Terms and Conditions of N26 Bank GmbH for the Product N26 Invest (Statement: Juli 2016)

Transcription

1 Disclaimer: The following is only a translation for your convenience; only the German documents are legally binding. This applies to all of our legal documents. Terms and Conditions of N26 Bank GmbH for the Product N26 Invest (Statement: Juli 2016) 1. Object of the Business Relationship, Scope of Application and Amendments to these Terms and Conditions 1.1 Object of the Business Relationship a) In the context of this contract, the Customer is entitled at any time to instruct N26 GmbH (hereinafter N26 ) to broker shares in investment capital, as per 1, para. 2 KAGB (Kapitalanlagegesetzbuch) [German Investment Act] (hereinafter, investment shares ) and in portfolio structures (hereinafter, model portfolios ) predefined by vaamo Finanz AG (hereinafter, vaamo ). The investment shares shall be brokered via the front-end provided by Number26 GmbH (hereinafter, Number26 ), in the context of the Number26 app. b) In particular, the contractual services of N26 (hereinafter collectively referred to as the N26 Offer ) shall include: pure brokerage (execution only) of the orders selected by the Customer for acquisition in the form of a lump-sum investment or savings schedule, or for the full or partial sale or exchange of investment shares in the context of model portfolios predefined by vaamo, in relation to the deposit account (hereinafter, the deposit account ) maintained by the Customer at the FIL Fondsbank GmbH, Kastanienhöhe 1, Kronberg im Taunus, (hereinafter, the custodian bank ); c) While providing contractual services N26 is hereby not authorised to and is neither technically nor legally in the position to obtain ownership or possession of funds or customers investment shares. 1.2 Scope of Application and (Potential) Users Addressed by the Offer a) The General Terms and Conditions shall apply for the entire business relationship between the Customer and N26.

2 b) The contractual partners in this contract are exclusively the investor and N26. In the context of investment brokerage, a separate contract shall be concluded for the rendering of financial services between the investor and respective service provider, i.e. in particular, the capital management company issuing the investment shares underlying the model portfolio, and the custodian bank. The contractual partners in these contracts are exclusively the customer and the respective provider. For the legal relationship between the investor and third party (service provider), the respective conditions of the relevant contractual relationships, especially the General Terms and Conditions of the respective provider, shall exclusively apply. In particular, the execution of orders shall conform to the principles and conditions of the custodian bank. Only the Customer may bring any objections or other complaints arising from the contractual relationship with the respective service provider, against the service provider concerned. c) The N26 offer is not oriented towards either individual persons, i. to whom, due to their nationality, the address of their registered office, or for another reason, a foreign law or foreign rule is imputed, which prohibits the utilisation of financial services or investment instruments via the Internet or other electronic channel of distribution, or the distribution, publication, provision or use of this information, use of the software or website, or which is subject to registration or authorisation in N26, or ii. for whom the services, securities and financial instruments described here, in accordance with the laws of their respective state of residence, are unsuitable, or iii. who are deemed to be US entities in the meaning of Regulation S of the US Securities Act 1933, (hereinafter collectively referred to as excluded persons ). Excluded persons are not permitted access to the Number26 app, or the use of the N26 offer. They may neither visit nor use the Number26 websites or the Number26 app. The fact that the user accesses these websites does not make them an authorised user of the N26 offer. 1.3 Amendments to Terms and Conditions Amendments to Terms and Conditions shall be communicated to the Customer in writing, with a reasonable deadline of at least two months prior to the proposed date of their coming

3 into force. In the event the Investor has agreed to electronic communications with the Bank as part of their business relationship (e.g. using the Number26 app or ), such amendments may also be communicated to the Investor in this manner. The Investor is considered to have given consent if they have not raised an objection prior to the proposed date of the amendments coming into force. N26 shall specifically notify them of this consent in its offer. 2. Using the Number26 App For the use of the Number26 app, the regulations of the Number26 Terms and Conditions and the Annex AGB Number 26 [annex to the Number26 General Terms and Conditions] shall exclusively apply. 3. Execution Only (No Investment Advice, No Test of Suitability, No Appropriateness Test and No Asset Management) a) N26 shall purely forward the Customer s orders for execution by the custodian bank - ( Execution only ). Hence, N26 does not offer the Customer any investment advisory services or assessment of suitability. In particular, N26 does not verify whether the respective model portfolio selected by the Customer corresponds to the Customer s investment goals, or whether the Customer can bear the related financial investment risks. In pure Execution only, neither shall N26 assess the appropriateness of the investment for the customers experience in financial investments, i.e. N26 shall not verify whether the Customer possesses the required knowledge and experience to be able to reasonably evaluate the risks associated with the type of financial instrument pertaining to the order. b) The investment decision for a model portfolio must be made by the investor alone, based on the sales documents of the investment products concerned, he is provided with, especially the sales prospectuses, important information for investors, and annual or six-monthly and other official publications of the capital asset management company(ies) issuing the investment shares. c) N26 shall neither monitor nor check the Customer s investments placed via the Number26 app. N26 is not under any obligation from these General Terms and Conditions to provide any asset management services, asset supervision services or asset monitoring services; in particular, no loss reports or other reports on losses in value occurring in the securities account; N26 is not authorised to purchase or sell open investment fund shares in the securities account that is invested in open investment fund shares, at its own discretion or

4 without the instruction of the investor (e.g. to purchase/sell or exchange individual items from the securities account). d) The N26 offer is therefore only oriented towards the experienced and informed Customer, who is familiar with this type of investment product. The decision for the purchase or sale of investment fund shares shall be independently and autonomously made by the Customer. The information provided by N26 on investment shares should merely facilitate the Customer s independent investment decision. 4. Orders 4.1 Basic Investment Brokerage Principles a) N26 brokers the purchase/sale or exchange of investment shares (hereinafter orders ) forming part of the model portfolios selected by the customer, as pure brokerage services, based on the investor s own decisions. For the issuing of individual orders in relation to individual investment shares in the context of the respective model portfolio and in addition to these General Terms and Conditions, separate order masks shall be applied in the context of the Number26 app. b) Aside from this, these General Terms and Conditions shall apply to the forwarding of offers. 4.2 Rebalancing a) In the context of each model portfolio brokered by N26, the Customer shall instruct the custodian bank in advance - once a year and on the last day of the calendar year, respectively - to restore the allocation for the brokered model portfolio originally given in the order, through corresponding purchases and sales (hereinafter Rebalancing ). All investment amounts (lump-sum investments, saved amounts and exchange amounts) shall be divided in such a way that through the purchase of investment fund shares, the weighting of the brokered investment asset shares in the securities account shall approximate the allocation for the portfolio structure of the model portfolio selected by the Customer (hereinafter Mini-Rebalancing ). In this way, it will be ensured that the model portfolio selected by the Customer shall be consistently reset to the output allocation selected by customer, over the entire holding period. b) Rebalancing and Mini-Rebalancing shall be carried out by automated technical means for the concrete return of the respectively brokered model portfolio, in accordance with the Customer order issued in advance through the custodian bank. No judgement shall be made by the custodian bank regarding the process of Rebalancing or Mini-Rebalancing. Further details on the Rebalancing or mini-rebalancing procedure may be derived from the respective

5 applicable contractual conditions of the custodian bank. 4.3 Conditions for Placing an Order a) The Customer is entitled to place orders with N26 to be forwarded to the custodian bank. b) N26 shall accept orders from the Customer exclusively via the Number26 app, by means of the order masks provided. N26 is not obliged to execute or forward any offers other than those issued by the Number26 app. c) N26 shall accept Customer orders provided that the product or service desired by the Customer is included in the N26 offer. d) N26 is entitled to reject a Customer order at its due discretion; particularly if this is indicated on grounds of supervisory regulation, or from the point of view of compliance. 4.4 Authentication of Orders a) Customer orders are binding for the him/her, if he/she has enabled them in the Number26 app through confirmation on the corresponding confirmation page, via the corresponding button for opening a model portfolio and/or execution of transactions. Final clearance is given on additional authentication (e.g. a transaction PIN no.). b) For specific orders pertaining to the Number26 app (e.g. transaction orders over a specific amount or of a specific frequency, or amendments to the customer access data), additional authentication of the Customer may moreover be required. If additional authentication is necessary, the Customer shall be duly informed on the issuing of orders and the necessary authentication process in the Number26 app. The successful authentication of corresponding orders is relevant for the conclusive forwarding of transaction orders to the custodian bank. 4.5 Order Execution a) N26 does not execute any orders itself. N26 shall forward the orders via a vaamo interface to the custodian bank for execution on or from the securities account. b) N26 shall forward the order to the custodian bank, if the following conditions for execution are met: i. The Customer has been authenticated by entering the access data, especially his/her

6 password. ii. The Customer is still actively logged into the Number26 app - whereby they have been authenticated by entering their access data, especially password - on submission of the order (no so-called timing out ); iii. All necessary data for the order were successfully entered by the Customer into the order mask and verified on the format requirements at system level; iv. If necessary, additional Customer authentication shall be carried out for the corresponding order; v. Insofar required, the securities account necessary for executing transactions and/or the model portfolio has been opened by the custodian bank and the custodian bank has confirmed this to N26; vi. The investor has bindingly placed the order in accordance with the order mask (hereinafter, the placing of the order ); vii. (collectively referred to as the conditions for execution ). c) If the order is placed on a day when the banks in Frankfurt am Main are open for normal business transactions (hereinafter, banking days ) and if the conditions for execution are fulfilled, the order shall be promptly, but at the latest on the next banking day following the placing of the order, forwarded by N26 to the custodian bank. d) If the order is placed on a day other than a banking day and the conditions for execution are fulfilled, the order shall be treated as if the order was placed on the banking day following the day the order was placed. e) The manner in which the order is executed shall conform to the General Terms and Conditions and principles of execution of the custodian bank. f) N26 is not obliged to oversee whether the customer s order has been immediately carried out by the custodian bank. An obligation of this kind shall not arise for N26 if the custodian bank fails to execute the order over a longer period. 4.6 The Revocation or Amendment of Orders A retraction or amendment of orders after placing an them with the custodian bank is not

7 possible within the Number26 app, or generally through N Opening Other Securities Accounts If the Customer issues an order for the first time in relation to a model portfolio, wherein they have not yet invested, N26 shall draw the attention of the custodian bank to this, so that the custodian bank opens another securities account for the processing of this and future orders relating to the corresponding model portfolio. The Customer should already have instructed the custodian bank to open such an additional securities account with the opening output deposit for its first securities account. 4.8 Information on Orders and Model Portfolios a) Since N26 only brokers the conclusion of the contract between the Customer and the respective provider and does not in itself render the services desired by the investor, the information to be transmitted to the Customer in the context of the Number26 app is not originally supplied or due from N26, but from the provider rendering the services, even if they are outlined in the context of the Number26 app. b) In addition, i.e. apart from via the Number26 app, the deposit bank shall suitably provide the Customer with all the legally required information for the securities account, in accordance with its terms and conditions. 4.9 Special Aspects of the Number26 App N26 does not provide any guarantee or assurance of achieving the Customer s personal investment goals in the context of using the Number26 app and the subsequent purchases or sales of investment products. The customer shall hereby note that forecasts are not a reliable indicator of future performance. This is because forecasts are based on assumptions, estimations, opinions and hypothetical models or analyses, which can prove to be erroneous. Therefore, N26 does not assume any guarantee that the forecasts effected within the Number26 app or the investor s goals shall actually be reached or achieved Information and Absence of Liability for Sales Documents a) N26 uses inventory, transaction and price data from the custodian bank for the presentation of the deposit account inventory and for calculating the development of the Customer s assets. Erroneous price-forwarding can end in defective reporting of such information. N26 hereby disclaims all liability for the accuracy or timeliness of data transmitted by the

8 custodian bank. b) The Customer is aware that individual content of the N26 website or Number26 app can be compromised in its accuracy, updating, or integrity., especially through technical error, or disruptions. c) N26 normally obtains sales and contractual documents, advertising material and other legally prescribed information concerning the investment shares from the capital asset management companies issuing the shares, and other third parties, to pass on to customers in the context of investment brokerage. N26 is not liable for the accuracy or integrity of the content of these third party documents. 5. Remuneration and Costs 5.1 Charges The Customer is hereby obliged to pay N26 any compensation owed, in accordance with this general business relationship. 5.2 Rates of Charges The fees for services offered by N26 are derived from the List of Prices and Services of N26, provided for the Customer on their application to use the N26 offer and available in their respective applicable version on the Number26 website at Calculating and Levying Service Charges N26 will charge the customer a percentage service fee per annum (p. a.) on the, daily calculated, average depot inventory per started calendar month, which is payable at the end of each calendar quarter. The corresponding amount of the service charge shall be raised by the custodian bank through the sale of fund shares out of the securities account, whereby sales shall be made from the funds in the lowest risk category. If the inventory as a whole is insufficient or unavailable, the remaining balance shall be collected by the custodian bank through direct debit from the reference bank account. Should a deposit account be closed during the year or all shares held in the deposit account sold or transferred, the service charge shall be calculated and charged at the time of closing the deposit account, total sale, or transfer. Service charges shall thereby always be collected by the custodian bank through the sale of shares. 5.4 Charges for the Scope of Services

9 The service fees, charged by N26 according to the education on cost, covers the services of N26, the depot holding Bank FIL Fondsbank (FFB) and Vaamo Finanz AG, in connection with the agreed contractual services and in the context of the N26 offer. For the duration of this contract, the usual customary fees to the custodian bank for the management of the deposit account management and the execution of transactions shall be funded by the service fee paid to N26, insofar as the execution of the order is commensurate with the N26 offer and the provisions of this contract. The execution of transactions other than through the model portfolios brokered by N26 is not possible via the N26 offer and Number26 app and will possibly incur additional costs and fees with the custodian bank. For additional special services, which the Customer applies for from the custodian bank, other than through the N26 offer, the List of Prices and Services of the custodian bank shall apply. This shall correspondingly apply in the case of a termination or other end to this contract. 5.5 Taxes In association with the acquisition or sale of investment shares by the Customer, taxes may be incurred. These are not included in the service charge, but are to be personally borne by the Customer. 5.6 Amendment to Fees a) N26 hereby reserves the right, if no agreements exist and legal provisions do not oppose it, to adjust the fees at any time, according to its reasonable discretion ( 315 Bürgerliches Gesetzbuch) [German Civil Code]. b) Amendments to fees for services that are typically made use of by the Customer in the long term and in the course of the business relationship (e.g. service charges) shall be offered to the customer in text form and at the latest, two months before the proposed time of their coming into force. In the event the Customer has agreed to electronic communications with the Bank as part of their business relationship (e.g. via the Number26 App or ), such amendments may also be communicated to the Customer in this manner. It shall be assumed that the Customer has given consent if they did not object prior to the proposed date of the coming into force of these amendments. N26 shall specifically inform them of this de facto consent in its offer. 6. Allocations For brokering the investment for the investor, N26 does not receive any commission, charges, other cash payments and/or cash benefits (allowances) from investment companies, capital asset management companies, issuers, providers of financial assets and financial services, or other third

10 parties. 7. The Customer s Duty to Cooperate 7.1 Notification of Amendments For the proper processing of business transactions, the Customer is required to promptly notify N26 of any amendments to their name, address, address or telephone number, as well as of any termination or change to power of representation with respect to N26 (in particular, power of attorney). 7.2 Business and Contractual Terms and Conditions The Customer shall be personally responsible for informing himself of the respective General Terms and Conditions, clauses and contractual conditions of other relevant associated service providers, especially the custodian bank. 7.3 Validation of Documents and Objections The Customer must promptly review the accuracy and completeness/integrity of bank statements, statements on securities, and deposit account and investment income, other settlements, notifications of order execution, and information on anticipated payments and consignments, and raise any possible objections. In addition, the General Terms and Conditions of the custodian bank shall apply. 7.4 Informing N26 of the Absence of Notifications In the event of account closure documents, or other information pertaining to these General Terms and Conditions and due from N26, fail to reach the Customer, the he must promptly notify N26. There is also an obligation to notify N26, of the absence of other communications the Customer may be waiting to receive. 7.5 Due Diligence Obligations of the Investor and the Security of Access Data a) The Customer must restrict the N26 offer and Number26 app to their own use. b) The Customer must ensure that their access data does not become known to anyone else. Anyone possessing knowledge of the access data can potentially use the Number26 app. They can e.g. issue orders at the expense of the Customer.

11 c) In particular, the following must be noted for maintaining the privacy of access data. i. The access data cannot be electronically stored or recorded in another form; ii. When entering the access data, it must be ensured that third parties cannot spy on it; iii. The access data cannot be entered anywhere other than the Number26 website; iv. The access data must not be transmitted anywhere other than via the Number26 app (e.g. not by ). d) The Customer is hereby obliged to verify data displayed to them for the confirmation of the desired transaction, before confirming with the data intended for the transaction. 8. Liability 8.1 Principles of Liability a) Based on these General Terms and Conditions, N26 shall undertake the delegated tasks with the due diligence customary for prudent business practice. b) N26 is only liable for actions and omissions in connection with the General Terms and Conditions, where there is intent or gross negligence, unless essential contractual obligations, which pose a risk to achieving the purpose of the contract or which initially enable it to be properly performed, are violated, and adherence to which the investor can consistently trust as a contractual partner (hereinafter, material contractual obligations ). On violation of such cardinal obligations, liability is limited to damages which are typical and foreseeable for this contract. In cases of injury to life, the physical body and health, liability falls under the general statutory regulations. Liability under product liability law shall remain unaffected. 8.2 Forwarded Orders If an order, according to its content, is typically executed by N26 entrusting it to a third party for further treatment, N26 thereby fulfils an order which is forwarded to third parties (a forwarded order). This especially pertains to the forwarding of Customer orders to the custodian bank. In these cases, the liability of N26 is restricted to the proper forwarding of the order.

12 8.3 Exclusion of Liability Number26 hereby disclaims all liability (including negligence and liability with respect to third parties) for direct, indirect or accidental damage, and for consequential or indirect damage; including lost profit, or demands and claims by third parties of any kind for contractual, non-contractual, strict liability or any other liability connected with access to the websites, or with the use of information, performance representations or other presentations, links and other communications contained on these websites, or with the risks of the financial markets or inability to access or use the Number26 app, or with any acts or omissions resulting from these. 9. Communication and Agreement on the Use of Electronic Media a) In principle, all communication is carried out as electronic communication (e.g. via the Number26 app or ), but can also be in paper form and/or by telephone, depending on the type of transmission, in accordance with these General Terms and Conditions. b) N26 may send to the Customer, information and written notifications, including invoices and other communications, even via unencrypted and in the form of electronic copies and files as durable data media to the address stated by the Customer in the contract, providing this is legally permissible. c) The Customer hereby expressly agrees to receive sales and contractual documents by , in the form of electronic copies and files, as well as information stored on durable data media, in the form of electronic files, , and in accordance with the various supervision laws. 10. Data Protection N26 shall respect the applicable provisions for data protection. a) N26 is entitled to process and use the Customer s personal data, obtained by Number26 in the context of the business relationship with the Customer, for the performance of the contract. b) For the execution of orders issued by the investor, the investor s personal data contained in the orders shall be transmitted to suitable implementing agencies (especially to vaamo Finanz AG and the custodian bank).

13 11. Duration and Termination of the Business Relationship 11.1 Duration This contract is closed for an indefinite term The Investor s Right of Termination The Customer can duly terminate the entire business relationship with N26 at any time, without having to comply with a period of notice for termination. Termination must be carried out in written form Right of Termination for N26 a) N26 can duly terminate the business relationship at any time, complying with a period of notice for termination of at least one month. b) The right of N26 to terminate the business relationship without notice shall remain unaffected by this. In particular, but not exclusively, N26 has the right to termination without notice, if the Customer or custodian bank terminates the securities account, or else the business relationship with the custodian bank ends for other reasons Consequences of Termination a) On the ending of the business relationship between N26 and the Customer, regardless of the reason, the Customer s deposit account shall become a regular deposit account with the custodian bank. b) Following the termination/ending of the contract, any pending offers must be executed. 12. Applicable Law and Partial Ineffectiveness 12.1 Applicable Law German law shall apply to the business relationship between the Customer and N26.

14 12.2 Partial Ineffectiveness Should any one of the present provisions of these conditions be ineffective, annulled, or declared invalid or null and void, the legal validity of the other conditions shall remain unaffected. 13. Revocation Instruction Right of Revocation You may revoke your declaration of agreement within 14 days, without specifying the reasons, by means of an explicit statement. The above period shall begin following receipt of this instruction via a durable data medium, but not before forming the contract, or fulfilling our reporting requirements in accordance with Article 246b 2 para.1, in combination with Article 246b 1 para. 1 EGBGB (Einführungsgesetz zum Bürgerlichen Gesetzbuch) [Introductory Act to the German Civil Code]. In compliance with the revocation period, the timely dispatch of the revocation shall suffice if the statement is made on a durable data medium (e.g. letter, fax or ). The revocation must be addressed to: N26 GmbH, Klosterstraße Berlin service@n26.de Consequences of Revocation In the event of a valid revocation, any payments made and services received by either party are to be returned. You shall be obliged to compensate for the value of the services provided up until the revocation, if you were informed of these legal consequences before submitting your contractual declaration and you have explicitly given your consent that we start to execute the service in return before the end of the revocation period. If there is an obligation to compensate for value, this may result in you being bound to fulfil the contractual payment obligations for the period up until the revocation. Your revocation right shall prematurely expire, if the agreement by both parties is completely fulfilled upon your explicit request, before the exercising of your revocation right. Obligations to refund payments must be met within 30 days. On your part, the revocation period shall begin with the dispatch of your revocation statement, whereas on our part, it shall begin with the receipt of your revocation statement.

15 Special Notes Moreover, with the revocation of this contract, you are no longer bound to any agreement associated with this contract, if the associated agreement concerns a service rendered by us or a third party, based on an agreement between us and the third party. Consent to Undertake the Contractual Services, before Expiry of the Revocation Period You hereby declare your consent to N26 beginning to execute the contractual services, in the meaning of this contract, even before the expiry of the revocation period. In the event of a revocation, you are obliged to pay compensation for the services received, according to the legal prescriptions. End of the Revocation Instruction