreed in the relevant contract;

1.1.6 Portfolio Management Agreement – contract concluded between the Company as a manager and Client as a customer of which the subject is the provision of investment services to the extent agreed in the relevant contract;

1.1.7 Contract – Contract for Provision of Advisory Services or Portfolio Management Agreement, depending on the context together also as “Contracts”;

1.1.8 Documents – document to which our GTC refer and thus are integral part of them (especially the Information Sheet of Securities Trader including its Annexes and Personal Data Protection Policy);

1.1.9 CNB – Czech National Bank;

1.1.10 ZPKT – Act No. 256/2004 Coll., Capital Market Enterprising Act, as amended;

1.1.11 CC – Act No. 89/2012 Coll., Civil Code, as amended;

1.1.12 Trove – internal system of the Company, trademark Money-Trove.

1.2 The Company issues our GTC explaining the condition under which the Company provides services according to Client Contracts detailing selected rights and obligations of the Contracting Parties to the Contracts. Our GTC is an integral part of our Contracts, with the proviso that the deviating provisions in the Contract take precedence over the relevant provisions of the GTC. By signing the Contract, the Client confirms that they have read our GTC, including the related Documents thus expressing their consent to them and undertake to fulfil all obligations imposed on them by our GTC.

1.3 The provisions of the Contracts and our GTC stipulate the rights or obligations of Clients shall apply appropriately to persons acting on behalf of Client based on a power of attorney or another authorisation. A client’s representative is obliged to submit a power of attorney or other document proving the right to act on behalf of the Client to the Company at least when carrying out a specific legal action on behalf of the Client.

1.4 The Company declares that in the sense of the subject of its business it is:

• independent intermediary of consumer credit pursuant to Section 17, para. 1 of Act No. 257/2016 Coll., On Consumer Credit, as amended;
• independent intermediary of insurance pursuant to Section 6 of Act No. 170/2018, On Distribution of Insurance and Reinsurance, as amended;
• independent intermediary of supplementary pension savings pursuant to Section 77, para. 1 of Act No. 427/2011 Coll., On Supplementary Pension Savings, as amended.

Article II. – Right And Obligations of The Contractual Parties

2.1 The Company is obliged to provide services according to the legal regulations that regulate its activities or relate to them, and the valid licence from the CNB, which determine the maximum possible scope and content of the provided activities regulated by the CNB.

2.2 Under the Contract the Company is entitled to provide services or their partial aspects to the Client through a third party with whom the Company is in a contractual relationship and meets all conditions relating to its activities stipulated by law, the Contract or our GTC. The Company is liable for fulfilling obligations towards the Client through a third party as if it had fulfilled them itself.

2.3 The Company is obliged to act in a qualified, honourable, transparent, and fair manner when fulfilling its obligations towards its Clients.

2.4 The Company is obliged to categorise the Clients according to ZPKT, connected with the provision of services to Clients based on the Contracts. The categorisation of Clients determines the degree of protection provided to the Clients concerning their knowledge and experience with investing in capital markets.

2.5 Prior to the provision of services, the Client is obliged to provide the Company with information based on which the Company will evaluate and assess whether the provision of services to the Client is following their interests and appropriate concerning their economic situation and set goals. The Company is for such purposes entitled to request information from the Client on their expertise and experience in investing, their financial situation and background, their investment objectives, as well as other data necessary for the previously stated purpose, and the Client is obliged to provide to the Company such information. The Client acknowledges that if they give the Company incomplete, false, or inaccurate information or they refuse to provide the Company with the necessary information, or if the Company evaluates that the required investment service does not correspond to the Client’s expertise, experience, financial background, or investment objectives based on the provided information, the Company has the right to refuse to provide the required investment service, of which it would notify the Client. The Company cannot be subsequently held responsible for advice provided where the client has not met the obligation to provide full and accurate information.

2.6 If a representative acts on behalf of the Client based on a power of attorney or legal authorisation, only one designated representative is entitled to provide the Company with information about the Client mentioned in the above paragraph.

2.7 The Client is obliged to inform the Company of any changes concerning their personal information immediately after finding out their occurrence and that in writing. Upon the Company’s request, the Client must update the information necessary for the Company’s proper provision of services and inform the Company about the updates.

2.8 By signing the Contracts, the Client is liable for and declares that the funds and/or investment instrument related to the services provided by the Company are owned by the Client, were acquired legally and the Client carries the right to dispose of them freely.

2.9 The Client is liable for ensuring that the funds and/or investment instruments related to the services provided by the Company do not come from criminal activity or were obtained by transfer or conversion for funds and investment instruments derived from crime and/or other legally reprobated process.

2.10 The Client is not entitled to provide third parties with the recommendation, advice or instruction content received by the Company within fulfilment of the subject of the Contract or to make the content of advice or services publicly available.

2.11 The company excludes under-age clients (clients of age under 18) from service provision.

2.12 The Company warns clients that it is obliged to record all communication related with the provision of investment services. For this reason, there are telephone calls and electronic communication (online meetings, e-mails) between clients and the Company, including its tied agents, relating to investment services, all recorded, and the records obtained are archived in accordance with regulatory requirements for at least five years. The Company makes these records, relating to the client, available to the client at his request. The request can be submitted by the procedure for filing complaints and claims.

Article III. – Communication

3.1 For general methods of communication, clients can communicate with the Company by phone, e-mail or in person. Alternatively, they can use the contact form published on the above-mentioned website. Clients can communicate with the Company through their chosen tied agent, which is registered in the list of tied agents maintained by the CNB.

3.2 Based on the instructions from the Client to whom the services are provided the Company performs operations with investment instruments (e.g., purchase, sale, other transfers). The Client is entitled to give the Company only such an instruction that corresponds to the scope of their right to dispose of the relevant investment instruments or funds to which the instructions relate. By giving an instruction to the Company, the Client declares that they are entitled to dispose of the relevant investment instruments or funds and that such disposition is in full compliance with the law. If in doubt, the Client is deemed to have the necessary authorisation to issue an instruction related to the relevant investment instruments or funds.

3.3 Instructions from clients will only be accepted exclusively in writing, unless otherwise agreed between the Company and the Client. The Client’s instructions must be signed by the Client and handed over to the Company at a meeting of the Client with a tied agent of the Company provided that the Client is identifies by verifying their identity.

3.4 The Company reserves the right not to accept instructions given remotely. If in doubt, the Company has the right to try to verity the correctness and legitimacy of the submission of the instructions in another suitable way for it to be verified that the submitted instructions in question are the real intentions of the Client.

3.5 The Company communicates with the client exclusively in Czech and English.

Article IV. – Information On Provided Services

4.1 The Company is authorised to provide its Clients with the following investment services (“Investment Services”):

a. receiving and transmitting instructions on investment instruments – the main investment service in the sense of §4, para. 2, letter a) ZPKT (hereinafter referred to as “receiving and transmitting instructions”);

b. management of client’s assets, if it includes an investment instrument, on the basis of discretion within the contractual agreement – the main investment service in the sense of §4 para. d) ZPKT (hereinafter referred to as “discretionary portfolio management”);

c. investment advice on investment instruments – the main investment service in the sense of §4, para. 2, letter e) ZPKT (hereinafter referred to as “investment advice”);

d. investment research and financial analysis or other forms of general recommendations concerning trading in investment instruments – additional investment service in the sense of §4, para. 3, letter d) ZPKT (hereinafter referred to as “investment research”).

4.2 All the listed Investment Services are provided by the Company in relation to investment securities (according to § 3 para. 1 letter a) ZPKT) and collective investment securities (according to § 3 paragraph 1 letter b) ZPKT) – the specification of used investment instruments is listed below. These services are also provided by the Company through tied agents within the meaning of § 32 ZPKT, who are entered in the list of tied agents of the Company maintained by the CNB in the Czech Republic.

4.3 The Company hereby informs Clients that the above-listed Investment Services are informative, and the Company is not obliged to provide all of the Services for which it is authorised, nor to provide Investment Services in relation to all investment instrument mentioned in paragraph 4.2 of our GTC. The Company’s right to provide Investment Services does not automatically authorise the Client to receive them.

4.4 The Company will provide the client with the following information about the services provided (through the system of the Company – Trove, in printed form or by e-mail, according to the agreement with the client within the Contract):

a. basic information on executed instruction or transaction, without delay one working day after executing client’s instructions or transaction on behalf of the client,

b. a quarterly summary statement of transactions carried out on behalf of the client in the provision of the service of asset management and state of their assets,

c. once a year, a statement containing information on all costs and fees associated with the investment instruments as well as investment services and related fees related to the investment provided services and any incentives provided to the Company in connection with the services provided investment services to the client and which it has transferred to the client, all for the past calendar year,

d. information about a decrease of 10% and then multiples of 10% of the total value of assets under management as part of the asset management service, no later than the end of the business day on which threshold value exceeded, or, if the threshold value exceeded on a non-working day, by the end of the following working day.

4.5 In addition to the information provided in paragraph 4.4 with which the Company provides the Clients, the Company may publish information of a general nature concerning investment recommendations, capital markets, analysis of investment opportunities or subjective courts relating to specific investment instruments, and that on its website or in the Trove system. Clients acknowledge that this general information is not individualised with regard to the needs of the Client, and is thus not tailored to their specific needs, objectives, experience, and possibilities. Although the Company proceeds with professional care and in accordance with legal regulations in creating and providing them, the content is not created in accordance with the rules applied in the individualised investment advice area. The Company is not liable for losses caused by their use while leaving it to the Client’s discretion whether to use the information in question or not.

4.6 The Company does not provide the Client with any legal, tax, accounting, or other similar advice in connection with the provided services which does not fall within the scope of the Company’s activities and the Client accepts that the Company is not responsible for such advice, and in particular is not responsible for updating the client to legislative changes, and cannot advise the client on international tax matters (those outside the Czech Republic) even where advice is provided by the company outside the Czech republic through services or branches.

Investment advice and discretionary portfolio management

4.7 The Company provides investment advisory services independently, which means that it must comply with the rules and obligations mentioned below in this section.

4.8 When providing independent investment advice and discretionary portfolio management, the Company does not collect or retain any commissions from providers or distributors of investment instruments and, if it receives commissions in this regard, transfers them to the designated client account without undue delay after receiving them.

4.9 Providing this service is based on an analysis of all types of investment instruments, to which the Company is authorised to provide investment services, i.e.:

• investment securities (shares, bonds, and similar foreign securities), and
  • investment securities according to § 3 para. 2 letter a) ZPKT – shares or similar securities representing a share in a legal person
  • investment securities according to § 3 para 2 letter b) to e) ZPKT – bonds or similar securities which the right to reply a certain amount owed is associated with (hereinafter referred to as „bonds“)
• collective investment securities, which are:
  • common (non-exchange traded) investment funds, both collective investment funds – i.e., funds intended for ordinary retail clients and funds of qualified investors – for more types of funds, see further information on investment instruments,
  • exchange trading funds (ETFs),
    – ETFs, which follow certain index (e.g., S&P500), and then synthetic ETFs which follow certain background assets or spread;
  • and wide range of investment instrument of the same type.

4.10 The Company is required to assess a sufficient number of investment instruments available on the market that are sufficiently diverse in terms of their type and the issuers or persons creating them, so that the client’s investment objectives can be adequately met. The Company takes into account all investment instruments to which it has access through contracts concluded with entities authorized to execute instructions that can be offered to investors in the Czech Republic, meaning recommended (especially with regard to the obligation to provide regulatory documents according to UCITS and PRIIPs regulations – see below Information on specific investment instruments) and which are intended for (i) non-professional clients in terms of the target market. When selecting suitable investment instruments, the Company considers a number of factors, in particular their risk, the target market defined by the creator and specified by the Company and its compliance with the characteristics, goals and needs of a particular client, complexity, cost and liquidity. For more details, see the chapter Methods of analysis, investment strategies and risk of loss.

4.11 The Company in the framework of the provision of independent investment advice does not recommend or, in the service of discretionary portfolio management, does not buy into client portfolios no investment instruments issued or made by the Company (as she herself no investment instruments not issued or create), the persons with whom it is closely linked, or other persons, with which it has a financial, business or other contractual relationship which would pose a risk of undermining the independence of investment advice. Although, the Company also considers investment instruments issued by companies with which it has a contractual relationship (only common investment funds) on the basis of which the distribution of the investment instruments to receive a commission in the context of these services is the duty of any commission without undue delay transfer the client to the risk of a conflict of interest and thus a breach of the independence of investment advice is excluded.

4.12 The Company provides investment advice, the so-called portfolio approach. In this case, it has a written contract with the client regulating the provision of this investment service Portfolio Management Agreement and within this service it also provides the client with a regular evaluation of the suitability of the client’s portfolio of investment instruments. This form of advice is offered as the primary approach, in the event that the client agrees to the Company providing him with a comprehensive advice service regarding his entire portfolio in the form of a financial plan and has a sufficient volume of assets for these purposes (see below). This service is then remunerated on the basis of a Contract in the form of a fee paid by the Client.

4.13 The Company provides a regular suitability assessment service at least on an annual basis, reassessing client information that may have changed in the past period and changes in the value or risk of investment instruments previously recommended to it, in terms of whether the client’s overall portfolio is still suitable for him. Updated recommendations are communicated to clients in the form of an update of the financial plan. Further details are provided below in the Financial Planning Services section.

4.14 In the event that the client does not want to be provided with a comprehensive financial advisory service on the basis of a contract, but only wants one-time advice on a specific investment, the Company provides one-time advice to such a client. In such case, no written contract of advisory is concluded with the client and the service of regular suitability assessment is not provided. Even in this case, the Company does not receive or retains any commissions provided by the product creator.

4.15 In both cases, the Company will provide the client with a statement of suitability containing information on the provided investment advice and how the provided investment advice is performed prior to any transaction on a durable medium (usually in printed form, or in electronic form, if the Client has chosen such a form and other conditions from the Contract or from our GTC are met). In the case of advice provided by the portfolio approach, this statement is part of the prepared Financial Plan. In the case of one-off advice, this statement is part of the minutes of the meeting.

4.16 When the Company provides discretionary portfolio management, it is entitled to act on behalf of the Client in all acts and operations deemed appropriate and expedient within the Contracts’ scope, our GTC and all their components to reach the agreed objectives. In particular, to conclude the purchase contract, sale, deposit, subscription, or other operations related to the Client’s portfolio and its components, while the Company undertakes to proceed with professional care. The Company is entitled to use the services of third parties for such acts and operations.

4.17 While providing portfolio management, the Company will proceed in a manner aimed at the managed portfolio’s optimal performance considering the provisions in the Contracts, our GTC and all their components determine the allowable level of risk. The Company does not guarantee the Client a specific value growth of the managed portfolio at any time. Regarding the dynamics and volatility of the market environment, the Client acknowledges that portfolio management is associated with risks that do not guarantee its unconditional return.

4.18 The Client is entitled to have investment instruments as a part of the managed portfolio based on the Contract, exclusively through the Company, under the Contract, our GTC and all its components. The Client is not entitled to give the Company binding instruction to operate with investment instruments which are a part of the managed portfolio based on the Contract.

4.19 The Company manages the Client’s portfolio, i.e., its components (instruments) for the period for which the components in question are available in the managed portfolio unless otherwise agreed in the Contract.

4.20 The managed portfolio includes all instruments purchased by the Company for the Client from the concluded Contract date or otherwise obtained for the Client and funds that will be credited to the Client’s account in favour of the managed portfolio and all income from individual investment in the managed portfolio (e.g., capital gains, interest, dividends, or paid coupon). If the Client receives any performance from a third party arising from the assets contained in the managed portfolio under the Contract, such performance will for remuneration calculation be considered as the yield of the managed portfolio.

4.21 For proper portfolio management, the Client is obliged to provide the Company with all cooperation necessary in particular, granting the Company a power of attorney, if required.

Financial planning services

4.22 When providing an investment advisory service with a so-called portfolio approach, the Company prepares recommendations for the client in the form of a written investment plan (hereinafter referred to as the “plan”).

4.23 The plan shall contain in particular the following information:

• Client’s investment objectives including:
  • Client’s risk profile,
  • Client’s financial background and capacity for loss,
  • specific Client requirements and needs,
  • time horizon and its fulfilment;
• Client’s knowledge and experience about investments;
• fees and costs of investments and investment services;
• recommended portfolio composition;
• risk warning.

4.24 Through a personal discussion and a comprehensive process of gathering information, the Company determines Clients’ approach to risk and capacity for loss, their goals, tasks, time horizon and investment needs, and use the information obtained to determine which investments are most suitable to meet these needs. The suitable portfolio of investments is recommended to the Client with regard to the Client’s recorded approach to risks.

4.25 The Company reserves the right to recommend portfolio adjustments (e.g., to order) or recommend allocation spread over two or more different portfolios or select and recommend a specific group of investments to the Client if this can achieve the Client’s objectives more effectively.

4.26 After determining the portfolio, the Company does not provide the Client with an Investment Recommendation, which includes the Company’s proposal and investment recommendation. The Client acknowledges that this recommendation may be in English. The Client can decide whether he wants to use the discretionary portfolio management service – then the Company manages the portfolio (or portfolios) in accordance with the mandate given by the Portfolio Management Agreement or whether they want to invest themselves as part of investment advisory and instruction services.

4.27 The Client is not obliged to have their investment instruments or funds according to the Company’s given recommendations in the Contract’s subject’s performance. It is at the Client’s discretion whether to follow the Company’s recommendations. The Client is not entitled to any claim or compensation from the Company for any damage that occurs in connection with the procedure according to the Company’s recommendation (or on the contrary in connection with non-compliance with the recommendation) under the Contracts, as the Client bears full responsibility for a specific investment decision.

4.28 The Company maintains up-to-date information on Client’s compatibility with provided services by revising the plan at least once a year to ensure the initial portfolio recommendations constant suitability and the management of the Client’s account consistent with their knowledge, experience and needs. Regarding this, the Client is obliged to notify the Company of any significant changes in its financial situation that could affect its position, capabilities, and objectives.

Article V. – Receiving, Transmitting and Rules of Executing Instructions

5.1 The Company accepts client instructions exclusively in writing via the Company’s established order form. The client may also submit instructions for transactions resulting from the advice provided by the Company himself on the basis of his own contract with another person authorised to receive and transmit or execute instructions, whereas before submitting such individual instruction, he is obliged to identify such other person to the Company and prove their authority.

5.2 The Company does not execute client instructions itself but transmits them to other securities traders or investment companies with which it cooperates for execution.

5.3 Detailed information on the rules that the Company applies when transmitting execution instructions is provided in the Annex I. of the Securities Trader Information Sheet. The current version of this sheet is available on the Company’s website.

Article VI. – Investment Instruments, Risks, Analysis And Strategies

6.1 The Company hereby refers the client to the Securities Trader Information Sheet, its current version is available on the Company’s website, where the client will find detailed information especially on

• investment risks;
• target market;
• investment securities and related risks;
• collective investment securities and related risks;
• analysis methodologies and related risks; and
• investment strategies and related risks.

Article VII. – Client Categorisation

7.1 In accordance with ZPKT the Company recognises the following categories:

• non-professional clients, meaning such clients which are not professional clients;
• professional clients, and
• eligible counterparty.

7.2 The Company categorises all clients as non-professional clients so as to provide them with maximum protection.

Article VIII. – Charges And Service Fees

Fees and annual investment services

8.1 Based on the contract, fees for services offered in connection with the plan will be agreed upon at the beginning of the contractual relationship with the client. The Client undertakes to duly acquaint himself with the content of the Contract submitted to him by the Company for conclusion.

8.2 By signing the Contract, the Client undertakes to pay the Company a fee and reimburse the costs associated with the provision of investment services by the Company in the amount and the manner specified in the Contract and our GTC or their components.

8.3 Remuneration for annual investment services (hereinafter referred to as “AIS”) will be charged according to the Fee Schedule

8.4 The schedule of fees and their mature date is arranged for each Customer individually, where their rate falls within the above-mentioned ranges. The schedule of fees is determined mainly by situations and needs of the Customer, where there must be taken into account the complexity of Customer´s situation, circumstances and needs, the character and value of assets which should be managed, the agreed method of Customer´s portfolio management, requirements for reporting and other factors. The particular annual schedule of fees will be included in the Contract between the Company and the Customer.

8.5 The Company also provides clients with comprehensive information on the total anticipated costs and charges relevant to the investment services provided and recommended investment instruments or cost of the investment portfolio, as part of the Financial Plan. Once a year the Company provides a report to the client with information about all the real costs and charges of related investment instruments which the client had or has within the managed assets through the provided services, and investment services which have been provided by the Company. This does not include insurance, trust or pension products.

8.6 The Client acknowledges that investment instruments income and their potential return may be subject to taxation or charge obligations. The Client acknowledges that the Company does not ensure the payment of any taxes or fees for the Client unless expressly stated, and the Client bears full responsibility for their payment.

8.7 The amount of fees or renumeration for the Company´s services stated in Contracts, these GTC or in their components, do not include Customer´s fees and expenses which can result from the communication with the Company, such as telecommunication services costs or costs related to software or hardware arrangement in the purpose of communication with the Company.

8.8 This minimum account value detailed in the Fee Schedule can, under certain circumstances, be regulated by an agreement between the Company and the Client in the form of the Contract. The Company reserves the right to group related Client accounts (e.g., accounts of one Client) registered with the Company to determine the annual fee (and to achieve the minimum amount of AUM).

8.9 The Company reserves the right to adjust the fee schedule in justified cases regarding a specific Client or one of its accounts considering the size and type of the account and the required service. As a result of such adjustment various fees may apply for similar service within the agreement between the Company and the Client. Such fees are subject to mutual agreement, it does not exclude that such adjusted fees are lower than those agreed in the Contract or our GTC.

8.10 Settlement of prepaid fees in case of termination of the Contract: Unless stated otherwise in the Contract, in case of termination of the Contract concluded between the Client and the Company, the Client is entitled to refund of any fees paid in advance in accordance with the Contract, as a proportion of the payment of services that cannot be provided by the Company as a result of termination. The to-be-refunded proportion of the prepaid fees is calculated according to the ratio of the remaining days from the termination date to the end of the period for which the fees were paid in advance. Such fees will be refunded to the Client no later than 30 business days from the date of termination of the Contract or Client’s account (whichever comes last) and it will be refunded to the Client’s bank account, or other account if directed by the Client, and it is possible to do without further charges for the Company.

8.11 Other fees and expenses: All fees paid to the Company for services provided based on the Contracts are separate and different from the fees and expenses charged by mutual funds and exchange-traded funds (ETFs) to their shareholder or associate. In the case of mutual funds, these fees and expenses are specified in the prospectus of each fund. These fees will generally include a management fee, other fund expenses and a possible distribution fee. If the fund also charges sales charges, the client may pay an initial or deferred sales charge depending on the terms of the fund. The Client acknowledges they can invest in the fund directly, without the services of the Company.

8.12 Additional Fees and Expenses: In addition to the Company’s advisory fees paid in accordance with the Contracts, clients are also responsible for the fees and expenses charged by administrators and deposited by securities dealers in accordance with their current charge schedule. These fees may include, but are not limited to transaction fees, fees for duplicate statements and transaction confirmations, and fees for electronic data sources and reports. These fees and costs are resolved by a contract between the client and the relevant third party.

8.13 Fees in general: Clients acknowledge that similar advisory services that are provided to them by the Company in accordance with the Contracts may (or may not) be available from other companies on the market for similar or lower fees.

Article IX. – Contract Conclusion, Duration and Termination

9.1 The Contracts may be concluded in paper form in presence of both Contracting parties or their authorised representatives, unless otherwise expressly agreed between the Contracting Parties for each individual case.

9.2 The legal relation of the Contracting Parties prior to the conclusion of the Contract are governed by the Czech law, especially the Civil Code. The Company will provide the Client with the contractual conditions and other data in the Czech or English language, while it will also communicate with the Client in these languages for the duration of the Contract.

9.3 If the Contract is concluded using means of distant communication which enables the conclusion of the Contract without the Contractual Parties or their representatives physically present, the Company is obliged to provide information pursuant to § 1843 of the CC to the Client. The Contract may be concluded using means of distant communication provided the Client has not refused their use.

9.4 The costs of using means of distant communication in concluding the Contract do not differ from the basic rate and each Contracting Party bears these costs for their use.

9.5 If the Company does not provide the Client with the information pursuant to § 1843 of the CC, the Client has the right to withdraw from the Contract concluded remotely within 3 months of finding out this breach of Company’s obligation. The Client has the right to withdraw from the Contract concluded remotely without giving a reason and without sanction within 14-day period from the date the Client received information pursuant to § 1843 of the CC, if this information was provided after the conclusion of the Contract. The Client has no right to withdraw from the contract related to the financial services, the price of which depends on the price changes on the financial market which the Company cannot influence, such services related to foreign exchange values and investment instruments. Furthermore, the Client does not have the right to withdraw from the Contract which was fully fulfilled by both Contracting Parties at the expressed request of the Client before exercising the Client’s right of withdrawal which is exercised at the time of delivery of the Client’s notice to the registered office of the Company.

9.6 If the Client withdraws the Contract concluded remotely, the Company may demand immediate payment only for the services actually provided until then.

9.7 The Contract can be terminated only due to the following reasons:

• agreement between the Company and the Client;
• termination by either of the Contractual Parties;
• withdrawal from the Contract by either of the Contractual Parties according to relevant legal provision or agreement in the Contract and our GTC;
• expiration of the period for which the Contract was concluded;
• other ways unpredicted by the law.

9.8 The Contract termination agreement must be concluded in written form. The Contract will terminate based on this agreement under the agreed conditions.

9.9 The Client and the Company are entitled to terminate the Agreement at any time by written notice which is delivered to the other Contracting Party as long as outstanding fees have been paid.

9.10 Contract withdrawal can be made under conditions set by the law and/or the Contract or our GTC. Withdrawal must be in writing and delivered to the other Contracting Party. The withdrawal is effective upon its delivery to the other Contracting Party.

9.11 The Company is entitled to withdraw from the Contract in particular if:

9.11.1 The Client provides the Company with false, inaccurate, incomplete, or incorrect information or statements, other neglect, or act to mislead the Company which could affect the Company’s decision to conclude a Contract with the Client;

9.11.2 The Company evaluates the Client as risky at any time during the Contract;

9.11.3 The Client is not able to provide the Company upon its request with satisfactory evidence of the legal origin of funds or investment instruments related to the performance of the Contract;

9.11.4 Any kind of violation of legal regulations, the Contract or our GTC by the Client occurs;

9.11.5 The Client’s instructions are in conflict with legal regulations, the Contract or our GTC;

9.11.6 The content of the Contract has become in conflict with the law;

9.11.7 For other reasons specified in legal regulations, the Contract or our GTC.

9.12 In the events of termination or withdrawal from the Contract by the Client, the Client is obliged to instruct the Company to transfer investment instruments or funds held by the Company for the Client under the Contract to a regulated account designated by the Client. If the Client does not designate such account within 60 days, the Company will transfer the Client’s investment instrument or funds, or funds received from sale of the Client’s investment instruments under current market conditions, to the Client’s last known account (especially the one specified in the Contract).

9.13 In the event of termination or withdrawal of the Contract by the Company, the Company shall deliver a call for instructions to transfer funds or investment instruments to the account designated by the Client and set a deadline for issuing such instructions. If the Client does not instruct the Company according to the previous statement, the Client is obliged to pay the Company the costs and any penalties that had occurred under the Contract and our GTC and their components, while the Company is entitled to sell investment instruments under current market conditions and funds received from such sale transfer to the Client’s last known account (especially the one specified in the Contract).

9.14 If impossible to transfer funds obtained in accordance with the two above points of our GTC to the Client’s account, the funds will be kept by the Company in its account separately from the Company’s funds, and the Company will charge the Client relevant fees for the cash management.

Article X. – Conflict of Interest and Claims

10.1 The company has established measures to limit conflict of interest and limit of negative effect of potential conflict of interest.

10.2 Information on Company’s conflict of interest policy, including the rules for the receiving and provision of incentives, is set out in the Appendix II. to the Securities Trader Information Sheet which current version is available on the Company’s website.

10.3 If the Client is convinced that the Company is not properly fulfilling its legal obligations, the Client is entitled to file a complaint or a claim against the Company completely free of charge. The Client is obliged to file a complaint before taking any other actions related to the situation to which the complaint relates.

10.4 The Rules for Receiving and Handling Complaints are accessible to all clients free of charge in a manner enabling remote access, via the Company’s website. Furthermore, clients can receive them on request in paper form at the Company’s registered office, or by mutual agreement in the form of another permanent data carrier.

10.5 Information on form, formalities, and procedure of submitting claims are specified in the Securities Trader Information Sheet. The current version of this sheet is available on the Company’s website.

10.6 The Company point out to the Client the possibility of resolving conflicts in certain areas of financial services outside of court, in particular with a financial arbitrator. Also, the possibility of filing a complaint with the Company’s supervisory authority, the Czech national Bank, with its registered office at Na Příkopě 864/28, 115 03 Prague 1, ID 481 36 450, www.cnb.cz.

Article XI. – Personal Data Protection

11.1 In connection with the negotiation of the Contract and its execution, the Company informs the Client about aspects of the Client’s personal data protection, especially on the scope, purpose, legal title, and time scale of processing the data via the document “Personal Data Protection Policy” which is available at the Company’s office and on its website.

11.2 Under the Contract the Client is obliged to provide the Company with personal data concerning his person to the extent necessary for the proper execution of the Contract for the entire duration of it.

11.3 The Client is responsible to the Company for all personal data submitted to the Company specified in the Contract or any other document to be true, complete, up-to-date, and accurate. In the case of change of such data, the Client is obliged to immediately notify the Company of such change. If the Client does not notify the Company, the Company shall not be liable to the Client for any damage that occurred. However, in such case the Client is liable to the Company for the damages as a result of the obligation breach. The Company reserves the right to correct records of Client’s personal data after learning of their changes in a credible manner.

Article XII. – Final Provisions

12.1 Unless otherwise agreed between the Contractual Parties, all right and obligations of all Contracting Parties shall be governed by the Czech Republic law.

12.2 The Company and the Client undertake to seek to settle all possible conflicts arising between them in connection to the Contract and in good faith pursue outside-court settlement. Any conflict between the Company and the Client arising in connection to the Contract (including the question of its validity) will be resolved by the civil courts of the Czech Republic.

12.3 The Company may also enter into an arbitrary agreement or arbitration clause with the Client establishing the authority to resolve the conflict to the Arbitration Court at the Economic Chamber of the Czech Republic and the Agrarian Chamber of the Czech Republic in Prague, in accordance with the Arbitration Rules of this Arbitration Court in force at the time of filing the lawsuit.

12.4 If a certain provision of the Contract or our GTC becomes invalid or unenforceable, such invalidity or enforceability does not affect the validity or enforceability of other provisions. In such case, the Contracting Parties undertake to replace the relevant invalid or enforceable provision with another one meaning and purpose of which will be as similar to the superseded provision as possible.

12.5 The Company informs the Client that it operates on the basis of a licence permit granted by the Czech National Bank with its registered office at Na Příkopě 864/28, 115 03 Prague 1, ID 481 36 450, www.cnb.cz, which is also the supervisory authority of the Company.

12.6 The Client declares that prior to signing the Contract, he acquainted himself with the content of the Contract and our GTC including all their components and related document, in particular (i) the Information Sheet, including its annexes; (ii) Personal Data Protection Policy and (iii) Complaint Handling Rules. The Client further declares that he has been acquainted with the information about the Company, the investment services provided by the Company including the risks associated with them, and the investment instruments to which the investment services relate, and the Client also declares he is acquainted with the nature of financial liabilities arising from investment services.

12.7 If relevant to the nature of the provided service, the Client declares and is liable to the Company for informing their spouse before signing the Contract of the intention to use the investment services provided by the Company, in particular trading investment instrument to which the provided investment services relate and that consent from their spouse was obtained for all negotiations including the conclusion of the Contract itself.

12.8 By signing the Contract, the Client acknowledged and agrees that the Company is entitled to change our GTC at any time, especially with regard to changes in legislations, rules and business terms of third parties engaged with the Company for obligations agreed with the Client, implementation of new services, changes in the means of service provision or in other cases not mentioned in this paragraph. In such case, the Company will notify the Client of our GTC changes via e-mail or Trove and/or publish an updated version of our GTC on its website at least 15 calendar days in advance if possible. The Client undertakes to acquaint himself with the new wording of the GTC.

12.9 These General Terms of Business are applicable since 01.01.2022 and valid until changed.