1. Scope of Application

These General Terms and Conditions (“GTC”) delineate and govern the commercial relationship between the Client and KEYtec AG (“KEYTEC”).

These GTC are applicable in conjunction with, and are subject to, any specific terms and conditions pertinent to particular products or services offered by KEYTEC.

KEYTEC functions as a technology-driven financial service provider, offering payment infrastructure solutions primarily for corporate clients, with an emphasis on security and usability in payment transactions.

IN COMPLIANCE WITH SWISS LEGAL AND REGULATORY FRAMEWORKS, KEYTEC EXPLICITLY ADVISES ITS CLIENTS THAT NO DEPOSIT PROTECTION SCHEME IS IN EFFECT FOR ANY FUNDS DEPOSITED WITHIN THE KEYTEC SOLUTION, NEITHER BY THE SWISS GOVERNMENT NOR BY ANY OTHER OFFICIAL INSTITUTION OR PUBLIC INSURANCE ENTITY. FURTHERMORE, KEYTEC IS NOT AUTHORIZED TO EXTEND LOANS OR TO REMUNERATE DEPOSITED AMOUNTS WITH INTEREST. KEYTEC IS NOT A BANK AND IS NOT SUBJECT TO PRUDENTIAL SUPERVISION BY FINMA.

KEYTEC holds membership in the Swiss Financial Standards Association (VQF) under # 101007. Consequently, KEYTEC is subject to the indirect supervision of the Swiss Financial Market Supervisory Authority (FINMA), and Client funds are meticulously held in segregated accounts, distinct from KEYTEC’s proprietary assets.

KEYTEC does not warrant uninterrupted or error-free service. KEYTEC SHALL BEAR NO RESPONSIBILITY FOR ANY SERVICE INTERRUPTIONS, INCLUDING, BUT NOT LIMITED TO, SYSTEM FAILURES OR OTHER DISRUPTIONS THAT MAY IMPAIR THE RECEIPT, PROCESSING, ACCEPTANCE, COMPLETION, OR SETTLEMENT OF KEYTEC TRANSACTIONS OR OTHER KEYTEC SERVICES. ALL TRANSACTIONS ARE EXECUTED ON THE CLIENT’S BEHALF AND AT THE CLIENT’S EXCLUSIVE RISK.

2. Account Opening Procedures

2.1. Clients signify their adherence to these GTC by activating the relevant selection on the KEYTEC website prior to submitting requisite information and documentation for due diligence purposes. By accepting such an application and the documents via the website, KEYTEC does not incur any obligation to establish an account for the Clients. Account establishment is contingent upon successful examination of Client-submitted documents and information, and a positive resolution regarding account opening, rendered in accordance with KEYTEC’s internal policies and procedures. The Client shall be apprised of KEYTEC’s resolution via notification through their personal account and/or verified electronic mail. In the event of a positive decision, the establishment of the account shall signify a legally valid and binding agreement between the Client and KEYTEC, resulting in the account maintenance being governed by these GTC.

2.2. KEYTEC extends its services solely to Clients who have successfully completed the onboarding process and possess an account with KEYTEC. Clients hereby agree to cooperate with all legitimate requests issued by KEYTEC or any third-party service providers acting on KEYTEC’s behalf, in accordance with applicable laws, for the purpose of identifying or authenticating the Client’s identity or validating the Client’s funding sources or transactions.

2.3. KEYTEC exclusively accepts corporate clients that are duly incorporated, validly existing, and registered in accordance with the legal provisions of the country specified as the country of incorporation in the account opening documentation.

2.4.  The Client shall formally notify KEYTEC in writing of the individuals or authorized representatives (collectively, the “Representatives”) empowered to act on their behalf.

2.5. Solely the Client and its Representative(s) are empowered to issue binding instructions to KEYTEC, and KEYTEC is authorized to execute said instructions. Any individual who has identified themselves to KEYTEC via an agreed electronic identification or authentication method (in accordance with KEYTEC’s internal policy) shall be deemed a legitimate user possessing the authority to issue such instructions.

2.6. The Client and their Representative(s) may convey instructions to KEYTEC pertaining to their account via telephone, in written form (including, but not limited to, electronic mail), or by any other means mutually agreed upon by the parties.

THE CLIENT ACCEPTS THE INHERENT RISKS ASSOCIATED WITH THE UTILIZATION OF POSTAL SERVICES AND TELECOMMUNICATION INFRASTRUCTURES AND ASSUMES SOLE RESPONSIBILITY FOR ANY CONSEQUENCES ARISING FROM SUCH USE.

2.7. KEYTEC undertakes to verify the signature of the Client and its Representative(s), including their signing powers, by comparing specimen signatures and/or certified identification documents. KEYTEC may, at its discretion and without obligation, request additional identification elements to verify authenticity. KEYTEC shall not be liable for any undetected falsification, forgery, or defect in capacity, except in cases of proven gross negligence.

2.8. The Client undertakes to secure and safeguard all information and documents related to its account at KEYTEC and to exercise due care to prevent any unauthorized use of or access to its account by third parties. Consequently, it is expected and assumed that any instruction or action executed on and through the Client’s account has been authorized and initiated by the Client. The Client acknowledges and accepts that devices, systems, software, and networks residing on the Client’s end are beyond KEYTEC’s control and may constitute vulnerabilities susceptible to exploitation by unauthorized third parties. The Client must promptly apprise KEYTEC of any irregularities.

THE CLIENT SHALL BE SOLELY RESPONSIBLE FOR THE LOSS OR MISUSE OF ITS DEVICES, SOFTWARE, ETC., AND SHALL BEAR EXCLUSIVE LIABILITY FOR ANY CONSEQUENCE RESULTING FROM THEIR USE BY UNAUTHORIZED PERSONS.

3. Prohibition of Deposit Acceptance & Client Categorization

3.1. As a financial intermediary affiliated with a FINMA-supervised self-regulatory organization (VQF), KEYTEC is statutorily prohibited from the commercial acceptance of deposits from the public. This implies that, with limited exceptions, KEYTEC retains only the requisite interest-free liquid funds necessary for settling Client transactions, provided such settlement occurs within sixty (60) days, in accordance with Art. 1b of the Swiss Banking Act (BankA).

3.2. Subsequent to the expiration of the aforementioned sixty (60) day period, absent instructions from the Client, KEYTEC reserves the right to return any funds, irrespective of the prevailing circumstances, to the Client’s designated bank account.

3.3. The Client is obligated to furnish KEYTEC with accurate, current, and complete Client Data (including bank account details) and any other information deemed necessary by KEYTEC for the provision of its services. KEYTEC shall be entitled to rely on the information provided by the Client as being current and accurate.

3.4. The Client shall indemnify, hold harmless, and defend KEYTEC against any and all third-party claims arising from the Client’s breach of its contractual obligations towards KEYTEC or applicable laws.

3.5. The Swiss Banking Act and the Swiss Banking Ordinance provide for specific exemptions from the general prohibition on accepting public deposits. This particularly pertains to: (i) prudentially supervised financial intermediaries, and (ii) institutional investors engaged in professional treasury operations (hereinafter “Exempt Clients”), as defined under Art. 5 para. 3 BO and relevant FINMA guidance.

3.6. To avail themselves of the available exemptions, the Client shall furnish KEYTEC with all required documentation as prescribed by KEYTEC’s internal classification policy, confirming their Exempt Client status.

4. Service Provision and Instruction Execution

4.1. The Client engages KEYTEC for the execution of payment orders in accordance with instructions provided by the Client. The Client hereby undertakes, in relation to any payment instrument: (a) to utilize the payment instrument in conformity with its terms of issue and usage; (b) upon receipt of the payment instrument, to implement all reasonable measures to safeguard its personalized security features; and (c) to immediately inform KEYTEC of any loss, theft, interception, misappropriation, or unauthorized use of the payment instrument.

4.2. KEYTEC may, in its sole discretion, determine the acceptance and execution of instructions issued by the Client or any amount to be credited to an account of the Client. KEYTEC SHALL INCUR NO OBLIGATION OR LIABILITY TO THE CLIENT AS A RESULT OF THE IMPLEMENTATION OF INSTRUCTIONS THAT KEYTEC, IN GOOD FAITH AND BASED ON ITS INTERNAL VERIFICATION PROCEDURES, BELIEVES TO HAVE BEEN ISSUED BY THE CLIENT’S AUTHORIZED SIGNATORY(IES).

4.3. KEYTEC reserves the right to decline acceptance of a Client’s instructions or any amount received in the Client’s account, in whole or in part, without providing a reason. This prerogative applies particularly if KEYTEC deems any activities irregular, suspects any infringements of its terms (including, but not limited to, these GTC, specific contracts for other products or services), or otherwise to ensure compliance with legal and regulatory requirements (including standards of self-regulation) and internal rules and policies.

4.4. KEYTEC is entitled to request additional documentation or information from the Client or its Representatives at any time and may refuse, restrict, or cease its service if the documentation or information provided is deemed insufficient.

4.5. If the Client issues an instruction that, individually or as an aggregate of multiple orders, exceeds the Client’s balance, KEYTEC may, at its sole discretion, determine which instructions and/or to what extent they shall be executed.

4.6. DAMAGES RESULTING FROM DELAYS, LOSSES, OR MISTAKES IN THE TRANSMISSION OF ANY INSTRUCTIONS, REGARDLESS OF FORMAT, SHALL BE BORNE BY THE CLIENT. THE CLIENT SHALL ALSO BEAR ALL LOSSES RESULTING FROM KEYTEC’S FAILURE TO DISCOVER FORGERIES OR OTHER DEFECTS, PARTICULARLY WITH RESPECT TO IDENTIFICATION OR CAPACITY TO ACT, EXCEPT IN INSTANCES OF GROSS NEGLIGENCE.

5. Statements and Objections

5.1.   KEYTEC may furnish account statements to the Client at least annually or at intervals mutually agreed upon with the Client, taking into consideration applicable industry practices. Account statements may also be generated at any time by the Client via KEYTEC’S online platform.  

5.2. Any objection to the provided statement or to the defective, delayed, or non-executed transactions must be lodged by the Client within thirty (30) calendar days from the date the statement was made available by KEYTEC or generated by the Client via the online platform, whichever occurs first.

5.3. If no objections are submitted within thirty (30) calendar days, the statement and the information contained therein shall be deemed accepted by the Client. The Client’s failure to provide timely notice of a complaint constitutes a breach of the Client’s obligations, including its statutory duty to mitigate losses. KEYTEC reserves the right to retroactively charge the Client for any costs and expenses incurred subsequent to the closing of the statement for the relevant period.

6. Fees and Expenses

6.1. KEYTEC is entitled to credit or debit any fees, expenses, taxes, commissions, mark-ups, and interest to the Client’s account in accordance with applicable law and/or KEYTEC’s established pricing schedules.

6.2. KEYTEC’s pricing schedule is provided to the Client separately, including through individual product or service agreements and dedicated pricing schedules.

6.3. KEYTEC reserves the right to adjust and amend its pricing schedules and other fees at any time. Changes will be communicated to the Client through appropriate and designated channels.

7. Rights of Lien and Set-off

7.1. KEYTEC possesses a perpetual right of lien over all its current or future claims against the Client, accrued or created in connection with the business relationship, and with respect to all currencies, assets, claims, and other rights KEYTEC holds for the Client’s account at any given time. In the event of the Client’s default, KEYTEC shall be entitled to dispose of any assets over which it holds a right of lien and may proceed to realize such assets through private sale, including by acquiring them for its own account, in accordance with applicable law.

7.2. KEYTEC retains the right to set-off any claims the Client may hold against KEYTEC with any claims KEYTEC holds against the Client, irrespective of the maturity dates of such claims or the currencies in which the claims are denominated. Should amounts subject to claims be denominated in currencies other than Swiss francs, KEYTEC will convert such amounts at its discretion utilizing a commercially reasonable conversion rate based on market data.

8. Death, Bankruptcy, Legal Incapacity, or Resignation

In the event of the Client’s bankruptcy or legal incapacity, or the death or declaration of presumed death of any of the Representatives, the Client shall promptly notify KEYTEC of its newly authorized representatives or any other third parties acting on the Client’s behalf. Should a Client fail to do so, or if a Client is itself legally incapacitated, any loss or damage arising from acts performed by the relevant authorized representatives or third parties, or any loss or damage resulting from the legal incapacity of the Client, shall be borne by the Client. In the case of joint account holders, and unless KEYTEC receives contrary instructions, the remaining joint account holder(s) and their authorized representative(s), if any, shall continue to be individually authorized with sole signature as specified above, or shall continue to be authorized as specified in the relevant power of attorney. However, upon notification or otherwise becoming aware of any of the aforementioned occurrences, KEYTEC may, at its discretion, suspend or decline the execution of any order or instruction received from the other joint account holder(s) or their authorized representative(s). In such circumstances, KEYTEC may further request the provision of documentation required or deemed useful to ascertain its duties towards any one or several joint account holder(s).

9. Communication Protocols

9.1. KEYTEC and the Client agree to exchange documents and information via scanned copies transmitted through electronic mail or by means of a specific electronic document submission and information transmission system (if available), unless regulatory provisions mandate transmission by postal mail.

9.2. Within its regulations and guidelines, KEYTEC may specify documents that must be submitted to KEYTEC in their original form. An original is defined as either (i) the original hand-signed document to be dispatched by postal mail, or (ii) the document bearing a qualified electronic signature in accordance with Art. 14 Para. 2bis of the Code of Obligations (SR 220) in conjunction with the Federal Act on Electronic Signatures of 18 March 2016 (SR 943.03), to be submitted electronically. For documents lacking a signature, the original is deemed to be the original physical document as issued by the relevant authority.

9.3. Communications conveyed through any of these permissible communication channels shall be deemed duly transmitted and validly effective upon their dispatch to the address details provided by the respective parties. Parties are permitted to transmit legally relevant information and documents through these channels to the designated addresses.

9.4. The Client accepts that KEYTEC may record, analyze, process, and store communications (for additional details, please refer to Section 12, Personal Data / Data Protection, below) and that KEYTEC, to the extent permitted by applicable law, may contact the Client for commercial purposes such as newsletters, surveys, and special offerings. The Client may opt out of such communications at any time via the channels provided.

9.5. The utilization of any communication channels permitted by these GTC, particularly unencrypted communications, inherently entails various risks that may result in loss or damage. In employing any of these communication channels and in handling and processing incoming and outgoing orders, instructions, and notifications from the Client or its authorized Representatives, KEYTEC exercises due care and implements customary measures to identify and prevent fraudulent activities.

9.6. THE CLIENT ACKNOWLEDGES AND ACCEPTS THE RISKS ASSOCIATED WITH THE USE OF COMMUNICATION CHANNELS AND AGREES TO BEAR ANY LOSS OR DAMAGE THAT CANNOT BE ASCRIBED TO KEYTEC’S NON-COMPLIANCE WITH ITS DUTIES OF CARE. IN PARTICULAR, THE CLIENT SHALL BEAR ANY LOSS OR DAMAGE RESULTING FROM NON-COMPLIANCE WITH THEIR OWN DUTIES OF CARE, AS WELL AS ANY LOSS OR DAMAGE RESULTING FROM THE MATERIALIZATION OF COMMUNICATION RISKS OUTSIDE KEYTEC’S SPHERE OF INFLUENCE, INCLUDING IN CONNECTION WITH THE USE OF OR TRANSMISSION TO, FROM, OR VIA ANY DEVICE, SYSTEM, SOFTWARE, OR NETWORK EXTERNAL TO KEYTEC’S CONTROL.

10. Notification and Information Obligations

10.1. The Client shall forthwith notify and inform KEYTEC of any alterations to its fundamental information on file with KEYTEC or any other pertinent information, including, but not limited to, name, address, domicile, electronic mail address, telephone number, bank account details, and other data relevant to the business relationship, specific services, or transactions. KEYTEC is entitled to rely on the most recently notified address provided by the Client.

10.2. Upon request, the Client shall forthwith provide KEYTEC with additional information, including, in particular, details concerning the background and purpose of the business relationship, individual orders or instructions, the origin and tax status of funds (e.g., FATCA status or U.S. nexus), and compliance with laws and regulations, as well as any further information required or reasonably deemed useful by KEYTEC to comply with legal and regulatory mandates, self-regulation standards, contractual provisions, business or trade practices, or KEYTEC’s internal rules and policies.

10.3. The Client bears the responsibility for ensuring that all information provided to KEYTEC is complete, accurate, up-to-date, and non-misleading. Should KEYTEC be required to conduct investigations to maintain contact with the Client, for instance, to avert dormancy, any costs incurred for observation and resulting from special efforts shall be borne by the Client. These costs are non-refundable.

11. Outsourcing and Third-Party Involvement

11.1. KEYTEC, subject to limitations imposed by applicable laws and regulations, reserves the right to outsource operations, business areas, systems, and services (in whole or in part), and functions such as IT and research, compliance and risk control, internal audit, client onboarding and servicing functions, anti-money laundering, due diligence and monitoring functions, forensic services, administration and trading, processing and safekeeping of funds and other financial instruments to third parties situated within or outside Switzerland (collectively, “Outsourcing Partners”). Such Outsourcing Partners may, in turn, engage further third parties. This necessitates the transfer to the relevant Outsourcing Partner and the third parties engaged by the Outsourcing Partner of data pertaining to the Client, including data identifying the client (“CID”) as well as personal data of its directors, officers, shareholders, beneficiaries, controlling persons, representatives, and others (hereinafter “Personal Data”). The Client explicitly accepts that such Personal Data and CID may be processed, transmitted, and disclosed to third parties situated within or outside Switzerland, and that said third parties may further outsource their operations.

11.2. Furthermore, the provision of the agreed services, specifically the execution of payment orders, mandates cooperation with third parties such as correspondent banks, payment and securities clearing systems, financial communication systems, or other financial intermediaries both within Switzerland and abroad (“Third Parties”). Consequently, the provision of services may also be subject to foreign regulations, requirements, and Third-Party requests (e.g., counterparties, trading venues, sanctions) which may impact the scope of services, the manner, and the terms of their provision. These regulations and requirements are subject to periodic modification. Such modifications may result in service restrictions or delays, or even preclude the execution of an order.

11.3. The Client acknowledges that Third Parties, including banks, other financial intermediaries, and partners, necessitate information to fulfill their internal, legal, and contractual compliance obligations. This is particularly pertinent with respect to regulations concerning anti-money laundering, sanctions and embargoes compliance, or market conduct requirements. The Client is therefore obligated to furnish KEYTEC with the requisite information promptly to satisfy regulatory or legal requirements (e.g., concerning the circumstances and background of a planned or already executed transaction).

11.4. Should KEYTEC deem it necessary, for instance, to comply with internal or regulatory requirements, contractual obligations, or due diligence requirements in business transactions or market standards, KEYTEC reserves the discretion to limit or suspend services, in whole or in part. KEYTEC is particularly entitled to refrain from executing specific orders, refusing certain types of assets, blocking accounts, halting asset withdrawals or deposits, or undertaking other necessary actions.

11.5. ANY LOSSES RESULTING FROM THE NON-EXECUTION OR DELAYED EXECUTION OF ORDERS AND INSTRUCTIONS SHALL BE BORNE BY THE CLIENT IF KEYTEC ACTED IN CONFORMITY WITH APPLICABLE REGULATIONS, SUCH AS THOSE PERTAINING TO (BUT NOT LIMITED TO) ANTI-MONEY LAUNDERING.

11.6. Certain Third Parties, prior to the utilization of their services by KEYTEC’s Clients (whether directly or through KEYTEC), may require the Client’s direct acceptance of their General Terms and Conditions. A list of such Third Parties is made available upon request or through KEYTEC’s client interface. By utilizing the services of such Third Parties, the Client irrevocably: a) accepts their General Terms and Conditions; b) acknowledges and agrees that KEYTEC is authorized to initiate payments and conduct transactions on their behalf through the Third Parties’ platforms.

11.7. The Client acknowledges and agrees that, under applicable regulatory and contractual provisions, KEYTEC may be required to disclose the identity of the Client, including its UBO or other relevant controlling persons, to Third Parties involved in the execution or processing of transactions inside or outside Switzerland. These Third Parties may, in turn, transmit the data for further processing or storage in other jurisdictions.

11.8. Data transmitted abroad will no longer be protected by Swiss law but will be subject to the corresponding regulations of the foreign jurisdiction.

11.9. KEYTEC requires all service providers, including Outsourcing Partners and Third Parties, to observe stringent confidentiality and data protection obligations. Furthermore, KEYTEC implements the safeguards mandated by applicable confidentiality, IT-security, and data protection obligations, and where KEYTEC transfers personal data or CID to jurisdictions lacking adequate data protection laws, it establishes approved data transfer agreements with the processors of such data domiciled in the foreign jurisdiction.

11.10. IN SUCH CASES, KEYTEC’S LIABILITY IS LIMITED TO THE CARE EXERCISED IN SELECTING AND ENGAGING THESE THIRD PARTIES.

12. Personal Data / Data Protection

12.1. The processing of Client’s Personal Data is governed by these GTC, any applicable supplements, as well as KEYTEC’s IT security and data protection policy.

12.2. KEYTEC reserves the right to transmit information or Personal Data pertaining to its users, as well as account activity, to law enforcement institutions, state authorities, and financial institutions, when such transmission is necessary to comply with relevant legislation and to ascertain whether these GTC and applicable legislation have been violated.

12.3. When a Client utilizes KEYTEC services, KEYTEC may collect precise location data pertaining to a KEYTEC’s transaction.

12.4. The Client comprehends and accepts that KEYTEC may, without further notice or warning and at its discretion, monitor or record telephone conversations between a Client or anyone acting on the Client’s behalf and KEYTEC or its agents for quality control and training purposes or for its own protection. KEYTEC acknowledges and understands that, while Client’s communications with KEYTEC may be overheard, monitored, or recorded without further notice or warning, not all telephone lines or calls can be recorded by KEYTEC, and KEYTEC does not guarantee that recordings of any particular telephone calls will be retained or retrievable.

12.5. The Client agrees that KEYTEC may utilize Client’s information in connection with KEYTEC’s account to enable KEYTEC to review, develop, and enhance its products and services. This may entail providing Client’s information to KEYTEC’s partners, affiliates, agents, distributors, and suppliers for the processing of KEYTEC’s transactions and for their statistical research and analytical purposes.

12.6. The Client hereby consents that KEYTEC may process any Personal Data for the purpose of creating profiles and contacting the Client for advertising and marketing purposes. The Client may withdraw this consent at any time by written notice to KEYTEC.

12.7. The Client acknowledges and agrees that Client Data may be presented as evidence in any proceedings related to a disputed instruction or transaction, and for the purpose of complying with legal requirements.

12.8. The Client account may be terminated upon expiration or cessation of the term of an agreement. The Client accepts that subsequent to the closure of its KEYTEC account, KEYTEC will retain Personal Data pertaining to the Client and its transactions via the KEYTEC account for a period of ten (10) years from the date of closure.

12.9. The principles applied by KEYTEC in the processing of Personal Data, the relevant purposes for such processing, and details on automated profiling or third-party activities are articulated in the company’s online data protection declaration, available at: https://keytec.ch/data-protection/. KEYTEC may update the privacy policy periodically to reflect changes in legal or operational requirements.

13. Crediting and Debiting Amounts in Foreign Currencies

13.1. KEYTEC is entitled to convert and credit or debit payments or transfers denominated in foreign currencies for which the Client does not maintain a correspondingly denominated account to the Client’s designated reference currency account. Such conversions shall be executed at KEYTEC’s exchange rate, determined on the basis of the current market rate prevailing at the time of execution of the payment order, unless the Client has provided KEYTEC with timely advance instructions to the contrary.

13.2. In instances where KEYTEC effects a payment in a currency differing from the account’s currency, and such payment is subsequently returned to KEYTEC, KEYTEC shall reconvert the returned payment to the original currency at KEYTEC’s exchange rate applicable at the time KEYTEC receives the returned payment.

13.3. For instructions pertaining to future payments in a foreign currency, the applicable exchange rate for the transaction shall be the rate determined by KEYTEC on the day of execution, unless a forward rate has been formally agreed upon between KEYTEC and the Client.

13.4. If the Client maintains a correspondingly denominated account for a foreign currency payment or transfer but possesses an insufficient credit balance therein, KEYTEC is authorized, at its discretion, to debit and convert balances from the Client’s reference currency account and/or any other foreign currency account.

13.5. In the absence of a specific agreement between KEYTEC and the Client, the default reference currency shall be Swiss francs (CHF) for the purposes of payment execution and invoicing.

14. Exchange Rates

Information concerning KEYTEC’s exchange rates for any currency conversion is available to Clients during standard banking hours. The exchange rates shall be derived from rates obtained by KEYTEC from customary data sources, augmented by a margin determined by KEYTEC based on its operational and hedging costs. Upon request, KEYTEC may provide further information on applicable margins. For transactions exceeding a specified amount, distinct exchange rates, based on the same source, shall apply and will be quoted by KEYTEC upon specific request. This rate is determined for each transaction according to its date and time, nature, amount, and the specific currency pair involved. By initiating a transaction, the Client accepts the exchange rate applied by KEYTEC.

15. Public Holidays

For the purposes of the relationship between the Client and KEYTEC, Saturdays, Sundays and official public holidays of the Swiss Confederation and of the canton and city of Zug shall be observed as non-business days. Depending on the jurisdictions involved in individual business transactions, additional local holidays may apply and may impact the execution, processing, or settlement of transactions.

16. Liability of KEYTEC

16.1. KEYTEC’s obligation towards its Clients consists of and is limited to the diligent performance of its services and contractual duties, and, where applicable, the diligent selection and instruction of Third-Party service providers.

16.2. Any liability of KEYTEC for loss or damages incurred in the absence of any breach of KEYTEC’s duty of care is excluded to the fullest extent legally permissible. Such exclusion of liability encompasses, but is not limited to, force majeure events, local or global pandemics, bank delays, postal delays, failure or delay of any fax or electronic transmission, any accident, emergency, act of God, any abnormal or unforeseeable circumstances, or losses resulting from a requirement imposed by Swiss law, FINMA, or KEYTEC’s obligations under any other applicable law.

16.3. In the event of a loss or damage resulting from KEYTEC’s breach of its applicable duty of care, KEYTEC shall be liable solely for direct losses caused by intent or gross negligence. KEYTEC explicitly excludes any liability for indirect or consequential losses. Nothing in this clause shall limit liability in cases of unlawful intent or gross negligence, in accordance with Art. 100 para. 1 of the Swiss Code of Obligations.

16.4. KEYTEC is not liable for any loss or damage attributable to events or the materialization of risks outside its sphere of influence, nor for any loss or damage caused or exacerbated by the Client.

17. Restrictions on the Use of KEYTEC’s Services

17.1. The following activities are prohibited: a) Utilizing KEYTEC services for any illegal purposes, including, but not limited to, fraud and money laundering, trafficking in counterfeit products, unlawful gambling activities, the financing of terrorist organizations, the unlawful purchase or sale of tobacco, firearms, prescription drugs, other controlled substances, or other products prohibited by law. KEYTEC shall report any suspicious activity and cooperate with any relevant law enforcement agency or regulator. b) Breaching these GTCs or any other agreement or policy to which the Client has assented with KEYTEC or its service and product providers. c) Creating more than one KEYTEC account without KEYTEC’s prior written consent. d) Employing KEYTEC’s services to violate any law, statute, ordinance, or regulation. e) Infringing KEYTEC’s or any third party’s copyright, patent, trademark, trade secret, or other intellectual property rights, or rights of publicity or privacy. f) Providing KEYTEC with false, inaccurate, or misleading information. g) Instructing KEYTEC to send or receive funds that KEYTEC reasonably believes to be potentially fraudulent on the Client’s behalf. h) Refusing to cooperate in an investigation or to provide confirmation of the Client’s identity or any information the Client provides to KEYTEC. i) Permitting any currencies in the Client’s accounts at KEYTEC to maintain a negative balance. j) Taking any action that imposes an unreasonable or disproportionately large load on KEYTEC’s infrastructure; facilitating any viruses, Trojan horses, worms, or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or information; using an anonymizing proxy; using any robot, spider, other automatic device, or manual process to monitor or copy KEYTEC’s website without KEYTEC’s prior written permission; or interfering or attempting to interfere with the KEYTEC’s services. k) Taking any action that may cause KEYTEC to lose any services from KEYTEC’s Internet service providers, payment processors, or other suppliers. l) Using KEYTEC’s services in a manner that KEYTEC believes may constitute a violation of any applicable electronic payment network rules, card association or network rules, or applicable law. m) Refusing or failing to provide further information about the Client or Client’s business activities that KEYTEC may reasonably request.

17.2. The Client must ensure that it only engages in KEYTEC transactions relating to the sale or supply of goods and services in full compliance with all applicable laws and regulations. The fact that a person or entity accepts payments via a KEYTEC’s transaction does not constitute an indication of the legality of the supply or provision of the goods and services.

17.3. KEYTEC reserves the right to refuse to perform a transaction directly or indirectly associated with any restricted country, sanctioned entity, or exposed person or company, including as defined under applicable Swiss or international sanctions law.

17.4. If KEYTEC, in its sole discretion, believes that the Client may have breached the provisions of these terms, KEYTEC may undertake actions to protect itself, other users, and third parties. Such actions may include, but are not limited to: a) Closing, suspending, or limiting the Client’s access to the KEYTEC account or any or all of the KEYTEC’s services; b) Contacting other users who have transacted with the Client; contacting the Client’s bank; and/or warning other users, law enforcement, or impacted third parties of the Client’s actions; c) Updating inaccurate information the Client has provided to KEYTEC; d) Initiating legal action against the Client; e) Terminating these GTCs or access to KEYTEC’s the website or online platform; f) Fully or partially reversing a KEYTEC transaction, subject to applicable law or regulatory instruction; and/or g) Blocking the Client’s access to the KEYTEC’s account temporarily or permanently.

17.5. Where feasible, KEYTEC will provide the Client with relevant information regarding the imposed actions. However, KEYTEC may be unable to do so in accordance with applicable law, including to avoid disclosing protected third-party information or interfering with the course of an investigation.

18. Miscellaneous Provisions

18.1. Should any provisions of these GTCs be or become invalid or unenforceable, the remaining valid provisions shall continue to be binding. Any gap resulting from a potentially invalid provision shall be filled in a manner that maintains the economic purpose and contractual balance.

18.2. The business relationship or any obligation established hereunder may not be assigned by the Client to any third party without the prior written consent of KEYTEC.

18.3. KEYTEC does not provide any investment, legal, tax, or other professional advice. Any information made available by KEYTEC is for general informational purposes only and shall not be construed as a recommendation or advice. The Client acknowledges that all decisions regarding the use of KEYTEC’s services are made independently and at the Client’s sole discretion and risk.

19. Amendments to the GTC

19.1. The current iteration of these GTC is continuously available on the KEYTEC website.

19.2. KEYTEC is entitled to amend and modify these GTC at any time. KEYTEC will notify the Client of any amendments in advance through the agreed communication channels as set forth in Section 9.

19.3. The Client will be deemed to have accepted the amended GTC unless it objects in writing within thirty (30) calendar days of receipt of the notice. The notification shall inform the Client explicitly of this objection period and the consequences of remaining silent.

20. Term and Termination of Business Relationship

20.1. The business relationship between the Client and KEYTEC is established for an indefinite period.

20.2. KEYTEC and/or the Client may terminate the business relationship at any time with immediate effect. Any incurred fees, expenses, and costs shall become due and payable immediately.

20.3. Upon termination, the Client must provide KEYTEC with details regarding the destination for any remaining balances held by the Client. If the Client fails to provide such details within the period stipulated by KEYTEC, the latter shall be entitled either to physically deliver the assets to the Client’s last known address, or to liquidate them. KEYTEC may, with the effect of discharging all its obligations towards the Client, remit a check to the Client’s last known address. If the Client fails to provide KEYTEC with valid disbursement instructions within a reasonable period after termination, KEYTEC may, using commercially reasonable efforts and in accordance with applicable law, return the remaining balance to the Client’s last known account or address. KEYTEC may deduct any fees or costs incurred in doing so.

21. Dormant (Inactive) Accounts

21.1. A Client is classified by KEYTEC as dormant or inactive when no transaction (commissions and or fees charged by KEYTEC are not considered as transactions in this regard) has been executed on any of the Client’s accounts for a period greater than four (4) consecutive months. However, KEYTEC may change its approach from time to time on when a Client is regarded as dormant and the Client will be notified accordingly. 

21.2. Once the Client is classified as dormant, the Client may, subject to compliance with applicable legal or regulatory requirements, either opt to close or deactivate its account(s).

21.3. KEYTEC shall have a right to suspend the operation (block) of a dormant account. Where this happens, KEYTEC will not accept credit or debit transactions or other operations until the Client reactivates its account(s).

21.4. To reactivate an account(s) of a dormant Client, a transaction will need to be carried out on one of the Client’s accounts, and the Client may be required to additionally undergo identification and due diligence procedures, to update data related to the Client.

21.4. KEYTEC reserves the right to close the accounts of dormant or inactive Clients with zero balance or if balance is less than the designated fee for account(s) closure at any time regardless of actual dormancy and at any time without further advance notice.

22. Intellectual Property Rights

22.1. KEYTEC’s services and the website, and all intellectual property rights contained therein, including but not limited to any content, are owned or licensed by KEYTEC. Intellectual property rights herein denote rights such as: copyright, trademarks, domain names, design rights, database rights, patents, and all other intellectual property rights of any kind, whether or not they are registered or unregistered (anywhere in the world). KEYTEC’s intellectual property includes “keytec.com”, “keytec”, “keytec.app”, “keytec.ch”, “keytec.swiss”, KEYTEC brands, and services. Furthermore, all page headers, custom graphics, button icons, and scripts constitute service marks, trademarks, and/or trade dress of KEYTEC. Reproduction, imitation, or use thereof without KEYTEC’s prior written consent is prohibited. Unauthorized use may result in legal action and/or the suspension of access to KEYTEC’s services.

22.2. KEYTEC reserves all its rights in any intellectual property in connection with these GTCs. This signifies, for example, that KEYTEC remains the owner thereof and retains the discretion to utilize them as KEYTEC deems fit.

22.3. Nothing in these GTCs grants the Client any legal rights to the website, except as necessary to access and use KEYTEC’s services. The Client agrees not to adjust or attempt to circumvent or delete any notices contained on the KEYTEC’s website (including any intellectual property notices) and in particular in any digital rights or other security embedded or contained within the KEYTEC’s website.

23. Applicable Law and Jurisdiction

23.1. All legal matters between the Client and KEYTEC are exclusively governed by and shall be construed in accordance with the substantive laws of Switzerland.

23.2. The exclusive place of jurisdiction for all legal proceedings is the City of Zug, Switzerland.23.3. KEYTEC reserves the right to initiate legal action at the place of domicile of the Client or before any other competent court or authority. KEYTEC further reserves the right to initiate legal action at the Client’s domicile or before any other competent court or authority where permitted by applicable law, particularly in cases of enforcement, insolvency, or international asset recovery.