Terms and Conditions
Note: This document constitutes a translation from its original version in French. In case of discrepancies between the language versions, the French version shall prevail.
A. General provisions
These Terms and Conditions regulate the relationship between b-sharpe and its customers. The website (www.b-sharpe.com and/or www.b-sharpe.ch) and the online platform associated with it (the « Website ») are owned and operated by b-sharpe [b-sharpe SA, Passage Jean Malbuisson 15, 1204 Geneva, Switzerland (« b-sharpe »). Any natural or legal person using the Website or the services offered by b-sharpe (« Customer ») is bound by these Terms and Conditions, which he / she declares having read, understood and accepted in their integrity.
These Terms and Conditions refer to the following documents in their entirety, which become an integral part of these Terms and Conditions:
- Anti-money laundering policy;
- Data protection policy;
- Terms and Conditions of QuoVadis Trustlink Schweiz AG (only for the optional use of the electronic signature by the Customer).
B. Use of the Website and services of b-sharpe
3. Contenu et informations du Site
3.1 b-sharpe does not guarantee the accuracy, reliability, completeness, performance or suitability of the information mentioned in the preceding paragraph in connection with the use of its Platforms and its products and services. b-sharpe makes every reasonable effort to ensure that the information published and / or reproduced on its Platforms comes from sources considered reliable and written in good faith and with diligence. To the extent permitted by law, b-sharpe assumes no responsibility for the updating or modification of the content or modification of any information, for their use or interpretation, and offers no guarantee as to the completeness and accuracy of this information. Information, in particular relating to a exchange rates, services or data mentioned on the Website are posted for informational purposes only and do not constitute an advice or an offer to conclude, nor a financial or investment offer.
3.2 b-sharpe may provide links to other websites that are administered and managed by third parties. These links provide the Customer with comfort and additional information, but in no way constitute an invitation, approval, authorization, sponsorship or affiliation of b-sharpe to these websites, their owners or their hosts. To the extent permitted by law, the Customer cannot hold b-sharpe responsible for any loss or damage caused by the use of any content, products or services available on such websites.
4.1 To use the services offered by b-sharpe, the Customer must register on the platform completing all the steps of the procedure put in place by b-sharpe and by providing all the required information.
4.2 All information provided by the Customer must be comprehensive, accurate and correct at any time. The Customer must update this information any time they change. b-sharpe may at any time require the Customer to confirm the correctness of the information and / or to provide additional supporting documentation.
4.3 In the context of the registration, the Customer has the possibility to use the service provided by QuoVadis Trustlink Schweiz AG for electronically sign the documents to be submitted to b-sharpe. If the Customer decides to use this service, he / she accepts the Terms and Conditions of QuoVadis Trustlink Schweiz AG available at this link and / or attached to the Terms and Conditions.
4.4 b-sharpe collects and gathers information on the Customer and on the operations he / she wishes to carry out in accordance with the documents « Anti-money laundering policy » and « Data protection policy ».
5. Identification, access and connection
5.1 b-sharpe will provide every customer with login credentials to access the services and products offered by b-sharpe. The Customer is solely responsible for ensuring the integrity and security of his / her login credentials, in particular concerning the complexity of the password he / she chooses.
5.2 The Customer shall take all security measures within its power and available according to the technologies currently available to reduce the risk of access to his / her login credentials, passwords and other identifying information, as well as any risk of fraud or hacking. b-sharpe shall verify the Customer's identity and identifying information according the standard of care expected of financial intermediaries. The Customer is responsible for any unauthorised access or use of forgeries, even without his knowledge, unless b-sharpe has acted with malice or gross negligence in verifying his / her identifying information.
5.3 The access to the Website through the login credentials is strictly personal and not transferable. The Customer undertakes not to transmit those in any form whatsoever to a third party. If the Customer wishes a third party to act on his / her behalf, the Customer will request b-sharpe to grant a power of attorney to this user, whose authorizations will be linked to those of the Customer. The login credentials will be provided to this person provided that his / her registration is validated by b-sharpe. The user acting on behalf of the Customer is fully subject to these Terms and Conditions. The Customer is solely responsible for any action, omission or error that may occur in connection with the use of his / her login credentials by a third party, to whom these credentials have been communicated.
5.4 The Customer is responsible for immediately contacting b-sharpe, but within 24 (twenty-four) working hours after any suspicion arises, in case of unauthorised use of his / her login credentials or other identifying information (theft, loss, unauthorised use or compromise), and for changing his / her password.
5.5 b-sharpe may at any time and regardless of the duration of the commercial relationship between the Customer and b-sharpe, suspend or revoke access to the Website and the services offered without having to indicate any reason, in particular in the event of a breach of these Terms and Conditions.
6. Access from abroad
6.1 The use and even the consultation of the Webite are prohibited from a country where the access or the use of the Website or any of the information, products or services available on it is prohibited by law. The Website does not constitute an invitation or inducement by b-sharpe to use the information, products or services made available on it in countries where the use of such information, products or services is prohibited by law.
6.2 The Customer has the obligation and responsibility of verifying the prohibitions and limitations applicable in the country from which he / she accesses the Website. To the extent permitted by law, the Customer acknowledges and agrees to release b-sharpe from any liability and to compensate b-sharpe for any damages in connection with claims, legal action, or liability based on foreign law for an access from abroad.
7. Restrictions of use
7.1 The Website and the products and services associated with it may only be used by the Customer or by the user holding a power of attorney and having been validated by b-sharpe.
7.2 The Customer or the person acting on behalf of a legal person is deemed to have the appropriate powers to legally bind and represent the latter, in accordance with the powers of attorney and signing authorities that have been communicated to b-sharpe, regardless of their subsequent cancellation or striking off as well as any divergent entries in the Commercial Register or public registers, in Switzerland or abroad.
7.3 The right of access and use does not expire in the event of death, loss or limitation of the Customer's civil rights or bankruptcy of the Customer, until b-sharpe is duly informed. The relationship with b-sharpe remains subject to these Terms and Conditions until access is revoked.
7.4 The content of the Website and the products and services made available by b-sharpe on the Website are intended to be used for purposes related to real business transactions such as the purchase of goods or services in different currency, and must not be used for speculative purposes.
7.5 The content of the Site and the products and services made available by b-sharpe on the Website must under no circumstances be used in any of the following ways:
- Any use that violates any applicable local, national or international law or regulation, or that causes b-sharpe to violate any applicable law or regulation;
- Any illegal or fraudulent use, or which has an illegal or fraudulent purpose or effect;
- Any use aimed at concealing the origins of money obtained by illegal means;
- Any use that would avoid applicable local or international taxes or facilitate tax evasion.
C. Order management
8. Phases of the exchange process
Besides the cases of automatic conversion after the reception of the funds of the Customer, the exchange process includes the following phases:
- Request by the Customer;
- Depending on the circumstances of the case, collection of additional information and documentary evidence by b-sharpe;
- Offer by b-sharpe concerning the applicable exchange rate;
- Acceptation by the Customer;
- Confirmation of exchange by b-sharpe (fixation of the exchange rate) and conclusion of the contract;
- Transfer of funds to b-sharpe by the Customer;
- Transfer of funds to the Customer by b-sharpe and confirmation of payment by b-sharpe.
9. Placement of orders
9.1 The Customer must follow the instructions provided by b-sharpe through the Website or by any other means approved by b-sharpe, for example by email or telephone, in order to place an order or a payment. b-sharpe reserves the right to request additional information from the Customer, in particular in connection with its duties related to the fight against money laundering (see the document « Anti-money laundering policy »), before executing any order placed by the Customer.
9.2 The Customer is responsible for the correctness, completeness of the information that he / she provides to b-sharpe.
9.3 In case of a request, by telephone or by e-mail, concerning the applicable exchange rate, this is calculated by b-sharpe in real time and communicated to the Customer; it is therefore only valid at the exact moment when b-sharpe communicates it. Upon acceptance of said rate by the Customer, b-sharpe reserves the right to revise it (upwards or downwards) according to the market rate and to communicate it to the Customer for confirmation. This procedure can be repeated several times until the final rate is confirmed by b-sharpe.
9.4 The exchange contract is concluded with the confirmation of exchange by b-sharpe. For b-sharpe, the amount to be received is the amount of currency sold by the Customer (plus any fees and commissions). As for the Customer, the amount due to him corresponds to the amount of the currencies he / she has purchased. In the absence of such confirmation of exchange, b-sharpe has no obligation to provide currency or services corresponding to the transfer of funds. It is the Customer's responsibility to keep all documents relating to the transaction.
9.5 After confirmation of exchange by b-sharpe, the Customer's funds must be transferred to b-sharpe's account within two business days. After this period, b-sharpe must finance the exchange position. This financing will be invoiced to the Customer.
9.6 The Customer may modify his order at any time, but, in any case, before the exchange confirmation is issued by b-sharpe. Once this confirmation is sent, the Customer will no longer be able to correct the details of his order. The Customer may change the payment details at any time, but, in any case, before the transfer confirmation is sent by b-sharpe.
9.7 In the event that the Customer decides to cancel his exchange transaction within the set time limit, b-sharpe will follow the Customer's instructions for the transfer of the balance. In the absence of instructions from the Customer, b-sharpe will return the funds, if any, to the account from which the Customer's funds originated.
9.8 In the event of cancellation by the Customer, any exchange loss resulting from covering the exchange position will be invoiced to the Customer.
9.9 The exchange transaction will be deemed cancelled by the Customer, if the funds have not been received by b-sharpe more than one week after the conclusion of the contract. Depending on the circumstances of the case, b-sharpe may postpone this limit in time. If the Customer fails, in whole or in part, to comply with his / her commitment, b-sharpe shall be entitled to reject the transaction and invoice any losses, as well as resulting debt interests.
9.10 b-sharpe is entitled to refuse an order or a transaction in the event of non-compliance with these Terms and Conditions or in the context of its duties related to the fight against money laundering (see the document « Anti-money laundering policy »).
9.11 In the context of its duties related to the fight against money laundering or in the case of an injunction issued by the competent authorities, b-sharpe shall be entitled to refuse any return of the Customer's funds until the lifting of a possible blocking ordered by the competent authority (see the document « Anti-money laundering policy »).
10. Transfer of funds
10.1 The funds that the Customers transfers to b-sharpe's accounts do not give rise to any interest.
10.2 The Customer bears the costs and commissions charged to b-sharpe by an intermediary bank or any third party for any transaction made on the order of the Customer. b-sharpe reserves the right to deduct any amount that may be required by law or that may be charged to b-sharpe when transferring funds.
10.3 The Customer formally declares that all funds transferred through the platform b-sharpe are from a legal point of view and in their integrity the sole property of the Customer and that these funds are not subject to any tax, fee or other charge of any kind whatsoever. Otherwise, b-sharpe will take the necessary measures in the context of its duties related to the fight against money laundering (see the document « Anti-money laundering policy »).
11. Execution of orders
11.1 b-sharpe offers its services on bank business days cumulatively in Geneva and in the country of the foreign currencies involved, regardless of the customers' possible access from abroad.
11.2 b-sharpe is not responsible for any payment delay related to late receipt of funds or payment instructions from the Customer, especially when these are communicated after the cut-off for the specific currency (meaning the deadline for submitting payment orders to ensure that transfers can be executed with the requested value date) of the custodian banks. b-sharpe has no control whatsoever over the time it takes for the beneficiary's bank or payment provider to credit and make funds available to the beneficiary. b-sharpe undertakes, as far as is reasonable, to make every effort to deliver the Customer as soon as possible.
11.3 The verifications and controls carried out by b-sharpe may impact the processing time of orders. To the extent permitted by law, b-sharpe cannot be held responsible for delays resulting from the execution of these verifications and controls.
Any complaint made by the Customer must be notified to b-sharpe immediately, but within 24 (twenty-four) working hours at the latest after the confirmation of payment is issued by b-sharpe. Delivery of the funds is presumed to have been made, unless the Customer raises a complaint within the set time limit. In the absence of a complaint by the Customer within the set time limit, the transactions are deemed ratified and approved by the Customer.
13. Allocation of responsibilities
13.1 b-sharpe is responsible for an obligation of means, fulfilled in a reasonable way, in the context of providing the Customers with quality products and services.
13.2 The Customer undertakes to use the Website and the related products and services at his / her own risk and under his / her own responsibility.
13.3 The Customer is responsible for the correctness and completeness of the information and instructions that he / she provides to b-sharpe and shall indemnify b-sharpe for any damage or additional costs/ fees incurred by b-sharpe in connection to incorrect / incomplete information / instructions he / she provided to b-sharpe, even if in the use of any means of communication.
13.4 To the extent permitted by law, b-sharpe, its directors, managers, employees and auxiliaries can not be held responsible towards the Customer or any third party for any loss, damage, claim or compensation, including the loss of profit or loss of use incurred by the Customer or the third party, resulting from a part of any error, omission or negligence by the Customer, or on the other hand resulting from the impossibility, outside the sphere of control of b-sharpe, to execute a transfer.
13.5 The Customer is responsible for the provision and maintenance of the means by which the Customer accesses the Website, which includes the appropriate hardware and software and the Internet connection. The Customer is responsible for the access and all costs necessary to connect to the Website and assumes all risks associated with the use and storage of login information on the used computer hardware or server to access the Website and its services. The Customer will take all necessary precautions in order not to expose the Platforms to computer viruses such as worms or Trojan horses or to any other dangerous and / or inappropriate material or device. If a virus or other malicious device is deemed to have been transmitted on the Website from the Customer's account, then b-sharpe reserves the right to terminate the Customer's account who will be responsible for the costs for the elimination of these viruses and the repair of the damage or any other expenses which b-sharpe will have to face as a result of the intentional acts or even minor negligence of the Customer.
13.6 To the extent permitted by law, b-sharpe is not responsible for the conformity or compatibility of its programs with the Customer's computer equipment, or any other Customer's software or hardware or equipment affected by the use of the Website, products or services available.
13.7 To the extent permitted by law, b-sharpe is not liable for the tax consequences attributable to the Costumer for his / her transactions. To the extent permitted by law, the Customer shall indemnify b-sharpe for any damage or payment made by b-sharpe in connection with any tax consequences attributable to the Costumer for his / her transactions.
13.8 In the event of violation by the Customer, or by the authorized user acting on behalf of the Customer, of these Terms and Conditions, of any laws and regulations applicable in Switzerland, or in the country of origin of the Customer, or any other international rule to which the Customer would be subject, in particular in matters of money laundering laws and other Swiss or international financial regulations, b-sharpe, its directors, managers, employees and auxiliaries will be released from any liability towards the Customer or authorized users and they will be entitled to compensation by the Customer, to the extent permitted by law, for any damage or penalty incurred, including the legal and defence costs in Switzerland or abroad of b-sharpe. In addition, b-sharpe will be entitled to revoke the right of the Customer to access and use the Website and the products and services associated with it and / or terminate with immediate effect the business relationship with the Customer. b-sharpe also reserves the right to refuse and stop any transaction or part of the transaction that the Customer has ordered, and this at any time of the relationship.
14. Exclusion of liability
14.1 To the extent permitted by law, any liability of b-sharpe, its directors, managers, employees and auxiliaries towards the Customer is excluded, in particular any liability for minor negligence, indirect damage and force majeure. b-sharpe is liable only for damages caused intentionally or by gross negligence. Any other liability is excluded.
14.2 In particular, b-sharpe is not liable, to the extent permitted by law, for any loss or damage caused by a virus or other technological attack that could affect the computer equipment of b-sharpe or the Customer.
14.3 To the extent permitted by law, the maximum cumulative amount to which b-sharpe could possibly be liable to compensate the Customer is limited to the amounts that the Customer has transferred using the services of b-sharpe, to the exclusion of any direct, indirect and additional moral damages.
E. Final provisions
b-sharpe has the right to outsource some of its activities in Switzerland or abroad, such as for example the IT activity, its internal monitoring, or accounting, in compliance with the law and the Swiss regulations (see the documents « Anti-money laundering policy » and « Data protection policy »).
16.1 The contractual relationship between the Customer and b-sharpe may be terminated at any time and without cause. The receivables become immediately due and b-sharpe will be entitled to assert its right of compensation in accordance with Art. 120 of the Swiss Code of Obligations.
16.2 Neither the death, curatorship or loss of the exercise of civil rights nor the bankruptcy of the Customer have the effect of extinguishing the contractual relationship with b-sharpe.
16.3 In case of termination, b-sharpe will stock its customers' data in accordance with the documents « Anti-money laundering policy » and « Data protection policy ».
If any provision of these Terms and Conditions is void or unenforceable, the other provisions of the Terms and Conditions remain valid and continue to apply their effect (s) between the Customer and b-sharpe. The void or unenforceable clause will be replaced by a provision that reflects as closely as possible the initial intentions of the parties.
18. Modifications of the services and Terms and Conditions
18.1 b-sharpe has the right to modify these Terms and Conditions and the documents referred to at Art. 2 of these Terms and Conditions at any time. The Customer will be informed of the changes in writing or any other electronic mean and will be deemed to have ratified and approved the new Terms and Conditions unless he raises a complaint within 30 (thirty) days of the entry into force of the changes.
18.2 b-sharpe may, at any time, make any modification deemed necessary in the content of the Website, the products and services offered by b-sharpe, or the conditions of use of such services.
18.3 The Customer is informed and formally agrees that the use of the Website and the services associated with it is only within the exclusive framework of these Terms and Conditions. Any additional contract between the Customer and b-sharpe or any other instructions expressly provided by b-sharpe are automatically subject to these Terms and Conditions.
19. Intellectual property and license
19.1 The content of the Website in its integrity, including but not limited to any text, article, logo, visual, image, software is the exclusive property of b-sharpe. No content may be copied or imitated for any purpose whatsoever, commercial or private, unless expressly stated and authorized in writing by b-sharpe in advance. b-sharpe grants each Customer a nominative, non-transferable, personal, right to access the Website and use the services offered therein. This right to access the Website and use the services offered therein is subject to full and complete compliance of the Customer with these Terms and Conditions.
19.2 In addition, is prohibited to the Customer to publish content of the Website in any way whatsoever, including but not limited to the publication on websites or in e-mails, of deep-link, meaning any hypertext link linking specifically to any resource of the Website other than its home page. It is furthermore prohibited to the Customer to copy any of the content of the Website, even partial and any resale to third parties without the prior written consent by b-sharpe. The Customer shall be liable and legally bound by any unauthorized use of the license.
20. Applicable law and place of jurisdiction
20.1 Swiss law is exclusively applicable to the relations between the Customer and b-sharpe, excluding any foreign law and the rules of private international law in the event of a conflict of laws.
20.2 In principle, the exclusive place of jurisdiction is the city of Geneva, subject to an appeal to the Swiss Federal Court. However, b-sharpe reserves the right to take legal action against the Customer at the Customer's place of residence / registered office or before any competent court, in particular for provisional measures.
21. Entry into force
These Terms and Conditions enter into force on 11.11.2019.