Terms and conditions

  1. SCOPE OF APPLICATION

These general terms and conditions (hereinafter the “General Terms and Conditions”) govern the business relationship between Vision Asset Management SA (hereinafter the “Company”) and each Client (natural or legal person) who enters into a mandate with the Company. The General Terms and Conditions also apply to all heirs and other legal successors, assignees and beneficiaries of the Client.

These General Terms and Conditions apply to all business relationships, including those established prior to the entry into force of the present version. Special agreements concluded between the Company and the Client remain reserved, as well as, in relation to the execution of any transaction, the applicable legal and regulatory provisions and the rules and practices of the relevant exchanges, markets or clearing houses, and the market practices in force in the countries where the transactions are carried out.

  1. SIGNATURES AND AUTHORIZATION

The powers and specimen signatures communicated to the custodian bank at the opening of the relationship are the only ones valid vis-à-vis the Company until written notification of revocation or amendment.

The Company verifies the authorization of the instructions received with the customary diligence of the profession. The Company is only liable for damage caused by the intervention of an unauthorized third party to the extent that it has failed to exercise due diligence. It is the Client’s responsibility to take all necessary measures to prevent unauthorized persons from accessing their personal and banking data as well as communication systems. In particular, the Client shall implement appropriate and up-to-date technical protection measures on their IT and telecommunications equipment in order to reduce the risk of misuse by third parties.

Any damage that may result from the legal incapacity of the Client or one of its representatives shall be borne by the Client if such incapacity has not been notified to the Company in due time and in writing or in any form allowing proof by text.

  1. JOINT ACCOUNTS

In the case of joint accounts, the Clients jointly grant the mandate to the Company. The Clients enjoy the same rights in relation to the mandate. Each Client has the authority to give instructions alone and independently of the other Clients within the scope of the mandate. This provision applies regardless of any death, incapacity or bankruptcy of one or more Clients. Notwithstanding the foregoing, where the Company receives contradictory instructions from different Clients, it may, at its own discretion, follow one of such instructions and/or inform the Clients of the contradiction in order to determine which instruction to follow. Where the Company has a claim against the Client under the mandate, the Clients remain jointly and severally liable for such claim, regardless of which Client incurred the debt.

  1. CLIENT INFORMATION OBLIGATIONS

The Client undertakes to provide the Company, spontaneously or upon request, with any information or documents required to enable the Company to comply with its legal, regulatory and contractual obligations. Furthermore, the Client undertakes to notify the Company spontaneously and without delay (at the latest within 30 days) of any change in its personal situation, in particular civil status, domicile, registered office, nationality, or tax residence. In particular, it is the Client’s responsibility to provide the Company with up-to-date information regarding the risk profile and to inform the Company without delay in writing or in any form allowing proof by text of any significant change that may have an impact on how the Client’s assets are invested or on the advice provided by the Company. The Company is not required to verify the plausibility, accuracy or completeness of the information provided by the Client.

  1. COMPANY COMMUNICATION

Any communication sent to the address last indicated by the Client shall be deemed to have been duly delivered. The same applies where the Client has designated a third party (Client’s representative or other) as the recipient of correspondence.

Correspondence transmitted by e-mail (to the address indicated by the Client) is deemed to have been validly transmitted and delivered to the Client on the date the e-mail is sent.

The Company may use any means of communication enabling it to reach the Client (in particular mail, telephone, fax or electronic communication).

  1. CLIENT COMMUNICATION

The Client may communicate with the Company and transmit instructions by any means of communication (in particular mail, telephone or electronic communication). The Company may refuse to execute an oral instruction until written confirmation has been received from the Client.

  1. DISCLAIMER FOR RISKS INHERENT IN MEANS OF COMMUNICATION

Any means of communication (in particular mail, telephone or electronic communication) involves certain risks. The Company expressly warns the Client of the risks (in particular loss, interception, delay, integrity, impersonation or confidentiality risks) inherent in the use of communication means. The Client is aware that the use of such means, in particular e-mail, cannot be guaranteed to be free from viruses or errors, secure and confidential, and that such information may therefore be intercepted, falsified, destroyed or lost, received late or incompletely, or otherwise affected in its content and rendered unusable. The Client accepts that such electronic communication networks and systems cannot guarantee the flawless transmission of information. Furthermore, the Client expressly authorizes the Company to communicate electronically and to access account data via the internet. The Company is also authorized to place purchase and sale orders on exchanges or other instructions via such networks. The Client confirms that it understands and accepts all these risks and authorizes the use of electronic communications between itself and the Company as well as between the Company and other service providers, in particular for the transmission of orders.

Except in cases of gross negligence, the Company assumes no liability in particular with regard to authenticity and possible identification errors, confidentiality, receipt (including routing errors, delays or losses), completeness or understanding of communications.

  1. RECORDINGS AND ARCHIVES

The Company is authorized to record telephone conversations, computer sessions and other communications for monitoring or evidentiary purposes, and more generally in order to comply with its legal and regulatory obligations. The Company freely determines their retention period, subject to legal or regulatory obligations.

The Company is expressly authorized to archive all original documents and other data arising from communications exchanged with the Client on data storage media (digitization). The Client accepts the consequences thereof and acknowledges that it may not rely on the absence of an original document.

  1. CONTRACTUAL RELATIONSHIP – SIGNING OF THE MANDATE

The mandate between the Client and the Company is signed at the Client’s request. The same applies to the services provided by the Company to the Client within the scope of the mandate. Except for legal compliance reasons, the Company is not required to inquire into the reasons for which the Client requests the provision of a financial service.

  1. EXECUTION OF THE MANDATE

The Company exercises customary diligence in executing the mandate signed with the Client. The Company does not undertake to achieve any specific performance and cannot be held liable for any damages resulting from the execution of the mandate, in particular in the event of loss or otherwise, except in cases of gross negligence. Past performance is not indicative of future performance. In this respect, the Client confirms having been duly informed of the risks associated with asset management, including the risk of partial or total loss resulting from investment decisions taken or advice provided by the Company.

  1. DETERMINATION OF THE CLIENT’S RISK PROFILE AND INVESTMENT PROFILE

In order to enable the Company to provide appropriate financial services, the Client completes the “Client Risk Profile Questionnaire” and provides information regarding its financial situation, investment objectives and ability to bear losses, as well as its knowledge and experience of financial instruments.

The Company relies on the information provided by the Client and is not required to verify its plausibility or accuracy.

After having analyzed its financial situation and experience as an investor with the Company, and after having taken into account the information provided by the Company, the Client confirms that the choice of the investment policy selected (the Client’s investment profile) results from a comprehensive assessment of its personal and financial situation, its knowledge of financial markets and its risk tolerance.

The Client provides the Company with all information required to determine the risk profile and investment profile.

Within the scope of its discretionary management activity, the Company will base itself on the Client’s investment profile as notified by the Client. A Client who chooses an investment profile that differs from the risk profile resulting from the analysis of its financial situation shall countersign a special mandate to this effect and acknowledges having been informed of this divergence and fully assumes the consequences of its choice.

The Client further undertakes to immediately inform the Company in writing or in any form allowing proof by text of any significant change in its personal and financial situation and/or investment objectives that may have an impact on how the Client’s assets are invested or on the advice provided by the Company. The Company shall not be liable for failing to take into account facts of which it had no knowledge. If the Company notes that the information contained in the risk profile no longer corresponds to the Client’s current situation, it shall inform the Client and update or renew the risk profile. Where applicable, a new investment profile shall be agreed with the Client. Updated risk and investment profiles shall remain valid even if not countersigned by the Client.

  1. RISK INFORMATION

Any investment or transaction involves risks regardless of the market, issuer and/or underlying asset concerned.

Usual risks include in particular price risks which may be related to fluctuations in interest rates, exchange rates, other general market factors or specific factors relating to the issuer. Past performance is not an indication of future performance. Lack of portfolio diversification entails risk. The value of a portfolio may fluctuate at any time, regardless of general market movements or the risk strategy adopted, despite the diligence with which it is managed.

Certain types of transactions and investments also present specific risks, such as high-risk potential or complex risk structures, including options, forward and futures transactions, structured products, financing or risk transfer products (credit derivatives or event-linked derivatives), alternative or non-traditional investments (hedge funds, private equity, real estate, precious metals and other commodities) and investments in emerging markets.

The Client is aware that investment instruments used within the scope of discretionary management or proposed under advisory mandates may involve long-term investments, may not be offered to the public, may not be listed on an exchange or may only be realizable periodically or at fixed dates, which may delay availability of sale proceeds and result in losses.

The Client receives standardized information on the nature and risks of financial instruments. Where applicable, the Client shall contact the Company to obtain all useful information regarding the risks inherent in the types of transactions that may be carried out under the mandate. The Company shall not be held liable for incorrect or incomplete information contained in prospectuses, key information documents or other documents prepared by third parties, nor for any resulting damages.

By signing a mandate with the Company, the Client confirms:

  • to know and understand the usual risks associated with the purchase, sale and holding of securities, in particular insolvency risk, price fluctuation risks (which may result in total loss of value), interest rate risks and foreign exchange risk;
  • to have been duly informed by the Company and to have received a copy of the brochure “Risks Involved in Trading Financial Instruments” published by the Swiss Bankers Association;
  • to have reviewed all relevant documents and asked any questions regarding their content;
  • to have sufficient knowledge and experience in the financial field to assess the benefits and risks in light of its objectives and personal, financial and tax situation.

Within the scope of the mandate entrusted by the Client to the Company, the management or advisory strategy may result in holding positions within the portfolio presenting an unusual concentration risk, as defined by FINMA Circular 2025/02 numbers 9 to 12.

Specifically, this risk materializes when the managed assets present:

  • a concentration of 10% or more in a single security, and/or
  • a concentration of 20% or more in a single issuer.

When a portfolio position reaches these thresholds, the portfolio is exposed to specific risks (e.g. market risk, credit risk, foreign exchange risk) related to the overweighting of an asset or issuer.

It is important to note that these rules do not apply to concentrations arising from collective investment schemes, which are subject to regulatory provisions regarding risk diversification.

The Client acknowledges and accepts that, in the pursuit of optimal returns, the portfolio may include positions presenting such concentrations and accepts the associated risks. However, if the Client so wishes, it may opt out of such exposures or specify diversification requirements for its portfolio by indicating maximum percentages for certain securities, issuers, geographical areas, sectors of activity, etc.

  1. CLIENT CLASSIFICATION UNDER FINSA AND WAIVER OF STATUS

In accordance with the Federal Act on Financial Services (FINSA), financial service providers must classify their clients into one of the following categories: private clients, professional clients, institutional clients. As a duly registered financial institution in Switzerland, the Company is subject to FINSA obligations.

The Federal Act on Financial Services (FINSA) aims primarily to strengthen investor protection through increased information and documentation requirements relating to the provision of financial services. The level of investor protection depends on client classification, with private clients benefiting from the highest level of protection.

The Company considers its clients de facto as “private clients”. Clients who meet the conditions may request to be treated as “professional clients” by signing the “Request to be treated as a professional client (opting out)”.

Professional clients may opt in at any time, i.e. be reclassified into the lower category (private client) by submitting a written declaration to the Company. Consequently, the portfolio may no longer be invested in certain categories of securities and assets.

  1. MARKET OFFER

The market offer considered by the Company in the selection of financial instruments used or recommended to implement the investment strategy may include both financial instruments managed or advised by the Company and third-party financial instruments, as defined by FINMA Circular 2025/02 numbers 23 and 24. This conflict of interest is presented in Article 20 of this document. The Company takes appropriate measures to ensure that the Client does not bear excessive costs as a result of investments in such financial instruments. Where applicable, the Company ensures that the Client’s interests are protected in the event of conflicts of interest, in particular by only favoring investments in financial instruments managed by the Company based on objective criteria.

  1. BEST EXECUTION PRINCIPLE

In processing orders, the Company applies the principles of good faith and equal treatment. Once the order has been transmitted to the custodian bank, optimal execution becomes the responsibility of the custodian bank, which has established its own best execution policy. The Client confirms having knowledge of the custodian bank’s best execution principles, in particular through its general terms and conditions.

  1. EXECUTION OF CLIENT ORDERS

Direct orders (investment or transfer) are in principle transmitted by the Client to the Company in writing or in any form allowing proof by text.

In the case of execution-only transactions in financial products, the Client has been informed by the Company that the latter is not required to verify the appropriateness or suitability of the order in relation to the Client’s knowledge, experience or risk profile. The Client acknowledges that the information regarding non-verification provided at the time of the first transaction applies to all subsequent orders.

  1. EXERCISE OF VOTING RIGHTS AND OTHER RIGHTS ASSOCIATED WITH FINANCIAL INSTRUMENTS

The Company does not exercise voting rights attached to securities held on behalf of the Client unless the Client provides written instructions or instructions in any form allowing proof by text. It is the Client’s responsibility to stay informed about general meetings relating to securities held in custody with custodian banks.

The Client is responsible for taking all measures necessary to safeguard the rights attached to assets under management or advisory mandate, including, where required, giving instructions to exercise or sell subscription rights, exercise options, make margin payments, pay up share capital or carry out conversions. In the absence of instructions from the Client, the Company may act in good faith in whatever manner it deems useful and necessary to protect the Client’s interests, without incurring liability.

Furthermore, the Client is aware that the Company may be required, particularly in relation to European securities, to disclose the Client’s identity to issuing companies upon request.

The information and exercise of procedural rights (class actions or enforcement proceedings) are the sole responsibility of the Client.

  1. COMPANY REMUNERATION

Unless otherwise specifically agreed between the Company and the Client, the applicable fee schedule applies. The Company’s remuneration is based on the market value of the account, i.e. the market value of all assets in the account, such as securities and other participations, including money market positions and any other credit balance. Fees payable for each calendar quarter are based on the closing value of the account assets, as determined by the custodian bank in its statements issued on the last business day of the quarter.

This remuneration is payable for the elapsed quarter. If management activities did not cover the entire quarter, the remuneration due is calculated on a pro rata temporis basis. Management remuneration is subject to all applicable taxes, including Swiss VAT, which is taken into account and invoiced accordingly.

The Company reserves the right to amend the applicable fees and shall inform the Client by any appropriate means. The Client shall be deemed to have taken note of and accepted the fees upon their communication.

For the avoidance of doubt, the Client acknowledges and agrees that remuneration payable under the Mandate is due and payable to the Company in addition to custody fees, commissions and exchange fees, stamp duties and any other fees, taxes, costs and expenses charged or imposed by custodian banks, third parties or authorities from time to time in accordance with applicable laws, regulations or agreements entered into by the Client.

Furthermore, the Client shall reimburse the Company for any other expenses related to services provided, including remuneration of professional advisors or sub-mandate holders whose involvement may be required in connection with the execution of the mandate. The Company shall, to the extent possible, inform the Client in advance of the existence and extent of such costs.

  1. REMUNERATIONS, COMMISSIONS OR OTHER PECUNIARY BENEFITS RECEIVED FROM THIRD PARTIES

In the course of its activities, the Company may receive from custodian banks or third parties remunerations, commissions or other pecuniary benefits (hereinafter “retrocessions”), in particular on transactions generated by the Company within the scope of its discretionary management or advisory services.

The Company may receive retrocessions from custodian banks.

The total amount of third-party remuneration received by the Company may be estimated (over a one-year period) between 0% and 2% of the average amount of assets under custody. By way of example, if the average annual value of the portfolio amounts to CHF 1 million, the maximum remuneration the Company could receive would amount to CHF 20,000 per year (i.e. 2% of CHF 1 million).

More specifically, the remuneration that the Company may receive from third parties in connection with services provided to the Client may amount to:

  • These retrocessions may represent up to 50% of the net income generated for the custodian bank during the year by the Client’s account. These retrocessions may include a portion of the following income: custody fees, administrative fees, brokerage (exchange and funds), fiduciary commissions, foreign exchange margins, precious metals transactions.
  • The custodian bank may also retrocede up to 50% to the Company of distribution commissions received from promoters of investment funds and structured products under its distribution agreements. These commissions are agreed between the custodian bank and third-party providers independently of the relationship between the custodian bank and the Company.
  • Where the Company manages a structured product, a management commission of up to a maximum of 2% of the invested amount may be received by the Company.

These retrocessions agreed under agreements with custodian banks are independent of the contractual relationship between the Company and the Client.

The amount, nature and calculation method of retrocessions may vary over time, in particular depending on custodian banks and/or transactions carried out. The Company informs the Client upon signing the mandate of the expected amount of retrocessions it may receive as a percentage of assets under management or advisory. Upon express request by the Client, the Company may provide a statement of amounts actually received for the calendar year. The Client accepts that the Company retains these retrocessions and expressly waives any right to restitution thereof.

  1. CONFLICTS OF INTEREST

Conflicts of interest may arise in the course of the Company’s activities.

The Company may pursue investment opportunities within the scope of its discretionary management and recommend the same investments to different clients.

In executing this mandate, the Company’s strategy may provide for investing part of the managed assets in products such as, but not limited to, actively managed certificates (“AMCs”) which are advised and/or managed by the Company.

For these instruments, the Company receives management commissions directly from the instrument or its issuer, as specified in Section 19 of this document. The Client acknowledges and accepts that this additional remuneration forms an integral part of the Company’s remuneration, waives any right or claim thereto, and confirms and agrees that such remuneration and/or retrocessions irrevocably belong to the Company.

Due to this operating model and the associated remuneration, an unavoidable conflict of interest exists.

The Company is not authorized to use for its own account or for the account of third parties any confidential, non-public information that could have a significant influence on the price of a financial instrument.

The Company may receive pecuniary benefits in the form of retrocessions and non-pecuniary benefits such as financial analyses and training materials from third parties, including custodian banks, issuers or promoters of financial products. Such benefits may give rise to conflicts of interest.

It may also occur that employees of the Company hold directorships or similar functions within companies belonging to the Client.

In all cases, the Company takes measures to avoid conflicts of interest or to protect its clients from potential prejudice. If prejudice to the Client cannot be avoided, the conflict of interest shall be disclosed to the Client.

  1. DIFFERENTIATED MANAGEMENT OR ADVICE BETWEEN CLIENTS

The Client accepts that the Company may provide advice or carry out management actions for other clients that differ from the advice or management actions undertaken for the Client, whether in terms of the nature or timing of such advice or actions. Nothing in the mandate obliges the Company to provide advice or carry out purchase or sale transactions for the Client, even if the Company carries out purchase or sale orders for other clients.

  1. ACCOUNTING AND REPORTING FREQUENCY

The Company regularly and in detail informs the Client of the evolution of its portfolio during meetings or telephone conversations, in particular by providing the detailed account statement from the custodian bank. At least once a year, the Client will receive, according to the modalities defined by it, in writing or in any form allowing proof by text, either directly from the custodian bank or via the Company, its portfolio statement as of 31 December (which should contain information on costs related to financial services excluding fees related to the mandate granted to the Company) as well as its account statement.

Valuations are based on statements/estimates provided by custodian banks.

Furthermore, the Client may at any time request from the Company a copy of its file as well as any other document concerning it prepared by the Company within the scope of the business relationship. In particular, the Client may request the total amount of fees at any time. The Company shall provide such information within 10 business days, in accordance with Article 18 of the Financial Services Ordinance (FinSO).

  1. OUTSOURCING OF ACTIVITIES

The Company is entitled, under its responsibility, to outsource all or part of certain activities to external service providers in Switzerland. This includes in particular IT (information and data processing), risk management and internal control, compliance, as well as administrative and processing activities. The Company ensures that external service providers have the necessary capacities, knowledge and experience to perform the delegated activities. Such outsourcing may require the transmission of Client or account-related data. All service providers are subject to confidentiality obligations. The Client is aware that service providers are not necessarily subject to professional secrecy equivalent to that provided under Article 69 of the Financial Institutions Act (FinIA).

The Client understands in particular that the Company mirrors in its IT systems the data of its account held with the custodian bank in order to ensure administration, management and internal control.

  1. CONFIDENTIALITY AND DATA PROTECTION

The Company is bound by professional secrecy in the context of its business relationship with the Client. Client data, information and documents received are treated confidentially by the Company. This obligation continues after termination of the mandate.

The Company undertakes to take appropriate technical and organizational measures to protect the personal data entrusted to it. In accordance with applicable data protection provisions, the Company is authorized to record, store and process the Client’s personal data by any appropriate technical means, in particular in order to comply with its due diligence obligations.

The Company may be required to process and transmit certain Client and account data to third parties in Switzerland in cases of outsourcing its activities.

The Company may disclose information relating to the business relationship with the Client in cases provided for by Swiss law, in particular in the context of criminal proceedings, investigations or requests by supervisory authorities or other authorities, or enforcement/seizure proceedings.

Furthermore, the Company may be required to disclose Client-related data (account holder, beneficial owner, authorized representative or any other person involved in the business relationship) to third parties in Switzerland or abroad in connection with investment transactions, transfers or custody of securities.

  1. COMPLAINTS

The Client is required to submit in writing any complaint or objection regarding the execution or non-execution of the mandate or any instruction, account statements or any other communication from the Company as soon as the relevant document has been received. If no complaint or objection is submitted within 30 days, the transactions carried out as well as statements and other communications shall be deemed approved by the Client.

  1. BUSINESS DAYS

In the context of relations between the Client and the Company, Saturdays, Sundays and public holidays resulting from federal provisions or those of the Canton of Geneva are not considered business days.

  1. CONTACT PERSON IN CASE OF INTERRUPTION OF RELATIONSHIP

The Client undertakes to take all useful measures, such as appointing a representative, to maintain contact with the Company at all times. In the event that contact with the Client or its authorized representative(s) is lost, the Company is authorized to contact the custodian bank to coordinate and take any actions required by law in such situations. Searches in Switzerland or abroad to restore contact shall be at the Client’s sole expense.

  1. TERMINATION OF BUSINESS RELATIONSHIP

The Company and the Client may terminate their business relationship at any time with immediate effect and without providing reasons. Termination is only valid if made in writing. As a rule, termination does not interrupt ongoing transactions. Upon notification to the Company of termination of the management or advisory mandate by the Client, the Client remains solely responsible for managing the portfolio. The Company’s remuneration remains due and shall be invoiced pro rata temporis for the period until termination.

  1. RIGHT TO AMEND THE MANDATE AND GENERAL TERMS AND CONDITIONS

The Company reserves the right to amend the mandate agreement and its appendices as well as these General Terms and Conditions at any time. The Company shall inform the Client in an appropriate manner in writing or in any form allowing proof by text. Amendments shall be deemed accepted by the Client in the absence of objection in writing or in any form allowing proof by text within thirty days of communication.

  1. APPLICABLE LAW AND JURISDICTION

The contractual relationship between the Client and the Company is governed exclusively by Swiss law.

Any disputes between the Client and the Company should, as far as possible, be settled through the mediation body with which the Company is affiliated and whose name and contact details have been communicated to the Client.

Any dispute relating to the relationship between the Company and the Client that cannot be settled through mediation shall fall under the exclusive jurisdiction of the courts of Geneva. The right of appeal to the Swiss Federal Supreme Court is reserved. The place of performance, debt enforcement venue and venue for any enforcement measures is Geneva.